UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Commission File Number: 333-12356 |
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| British Telecommunications plc |
| (Exact name of Registrant as specified in its charter) |
| Not Applicable | England and Wales |
| (Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization) |
|
BT Centre
81 Newgate Street, London, EC1A 7AJ
England
(address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act: None
Securities registered or to be 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:
$3,000,000,000 81/8% Notes Due 2010
$2,800,000,00085/8% 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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes  | | No  |
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
| Yes | | No |
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligation under those Sections.
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 whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check one):
| | Large
accelerated
filer | Accelerated filer | Non-
accelerated filer
| |
Indicate by check mark which financial statement item the Registrant has elected to follow:
| Item 17 | | Item 18 |
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | | No |
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
| Yes | | No |
Not Applicable
All references in this Form 20-F to “us”, “we” or “the Company”, are to British Telecommunications public limited company.
PART I
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
Not applicable
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE |
Not applicable
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, 2006 (the “BT Group plc 2006 Annual Report”) dated May 31, 2006 by BT Group plc, which is incorporated into this annual report by reference.
3.B Capitalization and Indebtedness
Not applicable
3.C Reasons for the Offer and Use of Proceeds
Not applicable
3.D Risk Factors
The information set forth under the heading “Business review — Principal risks and uncertainties” on page 8 of the Annual Report and Form 20-F for the financial year ended March 31, 2006 (the “Annual Report 2006”) contained in the Company’s Report on Form 6-K dated May 31, 2006 is incorporated herein by reference.
| 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 104 and of the Annual Report 2006 is incorporated herein by reference.
4.B Business Overview
The information set forth under the headings “Business review” on pages 2 to 10 and “Additional information for shareholders ─ Cautionary statement regarding forward-looking statements” on page 104 of the Annual Report 2006.
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4.C Organizational Structure
The information set forth under the headings “Business review ─ Introduction” on page 2 and “Subsidiary undertakings and associate” on page 103 of the Annual Report 2006 is incorporated herein by reference.
4.D Property, Plants and Equipment
The information set forth under the heading “Business review ─ Property” on page 6 of the Annual Report 2006 is incorporated herein by reference.
| ITEM 4A. | UNRESOLVED STAFF COMMENTS |
None.
| ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
5.A Operating Results
The information set forth under the heading “Financial Review” on pages 11 to 22 and “Additional information for shareholders ─ Cautionary statement regarding forward-looking statements” on page 104 of the Annual Report 2006 is incorporated herein by reference. The discussion of the 2005 financial year on pages 7 to 20 of the financial statements and supporting notes on pages 25 to 80 of the company’s Annual Report and Form 20-F 2005, dated June 1, 2005 (“the 2005 Data”) are incorporated by reference.
5.B Liquidity and Capital Resources
The information set forth under the headings:
| | • | “Financial Review” on page 11; |
| | | |
| | • | “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 67 to 72; and |
| | | |
| | • | “Additional information for shareholders ─ Cautionary statement regarding forward-looking statements” on page 104 |
of the Annual Report 2006 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 2006 Annual Report which is incorporated into this annual report by reference.
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 2006 Annual Report which is incorporated into this annual report by reference.
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5.E Off-Balance Sheet Arrangements
The information set forth under the heading “Financial review ─ Off-balance sheet arrangements” on page 19 of the Annual Report 2006 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 20 of the Annual Report 2006 is incorporated herein by reference.
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 2006 Annual Report which is incorporated into this annual report 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 2006 Annual Report which is incorporated into this annual report by reference.
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 2006 Annual Report which is incorporated into this annual report by reference.
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 2006 Annual Report which is incorporated into this annual report by reference.
6.D Employees
The information set forth under the headings “Consolidated financial statements ─ Notes to the financial statements ─ Employees” on page 62 of the Annual Report 2006 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 2006 Annual Report which is incorporated into this annual report by reference.
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| 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 2006 Annual Report which is incorporated into this annual report by reference.
7.B Related Party Transactions
The information set forth under the heading “Consolidated financial statements ─ Notes to the financial statements ─ Related party transactions” on page 57 of the Annual Report 2006 is incorporated herein by reference.
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 106 |
of the Annual Report 2006 contained in the Company’s Report on Form 6-K dated May 31, 2006 is incorporated herein by reference.
8.B Significant Changes
The information set forth under the heading “Financial review ─ Capital resources” on page 20 of the Annual Report 2006 contained in the Company’s Report on Form 6-K dated May 31, 2006 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 105 to 107 of the Annual Report 2006 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 2006 Annual Report which is incorporated into this annual report by reference.
10.D Exchange Controls
Not applicable
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 107 of the Annual Report 2006 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 19; |
| | | |
| | • | “Consolidated financial statements ─ Notes to the financial statements ─ Financial instruments and risk management” on pages 67 to 72 |
of the Annual Report 2006 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 pages 23 to 24 of the Annual Report 2006 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 2006 Annual Report which is incorporated into this annual report by reference.
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 2006 Annual Report which is incorporated into this annual report by reference.
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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 ─ Audit services” on page 66 of the Annual Report 2006 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 — United States opinion” on page 26; |
| | | |
| | • | “Accounting Policies” on pages 27 to 34 except the last sentence of (i) Basis of preparation of the financial statements on page 27; and |
| | | |
| | • | “Consolidated financial statements” on pages 35 to 82 |
of the Annual Report 2006 and the 2005 Data are incorporated herein by reference.
The following exhibits are filed as part of this annual report:
| 1.1 | Memorandum of Association, incorporated by reference to Exhibit 1.1 to the Company’s Annual Report on Form 20-F dated May 31, 2002. |
| 1.2 | Articles of Association, incorporated by reference to the Company’s Annual Report on Form 20-F 2004 contained in the Company’s Report on Form 6-K dated June 2, 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 | Section 302 Certification of Principal Executive Officer. |
| 12.2 | Section 302 Certification of Principal Financial Officer. |
| 13.1 | Section 906 Certifications. |
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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: May 31, 2006
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
British Telecommunications plc
Exhibits
to
Form 20-F for year ended March 31, 2006
As filed with the Securities and Exchange Commission on May 31, 2006
