As filed with the Securities and Exchange Commission on June 1, 2005.
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, 2005 |
| 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:
$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 2005”) is filed as Exhibit 15.1 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 |
Not applicable
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE |
Not applicable
| ITEM 3. | KEY INFORMATION |
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, 2005 (the “BT Group plc 2005 Annual Report”) contained in the Report on Form 6-K dated June 1, 2005 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) under the Securities Exchange Act of 1934 (the “Exchange Act”).
3.B Capitalization and Indebtedness
Not applicable
3.C Reasons for the Offer and Use of Proceeds
Not applicable
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 2005 Annual Report contained in the Report on Form 6-K dated June 1, 2005 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) under the Exchange Act.
| ITEM 4. | INFORMATION ON THE COMPANY |
4.A History and Development of the Company
The information set forth under the headings “Business review ─ Introduction” on page 2 and “Additional information for shareholders ─ Background” on page 82 and of the Annual Report and Form 20-F for the financial year ended March 31, 2005 (the “Annual Report 2005”) contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
4.B Business Overview
The information set forth under the headings “Business review” on pages 2 to 6 and “Additional information for shareholders ─ Cautionary statement regarding forward-looking statements” on page 82 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
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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 81 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
4.D Property, Plant and Equipment
The information set forth under the heading “Business review ─ Property” on page 4 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 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 7 to 20 and “Additional information for shareholders ─ Cautionary statement regarding forward-looking statements” on page 82 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
5.B Liquidity and Capital Resources
The information set forth under the headings:
| • | “Financial Review ─ Capital Resources” on page 16; |
| • | “Financial Review ─ Critical accounting policies” on pages 17 and 18; |
| • | “Consolidated financial statements ─ Notes to the financial statements ─ Loans and other borrowings” on pages 53 and 54; |
| • | “Consolidated financial statements ─ Notes to the financial statements ─ Financial commitments and contingent liabilities” on page 58; |
| • | “Consolidated financial statements ─ Notes to the financial statements ─ Financial instruments and risk management” on pages 65 to 69; and |
| • | “Additional information for shareholders ─ Cautionary statement regarding forward-looking statements” on page 82 |
of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 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 2005 Annual Report contained in the Report on Form 6-K dated June 1, 2005 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) under the Exchange Act.
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 2005 Annual Report contained in the Report on Form 6-K dated June 1, 2005 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) under the Exchange Act.
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5.E Off-Balance Sheet Arrangements
The information set forth under the heading “Financial review ─ Off-balance sheet arrangements” on pages 15 and 16 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
5.F Tabular Disclosure of Contractual Obligations
Omitted pursuant to General Instruction I of Form 10-K as applied to reports on Form 20-F. See Item 5.F of the BT Group plc 2005 Annual Report contained in the Report on Form 6-K dated June 1, 2005 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) under the Exchange Act.
| 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 2005 Annual Report contained in the Report on Form 6-K dated June 1, 2005 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) under the Exchange Act.
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 2005 Annual Report contained in the Report on Form 6-K dated June 1, 2005 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) under the Exchange Act.
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 2005 Annual Report contained in the Report on Form 6-K dated June 1, 2005 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) under the Exchange Act.
6.D Employees
The information set forth under the headings “Financial review ─ Line of Business Results” on pages 10 to 13 and “Consolidated financial statements ─ Notes to the financial statements ─ People employed” on page 64 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
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 2005 Annual Report contained in the Report on Form 6-K dated June 1, 2005 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) under the Exchange Act.
3
| 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 2005 Annual Report contained in the Report on Form 6-K dated June 1, 2005 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) under the Exchange Act.
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 2005 Annual Report contained in the Report on Form 6-K dated June 1, 2005 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) under the Exchange Act.
7.C Interests of Experts and Counsel
Not applicable
| ITEM 8. | FINANCIAL INFORMATION |
8.A Consolidated Statements and Other Financial Information
See Item 18 below.
In addition, the information set forth under the headings:
| • | “Business review ─ Legal proceedings” on page 6; |
| • | “Consolidated financial statements ─ Notes to the financial statements ─ Financial commitments and contingent liabilities” on page 58; and |
| • | “Additional information for shareholders ─ Memorandum and Articles of Association ─ Articles ─ Dividends” on page 84 |
of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
8.B Significant Changes
The information set forth under the heading “Financial review ─ Capital resources” on page 16 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
| ITEM 9. | THE OFFER AND LISTING |
9.A Offer and Listing Details
Not applicable
9.B Plan of Distribution
Not applicable
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9.C Markets
Not applicable
9.D Selling Shareholders
Not applicable
9.E Dilution
Not applicable
9.F Expenses of the Issue
Not applicable
| ITEM 10. | ADDITIONAL INFORMATION |
10.A Share Capital
Not applicable
10.B Memorandum and Articles of Association
The information set forth under the heading “Additional information for shareholders ─ Memorandum and Articles of Association” on pages 83 to 85 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 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 2005 Annual Report contained in the Report on Form 6-K dated June 1, 2005 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) under the Exchange Act.
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 85 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
10.E Taxation
Not applicable
10.F Dividends and Paying Agents
Not applicable
10.G Statement by Experts
Not applicable
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10.H Documents on Display
The information set forth under the heading “Additional information for shareholders ─ Documents on display” on page 85 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
10.I Subsidiary Information
Not applicable
| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The information set forth under the headings:
| • | “Financial review ─ Treasury policy” on page 15; |
| • | “Financial review ─ Foreign currency and interest rate exposure” on page 16; and |
| • | “Consolidated financial statements ─ Notes to the financial statements ─ Financial instruments and risk management” on pages 65 to 69 |
of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
Not applicable
PART II
| ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
None.
| ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
Not applicable
| ITEM 15. | CONTROLS AND PROCEDURES |
The information set forth under the heading “Report of the directors ─ US Sarbanes-Oxley Act of 2002” on page 22 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 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 2005 Annual Report contained in the Report on Form 6-K dated June 1, 2005 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) under the Exchange Act.
| ITEM 16B. | CODE OF ETHICS |
Omitted pursuant to General Instruction I of Form 10-K as applied to reports on Form 20-F. See Item 16B of the BT Group plc 2005 Annual Report contained in the Report on Form 6-K dated June 1, 2005 by BT Group plc, which is incorporated into this annual report by reference to such Form 6-K pursuant to Rule 12b-23(a) under the Exchange Act.
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| ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
The information set forth under the heading “Consolidated financial statements ─ Notes to the financial statements ─ Auditors” on page 64 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
| ITEM 16E. | PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
Not applicable
PART III
| ITEM 17. | FINANCIAL STATEMENTS |
Not applicable
| ITEM 18. | FINANCIAL STATEMENTS |
The financial information concerning the Company set forth under the headings:
| • | “Report of the independent auditors” on page 24; |
| • | “Consolidated financial statements” on pages 25 to 69; and |
| • | “United States Generally Accepted Accounting Principles” on pages 70 to 80 |
of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
| ITEM 19. | EXHIBITS |
The following exhibits are filed as part of this annual report:
| 1.1 | Memorandum of Association, incorporated into this annual report by reference to 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, incorporated into this annual report by reference to the Company’s Annual Report and Form 20-F 2004 contained in the Company’s Report on Form 6-K dated June 2, 2004 for the year ended March 31, 2004 in which it was filed as Exhibit 1.2. |
| 8.1 | Omitted pursuant to General Instruction I of Form 10-K as applied to reports on Form 20-F. |
| 12.1 | Certification of Ben Verwaayen, Principal Executive Officer of British Telecommunications 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 Hanif Lalani, Principal Financial Officer of British Telecommunications 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 Hanif Lalani, Principal Financial Officer of British Telecommunications plc, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 15.1 | The Company’s responses to the requirements of Form 20-F have been incorporated into this annual report by reference to the Company’s Report on Form 6-K dated June 1, 2005 which contains the Company’s Annual Report and Form 20-F 2005. Pursuant to Rule 12b-23(a) under the Securities Exchange Act of 1934, the information incorporated into this annual report by reference to such Form 6-K is attached as an exhibit hereto. |
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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/ Hanif Lalani | ||||||
| _________________________________ | ||||||
| Name: Hanif Lalani | ||||||
| Title: Principal Financial Officer |
Dated: June 1, 2005
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
British Telecommunications plc
Exhibits
to
Form 20-F for year ended March 31, 2005
As filed with the Securities and Exchange Commission on June 1, 2005
| 1.1 | Memorandum of Association, incorporated into this annual report by reference to 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, incorporated into this annual report by reference to the Company’s Annual Report and Form 20-F 2004 contained in the Company’s Report on Form 6-K dated June 2, 2004 for the year ended March 31, 2004 in which it was filed as Exhibit 1.2. |
| 8.1 | Omitted pursuant to General Instruction I of Form 10-K as applied to reports on Form 20-F. |
