UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| | (Mark One) |
| |  | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (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 31 March 2008 | |
| | | OR | |
| | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE | |
| | | SECURITIES EXCHANGE ACT OF 1934 | |
| | | OR | |
| | | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE | |
| | | SECURITIES EXCHANGE ACT OF 1934 | |
| | | | |
| | | Date of event requiring this shell company report ...................................... | |
| | | | |
| | | For the transition period from _______________ to _______________ | |
| |
| Commission File Number: 2-94004 |
| |
|
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 8.125% Notes Due 2010
$2,800,000,000 8.625% Notes Due 2030
$850,000,000 5.15% Senior Notes Due 2013
$1,100,000,000 5.95% SeniorNotes Due 2018
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 | | Non- |
| accelerated | Accelerated filer | accelerated filer |
| filer | | |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| | International Financial Reporting Standards | |
| U.S. GAAP | as issued by the International | Other |
| | Accounting Standards Board | |
If "Other" has been checked in response to the previous question 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, 2008 (the “BT Group plc 2008 Annual Report”) dated May 28, 2008, 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 — Group risk factors” on page 10 of the British Telecommunications plc Annual Report and Form 20-F for the financial year ended March 31, 2008 (the “Annual Report 2008”) contained in the Company’s Report on Form 6-K dated May 28, 2008 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 — Transforming BT ” on page 3 and “Additional information for shareholders — Background” on page 94 of the Annual Report 2008 is incorporated herein by reference.
4.B Business overview
The information set forth under the headings “Business review” on page 2 and “Additional information for shareholders — Cautionary statement regarding forward-looking statements” on page 94 of the Annual Report 2008 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 and associate” on page 93 of the Annual Report 2008 is incorporated herein by reference.
4.D Property, plants and equipment
The information set forth under the heading “Business review — Our resources — Our property portfolio” on page 9 of the Annual Report 2008 is incorporated herein by reference.
| ITEM 4A. | Unresolved staff comments |
As far as the Company is aware, there are no unresolved written comments from the SEC staff regarding its periodic reports under the Exchange Act received more than 180 days before March 31, 2008.
| ITEM 5. | Operating and financial review and prospects |
5.A Operating results
The information set forth under the headings:
| • | “Financial review” on page 12; |
| | |
| • | “Consolidated financial statements — Accounting policies” on page 29 (except the last paragraph of (i) Basis of preparation of the financial statements on page 29); and |
| | |
| • | “Additional information for shareholders — Cautionary statement regarding forward-looking statements” on page 94 |
| | |
| of the Annual Report 2008 is incorporated herein by reference. |
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5.B Liquidity and Capital Resources
The information set forth under the headings:
| • | “Financial review” on page 12; |
| | |
| • | “Consolidated financial statements — Notes to the consolidated financial statements — Loans and other borrowings” on page 54; |
| | |
| • | “Consolidated financial statements — Notes to the consolidated financial statements — Financial commitments and contingent liabilities” on page 59; |
| | |
| • | “Consolidated financial statements — Notes to the consolidated financial statements — Financial instruments and risk management” on page 71; and |
| | |
| • | “Additional information for shareholders — Cautionary statement regarding forward-looking statements” on page 94 |
of the Annual Report 2008 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 2008 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 2008 Annual Report which is incorporated into this annual report by reference.
5.E Off-balance sheet arrangements
The information set forth under the heading “Financial review — Financial risk and capital management — Capital management — Off-balance sheet arrangements” on page 22 of the Annual Report 2008 is incorporated herein by reference.
5.F Tabular disclosure of contractual obligations
The information set forth under the heading “Financial review — Financial risk and capital management — Capital management — Capital resources” on page 22 of the Annual Report 2008 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 2008 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 2008 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 2008 Annual Report which is incorporated into this annual report by reference.
6.D Employees
The information set forth under the headings “Financial review — Group results” on page 13 and “Consolidated financial statements — Notes to the consolidated financial statements — Employees” on page 67 of the Annual Report 2008 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 2008 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 2008 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 consolidated financial statements — Related party transactions” on page 59 of the Annual Report 2008 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 7; |
| | |
| • | “Consolidated financial statements — Notes to the consolidated financial statements — Financial commitments and contingent liabilities” on page 59; and |
| | |
| • | “Additional information for shareholders — Memorandum and Articles of Association — Articles — Dividends” on page 96 |
of the Annual Report 2008 is incorporated herein by reference.
8.B Significant changes
The information set forth under the heading “Financial review — Financial risk and capital management — Capital management — Capital resources” on page 22 of the Annual Report 2008 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
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 page 96 of the Annual Report 2008 is incorporated herein by reference.
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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 2008 Annual Report which is incorporated into this annual report by reference.
10.D Exchange controls
The information set forth under the heading “Additional information for shareholders — Limitations affecting security holders” on page 97 of the Annual Report 2008 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
10.H Documents on display
The information set forth under the heading “Additional information for shareholders — Documents on display” on page 97 of the Annual Report 2008 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 — Financial risk and capital management” on page 20; and |
| | |
| • | “Consolidated financial statements — Notes to the consolidated financial statements — Financial instruments and risk management” on page 71 |
of the Annual Report 2008 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 |
Not applicable
| 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 “Statutory information — US Sarbanes-Oxley Act of 2002” on page 25 of the Annual Report 2008 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 2008 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 2008 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 consolidated financial statements — Audit and non audit services” on page 71 of the Annual Report 2008 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 — Consolidated financial statements — United States Opinion” on page 28; |
| | |
| • | “Consolidated financial statements — Accounting Policies” on page 29 (except the last paragraph of (i) Basis of preparation of the financial statements on page 29); and |
| | |
| • | “Consolidated financial statements — Notes to the consolidated financial statements” on pages 41 to 75 |
of the Annual Report 2008 is 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. |
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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 28, 2008
