As filed with the Securities and Exchange Commission on June 2, 2004.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 20-F
 | Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 |
or
 | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| for the fiscal year ended March 31, 2004 |
or
 | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission file number: 333-12356
BRITISH TELECOMMUNICATIONS
public limited company
(Exact Name of Registrant as Specified in its Charter)
ENGLAND AND WALES
(Jurisdiction of Incorporation or Organization)
BT CENTRE, 81 NEWGATE STREET, LONDON EC1A 7AJ, ENGLAND
(Address of Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
$1,100,000,000 Floating Rate Notes Due 2003
$3,100,000,000 7⅝% Notes Due 2005
$ 3,000,000,000 8⅛% Notes Due 2010
$ 2,800,000,000 8⅝% Notes Due 2030
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
8,689,755,905 Ordinary Shares, of 25p each
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:
Yes
No 
Indicate by check mark which financial statement item the registrant has elected to follow:
Item 17
Item 18 
As a wholly-owned subsidiary of BT Group plc, British Telecommunications public limited company meets the conditions for a reduced disclosure format set forth in General Instruction (I)(1)(a) and (b) of Form 10-K, as applied to reports on Form 20-F, and is therefore filing this Form 20-F with a reduced disclosure format. The Annual Report of British Telecommunications plc (the “Annual Report 2004”) is filed as Exhibit 14.1 hereto and incorporated by reference into this annual report on Form 20-F.
All references in this Form 20-F to “us”, “we” or “the Company”, are to British Telecommunications public limited company. For an Index to the Exhibits to this annual report see page 7.
PART I
ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE |
3.A Selected Financial Data
Omitted pursuant to General Instruction I of Form 10-K as applied to reports on Form 20-F. See Item 3.A of the BT Group plc Annual Report and Form 20-F for the year ended March 31, 2004 (the “BT Group plc 2004 Annual Report”) contained in the Report on Form 6-K dated June 2, 2004 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) of the Commission.
3.B Capitalization and Indebtedness
3.C Reasons for the Offer and Use of Proceeds
3.D Risk Factors
Omitted pursuant to General Instruction I of Form 10-K as applied to reports on Form 20-F. See Item 3.D of the BT Group plc 2004 Annual Report contained in the Report on Form 6-K dated June 2, 2004 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) of the Commission.
ITEM 4. | INFORMATION ON THE COMPANY |
4.A History and Development of the Company
The information set forth under the headings:
| • | "Additional information for shareholders ─ Background" on pages 81 and 82; and |
| • | "Business review ─ Introduction" on page 2 |
of the Annual Report and Form 20-F for the financial year ended March 31, 2004 (the “Annual Report 2004”) contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.
1
4.B Business Overview
The information set forth under the headings:
| • | "Business review" on pages 2 to 5; |
| • | "Additional information for shareholders ─ Cautionary statement regarding forward-looking statements" on page 81 |
of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.
4.C Organizational Structure
The information set forth under the headings "Business review ─ Introduction" on page 2 and "Subsidiary undertakings, joint ventures and associates" on page 80 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.
4.D Property, Plant and Equipment
The information set forth under the heading "Financial review – Property" on page 15 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.
ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
5.A Operating Results
The information set forth under the heading "Financial Review" on pages 6 to 19 and "Additional information for shareholders – Cautionary statement regarding forward-looking statements" on page 81 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.
5.B Liquidity and Capital Resources
The information set forth under the headings:
| • | "Financial Review" on pages 6 to 19, and especially under “Capital resources” on page 16 and "Critical accounting policies" on pages 17 and 18; |
| | |
| • | "Additional information for shareholders ─ Cautionary statement regarding forward-looking statements" on page 81; |
| | |
| • | "Notes to the financial statements ─ Loans and other borrowings" on pages 55 and 56; |
| | |
| • | "Notes to the financial statements ─ Financial commitments, contingent liabilities and subsequent events" on page 60; and |
| | |
| • | "Notes to the financial statements ─ Financial instruments and risk management" on pages 66 to 70 |
of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.
5.C Research and Development, Patents and Licenses
Omitted pursuant to General Instruction I of Form 10-K as applied to reports on Form 20-F. See Item 5.C of the BT Group plc 2004 Annual Report contained in the Report on Form 6-K dated June 2, 2004 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) of the Commission.
2
5.D Trend Information
Omitted pursuant to General Instruction I of Form 10-K as applied to reports on Form 20-F. See Item 5.D of the BT Group plc 2004 Annual Report contained in the Report on Form 6-K dated June 2, 2004 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) of the Commission.
5.E Off-Balance Sheet Arrangements
The information set forth under the heading "Financial review – Off balance sheet arrangements" on page 16 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.
5.F Tabular Disclosure of Contractual Obligations
The information set forth under the heading "Financial review – Capital resources" on page 16 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.
ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
6.A Directors and Senior Management
Omitted pursuant to General Instruction I of Form 10-K as applied to reports on Form 20-F. See Item 6.A of the BT Group plc 200 Annual Report contained in the Report on Form 6-K dated June 2, 2004 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) of the Commission.
6.B Compensation
Omitted pursuant to General Instruction I of Form 10-K as applied to reports on Form 20-F. See Item 6.B of the BT Group plc 2004 Annual Report contained in the Report on Form 6-K dated June 2, 2004 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) of the Commission.
6.C Board Practices
Omitted pursuant to General Instruction I of Form 10-K as applied to reports on Form 20-F. See Item 6.C of the BT Group plc 2004 Annual Report contained in the Report on Form 6-K dated June 2, 2004 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) of the Commission.
6.D Employees
The information set forth under the headings "Business review" on pages 2 to 5 and "Notes to the financial statements ─ People employed" on page 65 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.
3
6.E Share Ownership
Omitted pursuant to General Instruction I of Form 10-K as applied to reports on Form 20-F. See Item 6.E of the BT Group plc 2004 Annual Report contained in the Report on Form 6-K dated June 2, 2004 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) of the Commission.
ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
7.A Major Shareholders
Omitted pursuant to General Instruction I of Form 10-K as applied to reports on Form 20-F. See Item 7.A of the BT Group plc 2004 Annual Report contained in the Report on Form 6-K dated June 2, 2004 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) of the Commission.
7.B Related Party Transactions
Omitted pursuant to General Instruction I of Form 10-K as applied to reports on Form 20-F. See Item 7.B of the BT Group plc 2004 Annual Report contained in the Report on Form 6-K dated June 2, 2004 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) of the Commission.
7.C Interests of Experts and Counsel
ITEM 8. | FINANCIAL INFORMATION |
8.A Consolidated Statements and Other Financial Information
In addition, the information set forth under the headings "Business review ─ Legal proceedings" on page 5 and "Additional information for shareholders ─ Dividends" on page 83 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.
8.B Significant Changes
The information set forth under the headings "Financial review ─ Capital resources" on page 16 and "Notes to the financial statements ─ Financial commitments, contingent liabilities an subsequent events" on page 60 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.
ITEM 9. | THE OFFER AND LISTING |
9.A Offer and Listing Details
9.B Plan of Distribution
9.C Markets
9.D Selling Shareholders
4
9.E Dilution
9.F Expenses of the Issue
ITEM 10. | ADDITIONAL INFORMATION |
10.A Share Capital
10.B Memorandum and Articles of Association
The information set forth under the heading "Additional information for shareholders ─ Background" on pages 81 and 82 and "Additional information for shareholders ─ Memorandum and Articles of Association" on pages 82 to 84 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.
10.C Material Contracts
Omitted pursuant to General Instruction I of Form 10-K as applied to reports on Form 20-F. See Item 10.C of the BT Group plc 2004 Annual Report contained in the Report on Form 6-K dated June 2, 2004 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) of the Commission.
10.D Exchange Controls
The information set forth under the heading "Additional information for shareholders ─ Exchange controls and other limitations affecting security holders" on page 84 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.
10.E Taxation
Omitted pursuant to General Instruction I of Form 10-K as applied to reports on Form 20-F. See Item 10.E of the BT Group plc 2004 Annual Report contained in the Report on Form 6-K dated June 2, 2004 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) of the Commission.
10.F Dividends and Paying Agents
10.G Statement by Experts
10.H Documents on Display
The information set forth under the heading "Additional information for shareholders ─ Documents on display" on page 84 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.
5
10.I Subsidiary Information
ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The information set forth under the headings:
| • | "Financial review ─ Treasury policy" on page 16; |
| | |
| • | "Financial review – Foreign currency and interest rate exposure" on pages 16 and 17; and |
| | |
| • | "Notes to the financial statements ─ Financial instruments and risk management" on pages 66 to 70 |
of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.
ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
PART II
ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
ITEM 15. | CONTROLS AND PROCEDURES |
The information set forth under the heading "Report of the directors – US Sarbanes-Oxley Act of 2002" on pages 20 and 21 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Omitted pursuant to General Instruction I of Form 10-K as applied to reports on Form 20-F. See Item 16A of the BT Group plc 2004 Annual Report contained in the Report on Form 6-K dated June 2, 2004 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) of the Commission.
ITEM 16B. CODE OF ETHICS
The information set forth under the heading "Report of the directors – US Sarbanes-Oxley Act of 2002" on pages 20 and 21 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.
6
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information set forth under the heading "Notes to the Financial Statements – Auditors" on page 66 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.
PART III
ITEM 16. | FINANCIAL STATEMENTS |
ITEM 17. | FINANCIAL STATEMENTS |
The financial information concerning the Company set forth under the following headings on the following pages of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated to this annual by reference to such Form 6-K.
| | | | Pages in | |
| Heading: | | | Annual Report 2004 | |
| | | | | |
| Report of the independent auditors | | | 23 | |
| Accounting policies | | | 24-26 | |
| Consolidated financial statements | | | 27-70 | |
| United States generally accepted accounting principles | | | 71-79 | |
| | | | | |
| | | | | |
The following exhibits are filed as part of this annual report:
1.1 | Memorandum of Association, incorporated into this annual report by reference from the Company’s Annual Report on Form 20-F (File No. 333-12356) for the year ended March 31, 2002 dated May 31, 2002. |
1.2 | Articles of Association, as amended on July 4, 2003. |
2.1 | Indenture relating to Company's $10 billion U.S. registered debt issued on December 5, 2000 incorporated by reference to the Registration Statement of British Telecommunications plc on Form F-3 (File No. 333 – 13482) dated July 27, 2000 in which it was filed as Exhibit 4.1. |
8.1 | For a list of the Company’s principal subsidiary undertakings, see “Subsidiary undertakings, joint ventures and associates” on page 80 of the Annual Report 2004, filed as Exhibit 14.1. |
12.1 | Certification of Ben Verwaayen, Chief Executive of BT Group plc, pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
12.2 | Certification of Ian Livingston, Group Finance Director of BT Group plc, pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
13.1 | Certifications of Ben Verwaayen, Chief Executive of BT Group plc and Ian Livingston, Group Finance Director of BT Group plc, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
14.1 | The Company's responses to the requirements of Form 20-F have been incorporated into this annual report by reference from the Company's Report on Form 6-K dated June 2, 2004 which contains its Annual Report 2004. Pursuant to Rule 12b-23(a) of the Commission, the information incorporated into this annual report by reference to such Form 6-K is attached as an exhibit hereto. |
7
| The following exhibits are attached hereto: |
| |
1.2 | Articles of Association, as amended on July 4, 2003. |
12.1 | Certification of Ben Verwaayen, Chief Executive of BT Group plc, pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
12.2 | Certification of Ian Livingston, Group Finance Director of BT Group plc, pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
13.1 | Certifications of Ben Verwaayen, Principal Executive Officer of British Telecommunications plc and Ian Livingston, Principal Financial Officer of British Telecommunications plc, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
14.1 | The Company's responses to the requirements of Form 20-F have been incorporated into this annual report by reference from the Company's Report on Form 6-K dated June 2, 2004 which contains its Annual Report 2004. Pursuant to Rule 12b-23(a) of the Commission, the information incorporated into this annual report by reference to such Form 6-K is attached as an exhibit hereto. |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| British Telecommunications plc |
| | |
| By: | /s/ Ian Livingston |
| |
|
| Name: | Ian Livingston |
| Title: | Principal Financial Officer |
| | |
Date: June 2, 2004
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
British Telecommunications plc
Exhibits
to
Form 20-F for year ended March 31, 2004
As filed with the Securities and Exchange Commission on June 2, 2004