Annual Report • Mar 31, 2014
Annual Report
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We use the power of communications to make a Eetter worOG
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Fibre broadband is transforming lives 12
BT Sport is the UK's newest sports TV service 20
Mobility and future voice – changing the way people communicate 56
Providing integrated services to help UK businesses grow 74
The art of connecting leading global companies 116
7he 3urpose anG strateJ\ 'eOiYerinJ our strateJ\ anG *roup performance sections on paJes 13 to 74 form the 6trateJic 5eport 7he *oYernance section on paJes 75 to 115 forms the 5eport of the 'irectors
We present the auGiteG consoOiGateG ƬnanciaO statements on paJes 122 to 176 anG 181
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Our sustDiQDEiOit\ SroJrDPPHs
Sir Michael Rake &KDirPDn
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:H succHssIuOO\ ODuncKHd %7 6Sort in tKH \HDr :H DrH PDNinJ SrHPiuP sSorts contHnt ZidHO\ DYDiODEOH Dt siJniƬcDntO\ OoZHr SricHs tKDn SrHYiousO\ SroYidHd in tKH PDrNHt 1inH PontKs on IroP ODuncK ZH KDYH Dround P dirHct %7 6Sort custoPHrs Dnd ZitK our ZKoOHsDOH dHDOs it is noZ in Dround P KoPHs %7 6Sort KDs driYHn stronJ tDNH-uS oI EroDdEDnd sOoZHd custoPHr Ooss Dnd contriEutHd to %7 &onsuPHr dHOiYHrinJ its EHst rHYHnuH JroZtK in oYHr tHn \HDrs :H DOso incrHDsHd tKH rDnJH oI non-sSorts contHnt on %7 79 ZKicK noZ KDs P custoPHrs
Our PoEiOit\ SODns DrH SroJrHssinJ ZHOO Dnd JiYH us D rHDO oSSortunit\ to H[SDnd tKH rDnJH oI sHrYicHs ZH SroYidH to custoPHrs 7KH inYHstPHnts ZH DrH PDNinJ in our I7 sHrYicHs cDSDEiOitiHs ZiOO DOso PDNH us PorH YDOuDEOH to EusinHssHs in tKH 8.
:KiOH our custoPHr sHrYicH iPSroYHd tKis \HDr it ZDs not good HnougK 7Kis ZDs SDrtO\ EHcDusH our rHsourcHs ZHrH strHtcKHd E\ tKH ZidHsSrHDd Ʈooding Dcross tKH 8. Dnd tKH strong dHPDnd Ior %7 6Sort :H DrH PDNing our nHtZorNs PorH rHsiOiHnt rHcruiting Pore engineers Dnd contDct centre Dgents Dnd inYesting to iPSroYe our s\stePs Dnd Srocesses :e need to deOiYer D steS-cKDnge to SroYide D suSerior serYice to DOO our custoPers
\$ signiƬcDnt SroSortion oI our reYenue is generDted outside tKe 8. PDinO\ IroP serYicing ODrge PuOtinDtionDO Eusinesses %7 *OoEDO 6erYices KDs consoOidDted its OeDdersKiS Sosition in tKe PDrNet Ior PDnDged netZorNed I7 serYices Dnd greZ its order EooN E\ It KDs DOso reduced its cost EDse contriEuting to its cDsK ƮoZ increDsing E\ oYer in tKe \eDr
7o Eest serYe our PuOtinDtionDO custoPers it is criticDO tKDt Ze KDYe IDir Dccess to netZorNs Dcross tKe ZorOd OtKer oSerDtors cDn use our netZorNs in tKe 8. on IDYourDEOe terPs <et in tKe 86 Dnd soPe (uroSeDn countries incuPEents Dre DOOoZed D distinct DdYDntDge in tKeir KoPe PDrNets
:e KDYe tKereIore ZorNed ZitK tKe (uroSeDn &oPPission to genuineO\ coPSOete tKe digitDO singOe PDrNet Dnd ZitK tKe 86 )ederDO &oPPunicDtions &oPPission on iPSroYed Dccess to tKe 86 PDrNet :e Dre encourDged E\ Srogress oYer tKe ODst \eDr in tKe (8-86 77I3 trDde tDONs ZKicK sKouOd deeSen trDnsDtODntic econoPic integrDtion Dnd reduce non-tDriƪ EDrriers :e ZiOO continue to OoEE\ DctiYeO\ on tKese iPSortDnt issues Dnd KoSe to see IurtKer Srogress in tKe \eDr DKeDd
Our SerIorPDnce tKis \eDr reƮects tKe KDrd ZorN Dnd coPPitPent oI our SeoSOe Our engineers Dre oI SDrticuODr note ZorNing tireOessO\ to Ƭ[ IDuOts cDused E\ tKe ZidesSreDd Ʈooding in tKe \eDr Our SeoSOe DOso giYe EDcN in otKer ZD\s 7Ke\ YoOunteered oYer 6 dD\s oI tKeir tiPe to KeOS oYer cKDrities Dcross tKe gOoEe 6o I DP SOeDsed tKDt DOPost EeneƬted IroP ePSOo\ee sKDre oStion SODns in tKe \eDr Dnd tKDt oYer 2 stDnd to EeneƬt IroP siPiODr SODns during 2 s D signiƬcDnt reZDrd Ior PucK-DSSreciDted KDrd ZorN
7Kere KDYe Eeen D IeZ cKDnges to our %oDrd Dnd e[ecutiYe teDP I DP deOigKted to ZeOcoPe :Drren (Dst SreYiousO\ cKieI e[ecutiYe oI \$50 +oOdings ZKo Moined tKe %oDrd on {)eEruDr\ Dnd IDin &onn oI %3 ZKo ZiOO Moin on -une 2 7Ke\ EotK Ering D ZeDOtK oI e[Serience I ZouOd DOso OiNe to tKDnN 7Ke Rt +on 3DtriciD +eZitt Ior tKe DdYice Dnd serYice sKe KDs giYen during Ker si[ \eDrs on tKe %oDrd IroP ZKicK sKe retired in 0DrcK 2
7Ke Post notDEOe cKDnge oI course ZDs in our cKieI e[ecutiYe DIter IDn{noZ /ord /iYingston ZDs DSSointed to Ee 0inister oI 6tDte Ior 7rDde Dnd InYestPent I ZouOd OiNe to tKDnN IDn Ior tKe signiƬcDnt SersonDO contriEution Ke PDde EotK to tKe deYeOoSPent Dnd tKe e[ecution oI our strDteg\ +e KDs Eeen reSODced E\ *DYin 3Dtterson SreYiousO\ &(O %7 RetDiO *DYin is D Ƭtting Dnd e[Serienced successor Dnd OeDds D Yer\ cDSDEOe teDP I KDYe eYer\ conƬdence tKDt %7 ZiOO PDNe \et IurtKer Srogress under Kis OeDdersKiS
\$s D resuOt oI our strong SerIorPDnce tKis \eDr tKe %oDrd is SroSosing D ƬnDO diYidend oI S uS 7Kis giYes D IuOO \eDr diYidend oI S DOso uS :e rePDin coPPitted to SD\ing SrogressiYe diYidends to our sKDreKoOders Dnd e[Sect diYidends to groZ E\ - Ior eDcK oI tKe ne[t tZo \eDrs
Our goDO is to deOiYer sustDinDEOe SroƬtDEOe reYenue groZtK suSSorted E\ tKe inYestPents Ze Dre PDNing :e PDde notDEOe Srogress toZDrds tKis goDO in tKe \eDr I DP conƬdent %7 ZiOO PDNe IurtKer Srogress in tKe Seriod to coPe deOiYering Oong-terP YDOue Ior our sKDreKoOders
Sir Michael Rake Chairman 0D\ 2
7Ke ne[t eigKt SDges suPPDrise our \$nnuDO ReSort 7Ke\ outOine our SurSose Ds D coPSDn\ Dnd tKe YDOues ZKicK guide tKe ZD\ Ze ZorN <ou ZiOO Ƭnd D suPPDr\ oI our strDteg\ Dnd our Eusiness PodeO Dnd KoZ tKe tZo OinN togetKer <ou cDn see KoZ Ze KDYe done in tKe \eDr our Ne\ SerIorPDnce indicDtors tKe ƬnDnciDO KigKOigKts Dnd KoZ Ze SerIorPed DgDinst our strDtegic Sriorities \$nd Ze ZiOO sKoZ \ou ZKere \ou cDn Ƭnd Pore inIorPDtion
In tKe 8. we Dre deOivering one oI tKe{IDstest roOOouts oI ƬEre EroDdEDnd in tKe worOd
:e Srovide PDnDged networNed I7 services Ior PDn\ oI tKe ODrgest gOoEDO coPSDnies
:e Dre tKe OeDding Srovider oI voice Dnd EroDdEDnd services to 8. 60(s Dnd consuPers
(ver\ dD\ we toucK tKe Oives oI PiOOions oI SeoSOe KeOSing tKeP coPPunicDte do Eusiness Dnd Ee entertDined Dnd inIorPed
:e Dre (uroSeos ODrgest teOecoPs services wKoOesDOer E{revenue
Our SurSose is to use tKe Sower oI coPPunicDtions to PDNe D Eetter worOd %\ Eringing togetKer tKe Eest networNs Dnd tecKnoOog\ witK tKe e[Sertise oI our SeoSOe we PDNe connections Dnd creDte new SossiEiOities
We use the power of communications to make a Eetter worOG
We are improYinJ our Eusiness 2ur peopOe technoOoJ\ anG networks set us apart
We make a major contribution to societ\ businesses anG{communities
We haYe the ƬnanciaO strenJth to inYest for the future whiOe rewarGinJ our stakehoOGers
:e KDve uSdDted our corSorDte vDOues to reƮect wKDt reDOO\ PDtters to our SeoSOe :e use tKese vDOues to guide tKe wD\ we worN creDting D cuOture tKDt encourDges ever\one to get invoOved in cKDnging tKings{Ior tKe Eetter
7Kis \$nnuDO ReSort reƮects tKe strDteg\ tKDt wDs in SODce during tKe \eDr wKicK wDs DEout PDNing %7 nD Eetter Eusiness witK D Eetter futureo
Our strDteg\ KDs Eeen EDsed on tKree foundDtions wKicK EuiOd on one DnotKer custoPer service deOiver\ cost trDnsforPDtion Dnd investing for tKe future
7Ke Eetter we serve our custoPers tKe Oess tiPe Dnd Pone\ we need to sSend Sutting tKings rigKt %\ trDnsforPing our costs we creDte oSSortunities for investing in our future %\ investing in tKe si[ strDtegic Sriorities sKown EeOow our DiP KDs Eeen to grow tKe vDOue of our Eusiness :e Dre now D Eetter Eusiness tKDn we were Dnd our strDteg\ is evoOving Our si[ strDtegic Sriorities tKDt KDve served us weOO Dre DOso evoOving
/ooNing DKeDd our focus is sKifting Pore towDrds our goDO of deOivering sustDinDEOe SroƬtDEOe revenue growtK :e DiP to DcKieve tKis tKrougK investing in Ƭve strDtegic growtK DreDs ƬEre 79 Dnd content PoEiOit\ Dnd future voice 8. Eusiness PDrNets Dnd OeDding gOoEDO coPSDnies \ou wiOO Ƭnd Pore on tKese in tKe cDse studies tKrougKout tKe reSort
\$nd we wDnt to EroDden Dnd deeSen tKe reODtionsKiSs we KDve witK our custoPers %ut tKe foundDtions of our strDteg\ rePDin ODrgeO\ tKe sDPe{s deOiver suSerior custoPer service trDnsforP our costs Dnd invest for growtK
## Our Eusiness PodeO deOivers vDOue to our sKDreKoOders custoPers Dnd societ\
7Ke uniTue coPEinDtion oI our SeoSOe tecKnoOog\ Dnd networNs togetKer witK tKe Sroducts Dnd services we seOO sets us DSDrt IroP our coPSetitors \$nd we KDve tKe ƬnDnciDO strengtK to invest in tKese to PDNe sure we stD\ DKeDd
7Ke tKree IoundDtions oI our strDteg\ s custoPer service deOiver\ cost trDnsIorPDtion Dnd investing Ior tKe Iuture s Dre Dt tKe KeDrt oI tKe wD\ we run our Eusiness IPSroving our custoPer service KeOSs our custoPers Eut DOso DOOows us to reduce tKe cost oI serving tKeP
7KisreinIorces our ƬnDnciDO strengtK Dnd KeOSs us to invest in our Eusiness Dnd our SeoSOe 7Ke cDsK tKDt we generDte IroP seOOing our Sroducts Dnd services in tKe 8. Dnd Dround tKe worOd KeOSs us rewDrd our sKDreKoOders Dnd IuOƬO our otKer ƬnDnciDO oEMectives
:KDt we do DOso PDtters to tKe coPPunities we Dre in Dnd to wider societ\ :e PDNe connections creDte new SossiEiOities Dnd deOiver vDOue :e Dre conƬdent our Eusiness PodeO wiOO deOiver vDOue todD\ Dnd in tKe future
5eaG more about our business moGeO on paJe 23
/iNe DOO Eusinesses we Dre Dƪected E\ Dnd Pust PDnDge risNs Dnd uncertDinties tKDt cDn iPSDct our DEiOit\ to deOiver our strDteg\
5eaG more on paJe 50
Overview
7Kis \eDr we introduced D revenue growtK PeDsure s tKe trend in underO\ing revenue e[cOuding trDnsit s Ds D .3I It reƮects our goDO to deOiver sustDinDEOe SroƬtDEOe revenue growtK for tKe grouS 8nderO\ing revenue e[cOuding trDnsit wDs uS tKis \eDr in Oine witK our outOooN of Dn iPSroved trend coPSDred witK tKe decOine ODst \eDr
:e grew DdMusted eDrnings Ser sKDre E\ 1orPDOised free cDsK Ʈow of ~2En wDs DOso uS Dnd DKeDd of our outOooN for tKe \eDr of Dround ~2En Our continued focus on cost trDnsforPDtion Dnd deEt reduction KeOSed us DcKieve tKese
)inDOO\ our custoPer service iPSroved tKis \eDr Eut not E\ enougK Our{nRigKt )irst 7iPeo PeDsure increDsed Eut did not DcKieve our tDrget to reverse tKe decOine tKe \eDr Eefore 7Ke widesSreDd Ʈooding Dcross tKe 8. Dƪected our service Dnd tKe strong dePDnd for %7 6Sort SODced D Oot of Sressure on our contDct centre resources Our{Srocesses KDve DOso not Eeen good enougK :e need to deOiver D steS-cKDnge Dnd Dre PDNing furtKer investPents to Srovide D suSerior service to DOO our custoPers
5eaG more about our customer serYice on paJe 16 anG our .3,s on paJe 60
Our resuOts were in Oine witK or DKeDd of tKe ƬnDnciDO outOooN tKDt we Dnnounced Dt tKe stDrt of tKe \eDr 7Ke\ sKow tKDt we Dre PDNing good Srogress towDrds our goDO of sustDinDEOe SroƬtDEOe revenue growtK
%7 *OoEDO 6erviceso investPents in tKe KigK-growtK regions of tKe worOd Dre deOivering Sositive resuOts 7Kese continue to KeOS oƪset revenue decOines eOsewKere witKin tKe division incOuding in tKe 8. SuEOic sector %7 %usiness reSorted Dn iPSroved revenue trend suSSorted E\ I7 services Dnd growtK in %7 IreODnd %7 &onsuPer generDted strong revenue growtK driven SriPDriO\ E\ KigKer EroDdEDnd Dnd 79 revenue reƮecting tKe EeneƬt of %7 6Sort %7 :KoOesDOeos revenue wDs iPSDcted E\ reguODtion Ds wDs OSenreDcKos wKere it oƪset strong growtK in ƬEre tDNe-uS
\$OO of our Oines of Eusiness PDde good Srogress in trDnsforPing tKeir costs \$cross tKe grouS we KDve focused on iPSroving end-to-end Srocesses wKicK sSDn our Oines of Eusiness Our cost trDnsforPDtion Dctivities enDEOed us to DEsorE tKe investPent we PDde in ODuncKing %7 6Sort Dnd PeDnt tKDt DdMusted (%I7'\$ for tKe grouS wDs ƮDt coPSDred witK tKe Srior \eDr
:e KDve continued to invest Dcross our Eusiness Eut our cDSitDO e[Senditure reduced Ds D resuOt of eƯciencies in tKe deOiver\ of our cDSitDO SrogrDPPes 7Kis contriEuted to tKe growtK in our cDsK Ʈow :e{DgDin reduced our net deEt reƮecting our Srudent ƬnDnciDO SoOic\
5eaG more about our ƬnanciaO performance on paJe 59
Normalised free cash Ʈow
FinanciaO outOook which was JiYen at the start of the \ear
a
Customer service improvementb
Proposed full year dividend Year ended 31 March
2012 2014 2013
adjustedb 2% 0%
Adjusted EBITDA by line of businessb Year ended 31 March 2014
0
a &ertain resuOts for the \ears enGinJ 31 0arch 2013 anG 2012 haYe been restateG 6ee note 1 to the consoOiGateG ƬnanciaO statements on paJe 127 for further GetaiOs b ,tems presenteG as aGjusteG are stateG before speciƬc items 6ee paJe 128 for further GetaiOs
c %efore Gepreciation anG amortisation G 6ee GeƬnition on paJe 185
Overview
Revenue in BT Consumer grew 4%, the most in over ten \ears. We achieved this through growing our broadband marNet share, selling more services and reducing the number of customers switching awa\ from BT.
Customers continue to want faster broadband. We now have more than 2.1m customers on our Ƭbre broadband pacNages. This \ear we added 571,000 broadband customers and 192,000 T9 customers. We reduced our customer line loss b\ over 50%.
BT Sport is pla\ing an important role in our strateg. It is a long-term commitment to the 8. pa-T9 marNet. It has enabled us to reach out to sport-centric T9 households and we now have around 3m direct customers.
Market share of broadband lines (DSL+fibre+cable)
Source: BT and market data.
BT Sport hosts some of the best live sporting action and is free for BT broadband customers.
We want to be the Ƭrst choice for SM(s for all their communications and IT services needs. BT Business has a leading position in Ƭ[ed-voice, networNing and broadband services.
We have invested in our sNills and capabilities in the IT services marNet. We have combined our IT businesses into a single division to strengthen our product portfolio and sales channels, and to ma[imise s\nergies.
We have big ambitions in mobilit. We are developing converged Ƭ[ed-mobile oƪerings that build on our strengths in Ƭ[ed services and will use our 4G spectrum. TaNe-up of Ƭbre broadband is growing and we launched higher-speed versions in the \ear. In conferencing, our e[clusive partnership with 'olb\ is helping us diƪerentiate our voice services and grow our marNet share.
This \ear BT Business improved its revenue trend, increased its (BIT'A for the second \ear running and grew its order intaNe b\ 3%.
We want to provide businesses with the communications services the\ need, whether in the oƯce or on the move.
We serve the needs of more than 6,500 large corporate and public sector customers in more than 170 countries worldwide. We have consolidated our position as a global leader in the marNet for managed networNed IT services.
BT Global Services delivers value to our customers b\ combining our products and services with industr-speciƬc solutions and consulting e[pertise. We operate globall\ and deliver locall.
We continue to focus on customer service. We made some progress, but not as much as we wanted. B\ bringing together teams and clarif\ing roles we plan to improve our service at the same time as boosting eƯcienc.
BT Global Services is driving to be a more predictable business in terms of its Ƭnancial performance. We have made progress on this. Our order intaNe grew 9% in the \ear with contracts signed across all our Ne\ geographies. We achieved double-digit revenue increases in the high-growth regions of the world. We continued to transform our cost base, which reduced b\ 4%. This contributed to a £177m increase in our operating cash Ʈow.
Our investments are helping multinational companies e[pand into the high-growth regions of the world.
We want communications providers (C3s) to see us as their wholesaler of choice, giving them the beneƬt of our investments and economies of scale wherever we operate.
We are (uropeos largest wholesale telecoms providera . We have e[panded our product range with the launch of our +osted Communications Services portfolio. This Nind of innovation, together with better product reliabilit\ and customer service, tooN customer satisfaction to its highest level in recent \ears.
I3 ([change, our strategic I3 voice product, has continued to grow rapidl. It carried over 14bn voice minutes globall\, two thirds above last \ear.
+owever, BT Wholesaleos trading environment was tougher this \ear as a result of some signiƬcant customer, competitor and regulator\ decisions. Our total order intaNe was slightl\ lower than last \ear at £1.9bn and our revenue trend worsened over the \ear. But we improved our proƬt performance, with (BIT'A down just 1%.
a See chart on page 18
We have launched a new range of +osted Communications Services in response to growing demand for cloud-based services.
Openreach is becoming a Ƭbre business. Our Ƭbre broadband networN is available to over 19m premises, up from 15m in March 2013. And we are pla\ing our part in building Britainos connected future, helping businesses to grow and communities to prosper.
The number of premises taNing Ƭbre almost doubled in the \ear. There are now over 2.7m connections, 14% of those passed. We have started to roll out Ƭbre in rural communities, supported b\ public funding from the Broadband 'eliver\ 8. (B'8.) programme. We hired around 2,000 people this \ear to deliver the new infrastructure, connect Ƭbre customers and improve our service. But the e[treme levels of rainfall led to higher than e[pected volumes of networN faults, and increased the time to repair them. Our service in the \ear was not good enough. We are investing to improve the resilience of our networN and to meet customerso changing e[pectations.
The number of ph\sical lines increased b\ 83,000 in the \ear. The number of copper and Ƭbre broadband users on our networN rose 826,000. We also saw further growth in our business-grade (thernet services, with the number of circuits growing 14%. Revenue in Openreach declined 1%, and (BIT'A declined 2%, as the impact of regulation oƪset growth in Ƭbre broadband and (thernet revenue.
Being a responsible and sustainable business leader remains at the heart of our strateg\ and underpins BTos purpose. It supports our goal to deliver sustainable, proƬtable revenue growth, while ensuring we ma[imise the contribution we maNe to societ\ and the environment.
Our Better )uture programme helps us achieve this s through our people, products and operations. We demonstrate good business practice and maintain high ethical standards in our suppl\ chain.
We have made good progress towards our ambitious 2020 goals in our three focus areas Connected Societ\, 1et Good and Improving /ives. We increased coverage of Ƭbre broadband and provided free programmes to help people develop their digital sNills. We reduced our own energ\ use and carbon emissions, while enabling our customers to reduce theirs. We helped charities raise millions for good causes with huge support from BT volunteers.
<ou can ƬnG out more about the %etter Future 2020 goals our methoGologies anG how our results are calculateG at wwwbtcombetterfuture
| Our 2020 goals | 2013/14 performance |
|---|---|
| Connected Society More than 910 people in the 8. will have access to Ƭbre-based products and services |
6.610 people can access Ƭbre-based products and services |
| Net Good +elp our customers reduce carbon emissions b\ at least three times the end-to-end carbon impact of our business |
1.31 achieved against our 2020 goal of 31 |
| Improving Lives 8se our sNills and technolog\ to help generate more than £1bn for good causes |
Over £85m raised for good causes BT people volunteered over 46,000 da\s |
Our Ƭbre networN now covers around two thirds of 8. premises. 'uring the 2013 Children in 1eed telethon we handled 245,000 calls with over 700 BT people volunteering to answer phones on the night.
The 8. is alread\ ahead of its main (uropean peers when it comes to Ƭbre broadband. And we intend to sta\ ahead thanNs to BTos investment in Ƭbre.
More than 19m homes and businesses have access to the technolog\ thanNs to BT, and around 14% of these are alread\ connected to services via Openreachos open wholesale networN.
These Ƭgures will continue to grow as we complete our commercial rollout and deplo\ even more Ƭbre with the help of Broadband 'eliver\ 8. (B'8.) funding.
The B'8. programme is going well. BT and its public sector partners are passing more than 20,000 premises a weeN across 44 separate projects. This should deliver huge economic and social beneƬts to households and businesses across the 8..
2ur Ƭbre programme is going well with our engineers connecting homes anG{businesses across the 8. Some city areas have proveG challenging in the past but we are returning to those anG will pass hunGreGs of thousanGs of aGGitional premises with Ƭbre
Mike Galvin s M' 1etworN Investment at Openreach
Our R ' team set a new data speed world record in recent trials s achieving speeds of up to 1.4 terabits per second over a Ƭbre linN in our core networN between /ondon and Ipswich. That is enough to send 44 uncompressed +' Ƭlms a second.
Superfast Cornwall, our partnership with the (8 and Cornwall Council, is alread\ an outstanding success. 90% of the count\ now has access to Ƭbre, and nearl\ one in Ƭve homes and businesses are connected. Independent research has found that Cornish businesses are creating more jobs and growing faster thanNs to the technolog.
%ecause superfast broaGbanG is available to us in &ornwall we can now run a worlGclass Gigital business anG{enjoy all the beneƬts of living anG working here Jess Ratty s Communications 'irector, .(O digital, 1ewTua\
23 Of 8. premises have £20 BeneƬt to the 8. 0% Of Cornwall alread\ has 20000 1ew jobs e[pected to £50m Of additional investment
access to our Ƭbre broadband
econom\ for ever\ £1 invested in the B'8. programmea
be created in the ne[t ten \ears b\ the B'8. programmea
announced b\ BT for 8.{cities
access to Ƭbre broadband via Openreach
BT Home Hub 5 t With smart dual-band technolog\ and 802.11ac wireless, it oƪers our fastest and most reliable connection with BT InƬnit.
| Find out more at | |
|---|---|
| wwwbtcominƬnity |
a 8. %roadband ,mpact Study '&0S 1ovember 2013
# 3urpose and strateg\
This section is about our purpose and the strateg\ we are following to achieve it. We e[plain the strategic priorities we have been focusing on to deliver our strateg.
This Strategic Report was approved b\ the Board on 7 Ma\ 2014. B\ order of the Board
Group General Counsel & Company Secretary 7 Ma\ 2014
Watch m\ video online at www.bt.comannualreport
Weove made strong progress this year ,om e[cited about the future and how %7 will be right at the heart of shaping it
Iom incredibl\ proud to worN for a communications compan\ with a great sense of purpose and with man\ talented and dedicated people.
The world is being transformed b\ communications. The\ are changing how we worN, how we banN, how we shop and how we thinN bringing new wa\s of delivering healthcare and education reshaping how governments operate helping to create new businesses and driving social mobilit. BT is right at the heart of this. Our purpose is to use the power of communications to maNe a better world.
Businesses that Ʈourish over the long term are ones that have a purpose thatos be\ond simpl\ maNing mone. B\ bringing together our networNs our technolog\ and the hard worN and e[pertise of our people, BT is able to deliver value for our shareholders and customers and contribute to societ.
When I joined BT ten \ears ago, what strucN me most was the compan\os histor\ of innovation and the fact that this was a business that consistentl\ innovated and recreated itself s and that continues to be true toda.
)rom that ver\ Ƭrst wireless telephone call, to our innovations in Ƭbre optics that support global communications, weore now where we are toda\ s with a heartland in the 8., the bacNbone of the countr\os communications infrastructure and with operations all over the world.
Itos wh\ weove invested and will continue to invest in
All of this is aimed at creating a growing BT and delivering our goal of sustainable, proƬtable revenue growth for the business. And our investments are delivering for us. The cumulative eƪect is that we donot just help individuals and businesses to grow and prosper s we worN as an engine of growth and prosperit\ for the econom\ as a whole.
The wa\ weoll bring our purpose alive, and deliver our goal, is to e[ecute on ever\ aspect of our strateg. If we do this, weoll continue to deliver for our shareholders, customers and for societ.
Weove made strong progress over the last \ear beating marNet e[pectations and growing revenue, earnings per share and normalised free cash Ʈow. Our results provide a strong platform to build on in the \ears ahead as we continue to focus on improving the service we provide to our customers and delivering on our investments.
Iom reall\ e[cited about the future and how BT will be right at the heart of shaping it. Iom conƬdent that with the support of our people, weoll continue to use the power of communications to maNe a better world.
Gavin Patterson Chief Executive 7 Ma\ 2014
Our purpose is to use the power of communications to maNe a better world. B\ bringing together the best networNs and technolog\ with the e[pertise of our people, we maNe connections and create new possibilities.
The world is being transformed b\ communications. BT is a communications compan\ s and our purpose is to use the power of communications to maNe a better world.
Our heartland is the 8. where we are the fabric of the national infrastructure. But we are not just a 8. compan\ s we have operations that stretch around the globe. In the 8., we sell products and services to consumers and small and medium-si]ed enterprises (SM(s). Around the world, as well as in the 8., we provide managed networNed IT services to large multinational corporations, domestic businesses and the public sector. We also sell wholesale telecoms services to C3s in the 8. and internationall.
Our s\stems deliver the intelligence of the modern world. B\ bringing together our networNs, our technolog\ and the hard worN and e[pertise of our people, we develop services that our customers value.
These da\s, life and worN is built around connectivit. Through us, millions of individuals connect to friends and famil\, and have a wealth of information and entertainment at their Ƭngertips.
We believe that people want to worN with a compan\ that supports their abilit\ to grow and is a positive force in the communities where it operates. Whether it is b\ maNing connectivit\ accessible wherever it is needed, helping our customers to become more energ-eƯcient or looNing for new wa\s to maNe healthcare or education more eƪective, we are committed to growing a successful business, b\ being valuable to our customers and societ. And we are committed to delivering value to our shareholders.
Our strateg\ is based on three foundations. The\ build on one another and are supported b\ si[ strategic priorities.
Our strateg\ for the last four \ears has been about maNing BT na better business with a better futureo.
Improving our customer service, transforming our cost base and investing in the si[ strategic priorities shown below. These have been the foundations of our strateg. The\ build on one another. The better we serve our customers, the less time and mone\ we need to spend putting things right. The more we save through transforming our costs, the more we can invest in giving customers what the\ need now and in the future.
We are now a better business than we were and our strateg\ is evolving. Our si[ strategic priorities that have served us well are also evolving. Being a responsible and sustainable business leader for e[ample is now part of who we are and how we do things s not a standalone priorit.
/ooNing ahead, our focus is shifting more towards our goal of delivering sustainable, proƬtable revenue growth. To achieve this we need to broaden and deepen our relationships with consumers, businesses and public sector clients, increasing our relevance to them as marNets and technologies change.
The foundations of our strateg\ will remain largel\ the same s deliver superior customer service, transform our costs and invest for growth s but the activities will shift as we enter the ne[t phase of our journe.
We have improved our customer service this \ear, but not b\ as much as we had wanted to. nRight )irst Timeo (R)T) is our Ne\ metric for customer service (see page 61). In practice, R)T means understanding what our customers need, Neeping our promises to them, Neeping them informed, and acting TuicNl\ to Ƭ[ things if the\ go wrong.
The R)T measure that we report for the \ear compares the average for the fourth Tuarter with that for the \ear before. Our aim for the \ear was to recover the 4% decline in R)T performance reported last \ear, but we onl\ achieved a 1.5% improvement.
Our service in the \ear was impacted b\ the widespread storms and Ʈooding across the 8. which led to record levels of faults and meant that it tooN longer than normal to provide our services. In BT Global Services, R)T did not increase b\ as much as planned partl\ as a result of a bacNlog of orders. We also saw a signiƬcant rise in demand following the launch of BT Sport in August. This put pressure on our contact centre resources, which aƪected the levels of service some customers received.
Our strateg\ begins with customer service deliver\, so we are disappointed with an\ setbacNs in our Tualit\ of service, whatever the reason. We received some bad press on customer service during the \ear and we did let some customers down. We apologised where we had done so.
Customer e[pectations are changing. +ouseholds are increasingl\ reliant on their Ƭ[ed-lines for access to the internet. Their e[pectations around service continuit\ and reliabilit\ have therefore risen. We have not alwa\s Nept pace with this change. And our processes have also not been good enough. We are therefore maNing further investments in our s\stems, our people and technolog\ and in the resilience of our networNs.
We want to deliver a step-change to provide a superior service to all our customers. This \ear we have
We also made progress on the focus areas we outlined in last \earos Annual Report earl\ life failures repeat visits and how we respond to major service outages.
Going forward, we plan to
30
<ou can read more about customer service delivery across our lines of business from page
We have continued to drive our cost transformation activities across the group. This \ear, the beneƬts of this to our bottom line have been oƪset b\ our decision to invest in BT Sport. Our underl\ing operating costs e[cluding transit were up 1%, but decreased 3% e[cluding our investment of around £450m in BT Sport and a £64m non-cash increase in the pensions operating charge. In aggregate, operating costs and capital e[penditure have reduced b\ around £5bn over the last Ƭve{\ears.
We have continued to focus on end-to-end (e2e) processes which span our lines of business. The creation of a central team to implement all e2e and comple[ programmes has improved our abilit\ to deliver them. SpeciƬc e2e programmes included
'uring the \ear, we introduced the nContinuous Improvemento (CI) initiative which we outlined in last \earos Annual Report. This gives our people the tools for team-based problem solving to improve the processes around them. 7,000 full-time emplo\ees have now been through a CI nwaveo, which is t\picall\ a 12-weeN programme. Initial results have shown improvements in eƯcienc\, customer service and emplo\ee engagement.
We continue to benchmarN our cost structure against other large telecoms operators. Our biennial review showed that while we have moved closer to the top spot overall, there are still further opportunities for improvement.
Our cost transformation plans for the coming \ear include more non-8. and e2e process reviews and further Continuous Improvement.
<ou can read about cost transformation within our lines of business from page
We are investing in the things that set us apart from our competitors, such as our people, technolog\ and networNs. These ensure that our business model is sustainable (page 23).
There are Ƭve strategic areas that we are focused on. We believe that investing in these will deliver sustainable, proƬtable revenue growth and value for our shareholders through long-term cash Ʈow growth
| Fibre | )ibre remains at the heart of our plans customer demand for faster broadband continues to grow. Our progress on rolling out Ƭbre in the 8. is described on page 44. It is a long-term investment for us. We Ƭrml\ believe that it is the right thing for the future of BT and the right thing for the 8 |
|---|---|
| TV and content |
Triple-pla\ bundles of T9, broadband and Ƭ[ed-voice continue to grow in importance for customers. We have developed our T9 and content oƪers s 201314 was a watershed \ear for us. We launched the award-winning BT Sport channels and acTuired 8()A Champions /eague and 8()A (uropa /eague football rights for three{\ears from summer 2015. We also added 38 channels to our T9 service. |
| Mobility and future voice |
)ollowing our 4G spectrum purchase in )ebruar\ 2013, we announced an M91O partnership with (ver\thing (ver\where ((() in March 2014. Together with our 8.-wide wi-Ƭ hotspots, we will be able to create compelling propositions so that consumers and businesses can e[ploit the convergence of Ƭ[ed and mobile services. |
| UK business markets |
We are e[cited about the opportunities to use cloud, I3 and converged Ƭ[ed-mobile technolog\ to allow our 8. business customers to improve their productivit. We are investing in our networN, portfolio, service and sales channels to help them maNe the most of these technologies. We believe this will help us to grow our share of their spending. |
| Leading global companies |
We are also investing in our services, networN and e[pertise to increase our share of spending with our large global customers. And we will continue to support them as the\ e[pand further into the high-growth regions of the world (see page 31). |
We are investing in our customer service, as described above. And we are investing in our people so the\ can continue to thrive, improve their sNills and contribute further to our business. We sa\ more about this on page 24.
We believe that we have the foundations in place for an e[citing future. The investments we have made so far are delivering. And we will continue to invest to achieve our long-term Ƭnancial objectives.
<ou can read about how our lines of business have been investing from page
Our si[ strategic priorities deliver value to customers and support our overall strateg.
Broadband is available to virtuall\ all 8. homes and businesses. And it is increasingl\ at the centre of peopleos lives. The\ use it to shop, access information, learn, watch television and download movies and music.
Customers still cite price as a Ne\ reason for choosing a broadband provider, but customer service, the abilit\ to bu\ bundled products and broadband speed are also important factors.
Our strateg\ is to invest in broadband-based services that help consumers get more from being connected. This will help us to win new customers and Neep e[isting ones in a competitive marNet.
)ibre is at the heart of our strateg. It allows several people in a household to do more things at the same time. BT InƬnit\ is now available to two thirds of 8. premises and sales have accelerated this \ear.
Televised sport is a must-have for man\ households. We launched BT Sport in August 2013 s it is free with BT broadband. It maNes our e[isting customers more lo\al and allows us to start relationships with new ones.
The number of homes taNing two or more services in a bundle from a single provider continues to grow. )ibre broadband and BT Sport help us to compete better in this marNet.
Our future plans include
30
Businesses want communications and IT services that help them to grow, manage their costs and operate Ʈe[ibl. Technolog\ changes are removing the distinctions between Ƭ[ed, mobile and IT services. This means business users have more Ʈe[ibilit\ about where the\ worN and also means the\ can be more productive.
We want to be the Ƭrst choice for 8. SM(s as a single, trusted supplier for all these services. Addressing this large marNet will help us to increase our marNet share and target growth opportunities.
The SM( marNet is fragmented and competitive. But we have several areas of strength that we can build on including the national coverage and breadth of our services the strength of our sales channels and our brand.
We are the largest provider of Ƭ[ed communications services for SM(s. We also oƪer a wide range of mobile and IT services, including cloud, hosted and uniƬed communications solutions. Man\ of these are now integrated with, or use, our networN. This helps us diƪerentiate ourselves from those mobile and IT services providers who do not have their own Ƭ[ed networN infrastructure.
There are few companies that can fulƬl the needs of the worldos multinationals for outsourced managed networNed IT services. We are a leader in this growing marNet.
Our customers looN for a provider with global reach, industr-speciƬc solutions and e[pertise. With the rise in mobilit\, we are seeing increased demand for collaboration, cloud and securit\ solutions.
Building on our strengths in the 8. and Continental (urope, we are helping multinationals e[pand into the high-growth regions of the world s Asia 3aciƬc, /atin America, TurNe\, the Middle (ast and Africa. We are also helping local companies in these regions become better connected internationall.
Our customers tell us there are a number of things which maNe us stand out our global assets, people and technolog\ industr\ e[pertise and solutions our consulting capabilit\ and our innovation, based on our e[perience and resources in the 8..
We are building a better business, strengthening our position as a global leader and improving our Ƭnancial performance.
We operate mainl\ in competitive marNets served b\ a large number of C3s. B\ oƪering wholesale services to these C3s we can share in their success.
C3s var\ in terms of their propositions, their target marNets and their business models. Their wholesale needs therefore also var. Some just want networN components others want a complete retail solution some want a mi[ture of both. The\ ma\ need help to launch new products, to serve more customers, to lower their costs or to manage their risNs.
There are also some common themes. C3s want simple, Ʈe[ible products and innovative, tailored solutions. The\ want an e[pert and dependable provider who is eas\ to do business with. Above all, the\ want to bu\ reliable wholesale products at Neen prices.
We aim to be the wholesaler of choice b\ giving them these things. Through our products and services we give them access to our platforms, sNills and technolog\, as well as to our economies of scale. Our approach promotes competition and avoids creating duplicated infrastructure. It encourages innovation b\ enabling C3s to focus on Ƭnding new wa\s to serve their customers.
We suppl\ over 1,400 C3s in the 8. as well as more than 1,000 around the world. We remain (uropeos largest wholesale telecoms provider.
European wholesaler market share by revenue (2012)
Source: European Wholesale Market Share, 2011-12: The Big Picture, Ovum, January 2014.
Our networks underpin the services that we provide to our customers{s consumers, businesses, the public sector and other C3s. We aim to be the best network provider in the 8. b\ investing in our networks (adding capacit\ and making them more eƯcient and reliable) and providing the best services over them. This will enable us to meet the continuall\ growing demand for bandwidth and reliable, alwa\s-on broadband services.
Our network of e[changes covers the entire 8. (e[cept the +ull area which is served b\ .COM Group). We are able to provide copper-based telephon\ services and Ƭbre-based (thernet services to over 99% of 8. premises from these e[changes. We are able to provide copper-based DS/ broadband to around 99% of premises and Ƭbre broadband services to around two thirds of premises.
The 8. has the widest coverage of high-speed broadband of (uropeos Ƭve largest countries b\ population. We want to improve access to Ƭbre broadband even further. We believe this will support economic growth. Faster broadband speeds are e[pected to contribute £17bn to the 8.os annual Gross 9alue Added b\ 2024a .
As a responsible and sustainable business leader, our Better Future programme is embedded in who we are and how we do things. It focuses on those areas that beneƬt both society and our business.
(ach year we use a materiality review process to work out the social and environmental issues that are important to our stakeholders and relevant to our business. The starting point for any responsible business must be to get the basics right to oƪer good products and high levels of customer service to operate ethically and to be a good employer.
Since 201213, we have focused on three key areas where we believe we can make the biggest diƪerence. We call them Connected Society, 1et Good and Improving /ives.
Our vision is to help improve society through the power of digital connections. We want to get more people online and help them develop the skills and the conƬdence to make the most of this opportunity. We want to increase access to the internet, make it easy for everyone to use our products and to work with others to drive digital inclusion.
We want to help society live within the constraints of the planetos resources. Communications technology can be used to reduce the pressure on these resources, including cutting carbon emissions. Through our operations, products and services we can be a force for environmental nnet goodo among consumers, our business customers and in our supply chain.
We can beneƬt our business at the same time. For e[ample, by developing new products or services that help customers reduce their energy consumption, as well as reducing our own energy usage and costs.
Our vision is to help improve hundreds of millions of lives globally by providing support to good causes. Using our technology and the skills of BT volunteers we can ma[imise the diƪerence we can make in supporting charities and community groups.
This is also good for our business. It strengthens our brand perception among our stakeholders, improves employee engagement and skills, and showcases our technology.
<ou can read about our performance as a responsible and sustainable business on page 71
The Committee for Sustainable and Responsible Business oversees our corporate responsibility, environment and community activities, and our Better Future programme. It is supported by our Sustainable Business /eadership Team which is made up of senior e[ecutives from across our business units.
<ou can read more in the Committee for Sustainable and 5esponsible Business Chairmanos report on page 90 To Ƭnd out more, take a look at our Better Future report at www.bt.combetterfuturereport
Delivering our strategy
With three channels showing live top tier action from the Barclays 3remier /eague and the Aviva 3remiership, as well as a host of other sports.
From summer 2015 BT Sport will also be the new UK home of live U(FA Champions /eague and U(FA (uropa /eague football.
We now have around 3m BT Sport customers and the channels reach around 5m homes (when BTos wholesale deals are taken into account).
,om pleased that Moto*P is part of such a huge and e[citing project as BT Sport. ,om sure it will provide the in-depth coverage that Moto*P deserves, so that British fans can follow the fortunes of British riders in the Championship. Manel Arroyo s Managing Director, Dorna Sports
38
([clusively live football matches from the Barclays 3remier /eague, including 18 ntop pickso
Five Year deal with Dorna Sports for e[clusive rights to the FIM MotoG3v World Championship, starting from the 2014 season
NB\$
And BT Sport is bringing the worldos best basketball action to the UK and Ireland, with up to 200 games throughout the season
, am thrilled that BT Sport will be the only place where fans can enjoy all the live action from the 8EF\$ Champions /eague and 8EF\$ Europa /eague. Both tournaments are world class and Ƭrm favourites for many.
For more information, visit www.sport.bt.com
This section e[plains how we are organised to deliver our strategy. We describe the importance of our people, assets and resources in making this happen. We provide information on the products and services we sell. We e[plain the diƪerent customers and markets we serve, the trends we are seeing in our markets and how each of our lines of business performed this year. We also e[plain our human rights policy, the regulatory environment and risks that aƪect us.
Revisions made to line of business results
(ƪective from 1 April 2013 we made a number of changes that simplify our internal trading and more closely align our line of business results with our regulatory accounts. Comparative Ƭnancial results for each line of business for 201213 and 201112 have been restated to be on a consistent basis throughout this Annual Report. There was no impact on the group results from these changes. See page 127 for further details.
We assess and e[plain the performance of the group and the lines of business using certain alternative performance measures. 57 For further details, see page
The key management committee is the Operating Committee, which meets weekly and is chaired by the Chief ([ecutive. Brief details of its members are set out below.
The Operating Committee is responsible for running our business and delivering our strategy. It monitors the groupos Ƭnancial, operational and customer service performance and has cross-business oversight of the lines of business. It also reviews the groupos key risks and considers the potential threats to and opportunities for the business.
The Operating Committee develops BTos strategy and budgets for the Boardos approval recommends to the Board capital e[penditure and investment budgets allocates resources across BT within plans
Appointed Chief ([ecutive in September 2013. Gavin was formerly C(O, BT Retail and prior to that Managing Director, BT Consumer, BT Retail.
Appointed Group Finance Director in December 2008. Tony was formerly CFO, BT Retail and Managing Director, BT (nterprises.
Appointed C(O, BT Global Services in October 2012. /uis was formerly president of the (urope, Middle (ast, Africa and /atin America operations of BT Global Services. Before joining BT, /uis worked at (ricsson, IBM and Group Santander.
Appointed Group 3eople Director in October 2011. Before joining BT, Clare was director general of workforce for the 1+S and Social Care at the Department of +ealth. Clare was also previously group personnel director at Tesco.
Appointed C(O, BT Consumer in September 2013. -ohn was formerly Managing Director, BT Consumer, BT Retail and prior to that Chief Operating OƯcer in BT Consumer. Before joining BT, -ohn held roles as marketing and commercial director at Telewest (now 9irgin Media) and brand manager at 3rocter Gamble. a
agreed by the Board prepares and delivers major programmes and reviews the senior talent base and succession arrangements. The Operating Committee can approve, up to certain limits which are set by the Board, capital e[penditure, disposals of Ƭ[ed assets, investments and divestments. It can, and has, delegated some of these approvals to sub-committees, such as the Design Council, and to senior e[ecutives. The Company Secretary attends all meetings of the Operating Committee.
Appointed C(O, BT Technology, Service Operations in -anuary 2013. Clive was formerly C(O, BT Innovate Design and prior to that 3resident of 3ortfolio Service Design. Clive joined BT in 1986 and has held positions in most of BTos lines of business.
Appointed C(O, BT Wholesale in September 2011. 1igel was formerly Managing Director, BT Business, BT Retail and prior to that Managing Director, Customer Service, BT Retail. 1igel joined BT in 1979 and has held a wide range of roles including C(O, BT Conferencing.
Appointed C(O, BT Business in September 2013. Graham was formerly Managing Director, BT Business, BT Retail and prior to that C(O of BT Ireland. Before joining BT, Graham held a number of senior management positions including managing director of 1T/ in the Republic of Ireland.
Appointed C(O, Openreach in February 2014. Before joining BT, -oe was head of the UK bank at +SBC. -oe has e[tensive e[perience in customer service and programme delivery. The C(O of Openreach cannot be a member of the Operating Committee under the provisions of the Undertakings.b
Directors of BT *roup plc. <ou will Ƭnd their full biographies on pages 78 and 7. b <ou will Ƭnd more information on the 8ndertakings on page 4.
Our business model delivers value to shareholders, customers and society while allowing us to reinvest in the business and fulƬl our purpose.
Our business model starts with the things that set us apart from our competitors. We have a uniTue combination of people, technology and networks which we bring together to create and deliver our products and services. And we have the Ƭnancial strength to invest in all of these to make sure we stay ahead of the competition.
Our people are key to the success of our business. You can Ƭnd more on their skills and capabilities and the investments we are making in them on page 24. The assets and resources that help us deliver our strategy and support our business model are described on page 26.
We make money by selling our products and services in the UK and around the world through our customer-facing lines of business. Our products range from telephony and broadband services for UK households through to managing the networks and communications needs of some of the worldos largest multinational companies. We sell through a range of channels including online, contact centres and desk or Ƭeld-based account managers. Our revenue is mostly subscription or contract-based. 3eople, households and SM(s pay for standalone or bundled services on a monthly, Tuarterly or annual basis (typically on 12-24 month contracts). /arge corporate and public sector customers usually buy managed networked IT services on contracts spanning several years. Contract durations with our wholesale customers range from just one month for regulated products, to Ƭve years or more for major managed services deals.
The three foundations of our strategy s customer service delivery, cost transformation and investing for the future s are central to our business model.
Good customer service helps cost transformation. Reducing the number of times things go wrong means the service we provide to our customers is better and we spend less time and money putting thingsright. The savings from transforming our costs are used to make long-term investments in the future of our business and in the things that set us apart from our competitors.
The cash we generate from selling our products and services gives us the Ƭnancial strength to reward our shareholders. It allows us to reward our people and fulƬl our Ƭnancial obligations to our pension scheme, our suppliers and our lenders.
But it is not just about the Ƭnancial value that we create. What we do matters. We make connections, create new possibilities and deliver value to individuals, families, businesses, our communities, and society in general. We help millions of people communicate, be entertained, do business and generally live their lives. In doing so, we fulƬl our purpose of using the power of communications to make a better world.
We see more and more demand for our products and services because they play such an integral role in modern life.
+owever, communications markets are very competitive, particularly in the UK. We make sure we are on top of market and competitive trends through dedicated ninsighto teams. Our (nterprise Risk Management framework (see page 50) helps us identify and mitigate the challenges and risks we face. And we use governance committees to make sure that the investments we make are appropriate and will deliver products and services that are attractive to customers.
We are conƬdent our business model is sustainable and that we will be able to deliver value both today and in the future.
(very day our people touch the lives of millions, providing services that help customers get the most out of their work and personal lives. We invest in our people so they can succeed and contribute to our business.
A clear purpose guides everyoneos contribution in BT. By bringing together the best networks, technology and products and services for our customers, we use the power of communications to make a better world.
During the year we updated our corporate values to reƮect what really matters to our people. Teams are increasingly using these values to guide the way they work, creating a culture that encourages everyone to get involved in changing things for the better.
At 31 March 2014, we had 87,800 full-time eTuivalent employees in 61 countries s 72,200 of them based in the UK. We are the 15th largest employer in the UK, supporting its economy by providing jobs and income.
We recruited around 8,100 people in the year. Of these, around 4,800 were in the UK and include around 1,400 engineers (500 of whom are former armed-forces personnel) and over 600 apprentices. We created over 500 new roles in the UK which were previously undertaken by agency or oƪshore resources. And outside the UK we insourced a further 2,200 roles. Meanwhile, we have increased our workforce by 60% in the high-growth regions that we are investing in, with around 500 recruited into our global development centres in India and Malaysia.
Overall, the recruitment of new people was oƪset by reductions as a result of natural attrition, our restructuring programme and eƯciencies.
UK Non-UK
We continue to build a pipeline of future talent and plan to recruit around 900 graduates and apprentices in 201415. And as part of nMovement to Worko, a UK employer-led initiative backed by the 3rinceos Trust and the Government, we are oƪering up to 1,500 work placements to 18-24 year-olds.
When a role is no longer needed, our transition centre helps the individual learn new skills and Ƭnd alternative roles in the business, rather than being made redundant. This year around 2,500 people were retrained and redeployed in this way.
3roactive policies on inclusion and diversity help us deliver against the needs of a varied customer and supplier base. More than 6,000 of our people belong to internal employee networks that reƮect the diversity of our workforce women ethnic minorities disability lesbian, gay, bise[ual and transgender Christian Muslim and carers. As a nTwo Tickso employer (awarded by -obcentre 3lus to UK employers who have made certain commitments), we have well established policies and practices to support the recruitment, development and retention of people with disabilities. Applicants with disabilities or long-term health conditions s and who meet the minimum criteria for the vacancy s are automatically put through to the Ƭrst stage of the recruitment process.
We are rated in the Top 10 private sector organisations for both ethnicity and gender diversiƬcation as benchmarked by Business in the Community. Our declared disability rate is 5%, with 8% of this yearos graduate recruits registered as disabled.
We are listed in The Times Top 50 places for Women to Work. Our gender diversity policy for the BT Board is to aim to have at least 25% female representation. For most of the year we had at least 30% female representation on the Board. At the year-end this had declined to 22% (two female directors out of a Board of nine) following the retirement of 3atricia +ewitt in March 2014. We will look to address this in line with our diversity policy. We describe the composition of the Board in the Governance section on page 86.
Below Board level, 573 (20%) of our senior e[ecutives are female with 2,353 (80%) male. We are focused on appointing more women into operational roles at senior manager level. Across the company, 18,400 (21%) of our people are women and 69,400 (79%) are male in a sector that has traditionally been male-dominated.
We have made signiƬcant improvements against our key health, safety and wellbeing targets. At the year-end, our annualised lost time injury (/TI) rate was 1.93 incidents per million working hours compared with 2.29 a year earlier.
During the year we received the BRAK( Road Safety Charityos Fleet Safety Analysis and Action Award. This recognises our e[tensive risk assessment, data analysis and interventions strategy for road safety. Over a ten-year period our approach has resulted in a halving of collision rates and cost, across a Ʈeet of more than 34,000 vehicles.
We have continued to support our people to deal with the ups and downs of everyday life. We trained around 950 people managers in the year to enhance their own personal resilience and support that of their teams. Resilience is associated with lower levels of absence, increased productivity, greater engagement and better wellbeing overall. With increased awareness of managing mental health, managers are better eTuipped to support people facing these issues. The improvements we have made have been demonstrated in both standardised psychological measures and our own Wellbeing Inde[.
<ou can Ƭnd more about wellbeing in our Better Future report at www.bt.combetterfuture
We retained accreditation against the Investors in People standard for the 15th consecutive year. Conferred by the UK Commission for (mployment Skills, it conƬrms people management e[cellence around the key areas of strategic planning, culture and communication, eƪective management, managing performance and developing people.
The BT Academy develops professional skills across four faculties leadership, customer, business and technical. Around 5,000 leaders s from senior e[ecutives to junior managers s have learnt new ways to lead, coach and support their teams. A global programme is giving our frontline people the skills, tools and techniTues to improve the way they serve customers.
Our people cited a 22 percentage point improvement in the internal communications they received over the last three years.
We keep our people informed about company results, major business decisions and other things that aƪect them using a variety of digital channels. /eaders regularly connect with their teams through roundtable meetings, ntown hallo debates, site visits, webcasts and blogs.
We consult our people or their representatives on a regular basis, taking their views into account on decisions likely to aƪect them. In the UK, we recognise two main trade unions. The Communication Workers Union represents people in engineering, administrative and clerical positions. Prospect represents managerial and professional people. We also operate a pan-(uropean works council, the BT (uropean Consultative Committee.
Through our international volunteering programme, all of our people can use three working days to support causes they feel passionate about. During the year, 16% of our people volunteered over 46,000 days of their time supporting over 1,300 charities and community groups across the globe. Not only is this a great source of pride, it helps people develop new skills and greater awareness about the communities we work in.
In the UK, over 700 BT people took calls to support the 2013 Children in Need appeal. We powered Sport Reliefos fundraising eƪorts by co-ordinating 87 call centres and 1,000 BT volunteers helped take 234,000 calls.
More than 200 BT volunteers help run the BT Young Scientist Technology ([hibition. This is a grassroots initiative in Ireland to raise schoolso engagement in science, technology, engineering and mathematics. It also encourages research and development, innovation and entrepreneurship. It celebrated its 50th event in January 2014, attracting 2,000 entries from more than 4,400 students.
(ach Tuarter, around 32,000 people provide feedback about working for BT through our engagement survey.
(ngagement levels have improved from 3.69 in February 2013 to 3.82 in February 2014 (out of a ma[imum of 5). This is our highest-ever level. All aspects of the employee e[perience showed improvements, including how people feel about their job, their team, their manager, senior leaders and the company. Over the year, feedback from our people shows a growing optimism that things are changing for the better in BT, with a higher level of e[citement about the companyos future.
We engage with our people in diƪerent ways to improve the business. For e[ample, 783 teams entered our annual Customer Challenge Cup competition working on projects to improve local processes and service for customers. The teams identiƬed an £80m beneƬt from cost reduction, cost avoidance and revenue generation, which will also improve customer satisfaction.
Using employee input, we are transforming the way we provide human resources support. A redesigned online portal will give easy access globally to the services people need, saving administration time.
We compare salaries with other companies in our markets to make sure our packages are competitive. In the UK, pay for the vast majority of our engineering and support people is determined by collective bargaining, with fair terms and conditions for all. Managerso pay and bonuses are linked to business performance and their personal contribution.
Our e[ecutives are oƪered long-term incentives to align their reward with the creation of shareholder value. The amount ultimately received depends on BTos performance over a three-year period. In accordance with our regulatory obligations, incentives for senior leaders in Openreach are tied to its business performance rather than that of the wider group.
We also provide pension and retirement beneƬts in addition to statutory retirement arrangements.
<ou can Ƭnd details of the BT Pension Scheme and other retirement plans on page 69
Around 60% of our people take part in one or more of BTos savingsrelated share option plans (saveshare), which operate in over 25 countries.
In August 2013, almost 12,000 people beneƬted from saveshare, receiving, on average, BT shares worth almost £5,000 s a gain of around £2,800. In August 2014, over 22,000 people in our 2009 Ƭve-year plan could each receive shares worth over £48,000 on average (based on the share price as at 31 March 2014). We believe this will be one of the largest ever payouts by a UK plc for an all-employee saveshare scheme.
These are what we need to help us deliver our strategy. Many of them set us apart from our competitors and give us an advantage in our markets.
Our brand is one of our most important assets. We have seen further e[ternal recognition of this over the last year.
In 2013 we were included for the Ƭrst time in the global Brand= survey, conducted by WPP. It ranked BT as the seventh most valuable brand in the UK and the 94th most valuable brand in the world. The survey measures customer perception, reputation and future potential and placed the value of our brand at US9.5bn.
Since then, the value of our brand has grown by 61%. The latest Brand= ranking, released in May 2014, puts our brand value at US15.4bn.
Our partnership with /ondon 2012 strengthened our brand, helping people to see BT in a diƪerent, more positive light. Building on that platform, this year saw further major developments which improved perceptions of our brand. These include the launch of BT Sport and our high proƬle and rapid rollout of Ƭbre broadband across the UK. Together with our investments in the high-growth regions of the world, many commentators and customers have begun to see BT diƪerently.
Our networks are the foundation of the products and services our customers rely on around the world.
The scale and reach of our global network, which provides service to more than 170 countries, is a key competitive diƪerentiator. Our major global asset is our multi-protocol label switching (MP/S) platform, which is designed to carry diƪerent network services over one common infrastructure. From this platform we oƪer our most popular virtual private network (9PN) services to corporate customers.
We continue to e[pand our global IP ([change footprint (GIP;). We have over 400 networks connected globally to it and this year we launched a new node in Miami. IP ([change now supports +D voice services and we plan to add new features such as 4G mobile connectivity and global wi-Ƭ roaming. This service, which supported over 14bn voice minutes worldwide this year, received the Queenos Award for (nterprise 2014 Innovation in April 2014.
We have an e[tensive broadband satellite network. This helps us serve our multinational customers when they need connectivity in remote locations. /ong-term leased Ƭbre and points of presence (PoPs) support additional international services.
Within individual countries, we have e[tensive networks in the UK, as well as in Germany, Italy, the Netherlands, the Republic of Ireland and Spain.
We oƪer our widest range of network services, access technologies and coverage in the UK. Our Ƭ[ed-line network is one of our most valuable assets and our Ƭbre broadband investment is key to sustaining its value for the UK. We have over 5m BT Wi-Ƭ hotspots to which our broadband customers have unlimited access. We are also continuing to grow our (thernet footprint in response to strong demand and growing data traƯc.
This year we have
Our platforms are the processes and technology that deliver our products and services. They are critical to running our business.
For e[ample, the BT Sport channels are distributed over our T9 platform. It takes our sports content and converts it to a format suitable for viewing on a T9, laptop or smart device. It then transmits it over our broadband network, the UKos digital terrestrial T9 network and Skyos satellite platform. Our T9 platform also includes the BT Sport ordering, monitoring, fault management and billing systems.
As we have brought in new technologies and won outsourced contracts with major customers, the number of platforms we manage has grown. We shut down those we no longer need, moving our customers onto our strategic systems, such as our MP/S platform. For e[ample, this year we closed our legacy Infonet platform and migrated more than 500 corporate customers on to our global MP/S platform. This reduced our costs and means we can provide a better service.
We are making our platforms simpler, more reliable and cheaper to run. And we are continuing to innovate. Capitalising on our research activity, we have implemented a production platform to analyse nBig Datao. This will allow us to manage our own internal data better and get greater insight into market trends.
We are working to reduce the number of data centres we run, despite the increasing amount of capacity we need. We are doing this by decommissioning older server technology, using fewer IT applications and using nserver virtualisationo and our own (nterprise Cloud technology. This, and other programmes, will help us cut our IT energy use over the coming years.
We occupy around 6,350 properties in the UK and 1,740 in the rest of the world.
Most of our UK properties are owned by and leased from Telereal Trillium, part of the William Pears Group. 95% of our UK properties are telephone e[changes housing telecoms and broadband eTuipment. The rest consist of our oƯces, customer contact centres, engineering depots, data centres, and our new BT Sport studios at +ere (ast in the Queen (li]abeth Olympic Park.
The BT Sport studio space is one of the largest /(D-lit studios in the world. +aving contracted for the provision of a low-carbon heating and cooling system across the site, BT Sport has demonstrated its sustainable credentials from the outset.
Outside the UK, 93% of our buildings are operational, housing our hosting and telecoms eTuipment. As part of our strategy of investing in the high-growth regions, this year we opened oƯces in Kuala /umpur, Jakarta, Mumbai and Singapore and entered into an agreement to lease a new oƯce in Kolkata. We also opened new data hosting facilities in Asia and /atin America. In total, we opened 25 new properties outside the UK.
We continue to drive our cost transformation programme of consolidating oƯce space and vacating and disposing of oƯce and operational premises that we no longer need. In the UK, we closed four large data centres in the year and disposed of a number of redundant telecoms buildings. Outside the UK, we disposed of 35 legacy sites.
IP Exchange 14bn 400 170 Over 400 networks connected globally Over 14bn voice minutes annually Available in over 170 countries Europe, \$sia, Americas… Supports +D voice with plans for 4G connectivity and global wi-Ƭ{roaming 3 regional hubs Queenos Award for (nterprise 2014 Innovation 4ueenos Award
BT has a long heritage of innovation, from our roots as The (lectric Telegraph Company in 1846, as the General Post OƯce (GPO) and since privatisation in 1984. We pioneered many of the technologies that our business is now reliant upon. For e[ample, in 1926 the worldos Ƭrst two-way, trans-Atlantic conversation by radio telephone was established from our wireless station near Rugby. And in 1943, Tommy Flowers, working in the telecommunications division of the GPO, developed the worldos Ƭrst programmable electronic computer, Colossus. In 1968, we installed the worldos Ƭrst digital telephone e[change. In 1980, we demonstrated the worldos Ƭrst optical Ƭbre submarine cable. And in 1984, we launched the Ƭrst commercial 140Mbps single-mode optical Ƭbre link which pioneered the basis of our global and Ƭbre broadband networks.
We were also at the forefront of deƬning the global IP and broadband standards which mean our networks are capable of supporting the advanced video, business and internet services we have today. Innovation, supported by our global research and development (R D), enables us to create the new services that customers want. It also helps us Ƭnd new ways of doing things that will improve our eƯciency and reduce costs.
We are one of the largest investors in R D in the UKa and are the second largest investor in R D in the telecoms sector in the worldb. Since 1990, we have had over 10,000 patents granted. This year we increased our Ƭling rate and have Ƭled patent applications for 89 inventions (201213 69). We routinely seek patent protection in diƪerent countries and at 31 March 2014 we had a worldwide portfolio of more than 4,300 patents and applications.c
This year we invested £530m (201213 £544m) in R D. Our research, development and testing is done at global development centres. They help us get products and services into the market sooner by drawing together complementary skills and resources more easily (both our own and third-party). Our technology headTuarters is Adastral Park which is home to over 50 high-tech companies. It is a world-leading innovation campus, employing around 4,000 people. We have continued to e[pand our recently launched development centres in Kuala /umpur and Bangalore that give us local technical e[pertise. In October, we launched a programme of co-innovation with start-ups in /ondonos Tech City.
Our open innovation model gives us access to thinking from outside BT s from small, start-up companies, to some of the best universities around the world. We have teams working with customers, partners and universities in the US, Asia, (urope and the Middle (ast. They help us to identify and track global developments in new technologies, business propositions and market trends. For e[ample, we have been working with partners on new ways to get more value from our Ƭbre assets. These include Ƭbre sensors which detect tampering in the network and techniTues that make sure communication is secure.
We run innovation showcases for our customers, allowing them to discuss applications and solutions with our e[perts. In turn, we get to hear Ƭrst-hand what they need. Our people also help identify innovative new ways to improve our service to customers. This year our awardwinning internal nNew Ideas Schemeo had more than 2,000 submissions, delivering £26m of beneƬt through revenue generation and lower costs, and delivering a better service to our customers.
This year, our research and development focused on
a Comparison based on Ƭgures for 201213 5 D spend. b Comparison based on total 5 D spend over 2008 to 201213. c On average, we Ƭle with four member states of The Patent Cooperation Treaty and three member states of the European Patent Convention.
Our suppliers from across the world play a vital role in helping us to provide our products and services and deliver our strategy. We spent around £9.8bn with our suppliers this year (201213 £9.7bn). The top 100 represent around 61% of our annual spend.
The mi[ of our suppliers continues to evolve as we move into new markets, such as televised sport.
We want to get the most from our suppliers s especially from their diversity, skills and innovation.
As part of our cost transformation programmes we have concentrated on leveraging our relationships with our largest suppliers to get even better value. For e[ample, we have used forecast volumes of future orders to negotiate better prices or terms with our main suppliers.
We have focused for two years on e[tracting value from the tail-end of our supply base by increasing competition between them. This has delivered £40m of savings over this period. In addition, we have deactivated around 16,000 suppliers from our procurement systems.
A revamped strategy to focus on categories of products and services across our lines of business will underpin further cost savings.
We have around 370 people in 30 countries working with suppliers to deliver our procurement strategy.
It is important to us that we know who we are doing business with and who is acting on our behalf. So we choose suppliers using an established set of principles that makes sure both we and the supplier act ethically and responsibly.
We check that the goods and services we buy are made, delivered and disposed of in a socially and environmentally responsible way. We measure factors such as energy use, environmental impact and labour standards.
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We want our supplierso employees to e[perience workplace conditions that meet the standards we have developed. We send our suppliers an ethical standards Tuestionnaire. We follow up with any suppliers identiƬed as high or medium risk, and this year we met 97% of our target to achieve 100% follow-up within three months. We also visit supplier sites to make sure they meet our standards. This year we visited 54 sites (201213 49 sites) around the world.
To comply with the Dodd-Frank Act and our S(C obligations, we asked our suppliers whether their products contain certain minerals which may have been sourced from conƮict areas such as the Democratic Republic of the Congo. We will Ƭle with the S(C the reTuired report describing our due diligence and reƮecting the responses we received.
This year the average number of days between invoice date and supplier payment was 62 days (201213 60 days).
In the UK, we have re-tendered the supplier Ƭnancing scheme that oƪers contracted suppliers the chance to be paid early. This reduces Ƭnancing costs to a new lower rate for all participating suppliers, irrespective of their si]e. We think this will be particularly attractive for SM(s (who make up around 60% of our supply base) and it supports UK Government initiatives to encourage small business growth.
<ou can Ƭnd out more about the Better Payment Practice Code at www.payontime.co.uk
Our business is built around our customers s serving their needs and delivering value to them.
We have Ƭve customer-facing Iines of business BT Global Services, BT Business, BT Consumer, BT Wholesale and Openreach. They are supported by our internal service unit, BT Technology, Service Operations.
During the year, we separated BT Retail into two new lines of business BT Business and BT Consumer. We did this to allow us to better serve our SM( and consumer customers and to better deliver against our strategic priorities.
BT Retail previously comprised four sub units. These were Consumer, Business, BT (nterprises and BT Ireland. BT (nterprises (with the e[ception of BT Wi-Ƭ) and the business and wholesale elements of BT Ireland merged with Business to form the new BT Business line of business. Consumer, BT Wi-Ƭ and the consumer part of BT Ireland have become BT Consumer.
BT Global Services is our largest line of business by revenue, generating 39% of the groupos e[ternal revenue. BT Consumer is the ne[t largest, contributing 22%. This has increased slightly from last year as a result of its revenue growth in the year.
Around 60% of Openreachos revenue is generated from other BT lines of business so its contribution to e[ternal group revenue is the smallest, at 10%. Total Openreach revenue is eTuivalent to 28% of group revenue. It is the groupos largest (BITDA contributor, generating 43% of the total, reƮecting its e[tensive network assets.
BT Global Serviceso (BITDA margins are below that of the other lines of business. At 15%, its proportion of group (BITDA is therefore below its overall revenue contribution.
ªBefore speciƬc items.
(ƪective from 1 April 2013, we made a number of changes that simplify our internal trading and more closely align our line of business results with our regulatory accounts. Comparative Ƭnancial results for each line of business for 201213 and 201112 have been restated to be on a consistent basis throughout this Annual Report. There was no impact on the group results from these changes. See page 127 for further details.
There have been some changes to our organisational structure since the year-end. BT Security moved from our central group functions into BT Global Services in April 2014. This business is in charge of protecting our own and customerso data and assets. We believe that it diƪerentiates the services we can oƪer and will help us win in the market and take full advantage of global opportunities.
Also in April 2014, BT Conferencing moved from BT Business into BT Global Services. This will help us simplify the way we provide integrated collaboration solutions to our global customers.
We are a global leader in managed networked IT services. We serve the needs of more than 6,500 large corporate and public sector customers.
We focus on serving the following key industries and regions.
| Global banking & Ƭnancial markets |
Global consumer packaged goods |
|
|---|---|---|
| Global government | Global health | |
| Global logistics | Global manufacturing | |
| Global mining, oil & gas | Global pharma chemical | |
| Global systems integrators | Global telecom markets | |
| UK | ||
| Continental Europe | ||
| US and Canada | ||
| High-growth regions – Asia PaciƬc, Latin America, Turkey, the Middle East and Africa |
We combine our global reach with local delivery and industry e[pertise. 65% of our people are based outside the UK, in 60 countries.
We work for more than 6,500 large corporate and public sector customers in more than 170 countries worldwide. We serve
Around two thirds of our revenue is generated from corporate customers. Of these, Ƭnancial institutions are our largest customer segment, generating 18% of our revenue in the year.
The UK public sector generated 23% of our revenue. We are a leading supplier to the UK Governmentos Public Services Network (PSN). +owever, we e[pect to face continued declines in local government business, reƮecting the ongoing lower levels of e[penditure in this sector and our focus on only pursuing business that generates economic value.
We also supply a range of services to other telecoms companies.
By region, the UK is our largest in terms of revenue. We serve a wide range of customers, with the Ƭnancial, government and healthcare segments being particularly signiƬcant. Current Analysis ranked us as the number one provider in the UK public sector market, as well as a leader in the UK IP telephony and uniƬed communications market.
Continental Europe is our second largest region, but the slow economic recovery makes this a tough market as corporate customers continue to look for ways to make savings. We have a strong presence in this region with national networks and metropolitan Ƭbre rings in most major markets. We focus on certain key countries such as Belgium, France, Germany, Italy, the Netherlands and Spain. In Italy, according to the telecoms regulator, we are the leading operator of those dedicated to business-to-business services. In Spain, the telecoms regulator ranked BT as the leading alternative to the incumbent operator in the enterprise data transmission market.
The US and Canada is an important region for us because of the high proportion of multinationals that are headTuartered there. Our biggest challenge in the US continues to be ineƪective regulation of wholesale access to incumbent operator networks. However, by refreshing our sales model and launching new products, we hope to grow our share of this market.
The high-growth regions of Asia PaciƬc, /atin America, Turkey, the Middle East and Africa are increasingly important for our customers. We are helping multinationals e[pand into these areas and supporting local companies in these regions as they grow internationally. We are investing in these markets s hiring more people, improving our products and services and building network and IT infrastructure.
Our markets are competitive across our footprint and we continue to face pricing pressure. However, there is good growth potential in the areas where we are investing. For e[ample, Gartnera predicts that cloud
a The *artner 5eports described herein, Forecast: ,T Services, 2012-2018, 1414 8pdate *artner, March 2014) and Forecast: ,nformation Security, Worldwide, 2011-2017, 4413 8pdate *artner, January 2014), represent data, research opinion or viewpoints published, as part of a syndicated subscription service, by *artner, ,nc. p*artnerq), and are not representations of fact. Each *artner 5eport speaks as of its original publication date and not as of the date of this Annual 5eport) and the opinions e[pressed in the *artner 5eports are subject to change without notice.
computing services will grow at a rate of 36% a year globally over the ne[t three years, ranging from 22% in Asia PaciƬc to 53% in /atin America. Gartner also e[pects managed security services to grow at a rate of 16% a year globally over the ne[t three years. Ovum forecasts Ethernet services to grow at a rate of 14% a year globally over the ne[t three years, ranging from 11% in the US and Canada to 31% in /atin America.
Around 90% of our revenue comes from our top 1,000 customers where we see an opportunity to grow our share of their spending.
We deliver value to our customers by combining our products and services with industry-speciƬc solutions and consulting e[pertise. Our network is at the core of what we provide. We have simple product categories organised around what our customers need. This makes them straightforward to buy and link together. Those categories are
Our network services connect our customers to their people, their own customers and to the world. We oƪer a range of IP, Ethernet and internet network services. We deliver these in more than 170 countries over a range of access technologies including DS/, Ethernet and satellite.
People and businesses are using more mobile devices, social media and cloud services. Together with the growth in cyber-attacks, this means that customers are prioritising security. We provide a range of security products and services including Ƭrewalls, web security, intrusion prevention and threat monitoring.
Businesses communicate in a number of diƪerent ways s by phone, SMS, voicemail, instant messaging, email, video conferencing and data-sharing solutions. They want these channels to be integrated and work together. Our collaboration services help customers simplify their communications and transform the way they interact with their customers, colleagues, partners and suppliers.
We provide a range of contact centre services to help our customers build stronger relationships with their customers. Our services provide the option of using email, web chat, social media and the phone s either via automated systems or dedicated advisors. Our cloud solution gives customers more Ʈe[ibility and control over their costs by allowing capacity to change in response to demand.
Businesses want reliable but Ʈe[ible IT platforms and services for their applications, data storage and security. We provide IT services over our global network from our 45 data centres around the world.
As every industry has its uniTue needs and challenges, we provide a range of industry-speciƬc solutions. For e[ample, BT Radian] links Ƭnancial institutions from around the world, giving them access to hundreds of critical applications. BT for /ife Sciences lets research scientists collaborate on a secure platform.
We have e[perts around the world who provide consulting, integration and managed services to our customers. They have a range of specialisms, certiƬcations and accreditations to make sure our customers get the best out of our products and services.
We consolidated our position as a global leader for managed networked IT services. We have focused on improving customer service and investing in our global assets, people and technology. We have made progress towards our aim of being a more predictable business in terms of Ƭnancial performance. Our continued focus on cost transformation has contributed to a £177m increase in operating cash Ʈow.
| Order intake of £6.9bn, up 9% |
Operating costs down 4% |
|---|---|
| Double-digit underlying revenue increase in the high-growth regions |
EBITDA grew 12% supported by cost transformation |
Our investments to support our customers and improve our services have resulted in contract wins across all of our key geographies. We achieved an order intake of £6.9bn, 9% higher than last year.
Contracts we won in the year include
| Customer | Contract |
|---|---|
| Alsea (BT Contact) | A contact centre solution to improve home delivery from 590 of the restaurants it operates in Me[ico. |
| Credit Suisse (BT Connect) |
A renewed global network outsourcing agreement covering a broad range of communications services. Provided jointly with Swisscom, we will support the bank in more than 50 countries. |
| Elster Group (BT Assure) | A contract to supply a managed virtual Ƭrewall service. |
| HeidelbergCement (BT Connect) |
A network to connect HeidelbergCementos sites at 1,100 locations in 37 countries across Europe and Africa. |
| NATO (BT Connect) | Centrally-managed internet access and remote network access services to enable highly secure services and information e[change to and from the internet. |
| Unilever (BT One) | A global IT outsourcing contract including collaboration services (such as audio conferencing and video conferencing) and a fully integrated network providing voice, data, video and mobility services to the companyos 173,000 employees across nearly 100 countries. |
| Western Power (BT Contact) |
A multimedia contact centre in Perth, Australia, to maintain customer satisfaction, meet regulatory reTuirements and handle surges in call volumes, for e[ample during natural disasters. |
| Department of Health and the Health and Social Care Information Centre |
An agreement to continue to deliver N3, which provides secure national broadband services to the NHS. |
| Jabil Circuit (BT Connect) |
Contract for managed network services at 112 locations in 25 countries across the US, /atin America, Asia, Europe and the Middle East and Africa. |
InƮuential analyst Ƭrms recognise us as a global leader in the market. This year we improved our position as a leader in Gartneros global network service providers magic Tuadrant based on our nCompleteness of 9isiono and nAbility to E[ecuteo. We also further improved our position as a leader in Gartneros global communications outsourcing and professional services magic Tuadrant.a
We continue to focus on improving customer service.
We gather feedback from our customers in lots of diƪerent ways, including through our global account management teams and surveys. We use this feedback to identify further opportunities to improve our service and increase customer satisfaction. Customer e[perience and feedback are an important part of how we reward our people.
We made some progress in the year and increased our RFT performance 0.6%. But it did not increase by as much as planned, partly as a result of a backlog of orders. We have focused on clearing this backlog which will help support an improvement in our RFT performance in the future.
Our customers can use our products and services to reduce their impact on the environment. For e[ample, we are helping the NHS save around 150,000 commuting days a year through providing remote access to its secure national broadband network, N3.
In all the societies where we do business, we try to make a positive diƪerence. Through our Connecting Africa project, we are working with SOS Childrenos 9illages, an international charity that focuses on children at risk. We have connected 19 of the charityos sites in nine African countries using our global satellite network.
We reduced our operating costs by 4%, largely reƮecting the beneƬt of our cost transformation programmes. We made savings in our network, procurement and processes.
We have continued to invest to improve our global capabilities.
a The *artner 5eports described herein, Magic 4uadrant for *lobal Network Service Providers, Neil 5ickard, 5obert F. Mason *artner, March 2014) and Magic 4uadrant for Communications Outsourcing and Professional Services, Eric *oodness, Christine Tenneson *artner, October 2013) represent data, research opinion or viewpoints published, as part of a syndicated subscription service, by *artner, ,nc. p*artnerq), and are not representations of fact. Each *artner 5eport speaks as of its original publication date and not as of the date of this Annual 5eport) and the opinions e[pressed in the *artner 5eports are subject to change without notice.
| Year ended 31 March | 2014 £m |
2013a £m |
2012a £m |
|---|---|---|---|
| Revenue | 7,041 | 7,170 | 7,812 |
| s Underlying revenue e[cluding transit | (1)% | (6)% | (1)% |
| Operating costs | 6,109 | 6,338 | 6,977 |
| EBITDA | 932 | 832 | 835 |
| Depreciation and amortisation | 606 | 625 | 701 |
| Operating proƬt | 326 | 207 | 134 |
| Capital e[penditure | 495 | 524 | 560 |
| Operating cash Ʈow | 389 | 212 | 391 |
a 5estated, see note 1 to the consolidated Ƭnancial statements.
Revenue decreased 2% (201213 8%). We had an £8m negative impact from foreign e[change movements and a £40m decline in transit revenue. Our key revenue measure, underlying revenue e[cluding transit, decreased 1% (201213 6%), an improvement on last year.
Our UK revenue declined 5% (201213 8%) reƮecting lower public sector business. In part this reƮects our focus on only pursuing business in this sector that generates economic value. Underlying revenue e[cluding transit in Continental Europe was Ʈat while in the US and Canada the decline slowed to 1%. We generated double-digit growth in underlying revenue e[cluding transit in our high-growth regions.
Operating costs decreased 4% (201213 9%). Underlying operating costs e[cluding transit decreased 3% (201213 11%) reƮecting the beneƬt of our cost transformation programmes.
EBITDA improved 12% (201213 Ʈat) and increased 14% on an underlying basis. Depreciation and amortisation decreased 3% (201213 11%) as a result of lower capital e[penditure in recent years. Operating proƬt increased by £119m to £326m.
Capital e[penditure decreased 6% (201213 6%). EBITDA less capital e[penditure increased by £129m to £437m compared with an increase of £33m to £308m in 201213.
Operating cash Ʈow was an inƮow of £389m (201213 £212m). The increase of £177m was due to EBITDA growth, around £60m of early customer receipts and lower capital e[penditure.
BT Business had Ƭve customer-facing divisions during the year UK SME, UK Corporate, BT Ireland, IT Services and BT Conferencing. BT Conferencing moved into BT Global Services in April 2014.
UK SME supplies small businesses in Great Britain (typically up to 50 employees) with Ƭ[ed-voice, broadband, mobility, networking and IT services.
It includes BT Redcare, BT Directories and BT Payphones. BT Redcare sells Ƭre and security alarm signalling services, surveillance networks and control room services. BT Directories provides Directory EnTuiries, The Phone Book, operator services and call handling for the emergency services. BT Payphones provides public, private and managed payphone services.
UK Corporate supplies larger businesses in Great Britain (typically 50-1,000 employees) with Ƭ[ed-voice, broadband, mobility, networking and IT services.
It includes BT Fleet, one of the UKos leading Ʈeet management providers.
In Northern Ireland, we are the leading service provider for SMEs and the public sector. We run the copper access network and have built a Ƭbre broadband network that passes more than 90% of premises.
In the Republic of Ireland, we serve corporate and public sector customers and are one of the countryos largest providers of wholesale network services.
We have Ƭve specialist IT services businesses
| BT iNet | A networked IT specialist and leading Cisco partner selling infrastructure, security and uniƬed communications. |
|---|---|
| BT Engage IT | A leading provider of business-to-business IT eTuipment and services. |
| BT Business Direct | An online store providing IT and communications hardware and software, including computing and networking eTuipment. |
| BT Expedite | A provider of services to the retail sector. |
| BT Tikit | A provider of IT products and services for legal and accountancy Ƭrms. |
BT Conferencing is a leading supplier of audio, video and web conferencing and collaboration services. We sell services to business customers globally through sales teams in the UK, the US, Asia PaciƬc and /atin America. By using our conferencing services, people are able to travel less, reducing carbon emissions.
There are 4.9m businesses in the UK with up to 1,000 employees (the market addressed by BT Business). Their communications and IT needs vary widely depending on their si]e, number of sites, industry and stage of lifecycle.
Small businesses have simpler needs and they sometimes buy services from consumer-orientated providers, including BT Consumer.
We have around 900,000 customers in BT Business. Major customers include retailers such as Fat Face, WHSmith and Pets at Home charities such as Anchor Trust, Barnardoos and O[fam service organisations such as glh Hotels and Odeon Cinemas Ƭnancial organisations such as International Currency E[change and educational institutions such as University College /ondon. We serve more than half of FTSE350 companies.
In the UK, there are three markets that we focus on Ƭ[ed-voice and data mobility and IT services.
There are 8.3m business lines in the UK (201213 8.8m), including both SMEs and large corporate businesses. Some of these lines are provided by BT Global Services. There are more lines than the number of individual businesses as many customers have more than one line. BT has a 45% market share of business lines (excluding 9oIP), down two percentage points in the year.
The SME market for Ƭxed-voice has been in decline for several years, with call volumes falling due to substitution by mobile, email and 9oIP. But the business broadband market continues to grow, and customers are migrating from copper to Ƭbre-based services.
The market for data network services is fragmented. We are a leading player with around a Tuarter of the market. Customer demand for bandwidth continues to grow strongly but competitive pressure on prices means the market si]e is growing at a slower pace.
Overall, the Ƭxed-voice and data market is worth an estimated £3.7bn and we have around 40% of it.
We compete against more than 300 resellers and Ƭxed network operators. Alternative Networks, Colt Group, Daisy Group, KCOM Group, TalkTalk, 9irgin Media, 9odafone and ;/N are our main competitors.
Mobile device sales are growing strongly in the market, driven by takeup of smartphones and tablets. Data volumes and revenue continue to increase but calls revenue is declining. Mobile apps, mobile security and machine-to-machine mobile services are growing opportunities.
The mobile market is important to us as around three-Tuarters of SMEs use both Ƭxed and mobile services. The part of the mobile market that we target is worth an estimated £7.4bn, of which our share is around 1%. Our main competitors are EE, O2 (Telefónica) and 9odafone. They are increasingly oƪering Ƭxed as well as mobile services.
The IT services market is large with a wide range of products. Competition is fragmented. We typically target businesses with 250 to 5,000 employees. The largest ones are often BT Global Services customers that we also provide services to.
We only target those product markets where we can leverage our assets and capabilities. We estimate that the parts of the market that BT Business serves are worth around £9bn, of which we have around 6% share.
Demand for cloud services, managed hosting, data centres and uniƬed communications services is growing as customers look for Ʈexible, cost-eƪective solutions to help them work more eƯciently.
Our main competitors are Computacenter, Dimension Data, Kelway, /ogicalis, Phoenix and SCC.
We are the third largest player in Europe for video conferencing services. For audio conferencing, we are the second largest in Europe and the fourth largest worldwide.
Usage of audio conferencing continues to grow strongly. And while unit prices have fallen, overall market revenue is growing steadily. The audio conferencing market is worth around £4bn globally, and we have around 10% share of audio minutes.
The video conferencing market is also expanding. Desktop video conferencing services are growing, but telepresence products and services are in decline.
Our main conferencing competitors are AT T, Intercall, PGi and 9eri]on.
We oƪer a wide choice of Ƭxed, mobile and IT services. These range from simple standalone products to managed services and complex customised solutions.
Our Ƭxed-voice services range from standard calls and lines to fullymanaged oƯce phone systems and contact centre solutions. We are increasingly selling 9oIP services, such as BT Hosted 9oIP and BT Business Broadband 9oice (IP voice over the customeros broadband connection).
We provide a range of internet access options including BT Business Broadband over copper, BT InƬnity for business (over FTTC and FTTP) and BTnet dedicated internet access. We also sell email and hosted Microsoft collaboration services, and web-hosting.
Our voice and data networking services support customers who need to connect diƪerent sites. Products include Ethernet, IP 9irtual Private Network services (which connect sites using IP connections), SIP trunking (which transports voice calls over IP networks), leased lines, cabling infrastructure and local area networking solutions.
BT iNet and BT Engage IT sell cloud and data centre services, uniƬed communications, security solutions, end-user support services, hardware, software and consultancy services.
BT Business Direct sells hardware and software from a wide range of suppliers.
BT Expedite provides the retail sector with store point of sale systems, back-oƯce applications, e-commerce platforms and software.
BT Tikit combines its specialist legal and accountancy software products with technologies from multiple partners to oƪer fully-integrated solutions.
We sell mobile voice and data services through a mobile virtual network operator (M9NO) agreement. We oƪer a range of handsets and tablets and a choice of tariƪs to suit diƪerent customer segments.
We are developing a new range of mobile services which will use our 4G mobile spectrum.
BT MeetMe is our standard audio conferencing service. This is now available with Dolby 9oice for higher Tuality sound and a better user experience. We also oƪer premium audio conferencing services hosted by a conference call coordinator.
We sell video conferencing eTuipment and services, ranging from desktop video to large telepresence solutions. We oƪer Cisco Webex web conferencing and video web-streaming.
We have increased EBITDA for the second year running by maintaining our focus on cost transformation. Underlying revenue excluding transit was down 1% due to declines in line and call volumes. We have improved key metrics in customer service delivery and made it easier for our customers to contact us.
Order book up 3% to £2bn EBITDA up 5%
Our order intake grew 3% to £2bn. We have achieved a number of customer wins and re-signs this year including
| UK SME | Crown Estates |
|---|---|
| UK Corporate (including IT Services) |
Adecco, EMR, Oxfam |
| BT Fleet | The Post OƯce, Wales West Utilities |
| BT Redcare | Center Parcs |
| BT Ireland | Ardagh Group, NI Water |
| BT Conferencing | Communicloud, Plantronics |
Inclusive call packages have proved popular this year and helped us win customers. Business lines reduced 8%, which was higher than last year as more customers migrated to 9oIP. This has been partly oƪset by growth in our own 9oIP base, which is up 12%.
Our mobile customer base has decreased 3% this year. It has increased 4% in our UK SME channel but fallen in UK Corporate, where we have experienced strong competition. We have agreed a new M9NO deal with EE which will give us greater Ʈexibility to launch competitive propositions next year.
BT Expedite won the 2013 Retail Week award for EPOS (Electronic Point of Sale) Initiative of the Year. BT Fleet won four awards, including one for best use of technology for reducing fuel consumption and emissions.
BT Redcare expanded its Ƭre and security services into the Republic of Ireland, gaining over 950 customers this year.
BT Directories became the UKos only 999 call handling agency on behalf of all Ƭxed and mobile communications providers, following the seamless migration of three other service providerso traƯc to BT.
BT Ireland has continued its Ƭbre broadband rollout across Northern Ireland. It has been awarded a further £24.5m of funding (announced by the Department of Enterprise, Trade and Investment in February) to extend our reach even further. This investment will deliver faster internet speeds to over 45,000 of the regionos most remote rural homes and business premises by December 2015.
BT Conferencing has grown audio and web minutes but average unit prices have declined. In video conferencing, we are focusing on providing services to support the use of mobile devices and tablets, as the market for hardware and telepresence rooms has declined.
Despite the challenges from the extreme weather conditions, we have made progress in a number of areas of customer service. BT Business RFT improved 1.5% in 201314. The increase this year is largely due to improved repair times and shorter lead times for provision, together with improved service levels in our contact centres.
The number of calls to our service desks is down 2%. Complaints are down 16%. Customer satisfaction with our advisors has increased two percentage points. Our transactional net promoter score (measured after interactions with customers) has increased eight percentage points and the average time to answer calls to our service desks is down 41% (a 68 second reduction).
We have made it easier for our customers to contact us by improving our online chat capability (and extending its opening hours), opening a new Twitter channel and launching online customer self-service on mobile devices.
We have increased the percentage of our customer accounts on paper-free billing to 15%. This reduces our costs and carbon emissions.
Operating costs reduced 2%, reƮecting the beneƬt of our cost transformation initiatives.
We have renegotiated contracts with suppliers which has delivered signiƬcant savings.
We have realised cost synergies by combining BT Enterprises, the nonconsumer parts of BT Ireland and the previous Business unit together into one organisation. This has enabled us to reduce overall BT Business total labour resource by 7%, becoming more eƯcient in areas such as sales, product delivery and customer service.
We have continued to invest in our next generation of 9oIP services, mobile services and IT systems to improve customer service.
In May we launched new broadband and telephony packages and a 76Mbps Ƭbre product under the Plusnet Business brand.
We launched a 330Mbps FTTP service in June and a new managed Wide Area Network (WAN) service in August tailored speciƬcally to the needs of SMEs.
In the Republic of Ireland we expanded our portfolio of access options for Ethernet services with the launch of our Ethernet First Mile and 10GB Etherway products. We have upgraded our core network to deliver speeds of 100Gbps to cost eƪectively support customerso growing demand for bandwidth. We have deployed a new performance-reporting and control platform for BT Connect services. We have invested in data centre and telehousing capabilities in Belfast and Dublin to increase capacity and support BT Managed Compute services.
In BT Engage IT we have invested to expand the BT Managed Compute platform. This is a managed Infrastructure as a Service (IaaS) solution for core IT infrastructure, helping businesses migrate their data centre services to the cloud.
BT Tikit has invested in the next generation of Carpe Diem, a desktop time-keeping application for the legal profession.
In BT Conferencing we have invested in the launch of BT MeetMe with Dolby 9oice. We have expanded our conferencing services into /atin America, with investment in local product modiƬcations, sales and operations teams and a new customer service centre in Peru.
| 2014 | 2013a | 2012a | |
|---|---|---|---|
| Year ended 31 March | £m | £m | £m |
| Revenue | 3,509 | 3,516 | 3,594 |
| s Underlying revenue excluding transit | (1)% | (2) % | (2)% |
| Operating costs | 2,411 | 2,469 | 2,557 |
| EBITDA | 1,098 | 1,047 | 1,037 |
| Depreciation and amortisation | 206 | 245 | 248 |
| Operating proƬt | 892 | 802 | 789 |
| Capital expenditure | 133 | 147 | 196 |
| Operating cash Ʈow | 892 | 907 | 856 |
a 5estated, see note 1 to the consolidated Ƭnancial statements.
Reported revenue was Ʈat (201213 2% decline) including a £9m positive impact from foreign exchange movements, a £12m decline in transit revenue and a £20m impact from acTuisitions. Underlying revenue excluding transit decreased 1% (201213 2%).
UK SME Corporate voice revenue declined 2% (201213 6%) with continuing volume reductions partly oƪset by an increase in average spend per customer. The volume decline partly reƮects migration of customers to 9oIP services where revenue increased 25% (201213 5%).
UK SME Corporate data and networking revenue increased 1% (201213 1%) with growth in managed network services and in broadband revenue with more customers choosing to take Ƭbre services.
BT Conferencing revenue declined 2% (201213 1% increase) due to continued lower hardware sales and lower audio prices, partly oƪset by growth in the volume of conferencing minutes.
BT Ireland underlying revenue excluding transit increased 4% (201213{Ʈat) driven by contract wins. Transit revenue declined 24% (201213{11% increase).
Excluding the beneƬt of the acTuisition of Tikit, IT services underlying revenue grew 1% (201213 3%).
Revenue declines were seen in BT Directories, BT Redcare and BT Payphones, with these partially oƪset by growth in BT Fleet.
Operating costs decreased 2% (201213 3%). Underlying operating costs excluding transit decreased 3% (201213 3%) reƮecting the impact of our cost transformation programmes.
EBITDA increased 5% (201213 1%) and underlying EBITDA increased 4% (201213 1%). Depreciation and amortisation decreased 16% as a result of lower capital expenditure in recent years. Operating proƬt increased 11% (201213 2%).
Capital expenditure decreased 10% (201213 25%). EBITDA less capital expenditure increased by £65m compared with a £59m increase last year.
Operating cash Ʈow was an inƮow of £892m (201213 £907m). This was lower than the prior year driven by the timing of working capital movements.
We are the largest consumer Ƭxed-voice and broadband provider in the UK with a growing base of T9 and BT Sport customers.
We sell BT-branded Ƭxed-voice, broadband and T9 services directly to UK homes. We also sell BT Sport and BT Wi-Ƭ to commercial premises and oƪer a range of consumer devices (such as telephones and baby monitors) through third-party high street retailers.
Our Plusnet brand allows us to grow our market share amongst more price conscious Ƭxed-voice and broadband customers.
We have focused on growing revenues from broadband (including Ƭbre) and T9 to oƪset declines in traditional Ƭxed-voice services.
The market for Ƭxed-voice calls, lines and broadband is competitive with at least a do]en bundled product suppliers and over 100 Ƭxed-line operators. There are several strong players s the four largest being BT, Sky, 9irgin Media and TalkTalk.
Our voice and broadband services are available to almost all of the UKos 26m households. Our T9 services, which reTuire a minimum broadband speed, are available to the majority of them.
Since 2009, the number of Ƭxed-lines in the UK has remained stable at 84% of households. 16% of homes are nmobile onlyo. Consumers are using their Ƭxed-lines less for making calls as they Ƭnd other ways to keep in touch, such as email, SMS, instant messaging and social media. According to the latest data from Ofcom, UK Ƭxed-call minutes fell 13% in the Tuarter to December 2013, compared with the same Tuarter a year earlier. Despite this trend, demand for Ƭxed broadband connections is supporting the overall number of lines in the market. BT has a 38% share of the market for consumer Ƭxed-lines. This compares with 41% last year.
Source: Ofcom Telecommunications Market Data Tables, December 2013, and provider published results.
At 31 March 2014 there were around 22.9m DS/, Ƭbre and cable broadband connections to homes and businesses in the UK. This is up 4%.
Broadband adoption is being helped by attractive broadband prices, which according to Ofcom are some of the lowest in Europe.
Our rollout of Ƭbre broadband is helping to increase broadband speeds across the country. The average broadband download speed in the UK increased by almost 50% to 17.8Mbps in November 2013, up from 12.0Mbps a year earlier.
Take-up of Ƭbre broadband has been helped by the growing number of connected devices and greater use of bandwidth-intensive applications such as BBC iPlayer.
Our market share of consumer and business DS/ and Ƭbre broadband connections is 39%, one percentage point above last year.
/ive channels (as opposed to catch-up or on-demand) are still the most common way for people to watch television. 37% of UK adults only watch free-to-air digital TV (Freeview). 58% take a pay-TV service with the remaining 5% using other services such as Freesat.
Pay-TV is delivered in one of three ways
Satellite has for many years been the dominant pay-TV platform with Sky having exclusivity over much of the UKos premium sports content. We continue to pursue commercial, legal and regulatory avenues to obtain access to Skyos sports channels on a fair basis and particularly on BT TV over the YouView platform. This would increase competition and choice, and beneƬt UK consumers.
Demand for Ƭbre broadband has been supported by the emergence of over-the-top content providers such as NetƮix, Ama]on Prime Instant Video and Blinkbox.
The proportion of our customers who take a bundle of products that include TV is lower than for some of our major competitors. This gives us an opportunity to drive take-up to increase ARPU.
Our three key product segments are Ƭxed-voice, broadband and TV. To win and keep customers we oƪer competitively priced and diƪerentiated packages across these areas.
We provide additional services that support our value-for-money positioning including
Most of our sales are through our call centres but our online channels are gaining share.
We provide customers with Ƭxed-lines and a choice of calling plans.
We oƪer our customers Ʈexible ways to pay. /ine Rental Saver gives a discount on line rental to customers who pay for a year upfront. Our unlimited call packages oƪer customers peace of mind with the choice of inclusive evening, weekend or daytime calls.
We oƪer a low cost phone service. BT Basic is available to those on low incomes and in receipt of certain state beneƬts (such as income support). We are the only company to oƪer such a service.
We want to help customers manage nuisance calls. Our BT6500 nuisance call blocking telephone has become the best-selling UK Ƭxedline telephone. We also oƪer free caller display for customers who take a twelve-month contract with BT.
We help customers to get the most from their services. BT SmartTalk allows customers to make calls from a range of devices using wi-Ƭ. Calls are then charged to customerso bills as if they had been made from their Ƭxed-line. This means they can make inclusive or cheap calls when overseas, for example.
BT Broadband is our DS/ service which is delivered over copper lines. BT InƬnity uses Ƭbre to enhance the speed and performance of broadband. BT Broadband and BT InƬnity come in a range of options with diƪerent usage limits and speeds and are usually bundled with Ƭxed-voice call plans.
The growing take-up of BT InƬnity is helping to increase customer loyalty and reduce customer churn.
This year we launched BT Mail alongside a new, single online portal that enables customers to manage their email and all their services through a single website. We expect to move all remaining customers from the existing email service supported by Yahoo to BT Mail during 2014.
When we designed our latest version of the BT Home Hub, we set out to minimise its carbon footprint. We used the latest power supply units and software to reduce its overall power consumption. By ensuring our hub and packaging could Ƭt through a standard-si]ed letter box, customers no longer need to worry about being at home for their delivery.
Our TV business consists of two parts s our TV service and propositions (BT TV) and our live sports channels (BT Sport).
BT TV brings together free-to-air channels, additional paid-for channels, catch-up content and on-demand TV shows and movies. It is sold exclusively to our broadband customers.
Our strategic TV platform is YouView, which gives customers standard and high deƬnition (HD) free-to-air channels and the ability to pause, record and rewind live TV and on-demand content. Its programme guide scrolls back seven days to give customers easy access to catch-up TV from BBC iPlayer, ITV Player, 4oD and Demand 5.
In February 2014, we launched our new YouView set-top box, building on the success of our Ƭrst generation award-winning box. It is even smaller and faster and allows customers to store up to 300 hours of TV.
Our nEssentialo TV pack is our entry-level oƪering for both BT Broadband and BT InƬnity customers and includes a YouView set-top box. Our nEntertainmento TV pack is only available to BT InƬnity customers. It comes with a free YouView set-top box and access to 20 extra channels (such as Comedy Central, Gold and Discovery) with catch-up services available for many of them. These channels are not available on free-to-air television.
Additional channel packs can also be added, such as nHD Extrao, nKids Extrao (which also includes on-demand) and Sky Movies. In total, we added 38 channels to our TV service this year, including 16 HD channels. We also oƪer on-demand only packs (giving access to content whenever people want it) including nFilm and TV Box Setso, nMusico and nKidso.
In August 2013, we launched three live TV sport channels s BT Sport 1, BT Sport 2 and ESPN. These channels are on-air 247 and are available in both standard and high deƬnition. BT Sport customers can get our sports channels through our two latest TV platforms with BT InƬnity over digital terrestrial TV through an online app or over satellite. They are also available to Virgin Media customers and in the Republic of Ireland with Setanta, through our wholesale deals.
BT Sport is free with BT broadband. Non-BT broadband customers can subscribe for £12 a month for standard deƬnition or £15 for high deƬnition.
We have grown revenue 4%, the most in over ten years. Our EBITDA was down 14% this year reƮecting our investment in BT Sport which oƪset the beneƬt of our cost transformation activities. We have seen good growth in Ƭbre broadband and have increased our share of the DS/{and Ƭbre broadband market, adding 69% of market net additions. BT Sport has helped drive broadband take-up and slow line loss. We need to strengthen our customer service to provide a consistent customer experience, underpin our value-for-money positioning and meet changing expectations.
| Retail Ƭbre base grew by 1m BT TV customers |
69% of DSL and Ƭbre broadband market net additions |
Around 3m direct BT Sport customers |
|---|---|---|
| 871,000 |
At 31 March 2014 we had 9.9m consumer Ƭxed-lines, with around 9.7m active voice lines (where a customer buys calls from us as well as paying for the line). Despite the competitive environment, we have managed to signiƬcantly slow line loss. We reduced our rate of net line loss by over 50% to 314,000 in the year. We lost just 196,000 net active lines, compared with 496,000 last year.
This shows our strategy is delivering. We are winning new customers and retaining existing customers through bundled packages and the appeal of BT Sport. Around 98% of our broadband sales are now bundled with other products and 91% of our broadband customer base takes a bundle of services.
Total consumer and business call minutes fell 12% compared with a 9% decline last year.
As at 31 March 2014 we had 7.3m consumer and business broadband customers, up 9%. We achieved 571,000 broadband net additions. This was 35% more than last year despite slowing growth in the market and represented 69% of DS/ and Ƭbre broadband market net additions.
We now have over 2.1m Ƭbre broadband customers, increasing 869,000 in the year. Around 30% of our broadband customers now have Ƭbre.
Our consumer ARPU increased to £391 (201213 £365) driven mainly by broadband take-up.
We have continued to grow our TV customer base, adding 192,000 customers and reaching the 1m customer milestone.
Around 3m customers now take BT Sport directly from us. Including our wholesale arrangements with Virgin Media in the UK and Setanta in the Republic of Ireland, around 5m households can watch BT Sport.
We are pleased with viewing Ƭgures for BT Sport. Of our 33 Barclays Premier /eague matches in 201314, 27 reached over 1m viewers. Over the Christmas period we achieved our peak viewing audience of over 1.8m during the Manchester City versus /iverpool Ƭxture.
BT Consumer RFT improved 5.4% this year. We had hoped for a greater improvement and are making further investments in our customer service operation, in particular how we respond to increased demand at peak times. For example, we signed up over 1m customers to BT Sport within the Ƭrst three months of launch which placed considerable pressure on our contact centre resources, aƪecting the levels of service some customers received.
During the year we introduced a new online portal. This enables customers to review their bills, make changes to their account, access their BT services (such as BT Cloud and email) and Ƭnd out about other BT products and services using a single user ID and password.
We have also put in place interactive voice recognition software so that customers who prefer to speak to us are able to get through to the right advisor without having to navigate through as many options.
We are also making changes to provide a consistent customer experience at all times and to meet changing customer expectations. There are a number of initiatives we have committed to including
Even with the challenges in our customer service operation, our customers continue to recommend our products to others. Our advocacy scores improved to an average of 39% in the fourth Tuarter this year (Q4 201213 33%, Q4 201112 31%).
Operating costs increased 11% due to our investment in BT Sport and our improved revenue trend. Excluding BT Sport, operating costs declined 5% which is consistent with the prior year.
This reƮects the beneƬts of our cost transformation activities including
The launch of BT Sport was our largest investment this year. It
We have continued to strengthen our sports oƪering including securing exclusive live broadcast rights such as to the UEFA Champions /eague and UEFA Europa /eague for three years from summer 2015.
To improve BT TV, we have also added third-party content and channels such as Comedy Central HD, Discovery HD, Disney Channel and Sky Movies.
| Year ended 31 March | 2014 £m |
2013a £m |
2012a £m |
|---|---|---|---|
| Revenue | 4,019 | 3,846 | 3,925 |
| Operating costs | 3,186 | 2,878 | 3,043 |
| EBITDA | 833 | 968 | 882 |
| Depreciation and amortisation | 219 | 248 | 252 |
| Operating proƬt | 614 | 720 | 630 |
| Capital expenditure | 211 | 241 | 271 |
| Operating cash Ʈow | 472 | 655 | 592 |
a 5estated, see note 1 to the consolidated Ƭnancial statements.
Revenue increased 4% (201213 2% decrease), the most in over ten years, driven by growth in broadband and TV revenue and a reduction in our customer line loss. These reƮect the beneƬt of BT Sport following its launch in August.
Calls and lines revenue declined 2% (201213 7%). The lower rate of decline was driven by slower line loss and the performance of our Plusnet business.
Broadband and TV revenue increased 18% (201213 12%) with continued growth in volumes.
Other revenue increased 5% (201213 2%). The improvement reƮects growth in the devices business, partly reƮecting the success of the BT6500 nuisance call blocking telephone.
Operating costs increased 11% (201213 5% decrease) reƮecting our investment in BT Sport of around £450m, partly oƪset by eƯciencies from our cost transformation programmes.
As a result EBITDA decreased 14% (201213 10% increase). Depreciation and amortisation decreased 12% (201213 2%) due to the lower level of capital expenditure in recent years. Operating proƬt decreased 15% (201213 14% increase).
Capital expenditure decreased 12% (201213 11%).
Operating cash Ʈow decreased 28% (201213 11% increase) reƮecting our investment in BT Sport and the deposit of around £60m paid for the UEFA Champions /eague and UEFA Europa /eague broadcast rights.
BT is Europeos largestb wholesale telecoms provider. In Great Britain, BT Wholesale serves more than 1,400 CP customers.
BT Wholesale sells voice, broadband and data communications products and services to Ƭxed and mobile network operators and other service providers in Great Britain. (BT serves these customers in Northern Ireland and the Republic of Ireland through BT Ireland, and elsewhere in the world through BT Global Services.)
Our managed solutions combine these products with third-party components and our own professional services such as network solution design, build, migration and operation Ƭeld services and programme management. We also oƪer industry-speciƬc services to media companies and broadcasters.
BT Wholesale is structured around its customers. Our largest customers are supported by dedicated client teams. Smaller customers are served by a desk-based sales force. These are all in turn supported by specialist functions covering business development, contract management, product management and customer service.
We provide our products and services to more than 1,400 CPs, including the UKos largest Ƭxed and mobile operators, internet service providers and broadcasters.
Customers include the mobile network operators O2 (Telefónica), 3 and Vodafone the major Ƭxed network operators Sky, TalkTalk and Virgin Media and other signiƬcant service providers including Colt Group, Daisy Group and KCOM Group. Major overseas operators also use our services to provide solutions in Great Britain to their customers.
The key trends in our wholesale markets are
b See chart on page 18.
Our next-generation Wholesale Broadband Connect (WBC) network can be used by CPs to oƪer copper-based broadband services to 92% of UK premises (201213 90%) and Ƭbre broadband to around two thirds of premises. Our older ADS/ network brings overall copper-based broadband coverage up to 99.8%. Following consultation with CPs, we have delayed the retirement of this network where it overlaps with our newer WBC network. This retirement process will now be completed by September 2014.
This year we launched new pricing options for additional network capacity. These help our customers stay competitive despite the higher network cost as broadband usage grows.
CPs use our Wholesale Ethernet portfolio to extend the reach of their Ethernet network or, where they have no network of their own, to add Ethernet services to their product range. They may also use it as part of a broader solution, for example, to connect end-users to the Hosted Communications Services we oƪer.
Our Ethernet portfolio oƪers speeds from 2Mbps up to 10Gbps, delivered over the widest choice of access types in the market. This year we expanded our Ethernet network in Great Britain from around 1,170 nodes to over 1,230 and connected it to key data centres and telehouses.
Where traditional leased line connectivity is reTuired, we also provide partial private circuits.
Our Mobile Ethernet Access Service connects mobile operatorso cell sitesto their core networks over a single converged backhaul network. We continue to roll out this innovative and market-leading solution to more locations.
Our Wholesale Calls product enables CPs to oƪer voice calls without having to invest in their own voice network. CPs can present this as their own service while we provide the underlying network and billing capability on a white-labelled basis.
Where CPs have their own voice network, our Transit product connects it to other CPso networks at low cost.
Ofcomos Narrowband Market Review, which came into eƪect from January 2014, will signiƬcantly reduce the price and proƬtability of one of our voice products, Direct Conveyance, which enables calls to be made from CPso customers to BTos own end-users.
Increasingly people and businesses are making calls over their broadband and data connections, using VoIP. But while traditional PSTN calls use a common standard (which ensures that they can be easily carried across multiple networks), many diƪerent and incompatible technologies are being used for VoIP.
IP; translates VoIP calls made using these diƪerent technologies as well as those sent between IP and PSTN networks. It ensures that calls get to their destination at the intended level of Tuality. We sell IP; through BT Wholesale and, outside Great Britain, through BT Global Services. This year we gave IP; the capability to carry voice calls in high deƬnition.
We launched our Hosted Communications Services portfolio this year. It provides a range of IP voice application services including Hosted Contact Centres, Inbound Call Services, IP Centrex and SIP trunking.
We host and manage these services on behalf of our CP customers. This is intended to save CPs money and to make it simpler for their own customers to run their businesses. CPs may buy the service either on its own or as a complete package which includes any necessary data connectivity and customer premises eTuipment.
We have a long and successful track record of designing, building, managing and transforming CPso networks for them. We enable CPs to oƪer complete voice, data and broadband products. We can extend this to include an end-to-end service wrap, from taking and processing new orders through to customer service and billing the end-user. This year we launched a new white-labelled broadband service and are able to oƪer signiƬcant cost savings by sharing the broadband infrastructure across multiple CPs.
These managed solutions give our customers access to our expertise and economies of scale and aim to help them reduce their operating costs and capital expenditure.
All the UKos digital terrestrial TV is underpinned by our specialist media network. This network also delivers outside broadcast services from over 150 sports and news locations around the UK. Our global media network links all the main locations around the world where broadcast or Ƭlm content is created or distributed.
We have a number of global alliances which extend our portfolio and our geographical reach. For example, we have an alliance with Intelsat which improves our ability, and theirs, to deliver content over both satellite and Ƭbre connectivity. And we use partners to link TV stations to sports venues in North America.
BT Wholesaleos trading environment was tougher this year as a result of some signiƬcant customer, competitor and regulatory decisions. Our order intake was slightly lower than last year at £1.9bn and underlying revenue excluding transit declined 3%. But continuing cost transformation meant we improved our EBITDA trend, which was down just 1%. Operating cash Ʈow was an inƮow of £372m, up 7% due to the timing of customer receipts. Customer satisfaction was much higher as a result of the investments we have made in our service.
| £1.9bn order intake, compared with £2bn and £750m in the two prior years |
Ethernet revenue up 32% with volumes up 50% |
|---|---|
| Global IPX minutes up by two | Customer satisfaction at 78%, |
| thirds, and revenue more than doubled |
its highest level in recent years |
| Broadband lines declined by 194,000, driven by moves to customers' LLU networks |
The outcome of Ofcom's Narrowband Market Review will signiƬcantly impact proƬtability |
Despite the challenging trading environment we signed new deals worth £1.9bn. This was slightly less than last yearos £2bn but well above the intake of £750m the year before.
These deals show that we continue to oƪer compelling propositions and that our customers trust in us to deliver.
BT Wholesale 12-month rolling order intake
The number and mix of deals signed has changed from last year, with a greater contribution from smaller contracts. We have invested in selling and marketing more to our smaller customers, some of whom are achieving strong growth. For example, this year we agreed a contract with Timico Technology Group to manage their broadband, Ethernet and voice estate and migrate their voice traƯc to IP;. We also became the preferred supplier of Ethernet services to SpitƬre Technology Group. Other business won this year includes
Competition in the market is intense and is putting pressure on prices. This means that some of the contracts we extended and re-signed in the year will have lower margins. One of our large customers, The Post OƯce, continued its migration from our white-labelled broadband and voice services, following its decision in 2012 not to renew its contract with us.
IP; has continued to grow strongly. This year it carried over 11bn voice minutes within the UK, and over 14bn in total worldwide. Total IP; revenues more than doubled. While in the UK these minutes have largely replaced calls previously carried over our non-IP network, we expect the service to boost our long-term position in the market place.
Ethernet performed well too, with the number of circuits sold increasing 50%. Revenues increased 32%, reƮecting a highly competitive market for this product.
Customer satisfaction levels rose substantially s from 68% at the start of the year to 78% at the end. Customers responded well to having clearer service improvement plans backed by a new team of service improvement managers.
They also appreciated innovations such as a new diagnostic tool that makes it easier to locate faults, halving the average time it takes them to do so. Performance levels in our Ethernet and IP; products were also better.
The delivery times and reliability of our next generation broadband
services have continued to improve. In the fourth Tuarter we
These improvements were all reƮected in our RFT performance which was up 3.3% for the year.
Operating costs reduced 9% (201213 13%) or by 3% excluding transit costs (201213 1%). We achieved this through a structured programme including
These cost reductions have been partially oƪset by higher cost of sales due to changes in our product mix (for example, as traditional voice services migrate to lower-margin IP).
Over 80% of our people are actively engaged in BTos drive to reduce energy consumption. This year we continued to remove redundant exchange eTuipment from our legacy broadband network. This project is expected to reduce annualised energy costs by around £10m. Next yearwe will begin to beneƬt from similar work in our legacy voice and data networks.
A new Ethernet solution means that we can reduce the number of separate circuits needed in some networks. This meant that this year we removed thousands of surplus data circuits from mobile customerso sites, with a view to reducing power consumption.
In response to growing demand for cloud-based services, and as we seek to sell more white-labelled products, we launched a new range of Hosted Communications Services. A number of CPs are now selling this range and we will add more products to it next year.
We further expanded our broadband, Ethernet and IP; platforms, including a new IP; node in North America.
We are introducing Business =one, a new online portal through which CPs can manage their orders and faults for products such as broadband, Ethernet and IP;. Feedback from trial users this year has been very positive, so next year we will roll it out to all customers. We also plan to add more features and products to it.
We have developed solutions to support mobile operators as they deploy small cell technologies. After successful customer trials, we received the Ƭrst formal reTuest for a proposal for a small cell solution. We expect more to follow next year.
| Year ended 31 March | 2014 £m |
2013a £m |
2012a £m |
|---|---|---|---|
| Revenue | 2,422 | 2,608 | 2,943 |
| s Underlying revenue excluding transit | (3)% | (3)% | (2)% |
| Operating costs | 1,808 | 1,988 | 2,276 |
| EBITDA | 614 | 620 | 667 |
| Depreciation and amortisation | 245 | 254 | 259 |
| Operating proƬt | 369 | 366 | 408 |
| Capital expenditure | 244 | 233 | 336 |
| Operating cash Ʈow | 372 | 348 | 259 |
a5estated, see note 1 to the consolidated Ƭnancial statements.
Total revenue declined 7% (201213 11%, or 10% excluding the impact of ladder pricing, see page 49), mainly due to a £119m (201213 £277m) reduction in transit revenue.
Underlying revenue excluding transit declined 3% (201213 3%, or 1% excluding the impact of ladder pricing). This was primarily due to a 15% decline in broadband revenues, as lines continue to migrate to //U, and a 16% decline in traditional calls and lines revenue which includes the impact of the Narrowband Market Review (NBMR). These eƪects were partially oƪset by strong growth in IP services of 28% as well as 7% growth in managed solutions.
Revenue from managed solutions accounted for 37% of total revenue this year, up from 32% last year.
EBITDA declined 1% (201213 7%, or 3% excluding the impact of ladder pricing) as cost transformation helped to oƪset the impact of lower revenues. Depreciation and amortisation were down 4% (201213 2%) contributing to operating proƬt increasing 1% (201213 10% decline).
Capital expenditure increased 5% (201213 31% decrease). This was primarily due to higher spend on the IP; platform (to increase capacity to meet growing demand) and investment in systems to drive future eƯciencies.
Operating cash Ʈow increased 7% (201213 34%) principally due to the timing of customer receipts.
We are delivering the Ƭbre broadband rollout on behalf of the group and are playing our part in building Britainos connected future, helping businesses to grow and communities to prosper.
Openreach is responsible for providing services over the local loop (sometimes known as the local access network or the last mile). This is made up of the copper and Ƭbre connections between our exchanges, and homes and businesses. We also oƪer backhaul products to connect exchanges to CPso networks.
BTos Undertakings (more on page 49) commit us to selling our main products and services to all CPs openly and eTually and on the same terms as we do to BTos own lines of business. To make this work properly, Openreachos operational, engineering and systems capabilities are separate from those of the rest of BT. Around 99.7% of Openreach revenue is subject to these Undertakings.
BT serves the wholesale telecoms customer segment in Great Britain through Openreach and BT Wholesale. In Northern Ireland and the Republic of Ireland, BT serves wholesale customers through BT Ireland.
Openreach has around 540 CP customers, the largest of which are other BT lines of business (particularly BT Consumer and BT Business), Sky and TalkTalk. Openreach does not sell directly to end-customers.
Our main competitor for consumer services is Virgin Media, whose network covers just under half of UK homes. We have many competitors in the business market, where the focus is on selling high capacity data connections. Our main competitors are Virgin Media, Colt Group and Vodafone.
Openreach sells three main products Ƭbre broadband, copper-based services and Ethernet.
Our wholesale Ƭbre broadband product is called Generic Ethernet Access (GEA). The FTTC variant of GEA uses copper for the Ƭnal connection to the customer. It oƪers speeds of up to 80Mbps. The FTTP variant oƪers faster speeds of up to 330Mbps and uses Ƭbre all the way to the customer premises.
In April 2013, we launched FTTP-on-Demand. This lets end-customers in FTTC areas get an FTTP connection if they need one s we think SMEs will be especially interested in the faster speeds that this supports. We have initially made FTTP-on-Demand available in 42 exchange areas, and plan to make it available across our entire Ƭbre broadband footprint.
We have introduced more installation choices for our CP customers. While we continue to oƪer managed installation of Ƭbre broadband (which entails an Openreach engineer visiting a home or business site), we now oƪer CPs the option of providing the service without an Openreach engineer visit.
We also oƪer Fibre Voice Access which allows CPs to oƪer voice services over FTTP that are similar in functionality to copper-based voice services.
Our Ƭbre broadband network can also carry broadcast and on-demand internet protocol television (IPTV) services. We provide a multicast service which cuts the cost of delivering broadcast TV over our network and means CPs (generally triple-play providers) can prioritise broadcast TV over other web traƯc.
PIA products allow CPs to rent space in Openreachos ducts or on telephone poles. CPs can use this space for their own Ƭbre networks instead of buying Ƭbre broadband services directly from us.
W/R is a copper-based service which lets CPs oƪer own-branded phone services (with their own pricing and billing) using our eTuipment and network. They pay to use the copper lines between our exchanges and customer premises but can avoid investing in extra network eTuipment or infrastructure.
//U is also a copper-based service. It allows CPs to oƪer broadband services by installing their own eTuipment in our exchanges and renting the copper line to the customer premises. CPs can use our shared metallic path facility (SMPF) product to oƪer broadband over a W/R line or our metallic path facility (MPF) product to oƪer both phone and broadband services over a copper line using their own eTuipment.
Our Ethernet products oƪer business-grade, dedicated Ƭbre connections. CPs use them in their own networks and to provide high Tuality, high bandwidth services to businesses and the public sector.
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|---|---|---|
| www.openreach.co.uk |
Our Ƭbre broadband network passes more than 19m premises and is being used by 2.7m end-customers. Our physical line base grew by 83,000 in the year. But our service performance was aƪected by the extreme weather conditions and widespread Ʈooding across the UK.
| Fibre broadband coverage | Third consecutive year of |
|---|---|
| more than 19m premises | growth in total physical lines |
| 1.3m new Ƭbre broadband customers |
Ethernet circuits up 14% |
During the year we largely Ƭnished building Ƭbre broadband infrastructure in areas where the business case is viable without public subsidies. We also started to roll out Ƭbre to wider communities, supported by public funding from the Broadband Delivery UK (BDUK) programme. This funding was awarded to us following competitive tenders. We are now in the build phase for each of these contracts.
Take-up of Ƭbre broadband is growing strongly, with 1.3m new Ƭbre connections during the year and over 2.7m homes and businesses now connected.
There are 18.5m DS/ and Ƭbre broadband users on our network, an increase of 0.8m in the year.
The UK was Ƭrst in eight out of twelve measures in Ofcomos 2013 EU Broadband scorecard which assesses factors such as broadband coverage, take-up and usage in the UK, France, Germany, Italy and Spain.
Despite the problems caused by the weather, we managed to grow our physical line base by 83,000 in the year. This is the third consecutive year of growth.
The number of Ethernet circuits we provide grew 14% in the year. This reƮects more demand for connections for CPso business customers as well as CPs reTuiring greater speeds and capacity within their own networks.
People are increasingly reliant on their Ƭxed-lines for continuous access to the internet. This means customer expectations have risen around the time taken to install, upgrade or repair their line. Ofcom is proposing to introduce minimum service levels around the repair and provision of lines.
Although we have made progress improving some aspects of our service, we have not always kept pace with customerso shifting expectations. The main area where we did improve was in providing new lines to homes and businesses. The average time to provide a new line was around ten days, in line with the commitments we had made to industry. We installed 93% of lines on the day agreed with customers, and only 6% of lines developed a fault within 28 days.
But we need to increase the speed and consistency with which we repair faults in our network. We repaired only 70% of faults within the timeframe we had committed to customers. While repair performance was hampered by the extreme weather between December and February, we are committed to increasing investment in the resilience of our network.
For our business customers, our Ethernet provision performance was below our targets. In particular, we missed the agreed customer delivery date for around one in six Ethernet orders. More positively, once provided, our Ethernet services proved robust and less than 12% of circuits reTuired a repair during the year.
Our RFT was up on average for the Ƭrst three Tuarters but then declined 1.9% due to widespread storms and Ʈooding across the UK, which led to record fault volumes and meant it took longer than normal to provide our services.
Operating costs reduced 1% (201213 4%) as cost eƯciencies oƪset pay inƮation and the additional engineering resource we recruited to support Ƭbre provision in rural areas. The weather conditions also impacted our costs in the year.
We are increasing the eƯciency of our operations through process improvements, better training, improved tools and eTuipment for our engineers, and by recruiting engineers with more Ʈexible terms and conditions.
This year we
We continue to invest in both our network and our people to improve the service we provide to our customers. This year we
| Year ended 31 March | 2014 £m |
2013a £m |
2012a £m |
|---|---|---|---|
| Revenue | 5,061 | 5,115 | 5,187 |
| Operating costs | 2,460 | 2,473 | 2,569 |
| EBITDA | 2,601 | 2,642 | 2,618 |
| Depreciation and amortisation | 1,406 | 1,428 | 1,416 |
| Operating proƬt | 1,195 | 1,214 | 1,202 |
| Capital expenditure | 1,049 | 1,144 | 1,075 |
| Operating cash Ʈow | 1,492 | 1,475 | 1,514 |
a 5estated, see note 1 to the consolidated Ƭnancial statements.
Revenue declined 1% (201213 1%) as regulatory price changes had a negative impact of around £260m, the eTuivalent of 5%. This was partly oƪset by 86% growth in Ƭbre broadband revenue and a 4% increase in Ethernet revenue driven by higher volumes.
Operating costs reduced 1% (201213 4%). EBITDA and operating proƬt decreased 2% (201213 1% increase).
Capital expenditure decreased 8% (201213 6% increase). While our commercial Ƭbre build is nearing completion, we have maintained the same intensity of overall Ƭbre rollout through the BDUK programme. We received £110m of funding relating to this programme. Operating cash Ʈow increased 1% (201213 3% decrease).
BT TSO is our internal service unit. It supports our customer-facing lines of business and has 13,500 people.
BT TSO is responsible for the whole lifecycle of our global networks and systems s from innovation, design, test and build through to operational management. It is structured to simplify the way we work, help us further transform our cost base and improve delivery to BT customers.
Our goal is to make our processes more eƯcient with fewer hand-oƪs between divisions and higher levels of automation. This will reduce cost. It will also eliminate process failure which will give our end-customers a better service. We lead and deliver BTos long-term technology strategy and research and innovation programmes, including managing BTos worldwide patent portfolio (see page 28).
We are responsible for managing the groupos energy consumption and for putting strategies in place to cut our carbon footprint.
We manage the voice, data and TV networks and IT applications which make up the core infrastructure for BTos products and services. Our people also design and deliver the large-scale global managed network services which are used by our lines of business or sold by them to customers in the UK and internationally.
Our teams work to improve the service experience of our customers s from consumers through to major corporations and our big UK wholesale customers.
We work end-to-end across the group. We analyse and improve processes that cut across organisational and operational boundaries, to help BT deliver to customers nright Ƭrst timeo.
We make sure that BTos networks and systems run eƯciently. We close down those systems that are no longer needed and move our customers on to better products and services. We are working to improve the resilience and reliability of our networks so that our customers do not suƪer network failure or loss of service.
We work with our lines of business to make sure they make the most of technology advances across all customer segments and products.
We have reduced our costs at the same time as improving the reliability of our IT systems. We have again reduced the groupos energy consumption.
| Improvement in IT systems reliability for the third consecutive year |
Group-wide energy consumption reduced by 3% |
|---|---|
| Queen's Award for Enterprise 2014: Innovation for IPX |
Delivered technology changes to support the launch of BT Sport |
BT TSO has continued to drive the groupos innovation programme and the development of our networks and platforms. You can read more about this on pages 26 to 28.
This year, we reduced our overall managed costs by focusing on Continuous Improvement (see page 16) and simpliƬcation. We have also delivered cost reductions from insourcing, both by driving productivity gains as we build specialist skills in our global development centres, and by retraining our own people to take on work previously done by third parties.
For the third consecutive year, our focus on improving service has resulted in an increase in the overall reliability of our IT systems.
In the UK we spent around £296m on energy and fuel this year (201213 £270m). The increase from last year reƮects higher energy prices. Even though business volumes have increased we have reduced energy consumption by 3%, achieving our target for a Ƭfth consecutive year to reduce energy usage across the group.
The energy savings programmes we ran in the year are expected to generate over £25m in annualised cost savings, taking the total annualised savings, from programmes run over the last Ƭve years, to £131m.
r to help benchmark our performance against other organisations, we have also reported our intensity as net emissions (scopes 1 2) per unit of revenue. This year we achieved 13.8 tonnes CO2 e per £ million of revenue, reƮecting an 84% reduction since 199697.
We report all of the greenhouse gas (GHG) emission sources reTuired under new UK regulations. We have used the GHG Protocol Corporate Accounting and Reporting Standard with UK Government GHG Conversion Factors for Company Reporting 2014 and International Energy Agency Conversion Factors. The chart below reports our GHG emissions and deƬnes scopes 1, 2 and 3. We reduced our total net CO2 e emissions by 26% during the year.
Total Gross Emissionsa Total Net Emissionsa
a Excludes third-party consumption.
More details can be found in our Better Future report at www.bt.combetterfuturereport
BTos human rights policy is set out in nThe Way We Worko, our statement of business practices. It applies to all BT employees, our suppliers and anyone working on behalf of BT.
To cover the most likely areas where BT could negatively impact on human rights, we have clear global policies which cascade from our statement of business practices. These include Anti-Corruption Bribery our Data and Privacy policies the GS18 Sourcing with Human Dignity standard (which applies to all of BTos suppliers) our ConƮict Minerals Policy various security policies and a number of our Human Resources policies (covering diversity, inclusion, and health, safety and wellbeing).
We monitor the eƪectiveness of these policies on a regular basis with the appropriate Board committee oversight. During the year, the Compliance Programme Panel, a committee of senior commercial representatives from across the business, reviewed our compliance framework for human rights and in March 2014 we reported on our progress to the Operating Committee, Nominating Governance Committee and Audit Risk Committee. We also conducted an initial impact assessment to clarify the areas where our operations are most likely to impact human rights. The main ones relate to workers in our supply chain how we safeguard data about our customers and employees and the way our products and services are used. We will continue with and expand on this work.
We have in place, and have used, escalation processes for issues or non-compliance with these policies. We also have our conƬdential hotline, for reporting certain types of malpractice or wrongdoing in the work place. We act upon instances of ethical or compliance misconduct and include some information on this area in our Better Future report.
| <ou at<="" better="" can="" future="" our="" report="" th="" ƭnd=""> | ||
|---|---|---|
| www.bt.combetterfuturereport |
Our aims for 201415 include further developing our compliance framework in consideration of human rights, including a Board level review of our overarching human rights policy. We will continue to work with our suppliers, customers and partners, along with industry, sector and government bodies to reinforce the message around respect of human rights. Our Better Future strategy and our involvement in local communities drives forward our objective to promote and support human rights.
In nearly all our markets, communications services are subject to regulation by governmental and non-governmental bodies. This is to make sure that CPs abide by common standards and rules and that nobody is disadvantaged by those CPs with strong positions in their markets. In this section we explain some of the recent and upcoming decisions taken by regulators and how they aƪect us.
In EU countries, electronic communications networks and services are governed by a number of European directives and regulations. These create a Europe-wide framework covering services including Ƭxed and mobile voice, broadband, cable and satellite TV.
The directives include rules covering access and interconnection, universal service obligations, and a reTuirement for national regulators to review markets for signiƬcant market power (SMP) every three years. They also cover how regulators set price controls. They reTuire regulators to consult with the European Commission (EC) on any price control decisions before they are Ƭnalised to make sure they are consistent with European regulations.
In 201415 telecoms legislation will be revised to further harmonise rules across member states on access, spectrum and mobile roaming. The EC is also expected to review which markets should be covered by telecoms regulation.
The telecoms industry is regulated primarily by Ofcom (the UKos independent regulator), through various European directives, the Communications Act 2003 (the Communications Act), as well as other regulations and recommendations.
The Communications Act gives Ofcom legal powers and sets out the reTuirements for how electronic communications services should be regulated in the UK. It includes the conditions imposed by the European directives.
In July 2013, the UK Government set out its plans (nConnectivity, Content and Consumerso) to make sure that people and businesses are able to make the most of the digital age. These include a review of broadcasting and pay-TV regulation and aim to give Ofcom a duty to ensure consumers can easily switch bundles of services between suppliers. Any agreed changes may need to be incorporated into the Communications Act.
Ofcom is the independent regulator and competition authority for the whole UK communications market.
Its main duties are
Under the powers of the Communications Act, Ofcom sets conditions that CPs must comply with. Some conditions, known as General Conditions, apply to all CPs. These mainly deal with protecting consumerso general access and interconnection, planning for emergencies, providing information to Ofcom, and allocating and transferring phone numbers.
Other conditions apply to certain individual companies that Ofcom has decided are universal service providers or have SMP in a particular market. Anyone can appeal against Ofcomos decisions through a number of routes, including to the Competition Appeal Tribunal (CAT) or to the High Court.
Following a market review, if Ofcom decides that a CP has SMP, it can put controls in place, typically on the prices which the CP can charge. Ofcom will generally try to set charges that are reasonably based on costs and an appropriate return on the capital invested.
We are the designated universal service provider for the UK (except for the Hull area where it is KCOM Group) and so we have certain universal service obligations. Our main obligation is to make sure that basic Ƭxedline services are available at an aƪordable price to all consumers in the UK. We are also obliged to provide public payphones.
There were a number of regulatory decisions and outcomes of appeals that aƪected us during the year and will impact us in the future. Overall, regulatory price reductions lowered our group revenue and EBITDA by £150m to £200m in the year.
r In May 2013, Ofcom opened an investigation following a complaint which alleges that BT has abused its dominant position, such that the margin between the prices BT Consumer charges for some of its Ƭbre broadband products, and the wholesale price charged by Openreach for the relevant network inputs, is insuƯcient to allow other CPs to compete proƬtably. We refute this allegation. We expect Ofcom to reach a decision later in 2014.
r In August 2011, the CAT decided in favour of our wholesale ladder pricing policy. /adder pricing links the amounts that BT charges mobile operators for mobile calls to 0800, 0845 and 0870 numbers terminating on our network to the retail price charged by mobile operators to their customers. In July 2012, the Court of Appeal overturned the CATos decision. We were granted permission to appeal to the Supreme Court and the hearing took place in February 2014. A decision by the Supreme Court is expected later in 2014.
See Ofcomos website at www.ofcom.org.uk for more details on regulation
In response to Ofcomos 2005 strategic review of telecommunications, we put forward some legally binding undertakings under the Enterprise Act 2002. These Undertakings (which included the creation of Openreach) began in September 2005. They aim to give clarity and certainty to the UK telecoms industry about the way we provide nupstreamo regulated products. This in turn supports eƪective and fair competition in related ndownstreamo markets.
We can be reTuired by law to do certain things and provide certain services to government. For example, under the Communications Act, we (and others) can be reTuired to provide or restore services during disasters. The Civil Contingencies Act 2004 also says that the Government can impose obligations on us (and others) at times of emergency or in connection with civil contingency planning. The Secretary of State can also reTuire us to take certain actions in the interests of national security and international relations.
The degree of regulation in international markets varies widely. This can hinder our ability to compete. We are pressing incumbent operators and their national regulatory authorities around the world for fairer, cost-related wholesale access to their networks.
We are in discussions with both the EC and US regulatory authorities over what we believe to be premature deregulation of parts of the US telecoms market. This has made it more diƯcult for non-US CPs to enter and compete in the US while European telecoms markets remain open to competition from US operators.
/ike all businesses, we are aƪected by a number of risks and uncertainties. These may be impacted by internal and external factors, some of which we cannot control. Many of our risks are akin to those felt by other companies of similar scale and operation.
This section features some of the principal risks and uncertainties aƪecting us, but it is not exhaustive. These risks have the potential to impact our business, brand, assets, revenue, proƬts, liTuidity or capital resources. The principal risks we described last year have evolved, and so has our response to them.
Our Enterprise Risk Management framework provides reasonable (but cannot give absolute) assurance that signiƬcant risks are identiƬed and addressed. There may be some risks which are unknown to us at present. And there may be some that we consider less signiƬcant now but become more important later.
As in the prior year, external factors present both risks and opportunities, both to our business and to others. Inevitably, there are uncertainties in terms of the impact to BT should Scotland vote in favour of independence in September 2014. We have performed a high-level risk assessment of what those implications may be, and will continue to monitor the issue, seeking clariƬcation on key Tuestions from relevant parties where possible.
External factors drive a number of the risks that we face and we focus our eƪorts on predicting and mitigating these, while at the same time seeking to capitalise on opportunities that may emerge.
In the principal risks section below, we talk about what we are doing to stop our main risks materialising, or to limit their impact. Our principal risks and uncertainties should be considered in conjunction with our risk management process, the forward-looking statements in this document and the cautionary statement regarding forward-looking statements.
<ou can read the cautionary statement regarding forward-looking statements on page
We need to manage risk so we can meet our objectives, build shareholder value and promote our stakeholderso interests. We have a group-wide risk management process, the four stages of which are shown below.
In 201213, we improved the way we manage risk through applying further scenario planning and war gaming techniTues increasing our assurance over risk management within the lines of business and refreshing our guidance and risk management toolkit. This year we made further improvements including
We have signiƬcantly refreshed our risk management training and rolled this out across the group, reaching a wide audience of colleagues across 26 countries.
As well as considering risks within investment cases, we have more formally linked our investments and our principal risks by reTuesting that investment case proposals reƮect any impact they may have on these risks.
Building on our regular hori]on scanning, the Group Risk Panel has commissioned and reviewed speciƬc analysis of emerging risks from a number of possible future geo-political events. This has improved our understanding of potential impacts and improved our readiness through early mitigation and contingency planning.
The volume of traƯc through our systems and networks is always growing, and our customerso tolerance of service interruption is reducing as the world becomes increasingly dependent on information technology. Expectations are even higher when we stream live action through BT Sport. We have a responsibility to many millions of customers, both business and consumer, to safeguard their electronic information and to maintain the continuity of our services. We also need to safeguard the availability and security of our own data and intellectual property. This all reTuires the highest levels of operational resilience and security, which can be threatened at any time by malicious cyber-attacks, damage or theft of copper cable and eTuipment, vandalism, sabotage, extreme weather, component overload, loss of power and human error.
A breach of our security, or compromise of data or resilience aƪecting our operations, or those of our customers, could lead to an extended interruption to our services or even aƪect national infrastructure. Such failure may lead to a loss of customer conƬdence, termination of contracts, loss of revenue, and lower cash generation through penalties and unplanned costs of restoration and improvement. Additional reputational damage and Ƭnancial loss may arise from a legal or contractual failing such as breaching data protection or handling reTuirements. Failure or interruption of data transfer could also have a signiƬcant adverse eƪect on our business.
The external cyber threat continues to rise, as shown by the amount of data traƯc blocked by our malware Ƭlters and intrusion detection systems, and by the number of attempts to disrupt the websites that we manage. Criminal use of targeted phishing messages and other deception techniTues are seen as the fastest growing risk. Government agencies around the world have raised their threat warning levels for cyber-attacks as larger numbers of credit and debit card records are reported stolen. In response, we have reinforced our cyber defences and automated them wherever possible. We have stepped up campaigns to educate and train our people in security awareness, vigilance and regulatory obligations. Access rights to our premises, systems and data continue to be closely monitored and restricted. The replacement of eTuipment that is approaching the end of its service life provides an opportunity to invest in new, more resilient facilities. As new technologies allow us to rationalise our property and systems estate, the need for greater fall-back capacity increases. A comprehensive review of our disaster recovery capability is therefore underway, focusing on our most critical systems, databases and exchanges.
Our security strategy aims to prevent, deter and minimise the conseTuences of attacks. Our defences include physical protection of our assets, encryption of data, control of access rights, real-time analysis and sharing of intelligence, and continuous monitoring for intrusion, modiƬcations and anomalies. We can rapidly adjust Ƭrewalls to automatically block most malicious data traƯc. Our resilience stems from a combination of formal business continuity planning, well-tested, rapid and Ʈexible responses and a widely distributed network with inherent spare capacity. We have a rolling programme of major incident simulations to test and reƬne our crisis management procedures. Together, these measures reduce the likelihood of a major incident and ensure that any potential interruption or damage can be contained and dealt with as Tuickly as possible.
We have a number of complex and high-value national and multinational contracts. The revenue arising from, and the proƬtability of, these contracts are subject to a number of factors including variation in cost achievement of cost reductions anticipated in the contract pricing (both in terms of scale and time) delays in the delivery or achievement of agreed milestones owing to factors either within or outside our control changes in customerso reTuirements, budgets, strategies or businesses and the performance of our suppliers. Any of these factors could make a contract less proƬtable or even loss-making.
The degree of risk generally varies depending on the scope and life of the contract and is typically higher in its early stages. Some customer contracts reTuire 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 impacted by delays or failure to meet milestones. Substantial performance risk exists in these contracts.
Failure to manage or meet our commitments under these contracts, as well as changes in customerso reTuirements, budgets, strategies or businesses, may lead to a reduction in our expected future revenue, proƬtability and cash generation. Unexpectedly high costs associated with the delivery of contracts could also negatively impact proƬtability. We may lose revenue due to the merger, acTuisition or business failure of customers, or due to contract termination, and contracts may therefore become loss-making. Failure to replace the revenue and earnings lost from those customers could lead to an overall reduction in group revenue, proƬtability and cash Ʈow.
Tough market conditions and increased competitive pressures continue to persist in many global regions. In some regions we are experiencing higher growth in volume of business due to previous investments. This changes the risk landscape and the focus of risk support and review. In the year, the increasing number of broadband delivery contracts with local authorities through the BDUK programme is of particular note. While these contracts carry a diƪerent risk proƬle from our other major contracts, we are applying our established risk governance and reporting processes to ensure that any risks and mitigation activities are identiƬed and reported to management.
We have a group-wide risk governance and reporting framework and line of business local governance and risk management processes to track key risks and mitigation activities. This governance has been enhanced through the establishment in BT Global Services of a Contract Centre of Excellence, an additional Contract Compliance Function, and a Contract Bid Governance Board. Assurance is also provided through independent audits and at an individual contract level through an independent review programme. Progress on risks and mitigation actions agreed at such independent reviews are monitored and reported to relevant senior managers to ensure progress can be tracked.
Development programmes are in place to improve our peopleos skills and ability to identify and manage risk and to ensure learning from previous experience is passed on in training programmes. The scope and availability of training opportunities continues to improve in line with BT-wide learning and development initiatives.
We have a signiƬcant funding obligation in relation to our deƬned beneƬt pension schemes and operate a large deƬned beneƬt pension scheme in the UK, the BT Pension Scheme (BTPS).
The BTPS faces similar risks to other deƬned beneƬt schemes. Future low investment returns, high inƮation, longer life expectancy and regulatory changes may all result in the cost of funding the BTPS becoming a signiƬcant burden on our Ƭnancial resources.
Following conclusion of the last actuarial funding valuation in May 2012, the valuation documentation was submitted to the Pensions Regulator. The Ƭnal Court decision in the Crown Guarantee case, after any appeals, will give greater clarity as to the extent to which the liabilities of the BTPS are covered by a Crown Guarantee. This will inform the Pension Regulatoros next steps with regards to the valuation of the Scheme. Accordingly, as matters stand, it is uncertain as to when it will conclude its review.
An increase in the pension deƬcit at the next actuarial valuation as at 30 June 2014 may have an impact on the level of deƬcit payments we are reTuired to make into the scheme. Indirectly it may also have an adverse impact on our share price and credit rating. Any deterioration in our credit rating would increase our cost of borrowing and may limit the availability or Ʈexibility of future funding, thereby aƪecting our ability to invest, pay dividends or repay debt as it matures.
The BTPS is aƪected by Ƭnancial market conditions. When determining expected future returns, diƪerent factors are taken into account, including yields (or returns) on government bonds. Government bond yields have remained below the levels at the last funding valuation, driven by a number of factors, including the Bank of Englandos Quantitative Easing programme. If these conditions continue and a lower investment return assumption is adopted at the 30 June 2014 valuation, the liabilities may increase, potentially leading to a higher level of deƬcit payments.
The European Commission published draft revisions to the current Pensions Directive in March 2014. The proposed changes primarily focus on governance and transparency and are not expected to impact the valuation of pension liabilities.
In the UK, the Pensions Regulator has a new objective to consider the impact on the sustainable growth of an employer when reviewing funding plans. As a result, the Pensions Regulator is revising its Code of Practice which is expected to be Ƭnalised later this year.
The investment performance and liability experience, as well as the associated risks and any mitigation, are regularly reviewed and monitored by both us and the BTPS Trustee. The BTPS has a welldiversiƬed investment strategy, which reduces the impact of adverse movements in the value of individual asset classes and helps ensure that an eƯcient balance of risk and return is maintained.
Our Ƭnancial strength and cash generation provide a level of protection that enables variations in the funding position of the BTPS to be managed without having a material impact on the ongoing performance of our business. The funding liabilities also include a buƪer against any future negative experience, as legislation reTuires that liabilities are calculated prudently.
We regularly review risk mitigation options and in April 2013, we launched an exercise to allow existing BTPS pensioners to receive a higher upfront pension, by giving up some of their future pension increases. This exercise is now largely complete and is expected to remove the exposure in the scheme to future changes in inƮation on around £2.5bn of liabilities.
We operate in markets which are characterised by high levels of change strong and new competition declining prices and in some markets declining revenues technology substitution market and product convergence customer churn and regulatory intervention to promote competition and reduce wholesale prices.
A signiƬcant proportion of our revenue and proƬt is generated in the UK where the overall telecoms market has been in decline in real terms, despite strong volume growth in new services. Revenue from our calls and lines services to consumers and businesses has historically been in decline but new broadband and connectivity markets are growing. Our ability to deliver proƬtable revenue growth in a responsible and sustainable manner depends on us delivering on the strategic investments we are making (see page 17).
Failure to achieve sustainable, proƬtable revenue growth could erode our competitive position and reduce our proƬtability, cash Ʈow and ability to invest for the future.
Despite the slight improvement in the UK economy in the year, customers are still cautious with their spending, especially those small business customers not planning to make technology changes. Regulatory decisions related to charge controls have impacted negatively our revenue and proƬts. Regulation has failed to address imbalances in the competitive playing Ƭeld between the heavily regulated Ƭxed telecoms sector and other sectors such as mobile and pay-TV. This means that some of our competitors in the consumer space continue to beneƬt from both limited regulation of their core business and extensive sector-speciƬc regulation of our UK Ƭxed-line business.
The consumer broadband and triple-play markets remain very competitive. Sky acTuired O2 (Telefónica) UKos consumer broadband business and continues to cross-sell broadband and telephony services to its pay-TV customers. Virgin Media (acTuired by /iberty Global in the year) remains strong in these markets. In addition, the four main UK mobile operators launched 4G services during the year.
Our mitigation of this risk centres on successfully executing our strategy. We believe that delivering this strategy, with its focus on delivering superior customer service, transforming our costs, and investing for growth, will together help us deliver sustainable, proƬtable revenue growth. We are investing in our business, such as in Ƭbre, content and the high-growth regions of the world. Our extensive cost transformation programme is already delivering savings and will continue to support proƬtability trends. We also believe we can mitigate this risk by seeking changes in regulation to level the playing Ƭeld so that we can compete eƪectively and beneƬt our customers.
Our activities across all the jurisdictions in which we operate can be impacted by regulation. In the UK where, following detailed market analysis, we are found to have signiƬcant market power, Ofcom can reTuire us to provide wholesale services at regulated prices and service levels. It can also reTuire us to make retrospective repayments to other CPs where we are found to have set prices outside regulatory reTuirements, and can impose Ƭnes on us for non-compliance with the regulatory rules, including competition law.
Outside the UK, general licensing reTuirements can restrict the extent to which we can enter markets and compete. Regulation will also deƬne the terms on which we can purchase key wholesale services from others.
In the UK, risks can come from periodic market reviews (which might introduce tighter regulatory constraints), new charge controls, or CPs disputing or complaining about our pricing, products or services. Outside the UK, regulators can investigate our licensing reTuirements and whether our services comply with their rules.
Regulatory reTuirements and constraints can directly impact our ability to compete eƪectively and earn revenues. Regulatory risks are highest in the UK. Based on the latest Regulatory Financial Statements for 201213, around £5.5bn of our revenue (of which £3.0bn is to downstream parts of BT) is from wholesale markets where we have been found to have signiƬcant market power and which are currently subject to regulatory charge controls. Most of these controls reTuire us to reduce our prices annually. Controls are usually set for three years and will therefore constrain revenues during that period.
Other CPs can ask Ofcom to resolve disputes with us about current or historic prices. Where Ofcom Ƭnds that these prices are, or have been, set at levels above those reTuired under the regulatory framework, we may need to make retrospective repayments to CPs.
We may from time-to-time be reTuired to provide new services, or existing services on improved terms, to wholesale customers on a nondiscriminatory basis. This could increase our costs. Regulation outside the UK can impact our revenue by limiting our ability to compete through overly-restrictive licensing reTuirements or ineƪective regulation of access to other CP networks.
Over the last year, we have seen regulatory activity in a number of areas which are summarised in Regulation on page 48. A number of these rulings will reduce our future pricing.
We have a team of regulatory specialists (including accountants and economists) who, together with legal experts and external advisors, continuously monitor and review the scope for regulatory changes and potential future disputes. This team maintains a dialogue with regulators and with other key inƮuencers to ensure our positions are understood and to drive for fair and proportionate regulation. We are also able to appeal any regulatory decisions where we believe errors have been made.
We are committed to maintaining high standards of ethical behaviour, and have a ]ero tolerance approach to bribery and corruption. We have to comply with a wide range of local and international anti-corruption and bribery laws. In particular, the UK Bribery Act and the US Foreign and Corrupt Practices Act (FCPA) provide comprehensive anti-bribery legislation. Both have extraterritorial reach and so cover our global operations. As we expand internationally, we are increasingly operating in countries identiƬed as having a higher risk of bribery and corruption. We also have to ensure that we comply with trade sanctions, and import and export controls.
Failure by our employees or associated persons (such as suppliers or agents) to comply with anti-corruption and bribery and sanctions legislation could result in substantial penalties, criminal prosecution and signiƬcant damage to our reputation. This could in turn impact our future revenue and cash Ʈow, the extent of which would depend on the nature of the breach, the legislation concerned and any associated penalties. Allegations of corruption or bribery, or violation of sanctions regulations, could also lead to reputational and brand damage with investors, regulators and customers.
The importance of conducting business ethically is becoming increasingly recognised across the globe as more countries introduce anti-corruption and bribery legislation. There have yet to be any signiƬcant judgments resulting from the UK Bribery Act, but there have been many signiƬcant enforcement actions brought under the US FCPA.
Comprehensive sanctions remain on Iran, Syria, Cuba, Sudan and North Korea. The European Union adopted additional restrictive measures against the Syrian regime and new sanctions on Russia.
We have a number of controls to address risk in this area. These include a comprehensive anti-corruption and bribery programme, and nThe Way We Worko, our statement of business practices, which is available in 14 languages and was refreshed this year to give greater guidance to our people. We ask all our people to sign up to its principles and our anti-corruption and bribery policy. We have speciƬc policies covering gifts and hospitality, charitable donations and sponsorship. We run a training programme with a particular focus on roles such as procurement and sales.
We regularly assess our business integrity risks to make sure that the appropriate mitigation is in place. We operate a conƬdential hotline which was externally reviewed during the year. Our internal audit team regularly runs checks on our business. We also use external providers to carry out assessments in areas we believe to be higher risk, to ensure our policies are understood and the controls are functioning. We conduct due diligence checks on third parties including suppliers and agents. Procurement contracts include anti-corruption and bribery clauses.
This year we implemented a policy mandating the use of our internal shipping system to arrange all international exports. The system conducts compliance checks and Ʈags any orders which reTuire an export licence.
We aim to harness the capability, diversity and innovation of the global supply market to add value to our business and customers. The integrity and continuity of our supply chain is critical to our operations and therefore a signiƬcant risk to our business.
We are committed to ensuring that all dealings with suppliers, from selection and consultation through to contracting and payment, are conducted in accordance with our trading and ethical policies. See Suppliers on page 29.
We have a number of suppliers that we have identiƬed as critical. The failure of one of these suppliers to meet its obligations could cause signiƬcant harm to our business.
While the si]e of the impact from a supplier failure can vary, all supplier failures typically result in an increased cost to our business and have the potential to adversely impact customer service and our brand. In many cases, the costs associated with the failure of a critical supplier could be signiƬcant, particularly if this results in our having to change technology. If we are unable to contract with an alternative supplier, our customer commitments could also be compromised, possibly leading to contractual breach, loss of revenue or penalties.
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 Ƭnancial loss.
Economic conditions in certain markets and geographies continue to challenge some of our suppliers. Recent events in other markets, such as the food supply and clothing industries, have highlighted the need to explore risks further down our supply chain, beyond our immediate suppliers. Protecting our brand from events in the supply chain, such as corrupt practices, the sourcing of conƮict minerals or possible human rights abuse, continue to demand a high level of focus.
We conduct supplier risk analysis as part of our sourcing strategy, and where possible, take actions to reduce risk, such as through dual-sourcing where appropriate.
We operate a comprehensive in-life risk management programme that recognises the supplieros criticality to BT and checks that the appropriate level of supplier governance is in place across the group. We regularly scan our suppliers for changes in commercial, Ƭnancial, ethical, security or performance risks. This enables emerging risks to be addressed before they develop into issues while also ensuring that business continuity plans are in place to prevent repeat events.
This approach has been complemented by controls on our low spend suppliers that ensure we achieve maximum business beneƬt from them, but at the same time do not contract with too many suppliers which would expose us to unnecessary risk.
By adopting these approaches, we seek to minimise the risk of not meeting our customer and legal commitments, or not complying with our ethical policies. This helps to reduce our exposure to loss of revenue, Ƭnancial penalty or any adverse impact on our brand and reputation.
While we have a formal and established process for managing risks in individual contracts, we recognise that we also need to understand those risk themes that can impact across a number of diƪerent contracts. By identifying the activities that are contributing to those risk themes, and understanding the subseTuent impact on our business, we can begin to generate improvements.
One example is the service cease process when customer sites are closed or changed to new locations. We would often stop charging the customer for the site but it would take longer than expected to terminate the services provided to it (such as circuits bought from third parties). This would result in higher than expected costs.
Through business process re-engineering and tackling the causes of delays, it was possible to reduce the average time lag to cease services by several days. While this is a small improvement on each contract, given the volume of transactions that typically take place, the net savings across all contracts are worth several million pounds a year.
We are applying the same approach to other processes where detailed risk analysis points to possible opportunities to improve performance and customer service. Without our strong emphasis on risk reporting, management and governance, many of the underlying issues might not be readily identiƬed or targeted and the opportunity to make eƯciency gains would be lost.
A consistent and rewarding user experience at all times, whether on a TV, smartphone or tablet computer, is fundamental to the success of BT Sport. ConseTuently it was important that we identiƬed potential service risks and designed measures into the technology and operational processes to mitigate those risks. We also need to be fully prepared to respond eƪectively in the event of a major outage.
A dedicated Business Continuity project was set up, reporting to the BT Sport Programme Board. Its objective was to analyse the way we deliver BT Sport from nsporting venue to customer deviceo and introduce resilience and continuity where there were possibilities for failure, for example in our network. We also needed to conƬrm service continuity measures were in place in our TV production facility and in the IT systems used to deliver BT Sport, take orders and respond to network faults.
Operational procedures used by our suppliers and ourselves were eTually important. They were nwalked througho by experts and updated where improvements were needed. Emergency ncommand and controlo processes to be used in crisis situations were checked and tested. Finally, before we launched the service, a number of major nsimulationo exercises took place, to ensure we were ready.
BT Sport was successfully launched in August 2013. There were a number of lessons learnt that we can now incorporate into our future resilience activities. These include expanding the focus of our business continuity activities to reƮect our move into television production the beneƬt of early eƪective internal communications and the value of BT executives being involved in simulation exercises.
For all that, experiencing the improvement in audio Tuality made possible by a new collaboration between BT and Dolby can be startling. Peopleos voices simply sound nearer, more real.
Spatial perception is revolutionised s dial into a call and you can tell where other call participants are seated. And thanks to a new mobile app, using the new service is becoming easier than ever, whether youore in the oƯce or on the move.
60% Workers who used the high-Tuality Dolby Voice spatial-audio system were almost 60% more eƯcient than workers who used a conventional conferencing system.
Source: Comparisons of task eƯciency in face-to-face, Dolby® 9oiceTM Technology, and traditional conference system communications.
56 The Strategic Report
Group performance
We have experienced spectacular Tuality using BT MeetMe with Dolby 9oice. We wish all our conference calls could have such a high-Tuality productive experience.
Roopam Jain s Industry Director, Frost Sullivan
The new Dolby Voice conference phone is the most signiƬcant innovation in IP telephony devices in years. It was engineered by Dolby to deliver the simplest, most elegant and enjoyable way to experience conference calls thatfeel like in-person meetings.
The new Dolby Voice mobile app oƪers you the best experience available for joining conference calls from a mobile device. For businesses, itos a simple, cost-eƪective way to connect to conference calls.
To Ƭnd out more, visit www.btconferencing.commeetme-with-dolby-voice
The BT MeetMe with Dolby 9oice mobile app strengthens our audio conferencing proposition and reinforces the key advantages our product oƪers in the marketplace. BT MeetMe with Dolby 9oice oƪers what we believe to be the best collaboration experience and makes it more cost-eƪective for organisations to support mobile workers.
Bas Burger s President, Americas BT Conferencing
Dolby has nearly 50 years of innovation in sight and sound experiences. They are natural partners for BT. The new BT MeetMe with Dolby Voice service restores much of the information the brain needs to make conference calls feel like face-to-face meetings. Peopleos words are much clearer and more distinct. You can hear more than one person speak at a time, allowing the kind of natural interaction that happens face-to-face.
In this section we set out our progress this year against our key performance indicators. We explain the Ƭnancial results of the group as a whole as well as our performance as a responsible and sustainable business.
We assess and explain the performance of the group using certain alternative performance measures. These include trends in underlying revenue and operating costs excluding transit, adjusted and reported EBITDA, adjusted earnings per share, normalised and reported free cash Ʈow and net debt. Adjusted measures are before speciƬc items. A deƬnition of speciƬc items is set out on page 184 and speciƬc items for this year and the two prior years are disclosed in note 8 to the consolidated Ƭnancial statements.
These alternative performance measures are not deƬned under IFRS and are therefore termed non-GAAP measures. They are consistent with how management measures our Ƭnancial performance. Each of these measures is deƬned and discussed in more detail on pages 184 to 186, where reconciliations to the nearest measure under IFRS are set out.
A review of the performance of our lines of business during the year is set out from page 30
IAS 19 nEmployee BeneƬtso (Revised 2011) was eƪective for the group from 1 April 2013. We have restated comparative Ƭgures for the years ended 31 March 2013 and 31 March 2012 to reƮect the position had it applied in those years. This impacted operating costs, pension interest, and the related tax. Pension interest and the related tax are treated as speciƬc items. See page 127 for further details.
Tony Chanmugam Group Finance Director
Weove delivered strong Ƭnancial results, ahead of market expectations. Continuing to deliver on our investments whilst transforming our cost base will enable us to generate sustainable, proƬtable revenue growth.
We have made strong progress this year. Our results were in line with or ahead of the outlook that we announced at the start of the year.
Underlying revenue excluding transit was up 0.5% compared with the 3.1% decline in the prior year. Our investments are delivering and more than oƪset the regulatory pressures on our business.
This year all of our lines of business made good progress in transforming their costs. In BT Global Services, we are rolling out learnings from our UK cost transformation programmes to our operations worldwide. The progress it has made on costs underpinned its strong cash Ʈow growth for the year. Across the group we have focused on improving end-to-end processes which span our lines of business to increase eƯciency and reduce the cost of failure. Over the past Ƭve years we have reduced our operating costs and capital expenditure, in aggregate, by around £5bn and this has created the oxygen for us to invest.
Adjusted EBITDA of £6.1bn was Ʈat as our strong cost control oƪset our investment of around £450m in BT Sport.
Adjusted proƬt before tax was £2.8bn, up 6%, and adjusted EPS of 28.2p was up 7%. These reƮect the beneƬt of our focus in recent years on capital expenditure eƯciencies and debt reduction.
We invested £2.4bn in capital programmes our eƯciencies have enabled us to do more for less. Our Ƭbre rollout has passed more than 19m premises, around two thirds of the UK, bringing beneƬts to homes, businesses and communities across the nation.
Normalised free cash Ʈow was up £150m at £2,450m, ahead of the outlook of around £2.3bn we gave at the start of the year. Strong cash generation across the group has enabled us to invest for the future at the same time as growing our free cash Ʈow.
We have reduced our net debt by £769m whilst funding the pension scheme, buying back shares and paying progressive dividends to our shareholders.
| Outlook | Result | |
|---|---|---|
| Underlying revenue excluding transita |
Improved trend | Up 0.5% |
| Adjusted EBITDAb | £6.0s£6.1bn | £6.1bn |
| Capital expenditurec | Broadly level with 201213 |
Down 4% |
| Normalised free cash{Ʈowb | c.£2.3bn | £2.45bn |
| Dividend per share | Up 10%s15% | Up 15% |
| Share buyback programme | c.£300m | £302m |
a 8nderlying revenue excluding transit is deƬned on page 184. b Adjusted EBITDA and normalised free cash Ʈow are deƬned on page 185. c Before purchases of telecommunications licences.
Our investments are delivering for the business and we expect them to support our goal of sustainable, proƬtable revenue growth. We are also conƬdent there are signiƬcant opportunities across the group for further cost transformation.
Together, these will drive long-term cash Ʈow growth for the business. We will continue with our prudent Ƭnancial policy of investing in our business, reducing net debt, supporting the pension fund and paying progressive dividends.
| Future outlook | ||
|---|---|---|
| 2014/15 | 2015/16 | |
| Underlying revenue excluding transita |
Broadly level | Growth |
| Adjusted EBITDAb | £6.2bns£6.3bn | Growth |
| Normalised free cash Ʈowb | Above £2.6bn | Growth |
| Dividend per share | Up 10%s15% | Up 10%s15% |
| Share buyback programme | c.£300m | c.£300m |
a 8nderlying revenue excluding transit is deƬned on page 184. b
Adjusted EBITDA and normalised free cash Ʈow are deƬned on page 185.
Tony Chanmugam Group Finance Director 7 May 2014
We have made good progress in a number of areas and delivered strong Ƭnancial results for the year. The investments we are making will support our goal to deliver sustainable, proƬtable revenue growth.
Capital expenditured Year ended 31 March 2012 2014 2013 £m 2,594 2,438 2,346 2,000 2,120 2,240 2,360 2,480 2,600
Earnings per share
d
.5p
10.p
Proposed full year dividend Year ended 31 March
2014
2013
Change
a Certain results for the years ending 31 March 2013 and 2012 have been restated.
See note 1 to the consolidated Ƭnancial statements on page 127 for further details. b
Items presented as adjusted are stated before speciƬc items. See page 184 for further details. c
Before depreciation and amortisation.
Before purchases of telecommunications licences.
e See deƬnition on page 185 and summarised cash Ʈow statement on page 64.
The results for the year were in line with or ahead ofthe outlook that we announced at the start of the year. We have made progress towards our goal of delivering sustainable, proƬtable revenue growth.
The UK telecommunications sector is one of the most competitive markets in the world. We are aƪected by the regulatory environment, which has led to price reductions for some of our products and services. Economic conditions have also restricted our growth ambitions in recent years.
Demand for bandwidth and faster broadband speeds has grown, from businesses and consumers alike. Products and markets are converging. Consumers increasingly want to buy Ƭxed-voice, broadband and TV as a bundle from one provider. Customers are changing their preferences, moving towards interactive broadband, data and IP services as well as seeking higher speeds and connectivity wherever they are. Their expectations around service Tuality have also risen. In the business market, Ƭxed, mobile and IT services are converging. And large multinationals are expanding overseas, including in the high-growth regions of the world.
We have made investments to enable us to respond to these developments, and to changing customer demands and expectations around service Tuality. We have continued to focus on reducing our cost base this has allowed us to make strategically important investments for the future of BT, whether that be in rolling out our Ƭbre broadband network, TV or in 4G spectrum and mobility.
Over the last few years our focus on improving customer service and eƯciency has generated substantial cost savings, enabling us to grow our proƬts and cash Ʈow despite the revenue pressures. The group-wide restructuring programme we started last year is further improving our cost base and will also enhance customer service.
Underlying revenue excluding transit was up 0.5%, reversing declines in recent years. EBITDA was Ʈat, reƮecting our ability to reduce costs while making long-term investments, which are delivering.
The groupos results for the year demonstrate further progress towards our goal of delivering sustainable, proƬtable revenue growth.
We have made good progress on our three Ƭnancial KPIs this year. But our customer service KPI needs to improve further.
We measure overall performance against our strategy using four key performance indicators (KPIs). Over the past few years our KPIs have been adjusted earnings per share, normalised free cash Ʈow and customer service improvement. These are consistent with metrics used in assessing variable elements of executive remuneration. This year, reƮecting our goal to deliver sustainable, proƬtable revenue growth, and to align with executive remuneration measures, we have elevated our measure of the trend in underlying revenue excluding transit to be a fourth KPI.
We have outlined our performance against each of our KPIs below, together with the deƬnition of the measure, set out in italics. We have provided reconciliations of the Ƭnancial measures to the closest IFRS measure in the Additional information section on pages 184 to 186.
Underlying revenue excluding transit was up 0.5% compared with a decline of 3.1% in the prior year. This was in line with our outlook at the start of the year for an improved trend.
Trend in underlying revenue excluding transit Year ended 31 March
The trend reƮects improved performances from BT Global Services, BT Consumer and BT Business whilst regulatory price reductions impacted group revenue by £150ms£200m.
Underlying revenue is a measure that reƮects the underlying performance of the group that will contribute to long-term proƬtable revenue growth. It excludes the impact of acTuisitions and disposals, foreign exchange movements and speciƬc items. We focus particularly on the trend in underlying revenue excluding transit because transit traƯc is low margin and signiƬcantly aƪected by reductions in mobile termination rates, which are outside our control.
Adjusted earnings per share increased 7% to 28.2p. This principally reƮected our focus in recent years on capital expenditure eƯciencies and debt reduction.
Adjusted EBITDA was broadly Ʈat despite our investment in BT Sport of around £450m. Our focus on capital expenditure eƯciencies and debt reduction has resulted in lower depreciation and Ƭnance expense. As a result, our adjusted earnings per share has grown 7%.
Adjusted earnings per share is the adjusted proƬt after tax attributable to our shareholders, divided by the weighted average number of shares in issue. As it excludes the impact of speciƬc items it provides a consistent measure of the operational performance of our business overtime.
We generated normalised free cash Ʈow of £2,450m which was higher than our outlook for the year and £150m above the prior year.
Strong cash generation across the group, our cost transformation activities, eƯciencies in our capital expenditure programmes, and lower tax and interest payments have helped generate strong normalised free cash Ʈow. We have invested for the future at the same time as growing our free cash Ʈow.
Free cash Ʈow represents the cash we generate from operations after capital expenditure and Ƭnance costs. It shows what cash is available to invest in the business, repay debt, support the pension scheme and pay dividends.
Normalised free cash Ʈow excludes signiƬcant non-operational payments that would distort the measure. Normalised free cash Ʈow is therefore before the impact of speciƬc items, purchases of telecommunications licences, pension deƬcit payments and the tax beneƬt from pension deƬcit payments.
Our customer service improvement measure was up 1.5%, but did not achieve our target to reverse the previous yearos decline of 4%. Ourservice is still not good enough and remains a key focus of our strategy across the group.
a Cumulative improvement from 1 April 2009.
The widespread Ʈooding across the UK aƪected our service and the strong demand for BT Sport placed considerable pressure on our contact centre resources. Our processes have also not been good enough. We recognise that the Tuality of our service is becoming increasingly important to the way people live their lives today. We need to deliver a step-change and are making further investments to provide a superior service to all our customers.
nRight First Timeo is our key measure of customer service and tracks how often we keep the promises we make to our customers. As well as improving service and the customer experience, keeping our promises should mean that there is less work to do in correcting our mistakes, and so reduces our costs.
5ead more about customer service improvement within the lines of business performance sections from page 30 Group performance
Our goal is to deliver sustainable, proƬtable revenue growth. This is supported by the investments we are making and our cost transformation activities.
| 201415 | 201516 | |
|---|---|---|
| Underlying revenue excluding transita |
Broadly level | Growth |
| Adjusted EBITDAa | £6.2bns£6.3bn | Growth |
| Normalised free cash Ʈowa | Above £2.6bn | Growth |
| Dividend per share | Up 10%s15% | Up 10%s15% |
| Share buyback programme | c.£300m | c.£300m |
a DeƬned on pages 184 and 185.
Our investments are delivering for the business and we expect them to support our goal of sustainable, proƬtable revenue growth. We are also conƬdent there are signiƬcant opportunities for further cost transformation across the group. Together, these will drive long-term cash Ʈow growth. We will continue with our prudent Ƭnancial policy of investing in our business, reducing net debt (targeting a BBBBaa1 credit rating over the medium-term), supporting the pension fund and paying progressive dividends.
In 201415, lower levels of expenditure in the UK local government sector, and our focus on only pursuing business in this sector that generates economic value, are expected to impact revenue by around £100m. We therefore expect underlying revenue excluding transit to be broadly level with 201314. We expect growth in 201516.
We continue to expect adjusted EBITDA of £6.2bns£6.3bn in 201415 with further growth in 201516. As a result of capital expenditure eƯciencies, we now expect normalised free cash Ʈow to be above £2.6bn in 201415. We continue to expect normalised free cash Ʈow to grow in 201516.
We have extended our dividend policy by one year and now expect to grow our dividend per share by 10%s15% in both 201415 and 201516. We have also extended our annual share buyback of around £300m to the 201516 Ƭnancial year. This will partly counteract the dilutive eƪect of all-employee share option plans maturing over this period.
| Year ended 31 March Before speciƬc items |
2014 £m |
2013a £m |
2012a £m |
|---|---|---|---|
| Revenue | 18,287 | 18,339 | 19,397 |
| Operating costsb | (12,171) | (12,196) | (13,363) |
| EBITDA | 6,116 | 6,143 | 6,034 |
| Depreciation and amortisation | (2,695) | (2,843) | (2,972) |
| Operating proƬt | 3,421 | 3,300 | 3,062 |
| Net Ƭnance expense | (591) | (653) | (681) |
| Associates and joint ventures | (3) | 9 | 10 |
| ProƬt before taxation | 2,827 | 2,656 | 2,391 |
| Taxation | (613) | (597) | (576) |
| ProƬt for the year | 2,214 | 2,059 | 1,815 |
a 5estated. See note 1 to the consolidated Ƭnancial statements. b
Excluding depreciation and amortisation.
Our key revenue measure, underlying revenue excluding transit, was up 0.5% compared with a decline of 3.1% in the prior year. Our results provide a strong platform from which to deliver our goal of sustainable, proƬtable revenue growth.
Reported revenue, which includes speciƬc items, was up 1%. Adjusted revenue was Ʈat at £18,287m. We had a £176m reduction in transit revenue, a £2m positive impact from foreign exchange movements and a £26m positive net impact from acTuisitions and disposals.
Our key measure of the groupos revenue trend, underlying revenue excluding transit, was up 0.5% compared with a 3.1% decline in the prior year. This reƮects improved performances from BT Global Services, BT Consumer and BT Business whilst regulatory price reductions impacted group revenue by £150ms£200m.
BT Global Serviceso investments in the high-growth regions of the world are delivering positive results with double-digit underlying revenue growth. These continue to help oƪset revenue declines elsewhere, including in the UK public sector. BT Business reported an improved revenue trend, supported by IT services and growth in BT Ireland. BT Consumer generated strong revenue growth driven primarily by higher broadband and TV revenue reƮecting the beneƬt of BT Sport. BT Wholesaleos revenue was impacted by Ofcomos Narrowband Market Review and the migration of services oƪ a previously terminated contract. The small decline in Openreach revenue reƮects the impact of regulation which oƪset strong growth in Ƭbre take-up.
A full breakdown of reported revenue by major product and service category is provided in note 4 to the consolidated Ƭnancial statements.
We reduced operating costs before depreciation and amortisation by £25m in the year. Our investment of around £450m in BT Sport was oƪset by our focus on cost transformation.
Our total operating costs before depreciation and amortisation were down £25m at £12,171m (201213 down 9%). Our ability to maintain costs at this level while investing reƮects our strong cost control. Excluding our investment in BT Sport and a £64m non-cash increase in the pensions operating charge, underlying operating costs before depreciation and amortisation and excluding transit decreased 3%. In aggregate, operating costs and capital expenditure have reduced by around £5bn over the last Ƭve years despite signiƬcant investment across the business.
Operating costs before depreciation, amortisation and speciƬc itemsa Year ended 31 March
a5estated. See note 1 to the consolidated Ƭnancial statements.
Net labour costs decreased 2% as improved productivity and better systems and processes oƪset recruitment to support our investment programmes. Our cost transformation activities have enabled us to absorb the impact of wage inƮation, higher pension costs, and the insourcing of roles into BT. We have insourced around 10,000 jobs over the past Ƭve years, improving our processes and reducing our overall costs.
Payments to telecommunications operators (POLOs) were down 8% primarily reƮecting lower transit volumes in BT Wholesale and lower call volumes in BT Consumer. Property and energy costs were 6% lower as a rate rebate and a 3% reduction in energy usage more than oƪset higher energy prices. BT Sport programme rights charges were £203m (201213 £nil). Other operating costs, net of other operating income, increased by 4%, principally reƮecting our investment in BT Sport.
a Before depreciation, amortisation and speciƬc items.
A detailed breakdown of our operating costs is set out in note 5 to the consolidated Ƭnancial statements.
As set out on page 57, our commentary focuses on the results before speciƬc items. SpeciƬc items resulted in a net charge after tax of £196m (201213 £111m).
SpeciƬc items charged against operating costs included £276m (201213 £204m) relating to the group-wide restructuring programme that we started last year. These costs consist primarily of leavers and property and network rationalisation activities. We expect further restructuring costs of around £200m in 201415.
Net interest on pensions of £235m (201213 £117m), as restated under IAS 19 (Revised 2011), was charged as a speciƬc item. The increase mainly reƮects the higher deƬcit at 31 March 2013 of £5.9bn compared with the deƬcit of £2.4bn at 31 March 2012.
SpeciƬc items include a tax credit of £111m (201213 £127m) reƮecting the tax on speciƬc items charged within proƬt before tax, as well as a tax credit of £208m (201213 £103m) on the re-measurement of deferred tax from 23% to 20% (201213 24% to 23%).
Details of all speciƬc items are provided in note 8 to the consolidated Ƭnancial statements.
Adjusted EBITDA was Ʈat (201213 up 2%) at £6,116m, at the upper end of our outlook of £6.0bns£6.1bn.
This demonstrates the beneƬts of our cost transformation activities, enabling us to invest whilst maintaining our proƬtability.
An analysis of adjusted EBITDA for each of our customer-facing lines of business is set out in note 4 to the consolidated Ƭnancial statements.
Adjusted proƬt before tax was up 6% at £2,827m.
As well as our EBITDA performance, this result reƮects our focus in recent years on capital expenditure eƯciencies and debt reduction, resulting in lower depreciation and amortisation and net Ƭnance expense.
Reported proƬt before tax (which includes speciƬc items) was £2,312m, broadly level with the prior year.
Depreciation, net Ƭnance expense and tax are discussed in later sections of this performance review.
Adjusted earnings per share increased 7% to 28.2p.
This is one of our key performance indicators (see pages 60 and 61) and has increased 21% over the last two years. The graph below shows the drivers of the rise in adjusted earnings per share over this period.
Adjusted earnings per sharea Year ended 31 March
a5estated. See note 1 to the consolidated Ƭnancial statements. b Other includes the impact of the change in the weighted average number of shares.
Reported earnings per share (which includes speciƬc items) was 25.7p, up 4%.
Our earnings per share in future years will be impacted by share options maturing and share awards vesting under our employee share plans. See page 26 for more details.
We generated normalised free cash Ʈow of £2,450m, up £150m or 7%, and also higher than our outlook of around £2.3bn. The cash generation of our business has continued to be strong, enabling us to make investments while also maintaining our strong liTuidity and funding position.
Our cash generation and Ƭnancial strength have enabled us to progress our Ƭnancial objectives. We have reduced our net debt by £769m whilst making investments for the future of our business, supporting our pension fund and our share buyback programme, and paying progressive dividends to our shareholders.
The increase in normalised free cash Ʈow in the year partly reƮects a particularly strong cash Ʈow performance within BT Global Services as well as lower tax, interest payments and capital expenditure. We paid instalments of around £240m for the Premier League football broadcast rights, as well as making a £60m deposit for the UEFA Champions League and UEFA Europa League broadcast rights that we won in the year. This yearos free cash Ʈow included around £60m of early customer receipts for services to be delivered in 201415.
| Year ended 31 March Before speciƬc items |
2014 £m |
2013 £m |
2012 £m |
|---|---|---|---|
| EBITDAa | 6,116 | 6,143 | 6,034 |
| Capital expenditureb | (2,346) | (2,438) | (2,560) |
| Interest | (608) | (692) | (685) |
| Taxationc | (424) | (624) | (615) |
| Working capital movements | (380) | (81) | (3) |
| Other non-cash and non-current liabilities movementsa |
92 | (8) | 136 |
| Normalised free cash Ʈow | 2,450 | 2,300 | 2,307 |
| Purchases of telecommunications licences |
s | (202) | s |
| Cash tax beneƬt of pension deƬcit payments |
77 | 560 | 215 |
| SpeciƬc items | (356) | (366) | (204) |
| Reported free cash Ʈow | 2,171 | 2,292 | 2,318 |
| Pension deƬcit payments | (325) | (325) | (2,000) |
| Dividends | (778) | (683) | (590) |
| Disposals and acTuisitions | (22) | 222 | 15 |
| Share buyback programme | (302) | (302) | s |
| Proceeds from issue of own shares | 75 | 109 | 21 |
| Reduction (increase) in net debt from cash Ʈows |
819 | 1,313 | (236) |
| Net debt at 1 April | (7,797) | (9,082) | (8,816) |
| Reduction (increase) in net debt from cash Ʈows |
819 | 1,313 | (236) |
| Non-cash movements | (50) | (28) | (30) |
| Net debt at 31 March | (7,028) | (7,797) | (9,082) |
a 5estated, see note 1 to the consolidated Ƭnancial statements. b
Excluding purchases of telecommunications licences.
c Excluding cash tax beneƬt of pension deƬcit payments.
Reported free cash Ʈow, which includes speciƬc items and a £77m (201213 £560m) tax beneƬt from pension deƬcit payments, was £2,171m (201213 £2,292m). The prior year included £202m for the purchase of our 4G telecommunications licence in the UK.
The cash cost of speciƬc items was £356m (201213 £366m) mainly comprising restructuring costs of £267m (201213 £147m), property rationalisation costs of £55m (201213 £55m) and payments relating to provisions for claims of £16m (201213 £nil).
Disposals and acTuisitions included payments of £19m relating to the acTuisition of ESPNos UK and Ireland TV channels business. In the prior year we received proceeds of £270m relating to the sale of our remaining interest in Tech Mahindra, oƪset by an outƮow of £54m in relation to our acTuisition of Tikit Group.
We have spent £302m (201213 £302m) on our share buyback programme to counteract the dilutive eƪect of our all-employee share option plans maturing. Exercises of share options generated proceeds of £75m (201213 £109m).
We have set out a reconciliation from net cash inƮow from operating activities, the most directly comparable IFRS measure, to normalised free cash Ʈow, on page 186.
Our cash generation has enabled us to reduce net debt to £7,028m, down £769m.
We intend to continue our policy of reducing net debt and target a BBBBaa1 credit rating over the medium term.
Gross debt, translated at swap rates, at 31 March 2014 was £9,496m. This comprised term debt of £8,705m, Ƭnance leases of £264m, commercial paper of £339m and other loans of £188m.
During 201314 we issued £1,181m of term debt in the capital markets in order to reƬnance maturing debt of £318m and to ensure we have liquidity to reƬnance term debt of £1,151m maturing in early 201415.
In June 2013 we issued a US600m three-year bond swapped to £390m with an eƪective Sterling interest rate of 1.95%.
In February 2014 we issued a US500m three-year bond and a US800m Ƭve-year bond. The US1.3bn proceeds were swapped to £791m which comprised £304m with an eƪective Sterling interest rate of 1.78% a year for three years and £487m with an eƪective Sterling interest rate of 2.66% a year for Ƭve years.
In December 2013 the US500m Ʈoating rate note matured, resulting in a cash outƮow of £318m.
Other cash Ʈow movements included repayments of £630m of commercial paper and other debt due within one year. We also increased the level of our investments held in AAA rated liquidity funds by £1,243m following the bond issues in the year and reƮecting our cash generation.
The adjustment to translate our debt balances to Sterling at swap rates to reƮect the impact of hedging decreased by £393m in 201314, principally due to the weakening in the year of both the Euro and the US Dollar against Sterling.
The adjustment to net debt to remove the impact of fair value hedge accounting decreased by £47m. The adjustment relating to the use of the eƪective interest method decreased by £4m. These were principally due to higher Sterling interest rates. Foreign exchange movements on cash and cash equivalents were £38m, which was principally due to the strengthening of Sterling against other currencies.
| Net debt | 7,797 | 863 | (1,682) | – | 32 | – | 18 | 7,028 |
|---|---|---|---|---|---|---|---|---|
| Removal of accrued interestc | 1 | s | s | s | s | s | s | 1 |
| Current assets investments | (531) | s | (1,243) | s | s | s | s | (1,774) |
| Cash eTuivalents | (924) | s | 191 | s | 38 | s | s | (695) |
| Less | ||||||||
| Gross debt | 9,251 | 863 | (630) | – | (6) | – | 18 | 9,496 |
| Removal of accrued interest and fair value adjustmentsc | (345) | s | s | 47 | s | s | 4 | (294) |
| Impact of cross-currency swapsb | (417) | s | s | s | 393 | s | s | (24) |
| Debt due after one year | 8,277 | 1,181 | s | (47) | (355) | (1,129) | 14 | 7,941 |
| Debt due within one yeara | 1,736 | (318) | (630) | s | (44) | 1,129 | s | 1,873 |
| £m | 1 April 2013 |
issuance (maturities) |
cash Ʈow |
move- ments |
Foreign exchange |
within one year |
Other | At 31 March 2014 |
| At | Term debt | Other | Fair value | Transfer to |
a Including accrued interest and bank overdrafts.
b 5etranslation of debt balances at swap rates where hedged by cross-currency swaps. c 5emoval of accrued interest applied to reƮect the eƪective interest rate method and removal of fair value adjustments.
Financing and debt maturity
The major source of our cash inƮow in recent years has been the cash generated from our operations. This year we issued short-term commercial paper and raised term debt in the capital markets to re-Ƭnance maturing debt. Together with our committed bank facilities of £1.5bn, these are expected to remain our key liquidity sources for the foreseeable future. Our committed bank facilities are available until March 2016 none of these had been drawn down at 31 March 2014.
Debt due within one year, at hedged rates, is £1,690m.
Adjusted net Ƭnance expense of £591m (201213 £653m) decreased by £62m as we reduced net debt levels year on year.
The table below provides an overview of average gross debt, investments and cash balances, and net debt and the related weighted average interest rates over the past three years.
| Year ended 31 March | 2014 £m |
2013 £m |
2012 £m |
|---|---|---|---|
| Average gross debt | 9,336 10,599 | 9,295 | |
| Weighted average interest rate on gross debt | 6.1% | 6.1% | 7.3% |
| Average investments and cash balances | 1,467 | 1,611 | 1,148 |
| Weighted average interest rate on investments | 0.4% | 0.5% | 0.6% |
| Average net debt | 7,869 | 8,988 | 8,147 |
| Weighted average interest rate on net debt | 7.5% | 7.3% | 8.3% |
A reconciliation of net Ƭnance expense to net interest cash outƮow is shown in note 25 to the consolidated Ƭnancial statements.
The Board is proposing a Ƭnal dividend of 7.5p, up 15%. This gives a full year dividend of 10.9p, also up 15%, and compares with an increase in the full year dividend of 14% in 201213.
This yearos dividend is at the upper end of our expected range, reƮecting our strong Ƭnancial performance this year. It will be paid, subject to shareholder approval, on 8 September 2014 to shareholders on the register on 15 August 2014.
Our future dividend expectations are set out in our Outlook on page 62
Our eƪective corporation tax rate was 21.7% compared with 22.5% in 201213. This is slightly lower in both years than the UK corporation tax rate of 23% (201213 24%).
This year we contributed £3.0bn to the UK Exchequer (201213 £2.9bn). This ranked us the ninth highest UK contributor, according to the Hundred Group Total Tax Contribution Survey for 2013. We also contributed £0.4bn in our signiƬcant non-UK jurisdictions.
This year we paid UK corporation tax of £299m. Part of this yearos UK corporation tax liabilities, as well as those arising in 201213, were covered by a reallocation of overpayments made in prior years following the considerable tax deductible pension deƬcit payment made in March 2012 and the use of capital allowances that we had not previously claimed. We paid non-UK corporate income taxes of £48m (201213 £63m, 201112 £47m).
Our goal is to be compliant with all our global tax obligations. Our tax strategy is set centrally at a group level and agreed by the Board. Group functions support regional management in complying with local tax obligations and achieving group strategy.
We seek to take advantage of available tax incentives, reliefs and exemptions in line with, and in the spirit of, tax legislation.
We are committed to maintaining a transparent and constructive working relationship with HM Revenue & Customs and with local tax authorities in the jurisdictions in which we operate. We are committed to full disclosure on a real-time basis.
We also describe our approach to taxation in our Better Future report at www.bt.combetterfuturereport
Our total tax expense before speciƬc items was £613m (201213 £597m, 201112 £576m).
Our eƪective tax rate on proƬt before taxation and speciƬc items is slightly lower than the UK statutory rate. As shown below, this is due to the utilisation of non-UK losses, prior year adjustments and other tax adjustments including legislative driven incentives.
| Year ended 31 March Before speciƬc items |
2014 £m |
2013a £m |
2012a £m |
|---|---|---|---|
| Adjusted proƬt before taxation | 2,827 | 2,656 | 2,391 |
| Tax at UK statutory rate of 23% (201213 24%, 201112 26%) |
650 | 638 | 621 |
| Non-UK losses utilised | (13) | (14) | (75) |
| Prior year adjustments | (17) | (57) | (74) |
| Non-deductible items | 16 | 30 | 37 |
| Other tax adjustments | (23) | s | 67 |
| Eƪective tax charge | 613 | 597 | 576 |
| Eƪective tax rate | 21.7% | 22.5% | 24.1% |
a5estated. See note 1 to the consolidated Ƭnancial statements.
The UK corporation tax rate has been reducing annually since 1 April 2011 and changed from 24% to 23% on 1 April 2013 and from 23% to 21% on 1 April 2014. It will change from 21% to 20% on 1 April 2015.
A reconciliation of reported proƬt before taxation (which includes speciƬc items) to total tax expense is shown in note 9 to the consolidated Ƭnancial statements.
We have unrecognised tax losses of £21.3bn (201213 £21.4bn) of which £17.1bn are capital losses arising in the UK.
The majority of the remaining losses of £4.2bn arose in our non-UK entities in prior periods. The timeframe in which we can use these losses to oƪset against future taxable proƬts, and our ability to do so, is determined by the location and proƬtability of the subsidiaries in which the losses arose.
More details are set out in note 9 to the consolidated Ƭnancial statements.
We continue to make signiƬcant investments to support our future growth strategy. Delivering eƯciencies across our capital programmes has allowed us to invest for the future whilst continuing to reduce our overall capital expenditure.
Our capital expenditure net of government grants totalled £2,346m (201213 £2,438m, 201112 £2,594m). The breakdown across our capital programmes is shown below.
Our capital expenditure focus has been on next generation access, which includes Ƭbre and ethernet, maintaining and upgrading our network, transformation and investing in growing and adjacent markets. Our investments included
We received government grants of £126m relating to our capital activity, including amounts speciƬc to the BDUK programme.
Of our total capital expenditure, £239m (2012/13 £248m) arose outside the UK. Capital expenditure contracted but not yet incurred was £400m at 31 March 2014 (2012/13 £355m).
Depreciation and amortisation reduced 5% to £2,695m, largely due to lower capital expenditure in recent years as we have become more eƯcient in delivering our capital investment programmes.
Our balance sheet primarily reƮects our signiƬcant investment in the network infrastructure assets that are the foundation of our business, and our capital management and funding strategy with which we Ƭnance that investment.
| At 31 March | 2014 £m |
2013 £m |
Movement £m |
|---|---|---|---|
| Property, plant & equipment, | |||
| software and telecoms licences | 15,525 | 15,934 | (409) |
| Goodwill & other acquisition related intangible assets |
1,402 | 1,477 | (75) |
| Other non-current & current assets |
1,000 | 1,586 | (586) |
| Trade & other receivables | 3,121 | 3,114 | 7 |
| Investments, cash & cash equivalents |
2,469 | 1,455 | 1,014 |
| Total assetsa | 23,517 | 23,566 | (49) |
| Loans & other borrowings | (9,814) | (10,013) | 199 |
| Trade & other payables | (5,261) | (5,574) | 313 |
| Other current & non-current liabilities |
(2,031) | (1,859) | (172) |
| Provisions | (533) | (630) | 97 |
| Deferred tax liability | (829) | (1,209) | 380 |
| Pensions, net of deferred tax | (5,641) | (4,543) | (1,098) |
| Total liabilities | (24,109) | (23,828) | (281) |
| Total (deƬcit) equity | (592) | (262) | (330) |
a Excluding deferred tax asset relating to the BT Pension Scheme.
Property, plant and equipment, software and telecoms licences make up our core network infrastructure and the other assets that are essential for our business. These were held at a net book value of £15.5bn at 31 March 2014. The net reduction of £409m in the year reƮects the related depreciation and amortisation charge of £2,695m exceeding capital expenditure of £2,346m.
Goodwill and other acquisition related intangible assets decreased by £75m, primarily reƮecting the impact of foreign exchange translation of overseas non-current assets. This was partly oƪset by additions of £35m relating mainly to the acquisition of ESPNos UK and Ireland TV channels business as discussed in note 14 to the consolidated Ƭnancial statements.
Other non-current and current assets and liabilities relate primarily to our Ƭnancial instruments, which are described in note 26 to the consolidated Ƭnancial statements.
Trade and other receivables were broadly Ʈat at £3,121m while trade and other payables of £5,261m were £313m lower, contributing to the working capital outƮow in the year.
Investments, cash and cash equivalents, loans and other borrowings are reconciled to net debt of £7,028m in note 24 to the consolidated Ƭnancial statements, on page 165. Movements in net debt are discussed on page 65.
Provisions reduced by £97m to £533m, principally reƮecting our expenditure against existing property and other provisions.
Deferred tax movements are shown in note 9 to the consolidated Ƭnancial statements. Pensions, net of deferred tax, increased by £1,098m to £5,641m and are discussed opposite.
The reduction in equity in the current year is principally due to the recognition of actuarial losses on retirement beneƬt obligations, distributions to shareholders and the net buyback of own shares, which are greater than the proƬt for the year. The deƬcit at 31 March 2014 does not impact the distributable reserves and dividend paying capacity of the parent company, BT Group plc, which had a proƬt and loss reserve of £9,693m at 31 March 2014.
We provide retirement plans for employees. The largest of these plans is the BT Pension Scheme (BTPS), a deƬned beneƬt plan in the UK. Although closed to new members, the BTPS still has around 41,000 active members, 195,500 pensioners and 76,500 deferred members. The BT Retirement Saving Scheme (BTRSS) is the current arrangement for UK employees who joined the group after 1 April 2001. It has around 26,000 active members.
The BTPS and BTRSS are not controlled by the Board. The BTPS is managed by a separate and independent Trustee. Details of the governance of the BTPS, its Ƭnancial position, performance of its investments and a summary of member beneƬts are available in the BTPS Annual Report published by the Trustee in December 2013, on the BTPS Trustee website (www.btpensions.net).
Details of the key risks associated with the BTPS and steps taken to mitigate these are discussed under Our risks on page 52
The BTRSS is a contract-based, deƬned contribution arrangement provided by Standard Life under which members choose their own investments and receive beneƬts at retirement that are linked to the performance of those investments.
We maintain similar arrangements in most other countries with a focus on these being appropriate for the local market and culture.
More information on our pension arrangements and on the funding and accounting valuations is given in note 19 to the consolidated Ƭnancial statements.
The funding of our main deƬned beneƬt pension plan, the BTPS, is subject to legal agreement between BT and the Trustee of the BTPS, which is determined at the conclusion of each triennial valuation. The most recent triennial funding valuation at 30 June 2011 and the associated deƬcit contribution plan was agreed with the Trustee in May 2012.
At 30 June 2011, the market value of assets was £36.9bn and the funding deƬcit was £3.9bn. There are a wide range of assumptions that could be adopted for measuring pension liabilities and legislation requires that this deƬcit is based on a cautious or prudent view s for example, assuming a lower investment return than might be expected.
We also calculate a nmedian estimateo of the liabilities, using our central estimate on future assumptions such as expected investment returns. If the valuation is performed using this approach the scheme had a surplus of £2.5bn at 30 June 2011. At 31 March 2014, the surplus using our median estimate assumptions was £0.5bn.
Under the current contribution plan, we made deƬcit payments of £2.0bn in March 2012 and £325m in March 2013 and March 2014. The plan includes a further seven annual payments of £295m through to March 2021 and will be reviewed at the next funding valuation due to be carried out as at 30 June 2014.
Further details on the current funding agreement are included in note 19 to the consolidated Ƭnancial statements and are also discussed under Our risks on page 52
The accounting deƬcit, net of tax, has increased in the year from £4.5bn to £5.6bn. The movements in the deƬcit are shown below.
Actuarial losses on plan assets for 2013/14 reƮect actual investment returns over the year of 0.6% which were below the IAS 19 (Revised 2011) discount rate of 4.2%. This was due to low or negative returns on a number of asset classes (such as index linked gilts), partially oƪset by higher returns from UK equities and property. This performance follows a record high for the BTPS plan assets of £41.3bn at 31 March 2013 which was driven by strong investment returns over 2012/13 of around 12%.
The increase in the real discount rate relative to RPI, from 0.87% to 0.97%, led to a fall in the liabilities which is shown as an actuarial gain on liabilities due to assumptions.
Allowing for scheme and membership experience over the year, such as updated membership data, led to an increase in the liabilities, shown as an actuarial loss on liabilities due to experience.
We have adopted IAS 19 (Revised 2011) this year, the revised pensions accounting standard issued by the International Accounting Standards Board. Details of this and its impact are set out in note 1 on page 127 of the consolidated Ƭnancial statements.
A summary of our principal contractual Ƭnancial obligations and commitments at 31 March 2014 is shown below. We have provided further details on these items in notes 19, 24 and 29 to the consolidated Ƭnancial statements note 29 includes details relating to our Ƭnancial commitments and contingent liabilities.
| Payments due by period | |||||
|---|---|---|---|---|---|
| Total £m |
Less than 1 year £m |
Between 1 and 3 years £m |
Between 3 and 5 years £m |
More than 5 years £m |
|
| Loans and other borrowingsa |
9,489 | 1,859b 2,618 | 1,639 | 3,373 | |
| Finance lease obligations | 264 | 14 | 26 | 25 | 199 |
| Operating lease obligations | 6,838 | 396 | 765 | 728 | 4,949 |
| Capital commitments | 400 | 378 | 15 | 6 | 1 |
| Programme rights commitments |
1,657 | 211 | 979 | 467 | s |
| Pension deƬcit obligations | 2,065 | 295 | 590 | 590 | 590 |
| Total | 20,713 | 3,153 | 4,993 | 3,455 | 9,112 |
a Excludes fair value adjustments for hedged risks.
b Includes £232m of accrued interest due within less than one year.
At 31 March 2014 our cash, cash equivalents and current asset investments were £2,469m. We also have unused committed borrowing facilities of £1.5bn. These resources and our future cash generation are expected to allow us to settle our obligations as they fall due.
We are a company that does business responsibly and sustainably. Our Better Future programme underpins this, by making sure our people, networks and technology work together to deliver the best outcomes for our business, society and the environment.
We have invested £27m directly in society, made up of a mixture of cash, time volunteered and in-kind contributions equating to 1% of our 2012/13 adjusted proƬt before tax. This brings our total investment to over £165m over the past six years (an average of 1.3% of proƬt before tax each year).
We have set a Better Future vision and goal for 2020 in each of the following three priority areas Connected Society, Net Good and Improving Lives. Achieving these will help BT and our customers to grow sustainably in the years to come.
In the UK 6.6 out of ten people can now access Ƭbre-based products and services (this is equivalent to two thirds of premises passed). We are well on our way to achieving our 2020 goal of nine out of ten. Through our regional Get IT Together projects, in 2013/14 we helped over 10,800 people to participate in courses that have helped them to gain conƬdence and competence in using the internet.
We also announced a three-year partnership, The Right Click Internet Safety Matters, with UNICEF, to provide practical advice about online child safety to up to 35,000 teachers, parents and children in the UK, supported by BT volunteers. Outside the UK, our Connecting Africa project provided satellite connectivity to 19 villages across the continent. This has provided access to information and critical services such as healthcare for around 95,000 people and we expect that up to 570,000 people living in the villages and surrounding areas could indirectly beneƬt.
In September we published the Ƭndings of our research partnership with Scope in the nEnabling Technology' report which highlighted how technology can work better for the UK's 11m people with disabilities. We are implementing its Ƭndings.
This year we helped our customers reduce their carbon emissions by 1.31 the end-to-end carbon impact of our business (as measured in MtCO2e). This was an improvement on last year, but we still have some way to go to achieve our 2020 goal of a 31 ratio.
We can achieve this goal at the same time as beneƬting our own business. Reducing the end-to-end carbon impact of our business can also reduce our operating costs. This year we achieved a 3% reduction in our global energy consumption, saving the business over £25m (see page 47).
Reporting the revenue associated with the Net Good portfolio highlights the connection between our business and our positive impact on society and the environment. This year the products and services for which we have calculated a carbon abatement beneƬt for our customers generated revenues of £3.1bn globally. Our product inclusion criteria and methodology is endorsed by the Carbon Trust and further details are available on our Better Future website and in our Better Future report.
Our product innovations also drove a decrease in emissions from the equipment we sell our customers. For example, our latest BT Home Hub is more energy eƯcient than the equipment it replaces.
We are also developing additional products and solutions that help corporate customers reduce their energy consumption, such as BT Inbound Calling.
We are constantly trying to reduce our environmental impacts through better product stewardship. In partnership with the University of Cambridge Engineering Design Centre, we have developed a Designing Our Tomorrow (DOT) checklist. This is now being rolled out across our own product development teams and to suppliers through the Better Future Supplier Forum, to inƮuence the manufacture, use and disposal of our products.
This year we helped generate over £85m towards good causes meaning, since 2012/13, we have achieved £146m cumulatively towards our target of £1bn by 2020. Our operational support of major telethons and appeals was the biggest contributor to this. Over £41m was raised over BT platforms in support of the Children in Need and Disasters Emergency Committee's Philippines appeals following typhoon Haiyan.
Thousands of people and organisations use our portfolio of services for charities, with over 5,800 charities and individuals using the MyDonate for Fundraising service to raise a further £16.4m for good causes.
We supported Comic Relief by providing the communication infrastructure for its appeals, as well as through employee volunteering and our inspiring celebrity challenges. This year during Sport Relief, a major sport initiative from Comic Relief, we galvanised our people to get active, raise money and change lives. BT volunteers powered Sport Relief's fundraising eƪorts by coordinating 87 call centres and handling 234,000 calls. Through in-kind support and donations from BT and our employees, our Sport Relief activities contributed £9m with our MyDonate platform processing online donations for the Ƭrst time.
Jointly with Comic Relief, we also created a brand new charitable initiative, The Supporters Club. So far we have raised more than £2m to help improve young people's lives in the UK and worldwide using the unique power of sport.
Volunteering is central to what it means to work at BT – our people have been giving up their time and applying their expertise in support of communities for decades and they continue to do so today with great enthusiasm and dedication. Our commitment to volunteering makes our people proud to work for BT and is an important part of being a responsible and sustainable business leader. As a result, over 46,000 days of volunteering were recorded by over 13,600 BT people, representing an in-kind contribution of over £14m, and supporting over 1,300 charities worldwide.
The results below demonstrate that we are focused on our delivery to achieve our Better Future goals – but there is still a long way to go. Out of our seven foundation performance indicators below, we have made progress against Ƭve, but we have failed to meet two, speciƬcally relating to customer service and ethical trading supply chain review.
| Our 2020 Goals | 2013/14 target | 2013/14 result | Target status |
2014/15 target | See page |
|
|---|---|---|---|---|---|---|
| Better Future Programme 2020 goals |
Connected Society More than 9/10 people in the UK will have access to Ƭbre-based products and services |
5.8/10 people can access Ƭbre-based products and services |
6.6/10 people can access Ƭbre-based products and services |
Continue to deliver against 9/10 target |
71 | |
| Net Good Help our customers reduce carbon emissions by at least 3 times the end-to-end carbon impact of our business |
1.11 achieved against our goal of 31 |
1.31 achieved against our goal of 31 |
Continue to deliver against 31 target |
72 | ||
| Improving Lives Use our skills and technology to help generate more than £1bn for good causes |
Over £63m raised for good causes |
Over £85m raised for good causes |
Continue to deliver against £1bn target |
72 |
| Our foundations | 2013/14 target | 2013/14 result | Target status |
2014/15 target | See page |
|
|---|---|---|---|---|---|---|
| Our investment |
Investment in responsible and sustainable business activities |
1% of PBT invested in responsible and sustainable business activities |
1% of PBT invested | Maintain 1% of PBT invested in responsible and sustainable business activities |
71 | |
| Our customers | Customer service: a measure across our entire customer base |
Improve RFT to more than recover the decline in performance seen in 2012/13 |
1.5% improvement | Improve RFT from 2013/14 level |
7 | |
| Our employees | Employee engagement index: a measure of our relationship with our employees |
Maintain or improve from 2012/13 performance, outcome was 3.69/5 |
3.82/5 achieved | Maintain or improve from 2013/14 performance |
25 | |
| Sickness absence rate: % of calendar days lost to sickness absence |
Reduce or maintain 2.13% calendar days lost in sickness |
2.10% calendar days lost in sickness |
Maintain or improve from 2013/14 performance |
25 | ||
| Ethical performance: a measure of our employees' awareness and training |
Maintain or improve from 2012/13 performance, outcome was 4.19/5 |
4.29/5 achieved | Maintain or improve from 2013/14 performance |
53 | ||
| Our suppliers | Ethical trading: a measure of our supply chain review with speciƬc focus on Human Rights |
100% follow-up within three months, for all those suppliers identiƬed as high/medium risk |
97% follow-up within three months |
100% follow-up within three months, for all those suppliers identiƬed as high/medium risk |
29 | |
| Our environmental impact |
CO2 emissions: a measure of our climate change impact |
By December 2020 reduce our net CO2e emission intensity by 80% against 1996/97 levels |
79% reduction in net CO2e emission intensity against 1996/97 levels |
Continue to deliver against 80% target |
47 |
Target met Target failed Ongoing
To Ƭnd out more about our Better Future 2020 goals, our methodologies and how our results are calculated, take a look at our Better Future report at www.bt.combetterfuturereport
At BT we are keen to move beyond volume-based metrics to understand and track the impact and value of our business. This year we have assessed a number of social impact methodologies to understand how we can best measure the signiƬcance of what being online brings to the individuals, businesses and governments that we serve. Moving forward this will enable us, for the Ƭrst time, to start measuring the social impact of our digital skills programmes and our wider investment in broadband.
Anchor, England's largest not-for-proƬt provider of housing and care to older people, has taken an innovative approach to managing its IT systems and moving its business forward, while focusing on providing a good experience for its customers.
Anchor has signed a deal with BT Business for a service called BT Managed Compute, to host and manage all its data and systems in BT's Cloud, so there will no longer be any need for servers or storage on Anchor premises. Anchor will retain a small IT team, while BT will provide people to run and manage the IT systems as well as to give help and guidance for the end-users in care homes. Thisincludes staƪ working for Anchor who need access to applications such as SMART, which is used to maintain individual customer records and is therefore a vital component in caring for its customers.
Anchor's approach ensures they are able to enhance people's lives through experiences which may include being able to use iPads as a form of entertainment and communication, among the wide range of activities on oƪer. Visiting relatives will also be able to access the internet from their smartphones or tablets.
Find out more about BT Compute at www.business.bt.comit-support-and-security
By developing a scalable oƪering like BT Managed Compute, weore able to help companies like Anchor move to a secure cloud-based infrastructure as painlessly as possible. We can deliver the exact services our customers need, without the capital outlay and risk usually associated with infrastructure projects
Graham Sutherland – CEO BT Business
Moving to BT Managed Compute has given us far greater Ʈexibility and resilience. It allows us to provide the same high-level, 247 service we always have but with the added ability to react more Tuickly to changing reTuirements, with minimum disruption to our customers. And most importantly, our data is secure and we know where it is.
Alistair Stevenson – Head of IT, Anchor
40,000
Anchor provides housing and 24/7 care services for almost 40,000 older people across England, Anchor is investing to move its business forward.
In this section we set out our governance structure, who sits on the Board, how it operates and the Board's areas of focus in the year.
We are committed to operating in accordance with best practice in business integrity and ethics and maintaining the highest standards of Ƭnancial reporting and corporate governance. The directors consider that BT has complied throughout the year with the provisions of the UK Corporate Governance Code (the Code) as currently in eƪect and applied the main principles of the Code as described on pages 75 to 115 of this Report of the Directors.
The Code and associated guidance are available on the Financial 5eporting Council website at www.frc.org.uk
The directors submit their report and the audited Ƭnancial statements of the company, BT Group plc, and the group, which includes its subsidiary undertakings, for 2013/14. 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.
Sir Michael Rake Chairman
We continue to have a strong and dynamic Board with the right mix of skills and diversity to deliver and further develop our strategy.
This year we have seen a number of changes, both on the Board and in the executive team.
After Ƭve years as Chief Executive (and 11 years at BT), Ian (now Lord) Livingston was honoured to be asked to take on a new role as Minister of State for Trade and Investment in the UK Government and to be its spokesman in the House of Lords. I would like to thank Ian for the signiƬcant personal contribution he made both to the development and the execution of our strategy over his time as our Chief Executive.
The succession plans that we had in place enabled us to move quickly and appoint Gavin Patterson as the new Chief Executive from September. Gavin was previously CEO, BT Retail and joined the Board in June 2008. Gavin has a detailed knowledge of all parts of our business and a track record of success. He also has considerable previous experience in the communications sector with Telewest (now Virgin Media) and in marketing with Procter & Gamble.
I would also like to thank The Rt Hon Patricia Hewitt, who retired from the Board in March 2014, for the advice and service she gave the company since joining in 2008 and in particular as our Senior Independent Director from July 2009. Nick Rose, former chief Ƭnancial oƯcer of Diageo and a Board member since January 2011, is now our Senior Independent Director.
I am delighted to welcome two new non-executive directors to the Board. Warren East, previously chief executive of ARM Holdings, brings in-depth experience of the technology industry and joined the Board on 1 February. We have also announced that Iain Conn of BP will join us on 1 June 2014, bringing a wealth of experience in international technology and energy markets. I led the recruitment process in each case with the full involvement and support of the Nominating & Governance Committee as we explain in more detail on page 86. I continue to review the membership of, and range of skills on, our Board and look to appoint outstanding candidates with a diverse mix of experience, as we recognise the importance of diversity in its widest sense in Board eƪectiveness.
In the year, we separated BT Retail into two new lines of business BT Business and BT Consumer. This will allow us to better serve our SME and consumer customers and to better deliver against our strategic priorities. The Board made two appointments to the Operating Committee in September Graham Sutherland CEO, BT Business and John Petter CEO, BT Consumer. Both have considerable experience in their respective businesses.
Lastly, Joe Garner (previously head of the UK bank at HSBC) joined us in February as the new CEO, Openreach, as Liv GarƬeld moved on to become chief executive of Severn Trent. Liv made a signiƬcant contribution to BT and in particular to Openreach and I would like to thank her and wish her every success in her new role. Joe has a proven track record in customer service improvement and programme delivery and brings substantial commercial, operational and regulatory experience.
Every year the Board has a forward programme of key items to consider and also focuses on the strategic issues for the company. This year we had in-depth discussions on our network and systems, BT's brand, culture, customer service, BT TV and BT Sport and our mobility strategy. You can read more about our activities on pages 80 to 82.
We continue to enhance our eƪectiveness as a Board and we set out the progress we have made on a number of areas of improvement on page 82. We have gained greater insight into customer service, including a visit to BT's Newcastle contact centre, and have reviewed competitor activity.
We continue to take an active role in the debates surrounding the changes in corporate reporting, including the changes in executive remuneration reporting and voting regimes and the introduction of the strategic report. We also responded to a number of consultations including the Financial Reporting Council's integrated guidance on risk management, internal control and the going concern basis of accounting.
I am conƬdent that we have a strong team in place to continue the successful delivery of our strategy and to make the most of the opportunities and challenges ahead.
Sir Michael Rake Chairman 7 May 2014
The Board has ultimate responsibility for the management of the group. There are a number of Board committees, as set out below, to which the Board has delegated certain key matters.
The Board is responsible for the group's strategy and for overseeing the group's performance as well as discharging certain legal responsibilities. The Board delegates day-to-day responsibility to executive management. There remain, however, a number of matters reserved for the Board.
The Board's focus is on strategy development growing shareholder value oversight and control and corporate governance.
The Board approves strategic plans the annual budget capital expenditure and investment budgets large capital expenditure and investment proposals and matters of major strategic importance.
The Board also sets the direction for the group's values, ethics and business policies and practices. It also oversees operating and Ƭnancial performance risk management and internal controls compliance and major public policy issues and reviews the Group Risk Register.
You can read about the Board's activities and how it has applied governance eƪectively during the year on pages 80 to 82.
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|---|---|---|
| www.bt.comboard |
The Board sets the corporate governance framework. The Board committees have terms of reference setting out their responsibilities and authorities. These are kept under review and changes are approved by the Board.
<ou can view the committeeso terms of reference at www.bt.comcommittees
We set out below a summary of the role of each committee. You can read about what each committee has done during the year in its report or in the case of the Operating Committee you can Ƭnd greater detail on its role on page 22.
The Audit & Risk Committee is responsible for the following areas Ƭnancial and narrative reporting internal controls and risk management internal audit and external audit.
It reviews the group's risk proƬle and current risk exposure and also endorses a programme for testing the risk mitigation and controls underpinning the group's assessment of residual risk.
It also reviews disclosures in BT's published Ƭnancial results, the Annual Report & Form 20-F, and other published information for regulatory compliance. It assesses the performance of the external auditors annually and recommends whether they should be re-appointed. It also monitors the external auditors' independence.
The Nominating & Governance Committee makes sure that the Board has an appropriate balance of skills and experience, independence and knowledge of the group. It makes recommendations to the Board on appointments and re-appointments to the Board. It also advises the Board on succession planning for Board appointments.
The committee oversees and monitors BT's governance framework and core compliance programmes, with a focus on non-Ƭnancial assurance.
The Remuneration Committee agrees the framework for the remuneration of the Chairman, the executive directors and certain senior executives. This includes the broad policy for cash remuneration, bonus awards, pension arrangements, executive share plans, service contracts and termination arrangements. It approves new executive share plans and any changes to existing share plans which do not require shareholder approval and recommends to the Board such plans/changes which do require shareholder approval.
The BT Pensions Committee principally focuses on oversight of the BT Pension Scheme (BTPS). This includes responsibility for considering pension policy and strategy matters signiƬcant to the group making recommendations to the Board on the BTPS triennial funding valuation and associated recovery plan discussing the BTPS investment strategy and monitoring its performance and reviewing and approving BT's risk management activities in relation to the BTPS.
The Committee for Sustainable and Responsible Business develops BT's strategy to be a responsible and sustainable business. It oversees corporate responsibility, environmental and community activities and the Better Future programme.
The Equality of Access Board (EAB) monitors, reports and advises BT on its compliance with the Undertakings given by BT to Ofcom. The EAB reports regularly to the Board and publishes an annual report to Ofcom.
<ou can Ƭnd full details of the EAB committee members and its remit in the EAB report on our website at www.bt.comeab
The Operating Committee is the key management committee and makes decisions on operational and other matters in accordance with the framework established by the Board.
Appointed to the Board as Chairman in September 2007. A British national, age 66.
Sir Michael has Ƭnancial, risk, and international business and professional services expertise gained during his time as chairman of KPMG International from 2002 to 2007. He previously held other roles in KPMG from 1974. A Chartered Accountant, he was knighted in 2007 for his services to the accountancy profession.
Deputy chairman of Barclays and a non-executive director of McGraw-Hill Financial. Sir Michael is President of the Confederation of British Industry, a member of the board of the Transatlantic Business Council and patron of the Science Museum.
Appointed as Chief Executive in September 2013 and on the Board since June 2008. A British national, age 46.
Gavin has experience in sales, marketing and operations. He was previously CEO, BT Retail and from 2004 to 2008 was Managing Director, BT Consumer, BT Retail. Before joining BT, Gavin was managing director of the consumer division of Telewest (now Virgin Media). Prior to that, he spent nine years at Procter & Gamble, rising to become European marketing director.
Non-executive director of British Airways.
Appointed to the Board as Group Finance Director in December 2008. A British national, age 60.
Tony has experience in Ƭnance, risk and the management and delivery of large contracts. He was formerly CFO, BT Retail, and Managing Director, BT Enterprises and, from 1997 to 2004, he was CFO and then Chief Operating OƯcer of BT Global Solutions. He qualiƬed as a Chartered Management Accountant.
Other appointments None outside BT.
Dan is the Group General Counsel and Company Secretary of BT Group plc. He joined BT in April 2010 as its Group General Counsel and was appointed Company Secretary in November 2012. Dan previously spent six years at Misys and 12 years at Cable & Wireless. A British and US dual national, age 54.
Appointed to the Board in July 2009. A British national, age 58.
Tony brings international business expertise in addition to Ƭnancial, operational, sales and marketing experience. From 1999 to 2003 Tony was chief executive of BSkyB and then chairman of Germany's largest cable operator, Kabel Deutschland Gmbh until 2013. He has held a number of senior executive positions in broadcasting and telecoms businesses in the UK, US and Continental Europe.
Senior advisor to Providence Equity Partners, chairman of the advisory council of Portland PR, a director of PureGym and the Spanish cable company ONO.
Appointed to the Board in February 2014. A British national, age 52.
Warren has experience in technology and engineering. From 2001 to 2013, Warren was chief executive of ARM Holdings having joined the company in 1994 as a general manager. Prior to that, he spent 11 years at Texas Instruments in a variety of roles.
Senior independent director and audit committee chairman of De La Rue. Non-executive director of Rolls-Royce, Dyson and Micron Technology.
Appointed to the Board in February 2006. A British national, age 56.
Phil has experience in the Ƭnancial sector as well as risk, control, governance and sustainable business. Phil's previous roles include senior independent director at Resolution, non-executive director of HMRC, group Ƭnance director of HBOS, chairman of Insight Investment and Clerical Medical and chief executive of =urich Financial Services UK Life.
Non-executive director of Business in the Community and Travelex. Trustee of Action Medical Research and BBC Children in Need. Chair of the Community Mark Independent Approvals Panel and an advisor to the Ƭnance committee of Christian Aid.
Appointed to the Board in November 2011. A US national, age 51.
With a 25-year career in the technology and software industry, Karen brings experience in technology to the Board. She was previously a board member of i2Group and from 1998 to 2005 was with the NASDAQlisted software company Epiphany Inc, latterly as chief executive.
Director of Exponent and Convercent. An advisory board member of the MITA Institute and Stanford University Technology Venture Program.
Appointed to the Board in January 2011. Nick became Senior Independent Director in March 2014. A British national, age 56.
Nick brings experience in Ƭnance, risk, control, governance and international business expertise. He was chief Ƭnancial oƯcer of Diageo prior to his retirement in December 2010, having joined the board in 1999.
Chairman of Williams Grand Prix Holdings, senior independent director of BAE Systems and non-executive chairman of Loch Lomond Scotch Whisky. Advisor to CCMP Capital.
Appointed to the Board in January 2011. A British and Swiss dual national, age 50.
Jasmine has experience in UK and international businesses, corporate social responsibility and sustainable business with particular expertise in building high-performing teams. She has a background in technology marketing and is currently chief executive of Save the Children International.
Governor of Dragon School Trust.
You can read about the directors on the Board and the skills and experience they each bring to the Board on pages 78 and 79.
The Board consists of the Chairman, the Chief Executive, the Group Finance Director and six non-executive directors, one of whom is the Senior Independent Director. It is supported by the Company Secretary. Iain Conn will join the Board as an independent non-executive director on 1 June 2014, increasing the number of non-executive directors to seven.
The roles of the Chairman and the Chief Executive are separate. They are set out in written job descriptions, which have been revised, reviewed and agreed during the year by the Nominating & Governance Committee. They provide clarity on the distinct responsibilities of each role.
The Board viewed the Chairman as independent at the time of his appointment. All the non-executive directors met, and continue to meet, the criteria for independence set out in the Code and the Board therefore considers them to be independent. The Board comprised a majority of independent non-executive directors throughout the year.
You can read about the roles of the Board members below.
The Chairman's role is to
The Chief Executive's role is to
strategic and government relationships.
A non-executive director's role is to
The Senior Independent Director is an independent non-executive director whose role is to
Nick Rose is the Senior Independent Director. He took over from Patricia Hewitt on 24 March 2014.
The Company Secretary's role is to
The appointment and removal of the Company Secretary is a matter for the whole Board.
The chart below shows how the Board allocated its time. A number of these areas are also considered by the Board committees.
The Board has a forward programme of business (see below) to ensure that it allocates suƯcient time to key areas and that the programme is suitably Ʈexible for items to be added to any particular agenda as necessary.
r Approach to tax
r Annual Report & Form 20-F
In addition, during the year we had in-depth discussions on our network and systems, BT's brand, our culture, BT TV and BT Sport, the group's mobility strategy and gave particular focus to customer service, which we set out in more detail in the box below.
We are committed to putting the customer Ƭrst. The Board has continued to spend signiƬcant time on customer service throughout the year both in and outside of Board meetings with regular updates from the Chief Executive in his reports and as a regular item on the Board's agenda.
During the year, the Board visited one of BT's major contact centres to see sales and service operations in action. The Board met with agents and saw Ƭrst-hand BT's strengths and areas which require continued focus. A similar visit by the Board to look at Openreach customer service is scheduled for 2014.
Tony Chanmugam became a member of the BT Pensions Committee from 1 October 2013, and of the Committee for Sustainable and Responsible Business on 10 December 2013. Following Patricia Hewitt's retirement, Tony Ball and Phil Hodkinson were appointed chairmen of the Remuneration Committee and the BT Pensions Committee respectively. With eƪect from 1 May 2014, Warren East was appointed to the Audit & Risk and the BT Pensions Committees and Karen Richardson to the Remuneration Committee.
Following the recommendation of the Nominating & Governance Committee, we approved the extension of the appointments of Nick Rose and Jasmine Whitbread on the expiry of their Ƭrst three-year terms, as detailed on page 86. We also approved the extension of Baroness Jay's membership of the Committee for Sustainable and Responsible Business following the expiry of her second three-year term in January 2014.
Warren East and Iain Conn, having been appointed as directors by the Board since the last Annual General Meeting (AGM), will retire at the 2014 AGM and will be proposed for election as required by BT's Articles of Association. All other directors will be proposed for re-election by shareholders at the AGM in accordance with the Code.
We include details of all directors' contracts/letters of appointment in the Report on Directors' Remuneration.
The following table shows the attendance of each director at meetings of the Board during the Ƭnancial year. The Chairman meets privately with the non-executive directors before each scheduled Board meeting. If unable to attend a meeting, directors are encouraged to give the Chairman their views and comments on matters to be discussed in advance.
| Meetings | ||
|---|---|---|
| Member | Eligible to attend | Attended |
| Sir Michael Rake (Chairman) | 10 | 10 |
| Ian Livingstona | 6 | 6 |
| Gavin Patterson | 10 | 10 |
| Tony Chanmugam | 10 | 10 |
| Tony Ball | 10 | 10 |
| Warren Eastb | 1 | 1 |
| Rt Hon Patricia Hewittc | 10 | 10 |
| Phil Hodkinson | 10 | 10 |
| Karen Richardson | 10 | 10 |
| Nick Rose | 10 | 10 |
| Jasmine Whitbread | 10 | 10 |
Ian /ivingston retired from the Board on 10 September 2013. b
Warren East joined the Board on 1 February 2014.
c Patricia +ewitt retired from the Board on 23 March 2014.
The Chairman keeps under review the level of attendance and contribution by directors at Board meetings, as well as their performance. During the year, he met with each director on an individual basis and considers that each of them continues to make an eƪective contribution to the Board debate across a wide range of issues and demonstrates commitment to the role. The Chairman also reviews with each director any training or development they need to assist them in performing their role. Patricia Hewitt reviewed the Chairman's performance during the year, taking into account feedback from the other Board members, including from an internal evaluation exercise.
a
On appointment, directors take part in an induction programme to increase their knowledge and understanding of the business. They receive information about BT including Ƭnancial data and the key policies in support of BT's business practices. They also receive details on the role of the Board, its terms of reference, membership of the main Board committees and the matters reserved for decision by the Board, the Board committees or BT's most senior executives. Below is a summary of the induction programme for Warren East.
Following our announcement in October 2013 of Warren East's appointment to the Board, Warren has undertaken a comprehensive induction programme. This included
r brieƬngs on BT policies on anti-corruption and bribery, gifts and hospitality, charitable donations, corporate sponsorship and The Way We Work.
Warren will also be visiting BT's Newcastle contact centre to see Ƭrst-hand BT's customer service and will continue to be given opportunities to gain an insight into a range of areas of BT's business.
"BT organised a great process, arranging for me to meet many of the executives and technologists. Everyone has been very candid and helpful in developing my understanding of the business. It's really helped me to hit the ground running.q – Warren East.
To build on the induction programme, directors receive further brieƬngs both to help in their own development and also to enhance their awareness of the diƪerent elements of the business. All directors are encouraged to update regularly their skills and knowledge and the Board and individual directors receive ongoing training as required. The key areas focused on this year are highlighted below
| Programme |
|---|
| Monthly written Investor Relations and Analyst Relations report written brieƬngs and meetings with senior executives. |
| The Company Secretary provides brieƬngs during the year on any developments in the legal, governance and compliance areas (including reminders of continuing obligations) and has follow-up meetings if required. Formal seminars were held during the year covering accounting, governance and compliance and reporting developments. |
| A weekly written update to the non-executive directors from the Chairman on key business activities, high-level meetings and relevant sector highlights. |
The Chairman and Company Secretary carried out a Board evaluation in March and April 2013 through an electronic questionnaire. We discussed the resulting report in May and noted that, overall, the results were positive. We also identiƬed a number of improvements, and highlight our actions in the key areas in the table below.
| Key areas | Actions |
|---|---|
| Board expertise | |
| Continue to enhance the Board's knowledge of the various markets in which the group operates |
We have held deep-dives on the lines of business and the markets in which they operate. |
| Key areas | Actions |
|---|---|
| Board dynamics | |
| Continue the positive relationships between the Board and senior management, with more interaction with management |
A number of senior managers have attended and presented at Board meetings during the year. The Board collectively and individually met with a wide group of BT people throughout the year. We have scheduled a visit to an Openreach contact centre in the summer. There are also regular talent breakfast meetings and the non-executive directors have a standing invitation to join the Chairman at talent dinners with senior employees. |
| Board insight | |
| Receive more information on, and have greater insight into, customer service and competitor activity |
Customer service has been high on the Board's agenda and there have been several discussions on it during the year. The Board is receiving greater detail on competitor activity. External advisors presented their perspective on the sector and on the business environment at the Board strategy day in March 2014. |
| Board committees | |
| Remuneration Committee updates | The committee chairman provides an update at the private sessions the Chairman has with the non executive directors. |
| Strategic oversight | |
| Undertake further deep-dives into the key strategic questions |
We have continued with deep-dive discussions throughout the year during lunchtime Board slots. There have been a number of BT Sport updates at Board meetings and via telephone and written brieƬngs. We held a Board strategy day in March 2014 focusing on key strategic objectives. |
| Priorities for change | |
| To particularly focus on customer service, BT TV and BT Sport, BT Global Services, and organisational culture |
The Board has received regular updates on customer service, BT TV, BT Sport and BT Global Services throughout the year and received a presentation on organisational culture in early 2014. |
We have begun the triennial external evaluation of the Board for 2014/15. This is being conducted by Lintstock, who also supply BT with a database application which BT uses to meet the insider list requirements under the Disclosure and Transparency Rules. You will Ƭnd further details on this evaluation process on page 87.
This year the Audit 5isk Committee paid special attention to several overseas locations that are important to BT Global Services, including Italy and Brazil, to data security and to the increasing cyber security threat. We have received detailed presentations from key personnel in each of these areas and reviewed managementos mitigation plans.
I chair the Audit & Risk Committee. Our membership and meeting attendance during the year are set out below. The diverse backgrounds of the committee members and their combined skills and experience enable us to fulƬl the committee's remit, as set out in its terms of reference.
We regularly meet with external experts (frequently the big four accounting Ƭrms) to keep ourselves fully aware of market best practices.
Although not members of the committee, the Company Secretary, Group Finance Director, Deputy Finance Director, Director Group Financial Control and Director Internal Audit attend each meeting as does the lead audit partner and representatives from our external auditors. I meet with this group ahead of the meetings to review key areas for discussion with the committee. The external auditors are not present when we discuss their performance and/or remuneration.
We are keen to interact with senior managers below executive level and representatives from Ƭnance and internal audit attend meetings at our invitation.
The Board has agreed that I have recent and relevant Ƭnancial experience as required by the provisions of the Code and that I constitute an naudit committee Ƭnancial expert' for the purposes of the Sarbanes-Oxley Act.
After each meeting, I report to the Board on the main issues that we discussed.
a Includes a joint meeting with the Nominating Governance Committee in March 2014. b Patricia +ewitt retired from the committee on 23 March 2014.
Warren East joined the committee on 1 May 2014.
We met six times during the year and in addition we held a joint meeting with the Nominating & Governance Committee. You can read about what we discussed at this joint meeting in the Nominating & Governance Committee Chairman's report on page 88. The chart below shows how we allocated our time, including at the joint meeting.
We set time aside at each meeting to seek the views of the internal and external auditors in the absence of management.
The committee has an annual work plan. This includes standing items that the committee considers regularly in addition to any speciƬc matters that require the committee's attention and topical items on which we have chosen to focus. For example, in 2013/14 we asked management to provide us with greater analysis of our operations in Latin America and reports on major contracts in BT Global Services, customer data handling, data security and current trends on security risks facing BT. We also requested a brieƬng in relation to the regulatory Ƭnancial statements, including areas of key judgement or estimate.
Some of the more signiƬcant matters we discussed during the year are set out below.
We
r reviewed the Annual Report & Form 20-F, together with annual, half-year and quarterly results announcements for recommendation to the Board
The signiƬcant issues we considered in relation to the Ƭnancial statements for the year ended 31 March 2014 are set out below. We have discussed these with the external auditors during the year as well as their areas of particular audit focus as described in the Independent Auditors' Report on pages 118 to 120.
We reviewed the accounting policies, including a paper from management and the disclosures in note 2 to the consolidated Ƭnancial statements that relate to critical accounting estimates and judgements, and re-conƬrmed they remained appropriate for the group. This included a review of the accounting policies in respect of revenue and programme rights recognition for BT Sport. We also considered the basis on which the recoverability of the group's investment in BT Sport is assessed.
We considered management's forecasts of group cash Ʈows and net debt as well as the Ƭnancing facilities available to the group. Following this review and a discussion of the sensitivities, we conƬrmed that it continues to be appropriate to follow the going concern basis of accounting in the Ƭnancial statements.
We reviewed management's process and methodology for assessing the carrying value of goodwill. This included consideration of the impact of the segmental reporting changes following the simpliƬcation of internal trading and the split of BT Retail into BT Business and BT Consumer (see note 1 to the Ƭnancial statements). We also considered the resulting revisions to cash generating units (CGUs) and cash Ʈow forecasts for BT Global Services, BT Business and BT Consumer. We considered the key assumptions, resulting headroom and the sensitivities applied by management in forming its assessment that no goodwill impairment charges were required. We agreed with management's assessment that there was no impairment of goodwill this year. We also discussed and agreed with management's disclosures in respect of the headroom in BT Global Services in note 12 to the Ƭnancial statements.
We reviewed the assumptions underlying the valuation of the pension liabilities in the Ƭnancial statements and considered the Ƭnancial assumptions including the discount rate, future inƮation, salary increase expectations and pension increases as summarised in note 19 to the Ƭnancial statements. We also considered sensitivities around the assumptions and reviewed the accounting impacts, as well as the impact of the assumptions on the 2013/14 and 2014/15 income statements and the related disclosures. We were satisƬed that these were appropriate.
In addition to our review of the appropriateness of accounting policies, management provided regular updates on the performance of major contracts within BT Global Services. This included an overview of the trading and operational performance of the contracts, the assessment of the recoverability of dedicated contract assets, the assessment of the future performance of the contracts and any requirement for loss provisions. We agreed with management's assessment that no additional provision for loss or impairment of assets was required this year.
We considered the results of management's annual review of asset lives, veriƬcation of assets and fully depreciated assets. We considered the judgements taken in relation to asset lives and the methodology applied to consider asset veriƬcation. We were satisƬed that the proposed adjustments were appropriate.
Each quarter, as part of our review of the quarterly results, we are provided with a summary of speciƬc items and management's view of the quality of earnings and of the eƪective tax rate. At the half-year and full-year, a detailed assessment of provisions is also provided and discussed. We considered whether speciƬc items are appropriately categorised. In each quarter and for the full year, the committee was satisƬed with the information, analysis and explanations provided in relation to the results. We reviewed management's paper on the
revisions to presentation of other operating income and the trading results of the lines of business (see note 1 to the Ƭnancial statements). We also reviewed the restatements required under IAS 19 nEmployee BeneƬts' (Revised 2011) prior to the publication of these in June 2013, and considered the group's bad debt provisioning policy, focusing on particular areas where management had undertaken detailed reviews.
The committee and the external auditors have discussed the issues addressed by the committee during the year and the areas of particular audit focus, as described in the Independent Auditors' Report on pages 118 to 120.
We discussed these areas of focus with them when they presented their audit plan and again at the time of their review of the half-year results and at the conclusion of their audit of the Ƭnancial statements for the year. As they concluded their audit, they explained
Management reported to the committee that it was not aware of any material misstatement and the auditors also reported the misstatements they had found in the course of their work. The committee conƬrmed that these unadjusted misstatements were not material to the Ƭnancial statements.
We discussed the quality of the audit throughout the year and consider the performance of our external auditors, PricewaterhouseCoopers, annually, taking into account feedback from a survey targeted at various stakeholders across the business and the committee's own assessment. The evaluation focuses on audit scope and planning performance of the lead audit partner and the audit team audit reporting and communications added value and the audit fee. The external auditors' performance was rated as meeting or exceeding expectations and, overall, the relationship between management and the external auditors is viewed as constructive with robust challenge by the auditors on areas which require management judgement. The committee did feel that we would beneƬt from more detailed industry and benchmarking insight and we asked the external auditors to provide us with these.
PricewaterhouseCoopers and its predecessor Ƭrms have been BT's auditors since BT listed on the London Stock Exchange in 1984. The external auditors are required to rotate the lead partner every Ƭve years and other partners that are responsible for the group and subsidiary audits must change at least every seven years. Such changes are carefully planned to ensure business continuity without undue risk or ineƯciency. The partner responsible for BT's audit is completing his Ƭfth
year within the group audit team and his second year as lead partner which is a role he can continue for a further two years.
The comply-or-explain provision in the UK Corporate Governance Code has eƪectively been superseded by the UK Competition Commission's Ƭnal report and recent developments in Europe. EU legislation requires mandatory rotation of audit Ƭrms every ten years, extendable, if there is a tender process, up to 20 years. The transitional rules under the EU legislation will require an initial change of audit Ƭrm no later than for the 31 March 2021 year-end audit.
The Competition Commission had previously proposed mandatory audit tenders at least every ten years with diƪerent transitional rules, but has now announced a delay in its implementation programme to consider fully the implications of the EU rules on its proposals. There is therefore uncertainty as to whether BT will be required to go to tender prior to 2021.
Until this uncertainty is resolved, the committee will continue to consider annually the need to go to tender for audit quality or independence reasons.
There are no contractual obligations in place that restrict our choice of statutory auditor.
BT has agreed policies in place on what non-audit services can be provided by the external auditors and the relevant approval process. The external auditors are not permitted to perform any work which they may be later required to audit or which might aƪect their objectivity and independence or create a conƮict of interests. There are internal procedures in place for the approval of work given to the external auditors, the key points of which are
During the year, there were no non-audit fees which required the approval of the committee or the committee chairman. We monitored compliance with the agreed policies and the level of non-audit fees paid to the auditors in order to satisfy ourselves that the types of services being provided and the fees incurred were appropriate. You can see details of non-audit services carried out by the external auditors in note 7 to the consolidated Ƭnancial statements. In this context audit-related assurance services are considered to pose a low threat to auditor independence and therefore the proportion of other non-audit services to total services is considered the most suitable measure of the non-audit services provided. These represented 15% of the total fees (2012/13 17%). Further details of the non-audit services that are prohibited and allowed under the policy can be found in the corporate governance section of the BT website.
The committee is satisƬed that the overall levels of audit and non-audit fees are not material relative to the income of the external auditors as a whole and therefore that the objectivity and independence of the external auditors was not compromised.
In April 2013, we endorsed the internal audit plan of work. This integrates the assurance requirements for the internal Ƭnancial controls testing programme, the company's overseas footprint, and the group's risk assurance mapping. It includes coverage of static and dynamic risks. The audit plan for 2013/14 included 145 audit reviews in addition to the testing of 113 Sarbanes-Oxley processes. Key areas of focus across the plan included Ƭnancial management and controls, next generation access, governance and compliance, customer service and major contracts for networked IT services.
We reviewed promptly all reports from the internal auditors and ensured that management took appropriate action on issues arising from such reports. We monitored management's responsiveness to the Ƭndings and recommendations of the internal auditors. Examples included physical and logical security, data segregation and Ƭnancial controls in overseas entities. We have discussed with management the actions required to bring these matters to resolution and agreed that delivery plans are in place.
We monitor the relationship between the internal and external auditors and at the end of the year we received a report on the performance of internal audit.
BT has in place an internal control environment to protect the business from material risks which have been identiƬed within the group. Management is responsible for establishing and maintaining adequate internal controls over Ƭnancial reporting and we have responsibility for ensuring the eƪectiveness of these controls. To enable us to do this, each quarter the lines of business certify compliance with the Turnbull guidance and Sarbanes-Oxley controls. The outcomes of these reviews are reported to us and no signiƬcant weaknesses were identiƬed in the annual review.
BT's risk management processes which have been in place throughout the period under review identify and monitor the risks facing the group. The risks which are considered material are reviewed regularly by the Operating Committee and the Board.
We give risk management special attention and during the year heard from the Chief Executive on the enterprise-wide risk management process and the key risks facing the group as a whole. We heard from each line of business CEO on the key risks in their part of the business as well as the actions they are taking to address them.
I reported last year that the committee had given particular focus to BT's operations in Italy. We have continued to monitor the position there and signiƬcant progress has been made to improve the control environment. We also undertook a review of BT's operations in Latin America, where improvements were identiƬed. A remediation plan is in place and it is regularly reviewed by the committee. We have also kept under review the current trends of security risks facing BT and the progress made to manage these risks.
We also consider any whistleblowing reports (including the conƬdential, anonymous submission by employees) regarding accounting, internal accounting controls or auditing matters, ensuring arrangements are in place for the proportionate, independent investigation and appropriate follow-up of such matters. We discussed the Ƭndings from the external review and benchmark of BT's conƬdential hotline programme at the joint meeting with the Nominating & Governance Committee.
The Board is ultimately responsible for the group's systems of internal controls and risk management. You can Ƭnd details of the Board's and our review of the group's systems of internal control and risk management on pages 112 to 113.
Our performance is reviewed annually by inviting members, key executives and the external auditors to complete questionnaires. The results show that the level of discussion and challenge led to a healthy debate at meetings and that the committee continues to be eƪective in terms of behaviours and processes. Enterprise risk management/risk attitude continues to be an area of focus over the next 12 months.
Chairman of the Audit & Risk Committee 7 May 2014
We continue our focus on having the right range of skills on the Board and monitoring the eƪectiveness of a number of BTos core compliance programmes.
I chair the Nominating & Governance Committee at the request of the Board. I would not participate in any discussion concerning the selection and appointment of my successor.
Our membership and meeting attendance during the year are set out below.
The Company Secretary and, where appropriate at my invitation, the Chief Executive attend our meetings.
| Meetings | |||
|---|---|---|---|
| Member | Eligible to attenda | Attended | |
| Sir Michael Rake (chairman) | 5 | 5 | |
| Tony Ball | 5 | 5 | |
| Rt Hon Patricia Hewittb | 5 | 5 | |
| Phil Hodkinson | 5 | 5 | |
| Nick Rose | 5 | 5 |
a Includes a joint meeting with the Audit 5isk Committee in March 2014. b
Patricia +ewitt retired from the committee on 23 March 2014.
We met four times during the year and in addition we held a joint meeting with the Audit & Risk Committee. You can read about what we discussed at this joint meeting later on in this report. The chart below shows how we allocated our time, including at the joint meeting. We covered the same key themes as last year.
At each meeting we considered succession planning and the composition of the Board. We agreed the importance of having diversity on the Board, including cultural and geographic experience. We noted that the Chairman continues to review executive director succession with the Chief Executive, who also briefed us on the active management of the careers of BT's high potential individuals. As a result of our succession discussions, we were able to move quickly when the need arose to appoint a new Chief Executive. Patricia Hewitt also met with non-executive directors to discuss succession plans for BT Group's chairmanship.
We have a skills matrix against which we evaluate candidates whether identiƬed by the Board or external consultants during the year. We refreshed our skills matrix and assessed the relevant skills that the Board has against a set of criteria the technical skills required for running a listed company customer sectors industry knowledge stakeholder engagement and regional experience. We believe the Board has strong technical expertise and a good range of experience across diƪerent customer and industry segments, though would beneƬt from further Ƭnancial expertise. We identiƬed a need for a broader range of technology experience on the Board.
We instructed external search consultants MWM Consulting to identify potential non-executive directors. MWM Consulting are instructed from time-to-time by BT for search assignments but otherwise have no connection with the company. Having considered potential candidates against our skills matrix, the committee recommended Warren East's appointment to the Board. I separately identiƬed (though not through an external search consultancy) that Iain Conn might be available to join our Board in the summer of 2014. I considered Iain to be a highly regarded and potentially excellent candidate and I moved quickly to secure his services. Members of the committee and the Board met Iain Conn and we recommended his appointment to the Board.
With the appointments of both Warren East and Iain Conn, we have enhanced the technology experience and Ƭnancial expertise on our Board. We continue to look to strengthen some areas of regional and sector experience on the Board.
We recommended to the Board that the appointments of Nick Rose and Jasmine Whitbread each be extended for three years following the expiry of their Ƭrst three-year term in January. Nick has recent and relevant Ƭnancial experience for the purposes of the Code and constitutes an audit committee Ƭnancial expert for the purposes of the Sarbanes-Oxley Act. Jasmine has experience in UK and international businesses, corporate social responsibility and sustainable business with particular expertise in building high-performance teams. Both recommendations followed a rigorous evaluation of their performance and a review of their other roles, to assure ourselves that they continue to be independent in character and judgement and that there are no relationships or circumstances that are likely to aƪect this judgement. All non-executive appointments are terminable on three months' notice and are subject to automatic termination in the event of a director not being elected or re-elected by shareholders at the AGM.
Our policy for the composition of the Board is to support diversity in its widest sense. We wish to attract Board members with a diverse range of backgrounds who will contribute a wealth of knowledge, understanding and experience of the communities to whom BT provide services. Our gender diversity policy for the Board is to aim to have at least 25% female representation on the Board. During the year we had at least 30% female representation on the Board, until the retirement of Patricia Hewitt in March 2014 when it declined to 22%. We will look to address this in line with our diversity policy. We ensure that diversity is considered as part of any shortlist process drawn up by external search consultants. You can read more about BT's approach to diversity on page 24.
We continue to keep the membership of BT's Board committees under review. The Board approved in April 2014 a number of changes to committee membership following Patricia Hewitt's retirement and our new non-executive director appointments. You can read about this on page 81. Earlier in the year, we recommended to the Board that Tony Chanmugam become a member of the BT Pensions Committee, which he did from 1 October 2013.
We reviewed our terms of reference and recommended some changes to the Board, which they approved in April 2014. The changes reƮect a further reƬnement of some of our governance and compliance activities and have made explicit our relationship with BT's Director of Compliance, whom we hold to account for the eƪective application and continued performance of many of BT's signiƬcant compliance programmes.
We evaluated our eƪectiveness through a questionnaire sent to committee members, the Chief Executive and Company Secretary in March 2013. Over 70% of responses rated the committee's overall eƪectiveness as good or above. We discussed the results and proposed actions in July. In December, we reviewed the action plan and highlight our progress in key areas in the table below
| Key areas | Actions |
|---|---|
| Continued focus on succession planning |
We have further strengthened the Board with the appointments of Warren East and Iain Conn. Patricia Hewitt as the then Senior Independent Director met with the non-executive directors to discuss the succession planning for BT Group's chairmanship. |
| Keep under review the potential areas of similar duties of some Board committees |
We held a joint meeting of the Audit & Risk and the Nominating & Governance Committees in March 2014 and plan to hold this annually. |
| Regional Governance Committees to include a broader range of matters and metrics |
We have noted a number of enhancements to the reporting information reviewed by the Regional Governance Committees, which now includes tracking the resolution of data governance, security, environment, anti-corruption and bribery issues. We received a report measuring the progress and maturity of BT's core compliance programmes. |
| Carry out deeper reviews of core compliance programmes |
We have reviewed BT's programmes on conƮict minerals compliance data governance international trade and sanctions human rights and UK telecommunications regulatory compliance. |
| Publication of more case studies of good and bad behaviour in relation to compliance programmes |
The company has published in the annual Better Future report the number of people who leave BT in the UK as a result of ethical misconduct. The company will use this information and regular reporting on the numbers of compliance/ethics-related misconduct cases to help understand root causes and potential trends in non-compliance and drive compliant behaviour. BT promotes examples of good behaviour on its compliance champions webpage. |
| Key areas | Actions |
|---|---|
| Continued training on good governance and compliance practices |
The Board had a governance seminar in June 2013. This covered regulatory challenges and opportunities data privacy the new regime for voting and reporting on directors' pay changes in narrative reporting and an update on recent enforcement actions regarding disclosures and inside information. The Company Secretary provides a report to each Board meeting and this includes updates on governance and compliance |
| developments. | |
We recommended to the Board that, in line with the Code, the Board's evaluation for 2014/15 be undertaken externally by Lintstock. Thisfollowed a tender exercise conducted by the Company Secretary. Board members and the Company Secretary have completed separate electronic questionnaires on the Board, the Committees, the role of the Chairman and on their own individual contribution. The Board questionnaire includes a focus on Board composition and expertise, how the Board works, its role in setting strategy, its understanding of the key risks facing the group, succession planning and a case study on the Board's role in the purchase of football broadcasting rights. This was followed by individual interviews with Lintstock during March and a report to the Board in May 2014.
The Board will discuss the results of the evaluation at a future Board meeting. The Chairman will also conduct one-to-one interviews with directors on their performance and the Senior Independent Director, Nick Rose, will conduct the annual evaluation of the Chairman.
We noted the list of external directorships and other interests held by the members of the Operating Committee as at March 2014.
As part of our governance oversight role, we have reviewed a number of BT's core compliance programmes. We received a presentation on the increasingly important data governance programme and endorsed the current areas of focus. We also reviewed BT's proposed conƮict minerals compliance programme and received an update on BT's programme to monitor international trade and sanctions. At each meeting, we received an update on the implementation of our anti-corruption and bribery compliance programme for agents (agents programme) and highlighted the important oversight role that the Regional Governance Committees (RGCs) have to play.
We endorsed a move to a new approach for mandatory compliance training. This includes annual assessment to allow people to demonstrate their competence, followed by focused learning in areas which the assessment highlights is required as well as re-assessment to provide assurance that learning has been eƪective. We received an update on the programme of externally conducted in-country risk reviews and the proposed next steps.
Sir Michael Rake Chairman of the Nominating & Governance Committee 7 May 2014
Our primary role is to oversee BTos relationship with the BT Pension Scheme in the interests of BT, scheme members, shareholders and other stakeholders.
I chair the BT Pensions Committee and on behalf of the committee, I would like to thank The Rt Hon Patricia Hewitt for her contribution to the work of the committee over the past six years, the last four as chair. Our membership and meeting attendance are set out below.
| Meetings | ||||
|---|---|---|---|---|
| Member | Eligible to attend | Attended | ||
| Phil Hodkinson (chairman)a | 4 | 3 | ||
| Sir Michael Rake | 4 | 4 | ||
| Rt Hon Patricia Hewittb | 3 | 3 | ||
| Tony Chanmugamc | 4 | 4 | ||
| Clare Chapmand | 4 | 4 |
a Phil +odkinson was appointed chairman from 24 March 2014. b
Patricia +ewitt retired as chair on 23 March 2014. c
Tony Chanmugam was appointed to the committee from 1 October 2013.
d Group People Director.
Further details about BT's Retirement beneƬt plans are included in note 19 to these accounts.
In addition to the work of the BT Pensions Committee, BT provides regular updates on BT's performance and strategy at BT Pension Scheme (BTPS) Trustee meetings and holds additional sessions with the Trustee Board.
<ou can Ƭnd details of the BT Pension Scheme at www.btps.co.uk
We met four times during the year. The chart below shows how we allocated our time.
The most signiƬcant workstream this year was our review of pension scheme risk management activities.
Our work fell into Ƭve main areas
We received updates on an exercise that commenced in the year giving pensioners the option to receive a higher pension now in exchange for lower future pension increases. We reviewed various risk management strategies in the year and, where appropriate, agreed proposals for risk reduction activities. We also undertook a review of our risk position, including considering the extent to which certain scheme risks (eg longevity) were naturally hedged by BT's business model.
We received reports on the approach being taken to meet our requirements under new auto enrolment legislation. In addition, we considered other legal, regulatory and policy developments such asthe European Commission's review of the current Pensions Directive, and dealt with various governance matters including trustee appointments.
We received regular reports on the performance of the BTPS, and held a joint meeting with the BTPS Trustee Board to discuss the BTPS performance and investment strategy.
We received regular reports on the administration of the BTPS during the year including day-to-day service delivery and progress of a number of signiƬcant projects carried out by the administrator.
We received reports from management and had discussions on the funding position and preparation for the 30 June 2014 triennial funding valuation.
Chairman of the BT Pensions Committee 7 May 2014
Our diverse membership brings a wide range of views to support our strategic priority to be a responsible and sustainable business leader.
I chair the Committee for Sustainable and Responsible Business (CSRB). Our membership and meeting attendance are set out below. Lord Michael Hastings stepped down after nine years of service and I would like to thank Michael for his signiƬcant contribution over this time.
| Meetings | |||
|---|---|---|---|
| Member | Eligible to attend | Attended | |
| Sir Michael Rake (chairman) | 2 | 2 | |
| Clare Chapmana | 2 | 1 | |
| Tony Chanmugamb | 1 | 0 | |
| Niall Dunnea | 2 | 2 | |
| Lord Michael Hastingsc,d | 1 | 1 | |
| Phil Hodkinson | 2 | 2 | |
| Baroness Margaret Jayc | 2 | 2 | |
| Dame Ellen MacArthurc | 2 | 1 | |
| Gavin Neathc | 2 | 2 | |
| Gavin Patterson | 2 | 2 | |
| Jasmine Whitbread | 2 | 2 |
a BT employee.
b Tony Chanmugam joined the committee on 10 December 2013. c
Independent member.
d /ord Michael +astings retired from the committee on 10 November 2013.
We met twice during the year and the chart opposite shows how we allocated our time to the diƪerent elements of the Better Future programme. This reƮects our focus on the three elements of Better Future and the supporting theme of employee volunteering.
We seek input from external stakeholders on the perception and progress of our Better Future programme. BT hosted a two-day Better Future Forum to speciƬcally communicate with our online stakeholders in July 2013. CSRB members attended the forum sessions and contributed to the debates.
<ou can Ƭnd information on Better Future within the Better Future 5eport at www.bt.combetterfuturereport
Being a responsible and sustainable business leader is a strategic priority for BT. This means more than just driving sustainable business practices in BT's own operations.
BT recognises the broader value it can deliver to society through its people and its technology. We annually approve its direct investment in responsible and sustainable business. For the year 2013/14, we approved an investment of 1% of adjusted proƬt before taxation, based on the 2012/13 group results. This investment is split between programmes we directly oversee and activities embedded in the lines of business.
BT Group's direct investment in sustainable and responsible business in 2013/14 was £27.2m (in time, cash and in-kind support). The investment is split between volunteering and in-kind activities by BT employees, which contributed 44%, and cash funding, which delivered 56%.
We have continued to develop the strategy and provide high-level guidance for the three elements of the Better Future programme Connected Society, Net Good and Improving Lives. Within the three elements, we have identiƬed the need to shape the portfolio of activities and focus on transformational projects that deliver in the communities where BT operates. BT is focusing its resources on a smaller number of projects that can deliver the greatest value, and moving away from supporting multiple projects in a less substantial way.
BT's employee volunteers underpin the three Better Future programme elements. BT beneƬts from the promotion of volunteering opportunities because this increases employee engagement with its culture and its values. Organisations supported by its volunteers beneƬt from access to skilled individuals at no cost to their organisation. An example is the BT Troubleshooter programme which can be found at www.bt.com/ troubleshooter
BT actively encourages its people to get involved in their communities and helps them by running a comprehensive set of volunteering programmes. In 2013/14, over 13,600 BT people volunteered more than 46,000 days, worth over £14m to those communities.
Volunteering is, of course, a discretionary activity and employees continue to volunteer individually as well as becoming involved with BT's wider activities. All BT people can volunteer for up to three days a year. We are proud of what they do these volunteers support more than 1,300 unique charities and community groups across the globe.
CSRB members also joined the many contributors at the 50th event of the BT Young Scientist and Technology Exhibition (BTYSE) in Dublin in January 2014. This exhibition promotes the study of science by school children across the island of Ireland. The BTYSE is organised and staƪed by BT volunteers and is a great example of how BT people make a positive impact in society.
Chairman of the Committee for Sustainable and Responsible Business 7 May 2014
I became the Chairman of the Remuneration Committee in March 2014 following the retirement of Patricia Hewitt. I would like to oƪer my thanks to Patricia for her leadership and contribution during the time she was chair of the committee.
As a committee, we consider that the basic remuneration principles remain appropriate and fundamentally Ƭt for purpose namely that base salaries are positioned below median against our comparator group, and a signiƬcant proportion of total remuneration is variable and performance related. We consider that this policy has helped drive the strong performance that the company has delivered in recent years.
Nevertheless, as part of our ongoing dialogue with shareholders, a regular feedback theme has been that we should review the balance between the short-term and long-term elements of remuneration. The committee considered this feedback and felt that the time was right to make a change as we shift our focus towards our goal of delivering sustainable, proƬtable revenue growth in addition to continuing our focus on cost transformation.
In this context, upon the appointment of Gavin Patterson as Chief Executive in September 2013, we took the opportunity to make a number of changes to the remuneration structure for the Chief Executive role. These changes resulted in a reduction in total remuneration for Gavin relative to his predecessor's arrangements, particularly at on-target performance, while signiƬcantly shifting the balance of opportunity from short-term to long-term achievement. To maintain alignment within our executive team, we have subsequently extended this re-balancing to the Group Finance Director's remuneration arrangements. The changes are also being cascaded further down the company, to ensure that remuneration arrangements for all senior executives are aligned to the same corporate goals.
In summary, the changes represent
We believe that these restructured packages will incentivise and reward our executive directors to deliver long-term, sustainable proƬtable revenue growth, in line with our business strategy and shareholder interests, without encouraging inappropriate risk-taking.
In considering the leaving terms for Ian Livingston, we took into account the unique circumstances of his departure. In particular, the committee noted that Ian was not pursuing another commercial opportunity and was taking a role in the national interest. Ian did not leave due to poor performance and, indeed, in reƮecting on Ian's Ƭve-year tenure as Chief Executive the committee recognised the transformation of the company under his leadership and the foundation that Ian provided for future growth.
As a result, the committee considered it appropriate for Ian's unvested deferred bonus shares, earned for performance over his tenure, to be released in full. In addition, given that Ian had been in role for the majority of the 2011 ISP award performance period, and taking into account the strong company and individual performance during this period, the committee determined that this award should be pro-rated for time and tested for performance upon his departure. All other ISP awards were lapsed in full, which at the date of lapse represented over £9m of potential value forfeited. More detail is set out on page 96.
The company delivered a strong Ƭnancial performance for the year. Adjusted earnings per share increased 7%, normalised free cash Ʈow was higher than our outlook for the year, and underlying revenue excluding transit grew by 0.5%. Although there was an improved trend on revenue growth, the ISP revenue target was not reached.
For annual bonus purposes, the company performed well against the Ƭnancial targets, although the customer service target was not met. As a result the annual bonus for the Chief Executive was 68% of maximum. In keeping with past practice, part of the annual bonus is deferred for three years and paid in shares.
Further information on annual bonus is set out on page 93
During the three-year performance cycle just ended for the ISP, shareholders have experienced a 139% Total Shareholder Return (TSR) and when combined with very positive cash Ʈow performance, the ISP 2011 vested at 78.7% of maximum, compared to 100% last year, reƮecting the level of stretch in the targets the committee set in 2011. More information on ISP vesting is set out on page 94.
Total remuneration for the year is summarised in the single Ƭgure table on page 93
Our employees are also sharing in BT's improved performance. Over 22,000 individuals who invested in our Ƭve-year SAYE plan, with an option price of 61p, are currently expected to make signiƬcant gains in the summer of 2014 when these options mature.
As outlined above, we have responded to feedback from our shareholders and re-balanced our remuneration framework to drive long-term, sustainable proƬtable revenue growth, in line with our business strategy and shareholder interests, whilst being mindful not to encourage inappropriate risk-taking. For 2014/15, executive directors' pay arrangements will be structured in line with this re-balanced framework.
We have made two further changes to increase the alignment of our pay framework with shareholders' interests
In terms of base salary, we aim to position executive directors below median against our comparator group. In recognition of the exceptional support and stability which Tony Chanmugam provided during the transition of the Chief Executive, the committee considered that an increase of Tony's salary to £600,000 during the year was appropriate (from £550,000). Subsequently, as part of our re-balancing of the remuneration framework, and within the context of the overall reduction in his target remuneration opportunity, the committee wished to recognise Tony's continued strong performance during the year and the stability which he brings to the company at this time. As such, Tony'ssalary will increase to £630,000 per annum, eƪective June 2014, which remains well below median when compared to similar rolesin comparable companies.
Gavin Patterson will receive a salary increase to £950,000 per annum (from £925,000), eƪective June 2014, an increase of 2.7%. This is within the mid-range of pay awards for our managerial and technical specialist population (around 23,000 people). Pay awards for the majority of this population are agreed through consultation and collective bargaining with the Prospect trade union.
The committee has continued to maintain the link between pay and performance and our policy report sets out our continuing philosophy for the next three years.
Chairman of the Remuneration Committee 7 May 2014
The following sets out the full review of directors' emoluments, including bonus and deferred bonus, and long-term incentive plans and pension arrangements.
Directors' emoluments for the Ƭnancial years 2013/14 and 2012/13 are set out in the table below. This information has been audited.
| Basic salary and fees (2013/14) £000 |
Basic salary and fees (2012/13) £000 |
BeneƬts excluding pensiona (2013/14) £000 |
BeneƬts excluding pensiona (2012/13) £000 |
Annual Bonusb (2013/14) £000 |
Annual Bonus (2012/13) £000 |
ISPc (2013/14) £000 |
ISPd (2012/13) £000 |
Pension allowance net of pension contributionse (2013/14) £000 |
Pension allowance net of pension contributionse (2012/13) £000 |
Total 2013/14 £000 |
Total 2012/13 £000 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sir Michael Rake | 650 | 650 | 30 | 21 | – | – | – | – | – | – | 680 | 671 |
| G Patterson | 772 | 570 | 43 | 29 | 1,302 | 956 | 1,945 | 2,575 | 188 | 171 | 4,250 | 4,301 |
| T Chanmugam | 573 | 535 | 32 | 25 | 1,202 | 954 | 1,826 | 2,446 | 172 | 161 | 3,805 | 4,121 |
| T Ball | 82 | 79 | – | – | – | – | – | – | – | – | 82 | 79 |
| P Hodkinson | 154 | 156 | – | – | – | – | – | – | – | – | 154 | 156 |
| K Richardsonf | 79 | 75 | 18 | 14 | – | – | – | – | – | – | 97 | 89 |
| N Rose | 112 | 105 | – | – | – | – | – | – | – | – | 112 | 105 |
| J Whitbread | 84 | 82 | – | – | – | – | – | – | – | – | 84 | 82 |
| W Eastg | 11 | 0 | – | – | – | – | – | – | – | – | 11 | – |
| Sub-total | 2,517 | 2,252 | 123 | 89 | 2,504 | 1,910 | 3,771 | 5,021 | 360 | 332 | 9,275 | 9,604 |
| Former directors | ||||||||||||
| I Livingstonh | 769i | 925 | 13 | 21 | 578 | 2,392 | 3,047 | 5,794 | 135 | 270 | 4,542 | 9,402 |
| P Hewittj | 160 | 160 | – | – | – | – | – | – | – | – | 160 | 160 |
| Total | 3,446 | 3,337 | 136 | 110 | 3,082 | 4,302 | 6,818 | 10,815 | 495 | 602 | 13,977 | 19,166 |
a BeneƬts include some or all of the following: company car or monthly cash allowance in lieu of a car or part of such allowance not used for a 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 Ƭnancial counselling. b
Annual bonus shown includes both the cash and deferred share element. The deferred element of bonus includes the value of deferred shares to be granted in June 2014. Further details of the
c 9alue shown represents the estimated value of ISP award, granted in June 2011 that are expected to vest in May 2014. The estimate is based on a three-month average share price from 1 February f Includes an additional fee for regular travel to Board and Board committee meetings. g
Warren East was appointed as a director on 1 February 2014. h
Ian /ivingston retired as a director on 10 September 2013. i In accordance with his contract, Ian /ivingston received a payment of £306,831 representing three months salary and beneƬts, which is included in this amount. Further details of remuneration payments to Ian /ivingston are set out on page 96. j
Patricia +ewitt retired as a director on 23 March 2014.
2014 to 30 April 2014 of £3.8751. Further details are provided on page 94.
deferred element are set out below.
Gavin Patterson's salary was reviewed in September 2013 when he took the role of Chief Executive. Gavin's salary was increased to £925,000 per annum, the same salary that Ian Livingston received for that role. This was in the context of an overall reduction in on-target remuneration, relative to Ian. The total reward positions Gavin in the lower half of the pay range of CEOs of companies of a similar si]e and complexity.
During the year, Tony Chanmugam's salary was increased to £600,000 per annum. The committee's remuneration principle is to position executive salaries at below median against our comparator group. During the transition of the Chief Executive, Tony provided exceptional support and stability to the company, and we considered that Tony s performance merited recognition. As such, given that Tony's salary had fallen signiƬcantly behind the market, the committee considered that the increase was appropriate, noting that the new salary was still below the mid-market position.
BeneƬts provided to executive directors and the Chairman include company car, fuel or driver, personal telecommunication facilities and home security, medical and dental cover for the directors and immediate family, special life cover, professional subscriptions, personal tax advice and Ƭnancial counselling.
Executive directors were eligible for an annual bonus based on corporate Ƭnancial performance targets customer service Environmental, Social and Governance (ESG) measures and individual targets. The customer service element of the annual bonus is paid only if a minimum adjusted EPS threshold is achieved. The annual bonus is paid in two elements, a cash element, and a deferred element awarded in shares.
Concurrent with Gavin Patterson's appointment to the role of Chief Executive, we changed the structure of the annual bonus element of the Chief Executive's remuneration, reducing the bonus opportunity at both target and maximum performance for short-term performance.
The Chief Executive's bonus opportunity reduced from 250% of salary at target to 120% of salary, and from 400% of salary at maximum to 240% of salary. Gavin Patterson's bonus in 2013/14 was pro-rated to reƮect his time in the Chief Executive role and his previous role as CEO, BT Retail. The bonus weightings for the two roles are described on page 94.
The long-term incentive element was increased at the same time as set out on page 91.
The bonus opportunity for the Group Finance Director (GFD) of 175% of salary at target and 262.5% of salary at maximum was unchanged in the year.
CEO, BT Retail
The table below provides an overview of performance against the targets for the 2013/14 annual bonus.
| Measure | Threshold | Target | Maximum Outcome | Result % of max |
|
|---|---|---|---|---|---|
| Adjusted EPS (p)a | 25.5 | 26.8 | 28.8 | 28.2 | 85% |
| Normalised free cash Ʈow £mb |
2,258 | 2,378 | 2,556 | 2,450 | 70% |
a Adjusted EPS is deƬned on page 61. b
Normalised free cash Ʈow is deƬned on page 61.
Strong progress was made during the year. Adjusted EPS increased 7% to 28.2p, and normalised free cash Ʈow was £150m above 2012/13.
We set high aspirations for our customer service performance and during the year made positive early progress towards those goals. However, due to a series of circumstances, and in particular, the unprecedented Ʈooding across the country and the pressure on our contact centres following the launch of BT Sport, we did not make the progress that we aspired to. As a consequence, the Chief Executive proposed to the committee that he forgo any bonus in relation to customer service performance. The committee welcomed this proposal and, accordingly, no bonus was paid to the Chief Executive in respect of customer service performance. Further information on customer service is set out on page 61.
The Chairman assessed the Chief Executive, and the Chief Executive assessed the Group Finance Director on ESG and personal contribution targets. Assessment is based on a number of factors including BT's regular employee surveys, organisational health, culture and performance against personal objectives. The Chief Executive achieved 60% of the maximum opportunity on his personal objective element and 75% of the maximum opportunity on the ESG measure. On the personal element, BT Consumer grew revenue 4% in 2013/14, the most in over ten years. BT Global
Services consolidated the position as a global leader for managed networked IT services, with an order intake of £6.9bn. The Chairman assessed the quality and delivery of our TV service and proposition.
In respect of assessment of the ESG element, BT achieved top quartile improvement in organisational health, with employee engagement, senior management perception, and other key indicators at their highest ever level across the company.
The Group Finance Director achieved 85% of the maximum opportunity on his personal objective outcome and 75% of the maximum opportunity on the ESG measure. On the personal element, the Group Finance Director delivered strong Ƭnancial performance, maintained focus on the BT Global Services business, managed our location and property strategy and disposed of the interest of Tech Mahindra.
For the ESG element, he has mentored a number of people within the group, exhibited strong values and commitment in the ESG area, and during the year he joined the CSRB reƮecting his personal commitment to sustainable and responsible business.
The trend in underlying revenue excluding transit was up 0.5% compared with the decline of 3.1% in the prior year. Further information on underlying revenue can be found on page 60. The revenue growth measure outcome was 95% of the maximum opportunity.
For both the Chief Executive and Group Finance Director, bonus is delivered in both cash and a deferred element awarded in shares. Once granted, deferred shares are not subject to any further performance conditions, and will normally be transferred to participants at the end of the three-year deferred period if the participant is still employed by the BT group.
Gavin Patterson's annual bonus, paid both in cash and in the award of deferred shares represented 168.6% of the pro-rata salary used to calculate his bonus (2012/13 167%) and 68.1% of the maximum bonus opportunity (2012/13 64%). 62.8% of the annual bonus was paid in cash and 37.2% will be granted in deferred shares in June 2014.
Tony Chanmugam's annual bonus, paid both in cash and in the award of deferred shares represented 209.1% of his pro-rata salary (2012/13 178%) and 79.7% of the maximum opportunity (2012/13 68%). 57.1% of the annual bonus was paid in cash and 42.9% will be granted in deferred shares in June 2014.
| Gavin | Tony | |
|---|---|---|
| Element of bonus | Patterson | Chanmugam |
| Adjusted EPS | 23.74% | 24.42% |
| Normalised free cash Ʈow | 19.69% | 20.25% |
| Revenue growth | 14.63% | 13.60% |
| Customer service | 0% | 7.20% |
| ESG | 20.19% | 16.18% |
| Personal contribution | 21.75% | 18.35% |
Ian Livingston received a pro-rated cash bonus reƮecting his service during the year. Further details of payments to Ian are set out on page 96.
The ISP 2011 is due to vest in May 2014. The performance conditions are based 40% on relative TSR, 40% on adjusted free cash Ʈow, and 20% on growth in underlying revenue (excluding transit) over a three-year performance period.
The TSR element is measured against a comparator group containing other telecommunications companies and companies which are of a similar si]e or market capitalisation and/or have a similar business mix and spread as BT or operate in comparable markets.
The TSR comparator group for the ISP 2011 comprised the following companies
| Accenture | Deutsche Telekom | Telecom Italia |
|---|---|---|
| AT & T | France Telecom | Telefónica |
| Belgacom | Hellenic Telecom | Telekom Austria |
| BSkyB | IBM | Telenor |
| BT Group | National Grid | TeliaSonera |
| Cable & Wireless | Portugal Telecom | Veri]on |
| Worldwide | Royal KPN | Virgin Media |
| Cap Gemini | Swisscom | Vodafone |
| Centrica | TalkTalk |
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 oƯcial closing price for a company's 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 eƪects of share price volatility. A positive change between the initial and Ƭnal values indicates growth in TSR.
The following graph shows the vesting schedule for the TSR element of the 2011 ISP awards.
The company's shares achieved a TSR performance of 139%. This was 2nd out of 25 companies during the three-year period and resulted in 40% (out of 40%) of the ISP award that related to the TSR element vesting.
When we set the performance measures for the ISP 2011, the threshold for three-year cumulative free cash Ʈow was £6.75bn, which had to be achieved before any shares would vest. A further performance range of £1bn was set above this to £7.75bn, which if achieved, would cause all of the shares under the cash Ʈow element of the award to vest. The upper part of the range was considered to be extremely stretching and was well above consensus market expectations at the time. We achieved a cumulative three-year adjusted free cash Ʈow outcome of £7.7bn which resulted in 38.7% (out of 40%) of the ISP award that related to the cash Ʈow element vesting.
A measure for sustainable revenue growth was added to the ISP to reƮect the Board's aim to drive proƬtable revenue growth. The measure was based on growth in underlying revenue excluding transit measured against the baseline of 2010/11, with the threshold set as growth of 2%. The challenging revenue environment, representing regulation and tough economic conditions, resulted in the threshold targets for revenue growth not being met. Accordingly this element did not vest.
The performance in the TSR and adjusted free cash Ʈow resulted in a 78.7% vesting of the ISP 2011. The number of shares due to vest under the ISP 2011, in May 2014, is set out below. An estimate of the cash value of the shares vesting is shown in the single Ƭgure table on page 93.
| Director Gavin Patterson |
free cash Ʈow element (£000) 957 |
Value of TSR element (£000) 988 |
Total value of ISP Vesting (£000)a 1,945 |
ISP Vesting (Shares) 502,047 |
|---|---|---|---|---|
| Tony Chanmugam | 898 | 928 | 1,826 | 471,217 |
a An estimate based on the three-month average share price from 1 February 2014 to 30 April 2014 of £3.8751.
Ian Livingston stepped down as Chief Executive in September 2013 to join the Government as Minister of State for Trade and Investment. In respect of the ISP 2011 awards, the committee considered that Ian had served for the majority of the performance period (1 April 2011 to 10 September 2013), during which the company had performed strongly and, accordingly, would exercise its discretion, and allow pro-rata vesting of the ISP 2011. Following the committee's review, 812,784 shares vested on 6 November 2013. Details of the committee s treatment of Ian Livingston s outstanding awards are set out on page 93.
The BT Pension Scheme (BTPS) closed to new entrants on 31 March 2001. None of the executive directors participate in future service accrual in the BTPS Tony Chanmugam has deferred beneƬts in the BTPS. Executive directors who have been members of the BTPS, and who retain deferred beneƬts in the BTPS, also beneƬt from a death in service lump sum of four times salary.
All new employees are eligible to join the deƬned contribution BT Retirement Saving Scheme (BTRSS). The BTRSS is a group personal pension plan. For executive directors, the company agrees to pay a Ƭxed percentage of the executive's salary each year which can be put towards the provision of retirement beneƬts. Executive directors who have never been members of the BTPS beneƬt from death in service cover that would provide a lump sum of four times salary and a dependant's pension of 30% of capped salary.
Sir Michael Rake is not a member of any of the company pension schemes, and the company made no payments towards retirement provision for him. BT provides him with a lump sum death in service beneƬt of £1m.
Gavin Patterson receives an annual allowance equal to 30% of salary in lieu of pension provision as set out in the table on page 93. Gavin has previously been a member of the BTRSS but neither he nor the company has made any contribution to the scheme during 2013/14. BT also provides death in service cover of a lump sum of four times his salary plus a widow's pension of 30% of his capped salary.
Tony Chanmugam is not a contributing member of any of the company pension schemes he did not accrue any BTPS pension over the Ƭnancial year and no other contributions were made. The company has agreed to pay him an annual amount equal to 30% of salary in lieu of pension provision as set out in the table on page 93. The BTPS deferred beneƬt is payable from his 60th birthday. BT provides death in service cover of a lump sum of four times his salary which would cease if his BTPS beneƬts were put into payment.
The ISP 2013 awards were made in June 2013 as set out below and on page 99. The awards to Gavin Patterson and Tony Chanmugam represented 200% of their salary, and the award for Ian Livingston represented 250% of his salary. An additional ISP award was made to Gavin Patterson in November 2013 following his appointment as Chief Executive to ensure that his overall ISP 2013 award reƮected his pro-rated salary and ISP opportunity over the full year across the two roles. The performance conditions for this award were the same as for the main ISP 2013 award.
| Director | Date of award | ISP award (shares) |
Face value of awarda |
|---|---|---|---|
| Gavin Patterson | 20 June 2013 12 November 2013 |
361,904 375,906 |
£1,139,998 £1,398,370 |
| Tony Chanmugam | 20 June 2013 | 339,682 | £1,069,998 |
| Ian Livingston | 20 June 2013 | 734,126 | £2,312,497 |
a Face value based on share price at the date of grant, being £3.15 for grants on 20 June 2013 and £3.72 for the grant on 12 November 2013.
Ian Livingston retired as a director on 10 September 2013 and his ISP 2013 award lapsed. Further details are set out opposite.
The performance conditions were based 40% on relative TSR, 40% on normalised free cash Ʈow, and 20% on growth in underlying revenue excluding transit over a three-year performance period from 1 April 2013 to 31 March 2016. The performance conditions are the same for each director. The target range for TSR the normalised free cash Ʈow element for the three-year performance period 2013/14 – 2015/16 and underlying revenue growth excluding transit is set out in the table below.
| 2015/16 | Threshold | vesting | Maximum | vestinga |
|---|---|---|---|---|
| Normalised free cash Ʈow |
£7.4bn | 25% | £8.4bn | 100% |
| Revenueb growth | 1% | 25% | 4% | 100% |
a 9esting levels between threshold and maximum will be on a straight line basis. b 8nderlying revenue excluding transit.
The committee believes that the free cash Ʈow and revenue performance measures are challenging, and the Ƭnancial performance necessary to achieve awards towards the upper end of the range for each target is stretching. Targets for threshold performance were established at above consensus market expectations at the time set.
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 oƯcial closing prices for a company's 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 eƪects of share price volatility. A positive change between the initial and Ƭnal values indicates growth in TSR.
The TSR comparator group for the ISP 2013 awards was the same for awards granted in June 2012 and June 2011 except for the removal of Cable & Wireless Worldwide which was acquired by Vodafone.
Where ISP awards vest, additional shares representing the value of reinvested dividends on the underlying shares are added.
A proportion of the 2012/13 annual bonus was awarded in deferred shares. The table below provides further details.
| Director | Date of award | DBP award (shares) |
Face value on awarda |
|
|---|---|---|---|---|
| Gavin Patterson | 20 June 2013 | 130,057 | £409,680 | |
| Tony Chanmugam | 20 June 2013 | 129,805 | £408,886 | |
| Ian Livingston | 20 June 2013 | 379,639 | £1,195,863 | |
| a |
Face value based on share price at the date of the award of £3.15.
The deferred shares are not subject to further performance conditions and normally vest in three years if the individual is still employed by the BT Group. Details of all interests in deferred shares is set out on page 98.
Sir Peter BonƬeld received, under pre-existing arrangements, a pension of £457,181 in 2013/14 (2012/13 £443,435).
Baroness Jay retired as a non-executive director on 13 January 2008 but continues as a member of the Committee for Sustainable and Responsible Business, for which she receives an annual fee of £10,000.
Ian Livingston stepped down as Chief Executive in September 2013 to join the Government as Minister of State for Trade and Investment. Before taking this new role, Ian was required by the Ministerial Code to cease all ties with BT, to "avoid any danger of an actual or perceived conƮict of interestq.
The committee therefore reviewed the awards granted to Ian under the Deferred Bonus Plan (DBP) and ISP. The circumstances of Ian's departure were unique he was not pursuing another commercial opportunity (the ministerial post is unremunerated), he was acting in the national interest and he was not leaving due to poor performance.
The committee reƮected on Ian's Ƭve year tenure as Chief Executive, the transformation of the company under his leadership, and the investment for the future that he led.
Given this strong performance, the committee considered it appropriate that the deferred bonus shares which he has earned over this period should be released to him. The committee therefore agreed that the deferred elements of Ian's bonuses over the past three years would vest in full upon cessation of his employment.
Ian's 2011 ISP award was based on a performance period of April 2011 to March 2014. Taking into consideration the strong company and individual performance during the performance period up to Ian's departure date, close to the end of the ISP 2011 performance period, his 2011 ISP award was pro-rated to the end of his service after assessing the extent to which the stretching performance conditions were met. In order to comply with the terms of the Ministerial Code, the shares vested on his last day ofservice, 10 September 2013. Accordingly, the committee applied a discount equivalent to 5% per annum, to reƮect the early vesting. The committee entered into an agreement with Ian Livingston, providing that if the committee later became aware of any facts which would have resulted in a lower level of vesting, that he would transfer to the company such shares (or cash equivalent) as the committee determines. The committee determined that Ian's 2012 and 2013 ISP awards should lapse in full. These forfeited awards could have represented over 2.4m shares, with a value of up to £9.1m at the date of lapse.
Ian received salary and contractual beneƬts in lieu of a three-month notice period in the amount of £306,831. This was less than that to which he was contractually entitled. He also received a part-year cash bonus for the period of his actual service during the year as shown in the table on page 93.
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.
To increase the alignment between shareholders and executive directors, the committee increased the share ownership required. The Chief Executive is required to build up a shareholding value equal to 300% of salary (up from 200%) and the Group Finance Director 150% of salary. They 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 contribution or income tax liability) or from purchases in the market.
| Executive Director | Personal shareholding as a percentage of salary |
|---|---|
| Gavin Patterson | 442% |
| Tony Chanmugam | 326% |
| Ian Livingstona | 855% |
a As at 10 September 2013.
The following table shows the total unvested interests held by the executive directors in the ISP and DBP. The numbers represent the maximum possible vesting levels. The ISP awards will only vest to the extent the performance conditions are met over a three-year period. Full details of all ISP and DBP awards, including performance periods and vesting conditions, are set out on pages 98 to 99.
| ISP (subject to performance) | DBP (not subject to performance) | |||
|---|---|---|---|---|
| 1 April 2013 | 31 March 2014 | 1 April 2013 31 March 2014 | ||
| Gavin Patterson | 2,047,918 | 1,990,379 | 807,212 | 647,163 |
| Tony Chanmugam | 1,931,779 | 1,512,207 | 771,761 | 626,283 |
| Ian Livingstona | 4,340,931 | 0 | 2,476,117 | 0 |
a Ian /ivingston retired on 10 September 2013. Details of Ian /ivingstonos ISP and DBP awards are set out on page 96.
The following table shows share options held by the directors. As at 31 March 2014 none of the directors held share options with performance conditions.
| 1 April 2013 |
Awarded during year |
Exercised during year |
Value at date of exercise |
31 March 2014 |
|
|---|---|---|---|---|---|
| Sir Michael Rake | 1,485 | – | – | – | 1,485 |
| Tony Chanmugam | – | 6,024 | – | – | 6,024 |
| Ian Livingstona | 769 | – | – | – | – |
a Ian /ivingston s interest lapsed on his departure on 10 September 2013.
The beneƬcial interests of directors holding oƯce at the end of the year, and their families, in the company's shares at 31 March 2014 and 1 April 2013, or at date of appointment if later, are shown below
| Number of shares | ||||
|---|---|---|---|---|
| BeneƬcial holdings | 2014 | 2013 | ||
| Sir Michael Rake | 130,156 | 129,418 | ||
| G Pattersona | 1,692,387 | 1,060,557 | ||
| T Chanmugama | 774,925 | 543,318 | ||
| I Livingstonb | 3,396,419 | 2,391,549 | ||
| T Ball | 22,561 | 21,950 | ||
| W Eastc | 2,480 | – | ||
| P Hewittd | 19,251 | 18,234 | ||
| P Hodkinson | 25,263 | 22,857 | ||
| N Rose | 50,000 | 50,000 | ||
| K Richardsone | 7,750 | 3,000 | ||
| J Whitbread | 6,790 | 5,190 | ||
| Total | 6,127,982 | 4,246,073 | ||
a Includes free shares awarded under directshare.
b Ian /ivingston retired on 10 September 2013 and reƮects his holding at that date. c
Warren East joined the Board on 1 February 2014.
d Patricia +ewitt retired on 23 March 2014 and reƮects her holding at that date. e Shares are held as 775 American Depositary Shares ADS). One ADS eTuates to 10 BT Group plc ordinary shares.
The company also encourages the Chairman and non-executive directorsto purchase, on a voluntary basis, BT shares with an aggregate value of £5,000 on average each year to further align the interests of non-executive directors with those of the shareholders. The directors are asked to hold these shares until they retire from the Board. This policy is not mandatory.
The following DBP 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.
| 01/04/2013 | Awardeda | Dividends re-invested |
Vested | Lapsed | Total number of award shares 31/03/2014 |
Vesting date | Price at grant |
Market price at vesting |
Monetary value of vested award £000 |
|
|---|---|---|---|---|---|---|---|---|---|---|
| G Patterson | ||||||||||
| DBP 2010 | 307,888 | – | – | 307,888 | – | – | 1/8/2013 | 134.26p | 336.5p | 1,036 |
| DBP 2011 | 263,531 | – | 7,446 | – | – | 270,977 | 1/8/2014 | 198.83p | – | – |
| DBP 2012 | 235,793 | – | 6,662 | – | – | 242,455 | 1/8/2015 | 202.26p | – | – |
| DBP 2013 | – | 130,057 | 3,674 | – | – | 133,731 | 1/8/2016 | 315.00p | – | – |
| T Chanmugam | { | { | { | { | { | { | { | |||
| DBP 2010 | 292,493 | – | – | 292,493 | – | – | 1/8/2013 | 134.26p | 336.5p | 984 |
| DBP 2011 | 246,635 | – | 6,969 | – | – | 253,604 | 1/8/2014 | 198.83p | – | – |
| DBP 2012 | 232,633 | – | 6,574 | – | – | 239,207 | 1/8/2015 | 202.26p | – | – |
| DBP 2013 | – | 129,805 | 3,667 | – | – | 133,472 | 1/8/2016 | 315.00p | – | – |
| Former director | ||||||||||
| I Livingstonb | ||||||||||
| DBP 2010 | 1,016,608 | – | – | 1,016,608 | – | – | 1/8/2013 | 134.26p | 336.5p | 3,421 |
| DBP 2011 | 770,089 | – | 14,800 | 784,889 | – | – | 6/11/2013 | 198.83p | 374.9p | 2,943 |
| DBP 2012 | 689,420 | – | 13,250 | 702,670 | – | – | 6/11/2013 | 202.26p | 374.9p | 2,634 |
| DBP 2013 | – | 379,639 | 7,296 | 386,935 | – | – | 6/11/2013 | 315.00p | 374.9p | 1,451 |
a Awards granted on 20 June 2013. 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, being £3.15. Awards of deferred shares in respect of 2014 will be calculated using the average middle market price of a BT share for the three days prior to grant.
b Ian /ivingston retired from the Board on 10 September 2013. The awards vested as set out on page 96.
Details of the company's ordinary shares provisionally awarded to directors, as participants under the ISP are as follows
| Total number of |
Market | Monetary value of vested |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 01/04/2013 | Awarded | Dividends re-invested |
Vested | Lapsed | award shares 31/03/2014 |
Performance period end |
Price on grant |
price at vesting |
award £000 |
|
| G Patterson | ||||||||||
| ISP 2010a | 842,960 | – | 842,960 | – | – | 31/3/2013 | 134.26p | 305.5p | 2,575 | |
| ISP 2011b | 620,315 | – | 17,530 | – | – | 637,845 | 31/3/2014 | 198.83p | 387.5p | 1,945 |
| ISP 2012c | 584,643 | – | 16,521 | – | – | 601,164 | 31/3/2015 | 202.26p | – | – |
| ISP 2013d | – | 361,904 | 10,226 | – | – | 372,130 | 31/3/2016 | 315.00p | – | – |
| ISP 2013e | – | 375,906 | 3,334 | – | – | 379,240 | 31/3/2016 | 372.00p | – | – |
| T Chanmugam | ||||||||||
| ISP 2010a | 800,811 | – | 800,811 | – | – | 31/3/2013 | 134.26p | 305.5p | 2,446 | |
| ISP 2011b | 582,224 | – | 16,452 | – | – | 598,676 | 31/3/2014 | 198.83p | 387.5p | 1,826 |
| ISP 2012c | 548,744 | – | 15,507 | – | – | 564,251 | 31/3/2015 | 202.26p | – | – |
| ISP 2013d | – | 339,682 | 9,598 | – | – | 349,280 | 31/3/2016 | 315.00p | – | – |
| Former director | ||||||||||
| I Livingstonf | ||||||||||
| ISP 2010a | 1,896,661 | – | 1,896,661 | – | – | 31/3/2013 | 134.26p | 305.5p | 5,794 | |
| ISP 2011b | 1,258,315 | – | 24,184 | 812,784 | 469,715 | – | 31/3/2014 | 198.83p | 374.9p | 3,047 |
| ISP 2012c | 1,185,955 | – | 22,793 | – | 1,208,748 | – | 31/3/2015 | 202.26p | – | – |
| ISP 2013d | – | 734,126 | 14,109 | – | 748,235 | – | 31/3/2016 | 315.00p | – | – |
| a | c |
a 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 grant of 134.26p. 50% of each award of shares is linked to TS5 compared with a group of 25 companies and 50% is linked
to a three-year cumultative free cash Ʈow measure. Awards vested in full on 13 May 2013. b Awards granted on 27 June 2011. 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 grant of 198.83p. 40% of each award is linked to TS5 compared with a group of 25 companies, 40% is linked to a threeyear adjusted cumulative free cash Ʈow measure and 20% to a measure of growth in underlying revenue excluding transit) over three years. The market price at vesting is an estimate of the value using a three-month average share price from 1 February 2014 to 30 April 2014 of £3.8751. The award will vest at 78.7% of the total number of award shares in May 2014. The award vested for Ian /ivingston on 6 November 2013 at 374.9p, as set out on pages 94 and 96.
Awards granted on 20 June 2012. 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 grant of 202.26p. 40% of each award is linked to TS5 compared with a group of 25 companies, 40% is linked to a threeyear normalised free cash Ʈow measure and 20% to a measure of growth in underlying revenue excluding transit) over three years. d
Awards granted on 20 June 2013. 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 grant of 315.00p. 40% of each award is linked to TS5 compared with a group of 24 companies, 40% is linked to a threeyear normalised free cash Ʈow measure and 20% to a measure of growth in underlying revenue excluding transit) over three years. e
Award granted on 12 November 2013 following appointment as Chief Executive. 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 grant of 372.00p. 40% of each award is linked to TS5 compared with a group of 24 companies, 40% is linked to a three-year normalised free cash Ʈow measure and 20% to a
measure of growth in underlying revenue excluding transit) over three years. f Ian /ivingston retired from the Board on 10 September 2013 and details of the ISP 2011 award vesting and the ISP 2012 and ISP 2013 awards lapsing are set out on page 96.
| Number of shares under option | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 01/4/2013 | Granted | Lapsed | Exercised | 31/03/2014 | Option price per share |
Market price at date of exercise |
Usual date from which exercisable |
Usual expiry date |
|
| Sir Michael Rake | 1,485 a | – | – | – | 1,485 | 104p | – | 1/8/2016 | 1/2/2017 |
| Gavin Patterson | 98,178 b | – | – | 98,178 c | – | 192p | 335p | 24/6/2007 24/6/2014 | |
| Tony Chanmugam | 37,384 b | – | – | 37,384 e | – | 192p | 395p | 24/6/2007 24/6/2014 | |
| – | 6,024d | – | – | 6,024 | 249p | 1/8/2018 | 1/2/2019 | ||
| Total | 137,047 | 6,024 | – | 135,562 | 7,509 | ||||
| Former director | |||||||||
| Ian Livingston | 769f | – | 769 | – | – | 104p | – | 1/8/2016 | 1/2/2017 |
All of the above options were granted for nil consideration.
a Options granted on 17 June 2010 under the employee saveshare scheme, in which all employees of the company are entitled to participate.
c Options exercised on 26 July 2013. Shares were retained after exercise of options.
d Options granted on 27 June 2013 under the employee saveshare scheme, in which all employees of the company are entitled to participate.
e Options exercised on 14 March 2014. Shares were retained after exercise of options.
f Options granted on 17 June 2010 under the employee saveshare scheme, in which all employees of the company are entitled to participate.
b Options granted under the Global Share Option Plan GSOP) on 24 June 2004. The exercise of options was subject to a performance measure being met. The performance measure was relative TS5 compared with a group of 20 companies from the European Telecom Sector as at 1 April 2004. BTos TS5 had to be in the upper Tuartile 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 the options lapsed and 58% of each option became exercisable on 24 June 2007.
| Total number | |
|---|---|
| of shares at | |
| 31 March 2014 | |
| Gavin Patterson | 247 |
| Tony Chanmugam | 679 |
During the year, no awards were made under the ESIP.
All UK employees may participate in the ESIP. The awards are not subject to any performance conditions.
This ends the audited section of the report.
This graph illustrates the performance of BT Group plc measured by TSR relative to a broad equity market index over the past Ƭve years. We consider the FTSE100 to be the most appropriate index against which to measure performance, as BT has been a constituent of the FTSE100 throughout the Ƭve-year period, and the index is widely used. TSR is the measure of the returns that a company has provided for its shareholders, reƮecting share price movements and assuming reinvestment of dividends.
BT FTSE100
Source: Datastream
The graph shows the relative TSR performance
of BT and the FTSE100 over the past Ƭve years.
| Year end | Chief Executive | Total Rem £000 |
Annual bonus (of max) |
ISP vesting (of max) |
|---|---|---|---|---|
| 2014a | Gavin Patterson | £2,901 | 62% | 78.7% |
| Ian Livingston | £4,236 | 35% | 63.4% | |
| 2013 | Ian Livingston | £9,402 | 65% | 100% |
| 2012 | Ian Livingston | £8,520 | 73% | 100% |
| 2011 | Ian Livingston | £4,009 | 79% | 0% |
| 2010 | Ian Livingston | £3,556 | 71% | 0% |
a Ian /ivingston stepped down on 10 September 2013 and Gavin Patterson took over from that date.
The table below illustrates the increase in salary, beneƬts and annual bonus for the Chief Executive and that of a representative group of the company's employees.
For these purposes, we have used the UK management and technical employee population representing around 23,000 people because they also participate in performance related pay arrangements on a similar basis as executive directors.
| Salary | BeneƬtsb | Bonusc | |
|---|---|---|---|
| % Change in Chief Executive remunerationa | 0% | 31% | –9% |
| % Change in comparator groupd | 3.1% | 0% | 29.7% |
a Represents the change for the role of Chief Executive during the period. Ian /ivingston was Chief Executive until 10 September 2013 when he stepped down and Gavin Patterson was appointed. The Chief Executive package at on target remuneration was reduced by around 20% on change of incumbent representing around £0.8m.
b The increase in beneƬts for the Chief Executive was £8,704. c
The bonus comparator is based on cash bonus only to give a better like for like comparison. A combination of cash and deferred bonus would indicate a reduction of 43%.
d Comparator group is the 8. management and technical employee population representing around 23,000 individuals.
The table below illustrates the change in total remuneration and dividends and share buy-back paid.
| Area | 2013/14 (£m) | 2012/13 (£m) | % Change |
|---|---|---|---|
| Remuneration paid to all employees |
4,703 | 4,785 | -1.7 |
| Dividends/share buybacks | 1,083 | 986 | 9.8 |
The committee continues to position salaries towards the lower end of market practice for our comparator companies. Comparator company information is provided by Deloitte, independent advisor to the committee, and consists of companies of a similar si]e or market capitalisation and/or have a similar business mix and spread as BT or operate in comparable markets.
Gavin Patterson will receive a salary increase to £950,000 per annum eƪective June 2014, an increase of 2.7%, in line with the mid-range of pay awards for our managerial and technical specialist population.
The committee has re-balanced the remuneration package for Tony Chanmugam, reducing annual bonus opportunity, while placing more emphasis on long-term reward via the ISP. As part of the re-balancing, and following the 2014/15 salary review, Tony's salary will increase to £630,000 per annum eƪective June 2014, representing an increase of 5%, which reƮects his continued strong performance, and importance to the company given the new Chief Executive. Tony s salary remains positioned below mid-market, in line with our policy.
The committee intends to set beneƬts in line with the policy set out on page 104. There are no changes proposed to the beneƬt framework for 2014/15.
Current levels of pension provision for 2014/15 are the same as for 2013/14. Executive directors receive an annual amount equal to 30% of salary in lieu of pension provision.
The committee reviewed the bonus opportunity for the Group Finance Director in light of the changes for the Chief Executive. For 2014/15, the bonus structure for the Group Finance Director was adjusted to bring his remuneration framework into line with the Chief Executive.
The level of bonus opportunity for the Chief Executive and Group Finance Director is set out in the table below.
| Chief Executive | Group Finance Director | |
|---|---|---|
| Annual cash bonus | Target 80% of salary | Target 70% of salary |
| Maximum 160% of salary Maximum 140% of salary | ||
| Deferred bonus in shares | Target 40% of salary | Target 35% of salary |
| Maximum 80% of salary | Maximum 70% of salary | |
| Total bonus | Target 120% of salary | Target 105% of salary |
| Maximum 240% of salary Maximum 210% of salary |
The 2014/15 annual bonus structure and weighting is set out below.
The three Ƭnancial targets for the annual bonus adjusted earnings per share normalised free cash Ʈow and revenue growth have a direct impact on shareholder value. Customer service (measured through our Right First Time (RFT) and customer advocacy metric) is vital to the company's long-term health and growth. All four of these measures are KPIs for BT and are deƬned on pages 60 and 61.
Revenue growth was introduced to the short-term bonus structure for the Ƭrst time in 2013/14 to reƮect our aim to drive sustainable proƬtable revenue growth and increase alignment between the annual bonus and long-term elements of remuneration.
We do not publish details of the adjusted EPS, normalised free cash Ʈow and revenue growth bonus thresholds in advance since these are commercially conƬdential. We will publish achievement against these targets at the same time as we disclose bonus payments in the Annual Report 2015 so that shareholders can evaluate performance against those targets.
The purposeful company measure is aligned to our strategy and is assessed by the Chief Executive for the Group Finance Director and each senior executive, and by the Chairman for the Chief Executive. Assessment is based upon BT's regular employee survey as well as health and safety and sustainability measures and replaces the previous ESG measure.
Performance against personal contribution and purposeful company measures is assessed individually.
As noted on page 91 the remuneration structure for both the Chief Executive and Group Finance Director has been rebalanced, with a reduction in annual bonus opportunity, and a shift of emphasis to the long-term. Accordingly the ISP 2014 award for the Chief Executive will be 400% of salary and 280% of salary for the Group Finance Director. The awards are expected to be made in June 2014. The number of shares awarded is calculated using the average middle market price of a BT share for the three days prior to the grant. The ISP 2014 awards will be subject to a holding period of two years, commencing from the end of the three-year performance period. The holding period will apply to the number of shares received on vesting after tax and other statutory deductions. No further performance measures will apply during the holding period as performance will have already been assessed.
The performance conditions will be the same as for the ISP 2013, 40% based on relative TSR, 40% on normalised free cash Ʈow, and 20% growth in underlying revenue excluding transit revenue over a threeyear performance period.
The TSR comparator group is the same as for the ISP 2013 except for the removal of Virgin Media who were acquired by Liberty Global. Cable & Wireless Worldwide was removed from the TSR comparator group in 2012/13 and these represent the only changes from the comparator group on page 95.
For the ISP awards to be made in June 2014, 40% of the potential outcome is based on relative TSR. The following graph shows the potential vesting of awards based on the TSR element.
| Measure 2014/15–2016/17 |
Threshold | Level of vesting |
Maximum | Level of vestinga |
|
|---|---|---|---|---|---|
| Normalised free cash Ʈowb |
£8.15bn | 25% | £9.15bn | 100% | |
| Revenue growthc | 3.5% | 25% | 6% | 100% |
a 9esting level between threshold and maximum will be on a straight line basis. b
Normalised free cash Ʈow is deƬned on page 61. c
Growth in underlying revenue excluding transit is deƬned on page 60.
The committee continues to believe that the free cash Ʈow and revenue performance measures are challenging, and the Ƭnancial performance necessary to achieve awards towards each target is stretching. Targets for threshold performance are established at above consensus market expectations at the time set.
The fees for non-executive directors, and the fees for the Chairman, were reviewed during the year. The last review of non-executive director fees was in January 2011. The Chairman and executive directors conducted the review, and considered the role and requirements of BT, together with the fees paid to non-executive directors at companies of a similar si]e and complexity. Company comparator information was provided by Deloitte, independent advisors to the committee, using the same comparator group of companies as for executive remuneration. Following the review, the basic fee for a non-executive director was increased to £67,500 per year from 1 January 2014 (from £62,000). The Chairman's fee was reviewed by the committee (of which he is not a member). His fee did not increase after this review and is £650,000 per year (2012/13 £650,000).
Additional fees are paid for membership and chairing a Board committee, details of which are given in the table below
| Committee | Member fee | Committee Chair fee |
|---|---|---|
| Audit & Risk | £17,500 | £30,000 |
| Remuneration | £12,500 | £25,000 |
| Nominating & Governance | £7,500 | n/aa |
| BT Pensions | £7,500 | £15,000 |
| CSRBb | £5,000 | n/aa |
| Equality of Access Board | n/a | £72,500 |
a Where the Chairman acts as Chair of a Board committee, no additional committee chair fee is payable.
b External members of the CSRB receive a fee of £10,000 per annum.
The Senior Independent Director receives an additional fee of £27,000 for that position.
An additional fee of £2,000 per trip is paid to those non-executive directors travelling from overseas on an inter-continental basis to Board and Board committee meetings.
This section describes the membership and role of the committee.
Tony Ball chairs the Remuneration Committee, made up of independent non-executive directors, which met eight times during the year. Our membership and meeting attendance are set out below.
| Meetings | ||||
|---|---|---|---|---|
| Member | Eligible to attend | Attended | ||
| Tony Ball (Chairman)a | 8 | 7 | ||
| Rt Hon Patricia Hewittb | 8 | 8 | ||
| Nick Rose | 8 | 8 |
a Tony Ball became chairman on 24 March 2014.
b Patricia +ewitt retired from the Board on 23 March 2014.
Karen Richardson joined the committee on 1 May 2014.
In addition to the committee members, the Chairman and Chief Executive are invited to attend meetings, except in instances where their own remuneration is discussed, or other circumstances where their attendance would not be appropriate.
The committee regularly consults the Chief Executive, the Group People Director, the HR Director, Reward and Pensions, and the Group General Counsel and Company Secretary.
During the year, the committee received independent advice on executive remuneration matters from Deloitte. Deloitte received £138,000 in fees for these services. The fees are charged on a time spent basis in delivering advice that materially assisted the committee in their consideration of matters relating to executive remuneration.
Deloitte is a founder member of the Remuneration Consultants Group and as such, voluntarily operates under the code of conduct in relation to executive remuneration consulting in the UK.
The committee appointed Deloitte to the role of independent advisors to the committee in 2012 following a competitive tender exercise conducted by the committee.
The committee is comfortable that the Deloitte engagement partner and team, which provide remuneration advice to the committee, do not have connections with BT Group plc that may impair their independence or objectivity. In addition, during 2013/14, Deloitte also provided the company with advice on corporate and indirect taxes, assistance with regulatory, risk and compliance issues and additional consultancy services.
The committee believes that there are signiƬcant beneƬts, to both the company and the individual, from executive directors accepting nonexecutive 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.
Gavin Patterson is a non-executive director of British Airways for which he receives an annual fee of £50,000 and the beneƬt of free BA Ʈights.
Ian Livingston received an annual fee of £25,000 as a non-executive director of Celtic and an additional annual fee of £5,000 for chairing their audit committee.
The votes cast in respect of the Directors' Remuneration Report at the Annual General Meeting held on 17 July 2013 were
| Votes cast in favour | % | Votes cast against | % |
|---|---|---|---|
| 4,817,861,382 | 97.78% | 109,334,198 | 2.22% |
118,310,679 votes were withheld. A vote withheld is not counted when calculating voting outcomes.
The committee reviews its performance with Board members and other participants, including through the annual Board evaluation. During the year the triennial external evaluation of the Board began, including the Remuneration Committee, more information is provided on page 82.
Our remuneration principles are to maintain a competitive remuneration package that will attract, retain and motivate a high quality top team, avoid excessive or inappropriate risk taking and align their interests with those of shareholders.
We believe in pay for performance against challenging targets and stretching goals for the annual bonus (including deferred shares) and long-term incentive shares. Our approach is to set base salaries below the median for our comparator group. A signiƬcant proportion of the total remuneration package is therefore variable and linked to corporate performance.
The committee determines the remuneration policy for the executive directors and the Chairman. The Chairman is not a member of the committee.
The committee reviews the performance targets regularly to ensure that they are both challenging and closely linked to the group's strategic priorities. Furthermore, because a large part of the remuneration package is delivered in shares and senior executives are required to build up a signiƬcant shareholding themselves, they are directly exposed to the same gains or losses as all other shareholders.
Targets for performance are established at above consensus market expectation at the time they are set.
In setting directors' remuneration, the committee takes account of the remuneration of other companies of similar si]e and complexity, using a comparator group deƬned with the assistance of our independent remuneration consultants Deloitte. The committee also takes into account the pay and employment conditions of all our employees.
The committee continues to keep under review the relationship of risk to remuneration. The Chair of the Audit & Risk Committee is a member of the Remuneration Committee. The Audit & Risk Committee and Nominating & Governance Committee held a joint session during the year to cover areas of common interest to both committees.
The committee is also satisƬed 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 assessment of each senior executive's personal contribution to the purposeful company measures, including results of the regular employee surveys and health and safety outcomes. Adherence to these measures is a basic criterion expected of all executives.
The committee retains absolute discretion to reduce variable compensation in light of risk and the group's overall performance. We would only use this in exceptional circumstances.
The following pages set out our Directors' remuneration policy (the Policy ) which will be put forward for shareholder approval at the 2014 AGM on 16 July 2014 in accordance with section 439A of the Companies Act 2006. The Policy will apply to any remuneration payments or payments for loss of oƯce made on or after the AGM. The Policy is divided into separate sections for the executive directors and the Chairman and the non-executive directors.
The committee may make remuneration payments and payments for loss of oƯce outside of the Policy below, where the terms of the payment were agreed before the Policy came into eƪect, or at a time when the relevant individual was not an executive director of the company (provided that, in the opinion of the committee, the payment was not in consideration for the individual becoming an executive director of the company). This includes the exercise of any discretion available to the committee in connection with such payments. Any legacy payments will be disclosed in the Annual Remuneration Report for the relevant year.
The committee may make minor amendments to the arrangements for the directors as described in the Policy, for regulatory, exchange control, tax or administrative purposes, or to take account of a change in legislation.
| Policy Element | Operation and Opportunity | Performance measures or basis of payment | ||
|---|---|---|---|---|
| Base salary Purpose – a core element of |
Salaries for the executive directors and the Chairman are reviewed annually, although an out-of-cycle review may be conducted if the committee determines it appropriate. A review may not necessarily |
Whilst there is no maximum salary level, any increase will typically be broadly in line with BT s UK employee population. |
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| remuneration, used to attract and retain executive directors |
lead to an increase in salary. Salaries are paid monthly in cash. The pay and conditions for all UK employees are considered when |
For the executive directors, higher increases may be made under certain circumstances, such as |
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| of the calibre required to develop and deliver our business strategy. |
setting salaries for executive directors and the Chairman. | r increase in the scope and/or responsibility of the individual's role r development of the individual within their role and r where an executive director has been appointed to the Board at a lower than typical level of salary, for example to reƮect less experience, larger increases may be awarded to move them closer to market practice as their experience develops. |
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| Individual and business performance are taken into account in deciding salary levels. |
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| BeneƬts Purpose – to support health and wellbeing and provide employees with a market competitive level of beneƬts. |
Executive directors and the Chairman receive beneƬts which typically include (but are not limited to) company car (or monthly allowance in lieu of a car or part of such allowance not used for a car), fuel and/ or driver, personal telecommunication facilities and home security, medical and dental cover for the directors and their immediate family, special life cover, professional subscriptions, personal tax advice and Ƭnancial counselling up to a maximum of £5,000 (excluding VAT) a year. Where executive directors are required to relocate, the committee may oƪer additional expatriate beneƬts, if considered appropriate. The company purchases directors' and oƯcers' liability insurance to cover the directors, and has in place a directors' and oƯcers' indemnity. The insurance operates to protect the directors in |
While no maximum level of beneƬts is prescribed, they are generally set at an appropriate market competitive level determined by the committee, taking into account a number of factors including r the jurisdiction in which the employee is based r the level of beneƬts provided for other employees within the group and r market practice for comparable roles within appropriate pay comparators in that jurisdiction. The committee keeps the beneƬt policy and beneƬt levels under regular review. |
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| circumstances where, by law, BT cannot provide the indemnity. Further details of the directors' and oƯcers' liability insurance and indemnity are set out on page 112. |
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| Annual bonus Purpose – to incentivise and reward delivery of |
Executive directors are eligible for an annual bonus. The Chairman is not eligible for an annual bonus. Awards are based on performance in the relevant Ƭnancial year. The annual bonus is paid in two elements, a cash element, and a deferred element awarded in shares. Annual |
The committee seeks to eƪectively reward performance against the key elements of our strategy. Measures used typically include, but are not limited to |
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| our business plan on an annual basis. |
bonus amounts are not pensionable. The committee sets annual bonus performance targets each year, taking into account key strategic priorities and the approved budget for the year. The committee ensures that targets set are appropriately stretching |
r Ƭnancial performance measures – these are chosen carefully to ensure alignment between reward and underlying Ƭnancial performance. As an example, such measures may include free cash Ʈow and earnings pershare{and |
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| in the context of the corporate plan and that there is an appropriate balance between incentivising executive directors to meet targets, while ensuring that that they do not drive unacceptable levels of risk or drive inappropriate behaviours. |
r non-Ƭnancial performance measures – these reƮect key company, strategic and individual goals. For example, such measures may include customer service, purposeful company and personal objectives. |
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| At least one-third of the annual bonus will be granted in the form of deferred shares to strengthen further the alignment of management interests with the long-term interests of shareholders. The deferred element in shares must be held for a deferral period which will not |
In terms of weighting, non-Ƭnancial measures will typically account for no more than 50% of the total annual bonus. |
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| be less than three years. Additional shares may be accrued in lieu of dividends and awarded on any shares which vest. If following the grant of an award, facts subsequently become known to the committee which would justify a reduction in the award, the committee may reduce the number of deferred shares, including to nil. Further information on the malus provisions are set out on page 109. |
A sliding scale between 0% and 100% of the maximum award applies for achievement between threshold and maximum performance under the bonus plan. |
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| The maximum annual bonus opportunity is 240% of base salary. |
| Incentive Share Plan (ISP) Purpose – to incentivise executive directors over the longer-term, by rewarding delivery of stretching targets linked to our strategy and long term value creation. |
Executive directors are eligible to participate in the ISP. The Chairman is not eligible to participate. The ISP forms the long-term variable element of executive remuneration. Awards are discretionary and normally vest subject to performance measured over a three-year period. Under the terms of the plan rules the current ISP has no maximum award level. The committee have determined that it will impose limits for executive directors to apply to future awards. The maximum normal ISP award that may be awarded to an executive director in respect of any Ƭnancial year of the company will be 400% of basic salary. In exceptional circumstances, for example recruitment, this limit may be increased to 500% of basic salary. The proposed award levels for 2014/15 are set out on page 101. Where shares vest, additional shares representing the value of reinvested dividends are added. In respect of ISP awards made to executive directors in June 2014 and future years, there will be a further holding period of two years, commencing from the end of the three-year performance period applicable to the net number of shares received after tax and other statutory deductions. During the holding period, no further performance measures will apply as performance will already have been assessed. If following the grant of an award, facts subsequently become known to the committee which would justify a reduction in the award, the committee may reduce the number of shares, including to nil. Further information on the malus provisions are set out on page 109. |
The committee aligns the performance measures under the ISP with the long-term strategy of the company and considers that strong performance under the chosen measures should result in sustainable value creation r Ƭnancial measures – to reƮect the Ƭnancial performance of our business and a direct and focused measure of company success and for example may include free cash Ʈow and revenue measures. We set targets to be appropriately stretching, with regard to a number of internal and external reference points including our business plan and consensus market expectations and r share price performance measures, to reƮect the ultimate delivery of shareholder returns which may, for example, include TSR. This promotes alignment between executive director reward and shareholder value creation. Targets are set with reference to wider market practice and positioned at a level which we consider represents stretching performance. Targets will be measured against a comparator group containing other telecommunication companies and/or companies which are either similar in si]e or market capitalisation and/or have a similar business mix and spread as BT or operate in comparable markets. In terms of weighting, share price performance measures will typically account for no more than 50% of the total award. Under each performance measure, performance below threshold levels would result in nil vesting for that element. For threshold levels of performance, no more than 25% of the maximum for that element would typically vest, rising to 100% for maximum performance. If an event or transaction occurs which causes the committee to conclude a target is no longer appropriate, the committee can amend that target in a manner which is reasonable in the circumstances provided that the new target produces a fairer measure of performance and is not materially less diƯcult to satisfy. |
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|---|---|---|---|
| Pension Purpose – to attract and retain executive directors of the right calibre by providing market competitive post-retirement income. |
Executive directors currently receive a cash allowance in lieu of pension. The committee may determine that alternative pension provisions will operate for new appointments to the Board. When determining pension arrangements for new appointments, the committee will give regard to r the cost of the arrangements r pension arrangements received elsewhere in the group and r relevant market practice. The Chairman does not receive a pension beneƬt or payment in lieu of such beneƬt, but does receive a lump sum death in service beneƬt of £1m. |
For executive directors, the maximum cash allowance (or equivalent contribution to an executive director's pension) may not exceed 30% of salary. Executive directors who are not members of the BT Pension Scheme beneƬt from a death in service cover of a lump sum of 4x salary and a dependant's pension of 30% of capped salary. |
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| Save As You Earn Scheme (saveshare) Purpose – to encourage employee share ownership. |
Executive directors and the Chairman may participate in the saveshare (HMRC approved savings related share option plan) on the same basis as other eligible employees. |
All participants may invest up to the limits operated by the company at the time. There are no performance measures attached to these awards. |
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| ESIP (directshare) Purpose – to encourage employee share ownership. |
Executive directors and the Chairman may participate in the Directshare (HMRC approved purchase of shares from gross salary) on the same basis as other eligible employees. |
All participants may invest up to the limits operated by the company at the time. There are no performance measures attached to these awards. |
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Notes to the policy table
For further information on the performance measures applicable to the annual bonus and ISP see page 101.
No performance measures are applicable to salary, beneƬts, pension, BT saveshare and BT directshare in line with market practice.
employees who carry out diverse jobs across a number of countries
Our recruitment policy is based on a number of key principles
The maximum level of variable pay (excluding buyouts for which see below) which may be awarded in respect of a recruitment event (internal or external), will not exceed 740% of base salary, representing the current maximum award under the annual bonus and ISP.
In addition, to facilitate recruitment, the committee may make a one-oƪ award to buy-out variable incentives which the individual would forfeit at their current employer. The committee will give consideration to any relevant factors, typically including the form of the award (e.g. cash or shares), the proportion of the performance/vesting period outstanding and the potential value of the forfeited remuneration, including performance conditions attached to the awards, the likelihood of those conditions being met, and the timing of any potential payments.
In making buying-out awards, the committee may use the relevant provision in the Financial Conduct Authority Listing Rules. This allows for the granting of awards speciƬcally to facilitate, in unusual circumstances, the recruitment of an executive director, without seeking prior shareholder approval. In doing so, the committee will comply with the relevant provisions in force at the date of this report.
Where an executive director is appointed from within the organisation, the company will honour legacy arrangements in line with the original terms and conditions.
In the event of the appointment of a new non-executive director, remuneration arrangements will be in line with those detailed on page 103.
In a departure event, the committee will typically consider
The committee has historically maintained a discretionary approach to the treatment of leavers, on the basis that the facts and circumstances of each case are unique.
In an exit situation, the committee will consider the individual circumstances any mitigating factors that might be relevant the appropriate statutory and contractual position and the requirements of the business for speed of change.
The default position is that an unvested ISP or DBP award or entitlement lapses on cessation of employment, unless the committee applies discretion to preserve some or all of the awards. This provides the committee with the maximum Ʈexibility to review the facts and circumstances of each case, allowing diƪerentiation between good and bad leavers and avoiding npayment for failure'.
When considering a departure event, there are a number of factors which the committee takes into account in determining appropriate treatment for outstanding incentive awards. These include
In some cases, the treatment is formally prescribed under the rules of the relevant plan so that where there are ngood leaver' circumstances awards, which would otherwise lapse by default, vest either on the normal vesting date or on cessation of employment. These circumstances include death, injury, ill-health, disability, redundancy or sale of the company or business. If the director dies or leaves due to ill health or injury, ISP awards which have less than 12 months of the performance period remaining or DBP awards which have less than 12 months of the deferred period to run, vest automatically on leaving. In other leaver circumstances the committee has discretion to determine when, and to what extent, awards vest.
The committee considers the leaver circumstances along a continuum, ranging from nbad leaver' scenarios such as termination of employment for gross misconduct or resignation, through to the ngood leaver' scenarios outlined above. Accordingly the committee may apply (or disapply) such performance conditions or time pro-rating to awards vesting in these circumstances as it considers appropriate.
The treatment of saveshare options and directshare shares on leaving is as determined under the respective HMRC approved rules. For saveshare, someone who ceases to be an employee in special circumstances (for example injury, disability, death, or following sale of the company or business where they work) may exercise the option within six months after leaving (or 12 months in the case of death) or the relevant corporate event. If someone leaves for a reason not falling within special circumstances, the option lapses on the date the individual leaves.
In the event of a takeover or scheme of arrangement involving the company, ISP and DBP awards will vest, at a minimum, to the extent that any applicable performance measures have been satisƬed at the time
(subject to the committee's discretion to determine the appropriate level of vesting, having regard to such relevant factors as it decides to take into account). If the acquiring company oƪers to exchange awards over BT shares for awards over its shares (or shares in another company), awards will normally be exchanged and continue under the rules of the relevant plan. If within 12 months of a change of control, a participants employment is terminated by his employer other than for misconduct or performance or he or she resigned as a result of a reduction of his or her duties or responsibilities constituting a material breach of the individuals contract, the participant is entitled to receive an amount equal to the diƪerence between the value he or she received on the change of control he would have received if the relevant performance condition had been met in full.
In the event of a voluntary winding up of the company, awards may vest on the members' resolution to voluntarily wind-up the company being passed.
The committee considers the pay and conditions of employees throughout the company when determining the remuneration arrangements for executive directors although no direct comparison metrics are applied.
In particular, the committee considers the relationship between general changes to UK employees' remuneration and executive director reward.
Whilst the committee does not directly consult with our employees as part of the process of determining executive pay, the Board does receive feedback from employee surveys that takes into account remuneration in general. The committee also receives updates from the Group People Director.
The other key terms of the service contracts for the current executive directors and the Chairman are set out below.
The termination provisions described above are without prejudice to BT's ability in appropriate circumstances to terminate in breach of the notice period referred to above, and thereby be liable for damages to the executive director or Chairman.
In the event of termination by BT, each executive director and the Chairman may have entitlement to compensation in respect of his or her statutory rights under employment protection legislation in the UK.
Where appropriate, BT may also meet a director's reasonable legal expenses in connection with either his appointment or termination of his appointment.
There are no other service agreements, letters of appointment or material contracts, existing or proposed, between the company and any of the executive directors
Our remuneration policy aims to ensure that a signiƬcant proportion of pay is dependent on the achievement of stretching performance targets. The committee has considered the level of total remuneration that would be payable under diƪerent performance scenarios and is satisƬed that, as the graph below illustrates, executive pay is appropriate in the context of the performance required and is aligned with shareholders' interests.
The illustrative scenarios below set out the total remuneration that might be received by each executive director for diƪerent levels of performance, based on our remuneration policy.
The minimum reƮects base salary, pension and beneƬts only which are not performance related.
| Performance | Assumptions | |
|---|---|---|
| Fixed pay | All scenarios | r Consists of total Ƭxed pay – base salary, beneƬts and pension – Base salary – salary eƪective as at June 2014 – BeneƬts – amount received by each director in 2013/14 – Pension – cash supplement in lieu of pension provision for 2014/15 |
| Variable pay |
Minimum | r No payout under the annual bonus r No vesting under the ISP |
| On-target | r 50% of the maximum payout under the annual bonus r 25% of maximum vesting under the ISP |
|
| Maximum | r 100% of the maximum payout under the annual bonus r 100% of maximum vesting under the ISP |
For these purposes, we have assumed a usual maximum ISP award of 400% of base salary for the CEO and 280% of base salary for the GFD. The absolute maximum ISP award under our remuneration policy is 500% of base salary.
For the GFD, we have also assumed a maximum bonus opportunity of 210% of salary.
| Provision | Policy |
|---|---|
| Notice period | r 12 months' notice by the company, six months' notice by the executive director or Chairman (there is no Ƭxed expiry date). |
| Termination payment | r In lieu of giving an executive director or the Chairman 12 months' notice, BT may terminate the director's contract and make a payment in lieu of salary to which the director was entitled if he or she had received notice and the value of contractual beneƬts for the period. r In respect of the executive directors, the payments in lieu will be payable in equal monthly instalments until the date on which the notice period would have expired or (if earlier) the date on which the director secures alternate employment with the same or higher basic salary or fee. In the event that the director secures alternate employment at a basic salary of £30,000 or higher, but lower than their salary, payment in lieu will be reduced by the amount of the new lower salary received. The Board retains the right to lower the payment in lieu of the directors new employment if it considers the new employment terms of the director are not appropriately balanced between basic salary and other elements, and may cease making payments entirely where the Board is not satisƬed the director is making reasonable eƪorts to secure alternative employment. r In respect of the Chairman, the payment in lieu will be payable in equal monthly instalments until the earlier of 12 months from the date of termination or the date the Chairman secures alternate full-time employment. |
| Remuneration and beneƬts | r Participation in the incentive plans ISP, DBP and annual bonus, saveshare and directshare, is non-contractual. The Chairman does not participate in the ISP, DBP or any annual bonus. r Other beneƬts include pension (including life cover), dental cover, car, private health care (including spouse and children under age of 18 or 21 if in full time education), telecommunication facilities, home security and professional subscriptions. The Chairman does not receive pension beneƬts but is entitled to all other beneƬts. r The Chairman receives an all-inclusive fee for the role. |
ISP awards have been shown at face value, with no share price growth or discount rate assumptions. All-employee share plans (Saveshare and Directshare) have been excluded, as have any legacy awards held by executive directors.
Fixed remuneration Variable remuneration Long-term incentives
Fixed remuneration Variable remuneration Long-term incentives
| Salary £000 |
BeneƬts £000 |
Pension £000 |
Total Ƭxed pay £000 |
|
|---|---|---|---|---|
| Chief Executive | 950 | 43 | 285 | 1,278 |
| Group Finance Director | 630 | 32 | 189 | 851 |
Under the terms of the DBP and ISP, if following the grant of an award, facts subsequently become known to the committee which would justify a reduction in the award, the committee may reduce the number of shares under award to take account of this, including to nil. In order to retain Ʈexibility, the events under which this may apply are not formally stipulated in the rules. However, for illustration, such events may include, for example, miss-statement of the Ƭnancial accounts, fraud or material failure of risk management. Other elements of remuneration are not subject to recovery arrangements.
For a number of years we have generally used treasury shares to satisfy the exercise of share options and the vesting of share awards under our employee share plans. We intend to use both treasury shares and shares purchased by the BT Group Employee Share Ownership Trust (the Trust) for share option exercises, and shares purchased by the Trust for the vesting of executive share awards in 2014/15. At the end of 2013/14, shares equivalent to 9.35% of the issued share capital (excluding treasury shares) would be required for all share options and awards outstanding. Of these, we estimate that for 2014/15, shares equivalent to approximately 3.81% of the issued share capital (excluding treasury shares) will be required for all the employee share plans.
The committee is strongly committed to an open and transparent dialogue with shareholders on remuneration matters. We believe that it is important to meet regularly with our key shareholders to understand
their views on our remuneration arrangements and discuss our approach going forward.
The committee will continue to engage with shareholders going forward and will aim to consult on any material changes to the application of the approved remuneration policy or proposed changes to the policy.
The Board aims to recruit high-calibre Non-Executive Directors (NEDs), with broad commercial, international or other relevant experience.
The table of remuneration policy for NEDs is set out on page 110.
Each non-executive director has an appointment letter setting out the terms of his or her appointment. They do not have service contracts. The letter includes membership of any Board committees, the fees to be paid and the time commitment expected. We ask each non-executive director to allow a minimum commitment of 22 days each year, subject to committee responsibilities, and to allow slightly more in the Ƭrst year in order to take part in the induction programme. The actual time commitment required in any year may vary depending on business. We highlight that additional time may be required if the company is going through increased activity.
Appointments are for an initial period of three years. During that period, either party can give the other at least three months' notice of termination. All Board appointments automatically terminate in the event of a director not being elected or re-elected by shareholders at the Annual General Meeting each year. The appointment of a non-executive director is terminable on notice by the company without compensation. 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 on page 110.
The appointment letter also covers matters such as conƬdentiality, data protection and BT's share dealing code.
We reviewed the directors' appointment letters during the year and provided each non-executive director with an updated letter of appointment to incorporate in particular the changes required by the new regimes for directors' remuneration reporting and voting.
The service agreements and letters of appointment are open for inspection by the public at the registered oƯce of the company. They will also be available for inspection commencing one hour prior to the start of our AGM, to be held in London on 16 July 2014.
Non-executive directors, in accordance with BT's Articles of Association, cannot individually vote on their own remuneration. Non-executive director remuneration is reviewed by the Chairman and the executive directors, and discussed and agreed by the Board. Non-executive directors may attend the Board discussion but may not participate in it.
An additional fee of £2,000 per trip is paid to those non-executive directors travelling from overseas on an inter-continental basis to Board and Board committee meetings.
To align further the interests of the non-executive directors with those of shareholders, the company's policy is to encourage directors to purchase, on a voluntary basis, BT shares to the aggregate value of £5,000 each year for each year of service. The directors are asked to hold these shares until they retire from the Board. This policy is not mandatory.
No element of non-executive director remuneration is performancerelated. Non-executive directors do not participate in BT's bonus or employee share plans and are not members of any of the company pension schemes.
Non-executive director fees
| Element/purpose and link to strategy | Operation | Opportunity |
|---|---|---|
| Purpose – core element of remuneration, paid for fulƬlling the relevant role |
r NEDs receive a basic fee, paid monthly in respect of their board duties. r Further fees may be paid for chairmanship or membership of Board committees or to the Senior Independent Director. r Additional fees up to £2,000 may also be payable to NEDs travelling regularly from overseas on an intercontinental basis to Board and committee meetings. r NEDs are not eligible for annual bonus, share incentives, pensions or other beneƬts. r Fees are typically reviewed annually. r Expenses incurred in the performance of non-executive duties for the company may be reimbursed or paid for directly by the company, as appropriate. |
r Current fee levels can be found in the Annual Report on Remuneration on page 103. r Fees are set at a level which is considered appropriate to attract and retain NEDs of the necessary calibre. r Fee levels are normally set by reference to the level of fees paid to NEDs serving on boards of similarly-si]ed, UK-listed companies, taking into account the si]e, responsibility and time commitment required of the role. r The company's Articles of Association provide the maximum fee level is payable. The maximum is based on NED fees benchmarked as at 1 April 1999 with increases linked to the Retail Price Index. |
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 | 26 September 2007 | The agreement is terminable by the company on 12 months' notice and by the director on six months' notice. |
| Gavin Pattersona | 10 September 2013 | Initial term until 10 September 2014, and thereafter terminable by the company on 12 months' notice and by the director on six months' notice. |
| Tony Chanmugam | 1 October 2013 | Initial term until 1 October 2014 and thereafter terminable by the company on 12 months' notice and by the director on six months' notice. |
| Non-executive directors | ||
| Phil Hodkinson | 1 February 2006 | Letter of appointment was for an initial period of three years. The appointment was extended for a further three years in February 2012 following extension in 2009. |
| Tony Ball | 16 July 2009 | Letter of appointment was for an initial period of three years. The appointment was extended for a further three years in June 2012. |
| Nick Rose | 1 January 2011 | Letter of appointment was for an initial period of three years. The appointment was extended for a further three years in December 2013. |
| Jasmine Whitbread | 19 January 2011 | Letter of appointment was for an initial period of three years. The appointment was extended for a further three years in December 2013. |
| Karen Richardson | 1 November 2011 | |
| Warren East | 1 February 2014 | Letters of appointment are for an initial period of three years. |
| Iain Conn | 1 June 2014 | |
a Gavin Pattersonos service agreement was updated on 16 September 2013 due to his appointment as Chief Executive. +is previous service agreement commenced on 1 June 2008.
There are no other service agreements, letters of appointment or material contracts, existing or proposed, between the company and any of the directors. There are no arrangements or understandings between any director or executive oƯcer and any other person pursuant to which any director or executive oƯcer was selected to serve. There are no family relationships between the directors.
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 requiresthe directors to prepare Ƭnancial statements for each Ƭnancial year. Under that law the directors have elected to prepare the consolidated Ƭnancial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, and the parent company Ƭnancial statements in accordance with UK GAAP. In preparing the consolidated Ƭnancial statements, the directors have also elected to comply with IFRS, issued by the International Accounting Standards Board (IASB). Under company law, the directors must not approve the Ƭnancial statements unless they are satisƬed that they give a true and fair view of the state of aƪairs of the group and the company and of the proƬt or loss of the group for that period. In preparing these Ƭnancial statements, the directors are required to
The directors are responsible for keeping adequate accounting records that are suƯcient to show and explain the company's transactions and disclose with reasonable accuracy at any time the Ƭnancial position of the company and the group and enable them to ensure that the Ƭnancial statements and the Report on Directors' Remuneration comply with the Companies Act 2006 and, as regards the consolidated Ƭnancial 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.
The directors are responsible for the maintenance and integrity of the corporate and Ƭnancial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of Ƭnancial statements may diƪer from legislation in other jurisdictions.
Each of the directors, whose names and functions are listed on pages 78 to 79 conƬrms that, to the best of their knowledge
In accordance with the principles of the UK Corporate Governance Code, we have arrangements in place to ensure that the information presented in the Annual Report is fair, balanced and understandable – these are described on page 83.
The Board considers, on the advice of the Audit & Risk Committee that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the company's performance, business model and strategy.
Our signiƬcant accounting policies are set out on pages 129 to 134 of the consolidated Ƭnancial statements and conform with IFRS. These policies and applicable estimation techniques have been reviewed by the directors who have conƬrmed them to be appropriate for the preparation of the 2013/14 consolidated Ƭnancial 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.
The Strategic Report on pages 13 to 74 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. The Group Performance section on pages 57 to 73 includes information on our group Ƭnancial results, Ƭnancial outlook, cash Ʈow and net debt and balance sheet position. Notes 22, 23, 24 and 26 of the consolidated{Ƭnancial statements include information on the group's investments, cash and cash equivalents, borrowings, derivatives, Ƭnancial risk management objectives, hedging policies and exposure to interest, foreign exchange, credit, liquidity and market risks.
Alongside the factors noted above, the directors have considered the group's cash Ʈow forecasts, in particular with reference to the period to the end of May 2015. The directors are satisƬed that this cash Ʈow forecast, taking into account reasonably possible risk sensitivities associated with this forecast and the group's current funding and facilities, alongside the group's 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 nGoing Concern and Liquidity Risk Guidance for Directors of UK Companies 2009' issued by the Financial Reporting Council) in preparing the consolidated Ƭnancial statements.
There has been no signiƬcant change in the Ƭnancial or trading position of the group since 31 March 2014.
The Board has a procedure for directors, in carrying out their duties, to take independent professional advice if necessary, at BT's expense. All directors also have access to the advice and services of the Company Secretary.
For some years, BT has purchased insurance to cover the directors, oƯcers and employees in positions of managerial supervision of BT Group plc and its subsidiaries against defence costs, civil damages and, in some circumstances, civil Ƭnes and penalties following an action brought against them in their personal capacity. The policy also covers such individuals whilst serving at the company's request as directors of other companies or of joint ventures or on the boards of trade associations or charitable organisations. The insurance operates to protect the directors and oƯcers 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 oƯcer. One layer of insurance is ring-fenced for the directors of BT Group plc. As at 7 May 2014, and throughout 2013/14, the company's 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.
During and at the end of 2013/14, none of BT's directors was materially interested in any material transaction in relation to the group's business and none is materially interested in any presently proposed material transactions.
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 conƮicts, or possibly may conƮict, with the interests of the company. The company's Articles of Association include provisions for dealing with directors' conƮicts 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 conƮicts, which require the Board to
BT, as a foreign issuer with American Depositary Shares listed on the New York Stock Exchange (NYSE), is obliged to disclose any signiƬcant ways in which its corporate governance practices diƪer from the corporate governance listing standards of the NYSE.
We have reviewed the NYSE's 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 qualiƬed to become board members, develops and recommends to the Board a set of corporate governance principles applicable to the company. We have a Nominating & Governance Committee whose terms of reference include governance and compliance issues (see Nominating & Governance Committee Chairman's report on page 86). The Nominating & Governance Committee's 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 NYSE's listing standards. The Board and the Nominating & Governance Committee are made up of a majority of independent, non-executive directors.
The US Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act), the US Securities and Exchange Commission (SEC) and NYSE listing standards require 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.
BT has securities registered with the 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 Nick Rose who, in the opinion of the Board, is an naudit committee Ƭnancial expert' and is independent (as deƬned for this purpose). The Board considers that the committee's members have broad commercial knowledge and extensive business leadership experience, having held between them various prior roles in major business, Ƭnancial management, and Ƭnancial function supervision and that this constitutes a broad and suitable mix of business and Ƭnancial experience on the committee.
<ou can view the code of ethics adopted for the purposes of the Sarbanes-Oxley Act at www.bt.comethics
The code of ethics adopted for the purposes of the Sarbanes-Oxley Act applies to the Chief Executive, Group Finance Director and senior Ƭnance managers.
The Chief Executive and Group Finance Director, after evaluating the eƪectiveness of BT's 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, BT's disclosure controls and procedures were eƪective 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 BT's disclosure controls and procedures are also eƪective to ensure that the information required to be disclosed by the company in reports that it Ƭles under the Securities Exchange Act of 1934 (Exchange Act) is recorded, processed, summarised and reported within the time periods speciƬed in the rules and forms of the SEC.
The Chief Executive and Group Finance Director have also provided the certiƬcations required by the Sarbanes-Oxley Act.
BT's management is responsible for establishing and maintaining adequate internal control over Ƭnancial reporting for the group. Internal control over Ƭnancial reporting is designed to provide reasonable assurance regarding the reliability of Ƭnancial reporting and the preparation of Ƭnancial statements for external reporting purposes in accordance with IFRS. Management conducted an assessment of the eƪectiveness of internal control over Ƭnancial reporting based on the framework for internal control evaluation contained in the Revised Guidance for Directors on the UK Governance Code published by the Financial Reporting Council (the Turnbull Guidance).
Based on this assessment, management has concluded that at 31 March 2014, BT's internal control over Ƭnancial reporting was eƪective.
There were no changes in BT's internal control over Ƭnancial reporting that occurred during 2013/14 that have materially aƪected, or are reasonably likely to have materially aƪected, the group's internal control over Ƭnancial reporting. Any signiƬcant deƬciency, as deƬned by the US Public Company Accounting Oversight Board (PCAOB), in internal control over Ƭnancial reporting, is reported to the Audit & Risk Committee. PricewaterhouseCoopers LLP, which has audited the consolidated Ƭnancial statements for 2013/14, has also audited the eƪectiveness of the group's internal control over Ƭnancial reporting under Auditing Standard No.5 of the PCAOB.
The Auditorso report is on page 121
The Board is responsible for the group's systems of internal control and risk management and for reviewing each year the eƪectiveness 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 BT's systems of internal control includes procedures designed to identify and evaluate failings and weaknesses, and, in the case of any categorised as signiƬcant, procedures exist to ensure that necessary action is taken to remedy the failings.
The Board also takes account of signiƬcant social, environmental and ethical matters that relate to BT's businesses and reviews annually BT's corporate responsibility policy. The company's workplace practices, speciƬc environmental, social and ethical risks and opportunities and details of underlying governance processes are dealt with in pages 24 to 29 in the Delivering our strategy section and Our performance as a responsible and sustainable business on pages 71 to 73.
We have enterprise-wide risk management processes for identifying, evaluating and managing the principal risks faced by the group. These processes have been in place throughout the year and have continued up to the date on which this document was approved. The processes are in accordance with the Turnbull Guidance.
Risk assessment and evaluation take place as an integral part of BT's annual strategic planning cycle. We have a detailed risk management process which identiƬes the key risks facing the group, each line of business and our internal service unit, BT TSO.
Our current key risks are summarised in the Strategic Report s Our risks on pages 50 to 55. 50
The key features of the enterprise-wide risk management and internal control process comprise the following procedures
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.
BT's signiƬcant accounting policies are set out on pages 129 to 134. The consistent application of those policies is subject to ongoing veriƬcation through management review and independent review by internal and external auditors.
The processes supporting the preparation and consolidation of the Ƭnancial statements have been documented and are subject to annual veriƬcation through the programme of testing conducted by our internal auditors. This serves to conƬrm the operation of the internal controls over Ƭnancial reporting and compliance with the Sarbanes-Oxley Act. The Audit & Risk Committee reviews BT's published Ƭnancial results, related disclosures and accounting judgements. The committee's activities are set out on pages 83 to 85.
The Board has approved the formal statement of matters which are reserved to it for consideration, approval or oversight. It has also approved the group's 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 group's senior executives. As part of this framework, the development and implementation of certain powers relating to group-wide policies and practices are reserved to identiƬed senior executives.
The objective of our capital management and funding policy is to reduce net debt while investing in the business, supporting the pension fund and paying progressive dividends.
The Board reviews the group's capital structure regularly. Management proposes actions which reƮect the group's investment plans and risk characteristics as well as the macro-economic conditions in which we operate.
Our funding policy is to raise and invest funds centrally to meet the group's anticipated requirements. We use a combination of capital market bond issuance, commercial paper borrowing, committed borrowing facilities and investments. These are planned so as to mature at diƪerent stages in order to meet short, medium and long-term requirements.
Details of our treasury management policies are included in note 26 to the consolidated Ƭnancial statements.
Details of the group's Ƭnancial risk management objectives and policies of the group and exposure to interest risk, credit risk, liquidity risk and foreign exchange are given in note 26 to the consolidated Ƭnancial statements.
We take proactive steps to minimise the impact of adverse market conditions on our Ƭnancial instruments. In managing investments and derivative Ƭnancial instruments, the group's central treasury function monitors the credit quality across treasury counterparties and actively manages any exposures which arise. This central team continually reviews any credit exposures, whether arising from centrally-managed Ƭnancial instruments or from the group's trade-related receivables. Management within the lines of business also actively monitors any exposures arising from trading balances.
Other than the Ƭnancial commitments and contingent liabilities disclosed in note 29 to the consolidated Ƭnancial statements, there are no oƪ-balance sheet arrangements that have, or are reasonably likely to have, a current or future material eƪect on our Ƭnancial condition changes in Ƭnancial condition revenues or expenses results of operations liquidity capital expenditure or capital resources.
We do not believe that there is any single current court action that would have a material adverse eƪect on our Ƭnancial position or operations. During 2013/14, the aggregate volume and value of legal actions to which we are party reduced.
Certain provisions of the 2006 Act require us to make additional disclosures. A number of these disclosures can be found elsewhere in this Report as set out below
Our 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 deƬnition of political donations used in the 2006 Act is very much broader than the sense in which these words are ordinarily used. It may cover activities such as making Members of Parliament and others in the political world aware of key industry issues and matters aƪecting the company. These actions make an important contribution to their understanding of BT.
The authority we are requesting at the AGM is not designed to change the above policy. It will, however, ensure that the group 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 deƬned in the 2006 Act. During 2013/14, the company's wholly-owned subsidiary, British Telecommunications plc, made payments totalling £3,000 (2012/13 £739) to cover the cost of a brieƬng meeting with MPs, MSPs and councillors of the Scottish National Party. No loans were made to any political party by any company in the BT group.
The Chief Executive and Group Finance Director, as well as other senior executives, hold meetings with BT's institutional shareholders and prospective shareholders to discuss BT's strategy and Ƭnancial performance. The Chairman met with major shareholders during the year. All non-executive directors have an invitation to attend investor meetings if they wish.
During the course of the year, Patricia Hewitt, and subsequently Tony Ball, as chair of the Remuneration Committee, met with bodies representing institutional investors to discuss, in particular, remuneration issues.
We control contact with institutional investors (and with Ƭnancial analysts, brokers and the media) through written guidelines to ensure the protection of commercial and inside information that has not already been made generally available to the market.
During the year, we surveyed 10,000 private shareholders selected at random to help us improve our engagement with them. In response to the survey's Ƭndings, we have included more information on BT's Ƭnancial performance, strategy and future plans in our shareholder communications.
We provide the directors with regular reports and other written brieƬngs on shareholders' and analysts' views and the Company Secretary notiƬes directors of changes in the holdings of the principal shareholders. We have procedures to ensure the timely release of inside information and for the publication of Ƭnancial results and regulatory Ƭnancial statements. The Disclosure Committee, a committee of senior executives, which is chaired by the Company Secretary, also reviews all signiƬcant announcements for accuracy and compliance requirements.
At 1 May 2014, BT had received notiƬcation, under the Disclosure & Transparency Rules issued by the Financial Conduct Authority, in respect of the following holding of shares
| Legal & General plc | 236,206,686 Below 3% | |
|---|---|---|
| Shares | voting rights |
|
| % of total |
In addition to the above, BlackRock Inc holds 458,851,515 shares representing 5.79% of total voting rights and Invesco Limited holds 518,314,737 shares representing 6.54% of total voting rights. No changes in these holdings have been notiƬed to BT in 2013/14.
We will ask our shareholders to vote on the Annual Report at the AGM and to vote separately on the Report on Directors' Remuneration. Following a change in legislation since the 2013 AGM, approval of the latter is now sought in two parts.
As part of our policy to involve shareholders fully in the aƪairs of the company, we give them the opportunity at the AGM to ask questions about BT's activities. We also give shareholders the opportunity to vote on every substantially diƪerent issue by proposing a separate resolution for each issue. Before the AGM, we will count the proxy votes for and against each resolution, as well as votes withheld, and we will make the results available at the meeting. As at the 2013 AGM, we will take votes on all matters at the 2014 AGM on a poll, except procedural issues. We will count every vote cast, whether in person or by proxy at the meeting. We will post the outcome of voting on the resolutions 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. While, 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 2013 AGM.
We set out the 21 resolutions to be proposed at the 2014 AGM on 16 July, together with explanatory notes, in the separate Notice of meeting 2014 which we send to all shareholders who have requested shareholder documents by post. We notify all shareholders of the publication of these documents, which we send out in the most costeƪective 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, we send these documents to shareholders more than 20 working days before the AGM.
We will propose at the AGM resolutions to re-appoint PricewaterhouseCoopers LLP as BT's auditors and to authorise the directors to agree their remuneration.
We will broadcast the presentation made by the Chairman and the Chief Executive live on our website at www.bt.combtagm2014 and it will be available after the AGM
The authority given at last year's AGM of the company, held on 17 July 2013, for BT to purchase in the market 788m of its shares, representing 10% of the issued share capital, expires on 16 July 2014. Shareholders will be asked to give a similar authority at the 2014 AGM.
During 2013/14, 27m shares of 5p each were purchased under this authority (0.34% of the share capital) for a consideration of £98m, at an average price of £3.52 per share. During 2013/14, 66m treasury shares were transferred to meet BT's obligations under our employee share plans. At 7 May 2014, a total of 231m shares were retained as treasury shares. All the shares were purchased in an on-market programme of buying back BT shares from May 2013 to March 2014.
In addition, the BT Group Employee Share Ownership Trust purchased 59m BT shares for a total consideration of £204m, all of which continued to be held in the Trust at 7 May 2014.
As permitted by the Companies Act, we have chosen to include in the Strategic Report the following information (required by law to be included in the Report of the Directors)
By order of the Board
Group General Counsel & Company Secretary 7 May 2014
Unilever operates around the world. Its world-leading brands, including Wall's Ice Cream, Dove beauty products, Lipton and Knorr, are consumed by two billion people every day.
BT has worked with Unilever for more than a decade, providing network services and solutions which are helping it grow more eƯciently and sustainably. As well as delivering a fully integrated network providing voice, data, video and mobility services to the company's 173,000 employees across nearly 100 countries, BT is also delivering collaboration services such as audio and video conferencing. These services are helping Unilever become an increasingly agile business and introduce more sustainable ways of working.
Read about the challenges we've helped our customers face and overcome at www.globalservices.bt.com
Worldwide, we are trusted by thousands of organisations, from governments to vast multinationals. They trust us to deliver critical network and IT services. They trust us because weove already helped others to overcome the challenges they face. The things that keep them awake at night. We work to help them become masters of the art of connecting.
Voice of the customer
Few companies can oƪer the global, sustainable solutions to help us achieve our ambitious vision. We are delighted to be able to continue our partnership with BT. The continued innovative use of technology is helping us increase productivity, by making our workforce more connected.
Paulo De Sa – VP Infrastructure Services, Unilever
100% 170 84% 86% We serve 100% of the FTSE100 companies We operate in more than 170 countries We serve 84% of the Fortune 500 companies
Luis Alvarez – CEO, BT Global Services
Of Interbrands' top 50 annual ranking of the world's most valuable brands
In our opinion the group Ƭnancial statements, deƬned below
This opinion is to be read in the context of what we say in the remainder of this report.
As explained in note 1 to the Ƭnancial statements, the group, in addition to applying IFRS as adopted by the European Union, has also applied IFRS as issued by the International Accounting Standards Board (IASB).
In our opinion the group Ƭnancial statements comply with IFRS as issued by the IASB.
The group Ƭnancial statements, which are prepared by BT Group plc, comprise
The Ƭnancial reporting framework that has been applied in their preparation comprises applicable law and IFRS as adopted by the European Union.
Certain disclosures required by the Ƭnancial reporting framework have been presented elsewhere in the Annual Report & Form 20-F 2014 (the{nAnnual Report'), rather than in the notes to the Ƭnancial statements. These are cross-referenced from the Ƭnancial statements and are identiƬed as audited.
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) (nISAs (UK & Ireland)'). An audit involves obtaining evidence about the amounts and disclosures in the Ƭnancial statements suƯcient to give reasonable assurance that the Ƭnancial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of
In addition, we read all the Ƭnancial and non-Ƭnancial information in the Annual Report to identify material inconsistencies with the audited group Ƭnancial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
We set certain thresholds for materiality. These helped us to determine the nature, timing and extent of our audit procedures and to evaluate the eƪect of misstatements, both individually and on the Ƭnancial statements as whole.
Based on our professional judgement, we determined materiality for the group Ƭnancial statements as a whole to be £110m (2012/13 £100m), which is an average of 5% of proƬt before tax for the current year and the previous three years. We used average proƬt before tax to reduce the potential volatility in the measure year on year.
We agreed with the Audit & Risk Committee that we would report to them misstatements identiƬed during our audit above £5m as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
The group Ƭnancial statements are a consolidation of the group's reporting units, which include operating businesses and centralised functions.
In establishing the overall approach to the group audit, we determined the type of work that needed to be performed at reporting units by us, as the group engagement team, or component auditors from other PwC network Ƭrms operating under our instruction. Where the work was performed by component auditors, we determined the level of involvement we needed to have in the audit work at those reporting units to be able to conclude whether suƯcient appropriate audit evidence had been obtained as a basis for our opinion on the consolidated Ƭnancial statements as a whole.
For three reporting units, an audit of the complete Ƭnancial information was performed. In a further four reporting units, speciƬc audit procedures on revenue and receivables, purchases and payables, cash and provisions were performed. This, together with additional procedures performed on centralised functions and at the group level, gave us the evidence we needed for our opinion on the consolidated Ƭnancial statements as a whole. Our audit procedures covered over 80% of the group's revenue and proƬt before tax.
In preparing the Ƭnancial statements, the directors made a number of subjective judgements, for example in respect of signiƬcant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. We primarily focused our work in these areas by assessing the directors' judgements against available evidence, forming our own judgements, and evaluating the disclosures in the Ƭnancial statements.
In our audit, we tested and examined information, using sampling and other auditing techniques, to the extent we considered necessary to provide a reasonable basis for us to draw conclusions. We obtained audit evidence through testing the eƪectiveness of controls, substantive procedures or a combination of both.
We considered the following areas to be those that required particular focus in the current year. This is not a complete list of all risks or areas of focus identiƬed by our audit. We discussed these areas of focus with the Audit & Risk Committee. The matters that they considered to be signiƬcant issues in relation to the Ƭnancial statements are set out on page 84.
| Area of focus | How the scope of our audit addressed the area of focus |
|---|---|
| Major contracts in BT Global Services and BT Wholesale We focused on this area because it involves signiƬcant judgements regarding the r determination and timing of recognition of contract proƬts r lifetime probability forecasts for the contracts r completeness and adequacy of provisions against loss making contracts and r recoverability of contract speciƬc assets. |
We evaluated the design and operating eƪectiveness of controls in respect of major contracts. We tested a sample of major contracts through the year, assessing whether the terms of the contracts, including change notes and contractual amendments, had been accounted for in line with the group's accounting policies. We assessed the reasonableness of the assumptions and judgements underpinning the forecast performance of the contracts, the adequacy of contract loss provisions and the recoverability of contract speciƬc assets. |
| Revenue recognition ISAs (UK & Ireland) presume there is a risk of fraud in revenue recognition because of the pressure management may be under to achieve the planned results. Our risk assessment focused on manual adjustments to revenue. |
We evaluated the relevant IT systems and the design and operating eƪectiveness of controls over the capture and recording of revenue transactions. We tested the supporting evidence for manual journal entries posted to revenue accounts to identify unusual items. This included the audit of the reconciliation of amounts billed to customers to the amount of revenue recorded in the Ƭnancial statements. |
| The accuracy of revenue amounts recorded is an inherent industry risk because of the complexity of the operation of telecom billing systems and the combination of products sold and price changes in the year. |
Our audit work focused on the internal controls in place over the authorisation of rate changes and the input of this information to the billing systems. We tested the internal controls in place over the calculation of amounts billed to customers. We also tested a sample of customer bills for accuracy. Our testing included customer bills for consumers, corporate and wholesale customers. |
| Risk of management override of internal controls ISAs (UK & Ireland) require that we consider the risk that management could override the system of internal controls within the business and intentionally misstate the Ƭnancial results and position of the group. |
We assessed the overall control environment of the group, including the arrangements for staƪ to nwhistleblow' inappropriate actions, and interviewed senior management and the group's internal audit function. We examined the signiƬcant accounting estimates and judgements relevant to the Ƭnancial statements for evidence of bias by the directors that may represent a risk of material misstatement due to fraud. We also tested the supporting documentation for manual journal entries posted to the Ƭnancial results. This included the testing of journals posted to the consolidation. |
| Valuation of the pension scheme obligations and unquoted investments We focused on this area because the valuation of the pension scheme obligations and unquoted investments require estimates and signiƬcant judgement by the directors. |
We assessed the reasonableness of actuarial assumptions used in valuing the pension scheme obligations. In assessing the unquoted pension asset investments we tested the valuations, including assessing the key assumptions used. |
| Regulatory and other provisions Provisions are based on judgements and estimates by the directors. The current telecom regulatory environment has seen an increased frequency and magnitude of matters brought to Ofcom and the Competition Appeal Tribunal in the UK. |
We assessed the key assumptions applied by the directors to calculate new and existing provisions. We tested the calculation of the provisions, validating assumptions by reference to third party data and assessing the judgements for reasonableness against historical trends. |
| Capitalisation practices and asset lives for property, plant and equipment and software intangible assets Capitalisation of costs and the useful lives assigned to assets are areas ofsigniƬcant judgement by the directors. |
We evaluated the design and operating eƪectiveness of controls in respect of capitalisation and asset lives. We assessed the appropriateness of the nature of costs being capitalised through testing of amounts recorded and assessing the appropriateness of the accounting treatment. We assessed the appropriateness of the asset lives assigned. |
| Assessment of the carrying value of goodwill in the BT Global Services line of business We focused on this area because it involves complex and subjective judgements by the directors, including about the future results of the business. |
We evaluated the key assumptions used in the impairment review, in particular the cash Ʈows, long term growth rates and the discount rate. We also performed sensitivity analysis around the key drivers of the cash Ʈow forecasts, including revenue and EBITDA growth. We tested the integrity of the underlying calculations. |
| Recognition and measurement of potential tax exposures and tax assets We focused on this area because the directors have made signiƬcant judgements in determining the group's eƪective tax rate speciƬcally |
We assessed the appropriateness of the directors' assumptions and key judgements around actual and potential tax exposures and assets. We utilised our experience of similar situations elsewhere to examine tax planning arrangements. |
in relation to the recognition of tax exposures and tax assets.
Under the Listing Rules we are required to review the directors' statement, set out on page 111, in relation to going concern. We have nothing to report having performed our review.
As noted in the directors' statement, the directors have concluded that it is appropriate to prepare the group's Ƭnancial statements using the going concern basis of accounting. The going concern basis presumes that the group has adequate resources to remain in operation, and that the directors intend it to do so, for at least one year from the date the Ƭnancial statements are signed. As part of our audit we have concluded that the directors' use of the going concern basis is appropriate.
However, because not all future events or conditions can be predicted, these statements are not a guarantee as to the group's ability to continue as a going concern.
In our opinion the information given in the Strategic Report and the Report of the Directors for the Ƭnancial year for which the group Ƭnancial statements are prepared is consistent with the group Ƭnancial statements.
Adequacy of information and explanations received
Under the Companies Act 2006 we are required to report to you if, in our opinion, we have not received all the information and explanations we require for our audit. We have no exceptions to report arising from this responsibility.
Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors' remuneration speciƬed by law have not been made. We have no exceptions to report arising from this responsibility.
Under the Listing Rules we are required to review the part of the Corporate governance statement relating to the Company's compliance with nine provisions of the UK Corporate Governance Code (the nCode'). We have no exceptions to report arising from our review.
On page 111 of the Annual Report, as required by the Code Provision C.1.1, the directors state that they consider the Annual Report taken as a whole to be fair, balanced and understandable and provides the information necessary for members to assess the group's performance, business model and strategy. On page 84, as required by C.3.8 of the Code, the Audit & Risk Committee has set out the signiƬcant issues that it considered in relation to the Ƭnancial statements, and how they were addressed. Under ISAs (UK & Ireland) we are required to report to you if, in our opinion
We have no exceptions to report arising from this responsibility.
Under ISAs (UK & Ireland), we are required to report to you if, in our opinion, information in the Annual Report is
We have no exceptions to report arising from this responsibility.
As explained more fully in the Statement of directors' responsibilities set out on page 111, the directors are responsible for the preparation of the group Ƭnancial statements and for being satisƬed that they give a true and fair view.
Our responsibility is to audit and express an opinion on the group Ƭnancial statements in accordance with applicable law and ISAs (UK & Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only for the Company's 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.
We have reported separately on the parent company Ƭnancial statements of BT Group plc for the year ended 31 March 2014 and on the information in the Report on Directors' Remuneration that is described as having been audited.
London
7 May 2014
In our opinion, the accompanying group income statements, group statements of comprehensive income, group balance sheets, group statements of changes in equity and group cash Ʈow statements present fairly, in all material respects, the Ƭnancial position of BT Group plc and its subsidiaries at 31 March 2014 and 2013 and the results of their operations and cash Ʈows for each of the three years in the period ended 31 March 2014, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. Also, in our opinion the company maintained, in all material respects, eƪective internal control over Ƭnancial reporting as of 31 March 2014, based on criteria established in the Turnbull Guidance.
The company's management is responsible for these Ƭnancial statements, for maintaining eƪective internal control over Ƭnancial reporting and for its assessment of the eƪectiveness of internal control over Ƭnancial reporting, included in management's evaluation of the eƪectiveness of internal control over Ƭnancial reporting as set out in the Ƭrst two paragraphs of Internal control over Ƭnancial reporting in Governance, General Information, of the BT Group plc Annual Report & Form 20-F.
Our responsibility is to express opinions on these Ƭnancial statements and on the company's internal control over Ƭnancial 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 Ƭnancial statements are free of material misstatement and whether eƪective internal control over Ƭnancial reporting was maintained in all material respects.
Our audits of the Ƭnancial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the Ƭnancial statements, assessing the accounting principles used and signiƬcant estimates made by management, and evaluating the overall Ƭnancial statement presentation. Our audit of internal control over Ƭnancial reporting included obtaining an understanding of internal control over Ƭnancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating eƪectiveness 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 company's internal control over Ƭnancial reporting is a process designed to provide reasonable assurance regarding the reliability of Ƭnancial reporting and the preparation of Ƭnancial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over Ƭnancial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reƮect the transactions and dispositions of the assets of the company (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ƭnancial 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 company's assets that could have a material eƪect on the Ƭnancial statements.
As set out in note 1, the group adopted IAS 19 nEmployee BeneƬts' (Revised 2011) with eƪect from 1 April 2013.
Because of its inherent limitations, internal control over Ƭnancial reporting may not prevent or detect misstatements. Also, projections of any evaluation of eƪectiveness 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
7 May 2014
| Before speciƬc items |
SpeciƬc a items |
Total | ||
|---|---|---|---|---|
| Year ended 31 March 2014 | Notes | £m | £m | £m |
| Revenue | 4 | 18,287 | – | 18,287 |
| Operating costs | 5 | (14,866) | (276) | (15,142) |
| Operating proƬt (loss) | 4 | 3,421 | (276) | 3,145 |
| Finance expense | 25 | (603) | (235) | (838) |
| Finance income | 12 | – | 12 | |
| Net Ƭnance expense | (591) | (235) | (826) | |
| Share of post tax loss of associates and joint ventures | (3) | – | (3) | |
| Loss on disposal of interest in associates and joint ventures | 8 | – | (4) | (4) |
| ProƬt (loss) before taxation | 2,827 | (515) | 2,312 | |
| Taxation | 9 | (613) | 319 | (294) |
| ProƬt (loss) for the year | 2,214 | (196) | 2,018 | |
| Earnings per share | 10 | |||
| Basic | 25.7p | |||
| Diluted | 24.5p |
| Before | SpeciƬc | ||
|---|---|---|---|
| a | Total | ||
| b | b | b Restated |
|
| Notes | £m | £m | £m |
| 4 | 18,339 | (236) | 18,103 |
| 5 | (15,039) | (116) | (15,155) |
| 4 | 3,300 | (352) | 2,948 |
| 25 | (666) | (119) | (785) |
| 13 | – | 13 | |
| (653) | (119) | (772) | |
| 9 | – | 9 | |
| 8 | – | 130 | 130 |
| 2,656 | (341) | 2,315 | |
| 9 | (597) | 230 | (367) |
| 2,059 | (111) | 1,948 | |
| 10 | |||
| 24.8p | |||
| 23.7p | |||
| speciƬc items Restated |
items Restated |
a For a deƬnition of speciƬc items, see page 128. An analysis of speciƬc items is provided in note 8. b
Restated, see note 1.
| Before | SpeciƬc | |||
|---|---|---|---|---|
| speciƬc items | a items |
Total | ||
| b Restated |
b Restated |
b Restated |
||
| Year ended 31 March 2012 | Notes | £m | £m | £m |
| Revenue | 4 | 19,397 | (410) | 18,987 |
| Operating costs | 5 | (16,335) | 237 | (16,098) |
| Operating proƬt (loss) | 4 | 3,062 | (173) | 2,889 |
| Finance expense | 25 | (692) | (98) | (790) |
| Finance income | 11 | – | 11 | |
| Net Ƭnance expense | (681) | (98) | (779) | |
| Share of post tax proƬt of associates and joint ventures | 10 | – | 10 | |
| ProƬt (loss) before taxation | 2,391 | (271) | 2,120 | |
| Taxation | 9 | (576) | 212 | (364) |
| ProƬt (loss) for the year | 1,815 | (59) | 1,756 | |
| Earnings per share | 10 | |||
| Basic | 22.6p | |||
| Diluted | 21.4p | |||
a For a deƬnition of speciƬc items, see page 128. An analysis of speciƬc items is provided in note 8. b
Restated, see note 1.
| 2013 a |
2012 a |
|||
|---|---|---|---|---|
| Year ended 31 March | Notes | 2014 £m |
Restated £m |
Restated £m |
| ProƬt for the year | 2,018 | 1,948 | 1,756 | |
| Other comprehensive (loss) income | ||||
| Items that will not be reclassiƬed to the income statement | ||||
| Actuarial losses relating to retirement beneƬt obligations | 19 | (1,179) | (3,569) | (2,419) |
| Tax on actuarial losses | 9 | 16 | 762 | 522 |
| Items that may be reclassiƬed subsequently to the income statement | ||||
| Exchange diƪerences on translation of foreign operations | 27 | (176) | 59 | (105) |
| Fair value movements on available-for-sale assets | 27 | (27) | 14 | (3) |
| Fair value movements on cash Ʈow hedges | ||||
| – net fair value (losses) gains | 27 | (528) | 105 | (56) |
| – recognised in income and expense | 27 | 384 | (168) | 179 |
| Tax on components of other comprehensive income that may be reclassiƬed | 9, 27 | 4 | 24 | (23) |
| Other comprehensive loss for the year, net of tax | (1,506) | (2,773) | (1,905) | |
| Total comprehensive income (loss) for the year | 512 | (825) | (149) |
a Restated, see note 1.
| 2014 | 2013 | |
|---|---|---|
| At 31 March Notes |
£m | £m |
| Non-current assets | ||
| Intangible assets 12 |
3,087 | 3,258 |
| Property, plant and equipment 13 |
13,840 | 14,153 |
| Derivative Ƭnancial instruments 26 |
539 | 1,080 |
| Investments 22 |
34 | 64 |
| Associates and joint ventures | 18 | 28 |
| Trade and other receivables 16 |
214 | 184 |
| Deferred tax assets 9 |
1,460 | 1,438 |
| 19,192 | 20,205 | |
| Current assets | ||
| Programme rights 15 |
108 | – |
| Inventories | 82 | 103 |
| Trade and other receivables 16 |
2,907 | 2,930 |
| Current tax receivable | 26 | 16 |
| Derivative Ƭnancial instruments 26 |
114 | 170 |
| Investments 22 |
1,774 | 531 |
| Cash and cash equivalents 23 |
695 | 924 |
| 5,706 | 4,674 | |
| Current liabilities | ||
| Loans and other borrowings 24 |
1,873 | 1,736 |
| Derivative Ƭnancial instruments 26 |
139 | 74 |
| Trade and other payables 17 |
5,261 | 5,574 |
| Current tax liabilities | 315 | 100 |
| Provisions 18 |
99 | 120 |
| 7,687 | 7,604 | |
| Total assets less current liabilities | 17,211 | 17,275 |
| Non-current liabilities Loans and other borrowings 24 |
7,941 | 8,277 |
| Derivative Ƭnancial instruments 26 |
679 | 802 |
| Retirement beneƬt obligations 19 |
7,022 | 5,856 |
| Other payables 17 |
898 | 883 |
| Deferred tax liabilities 9 |
829 | 1,209 |
| Provisions 18 |
434 | 510 |
| 17,803 | 17,537 | |
| Equity | ||
| Ordinary shares | 408 | 408 |
| Share premium | 62 | 62 |
| Own shares 20 |
(829) | (832) |
| Other reserves 27 |
1,447 | 1,790 |
| Retained loss | (1,680) | (1,690) |
| Total (deƬcit) equity | (592) | (262) |
| 17,211 | 17,275 |
The consolidated Ƭnancial statements on pages 122 to 176 and 181 were approved by the Board of Directors on 7 May 2014 and were signed on its behalf by
Sir Michael Rake
Chairman
Gavin Patterson Chief Executive
Tony Chanmugam Group Finance Director
| Retained | Total | ||||||
|---|---|---|---|---|---|---|---|
| Share | Share | Own | Other | (loss) | (deƬcit) | ||
| a capital |
b premium |
c shares |
d reserves |
earnings | equity | ||
| Notes | £m | £m | £m | £m | £m | £m | |
| At 1 April 2011 | 408 | 62 | (1,078) | 1,763 | 796 | 1,951 | |
| ProƬt for the yeare | – | – | – | – | 1,756 | 1,756 | |
| Other comprehensive loss – before taxe | – | – | – | (163) | (2,420) | (2,583) | |
| Tax on other comprehensive losse | 9 | – | – | – | (23) | 522 | 499 |
| Transferred to the income statement | – | – | – | 179 | – | 179 | |
| Comprehensive loss | – | – | – | (7) | (142) | (149) | |
| Dividends to shareholders | 11 | – | – | – | – | (589) | (589) |
| Share-based payments | 21 | – | – | – | – | 75 | 75 |
| Tax on share-based payments | 9 | – | – | – | – | 17 | 17 |
| Net issuance of own shares | – | – | 60 | – | (40) | 20 | |
| Other movements | – | – | – | – | (17) | (17) | |
| At 1 April 2012 | 408 | 62 | (1,018) | 1,756 | 100 | 1,308 | |
| ProƬt for the yeare | – | – | – | – | 1,948 | 1,948 | |
| Other comprehensive income (loss) – before taxe | – | – | – | 178 | (3,569) | (3,391) | |
| Tax on other comprehensive income (loss)e | 9 | – | – | – | 24 | 762 | 786 |
| Transferred to the income statement | – | – | – | (168) | – | (168) | |
| Comprehensive income (loss) | – | – | – | 34 | (859) | (825) | |
| Dividends to shareholders | 11 | – | – | – | – | (684) | (684) |
| Share-based payments | 21 | – | – | – | – | 64 | 64 |
| Tax on share-based payments | 9 | – | – | – | – | 68 | 68 |
| Net buyback of own shares | 20 | – | – | 186 | – | (379) | (193) |
| At 1 April 2013 | 408 | 62 | (832) | 1,790 | (1,690) | (262) | |
| ProƬt for the year | – | – | – | – | 2,018 | 2,018 | |
| Other comprehensive loss – before tax | – | – | – | (731) | (1,179) | (1,910) | |
| Tax on other comprehensive loss | 9 | – | – | – | 4 | 16 | 20 |
| Transferred to the income statement | – | – | – | 384 | – | 384 | |
| Comprehensive (loss) income | – | – | – | (343) | 855 | 512 | |
| Dividends to shareholders | 11 | – | – | – | – | (781) | (781) |
| Share-based payments | 21 | – | – | – | – | 60 | 60 |
| Tax on share-based payments | 9 | – | – | – | – | 106 | 106 |
| Net buyback of own shares | 20 | – | – | 3 | – | (230) | (227) |
| At 31 March 2014 | 408 | 62 | (829) | 1,447 | (1,680) | (592) |
a The allotted, called up, and fully paid ordinary share capital of BT Group plc at 31 March 2014 and 31 March 2013 was £408m, comprising 8,151,227,029 ordinary shares of 5p each. b
The share premium account, comprising the premium on allotment of shares, is not available for distribution. c
For further analysis of own shares, see note 20.
d For further analysis of other reserves, see note 27.
e Restated, see note 1.
| Year ended 31 March | 2014 Note £m |
2013 £m |
2012 £m |
|---|---|---|---|
| Cash Ʈow from operating activities ProƬt before taxationa |
2,312 | 2,315 | 2,120 |
| Loss (proƬt) on disposal of interest in associates and joint ventures | 4 | (130) | – |
| Share of post tax loss (proƬt) of associates and joint ventures | 3 | (9) | (10) |
| Net Ƭnance expensea | 826 | 772 | 779 |
| a Operating proƬt |
3,145 | 2,948 | 2,889 |
| Other non-cash charges | 39 | 56 | 106 |
| (ProƬt) loss on disposal of businesses | – | (7) | 19 |
| Depreciation and amortisation | 2,695 | 2,843 | 2,972 |
| Decrease in inventories | 16 | 3 | 12 |
| (Increase) decrease in trade and other receivables | (259) | 454 | 28 |
| Decrease in trade and other payables | (159) | (459) | (65) |
| Decrease in other liabilitiesb | (234) | (281) | (1,891) |
| Decrease in provisions | (100) | (198) | (112) |
| Cash generated from operationsc | 5,143 | 5,359 | 3,958 |
| Income taxes paid | (347) | (64) | (400) |
| Net cash inƮow from operating activities | 4,796 | 5,295 | 3,558 |
| Cash Ʈow from investing activities | |||
| Interest received | 6 | 9 | 8 |
| Dividends received from associates and joint ventures | 1 | 3 | 4 |
| Proceeds on disposal of interest in associates and joint ventures | 2 | 270 | 7 |
| Proceeds on disposal of businesses, net of cash and bank overdrafts | – | 17 | 13 |
| Acquisition of joint ventures | (3) | (5) | – |
| Acquisition of subsidiaries, net of cash acquired | (21) | (60) | (5) |
| Proceeds on disposal of current Ƭnancial assetsd | 7,531 | 8,856 | 8,329 |
| Purchases of current Ƭnancial assetsd | (8,773) | (8,875) | (8,845) |
| Proceeds on sale of non-current Ƭnancial assets | 3 | 1 | 1 |
| Proceeds on disposal of property, plant and equipment | 10 | 43 | 18 |
| Purchases of property, plant and equipment and software | (2,356) | (2,481) | (2,578) |
| Purchases of telecommunications licences | – | (202) | – |
| Net cash outƮow from investing activities | (3,600) | (2,424) | (3,048) |
| Cash Ʈow from Ƭnancing activities | |||
| Equity dividends paid | (778) | (683) | (590) |
| Interest paid | (614) | (701) | (693) |
| Repayment of borrowingse | (321) | (1,663) | (26) |
| Repayment of Ƭnance lease liabilities | (18) | (15) | (2) |
| Net (repayment of) proceeds from commercial paper | (420) | 153 | 522 |
| Proceeds from bank loans and bonds | 1,195 | 798 | – |
| Cash Ʈows from derivatives related to net debt | (209) | 33 | 258 |
| Proceeds from issue of own shares | 75 | 109 | 21 |
| Repurchase of ordinary share capital | (302) | (302) | – |
| Net cash used in Ƭnancing activities | (1,392) | (2,271) | (510) |
| Net (decrease) increase in cash and cash equivalents | (196) | 600 | – |
| Opening cash and cash equivalents | 919 | 323 | 325 |
| Net (decrease) increase in cash and cash equivalents | (196) | 600 | – |
| Eƪect of exchange rate changes | (39) | (4) | (2) |
| Closing cash and cash equivalents | 23 684 |
919 | 323 |
a Restated, see note 1.
b Includes pension deƬcit payments of £325m 201213: £325m, 201112: £2,000m). c
Includes cash Ʈows relating to T9 programme rights. d
Primarily consists of investment in and redemption of amounts held in liTuidity funds. e
Repayment of borrowings includes the impact of hedging.
These consolidated Ƭnancial 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 Ƭnancial statements are also in compliance with IFRS as issued by the International Accounting Standards Board (the IASB). The consolidated Ƭnancial statements are prepared on a going concern basis.
The consolidated Ƭnancial statements are prepared on the historical cost basis, except for certain Ƭnancial and equity instruments that have been measured at fair value. The consolidated Ƭnancial statements are presented in Sterling, the functional currency of BT Group plc, the parent company.
IAS 19 nEmployee BeneƬts' (Revised 2011) was eƪective for the group from 1 April 2013. We have restated the comparative Ƭgures for the year ended 31 March 2013 and 31 March 2012 to reƮect the position had it applied in those years. Implementation had the following impact
Overall, reported proƬt before tax and reported proƬt after tax, which are after the impact of speciƬc items, were reduced by £186m for the year ended 31 March 2013 (2011/12 £325m) and £143m for the year ended 31 March 2013 (2011/12 £247m), respectively. Reported basic and diluted earnings per share were reduced by 1.9p and 1.8p for the year ended 31 March 2013 respectively (2011/12 3.2p and 3.0p). EBITDA and adjusted proƬt before tax reduced by £38m for the year ended 31 March 2013 (2011/12 £30m). There is no impact on the group's free cash Ʈow.
To simplify our reporting, from 1 April 2013 we no longer separately report other operating income. We have re-presented items previously reported as other operating income as either revenue or a reduction in operating costs, as appropriate.
For the year ended 31 March 2013 this change increased revenue by £86m (2011/12 £90m), and it reduced operating costs by £313m (2011/12 £278m). There is no impact on the group's EBITDA or proƬt before tax or earnings per share.
Eƪective from 1 April 2013, we also made a number of changes to simplify our internal trading and more closely align our line of business Ƭnancial results with our regulatory accounts. We also adjusted the disclosure of our lines of business to reƮect customer account moves and to better reƮect their commercial activity. In order to present historical information on a consistent basis, we have revised comparative information for the years ended 31 March 2013 and 31 March 2012 for a number of items that impact the Ƭnancial results of individual lines of business, but have no impact on the total group results.
During the year, BT Retail was divided into two separate lines of business, BT Business and BT Consumer. Segmental reporting for the current and previous years has been revised to reƮect the new structure. Cash generating units have also been revised to reƮect the new structure (see note 12). We have revised balance sheet comparatives to present them on a consistent basis. Accrued income at 31 March 2013 increased by £53m, with a corresponding increase of £53m in deferred income.
The overall impact on the lines of business of the simpliƬcation of internal trading and the split of BT Retail is disclosed in note 4.
The following new and amended standards adopted during the year did not have any signiƬcant impact on the group.
These amendments require entities to disclose information about rights of oƪset and related arrangements for Ƭnancial instruments under an enforceable master netting agreement or similar arrangement. The amendments also require disclosures to be provided for comparative periods.
In accordance with IFRS as issued by the IASB, IFRS 10, IFRS 11, IFRS 12, IAS 27 revised and IAS 28 revised are eƪective for the group from 1 April 2013. However for IFRS as adopted by the European Union, the mandatory application of these standards is only required for the group's accounting period beginning on 1 April 2014. These accounting standards were therefore adopted early by the group for the accounting period commencing on 1 April 2013 in order to avoid diƪerences between IFRS as issued by the IASB and IFRS as adopted by the European Union.
The standard provides a single source of guidance for fair value measurements and disclosures. It also provides a new deƬnition of fair value and it does not change the requirements regarding which items should be measured or disclosed at fair value. IFRS 13 is applied prospectively eƪective from 1 April 2013.
The group's income statement and segmental analysis separately identify trading results before speciƬc items. SpeciƬc items are those that in management's judgement need to be disclosed separately by virtue of their si]e, nature or incidence. In determining whether an event or transaction is speciƬc, management considers quantitative as well as qualitative factors such as the frequency or predictability of occurrence. This is consistent with the way that Ƭnancial 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 group's results in this way is relevant to an understanding of the group's Ƭnancial performance, as speciƬc items are identiƬed by virtue of their si]e, 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 Ƭnancial performance is measured by management and reported to the Board and the Operating Committee. SpeciƬc items may not be comparable to similarly titled measures used by other companies.
SpeciƬc items include disposals of businesses and investments, regulatory settlements, historic insurance or litigation claims, business restructuring programmes, asset impairment charges, property rationalisation programmes, net interest on pensions and the settlement of multiple tax years.
SpeciƬc items for the current and prior years are disclosed in note 8.
The preparation of Ƭnancial statements in conformity with IFRS requires the use of accounting estimates and assumptions. It also requires management to exercise its judgement in the process of applying the group's accounting policies. We continually evaluate our estimates, assumptions and judgements based on available information and experience. As the use of estimates is inherent in Ƭnancial reporting, actual results could diƪer from these estimates. Management has discussed its critical accounting estimates and associated disclosures with the Audit & Risk Committee. The areas involving a higher degree of judgement or complexity are described below.
Long-term customer contracts can extend over a number of Ƭnancial years. During the contractual period recognition of costs and proƬts may be impacted by estimates of the ultimate proƬtability of each contract. If, at any time, these estimates indicate that any contract will be unproƬtable, the entire estimated loss for the contract is recognised immediately. If these estimates indicate that any contract will be less proƬtable 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 proƬtability reviews of its contracts in order to determine whether the latest estimates are appropriate.
The carrying value of assets comprising the costs of the initial set up, transition or transformation phase of long-term networked IT services contracts is disclosed in note 16.
BT has a commitment, mainly through the BTPS, to pay pension beneƬts to approximately 313,000 people over a period of more than 80 years. The accounting cost of these beneƬts 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, price inƮation 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 Ƭnancial statements. The assumptions reƮect historical experience and our judgement regarding future expectations.
The value of the net pension obligation at 31 March 2014, the key Ƭnancial assumptions used to measure the obligation, the sensitivity of the IAS 19 (Revised 2011) pension liability at 31 March 2014, and of the income statement charge in 2014/15 to changes in these assumptions are disclosed in note 19.
The plant and equipment in our networks is long lived with cables and switching equipment operating for over ten years and underground ducts being used for decades. We also develop 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 reƮect current thinking on the remaining lives in light of technological change, network investment plans (including the group's Ƭbre rollout programme), prospective economic utilisation and physical condition of the assets concerned. Changes to the service lives of assets implemented from 1 April 2013 had no signiƬcant impact in aggregate on the results for the year ended 31 March 2014.
The carrying values of software and property, plant and equipment are disclosed in notes 12 and 13. The useful lives applied to the principal categories of assets are disclosed on page 131.
As disclosed in note 18, the group's provisions principally relate to obligations arising from property rationalisation programmes, restructuring programmes, claims, litigation and regulatory risks. Under our property rationalisation programmes we have identiƬed a number of surplus properties. Although eƪorts 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 outƮow of resources is considered probable and a reasonable estimate can be made of the likely outcome. The prices at which certain services are charged are regulated and may be subject to retrospective adjustment by regulators. Estimates are used in assessing the likely value of the regulatory risk. For all risks, the ultimate liability may vary from the amounts provided and will be dependent upon the eventual outcome of any settlement.
Management exercise judgement in measuring the exposures to contingent liabilities (see note 29) through assessing the likelihood that a potential claim or liability will arise and in quantifying the possible range of Ƭnancial outcomes.
The actual tax we pay on our proƬts is determined according to complex tax laws and regulations. Where the eƪect of these laws and regulations is unclear, we use estimates in determining the liability for the tax to be paid on our past proƬts which we recognise in our Ƭnancial 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 Ƭnal determination of prior year tax liabilities could be diƪerent from the estimates reƮected in the Ƭnancial statements and may result in the recognition of an additional tax expense or tax credit in the income statement.
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, taking into account the expected timing and level of future taxable income.
The value of the group's income tax assets and liabilities is disclosed on the balance sheet on page 124. The carrying value of the group's deferred tax assets and liabilities is disclosed in note 9.
The recoverable amount of cash generating units (CGUs) has been determined based on value-in-use calculations. These calculations require the use of estimates, including management's expectations of future revenue growth, operating costs, proƬt margins and operating cash Ʈows for each CGU.
As a result of the split of BT Retail into two separate businesses, BT Business and BT Consumer, as set out on page 127, the BT Retail CGU has been reƮected as two separate CGUs, BT Business and BT Consumer. Goodwill previously within BT Retail was reallocated accordingly.
The carrying value of goodwill and the key assumptions used in performing the annual impairment assessment are disclosed in note 12.
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 16.
The signiƬcant accounting policies applied in preparation of these consolidated Ƭnancial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Revenue represents the fair value of the consideration received or receivable for communication services and equipment sales, net of discounts and sales taxes. Revenue is recognised when it is probable that the economic beneƬts associated with a transaction will Ʈow 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.
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 it relates. Revenue from calls is recognised at the time the call is made over the group's 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 from the interconnection of voice and data traƯc between other telecommunications operators is recognised at the time of transit across the group's network.
Revenue from the sale of equipment is recognised when all the signiƬcant risks and rewards of ownership are transferred to the buyer, which is normally the date the equipment is delivered and accepted by the customer.
Revenue from long-term contractual arrangements including Ƭxed price contracts to design and build software solutions, 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 such as 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 except for an element of costs incurred in the initial contract set up, transition or transformation phase, which 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 contract term, unless the pattern of service delivery indicates a diƪerent proƬle is appropriate. These costs are directly attributable to speciƬc contracts, relate to future activity, will generate future economic beneƬts 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 Ƭnancial outcome of a contract can be estimated with reasonable certainty, no attributable proƬt 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, or costs are accrued to bring the margin to nil. Recognised revenue and proƬts 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.
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.
The group's operating segments are reported based on Ƭnancial information provided to the Operating Committee, as detailed on page 22, which is the key management committee and represents the nchief operating decision maker'.
During the year, BT Retail split into two separate businesses, BT Business and BT Consumer. The split enables BT to better serve its customers and focus even more on delivering its strategic priorities. Each of BT Business and BT Consumer meet the criteria for operating and reportable segments, as set out in IFRS 8 nOperating Segments'. The segment disclosure reƮects this new structure and prior year comparative information has been presented on a consistent basis.
The group's organisational structure reƮects the diƪerent customer groups to which it provides communications products and services via its customer-facing lines of business BT Global Services, BT Business, BT Consumer, BT Wholesale and Openreach. The customer-facing lines of business are supported by an internal service unit BT Technology, Service & Operations (BT TSO).
The customer-facing lines of business are the group's reportable segments and generate substantially all the group's revenue. The remaining operations of the group are aggregated and included within the nOther' category to reconcile to the consolidated results of the group. The nOther' category includes BT TSO and the group's centralised functions including procurement and supply chain, Ʈeet and property management.
Provisions for the settlement of signiƬcant legal, commercial and regulatory disputes, which are negotiated at a group level, are initially recorded in the nOther' segment. On resolution of the dispute, the full impact is recognised in the relevant line of business' results and oƪset in the group results through the utilisation of the provision previously charged to the nOther' segment. Settlements which are particularly signiƬcant or cover more than one Ƭnancial year may fall within the deƬnition of speciƬc items as detailed on page 128.
The costs incurred by BT TSO are recharged to the customer-facing lines of business to reƮect the services it provides to them. Depreciation and amortisation incurred by BT TSO in relation to the networks and systems it manages and operates on behalf of the customer-facing lines of business is allocated to the lines of business based on their respective utilisation. Capital expenditure incurred by BT TSO for speciƬc 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 between them based on the proportion of estimated future economic beneƬts. BT TSO and the group's centralised functions are not reportable segments as they did not meet the quantitative thresholds as set out in IFRS 8 nOperating Segments' for any of the years presented.
Performance of each reportable segment is measured based on adjusted EBITDA, deƬned as EBITDA before speciƬc items, as included in the internal Ƭnancial reports reviewed by the Operating Committee. EBITDA is deƬned as the operating proƬt or loss before depreciation, amortisation, net Ƭnance expense and taxation. Adjusted EBITDA is considered to be a useful measure of the operating performance of the lines of business because it approximates to the underlying operating cash Ʈow by eliminating depreciation and amortisation and also provides a meaningful analysis of trading performance by excluding speciƬc items, which are disclosed separately by virtue of their si]e, nature or incidence. SpeciƬc items are detailed in note 8 and are not allocated to the reportable segments as this reƮects how they are reported to the Operating Committee. Finance expense and income are not allocated to the reportable segments, as the central treasury function manages this activity, together with the overall net debt position of the group.
The group's net obligation in respect of deƬned beneƬt pension plans isthe present value of the deƬned beneƬt obligation less the fair value of the plan assets.
The calculation of the obligation is performed by a qualiƬed actuary using the projected unit credit method and key actuarial assumptions at the balance sheet date.
The income statement expense is allocated between an operating charge and net Ƭnance income or expense. The operating charge reƮects the increase in the deƬned beneƬt obligation resulting from the pension beneƬt earned by active employees in the current period and the costs of administering the plans. The net Ƭnance income or expense reƮects the interest on the retirement beneƬt obligations recognised in the group balance sheet, based on the discount rate 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 group statement of comprehensive income.
The group also operates deƬned contribution pension plans and the income statement expense represents the contributions payable for the year.
Property, plant and equipment
Property, plant and equipment are included at historical cost, net of accumulated depreciation, government grants and any impairment charges. An item of property, plant and equipment is derecognised on disposal or when no future economic beneƬts are expected to arise from the continued use of the asset. The diƪerence between the sale proceeds and the net book value at the date of disposal is recognised in operating costs in the income statement.
Included within the cost for network infrastructure and equipment are direct and indirect labour costs, materials and directly attributable overheads. Depreciation is provided on property, plant and equipment on a straight line basis from the time the asset is available for use, to write oƪ the asset's cost over the estimated useful life taking into account any expected residual value. Freehold land is not depreciated.
The lives assigned to principal categories of assets are as follows
| Land and buildings – Freehold buildings – Leasehold land and buildings |
40 years Unexpired portion of lease or 40 years, whichever is the shorter |
|---|---|
| Network infrastructure | |
| Transmission equipment | |
| – Duct | 40 years |
| – Cable | 3 to 25 years |
| – Fibre | 5 to 20 years |
| Exchange equipment | 2 to 13 years |
| Other network equipment | 2 to 20 years |
| Other assets | |
| – Motor vehicles | 2 to 9 years |
| – Computers and oƯce equipment | 3 to 6 years |
Assets held under Ƭnance 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.
IdentiƬable intangible assets are recognised when the group controls the asset, it is probable that future economic beneƬts attributable to the asset will Ʈow to the group and the cost of the asset can be reliably measured. All intangible assets, other than goodwill, are amortised over their useful economic life. The method of amortisation reƮects 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 represents the excess of the cost of an acquisition over the fair value of the group's share of the identiƬable net assets (including intangible assets) of the acquired business.
For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the CGUs that is expected to beneƬt from the business combination. Each CGU to which goodwill is allocated represents the lowest level within the group at which the goodwill is monitored for internal management purposes.
Computer software comprises computer software licences purchased from third parties, and also the cost of internally developed software. Computer software licences purchased from third parties are initially recorded at cost. Costs directly associated with the production of internally developed software are capitalised only where it is probable that the software will generate future economic beneƬts.
Licence fees paid to governments, which permit telecommunications activities to be operated for deƬned periods, are initially recorded at cost and amortised from the time the network is available for use to the end of the licence period.
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 management's estimates of revenue and proƬts to be generated by the acquired businesses.
The estimated useful economic lives assigned to the principal categories of intangible assets are as follows
| – Computer software | 2 to 10 years |
|---|---|
| – Telecommunications licences | 2 to 20 years |
| – Customer relationships and brands | 5 to 15 years |
Programme rights are recognised on the balance sheet from the point at which the legally enforceable licence period begins. Rights for which the licence period has not started are disclosed as contractual commitments in note 15. Payments made to receive commissioned or acquired programming in advance of the legal right to broadcast the programmes are classiƬed as prepayments.
Programme rights are initially recognised at cost and are amortised from the point at which they are available for use, on a straight line basis over the programming period, or the remaining licence term, as appropriate. The amortisation charge is recorded within operating costs in the income statement.
Programmes produced internally are recognised within current assets at production cost, which includes labour costs and an appropriate portion of relevant overheads, and charged to the income statement over the period of the related broadcast.
Programme rights are tested for impairment in accordance with the group's policy for impairment of non-Ƭnancial assets set out on page 132. Related cash outƮows are classiƬed as operating cash Ʈows in the cash Ʈow statement.
Provisions are recognised when the group has a present legal or constructive obligation as a result of past events, it is probable that an outƮow 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 Ʈows at a pre-tax rate that reƮects current market assessments of the time value of money and the risks speciƬc to the liability. Financial liabilities within provisions are initially recognised at fair value and subsequently carried at amortised cost using the eƪective interest method. Onerous lease provisions are measured at the lower of the cost to fulƬl or to exit the contract.
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 company's 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 diƪerences between the carrying amount of the group's assets and liabilities and their tax base. Deferred income tax assets and liabilities are oƪset when there is a legally enforceable right to oƪset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or diƪerent taxable entities where there is an intention to settle the balances on a net basis. 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 proƬts, within the same jurisdiction, in the foreseeable future against which the deductible temporary diƪerence 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.
The group Ƭnancial statements consolidate the Ƭnancial statements of BT Group plc (nthe company') and its subsidiaries, and they incorporate its share of the results of associates and joint ventures using the equity method of accounting.
A subsidiary is an entity that is controlled by another entity, known as the parent or investor. An investor controls an investee when the investor is exposed, or has rights, to variable returns from its involvement with the Investee and has the ability to aƪect those returns through its power over the Investee. Non-controlling interests in the net assets of consolidated subsidiaries, which 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, are not material to the group's Ƭnancial statements.
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, accounting policies of subsidiaries have been aligned with the policies adopted by the group. All intra-group transactions including any gains or losses, balances, income or expenses are eliminated in full on consolidation.
When the group loses control of a subsidiary, the proƬt or loss on disposal is calculated as the diƪerence 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. The proƬt or loss on disposal is normally recognised as a speciƬc item.
The consideration 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 expensed as incurred. The acquiree's identiƬable 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 acquirer's previously held equity interest in the acquiree (if any) over the net of the fair values of the identiƬable assets and liabilities at the date of acquisition.
Intangible assets with Ƭnite 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 Ʈows (value in use) of the relevant cash generating unit and the fair value less cost to sell.
Goodwill is reviewed for impairment at least annually. Impairment losses are recognised in the income statement, normally as a speciƬc item. If a cash generating unit is impaired, impairment losses are allocated Ƭrstly against goodwill, and secondly on a pro rata basis against intangible and other assets.
Government grants are recognised when there is reasonable assurance that the conditions associated with the grants have been complied with and the grants will be received.
Grants for the purchase or production of property, plant and equipment are deducted from the cost of the related assets and reduce future depreciation expense accordingly. Grants for the reimbursement of operating expenditure are deducted from the related category of costs in the income statement. Government grants received relating to future expenditure are recognised as payments received in advance within Other payables.
Once a government grant is recognised, any related contingent liability or contingent asset is treated in accordance with IAS 37 nProvisions, Contingent Liabilities and Contingent Assets'.
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 transactions and the translation of monetary assets and liabilities denominated in foreign currencies at period end exchange rates are recognised in the income statement line which most appropriately reƮects the nature of the item or transaction.
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 eƪects of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions). Foreign exchange diƪerences 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 diƪerence associated with the undertaking in the translation reserve is charged or credited to the gain or loss on disposal recognised in the income statement.
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 beneƬts will Ʈow to the group from the asset being developed, the cost of the asset can be reliably measured and technical feasibility can be demonstrated, in which case it is capitalised as an intangible asset on the balance sheet. 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.
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 fulƬlment of the arrangement is dependent on the use of a speciƬc 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 classiƬed as Ƭnance 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 Ƭnance leases, net of Ƭnance charges in respect of future periods, are recognised as liabilities. Leases are subsequently measured at amortised cost using the eƪective interest method.
Leases where a signiƬcant portion of the risks and rewards are held by the lessor are classiƬed as operating leases. Rentals are charged to the income statement on a straight line basis over the period of the lease.
Own shares represent the shares of the parent company BT Group plc that are held in treasury or by employee share ownership trusts. Own shares are recorded at cost and deducted from equity. When shares vest unconditionally or are cancelled they are transferred from the own shares reserve to retained earnings at their weighted average cost.
The group operates a number of equity settled share-based payment arrangements, under which the group receives services from employees in consideration for equity instruments (share options and shares) of the group. Equity settled share-based payments are measured at fair value at the date of grant excluding the eƪect of non market-based vesting conditions 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 as an expense on a straight line basis over the vesting period, based on the group's estimate of the options or shares that will eventually vest and adjusted for the eƪect 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 share-based payment arrangement.
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 are treated as accelerated vesting and all remaining future charges are immediately recognised in the income statement. As the requirement to save under an employee saveshare arrangement is a non-vesting condition, employee cancellations are treated as an accelerated vesting.
Awards that lapse or are forfeited result in a credit to the income statement (reversing all previously recognised charges) in the year in which they lapse or are forfeited.
Termination beneƬts (leaver costs) are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these beneƬts. The group recognises termination beneƬts when it is demonstrably committed to the aƪected employees leaving the group.
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 eƪective interest method.
Loans and other borrowings are initially recognised at the fair value of amounts received net of transaction costs. Loans and other borrowings are subsequently measured at amortised cost using the eƪective interest method and, if included in a fair value hedge relationship, are re-valued to reƮect the fair value movements on the hedged risk associated with the loans and other borrowings. The resulting amortisation of fair value movements, on de-designation of the hedge, is recognised in the income statement.
Liquid and other investments are classiƬed as available-for-sale investments and 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 Ƭnancial 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 reƮects the nature of the item or transaction. On disposal or impairment of the investments, any gains and losses that have been deferred in other comprehensive income are re-classiƬed to the income statement. Dividends on equity investments are recognised in the income statement when the group's right to receive payment is established. Equity investments are recorded in non-current assets unless they are expected to be sold within one year.
Trade and other receivables
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 eƪective interest method, less provisions made for doubtful receivables. Provisions are made speciƬcally 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 comprise cash in hand and current balances with banks and similar institutions, which are readily convertible to cash and are subject to insigniƬcant risk of changes in value and have an original maturity of three months or less. For the purpose of the consolidated cash Ʈow statement, cash and cash equivalents are as deƬned above net of outstanding bank overdrafts. Bank overdrafts are included within loans and other borrowings, in current liabilities on the balance sheet.
Financial assets and liabilities at fair value through proƬt or loss All of the group's derivative Ƭnancial instruments are held for trading and classiƬed as fair value through proƬt or loss.
The group uses derivative Ƭnancial instruments mainly to reduce exposure to foreign exchange and interest rate risks. The group's policy is not to use derivatives for trading purposes. However, derivatives that do not qualify for hedge accounting or are speciƬcally not designated as a hedge where natural oƪset is more appropriate are initially recognised and subsequently measured at fair value through proƬt and loss. Any direct transaction costs are recognised immediately in the income statement. Gains and losses on re-measurement are recognised in the income statement in the line that most appropriately reƮects the nature of the item or transaction to which they relate. Derivative Ƭnancial instruments are classiƬed as current assets or current liabilities where they have a maturity period within 12 months. Where derivative Ƭnancial instruments have a maturity period greater than 12 months, they are classiƬed within either non-current assets or non-current liabilities.
Where the fair value of a derivative contract at initial recognition is not supported by observable market data and diƪers from the transaction price, a day one gain or loss will arise which is not recognised in the income statement. Such gains and losses are deferred and amortised to the income statement based on the remaining contractual term and as observable market data becomes available.
Where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the hedge. To qualify for hedge accounting, hedge documentation must be prepared at inception and the hedge must be expected to be highly eƪective both prospectively and retrospectively. The hedge is tested for eƪectiveness at inception and in subsequent periods in which the hedge remains in operation. Hedge accounting is discontinued when the hedging instrument expires, or is sold, terminated or no longer qualiƬes for hedge accounting or the group chooses to end the hedge relationship. The group designates certain derivatives as either cash Ʈow hedges or fair value hedges.
When a derivative Ƭnancial instrument is designated as a hedge of the variability in cash Ʈows of a recognised asset or liability, or a highly probable transaction, the eƪective part of any gain or loss on the derivative Ƭnancial instrument is recognised directly in equity, in the cash Ʈow reserve. For cash Ʈow hedges of recognised assets or liabilities, the associated cumulative gain or loss is removed from equity and recognised in the same line of the income statement and in the same period or periods that the hedged transaction aƪects the income statement. Any ineƪectiveness arising on a cash Ʈow hedge of a recognised asset or liability is recognised immediately in the same income statement line as the hedged item. Where ineƪectiveness arises on highly probable transactions, it is recognised in the income statement line which most appropriately reƮects the nature of the item or transaction.
When a derivative Ƭnancial instrument is designated as a hedge of the variability in fair value of a recognised asset or liability, or unrecognised Ƭrm commitment, the change in fair value of the derivative that is designated as a fair value hedge is recorded in the income statement at each reporting date, together with any changes in fair value of the hedged asset or liability that is attributable to the hedged risk.
IFRS 9 nFinancial Instruments' was re-issued in October 2010 and amended in November 2013. It is applicable to Ƭnancial assets and Ƭnancial liabilities. The standard covers the classiƬcation, measurement and derecognition of Ƭnancial assets and Ƭnancial liabilities together with a new hedge accounting model. The IASB intends to expand IFRS 9 to add new requirements for impairment. The mandatory eƪective date for IFRS 9 is 1 January 2018. The standard has not yet been endorsed by the EU. The group will consider the impact of IFRS 9 when the remaining phases of the IAS 39 Replacement Project are complete.
The amendments clarify existing application issues relating to the oƪsetting requirements. SpeciƬcally, the amendments clarify the meaning of "currently has a legally enforceable right of set-oƪ and a simultaneous realisation and settlementq. The amendments are eƪective for the group from 1 April 2014. The group does not expect these changes to have a signiƬcant impact on the group's results or Ƭnancial position.
There are no other standards or interpretations that are not yet eƪective that would be expected to have a material impact on the group.
The deƬnition of the group's operating and reportable segments is provided on page 130.
Eƪective from 1 April 2013 we simpliƬed our internal trading and more closely aligned our line of business Ƭnancial results with our regulatory accounts. This was in addition to the restatements disclosed in note 1 for the adoption of IAS 19 (Revised 2011) and presentational changes relating to other operating income. The comparatives for 2012/13 and 2011/12 have been restated to reƮect these changes and ensure prior year results are presented on a consistent basis. The impact on line of business results in 2012/13 was to increase revenue, EBITDA and operating proƬt in BT Global Services by £4m, £206m and £204m (2011/12 £3m, £208m and £219m), to increase revenue and EBITDA but decrease operating proƬt in BT Retail by £71m, £90m and £17m (2011/12 £79m, £107m and increase £13m), to reduce revenue, EBITDA and operating proƬt in BT Wholesale by £980m, £548m and £209m (2011/12 £980m, £541m and £196m), to increase revenue and EBITDA but reduce operating proƬt in BT Openreach by £48m, £328m and £128m (2011/12 £51m, £319m and £158m) and to increase revenue, reduce EBITDA and increase operating proƬt in Other by £36m, £114m and £112m (2011/12 £10m, £123m and £92m). Intra group revenues were decreased by £907m in 2012/13 (2011/12 £927m). The impact on total group results is shown in note 1.
Also, as explained on page 127, BT Retail was subsequently split into two reportable segments, BT Business and BT Consumer.
Information regarding the results of each reportable segment is provided below.
| Year ended 31 March 2014 | BT Global Services £m |
BT Business £m |
BT Consumer £m |
BT Wholesale £m |
Openreach £m |
Other £m |
Total £m |
|---|---|---|---|---|---|---|---|
| Segment revenue Internal revenue |
7,041 – |
3,509 (579) |
4,019 (49) |
2,422 – |
5,061 (3,239) |
147 (45) |
22,199 (3,912) |
| Revenue from external customers | 7,041 | 2,930 | 3,970 | 2,422 | 1,822 | 102 | 18,287 |
| EBITDAa Depreciation and amortisation |
932 (606) |
1,098 (206) |
833 (219) |
614 (245) |
2,601 (1,406) |
38 (13) |
6,116 (2,695) |
| Operating proƬtb | 326 | 892 | 614 | 369 | 1,195 | 25 | 3,421 |
| SpeciƬc items (note 8) Operating proƬt Net Ƭnance expensec Share of post tax loss of associates and joint ventures |
(276) 3,145 (826) (3) |
||||||
| Loss on disposal of interest in associates and joint ventures |
(4) | ||||||
| ProƬt before tax | 2,312 |
| Year ended 31 March 2013 (Restatedd) | BT Global Services £m |
BT Business £m |
BT Consumer £m |
BT Wholesale £m |
Openreach £m |
Other £m |
Total £m |
|---|---|---|---|---|---|---|---|
| Segment revenue Internal revenue |
7,170 – |
3,516 (579) |
3,846 (44) |
2,608 – |
5,115 (3,368) |
101 (26) |
22,356 (4,017) |
| Revenue from external customersb | 7,170 | 2,937 | 3,802 | 2,608 | 1,747 | 75 | 18,339 |
| EBITDAa Depreciation and amortisation |
832 (625) |
1,047 (245) |
968 (248) |
620 (254) |
2,642 (1,428) |
34 (43) |
6,143 (2,843) |
| Operating proƬt (loss)b | 207 | 802 | 720 | 366 | 1,214 | (9) | 3,300 |
| SpeciƬc items (note 8) Operating proƬt Net Ƭnance expensec |
(352) 2,948 (772) |
||||||
| Share of post tax proƬt of associates and joint ventures ProƬt on disposal of interest in associate |
9 130 |
||||||
| ProƬt before tax | 2,315 |
a EBITDA is stated before speciƬc items and is a non-GAAP measure provided in addition to the disclosure reTuirements deƬned under IFRS. The rationale for using non-GAAP measures is explained on pages 184 to 186. b
Before speciƬc items. c
Net Ƭnance expense includes speciƬc item expense of £235m 201213: £119m, 201112: £98m). See note 8. d
Restated, see note 1.
| BT Global | |||||||
|---|---|---|---|---|---|---|---|
| Services | BT Business | BT Consumer | BT Wholesale | Openreach | Other | Total | |
| Year ended 31 March 2012 (Restateda ) |
£m | £m | £m | £m | £m | £m | £m |
| Segment revenue | 7,812 | 3,594 | 3,925 | 2,943 | 5,187 | 66 | 23,527 |
| Internal revenue | – | (547) | (16) | – | (3,564) | (3) | (4,130) |
| Revenue from external customersb | 7,812 | 3,047 | 3,909 | 2,943 | 1,623 | 63 | 19,397 |
| EBITDAc | 835 | 1,037 | 882 | 667 | 2,618 | (5) | 6,034 |
| Depreciation and amortisation | (701) | (248) | (252) | (259) | (1,416) | (96) | (2,972) |
| Operating proƬt (loss)b | 134 | 789 | 630 | 408 | 1,202 | (101) | 3,062 |
| SpeciƬc items (note 8) | (173) | ||||||
| Operating proƬt | 2,889 | ||||||
| Net Ƭnance expensed | (779) | ||||||
| Share of post tax proƬt of associates and | |||||||
| joint ventures | 10 | ||||||
| ProƬt before tax | 2,120 | ||||||
a Restated, see note 1.
b Before speciƬc items. c
EBITDA is stated before speciƬc items and is a non-GAAP measure provided in addition to the disclosure reTuirements deƬned under IFRS. The rationale for using non-GAAP measures is
explained on pages 184 to 186. d
Net Ƭnance expense includes speciƬc item expense of £235m 201213: £119m, 201112: £98m). See note 8.
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 therefore line of business proƬtability can be impacted by transfer pricing levels.
BT Global Services and BT Wholesale do not generate internal revenue from the other lines of business. The majority of 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 customer-facing lines of business. This occurs both directly, and also indirectly, through BT TSO which is included within the nOther' segment. Internal revenue in BT Business relates primarily to BT Ireland and BT Enterprises. Internal revenue arising in BT Consumer relates primarily to employee broadband and wi-Ƭ services.
| Internal cost recorded by | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year ended 31 March 2014 | BT Global Services £m |
BT Business £m |
BT Consumer £m |
BT Wholesale £m |
Openreach £m |
Other £m |
Total £m |
|
| Internal revenue recorded by | ||||||||
| BT Global Services | – | – | – | – | – | – | – | |
| BT Business | 411 | – | 47 | 120 | 1 | – | 579 | |
| BT Consumer | 13 | 18 | – | 3 | – | 15 | 49 | |
| BT Wholesale | – | – | – | – | – | – | – | |
| Openreach | 198 | 333 | 1,021 | 275 | – | 1,412 | 3,239 | |
| Other | – | – | 3 | – | 42 | – | 45 | |
| Total | 622 | 351 | 1,071 | 398 | 43 | 1,427 | 3,912 |
| Internal cost recorded by | |||||||
|---|---|---|---|---|---|---|---|
| Year ended 31 March 2013 (Restateda ) |
BT Global Services £m |
BT Business £m |
BT Consumer £m |
BT Wholesale £m |
Openreach £m |
Other £m |
Total £m |
| Internal revenue recorded by | |||||||
| BT Global Services | – | – | – | – | – | – | – |
| BT Business | 386 | – | 55 | 110 | 3 | 25 | 579 |
| BT Consumer | 11 | 9 | – | 8 | – | 16 | 44 |
| BT Wholesale | – | – | – | – | – | – | – |
| Openreach | 198 | 386 | 1,097 | 275 | – | 1,412 | 3,368 |
| Other | – | – | 5 | – | 21 | – | 26 |
| Total | 595 | 395 | 1,157 | 393 | 24 | 1,453 | 4,017 |
a Restated, see note 1.
| Internal cost recorded by | |||||||
|---|---|---|---|---|---|---|---|
| Year ended 31 March 2012 (Restateda ) |
BT Global Services £m |
BT Business £m |
BT Consumer £m |
BT Wholesale £m |
Openreach £m |
Other £m |
Total £m |
| Internal revenue recorded by | |||||||
| BT Global Services | – | – | – | – | – | – | – |
| BT Business | 353 | – | 56 | 99 | 5 | 34 | 547 |
| BT Consumer | 5 | 6 | – | 5 | – | - | 16 |
| BT Wholesale | – | – | – | – | – | – | – |
| Openreach | 254 | 416 | 1,234 | 245 | – | 1,415 | 3,564 |
| Other | – | – | 3 | – | – | – | 3 |
| Total | 612 | 422 | 1,293 | 349 | 5 | 1,449 | 4,130 |
| 2014 | 2013 a Restated |
2012 a Restated |
|
|---|---|---|---|
| Year ended 31 March | £m | £m | £m |
| ICT and managed networks | 6,696 | 6,618 | 7,058 |
| Broadband, TV and convergence | 3,038 | 2,739 | 2,618 |
| Calls and lines and connectivity | 6,064 | 6,358 | 6,738 |
| Transit | 697 | 869 | 1,173 |
| Other products and services | 1,792 | 1,755 | 1,810 |
| Revenueb | 18,287 | 18,339 | 19,397 |
a As part of the restatements explained on page 135, items previously reported as other operating income were changed to be either revenue or a reduction in operating costs as appropriate). The impact in 201213 is to increase Other products and services revenue by £86m 201112: £90m). In addition, due to a change in our reported Ƭnancial and operational measures during the year, the categories of products and services have been changed. Prior year amounts are presented on a consistent basis. b
Before speciƬc items.
| 524 | 147 | 241 | 233 | 1,144 | 351 | 2,640 | |
|---|---|---|---|---|---|---|---|
| Purchases of telecommunications licences | – | – | – | – | – | 202 | 202 |
| Capital expenditureb | 524 | 147 | 241 | 233 | 1,144 | 149 | 2,438 |
| Property, plant and equipment | 371 | 96 | 227 | 158 | 1,068 | 64 | 1,984 |
| Intangible assets | 153 | 51 | 14 | 75 | 76 | 85 | 454 |
| Year ended 31 March 2013 | BT Global Services £m |
BT Business £m |
BT Consumer £m |
BT Wholesale £m |
Openreach £m |
Other £m |
Total £m |
| Capital expenditure | 495 | 133 | 211 | 244 | 1,049 | 214 | 2,346 |
| Property, plant and equipment | 333 | 119 | 167 | 166 | 975 | 79 | 1,839 |
| Intangible assets | 162 | 14 | 44 | 78 | 74 | 135 | 507 |
| Year ended 31 March 2014 | BT Global Services £m |
BT Business £m |
BT Consumer £m |
BT Wholesale £m |
Openreach £m |
Other £m |
Total £m |
a Net of government grants.
b Before purchases of telecommunications licences.
The UK is the group's 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.
| Revenueb | 18,287 | 18,339 | 19,397 |
|---|---|---|---|
| Asia PaciƬc | 544 | 526 | 498 |
| Americas | 1,074 | 1,057 | 1,070 |
| Europe, Middle East and Africa, excluding the UK | 2,585 | 2,604 | 2,973 |
| UK | 14,084 | 14,152 | 14,856 |
| Year ended 31 March | £m | £m | £m |
| 2014 | 2013 a Restated |
2012 a Restated |
a Restated, see note 1. b Before speciƬc items.
| 2014 | 2013 | |
|---|---|---|
| At 31 March | £m | £m |
| UK | 14,318 | 14,566 |
| Europe, Middle East and Africa, excluding the UK | 2,322 | 2,425 |
| Americas | 451 | 559 |
| Asia PaciƬc | 68 | 73 |
| Non-current assets | 17,159 | 17,623 |
Non-current assets, which exclude derivative Ƭnancial instruments, investments and deferred tax assets, are based on the location of the assets.
| 2014 | 2013 a Restated |
2012 a Restated |
||
|---|---|---|---|---|
| Year ended 31 March | Notes | £m | £m | £m |
| Operating costs by nature | ||||
| Staƪ costs | ||||
| Wages and salaries | 3,736 | 3,879 | 3,963 | |
| Social security costs | 444 | 443 | 454 | |
| Other pension costs | 19 | 463 | 399 | 423 |
| Share-based payment expense | 21 | 60 | 64 | 75 |
| Total staƪ costs | 4,703 | 4,785 | 4,915 | |
| Own work capitalised | (600) | (620) | (652) | |
| Net staƪ costs | 4,103 | 4,165 | 4,263 | |
| Net indirect labour costsb | 452 | 499 | 579 | |
| Net labour costs | 4,555 | 4,664 | 4,842 | |
| Payments to telecommunications operators | 2,472 | 2,677 | 3,153 | |
| Property and energy costs | 959 | 1,022 | 1,066 | |
| Network operating and IT costs | 591 | 587 | 630 | |
| TV programme rights charges | 203 | – | – | |
| Other operating costs | 3,672 | 3,552 | 3,969 | |
| Other operating income | (281) | (306) | (297) | |
| Depreciation of property, plant and equipment | ||||
| Owned assets | 13 | 2,090 | 2,175 | 2,248 |
| Held under Ƭnance leases | 13 | 22 | 19 | 29 |
| Amortisation of intangible assets | 12 | 583 | 649 | 695 |
| Total operating costs before speciƬc items | 14,866 | 15,039 | 16,335 | |
| SpeciƬc items | 8 | 276 | 116 | (237) |
| Total operating costs | 15,142 | 15,155 | 16,098 | |
| Operating costs before speciƬc items include the following | ||||
| Leaver costsc | 14 | 58 | 97 | |
| Research and development expenditured | 739 | 829 | 821 | |
| Operating lease charges | 390 | 423 | 404 | |
| Foreign currency (gains) losses | (2) | (5) | 7 | |
| Government grants | (10) | (1) | – |
a Restated, see note 1.
b Net of capitalised indirect labour costs of £396m 201213: £346m, 201112: £335m). c
/eaver costs are included within wages and salaries and social security costs, except for leaver costs of £175m 201213: £113m, 201112: £27m) associated with restructuring, which have been recorded as a speciƬc item. d
Research and development expenditure includes amortisation of £482m 201213: £550m, 201112: £536m) in respect of internally developed computer software and operating expenses of £257m 201213: £279m, 201112: £285m).
Key management personnel comprise executive and non-executive directors and members of the Operating Committee. Compensation of key management personnel is shown in the table below
| 2014 | 2013 | 2012 | |
|---|---|---|---|
| Year ended 31 March | £m | £m | £m |
| Short-term employee beneƬts | 11.1 | 10.5 | 11.6 |
| Post employment beneƬts | 1.0 | 1.1 | 1.0 |
| Share-based payments | 6.4 | 6.0 | 7.8 |
| 18.5 | 17.6 | 20.4 |
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 Ƭnancial statements.
| 2014 | 2013 | 2012 | ||||
|---|---|---|---|---|---|---|
| Number of employees in the groupa | Year end 000 |
Average 000 |
Year end 000 |
Average 000 |
Year end 000 |
Average 000 |
| UK | 72.2 | 72.7 | 73.2 | 74.1 | 73.9 | 74.7 |
| Non-UK | 15.6 | 15.1 | 14.7 | 15.0 | 15.1 | 16.0 |
| Total employees | 87.8 | 87.8 | 87.9 | 89.1 | 89.0 | 90.7 |
| 2014 | 2013b | 2012b | |||||
|---|---|---|---|---|---|---|---|
| Number of employees in the groupa | Year end 000 |
Average 000 |
Year end 000 |
Average 000 |
Year end 000 |
Average 000 |
|
| BT Global Services | 20.5 | 19.9 | 19.2 | 19.8 | 20.0 | 20.9 | |
| BT Business | 9.6 | 9.8 | 8.9 | 9.3 | 10.0 | 10.3 | |
| BT Consumer | 6.0 | 6.2 | 6.6 | 6.4 | 6.3 | 6.2 | |
| BT Wholesale | 1.8 | 1.8 | 2.0 | 1.4 | 1.4 | 1.6 | |
| Openreach | 31.6 | 31.5 | 30.4 | 30.4 | 30.9 | 31.2 | |
| Other | 18.3 | 18.6 | 20.8 | 21.8 | 20.4 | 20.5 | |
| Total employees | 87.8 | 87.8 | 87.9 | 89.1 | 89.0 | 90.7 |
a These reƮect the full-time eTuivalent of full and part-time employees. b 8pdated to reƮect our internal reorganisation (see note 1).
The following fees were paid or are payable to the company's auditors, PricewaterhouseCoopers LLP.
| 2014 | 2013 | 2012 | |
|---|---|---|---|
| Year ended 31 March | £000 | £000 | £000 |
| Fees payable to the company's auditors and its associates for | |||
| Audit servicesa | |||
| The audit of parent company and consolidated Ƭnancial statements | 2,619 | 2,674 | 2,696 |
| The audit of the company's subsidiaries | 5,355 | 5,284 | 5,422 |
| 7,974 | 7,958 | 8,118 | |
| Audit related assurance servicesb | 1,573 | 1,313 | 1,558 |
| Other non-audit services | |||
| Taxation compliance servicesc | 260 | 472 | 455 |
| Taxation advisory servicesd | 371 | 370 | 770 |
| All other assurance services | 180 | 166 | 74 |
| All other servicese | 829 | 933 | 641 |
| 1,640 | 1,941 | 1,940 | |
| Total services | 11,187 | 11,212 | 11,616 |
a Services in relation to the audit of the parent company and the consolidated Ƭnancial statements, including fees for reports under section 404 of the Sarbanes-Oxley Act. This also includes fees payable for the statutory audits of the Ƭnancial statements of subsidiary companies. b
Services in relation to other statutory Ƭlings or engagements that are reTuired by law or regulation to be carried out by the appointed auditor. This includes fees for the audit of the group's regulatory Ƭnancial statements and reporting associated with the group's 8S debt shelf registration. c
Services relating to tax returns, tax audits, monitoring and enTuiries. d
Fees payable for all taxation advisory services not falling within taxation compliance. e
Fees payable for all non-audit services not covered above, principally comprising other advisory services.
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 company's external auditors and the approval processes related to them. Under those policies work of a consultancy nature will not be oƪered to the external auditors unless there are clear eƯciencies and value-added beneƬts to the company.
In this context audit related assurance services are considered to pose a low threat to auditor independence and therefore the proportion of other non-audit services to total services is considered the most suitable measure of the level of non-audit services provided. These represented 15% of the total fees in 2013/14 (2012/13 and 2011/12 17%).
The BT Pension Scheme is an associated pension fund as deƬned in the Companies (Disclosure of Auditor Remuneration and Liability Limitation Agreements) (Amendment) Regulations 2011. In the year ended 31 March 2014 PricewaterhouseCoopers LLP received total fees from the BT Pension Scheme of £1,363,000 (2012/13 £1,395,000, 2011/12 £1,901,000) in respect of the following services audit of Ƭnancial statements of associates £220,000 (2012/13 £155,000, 2011/12 £131,000) taxation compliance services £221,000 (2012/13 £218,000, 2011/12 £92,000) and other non-audit services of £922,000 (2012/13 £1,022,000, 2011/12 £1,678,000).
| 2013 | 2012 | ||
|---|---|---|---|
| 2014 | a Restated |
a Restated |
|
| Year ended 31 March | £m | £m | £m |
| Revenue | |||
| Retrospective regulatory rulingsb | – | 236 | 410 |
| Operating costs | |||
| Restructuring chargesc | 276 | 204 | 64 |
| Property rationalisation costs | – | – | 90 |
| Retrospective regulatory rulingsb | – | (142) | (410) |
| (ProƬt) loss on disposal of businesses | – | (7) | 19 |
| Impairment chargesd | – | 18 | – |
| Provisions for claimse | – | 43 | – |
| 276 | 116 | (237) | |
| Net Ƭnance expense | |||
| Interest expense on retirement beneƬt obligationf | 235 | 117 | 98 |
| Interest on provisions for claims | – | 2 | – |
| 235 | 119 | 98 | |
| Share of results of associates and joint ventures | |||
| Loss (proƬt) on disposal of interest in associates and joint venturesg | 4 | (130) | – |
| Net speciƬc items charge before tax | 515 | 341 | 271 |
| Taxation | |||
| Tax credit on speciƬc items above | (111) | (127) | (55) |
| Tax credit on re-measurement of deferred taxh | (208) | (103) | (157) |
| (319) | (230) | (212) | |
| Net speciƬc items charge after tax | 196 | 111 | 59 |
a Restated, see note 1.
b In 201213 reported revenue and EBITDA include a one-oƪ speciƬc item charge of £85m and £58m, respectively, following the Court of Appeal decision that wholesale ladder termination pricing should not be applied for 0800, 0845 and 0870 calls from mobile phones terminating on our network. In addition charges of £151m and £36m were recognised against revenue and EBITDA respectively, following Ofcom's determinations on historic Ethernet pricing. In 201112, following a retrospective regulatory ruling in Germany in relation to the period from September 2006 to November 2010, a one-
oƪ charge of £410m was recognised against revenue with an eTual reduction in operating costs. c The components of the restructuring charges recognised in 201314, 201213 and 201112 were: people and property charges of £217m (201213: £163m, 201112: £28m) principally comprising
leaver costs, property exit costs and networks, products and procurement channels rationalisation charges of £59m (201213: £41m, 201112: £36m). d
In 201213 impairment charges principally include an impairment of £17m to write down the total investment in Onlive Inc., after it entered creditor protection status. e The group makes provisions for legal or constructive obligations arising from insurance, litigation and regulatory risks. Provisions increased by £43m in 201213, having reassessed potential claims relating to certain historical matters.
f See note 19 for more details.
g In 201213 a proƬt of £130m was recognised as a result of the disposal of the group's remaining interest in its associate Tech Mahindra, which was held at a carrying value of £127m at 31 March 2012. h See note 9 for more details.
Analysis of taxation expense for the year
| 2013 | 2012 | ||
|---|---|---|---|
| 2014 | a Restated |
a Restated |
|
| Year ended 31 March | £m | £m | £m |
| United Kingdom | |||
| Corporation tax at 23% (2012/13 24%, 2011/12 26%) | (693) | (644) | (678) |
| Adjustments in respect of prior periods | 10 | 277 | 39 |
| Non-UK taxation | |||
| Current | (65) | (41) | (60) |
| Adjustments in respect of prior periods | 3 | 1 | 8 |
| Total current tax expense | (745) | (407) | (691) |
| Deferred taxation | |||
| Origination and reversal of temporary diƪerences | 239 | 158 | 143 |
| Adjustments in respect of prior periods | 4 | (221) | 27 |
| Impact of change in UK corporation tax rate to 20% (2012/13 23%, 2011/12 24%) | 208 | 103 | 157 |
| Total deferred taxation credit | 451 | 40 | 327 |
| Total taxation expense | (294) | (367) | (364) |
a Restated, see note 1.
The taxation expense on the proƬt for the year diƪers from the amount computed by applying the UK corporation tax rate to the proƬt before taxation as a result of the following factors
| 2013 | 2012 | ||
|---|---|---|---|
| 2014 | a Restated |
a Restated |
|
| Year ended 31 March | £m | £m | £m |
| ProƬt before taxation | 2,312 | 2,315 | 2,120 |
| Expected taxation expense at UK rate of 23% (2012/13 24%, 2011/12 26%) | (532) | (555) | (551) |
| Eƪects of | |||
| Overseas losses utilised | 13 | 14 | 75 |
| Non-deductible depreciation and amortisation | (12) | (14) | (9) |
| Non-deductible non-UK losses | (40) | (46) | (27) |
| (Higher) lower taxes on non-UK proƬts | (5) | 10 | (16) |
| Lower (higher) taxes on gain on disposal of business | – | 28 | (5) |
| Other deferred tax assets not recognised | 54 | 36 | (1) |
| Adjustments in respect of prior periods | 17 | 57 | 74 |
| Re-measurement of deferred tax balances | 208 | 103 | 157 |
| Other | 3 | – | (61) |
| Total taxation expense | (294) | (367) | (364) |
| Exclude speciƬc items (note 8) | (319) | (230) | (212) |
| Total taxation expense before speciƬc items | (613) | (597) | (576) |
a Restated, see note 1.
| 20 | 786 | 499 | |
|---|---|---|---|
| Deferred tax (expense) credit | (110) | 653 | (67) |
| Current tax creditb | 130 | 133 | 566 |
| 20 | 786 | 499 | |
| – recognised in income and expense | – | 39 | (32) |
| – net fair value gains or losses | 6 | (25) | 10 |
| Fair value movements on cash Ʈow hedges | |||
| Exchange diƪerences on translation of foreign operations | (2) | 10 | (1) |
| Tax on items that may be reclassiƬed subsequently to the income statement | |||
| Actuarial losses relating to retirement beneƬt obligations | 16 | 762 | 522 |
| Tax on items that will not be reclassiƬed to the income statement | |||
| Year ended 31 March | £m | £m | £m |
| a Restated |
a Restated |
||
| (expense) | (expense) | (expense) | |
| Tax credit | Tax credit | Tax credit | |
| 2014 | 2013 | 2012 |
a Restated, see note 1.
b Includes £122m (201213: £128m, 201112: £565m) relating to actuarial losses arising from retirement beneƬt obligations.
| Year ended 31 March | 2014 | 2013 | 2012 |
|---|---|---|---|
| £m | £m | £m | |
| Tax credit relating to share-based payments | 106 | 68 | 17 |
| Excess | Retirement | Share | ||||
|---|---|---|---|---|---|---|
| capital | beneƬt | based | Jurisdictional | |||
| allowances | a obligations |
payments | Other | oƪset | Total | |
| £m | £m | £m | £m | £m | £m | |
| At 1 April 2012 | 1,342 | (576) | (167) | (125) | – | 474 |
| Expense (credit) recognised in the income statementb | 75 | (104) | 2 | (13) | – | (40) |
| Expense (credit) recognised in other comprehensive incomeb | 1 | (634) | – | (20) | – | (653) |
| Credit recognised in equity | – | – | (19) | – | – | (19) |
| Acquisitions | – | – | – | 9 | – | 9 |
| At 31 March 2013 | 1,418 | (1,314) | (184) | (149) | – | (229) |
| Non-current | ||||||
| Deferred tax asset | (74) | (1,314) | (184) | (187) | 321 | (1,438) |
| Deferred tax liability | 1,492 | – | – | 38 | (321) | 1,209 |
| At 1 April 2013 | 1,418 | (1,314) | (184) | (149) | – | (229) |
| (Credit) expense recognised in the income statement | (301) | (174) | 10 | 14 | – | (451) |
| (Credit) expense recognised in other comprehensive income | (2) | 106 | – | 6 | – | 110 |
| Credit recognised in equity | – | – | (64) | – | – | (64) |
| Acquisitions | – | – | – | 3 | – | 3 |
| At 31 March 2014 | 1,115 | (1,382) | (238) | (126) | – | (631) |
| Non-current | ||||||
| Deferred tax asset | (93) | (1,382) | (238) | (163) | 416 | (1,460) |
| Deferred tax liability | 1,208 | – | – | 37 | (416) | 829 |
| At 31 March 2014 | 1,115 | (1,382) | (238) | (126) | – | (631) |
a Includes a deferred tax asset of £1m (201213: £1m) arising on contributions payable to deƬned contribution pension plans. b
Restated, see note 1.
Deferred tax balances for which there is a right of oƪset within the same jurisdiction are presented net on the face of the group balance sheet as permitted by IAS 12, with the exception of deferred tax related to BT's pension schemes which is disclosed within deferred tax assets.
At 31 March 2014, all of the deferred tax asset of £1,460m (2012/13 £1,438m) and all of the deferred tax liability of £829m (2012/13 £1,209m) are expected to be recovered or settled after more than one year.
The rate of UK corporation tax changed from 23% to 21% on 1 April 2014 and will change to 20% on 1 April 2015. 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 2014 have been calculated using a rate of 20%. This reduction has been recognised as a deferred tax credit of £208m and as a speciƬc item in the income statement (note 8) and a deferred tax expense of £288m in reserves.
At 31 March 2014 the group had operating losses, capital losses and other temporary diƪerences carried forward in respect of which no deferred tax assets were recognised amounting to £21.6bn (2012/13 £22.0bn). The group's capital losses and other temporary diƪerences 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
| 2014 | Expiry of | |
|---|---|---|
| At 31 March | £m | losses |
| Restricted losses | ||
| Europe | 417 | 2015-2034 |
| Americas | 93 | 2020-2033 |
| Other | 20 | 2015-2024 |
| Total restricted losses | 530 | |
| Unrestricted losses | ||
| Operating losses | 3,626 | No expiry |
| Capital losses | 17,119 | No expiry |
| Total unrestricted losses | 20,745 | |
| Other temporary diƪerences | 355 | |
| Total | 21,630 |
At 31 March 2014 the undistributed earnings of overseas subsidiaries were £8.3bn (2012/13 £11.1bn). 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 any dividends from subsidiaries and hence any tax consequences that may arise.
Basic earnings per share is calculated by dividing the proƬt after tax attributable to equity shareholders by the weighted average number of shares in issue after deducting the own shares held by employee share ownership trusts and treasury shares.
In calculating the diluted earnings per share, share options outstanding and other potential shares have been taken into account where the impact of these is dilutive. Options over 24m shares (2012/13 24m shares, 2011/12 40m shares) were excluded from the calculation of the total diluted number of shares as the impact of these is antidilutive.
| Year ended 31 March | 2014 | 2013 | 2012 |
|---|---|---|---|
| Basic weighted average number of shares (millions) | 7,857 | 7,832 | 7,763 |
| Dilutive shares from share options (millions) | 314 | 275 | 310 |
| Dilutive shares from executive share awards (millions) | 60 | 96 | 128 |
| Diluted weighted average number of shares (millions) | 8,231 | 8,203 | 8,201 |
| Basic earnings per sharea | 25.7p | 24.8p | 22.6p |
| Diluted earnings per sharea | 24.5p | 23.7p | 21.4p |
a Restated, see note 1.
The earnings per share calculations are based on proƬt after tax attributable to equity shareholders of the parent company which excludes non-controlling interests. ProƬt after tax attributable to equity shareholders of the parent company was £2,016m (2012/13 £1,946m, 2011/12 £1,755m) and proƬt after tax attributable to non-controlling interests was £2m (2012/13 £2m, 2011/12 £1m). ProƬt attributable to non-controlling interests is not presented separately in the Ƭnancial statements as it is not material.
The group also measures Ƭnancial performance based on adjusted earnings per share, which excludes speciƬc items. Adjusted earnings per share and a reconciliation to basic earnings per share is disclosed on page 185.
| 2014 | 2013 | 2012 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Year ended 31 March | pence per share |
£m | pence per share |
£m | pence per share |
£m | |||
| Final dividend in respect of the prior year | 6.5 | 512 | 5.7 | 449 | 5.0 | 388 | |||
| Interim dividend in respect of the current year | 3.4 | 269 | 3.0 | 235 | 2.6 | 201 | |||
| 9.9 | 781 | 8.7 | 684 | 7.6 | 589 |
The Board recommends that a Ƭnal dividend in respect of the year ended 31 March 2014 of 7.5p per share will be paid to shareholders on 8 September 2014, taking the full year proposed dividend in respect of 2013/14 to 10.9p (2012/13 9.5p, 2011/12 8.3p) which amounts to approximately £880m (2012/13 £749m, 2011/12 £654m). This dividend is subject to approval by shareholders at the Annual General Meeting and therefore the liability of approximately £611m (2012/13 £514m, 2011/12{£453m) has not been included in these Ƭnancial statements. The proposed dividend will be payable to all shareholders on the Register of Members on 15 August 2014.
The value of £781m (2012/13 £684m, 2011/12 £589m) for the Ƭnal and interim dividends is disclosed in the group statement of changes in equity. This value may diƪer from the amount shown for equity dividends paid in the group cash Ʈow statement, which represents the actual cash paid in relation to dividend cheques that have been presented over the course of the Ƭnancial year.
| Cost At 1 April 2012 Additions Acquisition of subsidiaries Interest on qualifying assetsa |
Goodwill £m 1,339 – 33 – |
Customer relation ships and brands £m 325 – 28 – |
Telecoms licences and other £m 273 202 – – |
Internally developed software £m 3,091 399 – 5 |
Purchased software £m 1,178 55 9 – |
Total £m 6,206 656 70 5 |
|---|---|---|---|---|---|---|
| Disposals and adjustments | (8) | – | 2 | (192) | (4) | (202) |
| Exchange diƪerences | 46 | 5 | 4 | 1 | 7 | 63 |
| At 1 April 2013 Additions Acquisition of subsidiaries (note 14) |
1,410 – 15 |
358 – 20 |
481 1 – |
3,304 433 – |
1,245 73 – |
6,798 507 35 |
| Interest on qualifying assetsa Disposals and adjustments Exchange diƪerences |
– (12) (82) |
– 27 (11) |
– (62) (5) |
1 (580) (2) |
– (41) (15) |
1 (668) (115) |
| At 31 March 2014 | 1,331 | 394 | 415 | 3,156 | 1,262 | 6,558 |
| Accumulated amortisation At 1 April 2012 Charge for the year Disposals and adjustments Exchange diƪerences |
270 18 – 3 |
175 8 – 3 |
1,679 532 (196) 1 |
955 91 (5) 6 |
3,079 649 (201) 13 |
|
| At 1 April 2013 Charge for the year Disposals and adjustments Exchange diƪerences At 31 March 2014 |
291 15 26 (9) 323 |
186 7 (89) (3) 101 |
2,016 468 (543) (2) 1,939 |
1,047 93 (20) (12) 1,108 |
3,540 583 (626) (26) 3,471 |
|
| Carrying amount At 31 March 2014 At 31 March 2013 |
1,331 1,410 |
71 67 |
314 295 |
1,217 1,288 |
154 198 |
3,087 3,258 |
a Additions to internally developed software in 201314 include interest capitalised at a weighted average borrowing rate of 6.1% (201213: 6.1%).
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, BT Business and BT Consumer. These are the smallest identiƬable groups of assets that generate cash inƮows that are largely independent of the cash inƮows from other groups of assets, and to which goodwill is allocated. Goodwill is allocated to the group's CGUs as follows
| BT Global | ||||
|---|---|---|---|---|
| Services | BT Business | BT Consumer | Total | |
| £m | £m | £m | £m | |
| At 1 April 2012 | 1,082 | 192 | 65 | 1,339 |
| Acquisitions (note 14) | – | 33 | – | 33 |
| Disposals | (8) | – | – | (8) |
| Exchange diƪerences | 43 | 3 | – | 46 |
| At 1 April 2013 | 1,117 | 228 | 65 | 1,410 |
| Acquisitions (note 14) | – | – | 15 | 15 |
| Disposals and adjustments | (12) | – | – | (12) |
| Exchange diƪerences | (75) | (7) | – | (82) |
| At 31 March 2014 | 1,030 | 221 | 80 | 1,331 |
The discount rate used in performing the value in use calculation in 2013/14 was 9.6% (2012/13 8.8%) for all CGUs. The perpetuity growth rate for BT Global Services was 2.5% (2012/13 2.5%) and 2.0% (2012/13 2.0%) for BT Business and BT Consumer.
The value in use of each CGU is determined using cash Ʈow projections derived from Ƭnancial 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 reƮect management's expectations of revenue, EBITDA growth, capital expenditure, working capital and operating cash Ʈows, based on past experience and future expectations of business performance. Cash Ʈows are also adjusted downwards to reƮect the diƪerent risk attributes of each CGU. Cash Ʈows beyond the Ƭve-year period have been extrapolated using perpetuity growth rates.
The pre-tax discount rates applied to the cash Ʈow forecasts are derived from the group's post-tax weighted average cost of capital. The assumptions used in the calculation of the group's weighted average cost of capital are benchmarked to externally available data.
The perpetuity growth rates are determined based on the long-term historical growth rates of the regions in which the CGU operates, and they reƮect an assessment of the long-term growth prospects of that sector. 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.
As set out in note 1 on page 127, eƪective from 1 April 2013 we have made a number of changes that simplify our internal trading and more closely align our line of business Ƭnancial results and our regulatory accounts.
These changes impacted the cash Ʈow projections for BT Global Services, BT Business and BT Consumer used in the annual goodwill impairment review. They resulted in an increase in operating cash Ʈows of BT Global Services of £206m in 2012/13 and £208m in 2011/12.
There is signiƬcant headroom in all CGUs. For BT Global Services, the value in use exceeds the carrying value of the CGU by approximately £2,826m. The following changes (in isolation) in assumptions would cause the recoverable amount to fall below the carrying value
– reduction in the perpetuity growth rate from the 2.5% assumption applied to a revised assumption of a perpetual decline rate of 9% or more
For BT Business and BT Consumer no reasonably possible changes in the key assumptions would cause the carrying amount of the CGUs to exceed the recoverable amount.
| Land and a buildings |
Network a infrastructure |
b Other |
Assets in course of construction |
Total | |
|---|---|---|---|---|---|
| £m | £m | £m | £m | £m | |
| Cost | |||||
| At 1 April 2012 | 1,302 | 43,777 | 2,185 | 728 | 47,992 |
| Additionsc | 21 | 207 | 99 | 1,666 | 1,993 |
| Acquisitions | 4 | 2 | 2 | 1 | 9 |
| Transfers | 10 | 1,661 | 4 | (1,675) | – |
| Disposals and adjustments | (85) | (428) | (103) | (3) | (619) |
| Exchange diƪerences | 8 | 47 | 12 | 1 | 68 |
| At 1 April 2013 | 1,260 | 45,266 | 2,199 | 718 | 49,443 |
| Additionsc | 34 | 205 | 119 | 1,487 | 1,845 |
| Transfers | 3 | 1,531 | 3 | (1,537) | – |
| Disposals and adjustmentsd | (80) | (1,693) | (370) | (9) | (2,152) |
| Exchange diƪerences | (26) | (239) | (29) | (9) | (303) |
| At 31 March 2014 | 1,191 | 45,070 | 1,922 | 650 | 48,833 |
| Accumulated depreciation | |||||
| At 1 April 2012 | 747 | 31,115 | 1,824 | – | 33,686 |
| Charge for the year | 73 | 1,977 | 144 | – | 2,194 |
| Acquisitions | – | – | 2 | – | 2 |
| Disposals and adjustments | (79) | (413) | (82) | – | (574) |
| Exchange diƪerences | 6 | 37 | 12 | – | 55 |
| At 1 April 2013 | 747 | 32,716 | 1,900 | – | 35,363 |
| Charge for the year | 57 | 1,951 | 104 | – | 2,112 |
| Disposals and adjustmentsd | (82) | (1,734) | (356) | – | (2,172) |
| Exchange diƪerences | (16) | (204) | (22) | – | (242) |
| At 31 March 2014 | 706 | 32,729 | 1,626 | – | 35,061 |
| Carrying amount | |||||
| At 31 March 2014 | 485 | 12,341 | 296 | 650 | 13,772 |
| Engineering stores | – | – | – | 68 | 68 |
| Total at 31 March 2014 | 485 | 12,341 | 296 | 718 | 13,840 |
| At 31 March 2013 | 513 | 12,550 | 299 | 718 | 14,080 |
| Engineering stores | – | – | – | 73 | 73 |
| Total at 31 March 2013 | 513 | 12,550 | 299 | 791 | 14,153 |
| At 31 March | 2014 £m |
2013 £m |
|||
| The carrying amount of land and buildings, including leasehold improvements, comprised | |||||
| Freehold | 233 | 230 | |||
| Leasehold | 252 | 283 | |||
| Total land and buildings | 485 | 513 |
a The carrying amount of the group's property, plant and eTuipment includes an amount of £95m (201213: £100m) in respect of assets held under Ƭnance leases, comprising land and buildings of £60m (201213: £59m) and network infrastructure of £35m (201213: £41m). The depreciation expense on those assets in 201314 was £22m (201213: £19m), comprising land and buildings of £4m (201213: £3m) and network infrastructure of £18m (201213: £16m). Within network infrastructure are assets with net book value of £7.4bn which have useful economic lives of more than 18 years. b
Other mainly comprises motor vehicles, computers and oƯce eTuipment. c
Net of government grants of £126m (201213: £15m). d
Fully depreciated assets in the group's Ƭxed asset register were reviewed during the year, as part of the group's annual asset veriƬcation exercise, and certain assets that were no longer in use have been written out, reducing cost and accumulated depreciation by £1.4bn.
On 1 August 2013 the group acquired 100% of the issued share capital of ESPN Global Limited, together with certain trademarks, licences and programme rights. The purchase was made for consideration of £30m. Intangible assets of £14m and goodwill of £15m have been recognised.
In January 2013, the group acquired 100% of the issued share capital of Tikit Group plc (nTikit' or nBT Tikit'). The purchase was made for cash consideration of £64m which was settled in the year and the cash acquired with the business was £10m. Intangible assets of £37m recognised in respect of this acquisition comprised customer relationships, proprietary technology and brand. The fair value adjustments relating to this acquisition were provisional at 31 March 2013 and have been Ƭnalised during 2013/14 without amendment. Goodwill of £33m was recognised on the acquisition which principally comprised the assembled workforce and forecast synergies.
| Total £m |
|
|---|---|
| At 1 April 2013 | – |
| Additions | 311 |
| Amortisation | (203) |
| At 31 March 2014 | 108 |
Additions reƮect TV programme rights for which the legally enforceable licence period has started during the year. Payments made for programme rights for which the legally enforceable licence period has not yet started are included within prepayments. See note 16.
Programme rights commitments are disclosed in note 29.
| 2014 | 2013 | |
|---|---|---|
| At 31 March | £m | £m |
| Non-current | ||
| Other assetsa | 214 | 184 |
a Other assets includes costs relating to the initial set up, transition or transformation phase of long-term networked IT services contracts of £72m (201213: £86m), and prepayments and leasing debtors of £142m (201213: £98m).
| At 31 March | 2014 £m |
2013 £m |
|---|---|---|
| Current | ||
| Trade receivables | 1,370 | 1,495 |
| Prepayments | 508 | 515 |
| Accrued income | 815 | 736 |
| Other receivables | 214 | 184 |
| 2,907 | 2,930 |
Trade receivables are stated after deducting allowances for doubtful debts, as follows
| At 31 March | 192 | 218 |
|---|---|---|
| Exchange diƪerences | (5) | 2 |
| Utilised | (98) | (73) |
| Expense | 77 | 102 |
| At 1 April | 218 | 187 |
| 2014 £m |
2013 £m |
Trade receivables are continuously monitored and allowances applied against trade receivables consist of both speciƬc impairments and collective impairments based on the group's historical loss experiences for the relevant aged c ategory and taking into account general economic conditions. Historical loss experience allowances are calculated by line of busine ss in order to reƮect the speciƬc nature of the customers relevant to that line of business.
Trade and other receivables are classiƬed as loans and receivables and held at amortised cost. The carrying amount of these balances approximates to fair value due to the short maturity of amounts receivable.
Note 26 provides further disclosure regarding the credit quality of the group's gross trade receivables.
Trade receivables are due as follows
| Past due and not speciƬcally impaired | |||||||
|---|---|---|---|---|---|---|---|
| At 31 March | Not past due £m |
Trade receivables speciƬcally impaired net of provision £m |
Between 0 and 3 months £m |
Between 3 and 6 months £m |
Between 6 and 12 months £m |
Over 12 months £m |
Total £m |
| 2014 | 857 | 39 | 300 | 31 | 43 | 100 | 1,370 |
| 2013 | 967 | 95 | 310 | 27 | 26 | 70 | 1,495 |
Gross trade receivables which have been speciƬcally impaired amounted to £127m (2012/13 £191m).
Trade receivables not past due and accrued income are analysed below by line of business.
| Trade receivables not past due |
Accrued income | ||||
|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | ||
| At 31 March | £m | £m | £m | £m | |
| BT Global Services | 520 | 564 | 435 | 399 | |
| BT Business | 199 | 197 | 121 | 121 | |
| BT Consumer | 106 | 119 | – | – | |
| BT Wholesale | 4 | 64 | 118 | 135 | |
| Openreach | 12 | 21 | 137 | 75 | |
| Other | 16 | 2 | 4 | 6 | |
| Total | 857 | 967 | 815 | 736 |
Given the broad and varied nature of the group's 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 £28m (2012/13 £31m).
| 2014 | 2013 | |
|---|---|---|
| At 31 March | £m | £m |
| Current | ||
| Trade payables | 2,745 | 2,927 |
| Other taxation and social security | 480 | 458 |
| Other payables | 545 | 588 |
| Accrued expenses | 444 | 446 |
| Deferred income | 1,047 | 1,155 |
| 5,261 | 5,574 | |
| 2014 | 2013 | |
| At 31 March | £m | £m |
| Non-currenta | ||
| Other payables | 845 | 821 |
| Deferred income | 53 | 62 |
| 898 | 883 |
a Non-current payables mainly relate to operating lease liabilities and deferred gains on a prior period sale and Ƭnance leaseback transaction.
Trade and other payables are held at amortised cost. The carrying amount of these balances approximates to fair value due to the short maturity of amounts payable.
| a Restructuring |
b Property |
c Other |
Total | |
|---|---|---|---|---|
| £m | £m | £m | £m | |
| At 1 April 2012 | 105 | 296 | 456 | 857 |
| Income statement expense | 31 | – | 112 | 143 |
| Unwind of discount | – | 6 | – | 6 |
| Utilised or released | (69) | (61) | (211) | (341) |
| Transfers | – | – | (35) | (35) |
| At 1 April 2013 | 67 | 241 | 322 | 630 |
| Income statement expense | 20 | 4 | 17 | 41 |
| Unwind of discount | – | 8 | – | 8 |
| Utilised or released | (28) | (52) | (61) | (141) |
| Exchange diƪerences | (1) | – | (4) | (5) |
| At 31 March 2014 | 58 | 201 | 274 | 533 |
| 2014 | 2013 | |||
| At 31 March | £m | £m | ||
| Analysed as | ||||
| Current | 99 | 120 | ||
| Non-current | 434 | 510 | ||
| 533 | 630 |
a Provisions relating to the group-wide restructuring programme in the current and prior year. These are being utilised as the obligations are settled. b
Property provisions mainly comprise onerous lease provisions arising from the rationalisation of the group's property portfolio. The provisions will be utilised over the remaining lease periods, which range from one to 18 years.
c Other provisions include amounts provided for legal or constructive obligations arising from insurance claims, litigation and regulatory risks which will be utilised as the obligations are settled.
The group has both deƬned beneƬt and deƬned contribution retirement beneƬt plans. The group's main plans are in the UK and the largest by membership is the BT Pension Scheme (BTPS) which is a deƬned beneƬt plan that was closed to new entrants on 31 March 2001. After that date new entrants have been able to join a deƬned contribution plan, currently the BT Retirement Saving Scheme (BTRSS), a contract based arrangement.
A deƬned contribution plan is a pension arrangement under which the beneƬts are linked to contributions paid, the performance of each individual's chosen investments and the annuity rates at retirement. Contributions are paid into an independently administered fund. The income statement charge in respect of deƬned contribution plans represents the contribution payable by the group based upon a Ƭxed percentage of employees' pay. The company has no exposure to investment and other experience risks.
A deƬned beneƬt plan is a pension arrangement under which participating members receive a pension beneƬt at retirement determined by the plan rules dependent on factors such as age, years of service and pensionable pay and is not dependent upon actual contributions made by the company or members. The income statement service cost in respect of deƬned beneƬt plans represents the increase in the deƬned beneƬt liability arising from pension beneƬts earned by active members in the current period. The company is exposed to investment and other experience risks and may need to make additional contributions where it is estimated that the beneƬts will not be met from regular contributions, expected investment income and assets held.
The expense or income arising from all group retirement beneƬt arrangements recognised in the group income statement is shown below.
| 2013 | 2012 | ||
|---|---|---|---|
| 2014 | a Restated |
a Restated |
|
| Year ended 31 March | £m | £m | £m |
| Recognised in the income statement before speciƬc items | |||
| Current service cost | |||
| – deƬned beneƬt plans | 272 | 225 | 267 |
| – deƬned contribution plans | 151 | 136 | 126 |
| Administration expenses and Pension Protection Fund (nPPF') levy | 40 | 38 | 30 |
| Total operating expense | 463 | 399 | 423 |
| Net interest expense on net pensions deƬcit included in speciƬc items (note 8) | 235 | 117 | 98 |
| Total recognised in the income statement | 698 | 516 | 521 |
a Restated to allow for IAS 19 (Revised 2011), see note 1.
Remeasurements of the net deƬned beneƬt obligation are recognised in full in the group statement of comprehensive income in the year in which they arise. These comprise the impact on the deƬned beneƬt liability of changes in demographic and Ƭnancial assumptions compared with the start of the year, actual experience being diƪerent to those assumptions and the return on plan assets above the amount included in the net pension interest expense.
The net pension obligation in respect of deƬned beneƬt plans reported in the group balance sheet is set out below.
| 2014 | 2013 | |||||
|---|---|---|---|---|---|---|
| At 31 March | Assets £m |
Present value of liabilities £m |
DeƬcit £m |
Assets £m |
Present value of liabilities £m |
DeƬcit £m |
| BTPS Other plansa |
39,939 174 |
(46,759) (376) |
(6,820) (202) |
41,344 222 |
(47,000) (422) |
(5,656) (200) |
| Retirement beneƬt obligation Adjustments due to eƪect of asset ceilingb Deferred tax asset |
40,113 | (47,135) | (7,022) – 1,381 |
41,566 | (47,422) | (5,856) – 1,313 |
| Net pension obligation | (5,641) | (4,543) |
a Included in the present value of liabilities of other plans is £69m (201213: £72m) related to unfunded pension arrangements. b
There is no limiting eƪect of the asset ceiling as any accounting surplus arising is deemed to be recoverable due to the economic beneƬts available in the form of future refunds or reductions to future contributions.
At 31 March 2014 £8m (2012/13 £8m) of contributions to deƬned contribution plans were outstanding and are included within trade and other payables in the group balance sheet.
Movements in deƬned beneƬt plan assets and liabilities
The table below shows the movements on the plan assets and liabilities in the year and indicates where they are reƮected in the Ƭnancial statements.
| Assets | Liabilities | DeƬcit | |
|---|---|---|---|
| At 1 April 2012 | £m 38,541 |
£m (40,989) |
£m (2,448) |
| Current service cost | – | (225) | (225) |
| Interest on pension deƬcita | 1,858 | (1,975) | (117) |
| Administration expenses and PPF levy | (38) | – | (38) |
| Included in the group income statement | 1,820 | (2,200) | (380) |
| Return on plan assets above the amount included in the group income statementb | 2,689 | – | 2,689 |
| Actuarial loss arising from changes in Ƭnancial assumptionsc | – | (6,116) | (6,116) |
| Actuarial loss arising from changes in demographic assumptionsc | – | (2) | (2) |
| Actuarial loss arising from experience adjustmentsd | – | (140) | (140) |
| Included in the group statement of comprehensive income | 2,689 | (6,258) | (3,569) |
| Regular contributions by employer | 217 | – | 217 |
| DeƬcit contributions by employer | 325 | – | 325 |
| Included in the group cash Ʈow statement | 542 | – | 542 |
| Contributions by employees | 13 | (13) | – |
| BeneƬts paid | (2,044) | 2,047 | 3 |
| Foreign exchange | 5 | (9) | (4) |
| Other movements | (2,026) | 2,025 | (1) |
| At 1 April 2013 | 41,566 | (47,422) | (5,856) |
| Current service cost | – | (272) | (272) |
| Interest on pension deƬcita | 1,710 | (1,945) | (235) |
| Settlements | (63) | 61 | (2) |
| Administration expenses and PPF levy | (40) | – | (40) |
| Included in the group income statement | 1,607 | (2,156) | (549) |
| Return on plan assets below the amount included in the group income statementb | (1,453) | – | (1,453) |
| Actuarial gain arising from changes in Ƭnancial assumptionsc | – | 580 | 580 |
| Actuarial gain (loss) arising from changes in demographic assumptionsc | – | – | – |
| Actuarial loss arising from experience adjustmentsd | – | (306) | (306) |
| Included in the group statement of comprehensive income | (1,453) | 274 | (1,179) |
| Regular contributions by employer | 228 | – | 228 |
| DeƬcit contributions by employer | 325 | – | 325 |
| Included in the group cash Ʈow statement | 553 | – | 553 |
| Contributions by employees | 12 | (12) | – |
| BeneƬts paid | (2,166) | 2,166 | – |
| Foreign exchange | (6) | 15 | 9 |
| Other movements | (2,160) | 2,169 | 9 |
a Restated, see note 1.
b The total actual return on plan assets in 201314 was a gain of £257m (201213: £4,547m). c
The actuarial gain or loss arises from changes in the assumptions used to value the deƬned beneƬt liabilities at the end of the year compared with the assumptions used at the start of the year. Thisincludes both Ƭnancial assumptions, which are based on market conditions at the year end, and demographic assumptions such as life expectancy. d
The actuarial loss or gain arising from experience adjustments on deƬned beneƬt liabilities represents the impact on the liabilities of diƪerences between actual experience during the year compared with the assumptions made at the start of the year. Such diƪerences might arise, for example, from members choosing diƪerent beneƬt options at retirement, actual salary increases being diƪerent from those assumed or actual beneƬt increases being higher than the long-term inƮation assumption.
At 31 March 2014 there were 313,000 members of the BTPS. Members belong to one of three sections depending upon the date they Ƭrst joined the scheme. Section A is for members who joined before 1 December 1971, Section B is for members who joined the scheme between 1 December 1971 and 31 March 1986 and Section C is for members who joined the scheme on or after 1 April 1986 but before the scheme closed to new entrants on 31 March 2001. The membership is analysed below.
| Total | 41,000 | 76,500 | 195,500 | 313,000 |
|---|---|---|---|---|
| Section C | 24,000 | 41,000 | 19,000 | 84,000 |
| Sections A and Ba | 17,000 | 35,500 | 176,500 | 229,000 |
| At 31 March 2014 | members | members | pensioners | membership |
| of active | deferred | Number of | Total | |
| Number | Number of |
| Sections A and Ba | 19,000 | 39,000 | 175,000 | 233,000 |
|---|---|---|---|---|
| Section C | 25,000 | 41,500 | 18,000 | 84,500 |
| Total | 44,000 | 80,500 | 193,000 | 317,500 |
a Section A and Section B memberships have been aggregated in this table as Section A members have typically elected to take Section B beneƬts at retirement.
Since 1 April 2009, when changes to member beneƬts and contribution rates were introduced, BTPS members have accrued beneƬts based upon a career average re-valued earnings (CARE) basis and a normal pensionable age of 65. On a CARE basis beneƬts are built up based upon earnings in each year and the beneƬt accrued for each year is increased by the lower of inƮation or the individual's actual pay increase in each year to retirement. BeneƬts earned for pensionable service prior to 1 April 2009 are based upon a member's Ƭnal salary and a normal pensionable age of 60. Under the scheme rules the determination of the rate of inƮation for statutory minimum rates of revaluation and indexation of beneƬts is based upon either the Retail Prices Index (RPI) or the Consumer Prices Index (CPI) which apply to each category of member as shown below.
| Active members | Deferred members | Pensioners | |
|---|---|---|---|
| Section Ba | BeneƬts accrue on a CARE basis increasing at the lower |
Preserved beneƬts are revalued before retirement based |
Increases in beneƬts in payment are based upon CPI |
| Section C | of RPI or the individual's actual pay increase |
upon CPI | Increases in beneƬts in payment are based upon RPI up to a maximum of 5% |
a Section A members have typically elected to take Section B beneƬts at retirement.
BT Pension Scheme Trustees Limited (the Trustee) has been appointed by BT as an independent Trustee to administer and manage 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 there are nine Trustee directors all of whom are appointed by BT. The chairman of the Trustee is appointed after consultation with, and with the agreement of, the relevant trade unions who are also responsible for nominating four directors to act as representatives of the members. Of the remaining four directors, two 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 qualiƬed candidate at least one of the Trustee directors should be a current pensioner or deferred pensioner of the BTPS. Trustee directors are appointed for a three-year term, but are then eligible for re-appointment.
The target allocation of assets between diƪerent classes of investment is reviewed regularly and is a key factor in the Trustee's investment policy. The targets set reƮect the Trustee's 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. Current market conditions and trends are regularly assessed and short-term tactical shifts in asset allocation may be made around the long-term target. The BTPS also uses Ƭnancial instruments to balance the asset allocation and to manage inƮation risk, liquidity risk and foreign currency risk.
Under IAS 19 (Revised 2011) plan assets must be valued at the bid market value at the balance sheet date. For the main asset categories
The fair value of the assets of the BTPS analysed by asset category are shown below. These are subdivided by assets that have a quoted market price in an active market and those that do not (such as investment funds).
| Asset fair valuea | Asset fair valuea | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| At 31 March | Total assets £bn |
of which quotedb £bn |
Total % |
% | Total assets £bn |
of which quotedb £bn |
Total % |
% | |
| Equities | 11.2c | 5.8 | 28 | 26 | 11.1 | 6.0 | 27 | 26 | |
| Fixed-interest securities | 7.1 | 5.7 | 18 | 17 | 7.9 | 6.0 | 19 | 17 | |
| Index-linked securities | 9.9 | 8.5 | 24 | 26 | 9.5 | 8.3 | 23 | 26 | |
| Property | 4.3 | – | 11 | 11 | 4.3 | – | 10 | 11 | |
| Alternative assetsd | 7.1 | 1.0 | 18 | 20 | 8.1 | 0.9 | 20 | 20 | |
| Cash and other | 0.3 | – | 1 | – | 0.4 | – | 1 | – | |
| Total | 39.9 | 21.0 | 100 | 100 | 41.3 | 21.2 | 100 | 100 |
a At 31 March 2014 and 31 March 2013, the scheme's assets did not include any directly held ordinary shares of the company. The scheme held £9m (201213: £9m) of index-linked bonds issued by the group.
b Assets with a Tuoted price in an active market. c
At 31 March 2014, the BTPS held £2.6bn of 8. eTuities (201213: £2.7bn). d
Alternative asset classes include commodities, private eTuity and credit opportunities.
| Over | |||
|---|---|---|---|
| Target benchmark |
Actual BTPS |
(under) performance |
|
| Period ending 30 June 2013 | % | % | % |
| 6 monthsa | 3.4 | 3.7 | 0.3 |
| 3 years | 7.1 | 7.4 | 0.3 |
| 10 years | 6.9 | 7.9 | 1.0 |
a The Trustee historically reported investment performance for periods ending 31 December. From 2013, the Trustee changed this to periods ending 30 June.
The liabilities of the BTPS are measured as the present value of the estimated future beneƬt cash Ʈows to be paid by the scheme, calculated using the projected unit credit method. These calculations are performed for the company by a professionally qualiƬed independent actuary.
The expected future beneƬt payments are based on a number of assumptions including future inƮation, retirement ages, beneƬt options chosen and life expectancy and are therefore inherently uncertain. Actual beneƬt payments in a given year may be higher or lower, for example if members retire sooner or later than assumed, or take a greater or lesser cash lump sum at retirement. The estimated duration of BTPS liabilities, which is an indicator of the weighted average term of the liabilities, is 15 years (2012/13 15 years) although the beneƬts payable by the BTPS are expected to be paid over more than 80 years as shown in the graph below. Whilst beneƬt payments are expected to increase over the earlier years, the expected value of the liabilities will reduce.
The key Ƭnancial assumptions used to measure the liabilities of the BTPS under IAS 19 (Revised 2011) are shown below.
| Nominal rates (per year) | Real rates (per year)a | ||||||
|---|---|---|---|---|---|---|---|
| At 31 March | 2014 % |
2013 % |
2012 % |
2014 % |
2013 % |
2012 % |
|
| Rate used to discount liabilities | 4.25 | 4.20 | 4.95 | 0.97 | 0.87 | 1.84 | |
| InƮation – increase in RPI | 3.25 | 3.30 | 3.05 | – | – | – | |
| InƮation – increase in CPI | 2.50b | 2.55b | 2.30c | (0.75)b | (0.75)b | (0.75)c |
a The real rate is calculated relative to RPI inƮation and is shown as a comparator. b
Assumed to be 0.45% lower after 31 March 2016. c
Assumed to be 0.45% lower after 31 March 2015.
IAS 19 (Revised 2011) requires that the discount rate is 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 at 31 March 2014 and 31 March 2013 is based on a market-based AA corporate bond yield curve allowing for the future expected beneƬt payments from the BTPS.
Salary increases are assumed to be aligned with RPI inƮation whilst beneƬts are assumed to increase by either RPI or CPI inƮation as prescribed by the rules of the BTPS and summarised above. The assumption for RPI has been assessed by reference to yields on long-term Ƭxed and index-linked Government bonds and Bank of England published inƮationary expectations. CPI is assessed at a margin below RPI taking into account market forecasts and independent estimates of the long-term diƪerence, such as the OƯce of Budgetary Responsibility's analysis indicating a long-term diƪerence of between 1.3% to 1.5%.
The average life expectancy assumptions, after retirement at 60 years of age, are as follows.
| 2014 | 2013 | |
|---|---|---|
| Number of | Number of | |
| At 31 March | years | years |
| Male in lower pay bracket | 26.0 | 25.9 |
| Male in higher pay bracket | 27.7 | 27.6 |
| Female | 28.5 | 28.4 |
| Average improvement for a member retiring at age 60 in 10 years' time | 1.0 | 1.0 |
The assumptions about life expectancy have regard to information published by the UK actuarial profession's Continuous Mortality Investigation. However, due to the si]e of the membership of the BTPS it is considered appropriate for the adopted life expectancy assumptions to take into account the actual membership experience of the scheme. Allowance is also made for future improvements in mortality. The BTPS actuary undertakes formal reviews of the membership experience at every triennial valuation.
The assumptions on the discount rate, inƮation, salary increases and life expectancy all have a signiƬcant eƪect on the measurement of scheme liabilities. The following table provides an indication of the sensitivity of the IAS 19 (Revised 2011) pension liability at 31 March 2014, and of the income statement charge for 2014/15, to changes in these assumptions.
| Decrease (increase) in |
||
|---|---|---|
| Decrease | Decrease | net interest |
| (increase) in liability |
(increase) in service cost |
on pensions deƬcit |
| £bn | £m | £m |
| 0.25 percentage point increase to | ||
| – discount rate 1.6 |
10 | 55 |
| – inƮation rate (assuming RPI, CPI and salary increases all move by 0.25 percentage points) (1.3) |
(10) | (55) |
| – CPI inƮation rate (assuming RPI and salary increases are unchanged) (0.8) |
(5) | (35) |
| – salary increases (assuming RPI and CPI are unchanged) (0.2) |
(5) | (10) |
| Additional one year increase to life expectancy (1.0) |
(5) | (40) |
The triennial valuation is carried out for the Trustee by a professionally qualiƬed 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 suƯcient funds available to meet future beneƬt payments. The latest funding valuation was performed as at 30 June 2011. The next funding valuation will have an eƪective date of no later than 30 June 2014.
The valuation methodology for funding purposes, which is based on prudent assumptions, is broadly as follows
– assets are valued at market value at the valuation date and
– liabilities are measured on an actuarial funding basis using the projected unit credit method and discounted to their present value.
The results of the two most recent triennial valuations which have been performed using the same methodology are shown below.
| June | December | |
|---|---|---|
| 2011 | 2008 | |
| valuation | valuation | |
| £bn | £bn | |
| BTPS liabilities | (40.8) | (40.2) |
| Market value of BTPS assets | 36.9 | 31.2 |
| Funding deƬcit | (3.9) | (9.0) |
| Percentage of accrued beneƬts covered by BTPS assets at valuation date | 90.4% | 77.6% |
| Percentage of accrued beneƬts on a solvency basis covered by the BTPS assets at the valuation date | 66.0% | 57.0% |
The reduction of the funding deƬcit in the period from 31 December 2008 to 30 June 2011 reƮects an increase in scheme assets due to deƬcit contribution payments totalling £1.6bn and strong investment performance of 10.1% per year. The liabilities increased due to a lower discount rate which was partly oƪset by the impact of the announcement in July 2010 by the Government that CPI, rather than RPI, will be used as the basis for determining the rate of inƮation for the statutory minimum rate of revaluation and indexation of occupational pension rights.
These valuations were determined using the following prudent long-term assumptions.
| Nominal rates (per year) | Real rates (per year)a | ||||
|---|---|---|---|---|---|
| June | December | June | December | ||
| 2011 | 2008 | 2011 | 2008 | ||
| valuation | valuation | valuation | valuation | ||
| % | % | % | % | ||
| Discount rate | |||||
| – pre-retirement liabilities | 6.35 | 6.76 | 3.05 | 3.65 | |
| – post-retirement liabilities | 4.90 | 5.21 | 1.65 | 2.15 | |
| Average long-term increase in RPI and future increases in wages and salaries | 3.20 | 3.00 | – | – | |
| Average long-term increase in CPI | 2.20 | n/a | (1.0) | n/a |
a The real rate is calculated relative to RPI inƮation and is shown as a comparator.
| June | December | |
|---|---|---|
| 2011 | 2008 | |
| valuation | valuation | |
| Number of | Number of | |
| At date of valuation | years | years |
| Male in lower pay bracket | 26.0 | 25.5 |
| Male in higher pay bracket | 27.8 | 27.7 |
| Female | 28.5 | 28.3 |
| Average improvement for a member retiring at age 60 in 10 years' time | 1.2 | 1.1 |
| 2014 | 2013 | |
|---|---|---|
| Year ended 31 March | £m | £m |
| Ordinary contributions | 205 | 207 |
| DeƬcit contributions | 325 | 325 |
| Total contributions in the year | 530 | 532 |
The group expects to contribute approximately £495m to the BTPS in 2014/15, comprising ordinary contributions of approximately £200m and deƬcit contributions of £295m.
Under the terms of the Trust Deed, the group is required to have a funding plan, determined at the conclusion of the triennial funding valuation, which is a legal agreement between BT and the independent Trustee and should address the deƬcit over a maximum period of 20 years.
In May 2012, the 2011 triennial funding valuation was Ƭnalised, agreed with the Trustee and certiƬed by the Scheme Actuary. The funding deƬcit at 30 June 2011 was £3.9bn. Under the associated recovery plan BT made payments of £2.0bn in March 2012, £325m in March 2013 and £325m in March 2014. BT will make deƬcit payments of £295m in each year from 2015 to 2021. The valuation in addition determined that the ordinary contributions rate required to meet the beneƬts of current employed members reduced to 13.5% of pensionable salaries (including employee contributions) from 13.6% with eƪect from 1 June 2012.
The valuation documentation has been submitted to the Pensions Regulator for review. The Ƭnal Court decision in the Crown Guarantee case, after any appeals, will give greater clarity as to the extent to which the liabilities of the BTPS are covered by the Crown Guarantee. This will inform the Pensions Regulator's next steps with regard to the valuation of the scheme.
The 2011 funding agreement with the Trustee included additional features for BT to provide support to the scheme
At the 2014 valuation, the remaining 2011 recovery plan will be worth about £1.7bn (based on 2011 discount rates). If the deƬcit agreed at the 2014 valuation exceeds this level, BT will provide extra payments in addition to the remaining £295m annual deƬcit payments under the 2011 recovery plan. The amounts payable are dependent on the level of the deƬcit as shown in the table below.
| Additional contributions payable 2015 2016 |
|||||
|---|---|---|---|---|---|
| £m | 2017 | ||||
| £m | £m | ||||
| DeƬcit above remaining 2011 recovery plan present value | |||||
| £nil | – | – | – | ||
| £1.0bn | 199 | 205 | 211 | ||
| £2.0bn | 273 | 282 | 289 | ||
| £2.9bn or above | 360 | 371 | 381 |
At deƬcit levels between these values the level of additional contributions is scaled accordingly. At a level of £2.9bn or above these are the maximum additional contributions under the terms of this agreement. A new agreement would cover additional contributions if these are required.
A similar mechanism applies based on the deƬcit agreed at the 2017 valuation. If this exceeds the outstanding recovery plan (with the remaining 2011 recovery plan worth about £1.1bn in 2017, based on 2011 discount rates), BT will provide extra payments dependent on the level of the deƬcit as shown in the table below.
| Additional contributions payable | |||||||
|---|---|---|---|---|---|---|---|
| 2018 £m |
2019 £m |
2020 £m |
2021 £m |
2022 £m |
2023 £m |
2024 £m |
|
| DeƬcit above remaining 2014 recovery plan present value | |||||||
| £nil | – | – | – | – | – | – | – |
| £1.0bn | 197 | 203 | 209 | 215 | 207 | 213 | – |
| £2.0bn | 341 | 351 | 362 | 373 | 358 | 369 | 381 |
| £2.9bn or above | 393 | 404 | 416 | 429 | 670 | 670 | 670 |
A new agreement would cover additional contributions if these are required.
If the deƬcit at 2014 is below the value of the remaining 2011 recovery plan, no additional deƬcit contributions are necessary and the remaining recovery plan will be revised. Likewise, if the deƬcit at 2017 is below the remaining recovery plan at that time.
In the unlikely event that the group were to become insolvent there are additional protections available to members
In addition to the BTPS, the group maintains beneƬt plans in most other countries with a focus on these being appropriate for the local market and culture.
After the BTPS, the largest deƬned beneƬt plan sponsored by the group is a plan in the Netherlands with liabilities of around £120m.
As part of the group-wide restructuring programme, a deƬned beneƬt plan in the US, with liabilities of £60m, was closed and is being wound up, resulting in a settlement charge of around £2m. This charge is included as a speciƬc item within restructuring costs (see note 8).
The BT Retirement Saving Scheme (BTRSS) is the largest deƬned contribution scheme maintained by the group with around 26,000 active members. In the year to 31 March 2014, the group contributed £97m to the BTRSS.
| Employee share | ||||||
|---|---|---|---|---|---|---|
| Treasury sharesa | ownership trusta | Total | ||||
| millions | £m | millions | £m | millions | £m | |
| At 1 April 2012 | 367 | (1,018) | – | – | 367 | (1,018) |
| Own shares purchasedb | 87 | (189) | 44 | (113) | 131 | (302) |
| Share options exercisedb,c | (131) | 363 | – | – | (131) | 363 |
| Executive share awards vested | (46) | 127 | – | – | (46) | 127 |
| Other movements | (6) | 17 | 8 | (19) | 2 | (2) |
| At 1 April 2013 | 271 | (700) | 52 | (132) | 323 | (832) |
| Own shares purchasedb | 27 | (98) | 59 | (204) | 86 | (302) |
| Share options exercisedb,c | (66) | 172 | – | – | (66) | 172 |
| Executive share awards vested | – | – | (49) | 133 | (49) | 133 |
| At 31 March 2014 | 232 | (626) | 62 | (203) | 294 | (829) |
a At 31 March 2014, 232,487,770 shares (201213: 270,780,954) with an aggregate nominal value of £12m (201213: £14m) were held at cost as treasury shares and 61,313,845 shares (201213: 51,815,160) with an aggregate nominal value of £3m (201213: £3m) were held in the Trust. b
See group cash Ʈow statement on page 126. In 201314 the cash paid for the repurchase of ordinary share capital was £302m (201213: £302m). The cash received for proceeds on the issue of treasury shares was £75m (201213: £109m). c
Includes share option exercises in relation to Employee Saveshare Plans and GSOP and G/OP (/egacy Plans). See note 21 for details.
The treasury shares and the shares in the Trust are being utilised to satisfy the group's obligations under its employee share plans. Further details on Employee Saveshare Plans and Executive share plans are provided in note 21.
The company has savings-related share option plans for its employees and those of participating subsidiaries, further share option plans for selected employees and a stock purchase plan for employees in the US. 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.
| Year ended 31 March | 2014 £m |
2013 £m |
2012 £m |
|---|---|---|---|
| Employee Saveshare Plans | 25 | 25 | 25 |
| Executive Share Plans | |||
| Incentive Share Plan (ISP) | 21 | 27 | 43 |
| Deferred Bonus Plan (DBP) | 11 | 10 | 8 |
| Other plans | 3 | 2 | (1) |
| 60 | 64 | 75 |
Under an HMRC approved savings-related share option plan employees save on a monthly basis, over a three or Ƭve-year period, towards the purchase of shares at a Ƭxed price determined when the option is granted. This price is usually set at a 20% discount to the market price for Ƭveyear 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 BT's overseas employees.
Under the 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 predetermined corporate performance measures and if the participants are still employed by the group. For ISP awards granted in 2013/14, 2012/13 and 2011/12 40% of each award is linked to a total shareholder return (TSR) target for a comparator group of companies from the beginning of the relevant performance period 40% is linked to a three-year cumulative free cash Ʈow measure, and 20% to growth in underlying revenue excluding transit.
Under the 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.
In accordance with the terms of the ISP and DBP, dividends or dividend equivalents earned on shares during the conditional periods are reinvested in company shares for the potential beneƬt of the participants.
Movements in Employee Saveshare options are shown below.
| Movement in the number of share options | Weighted average exercise price | |||||
|---|---|---|---|---|---|---|
| 2014 | 2013 | 2012 | 2014 | 2013 | 2012 | |
| Year ended 31 March | millions | millions | millions | pence | pence | pence |
| Outstanding at 1 April | 490 | 561 | 567 | 91 | 79 | 77 |
| Granted | 40 | 66 | 33 | 257 | 176 | 161 |
| Forfeited | (10) | (10) | (17) | 158 | 120 | 97 |
| Exercised | (57) | (119) | (12) | 110 | 69 | 132 |
| Expired | (4) | (8) | (10) | 78 | 188 | 140 |
| Outstanding at 31 March | 459 | 490 | 561 | 102 | 91 | 79 |
| Exercisable at 31 March | 2 | – | 1 | 111 | – | 128 |
The weighted average share price for all options exercised during 2013/14 was 356p (2012/13 221p, 2011/12 203p).
The following table summarises information relating to options outstanding and exercisable under Employee Saveshare plans at 31 March 2014.
| Weighted | ||||
|---|---|---|---|---|
| Weighted | Number of | average | ||
| average | outstanding | remaining | ||
| Exercise price per | exercise | options | contractual | |
| Normal dates of vesting and exercise (based on calendar years) | share | price | millions | life |
| 2014 | 61p – 175p | 64p | 302 10 months | |
| 2015 | 104p – 189p | 135p | 64 22 months | |
| 2016 | 156p – 280p | 207p | 35 34 months | |
| 2017 | 168p –280p | 169p | 35 46 months | |
| 2018 | 249p | 249p | 22 58 months | |
| Total | 102p | 458 | 19 months |
During 2013/14 9m (2012/13 12m, 2011/12 2m) options were exercised, nil (2012/13 1m, 2011/12 2m) options expired and nil (2012/13 nil, 2011/12 1m) options were forfeited under former executive share option plans (GSOP and GLOP). Under these plans 1m (2012/13 11m, 2011/12 24m) options were outstanding at the end of the year and are exercisable up to 2014/15. The weighted average exercise price of the outstanding options was 194p (2012/13 198p, 2011/12 198p). At 31 March 2014 outstanding options under GSOP and GLOP had a weighted average remaining contractual life of four months.
Movements in executive share plan awards during 2013/14 are shown below
| Number of shares (millions) | |||
|---|---|---|---|
| ISP | DBP | Total | |
| At 1 April 2013 | 98 | 22 | 120 |
| Awards granted | 19 | 3 | 22 |
| Awards vested | (40) | (9) | (49) |
| Awards lapsed | (9) | (3) | (12) |
| Dividend shares reinvested | 2 | – | 2 |
| At 31 March 2014 | 70 | 13 | 83 |
The following table summarises the fair values and key assumptions used for valuing grants made under the Employee Saveshare plans and ISP in 2013/14, 2012/13 and 2011/12.
| 2014 | 2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|
| Employee | Employee | Employee | |||||
| Year ended 31 March | Saveshare | ISP | Saveshare | ISP | Saveshare | ISP | |
| Weighted average fair value | 61p | 269p | 43p | 170p | 44p | 170p | |
| Weighted average share price | 310p | 315p | 209p | 204p | 198p | 198p | |
| Weighted average exercise price | 257p | n/a | 176p | n/a | 161p | n/a | |
| Expected dividend yield | 3.9% – 5.6% | 5.6% | 3.6% – 5.2% | 5.1% | 5.3% – 5.5% | 5.3% | |
| Risk free rates | 0.7% – 1.5% | 0.7% | 0.3% – 0.8% | 0.4% | 1.1% – 2.0% | 1.1% | |
| Expected volatility | 23.3% – 31.9% | 32.0% 28.1% – 36.5% | 33.6% 31.0% – 35.6% | 31.2% |
Employee Saveshare grants are valued using a Binomial options pricing model. Awards under the ISP are valued using Monte Carlo simulations. TSRs are generated for BT and the comparator group at the end of the three-year performance period, using each company's volatility and dividend yield, as well as the cross correlation between pairs of stocks.
Volatility has been determined by reference to BT's historical volatility which is expected to reƮect the BT share price in the future. An expected life of three months after vesting date is assumed for Employee Saveshare 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 eƪect at the time of the grant, for the expected life of the option or award.
The fair values for the DBP were determined using the market price of the shares at the date of grant. The weighted average share price for DBP awards granted in 2013/14 was 315p (2012/13 203p, 2011/12 198p).
| 2014 | 2013 | |
|---|---|---|
| At 31 March | £m | £m |
| Non-current assets | ||
| Available-for-sale | 25 | 53 |
| Fair value through proƬt or loss | 9 | 11 |
| 34 | 64 | |
| Current assets | ||
| Available-for-sale | 1,774 | 530 |
| Loans and receivablesa | – | 1 |
| 1,774 | 531 |
a /oans and receivables are held on balance sheet at amortised cost.
| Total | 27 | 1,774 | 7 | 1,808 |
|---|---|---|---|---|
| Fair value through proƬt or loss | 9 | – | – | 9 |
| Non-current and current investments Available-for-sale investments |
18 | 1,774 | 7 | 1,799 |
| Fair value hierarchy At 31 March 2014 |
Level 1 £m |
Level 2 £m |
Level 3 £m |
fair value £m |
| Total held at |
| Total held at | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | fair value | |
| At 31 March 2013 | £m | £m | £m | £m |
| Non-current and current investments | ||||
| Available-for-sale investments | 45 | 530 | 8 | 583 |
| Fair value through proƬt or loss | 11 | – | – | 11 |
| Total | 56 | 530 | 8 | 594 |
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 balances consist of available-for-sale investments of £18m (2012/13 £45m) and listed investments of £9m (2012/13 £11m) designated at fair value through proƬt and loss.
Level 2 balances consist of investments in AAA rated liquidity funds denominated in Sterling of £1,774m (2012/13 £530m) are classiƬed as available-for-sale.
Level 3 balances consist of available-for-sale investments of £7m (2012/13 £8m) which represent investments in a number of private companies. In the absence of speciƬc market data, these investments are held at cost, adjusted as necessary for impairments, which approximates to fair value. There were no losses recognised in the income statement in respect of Level 3 assets held at 31 March 2014 (2012/13 £nil).
| At 31 March | 2014 £m |
2013 £m |
|---|---|---|
| Cash at bank and in hand | 380 | 329 |
| Cash equivalents | ||
| Loans and receivables | ||
| US deposits | 55 | 59 |
| UK deposits | 257 | 526 |
| European deposits | – | 3 |
| Other deposits | 3 | 7 |
| Total cash equivalents | 315 | 595 |
| Total cash and cash equivalents | 695 | 924 |
| Bank overdrafts (note 24) | (11) | (5) |
| Cash and cash equivalents per the cash Ʈow statement | 684 | 919 |
The group has cross undertaking guarantee facilities across certain bank accounts which allow a legally enforceable right of set-oƪ of the relevant cash and overdraft balances on bank accounts included within each scheme.
The group's cash at bank included restricted cash of £109m (2012/13 £91m), of which £106m (2012/13 £87m) were held in countries in which prior approval is required to transfer funds abroad. Such funds can be used by the group within a reasonable period of time if it complies with these requirements. The remaining balance of £3m (2012/13 £4m) was held in escrow accounts.
Cash and cash equivalents are classiƬed as loans and receivables and are held on the group balance sheet at amortised cost which equates to fair value.
The objective of the group's 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 2013/14 and 2012/13. For details of share issues and repurchases in the year see note 20.
The group's capital structure consists of net debt and shareholders' equity. The analysis below summarises the components which the group manages as capital.
| At 31 March | 2014 £m |
2013 £m |
|---|---|---|
| Net debt | 7,028 | 7,797 |
| Total parent shareholders' (deƬcit) equitya | (610) | (276) |
| 6,418 | 7,521 |
a Excludes non-controlling interests of £18m (201213: £14m).
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 deƬned 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.
| At 31 March | 2014 £m |
2013 £m |
|---|---|---|
| Loans and other borrowings | 9,814 | 10,013 |
| Less | ||
| Cash and cash equivalents | (695) | (924) |
| Current asset investments | (1,774) | (531) |
| 7,345 | 8,558 | |
| Adjustments | ||
| To retranslate debt balances at swap rates where hedged by currency swaps | (24) | (417) |
| To remove accrued interest applied to reƮect the eƪective interest method and fair value adjustments | (293) | (344) |
| Net debt | 7,028 | 7,797 |
| At 31 March | 2014 £m |
2013 £m |
|---|---|---|
| Floating US\$500m FRN due December 2013a | – | 329 |
| 5.25% €750m bond due June 2014a | 645 | 660 |
| 6.125% €600m bond due July 2014a,b | 518 | 530 |
| 2.00% US\$750m bond due June 2015a | 452 | 497 |
| 6.50% €1,000m bond due July 2015a | 867 | 886 |
| 1.625% US\$600m bond due June 2016a | 361 | – |
| 8.50% £683m bond due December 2016 (minimum 7.50%d ) |
699 | 699 |
| 1.25% US\$500m bond due February 2017a | 300 | – |
| 6.625% £500m bond due June 2017a | 526 | 525 |
| 5.95% US\$1,100m bond due January 2018a | 668 | 734 |
| 2.35% US\$800m bond due February 2019a | 481 | – |
| 8.625% £300m bond due March 2020 | 299 | 299 |
| 3.50% £250m index linked bond due April 2025 | 382 | 370 |
| 5.75% £600m bond due December 2028c | 670 | 717 |
| 9.625% US\$2,670m bond due December 2030a (minimum 8.625%d ) |
1,648 | 1,809 |
| 6.375% £500m bond due June 2037a | 522 | 521 |
| Total listed bonds | 9,038 | 8,576 |
| Finance leases | 264 | 272 |
| Commercial papere | 324 | 769 |
| Other loans | 177 | 391 |
| Bank overdrafts | 11 | 5 |
| Total other loans and borrowings | 512 | 1,165 |
| Total loans and borrowings | 9,814 | 10,013 |
a Designated in a cash Ʈow hedge relationship. b
The interest rate payable on this bond attracts an additional 1.25% for a downgrade by one credit rating category by either or both Moody's and S P below Baa3BBBs, respectively. c
Designated in a fair value hedge relationship. d The interest rate payable on this bond attracts an additional 0.25% for a downgrade by one credit rating by either Moody's or S P to the group's senior unsecured debt below A3As respectively. In addition, if Moody's or S P subseTuently increase the ratings then the interest rate will be decreased by 0.25% for each rating category upgrade by each rating agency. In no event will the
interest rate be reduced below the minimum rate reƮected in the above table. e
Commercial paper of £237m (201213: £146m) is denominated in Euros and of £87m (201213: £623m) in 8S Dollars.
Unless designated in a fair value hedge relationship, all loans and other borrowings are carried in the group balance sheet and the table above at amortised cost. The fair value of listed bonds is £10,597m (2012/13 £10,535m) and the fair value of Ƭnance leases is £286m (2012/13 £314m). The fair value of the group's bonds and other long-term borrowings are estimated on the basis of quoted market prices for the same or similar issues with same maturities, where they exist and on calculation of the value of future cash Ʈows using approximate discount rates in eƪect at the balance sheet date where market prices of similar issues do exist.
The carrying amount of commercial paper, other loans and bank overdrafts equates to fair value due to the short maturity of these items.
The interest rates payable on loans and borrowings disclosed above reƮect the coupons on the underlying issued loans and borrowings and not the interest rates achieved through applying associated cross-currency and interest rate swaps in hedge arrangements.
Loans and other borrowings are analysed as follows
| 2014 | 2013 | |
|---|---|---|
| At 31 March | £m | £m |
| Current liabilities | ||
| Listed bonds | 1,349 | 566 |
| Finance leases | 14 | 7 |
| Commercial paper | 324 | 769 |
| Other loans and bank overdrafts | 186 | 394 |
| Total current liabilities | 1,873 | 1,736 |
| Non-current liabilities | ||
| Listed bonds | 7,689 | 8,010 |
| Finance leases | 250 | 265 |
| Other loans and borrowings | 2 | 2 |
| Total non-current liabilities | 7,941 | 8,277 |
| Total | 9,814 | 10,013 |
The carrying values disclosed in the above table reƮect balances at amortised cost adjusted for accrued interest and current fair value adjustments to the relevant loans or borrowings. These do not reƮect the Ƭnal principal repayments that will arise after taking account of the relevant derivatives in hedging relationships which are reƮected in the table below. Apart from Ƭnance leases, all borrowings as at 31 March 2014 and 2013 were unsecured.
The principal repayments of loans and borrowings at hedged rates amounted to £9,496m (2012/13 £9,251m) and repayments fall due as follows
| 2014 | ||||||
|---|---|---|---|---|---|---|
| Carrying amount |
Eƪect of hedging and a interest |
Principal repayments at hedged rates |
Carrying amount |
Eƪect of hedging and a interest |
Principal repayments at hedged rates |
|
| At 31 March | £m | £m | £m | £m | £m | £m |
| Within one year, or on demand | 1,873 | (183) | 1,690 | 1,736 | (264) | 1,472 |
| Between one and two years | 1,291 | (7) | 1,284 | 1,155 | 9 | 1,164 |
| Between two and three years | 1,353 | 36 | 1,389 | 1,352 | (69) | 1,283 |
| Between three and four years | 1,172 | (111) | 1,061 | 693 | – | 693 |
| Between four and Ƭve years | 492 | 7 | 499 | 1,235 | (174) | 1,061 |
| After Ƭve years | 3,572 | 1 | 3,573 | 3,734 | (156) | 3,578 |
| Total due for repayment after more than one year | 7,880 | (74) | 7,806 | 8,169 | (390) | 7,779 |
| Total repayments | 9,753 | (257) | 9,496 | 9,905 | (654) | 9,251 |
| Fair value adjustments for hedged risk | 61 | 108 | ||||
| Total loans and other borrowings | 9,814 | 10,013 |
a Adjustments for hedging and interest reƮect the impact of the currency element of derivatives and adjust the repayments to exclude interest recognised in the carrying amount.
Obligations under Ƭnance leases are analysed as follows
| 2013 | 2014 | 2013 | ||
|---|---|---|---|---|
| Minimum lease payments | Repayment of outstanding lease obligations |
|||
| At 31 March | £m | £m | £m | £m |
| Amounts payable under Ƭnance leases | ||||
| Within one year | 31 | 23 | 14 | 7 |
| In the second to Ƭfth years inclusive | 111 | 109 | 51 | 47 |
| After Ƭve years | 307 | 342 | 199 | 218 |
| 449 | 474 | 264 | 272 | |
| Less future Ƭnance charges | (185) | (202) | – | – |
| Total Ƭnance lease obligations | 264 | 272 | 264 | 272 |
Assets held under Ƭnance leases mainly consist of buildings and network assets. The group's obligations under Ƭnance leases are secured by the lessors' title to the leased assets.
| 25. Finance expense | |||
|---|---|---|---|
| Year ended 31 March | 2014 £m |
2013 £m |
2012 £m |
| Finance expense | |||
| Interest on | |||
| – Financial liabilities at amortised cost | 560 | 623 | 644 |
| – Finance leases | 16 | 19 | 18 |
| – Derivatives | 13 | 5 | 16 |
| Fair value movements | |||
| – Bonds designated as hedged items in fair value hedges | (47) | 31 | 81 |
| – Derivatives designated as hedging instruments in fair value hedges | 47 | (31) | (81) |
| – Derivatives not in a designated hedge relationship | (2) | 6 | 13 |
| ReclassiƬcation of cash Ʈow hedge from other comprehensive income | 9 | 12 | 5 |
| Unwinding of discount on provisions | 8 | 6 | 5 |
| Finance expense | 604 | 671 | 701 |
| Less interest capitalised at weighted average rate of 6.1% (2012/13 6.1%, 2011/12 7.3%) | (1) | (5) | (9) |
| Total Ƭnance expense before speciƬc items | 603 | 666 | 692 |
| SpeciƬc items (note 8)a | 235 | 119 | 98 |
| Total Ƭnance expensea | 838 | 785 | 790 |
a Restated. See note 1.
Net interest cash outƮow of £608m (2012/13 £692m, 2011/12 £685m) is £17m higher (2012/13 £39m, 2011/12 £4m) than the net Ƭnance expense in the income statement. This is mostly due to certain interest cash outƮows and inƮows being spread over a number of years in the income statement.
| Net interest cash outƮow | 608 | 692 | 685 |
|---|---|---|---|
| Deferred income | 8 | 8 | 8 |
| Timing of coupon payments on bonds | (5) | 15 | – |
| Derivative restructuring costs | 14 | 16 | (4) |
| Timing diƪerences | |||
| Net Ƭnance expense | 591 | 653 | 681 |
| Year ended 31 March | £m | £m | £m |
| 2014 | 2013 | 2012 |
The group issues or holds Ƭnancial instruments mainly to Ƭnance its operations to Ƭnance corporate transactions such as dividends, share buybacks 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 Ƭnance. In addition, various Ƭnancial instruments, for example trade receivables and trade payables, arise directly from the group's operations.
The group's activities expose it to a variety of Ƭnancial risks market risk (including interest rate risk and foreign exchange risk) credit risk and liquidity risk.
The group has a centralised treasury operation whose primary role is to manage liquidity and funding requirements and the group's exposure to associated Ƭnancial and market risks, including credit risk, interest rate risk and foreign exchange risk.
Treasury policy is set by the Board. Group treasury activities are subject to a set of controls appropriate for 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.
There has been no change in the nature of the group's risk proƬle between 31 March 2014 and the date of approval of these Ƭnancial statements.
The group's interest rate risk arises primarily from our long-term borrowings. Interest cash Ʈow risk arises from borrowings issued at variable rate, partially oƪset by cash held at variable rates. Fair value interest rate risk arises from borrowings issued at Ƭxed rates.
The group's policy, as set by the Board, is to ensure that at least 70% of net debt is at Ƭxed rates. Short-term interest rate management is delegated to the treasury operation while long-term interest rate management decisions require further approval by the Group Finance Director, Director Treasury, Tax and Risk Management or the Treasurer BT Group who have been delegated such authority from the Board.
In order to manage the group's interest rate proƬle, 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 Ƭxed. The duration of the swap agreements matches the duration of the debt instruments. The majority of the group's long-term borrowings have been, and are, subject to Ƭxed Sterling interest rates after applying the impact of these hedging instruments.
The purpose of the group's foreign currency hedging activities is to protect the group from the risk that eventual future net inƮows and net outƮows will be adversely aƪected by changes in exchange rates.
The Board's policy for foreign exchange risk management deƬnes the type of transactions which should normally be covered, including signiƬcant operational, funding and currency interest exposures, and the period over which cover should extend for the diƪerent types of transactions.
Short-term foreign exchange management is delegated to the treasury operation whilst long-term foreign exchange management decisions require further approval from the Group Finance Director, Director Treasury, Tax and Risk Management or the Treasurer BT Group who have been delegated such authority by the Board.
A signiƬcant proportion of the group's external revenue and costs arise within the UK and are denominated in Sterling. The group's non-UK operations generally trade and are funded in their functional currency which limits their exposure to foreign exchange volatility. Foreign currency borrowings used to Ƭnance the group's operations have been predominantly swapped into Sterling using cross-currency swaps.
The group also enters into forward currency contracts to hedge foreign currency, capital purchases, purchase and sale commitments, interest expense and foreign currency investments. The commitments hedged are principally denominated in US Dollar, Euro and Asia PaciƬc region currencies. As a result, the group's exposure to foreign currency arises mainly on its non-UK subsidiary investments and on residual currency trading Ʈows.
The table below reƮects the currency and interest rate proƬle of our loans and borrowings after the impact of hedging.
| 2014 | 2013 | |||||
|---|---|---|---|---|---|---|
| At 31 March | Fixed rate interest £m |
Floating rate interest £m |
Total £m |
Fixed rate interest £m |
Floating rate interest £m |
Total £m |
| Sterling Euro US Dollar |
7,946 – – |
1,265 285 – |
9,211 285 – |
7,083 – 6 |
1,695 467 – |
8,778 467 6 |
| Total | 7,946 | 1,550 | 9,496 | 7,089 | 2,162 | 9,251 |
| Ratio of Ƭxed to Ʈoating Weighted average eƪective Ƭxed interest rate – Sterling |
84% 6.6% |
16% | 100% | 77% 7.1% |
23% | 100% |
The Ʈoating rate loans and borrowings bear interest rates Ƭxed in advance for periods ranging from one day to one year, primarily by reference to LIBOR and EURIBOR quoted rates.
The group is exposed to volatility in the income statement and shareholders' equity arising from changes in interest rates and foreign exchange rates. To demonstrate this volatility, management have concluded that the following are reasonable benchmarks for performing sensitivity analysis
– for interest, a 1% increase in interest rates and parallel shift in yield curves across Sterling, US Dollar and Euro currencies and – for foreign exchange, a 10% strengthening/weakening in Sterling against other currencies.
The impact of a 1% change in interest rates on the group's annual net Ƭnance expense was insigniƬcant in both 2013/14 and 2012/13. The impact on equity, before tax, of a 1% increase in interest rates is as detailed below
| 2014 | 2013 | |
|---|---|---|
| £m | £m | |
| Increase | Increase | |
| At 31 March | (Reduce) | (Reduce) |
| Sterling interest rates | 337 | 418 |
| US Dollar interest rates | (361) | (420) |
| Euro interest rates | (14) | (36) |
A 1% decrease in interest rates would have broadly the same impact in the opposite direction.
The group's exposure to foreign exchange volatility in the income statement, after hedging, and within shareholders' equity (excluding translation exposures) was insigniƬcant in both 2013/14 and 2012/13.
The group's 2016 and 2030 bonds contain covenants which have required the group to pay higher rates of interest once the group ceased to be rated at least A3 in the case of Moody's or at least A– in the case of Standard & Poor's (S&P). Additional interest of 0.25% per year accrues for each ratings category downgrade by each agency below those levels from the next coupon date following a downgrade. Based on the total notional value of debt outstanding of £2.3bn at 31 March 2014, the group's Ƭnance expense would increase/decrease by approximately £12m a year if BT's credit rating were to be downgraded/upgraded, respectively, by one credit rating category by both agencies from the current ratings.
The group's €600m 2014 bond attracts an additional 1.25% for a downgrade by one credit rating below Baa3/BBB– by either or both Moody's and S&P, respectively. This would result in an additional Ƭnance expense of approximately £6m per year.
The group's credit ratings were as detailed below
| 2014 | 2013 | |||
|---|---|---|---|---|
| At 31 March | Rating | Outlook | Rating | Outlook |
| Rating agency | ||||
| Standard & Poor's | BBB | Stable | BBB | Stable |
| Moody's | Baa2 | Positive | Baa2 | Positive |
The group is targeting a BBB/Baa1 credit rating over the medium term.
The group ensures its liquidity is maintained by entering into short, medium and long-term Ƭnancial 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 Ƭnancial 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. ReƬnancing risk is managed by limiting the amount of borrowing that matures within any speciƬed period and having appropriate strategies in place to manage reƬnancing needs as they arise. The maturity proƬle of the group's loans and borrowings at 31 March 2014 is disclosed in note 24. The group has term debt maturities of £1.2bn in 2014/15.
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 2013/14 and 2012/13 the group issued commercial paper and held cash, cash equivalents and current investments in order to manage short-term liquidity requirements. At 31 March 2014 the group has undrawn committed borrowing facilities of £1.5bn (2012/13 £1.5bn) maturing in March 2016.
The following table provides an analysis of the remaining contractually agreed cash Ʈows including interest payable for the group's non-derivative Ƭnancial liabilities on an undiscounted basis, which therefore diƪers from both the carrying value and fair value.
| Interest on | |||||
|---|---|---|---|---|---|
| Loans | loans | Trade | |||
| and other | and other | and other | |||
| Non-derivative Ƭnancial liabilities | borrowings | borrowings | payables | Provisions | Total |
| At 31 March 2014 | £m | £m | £m | £m | £m |
| Due within one year | 1,641 | 554 | 3,734 | 37 | 5,966 |
| Between one and two years | 1,291 | 485 | – | 36 | 1,812 |
| Between two and three years | 1,353 | 424 | – | 22 | 1,799 |
| Between three and four years | 1,172 | 360 | – | 18 | 1,550 |
| Between four and Ƭve years | 492 | 287 | – | 17 | 796 |
| After Ƭve years | 3,572 | 3,045 | – | 225 | 6,842 |
| 9,521 | 5,155 | 3,734 | 355 | 18,765 | |
| Interest payments not yet accrued | – | (4,923) | – | – | (4,923) |
| Fair value adjustment for hedged risk | 61 | – | – | – | 61 |
| Impact of discounting | – | – | – | (157) | (157) |
| Carrying value on the balance sheeta | 9,582 | 232 | 3,734 | 198 | 13,746 |
| Interest on | |||||
|---|---|---|---|---|---|
| Loans and other |
loans and other |
Trade and other |
|||
| borrowings | borrowings | payables | Provisions | Total | |
| At 31 March 2013 | £m | £m | £m | £m | £m |
| Due within one year | 1,500 | 558 | 3,961 | 55 | 6,074 |
| Between one and two years | 1,155 | 554 | – | 30 | 1,739 |
| Between two and three years | 1,352 | 485 | – | 19 | 1,856 |
| Between three and four years | 693 | 425 | – | 15 | 1,133 |
| Between four and Ƭve years | 1,235 | 367 | – | 13 | 1,615 |
| After Ƭve years | 3,734 | 3,518 | – | 235 | 7,487 |
| 9,669 | 5,907 | 3,961 | 367 | 19,904 | |
| Interest payments not yet accrued | – | (5,671) | – | – | (5,671) |
| Fair value adjustment for hedged risk | 108 | – | – | – | 108 |
| Impact of discounting | – | – | – | (135) | (135) |
| Carrying value on the balance sheeta | 9,777 | 236 | 3,961 | 232 | 14,206 |
a Foreign currency-related cash Ʈows were translated at closing rates as at the relevant reporting date. Future variable interest rate cash Ʈows were calculated using the most recent rate applied at the relevant balance sheet date.
The following table provides an analysis of the contractually agreed cash Ʈows in respect of the group's derivative Ƭnancial instruments. Cash Ʈows are presented on a net or gross basis in accordance with the settlement arrangements of the instruments.
| Analysed by earliest payment datea | Analysed based on holding instrument to maturity | |||||||
|---|---|---|---|---|---|---|---|---|
| Derivatives – | Derivatives – | Derivatives – | Derivatives – | |||||
| Derivatives – | gross settled | gross settled | Derivatives – | gross settled | gross settled | |||
| Derivative Ƭnancial liabilities | net settled | outƮows | inƮows | Total | net settled | outƮows | inƮows | Total |
| At 31 March 2014 | £m | £m | £m | £m | £m | £m | £m | £m |
| Due within one year | 263 | 1,754 | (1,706) | 311 | 125 | 1,754 | (1,706) | 173 |
| Between one and two years | 351 | 661 | (619) | 393 | 84 | 560 | (525) | 119 |
| Between two and three years | 642 | 947 | (904) | 685 | 84 | 950 | (908) | 126 |
| Between three and four years | 70 | 806 | (821) | 55 | 84 | 65 | (61) | 88 |
| Between four and Ƭve years | – | 334 | (327) | 7 | 84 | 369 | (361) | 92 |
| After Ƭve years | – | 198 | (186) | 12 | 865 | 1,002 | (1,002) | 865 |
| Totalb | 1,326 | 4,700 | (4,563) | 1,463 | 1,326 | 4,700 | (4,563) | 1,463 |
| Analysed by earliest payment datea | Analysed based on holding instrument to maturity | |||||||
|---|---|---|---|---|---|---|---|---|
| Derivatives – | Derivatives – | Derivatives – | Derivatives – | |||||
| Derivatives – | gross settled | gross settled | Derivatives – | gross settled | gross settled | |||
| net settled | outƮows | inƮows | Total | net settled | outƮows | inƮows | Total | |
| At 31 March 2013 | £m | £m | £m | £m | £m | £m | £m | £m |
| Due within one year | 359 | 1,462 | (1,443) | 378 | 65 | 973 | (956) | 82 |
| Between one and two years | 559 | 541 | (542) | 558 | 53 | 557 | (559) | 51 |
| Between two and three years | 304 | 105 | (107) | 302 | 83 | 20 | (21) | 82 |
| Between three and four years | 14 | – | – | 14 | 83 | 20 | (21) | 82 |
| Between four and Ƭve years | 70 | – | – | 70 | 83 | 20 | (21) | 82 |
| After Ƭve years | – | – | – | – | 939 | 518 | (514) | 943 |
| Totalb | 1,306 | 2,108 | (2,092) | 1,322 | 1,306 | 2,108 | (2,092) | 1,322 |
a Certain derivative Ƭnancial 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. b Foreign currency-related cash Ʈows were translated at closing rates as at the relevant reporting date. Future variable interest rate cash Ʈows were calculated using the most recent rate applied at the relevant
balance sheet date.
The group's exposure to credit risk arises from Ƭnancial assets transacted by the treasury operation (primarily derivatives, investments, cash and cash equivalents) and from its trading-related receivables.
For treasury-related balances, the Board's deƬned policy restricts exposure to any one counterparty by setting credit limits based on the credit quality as deƬned by Moody's and S&P and by deƬning the types of Ƭnancial instruments which may be transacted. The minimum credit ratings permitted with counterparties in respect of new transactions are A3/A– for long-term and P1/A1 for short-term investments. Action is taken where appropriate and cost eƪective, if counterparties in respect of existing transactions fall below the permitted criteria.
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 and in response to market conditions, up to the maximum allowable limit set by the Board.
The group's credit policy for trading-related Ƭnancial assets is applied and managed by each of the lines of business to ensure compliance. The policy requires that the creditworthiness and Ƭnancial strength of customers is assessed at inception and on an ongoing basis. Payment terms are set in accordance with industry standards. Where appropriate, the group may endeavour to minimise risks by 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 Ƭnancial assets.
The maximum credit risk exposure of the group's Ƭnancial assets at the balance sheet date is as follows
| At 31 March | Notes | 2014 £m |
2013 £m |
|---|---|---|---|
| Derivative Ƭnancial assets | 653 | 1,250 | |
| Investments | 22 | 1,808 | 595 |
| Trade and other receivablesa | 16 | 2,185 | 2,231 |
| Cash and cash equivalents | 23 | 695 | 924 |
| 5,341 | 5,000 |
a The carrying amount excludes £214m (201213: £184m) of non-current trade and other receivables which relate to non-Ƭnancial assets, and £722m (201213: £699m) of prepayments and other receivables.
The credit quality and credit concentration of cash equivalents, current asset investments and derivative Ƭnancial assets are detailed in the tables below. Where the opinion of Moody's and S&P diƪer, the lower rating is used.
| 2014 | 2013 | |
|---|---|---|
| Moody's/S&P credit rating of counterparty | £m | £m |
| Aaa/AAA | 1,774 | 530 |
| Aa3/AA– | 47 | 139 |
| A1/A | 111 | 136 |
| A2/A a | 434 | 583 |
| A3/A–a | – | 591 |
| Baa1/BBB | 376 | – |
| Baa2/BBBa | – | 397 |
| 2,742 | 2,376 |
a The group holds cash collateral of £174m (201213: £385m) in respect of derivative Ƭnancial assets with certain counterparties.
The concentration of credit risk for trading balances of the group is provided in note 16, which analyses outstanding balances by line of business.
Where multiple transactions are undertaken with a single Ƭnancial counterparty, or group of related counterparties the group has entered into netting arrangements to reduce the group's exposure to credit risk by making use of standard International Swaps and Derivatives Association (ISDA) documentation. The group has also entered into credit support agreements with certain swap counterparties whereby on a weekly and monthly basis the fair value position on notional £945m of long dated cross-currency swaps and interest rate swaps is collateralised. The related net cash outƮow during the year was £209m (2012/13 cash inƮow of £33m). The collateral paid and received is recognised within cash and cash equivalents, and loans and other borrowings, respectively.
The table below shows the group's Ƭnancial assets and liabilities that are subject to oƪset in the group's balance sheet and the impact of enforceable master netting or similar agreements.
| Related amounts not set oƪ in the balance sheet | ||||||
|---|---|---|---|---|---|---|
| Financial assets and liabilities At 31 March 2014 |
Gross amounts £m |
Amounts set oƪ £m |
Amounts presented in the balance sheet £m |
Right of set oƪ with derivative counterparties £m |
Cash collateral £m |
Net amount £m |
| Derivative Ƭnancial assets | 653 | – | 653 | (297) | (174) | 182 |
| Derivative Ƭnancial liabilities | (818) | – | (818) | 297 | 20 | (501) |
| Cash and cash equivalents | 3,165 | (2,470) | 695 | – | – | 695 |
| Bank overdrafts | (2,481) | 2,470 | (11) | – | – | (11) |
| Total | 519 | – | 519 | – | (154) | 365 |
| Gross | Amounts | Amounts presented in the balance |
Right of set oƪ with derivative |
Cash | Net | |
|---|---|---|---|---|---|---|
| Financial assets and liabilities | amounts | set oƪ | sheet | counterparties | collateral | amount |
| At 31 March 2013 | £m | £m | £m | £m | £m | £m |
| Derivative Ƭnancial assets | 1,250 | – | 1,250 | (337) | (385) | 528 |
| Derivative Ƭnancial liabilities | (876) | – | (876) | 337 | 26 | (513) |
| Cash and cash equivalents | 3,398 | (2,474) | 924 | – | – | 924 |
| Bank overdrafts | (2,479) | 2,474 | (5) | – | – | (5) |
| Total | 1,293 | – | 1,293 | – | (359) | 934 |
Cash and cash equivalents and bank overdrafts include amounts set oƪ of £2,470m (2012/13 £2,474m) as part of a master netting agreement with Barclays Bank Plc. Balances held within this arrangement are notionally pooled and interest is paid or received on the net balance.
All of the group's derivative Ƭnancial instruments are held at fair value on the group's balance sheet. The fair values of outstanding swaps and foreign exchange contracts are estimated using discounted cash Ʈow models and market rates of interest and foreign exchange at the balance sheet date.
| Non current | Current | Non current | ||
|---|---|---|---|---|
| Derivatives | asset | asset | liability | liability |
| At 31 March 2014 | £m | £m | £m | £m |
| Designated in a cash Ʈow hedge | 73 | 394 | 74 | 514 |
| Designated in a fair value hedge | 6 | 61 | – | – |
| Other | 35 | 84 | 65 | 165 |
| Total derivatives | 114 | 539 | 139 | 679 |
| Derivatives At 31 March 2013 |
Current asset £m |
Non current asset £m |
Current liability £m |
Non current liability £m |
|---|---|---|---|---|
| Designated in a cash Ʈow hedge | 111 | 816 | 19 | 531 |
| Designated in a fair value hedge | 6 | 108 | – | – |
| Other | 53 | 156 | 55 | 271 |
| Total derivatives | 170 | 1,080 | 74 | 802 |
During the year the group deferred a gain of £16m relating to the fair value of a derivative energy contract at initial recognition. At 31 March 2014 the amount deferred which is not yet recognised in the income statement is £14m. With the exception of this contract which is included at Level 3, and valued using assumptions on volumes, inƮation, and market energy prices, all other derivative Ƭnancial instruments are categorised at Level 2 of the fair value hierarchy as deƬned in note 22.
Derivatives may qualify as hedges for accounting purposes if they meet the criteria for designation as fair value hedges or cash Ʈow hedges in accordance with IAS 39.
Instruments designated in a cash Ʈow hedge include interest rate swaps and cross-currency swaps hedging Euro and US Dollar denominated borrowings. Forward currency contracts are taken out to hedge step up interest on currency denominated borrowings relating to our 2030 US Dollar bond. The hedged cash Ʈows will aƪect proƬt or loss as interest and principal amounts are repaid over the remaining term of the borrowings. (See note 24 Loans and other borrowings).
Forecast foreign currency purchases, principally denominated in US Dollar and Asia PaciƬc currencies and purchases of US Dollar denominated retail devices are hedged 12 months forward on a one month rolling basis. The related cash Ʈows are recognised in the income statement over this period.
All cash Ʈow hedges were fully eƪective in the period. See note 27 for details of the movements in the cash Ʈow hedge reserve.
Fair value hedges consist of interest rate and cross-currency swaps that are used to protect against changes in the fair value of the 2028 Sterling bond due to movements in market interest rates.
Gains and losses arising on fair value hedges are disclosed in note 25.
The group's 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 speciƬcally not designated as a hedge where natural oƪset is more appropriate. Derivative instruments that do not qualify for hedge accounting are classiƬed as held for trading and held at fair value through proƬt or loss under IAS 39.
| Other comprehensive income | ||||||
|---|---|---|---|---|---|---|
| Capital | Available | |||||
| Merger a |
redemption | Cash Ʈow b |
for-sale c |
Translation d |
||
| reserve £m |
reserve £m |
reserve £m |
reserve £m |
reserve £m |
Total £m |
|
| At 1 April 2011 | 998 | 27 | 128 | 27 | 583 | 1,763 |
| Exchange diƪerences | – | – | – | – | (106) | (106) |
| Recycled foreign exchange on disposal of subsidiary | – | – | – | – | 2 | 2 |
| Net fair value loss on cash Ʈow hedges | – | – | (56) | – | – | (56) |
| Recognised in income and expense | – | – | 179 | – | – | 179 |
| Fair value movement on available-for-sale assets | – | – | – | (3) | – | (3) |
| Tax recognised in other comprehensive income | – | – | (22) | – | (1) | (23) |
| At 1 April 2012 | 998 | 27 | 229 | 24 | 478 | 1,756 |
| Exchange diƪerences | – | – | – | – | 46 | 46 |
| Recycled foreign exchange on disposal of subsidiary | – | – | – | – | 13 | 13 |
| Net fair value loss on cash Ʈow hedges | – | – | 105 | – | – | 105 |
| Recognised in income and expense | – | – | (168) | – | – | (168) |
| Fair value movement on available-for-sale assets | – | – | – | 14 | – | 14 |
| Tax recognised in other comprehensive income | – | – | 14 | – | 10 | 24 |
| At 1 April 2013 | 998 | 27 | 180 | 38 | 547 | 1,790 |
| Exchange diƪerences | – | – | – | – | (176) | (176) |
| Net fair value loss on cash Ʈow hedges | – | – | (528) | – | – | (528) |
| Recognised in income and expense | – | – | 384 | – | – | 384 |
| Fair value movement on available-for-sale assets | – | – | – | (27) | – | (27) |
| Tax recognised in other comprehensive income | – | – | 6 | – | (2) | 4 |
| At 31 March 2014 | 998 | 27 | 42 | 11 | 369 | 1,447 |
a The merger reserve arose on the group reorganisation that occurred in November 2001 and represented the diƪerence 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. b The cash Ʈow reserve is used to record the eƪective portion of the cumulative net change in the fair value of cash Ʈow hedging instruments related to hedged transactions that have not yet occurred. Amounts nrecognised in income and expense' include a net credit to the cash Ʈow reserve of £374m (201213: net debit of £180m, 201112: net credit of £174m) relating to fair value movements on
derivatives. The items generating these foreign exchange movements are in designated cash Ʈow hedge relationships. c The available-for-sale reserve is used to record the cumulative fair value gains and losses on available-for-sale Ƭnancial assets. The cumulative gains and losses are recycled to the income statement on disposal of the assets.
d The translation reserve is used to record cumulative translation diƪerences on the assets and liabilities of foreign operations. The cumulative translation diƪerences are recycled to the income statement on disposal of the foreign operation.
Key management personnel comprise executive and non-executive directors and members of the Operating Committee. Compensation of key management personnel is disclosed in note 5.
Amounts paid to the group's retirement beneƬt plans are set out in note 19.
In the comparative periods when Tech Mahindra was the group's principal associate, the net value of services purchased was £99m in 2012/13 (until December 2012) and £253m in 2011/12.
| At 31 March | 2014 £m |
2013 £m |
|---|---|---|
| Capital commitments | 400 | 355 |
| Programme rights commitments | 1,657 | 888 |
| Total | 2,057 | 1,243 |
At 31 March 2014 programme rights commitments, mainly relating to football broadcast rights, are those for which the licence period has not yet started.
Future minimum operating lease payments for the group were as follows
| 2014 | 2013 | |
|---|---|---|
| £m | £m | |
| Payable in the year ending 31 March | ||
| 2014 | – | 412 |
| 2015 | 396 | 386 |
| 2016 | 397 | 374 |
| 2017 | 368 | 362 |
| 2018 | 365 | 361 |
| 2019 | 363 | 358 |
| Thereafter | 4,949 | 4,929 |
| Total future minimum operating lease payments | 6,838 | 7,182 |
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 18 years (2012/13 19 years) and rentals are Ƭxed for an average of 18 years (2012/13 19 years).
Other than as disclosed below, there were no contingent liabilities or guarantees at 31 March 2014 other than those arising in the ordinary course of the group's 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.
Under the Broadband Delivery UK programme, grants received by the group may be subject to re-investment or repayment to the customer depending on the level of take-up.
The group has provided guarantees relating to certain leases entered into by Telefónica UK Limited (formerly O2 UK Limited) prior to the demerger of mmO2 from BT on 19 November 2001. mmO2 plc (part of the Telefónica Group) has given BT a counter indemnity for these guarantees. There was no exposure as at 31 March 2014 (2012/13 nil), although this could increase by US\$40m (2012/13 US\$90m), approximately £24m (2012/13 £59m), in the event of credit default in respect of amounts used to defease future lease obligations. The guarantee lasts until Telefónica UK Limited has discharged all its obligations, which is expected to be when the lease ends on 30 January 2017.
The group does not believe that there is any single current court action that would have a material adverse eƪect on the Ƭnancial position or operations of the group. During 2013/14 the aggregate volume and value of legal actions to which the group is party reduced.
In our opinion the parent company Ƭnancial statements, deƬned below
This opinion is to be read in the context of what we say in the remainder of this report.
The parent company Ƭnancial statements, which are prepared by BT Group plc, comprise
The Ƭnancial reporting framework that has been applied in their preparation comprises applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
In applying the Ƭnancial reporting framework, the directors have made a number of subjective judgements, for example in respect of signiƬcant accounting estimates. In making such estimates, they have made assumptions and considered future events.
Certain disclosures required by the Ƭnancial reporting framework have been presented elsewhere in the Annual Report & Form 20-F 2014 (the nAnnual Report'), rather than in the notes to the Ƭnancial statements. These are cross-referenced from the Ƭnancial statements and are identiƬed as audited.
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) (nISAs (UK & Ireland)'). An audit involves obtaining evidence about the amounts and disclosures in the Ƭnancial statements suƯcient to give reasonable assurance that the Ƭnancial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of
In addition, we read all the Ƭnancial and non-Ƭnancial information in the Annual Report to identify material inconsistencies with the audited parent company Ƭnancial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Under the Companies Act 2006 we are required to report to you if, in our opinion
We have no exceptions to report arising from this responsibility.
Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors' remuneration speciƬed by law have not been made. We have no exceptions to report arising from this responsibility.
Under ISAs (UK & Ireland), we are required to report to you if, in our opinion, information in the Annual Report is
We have no exceptions to report arising from this responsibility.
As explained more fully in the Statement of directors' responsibilities set out on page 111, the directors are responsible for the preparation of the parent company Ƭnancial statements and for being satisƬed that they give a true and fair view.
Our responsibility is to audit and express an opinion on the parent company Ƭnancial statements in accordance with applicable law and ISAs (UK & Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only for the Company's 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.
We have reported separately on the group Ƭnancial statements of BT Group plc for the year ended 31 March 2014.
for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 7 May 2014
As used in these Ƭnancial statements and associated notes, the term ncompany' refers to BT Group plc. These separate Ƭnancial statements of the company are presented as required by the Companies Act 2006. The separate Ƭnancial statements have been prepared in accordance with UK Generally Accepted Accounting Practice (UK GAAP). The principal accounting policies are set out below and have been applied consistently throughout the year and the previous year.
The Ƭnancial statements are prepared on a going concern basis and under the historical cost convention as modiƬed by the revaluation of certain Ƭnancial instruments at fair value.
As permitted by Section 408(3) of the Companies Act 2006, the company's proƬt and loss account has not been presented.
The BT Group plc consolidated Ƭnancial statements for the year ended 31 March 2014 contain a consolidated cash Ʈow statement. Consequently, as permitted by FRS 1 nCash Ʈow statements', the company has decided not to present its own cash Ʈow statement.
The BT Group plc consolidated Ƭnancial statements for the year ended 31 March 2014 contain related party disclosures. Consequently, the company has taken advantage of the exemption in FRS 8, nRelated Party Disclosures', not to disclose transactions with other members of the BT Group.
The BT Group plc consolidated Ƭnancial statements for the year ended 31 March 2014 contain Ƭnancial instrument disclosures which comply with FRS 29, nFinancial Instruments Disclosures'. Consequently, the company is exempt from the disclosure requirements of FRS 29 in respect of its Ƭnancial instruments.
Investments in subsidiary undertakings are stated at cost and reviewed for impairment if there are indicators that the carrying value may not be recoverable.
Full provision is made for deferred taxation on all timing diƪerences 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 suƯcient taxable proƬts from which the underlying timing diƪerences can be deducted. The deferred tax balances are not discounted.
Dividend distributions are recognised as a liability in the year in which the dividends are approved by the company's shareholders. Interim dividends are recognised when they are paid Ƭnal dividends when authorised in general meetings by shareholders.
Ordinary shares are classiƬed as equity. Repurchased shares of the company are recorded in the balance sheet as part of Own shares and presented as a deduction from shareholders' equity at cost.
Cash includes cash in hand and bank deposits repayable on demand.
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 company's 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.
The Board recommends that a Ƭnal dividend in respect of the year ended 31 March 2014 of 7.5p (2012/13 6.5p) will be paid to shareholders on 8 September 2014, taking the full year proposed dividend in respect of 2013/14 to 10.9p (2012/13 9.5p). This dividend is subject to shareholder approval at the Annual General Meeting and therefore the liability of approximately £611m (2012/13 £514m) has not been included in these Ƭnancial statements.
The Chairman, the executive directors and the Group General Counsel & Company Secretary of BT Group plc were the only employees of the company during 2013/14. The costs relating to qualifying services provided to the company's principal subsidiary, British Telecommunications plc, are recharged to that company.
The audit fee in respect of the parent company was £41,000 (2012/13 £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 Ƭnancial statements of BT Group plc.
| 2014 | 2013 | |
|---|---|---|
| At 31 March | £m | £m |
| Fixed assets | ||
| Investments in subsidiary undertakingsa | 10,616 | 10,556 |
| Total Ƭxed assets | 10,616 | 10,556 |
| Current assets | ||
| Cash at bank and in hand | 5 | 5 |
| Total current assets | 5 | 5 |
| Creditors amounts falling due within one yearb | 1,260 | 1,229 |
| Net current liabilities | (1,255) | (1,224) |
| Total assets less current liabilities | 9,361 | 9,332 |
| Capital and reserves | ||
| Called up share capital | 408 | 408 |
| Share premium account | 62 | 62 |
| Capital redemption reserve | 27 | 27 |
| Own shares | (829) | (832) |
| ProƬt and loss account | 9,693 | 9,667 |
| Total equity shareholders' fundsc | 9,361 | 9,332 |
a Throughout 201314 and 201213, the company held a 100% investment in BT Group Investments /imited, a company registered in England and Wales. b
Creditors consists of amounts owed to subsidiary undertakings of £1,237m (201213: £1,208m) and other creditors of £23m (201213: £21m). c
The movements in total eTuity shareholders' funds are shown on page 180.
The Ƭnancial statements of the company on pages 178 to 180 were approved by the Board of the directors on 7 May 2014 and were signed on its behalf by
Sir Michael Rake Chairman
Gavin Patterson Chief Executive
Tony Chanmugam Group Finance Director
| Called up share a capital £m |
Share premium account £m |
Capital redemption reserve £m |
b Own shares £m |
ProƬt and loss b,c account £m |
Total £m |
|
|---|---|---|---|---|---|---|
| At 1 April 2012 | 408 | 62 | 27 | (1,018) | 9,696 | 9,175 |
| ProƬt for the Ƭnancial year | – | – | – | – | 970 | 970 |
| Dividends paid | – | – | – | – | (684) | (684) |
| Capital contribution in respect of share-based payments | – | – | – | – | 64 | 64 |
| Net issuance of own shares | – | – | – | 186 | (379) | (193) |
| At 1 April 2013 | 408 | 62 | 27 | (832) | 9,667 | 9,332 |
| ProƬt for the Ƭnancial year | – | – | – | – | 977 | 977 |
| Dividends paid | – | – | – | – | (781) | (781) |
| Capital contribution in respect of share-based payments | – | – | – | – | 60 | 60 |
| Net issuance of own shares | – | – | – | 3 | (230) | (227) |
| At 31 March 2014 | 408 | 62 | 27 | (829) | 9,693 | 9,361 |
a The allotted, called up and fully paid ordinary share capital of the company at 31 March 2014 and 2013 was £408m, representing 8,151,227,029 ordinary shares of 5p each. b
In 201314 114,860,221 shares (201213: 182,652,597) were issued from Own shares to satisfy obligations under employee share schemes and executive share awards at a cost of £305m (201213:
£506m). At 31 March 2014 232,487,770 shares (201213: 270,780,954) with an aggregate nominal value of £12m (201213: £14m) were held as part of Own shares at cost. c The proƬt for the Ƭnancial year, dealt with in the proƬt and loss account of the company after taking into account dividends received from subsidiary undertakings, was £977m (201213: proƬt of £970m).
The table below gives brief details of the group's principala operating subsidiariesb at 31 March 2014. All subsidiaries are unlisted and held through an intermediate holding company, unless otherwise stated. No subsidiaries are excluded from the group consolidation. The group did not have any signiƬcant associates or joint ventures at 31 March 2014.
| Group interest | Country | ||
|---|---|---|---|
| Subsidiary undertakings | Activity | in allotted capitalc | of operationd |
| 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 Business Direct Limited | Technology equipment retailer | 100% ordinary | UK |
| BT Communications do Brasil Limitadab | Communications related services, technology consulting and products provider |
100% common | Bra]il |
| BT Communications Ireland Limited | Telecommunications services 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 (Germany) GmbH & Co. oHG | Communications related services and products provider | 100% ordinary | Germany |
| BT Global Communications India Private Limited |
Communications related services | 74% 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 Italia SpA | Communications related services and products provider | 98.6% ordinary | Italy |
| BT LatAm Brasil Ltdab | Data communication services | 100% common | Bra]il |
| 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 Swit]erland AG | Communications related services and products provider | 100% ordinary | Swit]erland |
| 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 |
| Plusnet plc | Broadband service provider | 100% ordinary | UK |
| Radian] Americas Inc | Global managed network service provider | 100% common 100% preference |
US |
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 signiƬcant impact on the revenue, proƬt or assets of the group. A full list of subsidiaries, joint ventures and associates will be annexed to the company's next annual return Ƭled with the Registrar of Companies. b
The principal operating subsidiaries (listed above) have a reporting date of 31 March, except for entities domiciled in Brazil, due to regulatory reTuirements. 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 /imited which are incorporated in the 8S and Bermuda, respectively.
When a natural disaster strikes, re-establishing communications links is crucial to any wider relief eƪort. That's where BT's Emergency Response Team (ERT) comes in. Staƪed by skilled BT personnel, the ERT does whatever it takes to get phone and broadband links up and running.
The ERT is one part of our Better Future programme, a series of initiatives to fulƬl our commitment to being a responsible and sustainable business. Another of the initiatives is our commissionfree online giving platform, MyDonate. One aspect of the MyDonate service focuses on telethons and appeals - such as the one we helped the UK's Disasters Emergency Committee with after Typhoon Haiyan.
BT's Emergency Response Team pictured after successfully installing a satellite communications unit in Roxas City, Capi], Philippines as part of our response to Typhoon Haiyan in 2013. A nVSAT' unit was used to provide voice and data connections for NGOs and charities based there, enabling them to plan and implement their relief eƪorts.
I'm proud to lead a team that's uniTue in every way. The commitment, enthusiasm, and skills of our ERT members are second to none. At times of crisis you need to pull together and work as one team the ERT does exactly that.
Craig Thorpe – Head of ERT, BT Technology, Service & Operations
In November 2013, BT once again mobilised its entire network to help raise funds for the DEC's Philippines Typhoon Appeal, with many employees going over and above their normal roles. On behalf of the communities you have helped over the years, I want to say thank you. Without BT's valuable support we could not do what we do.
To Ƭnd out more, visit www.bt.combetterfuture
37 hrs
£30m
£39,500
60%
No.1
The DEC took £10 million in the Ƭrst 37 hours of the Typhoon Haiyan appeal
Raised for Children in Need and DEC Philippines appeals in one week using our commission-free online giving platform MyDonate
Raised by our employees this year for various charities through their own fundraising activities
Increase in the number of donations year on year to support a variety of good causes
In this section you will Ƭnd more Ƭnancial and operational statistics. We also provide information for shareholders on subjects such as dividends and location as well as a glossary of terms we use in this report.
Eƪective from 1 April 2013 we made a number of changes that simplify our internal trading and more closely align our line of business results with our regulatory accounts. Comparative Ƭnancial results for 2012/13 and 2011/12 have been restated to be on a consistent basis throughout this Annual Report. Certain operational information has been revised to reƮect these changes. See page 127 for further details.
We assess the performance of the group using a variety of alternative performance measures. We principally discuss the group's results on an nadjusted' basis. The rationale for using adjusted measures is explained below. Results on an adjusted basis are presented before speciƬc items.
We also explain Ƭnancial performance using measures that are not deƬned under IFRS and are therefore termed nnon-GAAP' measures. The non-GAAP measures we use are the trend in underlying revenue excluding transit, and in underlying operating costs excluding transit, as well as in underlying operating costs excluding transit, the investment in BT Sport and the non-cash increase in the pensions operating charge reported and adjusted EBITDA reported and normalised free cash Ʈow 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 with similarly titled measures used by other companies.
The group's income statement and segmental analysis separately identify trading results before speciƬc items. SpeciƬc items are those that in management's judgement need to be separately disclosed by virtue of their si]e, nature or incidence. In determining whether an event or transaction is speciƬc, management considers quantitative as well as qualitative factors such as the frequency or predictability of occurrence. This is consistent with the way that Ƭnancial 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 group's results in this way is relevant to an understanding of the group's underlying Ƭnancial performance. Items which have been considered to be speciƬc items by virtue of their si]e, nature or incidence include disposals of businesses and investments, regulatory settlements, historic insurance or litigation claims, business restructuring programmes, asset impairment charges, property rationalisation programmes, net interest on pensions and the settlement of multiple tax years.
SpeciƬc items are disclosed in note 8 to the consolidated Ƭnancial statements.
Underlying revenue and underlying operating costs are measures which seek to reƮect the underlying performance of the group that will contribute to long-term sustainable, proƬtable growth. As such they exclude the impact of acquisitions or disposals, foreign exchange movements and speciƬc items. We focus on the trends in underlying revenue and underlying operating costs excluding transit, as transit traƯc is low-margin and issigniƬcantly aƪected by reductions in mobile termination rates.
A reconciliation from the increase in reported revenue and decrease in reported operating costs, the most directly comparable IFRS measures, to the increase in underlying revenue and increase in underlying operating costs excluding transit, is set out below.
| 2013 | 2012 | ||
|---|---|---|---|
| 2014 | Restateda | Restateda | |
| Year ended 31 March | % | % | % |
| Increase (decrease) in reported revenue | 1.0 | (4.7) | (5.9) |
| SpeciƬc items | (1.3) | (0.8) | 2.0 |
| Decrease in adjusted revenue | (0.3) | (5.5) | (3.9) |
| Transit revenue | 1.0 | 1.3 | 1.6 |
| Acquisitions and disposals | (0.1) | 0.2 | 0.3 |
| Foreign exchange movements and other | (0.1) | 0.9 | 0.1 |
| Increase (decrease) in underlying revenue excluding transit | 0.5 | (3.1) | (1.9) |
| 2014 % |
2013 Restateda |
2012 Restateda |
|
|---|---|---|---|
| Year ended 31 March | % | % | |
| Decrease in reported operating costs | (0.1) | (5.9) | (8.7) |
| Depreciation and amortisation | 1.2 | (0.3) | (1.7) |
| Increase (decrease) in reported operating costs before depreciation and amortisation | 1.1 | (6.2) | (10.4) |
| SpeciƬc items | (1.3) | (2.5) | 3.7 |
| Decrease in adjusted operating costs before depreciation and amortisation | (0.2) | (8.7) | (6.7) |
| Transit costs | 1.4 | 1.7 | 1.8 |
| Acquisitions and disposals | (0.1) | 0.2 | 0.3 |
| Foreign exchange movements and other | – | 1.0 | 0.3 |
| Increase (decrease) in underlying operating costs before depreciation and amortisation excluding transit | 1.1 | (5.8) | (4.3) |
a Restated, see note 1 to the consolidated Ƭnancial statements.
In addition to measuring Ƭnancial performance of the group and lines of business based on operating proƬt, we also measure performance based on EBITDA and adjusted EBITDA. EBITDA is deƬned as the group proƬt before depreciation, amortisation, net Ƭnance expense and taxation. Adjusted EBITDA is deƬned as EBITDA before speciƬc items. EBITDA is a common measure used by investors and analysts to evaluate the operating Ƭnancial performance of companies, particularly in the telecommunications sector.
We consider EBITDA and adjusted EBITDA to be useful measures of our operating performance because they approximate the underlying operating cash Ʈow by eliminating depreciation and amortisation. EBITDA and adjusted EBITDA are not direct measures of our liquidity, which is shown by our cash Ʈow statement, and need to be considered in the context of our Ƭnancial commitments.
Within the lines of business we may also consider our performance using an underlying EBITDA measure, which additionally excludes the impact of acquisitions and disposals and foreign exchange.
A reconciliation from group operating proƬt, the most directly comparable IFRS measure, to reported and adjusted group EBITDA, is set out below. A reconciliation between operating proƬt and adjusted EBITDA for our lines of business is set out in note 4 to the consolidated Ƭnancial statements.
| Year ended 31 March | 2014 £m |
2013 a Restated £m |
2012 a Restated £m |
|---|---|---|---|
| Operating proƬt | 3,145 | 2,948 | 2,889 |
| Depreciation and amortisation | 2,695 | 2,843 | 2,972 |
| Reported EBITDA | 5,840 | 5,791 | 5,861 |
| SpeciƬc items | 276 | 352 | 173 |
| Adjusted EBITDA | 6,116 | 6,143 | 6,034 |
a Restated, see note 1 to the consolidated Ƭnancial statements.
We also measure Ƭnancial performance based on adjusted earnings per share, which excludes speciƬc items. Basic and adjusted earnings per share, and the per share impact of speciƬc items, are as follows
| 2014 | 2013 a Restated |
2012 Restateda |
||||
|---|---|---|---|---|---|---|
| Year ended 31 March | Pence per share |
£m | Pence per share |
£m | Pence per share |
£m |
| Basic earnings per share/proƬtb | 25.7 | 2,016 | 24.8 | 1,946 | 22.6 | 1,755 |
| SpeciƬc itemsc | 2.5 | 196 | 1.5 | 111 | 0.8 | 59 |
| Adjusted basic earnings per share/proƬt | 28.2 | 2,212 | 26.3 | 2,057 | 23.4 | 1,814 |
a
Restated, see note 1 to the consolidated Ƭnancial statements. b The stated proƬt amounts are the components of the total proƬt which are attributable to eTuity shareholders excluding non-controlling interests. c
SpeciƬc items are set out in note 8 to the consolidated Ƭnancial statements.
Normalised free cash Ʈow is one of the group's key performance indicators by which our Ƭnancial performance is measured. Normalised free cash Ʈow is deƬned as the net increase in cash and cash equivalents less cash Ʈows from Ƭnancing activities (except net interest paid) the acquisition or disposal of group undertakings the net sale of short-term investments and excluding the cash impact of speciƬc items purchases of telecommunications licences and the cash tax beneƬt of pension deƬcit payments. For non-tax related items the adjustments are made on a pre-tax basis.
Normalised free cash Ʈow is primarily a liquidity measure. However, we also believe it is an important indicator of our overall operational performance as it reƮects the cash we generate from operations after capital expenditure and Ƭnancing costs, both of which are signiƬcant ongoing cash outƮows associated with investing in our infrastructure and Ƭnancing our operations. In addition, normalised free cash Ʈow excludes cash Ʈows that are determined at a corporate level independently of ongoing trading operations such as dividends, share buybacks, acquisitions and disposals and repayment and raising of debt. Normalised free cash Ʈow is not a measure of the funds that are available for distribution to shareholders.
Our key free cash Ʈow measure changed from adjusted free cash Ʈow to normalised free cash Ʈow in 2012/13 following the £2.0bn lump sum pension deƬcit payment made in March 2012. The £520m tax credit relating to this deƬcit payment would have distorted our free cash Ʈow measure in 2012/13, as would the £202m payment for the 4G spectrum licence. Certain historical incentive share awards still use adjusted free cash Ʈow as one of the performance criteria for vesting. Adjusted free cash Ʈow does not exclude purchases of telecommunications licences and the cash tax beneƬt of pension deƬcit payments.
A reconciliation from net cash inƮow from operating activities, the most directly comparable IFRS measure, to reported, adjusted and normalised free cash Ʈow, is set out below.
| Year ended 31 March | 2014 £m |
2013 £m |
2012 £m |
|---|---|---|---|
| Net cash inƮow from operating activities | 4,796 | 5,295 | 3,558 |
| Add back pension deƬcit payment | 325 | 325 | 2,000 |
| Included in cash Ʈows from investing activities | |||
| Net capital expenditure before purchases of telecommunications licences | (2,346) | (2,438) | (2,560) |
| Purchases of telecommunications licences | – | (202) | – |
| Interest received | 6 | 9 | 8 |
| Dividends received from associates and joint ventures | 1 | 3 | 4 |
| Sales of non-current Ƭnancial assets | 3 | 1 | 1 |
| Included in cash Ʈows from Ƭnancing activities | |||
| Interest paid | (614) | (701) | (693) |
| Reported free cash Ʈow | 2,171 | 2,292 | 2,318 |
| Net cash outƮow from speciƬc items | 356 | 366 | 204 |
| Adjusted free cash Ʈow | 2,527 | 2,658 | 2,522 |
| Add back (deduct) | |||
| Purchases of telecommunications licences | – | 202 | – |
| Cash tax beneƬt of pension deƬcit payments | (77) | (560) | (215) |
| Normalised free cash Ʈow | 2,450 | 2,300 | 2,307 |
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 as 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. Our net debt calculation starts from the expected future undiscounted cash Ʈows that should arise when our Ƭnancial instruments mature. We adjust these cash Ʈows to reƮect hedged risks that are re-measured under fair value hedges, as well as for the impact of the eƪective interest method. Currency denominated balances within net debt are translated to Sterling at swap rates where hedged.
Net debt is a measure of the group's 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 group's 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 deƬned 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 these to net debt is given below.
| At 31 March | 2014 £m |
2013 £m |
|---|---|---|
| Loans and other borrowings | 9,814 | 10,013 |
| Less | ||
| Cash and cash equivalents | (695) | (924) |
| Current asset investments | (1,774) | (531) |
| 7,345 | 8,558 | |
| Adjustments | ||
| To retranslate debt balances at swap rates where hedged by currency swaps | (24) | (417) |
| To remove accrued interest applied to reƮect the eƪective interest method and fair value adjustments | (293) | (344) |
| Net debt | 7,028 | 7,797 |
| 2013 | 2012 | 2011 | 2010 | ||
|---|---|---|---|---|---|
| 2014 | a Restated |
a Restated |
a Restated |
a Restated |
|
| Year ended 31 March | £m | £m | £m | £m | £m |
| Revenue | |||||
| Adjusted | 18,287 | 18,339 | 19,397 | 20,174 | 21,011 |
| SpeciƬc items | – | (236) | (410) | – | (52) |
| 18,287 | 18,103 | 18,987 | 20,174 | 20,959 | |
| Operating costs | |||||
| Adjusted | (14,866) | (15,039) | (16,335) | (17,295) | (18,428) |
| SpeciƬc items | (276) | (116) | 237 | (329) | (425) |
| (15,142) | (15,155) | (16,098) | (17,624) | (18,853) | |
| Operating proƬt | |||||
| Adjusted | 3,421 | 3,300 | 3,062 | 2,879 | 2,583 |
| SpeciƬc items | (276) | (352) | (173) | (329) | (477) |
| 3,145 | 2,948 | 2,889 | 2,550 | 2,106 | |
| Net Ƭnance expense | |||||
| Adjusted | (591) | (653) | (681) | (845) | (890) |
| SpeciƬc items | (235) | (119) | (98) | (417) | (225) |
| (826) | (772) | (779) | (1,262) | (1,115) | |
| Share of post tax (loss) proƬt of associates and joint ventures | |||||
| Adjusted | (3) | 9 | 10 | 21 | 25 |
| SpeciƬc items | – | – | – | – | 29 |
| (3) | 9 | 10 | 21 | 54 | |
| (Loss) proƬt on disposal of interest in associates and joint ventures – speciƬc items | (4) | 130 | – | 42 | (12) |
| ProƬt before taxation | |||||
| Adjusted | 2,827 | 2,656 | 2,391 | 2,055 | 1,718 |
| SpeciƬc items | (515) | (341) | (271) | (704) | (685) |
| 2,312 | 2,315 | 2,120 | 1,351 | 1,033 | |
| Taxation (expense) credit | |||||
| Adjusted | (613) | (597) | (576) | (445) | (393) |
| SpeciƬc items | 319 | 230 | 212 | 327 | 408 |
| (294) | (367) | (364) | (118) | 15 | |
| ProƬt for the year | |||||
| Adjusted | 2,214 | 2,059 | 1,815 | 1,610 | 1,325 |
| SpeciƬc items | (196) | (111) | (59) | (377) | (277) |
| 2,018 | 1,948 | 1,756 | 1,233 | 1,048 | |
| Basic earnings per share | |||||
| Adjusted | 28.2p | 26.3p | 23.4p | 20.7p | 17.1p |
| SpeciƬc items | (2.5)p | (1.5)p | (0.8)p | (4.8)p | (3.6)p |
| Total basic earnings per share | 25.7p | 24.8p | 22.6p | 15.9p | 13.5p |
| Average number of shares used in basic earnings per share (millions) | 7,857 | 7,832 | 7,763 | 7,750 | 7,740 |
| Average number of shares used in diluted earnings per share (millions) | 8,231 | 8,203 | 8,201 | 8,116 | 7,988 |
| Diluted earnings per share | 24.5p | 23.7p | 21.4p | 15.2p | 13.1p |
| Dividends per shareb | 10.9p | 9.5p | 8.3p | 7.4p | 6.9p |
| Dividends per share, US centsb,c | 18.2c | 14.4c | 13.3c | 11.8c | 10.5c |
a Restated, see note 1 to the consolidated Ƭnancial statements. b
Dividends per share represents the dividend paid and proposed in respect of the relevant Ƭnancial year. 8nder IFRS, dividends are recognised as a deduction from shareholders' eTuity when they are paid. c
Based on actual dividends paid andor year end exchange rate on proposed dividends.
| 2014 | 2013 | 2012 | 2011 | 2010 | |
|---|---|---|---|---|---|
| At 31 March | £m | £m | £m | £m | £m |
| Intangible assets | 3,087 | 3,258 | 3,127 | 3,389 | 3,672 |
| Property, plant and equipment | 13,840 | 14,153 | 14,388 | 14,623 | 14,856 |
| Other non-current assets | 2,265 | 2,794 | 1,902 | 1,597 | 3,867 |
| Total non-current assets | 19,192 | 20,205 | 19,417 | 19,609 | 22,395 |
| Current assets less current liabilities | (1,981) | (2,930) | (4,724) | (3,100) | (4,135) |
| Total assets less current liabilities | 17,211 | 17,275 | 14,693 | 16,509 | 18,260 |
| Non-current loans and other borrowings | (7,941) | (8,277) | (7,599) | (9,371) | (9,522) |
| Retirement beneƬt obligations | (7,022) | (5,856) | (2,448) | (1,830) | (7,864) |
| Other non-current liabilities | (2,840) | (3,404) | (3,338) | (3,357) | (3,500) |
| Total assets less liabilities | (592) | (262) | 1,308 | 1,951 | (2,626) |
| Ordinary shares | 408 | 408 | 408 | 408 | 408 |
| Share premium account | 62 | 62 | 62 | 62 | 62 |
| Own shares | (829) | (832) | (1,018) | (1,078) | (1,105) |
| Other reserves | 1,447 | 1,790 | 1,756 | 1,763 | 1,889 |
| Retained (loss) earnings | (1,680) | (1,690) | 100 | 796 | (3,880) |
| Total (deƬcit) equity | (592) | (262) | 1,308 | 1,951 | (2,626) |
| Year ended 31 March £m £m £m £m £m Increase (decrease) in underlying revenue excluding transita,c 0.5% (3.1)% (1.9)% (3.0)% (2.9)% Adjusted EBITDAa,b,c 6,116 6,143 6,034 5,858 5,622 Free cash Ʈowc Normalised 2,450 2,300 2,307 2,076 2,032 Reported 2,171 2,292 2,318 2,011 1,933 Net debt at 31 Marchc 7,028 7,797 9,082 8,816 9,283 Operating costs excluding depreciation and amortisationa,b 12,171 12,196 13,363 14,316 15,389 Expenditure on research and development Research and development operating expense 257 279 285 389 444 Capitalised software development costs 273 265 275 295 345 Total 530 544 560 684 789 Capital expenditure Additions to property, plant and equipment comprised Land and buildings 44 42 37 20 29 Network infrastructure Transmission equipment 1,126 1,170 1,121 985 902 Exchange equipment 24 32 46 43 29 Other network equipment 657 660 794 851 753 Other Computers and oƯce equipment 112 80 95 92 115 Motor vehicles and other 8 24 43 87 33 Total additions to property, plant and equipment 1,971 2,008 2,136 2,078 1,861 (Decrease) increase in engineering stores (5) (9) (1) 12 43 1,966 1,999 2,135 2,090 1,904 Software additions 506 454 459 500 629 Total capital expenditure before government grants 2,472 2,453 2,594 2,590 2,533 Government grants (126) (15) – – – Capital expenditure net of government grants 2,346 2,438 2,594 2,590 2,533 Increase (decrease) in payables 10 43 (16) 55 (24) Cash outƮow from capital expenditure before purchases of telecommunications licences 2,356 2,481 2,578 2,645 2,509 Purchases of telecommunications licences – 202 – – – |
2014 | 2013 | 2012 | 2011 | 2010 | |
|---|---|---|---|---|---|---|
| Cash outƮow from total capital expenditure | 2,356 | 2,683 | 2,578 | 2,645 | 2,509 |
a Restated, see note 1 to the consolidated Ƭnancial statements. b
Before speciƬc items. c
DeƬned on pages 184 to 186.
| 2013 | 2012 | 2011 | 2010 | ||
|---|---|---|---|---|---|
| Year ended 31 March | 2014 | a Restated |
a Restated |
a Restated |
Restateda |
| Return on capital employedb | |||||
| Adjustedc – % |
22.9 | 22.1 | 20.4 | 18.5 | 16.1 |
| Reported – % | 21.1 | 20.6 | 19.3 | 16.7 | 13.3 |
| Interest coverd | |||||
| Adjustedc – times |
5.8 | 5.1 | 4.5 | 3.4 | 2.9 |
| Reported – times | 3.8 | 3.8 | 3.7 | 2.0 | 1.9 |
| Net debt to adjusted EBITDAc – times |
1.1 | 1.3 | 1.5 | 1.5 | 1.7 |
| Capital expendituree as a percentage of revenuec – % |
12.8 | 13.3 | 13.4 | 12.8 | 12.1 |
a Restated, see note 1 to the consolidated Ƭnancial statements. b
The ratio is based on proƬt before taxation and net Ƭnance expense to capital employed. Capital employed is represented by total assets less current liabilities (excluding corporation tax, current borrowings, derivative Ƭnancial liabilities and Ƭnance lease creditors) less deferred and current tax assets, retirement beneƬt asset, cash and cash eTuivalents, derivative Ƭnancial assets and investments. c
Before speciƬc items. d
The number of times net Ƭnance expense is covered by operating proƬt. e
Before purchases of telecommunications licences.
| All values in thousands unless otherwise stated. Year ended 31 March |
2014 | 2013 | 2012 | 2011 | 2010 |
|---|---|---|---|---|---|
| BT Global Services | |||||
| Order intake (£m) | 6,857 | 6,273 | 6,683 | 7,270 | 6,631 |
| BT Business | |||||
| Order intake (£m) | 2,033 | 1,968 | 1,916 | – | – |
| BT Consumer | |||||
| Consumer average revenue per user (ARPU)b (£) |
391 | 365 | 343 | 326 | 309 |
| Active consumer lines | 9,650 | 9,824 | 10,321 | 10,799 | 11,476 |
| BT TV customers | 1,002 | 810 | 707 | 575 | 467 |
| BT Wholesale | |||||
| Order intake (£m) | 1,910 | 2,031 | 748 | – | – |
| Openreach | |||||
| Physical lines | |||||
| Internal | 12,697 | 13,214 | 14,128 | 15,356 | 16,831 |
| External | 4,544 | 5,088 | 5,192 | 5,191 | 5,007 |
| Fully unbundled | 7,846 | 6,702 | 5,631 | 4,266 | 2,966 |
| Total physical lines | 25,087 | 25,004 | 24,951 | 24,813 | 24,804 |
| BT Group | |||||
| Broadband lines | |||||
| Total retail | 7,281 | 6,704 | 6,280 | 5,691 | 5,132 |
| BT Wholesale (external) | 1,872 | 2,066 | 2,262 | 2,421 | 2,926 |
| Openreach | 9,302 | 8,859 | 8,253 | 7,608 | 6,620 |
| Total broadband lines | 18,455 | 17,629 | 16,795 | 15,720 | 14,678 |
| Broadband market share Total retail share of net asset additionsc |
|||||
| Total retail share of installed base | 69% 39% |
51% 38% |
55% 37% |
51% 36% |
43% 35% |
| Lines sold through BT lines of businessd | |||||
| Consumer | 9,908 | 10,207 | 10,919 | 11,802 | 13,051 |
| Business/corporate | 3,784 | 4,165 | 4,551 | 4,917 | 5,423 |
| Total exchange lines | 13,692 | 14,372 | 15,470 | 16,719 | 18,474 |
a Certain comparatives have been restated to present them on a consistent basis. These are aligned with our operational performance measures that we publish on a Tuarterly basis. b
Rolling 12-month consumer revenue, less mobile PO/Os, less BT Sport revenue from: satellite customers paying for the channels, our wholesale deals and from commercial premises.
This is divided by average number of primary lines.
c
DS/ and Ƭbre excluding cable. d /ines sold through BT lines of business include analogue lines and digital channels sold through BT Global Services, BT Business, BT Consumer and BT Wholesale.
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 current and future years' outlook revenue and revenue trends EBITDA free cash Ʈow capital expenditure shareholder returns including progressive dividends and share buyback net debt credit ratings our group-wide restructuring programme, cost transformation and restructuring costs investment in and rollout of our Ƭbre network, and its reach, innovations, increased speeds and speed availability our broadbandbased service and strategy our investment in TV and enhancing our BT Sport proposition the BT Pension Scheme recovery plan, operating charge, regular cash contributions and interest expense eƪective tax rate growth opportunities in networked IT services, the pay-TV services market, broadband, and mobility and future voice enhancing our TV service growth of, and opportunities available in, the communications industry and BT's positioning to take advantage of those opportunities expectations regarding competition, market shares, prices and growth expectations regarding the convergence of technologies plans for the launch of new products and services network performance and quality the impact of regulatory initiatives, decisions and outcomes on operations, including the regulation of the UK Ƭxed wholesale and retail businesses and the impact of the Undertakings to Ofcom under the Enterprise Act BT's possible or assumed future results of operations and/ or those of its associates and joint ventures investment plans adequacy of capital Ƭnancing plans and reƬnancing 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 naims', nbelieves', nexpects', nanticipates', nintends', nwill', nshould' or similar expressions.
Although BT believes that the expectations reƮected in these forwardlooking 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 diƪer materially from those expressed or implied by these forward-looking statements. Factors that could cause diƪerences 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, decisions, conditions or requirements in BT's 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 beneƬts 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, staƪ or other costs or impact on customer service the timing of entry and proƬtability of BT in certain markets signiƬcant changes in market shares for BT or its principal products and services Ʈuctuations in foreign currency exchange rates or interest rates the underlying assumptions and estimates made in respect of major customer contracts proving unreliable the aims of the group-wide restructuring programme not being achieved and general Ƭnancial market conditions aƪecting BT's performance and ability to raise Ƭnance. Certain of these factors are discussed in more detail elsewhere in this Annual Report including, without limitation, in Our risks on pages 50 to 55. BT undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.
The principal listing of BT Group's ordinary shares is on the London Stock Exchange. Trading on the London Stock Exchange is under the symbol nBT.A'. American Depositary Shares (ADSs), each representing ten ordinary shares, have been issued by JPMorgan Chase & Co, as Depositary for the American Depositary Receipts (ADRs) evidencing the ADSs, and are listed on the New York Stock Exchange. Trading on the New York Stock Exchange is under the symbol nBT'.
| Pence per ordinary share | US\$ per ADS | ||
|---|---|---|---|
| High | Low | High | Low |
| pence | pence | US\$ | US\$ |
| 149.60 | 79.70 | 25.14 | 11.64 |
| 191.10 | 109.90 | 31.31 | 16.19 |
| 232.10 | 161.00 | 36.89 | 25.69 |
| 281.00 | 200.70 | 42.76 | 31.02 |
| 418.10 | 265.70 | 69.75 | 40.70 |
| 228.60 | 200.70 | 36.86 | 31.02 |
| 236.80 | 210.20 | 38.44 | 32.67 |
| 242.40 | 212.50 | 39.41 | 34.38 |
| 281.00 | 237.20 | 42.76 | 38.37 |
| 322.30 | 265.70 | 49.86 | 40.70 |
| 348.90 | 316.20 | 55.86 | 47.40 |
| 382.00 | 340.60 | 63.13 | 54.49 |
| 418.10 | 369.90 | 69.75 | 60.99 |
| 382.00 | 371.10 | 61.53 | 59.32 |
| 380.60 | 364.60 | 63.13 | 59.53 |
| 386.00 | 369.90 | 63.78 | 60.99 |
| 418.10 | 384.50 | 69.75 | 62.16 |
| 406.40 | 374.10 | 67.94 | 62.36 |
| 383.30 | 361.90 | 64.21 | 60.79 |
| 377.50 | 377.10 | 63.92 | 63.80 |
The prices are the highest and lowest closing middle market prices for BT ordinary shares, as derived from the Daily OƯcial List of the London Stock Exchange and the highest and lowest closing sales prices of ADSs, as reported on the New York Stock Exchange.
Fluctuations in the exchange rate between Sterling and the US Dollar aƪect the US Dollar equivalent of the Sterling price of the company's ordinary shares on the London Stock Exchange and, as a result, are likely to aƪect the market price of the ADSs on the New York Stock Exchange.
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 oƯce 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 mmO2 from BT 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 Government, as a result of the Telecommunications Act 1984. Between November 1984 and July 1993, the Government sold all of its shareholding in British Telecommunications plc in three public oƪerings.
| Range | Ordinary shares of 5p each | |||
|---|---|---|---|---|
| Number of holdings |
Percentage of total % |
Number of shares held millions |
Percentage of total % |
|
| 1 – 399 | 369,166 | 39.52 | 77 | 0.95 |
| 400 – 799 | 248,750 | 26.63 | 138 | 1.69 |
| 800 – 1,599 | 180,148 | 19.29 | 201 | 2.47 |
| 1,600 – 9,999 | 130,026 | 13.92 | 396 | 4.86 |
| 10,000 – 99,999 | 4,833 | 0.52 | 90 | 1.10 |
| 100,000 – 999,999 | 642 | 0.07 | 244 | 2.99 |
| 1,000,000 – 4,999,999 | 300 | 0.03 | 685 | 8.40 |
| 5,000,000 and abovea,b,c,d | 198 | 0.02 | 6,320 | 77.54 |
| Totale | 934,063 | 100 | 8,151 | 100.00 |
a 61.3m shares were held in trust by Ilford Trustees (Jersey) /imited for allocation to employees under the employee share plans. b
8nder the BT Group Employee Share Investment Plan, 68.8m shares were held in trust on behalf of 46,628 participants who were beneƬcially entitled to the shares. 267.7m shares were held in the
corporate nominee BT Group EasyShare on behalf of 86,033 beneƬcial owners. c 122.5m shares were represented by ADSs. An analysis by size of holding is not available for these.
d 232.5m shares were held as treasury shares.
e 10.37% of the shares were in 920,375 individual holdings, of which 63,192 were joint holdings, and 89.63% of the shares were in 13,688 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 company's major shareholders do not have diƪerent voting rights to those of other shareholders.
At 2 May 2014, there were 8,151,227,029 ordinary shares outstanding, including 231,165,508 shares held as treasury shares. At the same date, approximately 12.3m ADSs (equivalent to 122.5m ordinary shares, or approximately 1.50% of the total number of ordinary shares outstanding on that date) were outstanding and were held by 1,709 record holders of ADRs.
At 31 March 2014, there were 3,715 shareholders with a US address on the register of shareholders who in total hold 0.03% of the ordinary shares of the company.
A Ƭnal dividend in respect of the year ended 31 March 2013 was paid on 2 September 2013 to shareholders on the register on 9 August 2013, and an interim dividend in respect of the year ended 31 March 2014 was paid on 3 February 2014 to shareholders on the register on 27 December 2013. The Ƭnal proposed dividend in respect of the year ended 31 March 2014, if approved by shareholders, will be paid on 8 September 2014 to shareholders on the register on 15 August 2014.
The dividends paid or payable on BT shares and ADSs for the last Ƭve Ƭnancial 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 200. 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 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Financial years ended 31 March | Interim pence |
Final pence |
Total pence |
Interim £ |
Final £ |
Total £ |
Interim US\$ |
Final US\$ |
Total US\$ |
|
| 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 | 0.777 | 1.143 | |
| 2012 | 2.60 | 5.70 | 8.30 | 0.260 | 0.570 | 0.830 | 0.390 | 0.885 | 1.275 | |
| 2013 | 3.00 | 6.50 | 9.50 | 0.300 | 0.650 | 0.950 | 0.451 | 0.994 | 1.445 | |
| 2014 | 3.40 | 7.50 | 10.9 | 0.340 | 0.750 | 1.090 | 0.534 | –a | –a |
a 4ualifying holders of ADSs on record as of 15 August 2014 are entitled to receive the Ƭnal dividend which will be paid to ADS holders on 16 September 2014, subject to approval at the AGM. The 8S Dollar amount of the Ƭnal dividend of 75 pence per ADS to be paid to holders of ADSs will be based on the exchange rate in eƪect on 8 September 2014, the date of payment to holders of ordinary shares.
As dividends paid by the company are in Sterling, exchange rate Ʈuctuations will aƪect the US Dollar amounts received by holders of ADSs on conversion by the Depositary of such cash dividends.
Any shareholder wishing dividends to be paid directly into a bank or building society account should contact the Shareholder Helpline (see page 202), or go to 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).
| 86,065,700 | 348 | 86,065,700 | 726,434,300 | |
|---|---|---|---|---|
| March | 4,351,000 | 397 | 4,351,000 | 726,434,300 |
| February | 14,269,100 | 389 | 14,269,100 | 730,785,300 |
| January 2014 | nil | n/a | nil | 745,054,400 |
| December | 3,000,000 | 369 | 3,000,000 | 745,054,400 |
| November | 17,193,200 | 377 | 17,193,200 | 748,054,400 |
| October | nil | n/a | nil | 765,247,600 |
| September | 4,000,000 | 343 | 4,000,000 | 765,247,600 |
| August | 14,682,400 | 333 | 14,682,400 | 769,247,600 |
| July | 4,070,000 | 336 | 4,070,000 | 783,930,000 |
| June | 2,500,000 | 305 | 2,500,000 | 662,656,040 |
| May | 22,000,000 | 306 | 22,000,000 | 665,156,040 |
| April 2013 | nil | n/a | nil | 687,156,040 |
| Calendar montha | purchased | net of dealing costs) | plans or programmes | AGM authorityb |
| of shares | per share (pence – | publicly announced | purchased under the | |
| Total number | Average price paid | purchased as part of | of shares yet to be | |
| Total number of shares | Maximum number |
a Purchases made from 1 April 2013 to 17 July 2013 were made in accordance with a resolution passed at the AGM held on 11 July 2012. Own share purchases by BT from 18 July 2013 to 31 March 2014 were made in accordance with a resolution passed at the AGM on 17 July 2013.
b Authority was given to purchase up to 778m shares on 11 July 2012 and 783m shares on 17 July 2013. These authorities expire at the close of the following AGM.
A total of 86m own shares were purchased during 2013/14. Of these, 27m shares were purchased for a total consideration of £98m (6m shares for a consideration of £21m under the authority given at the 2012 AGM and 21m shares for a consideration of £77m under the authority given at the 2013 AGM), and 59m shares were purchased by the BT Group Employee Share Ownership Trust for a consideration of £204m. Please see note 20 to the consolidated Ƭnancial statements for further details.
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
| Price per share | |||
|---|---|---|---|
| Date paid | pence | ||
| 2009/10 interim | 8 February 2010 | 131.67 | |
| 2009/10 Ƭnal | 6 September 2010 | 140.41 | |
| 2010/11 interim | 7 February 2011 | 185.89 | |
| 2010/11 Ƭnal | 5 September 2011 | 164.64 | |
| 2011/12 interim | 6 February 2012 | 216.39 | |
| 2011/12 Ƭnal | 3 September 2012 | 223.15 | |
| 2012/13 interim | 4 February 2013 | 265.01 | |
| 2012/13 Ƭnal | 2 September 2013 | 339.38 | |
| 2013/14 interim | 3 February 2014 | 385.76 |
Details of the direct purchase plan run by the ADR Depositary, JPMorgan Chase & Co, Global Invest Direct, including reinvestment of dividends, are available from JPMorgan Chase & Co on 1 800 428 4237 (toll free within the US), or on written request to the ADR Depositary.
TSR is the measure of the returns that a company has generated for its shareholders, reƮecting share price movements and assuming reinvestment of dividends. BT's TSR for 2013/14 was positive 40.5%, compared with the FTSE100 TSR which was positive 6.7% and the FTSEuroƬrst 300 Telco Index TSR which was positive 29.0%. BT's TSR improvement in 2013/14 is mainly due to the increase in the share price during 2013/14, from a closing price of 278.0p on 29 March 2013. Over the last Ƭve Ƭnancial years BT's TSR was positive 481.3%, compared with the FTSE100 TSR of positive 101.5% and the FTSEuroƬrst 300 Telco Index TSR of positive 82.9%.
The graph shows the relative TSR performance of BT, the FTSE100 and the FTSEuroƬrst 300 Telco Index over the past Ƭve years.
Results for the 2014/15 Ƭnancial year Datea
| 1st quarter | 31 July 2014 |
|---|---|
| 2nd quarter and half year | October 2014 |
| 3rd quarter and nine months | January 2015 |
| 4th quarter and full year | May 2015 |
| Annual Report 2015 published | May 2015 |
a Dates may be subject to change.
Small parcels of shares, which may be uneconomic to sell on their own, can be donated to ShareGift – the share donation charity (Registered Charity number 1052686). ShareGift transfers these holdings into their name, aggregates them, and uses the proceeds to support a wide range of UK registered charities based on donor suggestion. They can also accept larger donations of shares.
If you would like further details about ShareGift, please visit www.sharegift.org , email help#sharegift.org or telephone them on 020 7930 3737.
BT publishes its consolidated Ƭnancial statements expressed in Sterling. The following tables provide 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 certiƬed for customs purposes by the Federal Reserve Bank of New York (the Noon Buying Rate).
| Year ended 31 March | 2014 | 2013 | 2012 | 2011 | 2010 |
|---|---|---|---|---|---|
| Period end | 1.67 | 1.52 | 1.60 | 1.60 | 1.52 |
| Averagea | 1.60 | 1.58 | 1.61 | 1.56 | 1.55 |
| High | 1.68 | 1.63 | 1.67 | 1.64 | 1.64 |
| Low | 1.48 | 1.49 | 1.53 | 1.43 | 1.49 |
a The average of the Noon Buying Rates in eƪect on the last day of each month during the relevant period.
| Month | |||||
|---|---|---|---|---|---|
| April | March | February | January | December | |
| 2014 | 2014 | 2014 | 2014 | 2013 | |
| High | 1.69 | 1.67 | 1.68 | 1.66 | 1.66 |
| Low | 1.65 | 1.65 | 1.63 | 1.63 | 1.63 |
On 2 May 2014, the latest practicable date for this Annual Report, the Noon Buying Rate was US\$1.69 to £1.00.
The following is a summary of the principal provisions of BT's Articles, a copy of which has been Ƭled with the Registrar of Companies. A nholder of shares' and a nshareholder' is, in either case, the person entered on the company's register of members as the holder of the relevant shares. Shareholders can choose whether their shares are to be evidenced by share certiƬcates (i.e. in certiƬcated form) or held in electronic (ie uncertiƬcated) form in CREST (the electronic settlement system in the UK).
BT adopted new Articles of Association with eƪect 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 BT's Memorandum are deemed to form part of BT's Articles, and have been deleted from those Articles because of shareholders passing a resolution to this eƪect at the AGM. Under the 2006 Act, BT's objects are unrestricted.
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 Ƭve 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 decides 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.
Whenever the share capital of the company is split into diƪerent classes of shares, the special rights attached to any of those classes can be varied or withdrawn either
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.
The company may by ordinary resolution
The company may also
The company's 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 proƬts available for distribution. If the Board considers that the proƬts 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 oƪer 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 company's shareholders must have passed an ordinary resolution authorising the directors to make this oƪer.
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.
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 diƪerent 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 diƪerent groups of shareholders. The liquidator can also, with the same authority, transfer any assets to trustees upon any trusts for the beneƬt of shareholders which the liquidator decides. The liquidation of the company can then be Ƭnalised 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.
CertiƬcated 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 eƪective 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 certiƬcated form
Transfers of uncertiƬcated shares must be carried out using a relevant system (as deƬned in the UncertiƬcated Securities Regulations 2001 (the Regulations)). The Board can refuse to register a transfer of an uncertiƬcated 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.
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.
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 speciƬed must not be more than 48 hours before the time Ƭxed for the meeting.
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.
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 deƬned 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 beneƬts to, among others, any director or former director or persons connected with them. However, BT can only provide these beneƬts to any director or former director who has not been an employee or held any other oƯce 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.
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 conƮict of interest
Subject to the relevant legislation, the shareholders can by passing an ordinary resolution ratify any particular contract carried out in breach of those provisions.
Under BT's 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 Ƭll 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 oƯce 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.
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 company's 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 intragroup among other things, at any time does not exceed £35bn. These borrowing powers may only be varied by amending the Articles.
BT's 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 BT's 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.
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 notiƬable 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 oƪeror or oƪeree company on all parties to a takeover and also on their respective associates during the course of an oƪer period.
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.
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 deƬned 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 Ƭnancial 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 diƪerent from those set forth below.
For the purposes of this summary, a US Holder is a beneƬcial owner of ordinary shares or ADSs that, for US federal income tax purposes, is a citi]en 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 speciƬc 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 Majesty's 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 eƪect and available, (ii) the United Kingdom–United States Convention relating to estate and gift taxes, and (iii) the United Kingdom–United States Tax Convention that entered into force on 31 March 2003 and the protocol thereto (the Convention), all as in eƪect on the date of this Annual Report, all of which are subject to change or changes in interpretation, possibly with retroactive eƪect.
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.
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 eƪect 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. In addition, in a situation where US holders receive distributions of previously taxed earnings and proƬts, foreign currency gain or loss will generally be recognised as the same source as the associated income included under Subpart F rules for US federal income tax purposes. 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 npassive 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.
Certain US Holders (including individuals) are eligible for reduced rates of US federal income tax (currently at a maximum of 20%) in respect of qualiƬed dividend income received in taxable years beginning 1 January 2013. For this purpose, qualiƬed 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 satisƬes certain requirements, including that either (i) the shares or ADSs with respect to which the dividend has been paid are readily tradable on an established securities market in the US, or (ii) the non-US corporation is eligible for the beneƬts 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 qualiƬed 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 qualiƬed dividend income paid by BT to him, as applicable.
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 Ƭve 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 diƪerence between the US Dollar value of the amount realised on the disposition and the US Holder's 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. Longterm 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 signiƬcant limitations.
A US Holder's 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 deƬned 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 diƪerence (if any) between the US Dollar value of the
amount received based on the exchange rates in eƪect 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 eƪect on the settlement date for the sale, and no exchange gain or loss will be recognised at that time.
A non-US corporation will be classiƬed 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 ended 31 March 2014. If BT were to become a PFIC for any tax year, US Holders would suƪer 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 nqualiƬed 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.
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 identiƬcation number or certiƬcate of foreign status and makes any other required certiƬcation 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 IdentiƬcation Number and CertiƬcation). 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 certiƬcation of non-US status in connection with payments received in the US or through certain US-related Ƭnancial intermediaries.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder's US federal income tax liability. A holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely Ƭling the appropriate claim for refund with the IRS and furnishing any required information.
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 money's 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.
The above statements are intended as a general guide to the current position. Certain categories of person (including recognised market makers, brokers and dealers) may not be liable to stamp duty or SDRT or may, although not liable for the tax, be required to notify and account for it under the Stamp Duty Reserve Tax Regulations 1986.
The rules and scope of domicile are complex and action should not be taken without advice speciƬc to the individual's 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 deƬned 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 (otherwise than as a result of a speciƬc exemption, deduction, exclusion, credit or allowance).
During 2013/14, certain of the group's non-US subsidiaries or other non-US entities conducted limited activities in, or with persons from, certain countries identiƬed by the US Department of State as State Sponsors of Terrorism or otherwise subject to US sanctions. These activities, which generally relate to the provision of communications services to embassies and diplomatic missions of US-allied governments, other CPs, news organisations, multinational corporations and other customers that require global communications connectivity, are insigniƬcant to the group's Ƭnancial condition and results of operations.
Under Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13 (r) to the Securities Exchange Act of 1934, we are required to disclose whether BT or any of its aƯliates knowingly engaged in certain activities, transactions or dealings relating to Iran or certain designated individuals or entities. Disclosure is required even when the activities were conducted outside the US by non-US entities and even when they were conducted in compliance with applicable law. Our disclosures for 2013/14, which remain unchanged from 2012/13, are below.
HM Treasury approval was granted on 31 October 2012 for authorisation to receive €75,000 from Telecommunication Infrastructure Company (TIC), in Iran. The payment was for receiving incoming UK telecommunications tariƪ from Iran (BT is paid on a per minute basis for terminating calls).
Between July 2007 and October 2012 a BT subsidiary, Communications Global Network Services (CGNS), acted as billing agent for a consortium of telecommunications companies, of which CGNS was a member, in respect of a subsea cable contract. As billing agent, CGNS invoiced telecommunications companies worldwide, collecting funds and dispersing these to the consortium members and, during that time, received indirect payments on behalf of TIC.
BT entered into a Framework Agreement with Rafsanjan Industrial Complex (RIC) for business consultancy services in May 2010 and provided an initial consultancy engagement under phase 1 of the agreement. In February 2011, phase 2 was agreed with RIC however BT stopped work in December 2011 due to the geopolitical situation. RIC made an advance payment to BT of €384,120 to carry out the phase 2 work. We continue to explore whether the amount can be refunded.
There are no government laws, decrees, regulations, or other UK legislation which have a material eƪect 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 UK law restricting the right of nonresidents to hold or to vote shares in the company.
All reports and other information that BT Ƭles with the US Securities and Exchange Commission (SEC) may be inspected at the SEC's public reference facilities at Room 1580, 100 F Street NE, Washington, DC 20549, US.
| These reports may be accessed via the SEC's website at | |
|---|---|
| www.sec.gov |
BT produces a series of reports on the company's Ƭnancial, compliance, and social and environmental performance.
Most of these reports (as well as the EAB Annual Report on BT's compliance with the 8ndertakings) are available to shareholders on reTuest and can be accessed at www.bt.comaboutbt. More detailed disclosures on BT's implementation of social, ethical and environmental policies and procedures are available online through our independently veriƬed sustainability report at www.bt.combetterfuturereport
| Document | Publication date |
|---|---|
| Notice of meeting | May |
| Annual Report & Form 20-F | May |
| Better Future our annual | |
| sustainability report | May |
| EAB Annual Report | May |
| Expected quarterly results releases | July, October, January and May |
| Current Cost Financial Statements | July |
| The Way We Work, a statement of | |
| business practice |
For printed copies, when available, contact the Shareholder Helpline on Freefone 0808 100 4141 or contact our Registrars in the UK, at the address opposite.
Shareholders can 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. You can Ƭnd the details opposite.
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, Ƭnancial analysts, industry analysts and journalists.
| An online version of this document is available at | |
|---|---|
| www.bt.comannualreport |
If private shareholders have any enquiries about their shareholding, they should contact our Registrars, Equiniti, at the address below. Equiniti maintain BT Group's 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
https://help.shareview.co.uk
Equiniti Aspect House Spencer Road Lancing West Sussex BN99 6DA www.equiniti.com
JPMorgan Chase & Co PO Box 64504 St Paul, MN 55164-0854, US Tel +1 800 990 1135 (General) or 1 651 453 2128 (From outside the US) or 1 800 428 4237 (Global Invest Direct) email [email protected] www.adr.com
General enquiries BT Group plc BT Centre 81 Newgate Street London EC1A 7AJ United Kingdom Tel 020 7356 5000 From outside the UK Tel 44 1793 596 931
Institutional investors and Ƭnancial analysts may contact BT Investor Relations on
Tel 020 7356 4909 email [email protected]
Industry analysts and consultants may contact BT Analyst Relations on
Tel 020 7356 4909 email [email protected]
A full list of BT contacts and an electronic feedback facility are available at www.bt.comtalk
The information in this document that is referred to in the following table shall be deemed to be Ƭled with the Securities and Exchange Commission for all purposes
| Required Item in Form 20-F Item |
Where information can be found in this Annual Report Section |
||
|---|---|---|---|
| 1 | Identity of directors, senior management and advisors | Not applicable | Page |
| 2 | Oƪer statistics and expected timetable | Not applicable | |
| 3 | Key information | ||
| 3A | Selected Ƭnancial data | Financial highlights | 8 |
| Group performance | |||
| Group Ƭnancial results | 59 | ||
| Selected Ƭnancial data | 187 | ||
| Information for shareholders | |||
| Exchange rates | 197 | ||
| 3B | Capitalisation and indebtedness | Not applicable | |
| 3C | Reasons for the oƪer and use of proceeds | Not applicable | |
| 4 | Information on the company | ||
| 4A | History and development of the company | How we performed against our strategic priorities | 9 |
| Information for shareholders | |||
| Background | 193 | ||
| Group performance | |||
| Capital expenditure | 68 | ||
| General information | |||
| Capital management and funding policy | 114 | ||
| 4B | Business overview | Key performance indicators | 7 |
| Our purpose | 15 | ||
| Our strategy | 15 | ||
| Our strategic priorities | 17 | ||
| Our assets and resources | 26 | ||
| Our lines of business | 30 | ||
| Human Rights | 48 | ||
| Regulation | 48 | ||
| Consolidated Ƭnancial statements | |||
| Notes to the consolidated Ƭnancial statements | |||
| Segment information | 135 | ||
| Financial and operational statistics | |||
| Operational statistics | 191 | ||
| Information for shareholders | |||
| Cautionary statement regarding forward-looking statements | 192 | ||
| Further note on certain activities | 201 | ||
| 4C | Organisational structure | Operating Committee | 22 |
| Our business model | 23 | ||
| Our lines of business | 30 | ||
| Subsidiary undertakings | 181 | ||
| 4D | Property, plants and equipment | Our assets and resources | |
| Properties | 27 | ||
| Consolidated Ƭnancial statements | |||
| Notes to the consolidated Ƭnancial statements | |||
| Property, plant and equipment | 148 | ||
| Financial and operational statistics Financial statistics |
189 | ||
| 5 | Operating and Ƭnancial review and prospects | ||
| 5A | Operating results | Our lines of business | 30 |
| Group performance | 60 | ||
| Our performance as a responsible and sustainable business | 71 | ||
| Alternative performance measures | 184 | ||
| Information for shareholders |
Cautionary statement regarding forward-looking statements 192
| Required Item in Form 20-F Item |
Where information can be found in this Annual Report Section Page |
||
|---|---|---|---|
| 5B | Liquidity and capital resources | Group performance Information for shareholders |
60 |
| Cautionary statement regarding forward-looking statements Consolidated Ƭnancial statements |
192 | ||
| Notes to the consolidated Ƭnancial statements | |||
| Loans and other borrowings | 164 | ||
| Financial instruments and risk management | 168 | ||
| Financial commitments and contingent liabilities | 176 | ||
| 5C | Research and development, patents and licences | Our assets and resources | |
| Innovation | 28 | ||
| Financial and operational statistics | |||
| Financial statistics | 189 | ||
| 5D | Trend information | Group performance | 60 |
| Selected Ƭnancial data | 187 | ||
| Information for shareholders | |||
| Cautionary statement regarding forward-looking statements | 192 | ||
| 5E | Oƪ-balance sheet arrangements | General information | |
| Oƪ-balance sheet arrangements | 114 | ||
| 5F | Tabular disclosure of contractual obligations | Group performance | |
| Contractual obligations and commitments | 70 | ||
| 6 | Directors, senior management and employees | ||
| 6A | Directors and senior management | Board of Directors | 78 |
| The Board | 80 | ||
| 6B | Compensation | Reports of the Board Committees | |
| Report on Directors' Remuneration | 91 | ||
| Consolidated Ƭnancial statements | |||
| Notes to the consolidated Ƭnancial statements | |||
| Retirement beneƬt plans | 152 | ||
| Share-based payments | 161 | ||
| 6C | Board practices | Board of Directors | 78 |
| The Board | 80 | ||
| Reports of the Board Committees | |||
| Report on Directors' Remuneration | 91 | ||
| 6D | Employees | Our people | 24 |
| Group performance | |||
| Income statement | |||
| Operating costs | 63 | ||
| Consolidated Ƭnancial statements | |||
| Notes to the consolidated Ƭnancial statements | |||
| Employees | 140 | ||
| 6E | Share ownership | Reports of the Board Committees | |
| Report on Directors' Remuneration | 91 | ||
| Consolidated Ƭnancial statements | |||
| Notes to the consolidated Ƭnancial statements | |||
| Share-based payments | 161 | ||
| 7 | Major shareholders and related party transactions | ||
| 7A | Major shareholders | Shareholders and Annual General Meeting | |
| Relations with shareholders | |||
| Substantial shareholdings | 115 | ||
| Information for shareholders | |||
| Analysis of shareholdings at 31 March 2014 | 194 | ||
| 7B | Related party transactions | Directors' information | |
| Interest of management in certain transactions | 112 | ||
| Consolidated Ƭnancial statements | |||
| Notes to the consolidated Ƭnancial statements | |||
| Related party transactions | 176 | ||
| 7C | Interests of experts and counsel | Not applicable | |
| Required Item in Form 20-F Item |
Where information can be found in this Annual Report Section |
||
|---|---|---|---|
| 8 | Financial information | Page | |
| 8A | Consolidated statements and other Ƭnancial information | See Item 18 below | |
| General information | |||
| Legal proceedings | 114 | ||
| Group performance | |||
| Dividends | 66 | ||
| Consolidated Ƭnancial statements | |||
| Notes to the consolidated Ƭnancial statements | |||
| Financial commitments and contingent liabilities | 176 | ||
| Information for shareholders | |||
| Dividends | 195 | ||
| Articles of Association (Articles) | |||
| Dividends | 198 | ||
| 8B | SigniƬcant changes | Directors' information | |
| Going concern | 111 | ||
| 9 | The oƪer and listing | ||
| 9A | Oƪer and listing details | Information for shareholders | |
| Stock exchange listings | |||
| Share and ADS prices | 193 | ||
| 9B | Plan of distribution | Not applicable | |
| 9C | Markets | Information for shareholders | |
| Stock exchange listings | 193 | ||
| 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) | 197 | ||
| 10C | Material contracts | Information for shareholders | |
| Material contracts | 199 | ||
| 10D | Exchange controls | Information for shareholders | |
| Limitations aƪecting security holders | 202 | ||
| 10E | Taxation | Information for shareholders | |
| Taxation (US Holders) | 199 | ||
| 10F | Dividends and paying agents | Not applicable | |
| 10G | Statement by experts | Not applicable | |
| 10H | Documents on display | Information for shareholders | |
| 10I | Subsidiary information | Documents on display Not applicable |
202 |
| 11 | Quantitative and qualitative | Consolidated Ƭnancial statements | |
| disclosures about market risk | Notes to the consolidated Ƭnancial statements | ||
| SigniƬcant accounting policies | |||
| Financial instruments | 133 | ||
| Notes to the consolidated Ƭnancial statements | |||
| Financial instruments and risk management | 168 | ||
| 12 | Description of securities other than equity securities | Not applicable | |
| 13 | Defaults, dividend arrearages and delinquencies | Not applicable | |
| 14 | Material modiƬcations to the rights of security holders | ||
| and use of proceeds | Not applicable | ||
| Required Item in Form 20-F Item |
Where information can be found in this Annual Report Section |
|||
|---|---|---|---|---|
| 15 | Controls and procedures | General information | ||
| US Regulation | ||||
| US Sarbanes-Oxley Act of 2002 | 112 | |||
| Disclosure controls and procedures | 113 | |||
| Internal control over Ƭnancial reporting | 113 | |||
| Report of the independent auditors – Consolidated Ƭnancial | ||||
| statements | ||||
| United States opinion | 121 | |||
| 16A | Audit committee Ƭnancial expert | General information | ||
| US Regulation | ||||
| US Sarbanes-Oxley Act of 2002 | 112 | |||
| 16B | Code of ethics | US Regulation | ||
| US Sarbanes-Oxley Act of 2002 | 112 | |||
| 16C | Principal accountants' fees and services | Consolidated Ƭnancial statements | ||
| Notes to the consolidated Ƭnancial statements | ||||
| Audit, audit related and other non-audit services | 140 | |||
| Reports of the Board Committees | ||||
| Audit & Risk Committee Chairman's report | 83 | |||
| 16E | Purchases of equity securities by the issuer and | Information for shareholders | ||
| aƯliated purchasers | Share buyback | 195 | ||
| 16F | Change in registrant's reporting accountant | Not applicable | ||
| 16G | Corporate Governance | General information | ||
| US Regulation | ||||
| New York Stock Exchange | 112 | |||
| 17 | Financial statements | Not applicable | ||
| 18 | Financial statements | Report of the independent auditors – Consolidated Ƭnancial statements |
||
| United States opinion | 121 | |||
| Consolidated Ƭnancial statements | 122 | |||
ADSL: asymmetric digital subscriber line – a broadband service where existing wires between the local telephone exchange and a customer's telephone sockets are transformed into a high-speed digital line. Asymmetric refers to diƪering downstream and upstream bandwidths ARPU: average revenue per user
BDUK: Broadband Delivery UK
BTPS (BT Pension Scheme): the deƬned beneƬt pension scheme which was closed to new members on 31 March 2001
BTRSS (BT Retirement Saving Scheme): the scheme set up on 1 April 2009 as successor to the BT Retirement Plan (which closed to new members on 31 March 2009). It is a contract based, deƬned contribution arrangement
CP: communications provider CWU: Communication Workers Union
DSL: digital subscriber line – a broadband service where existing wires between the local telephone exchange and a customer's telephone sockets are transformed into a high-speed digital line
EBITDA: earnings before interest, taxation, depreciation and amortisation
Ethernet: a widely-deployed network transmission technology that transports large amounts of data in a fast, assured and highly cost-eƯcient manner
FTTC: Ƭbre-to-the-cabinet – a variant of GEA which uses Ƭbre to provide high connection speeds from the exchange to a street cabinet near to a customer premises, and a copper line for the Ƭnal connection to the premises
FTTP: Ƭbre-to-the-premises – a variant of GEA which uses Ƭbre to provide high connection speeds for the whole route from the exchange to the customer
GEA: Generic Ethernet Access – Openreach's wholesale Ƭbre broadband product
I
IASB: International Accounting Standards Board – the board which sets International Financial Reporting Standards ICT: information and communications technology IFRS: International Financial Reporting Standards IP: internet protocol – a packet-based protocol for delivering data – including voice and video – across networks IPX: IP Exchange ISP: Incentive Share Plan
K
KPIs: Key Performance Indicators
Ladder pricing: Ladder pricing links the amounts that BT charges mobile operators for mobile calls to 0800, 0845 and 0870 numbers terminating on our network to the retail price charged by mobile operators to their customers
LLU: local loop unbundling – the process by which CPs can rent the copper lines between BT's exchanges and customer premises from Openreach to provide voice and broadband services using their own equipment
Mobile Ethernet Access Service: a product that uses pseudo wire technology to carry Ethernet traƯc between the mobile operators' cell and core sites in a single converged packet network
Managed network services: BT Wholesale's broad portfolio of managed network outsourcing and white label platform oƪerings
MPLS: multi-protocol label switching – supports the rapid transmission of data across network routers, enabling modern networks to achieve high quality of service
MVNO: mobile virtual network operator
Ofcom: the independent regulator and competition authority for the UK communications industries, with responsibilities across television, radio, telecommunications and wireless communications services
PIA: passive infrastructure access POLOs: payments to other licenced operators PoPs: points of presence PSTN: public switched telephone network
RFT: nRight First Time' – the internal measure of whether we are keeping our promises to our customers and meeting or exceeding their expectations
SEC: US Securities and Exchange Commission SIP: Session Initiation Protocol SME: small and medium-si]ed enterprises SMP: signiƬcant market power
UK GAAP: United Kingdom Generally Accepted Accounting Practice 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
V
VoIP: voice over internet protocol – a method of transporting speech over the internet
W
WBC: wholesale broadband connect
WLR: wholesale line rental – a product supplied by Openreach which is used by CPs to oƪer telephony services using their own brand, pricing structure and billing, but using BT's network
Y
YouView: a service which combines free digital channels with free on-demand content from public service broadcasters delivered over broadband
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