UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20 - F
(Mark One)
| | | |
| o | | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | | OR |
| | | |
| x | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
| | For the fiscal year ended 31 March 2009 |
| | OR |
| | | |
| o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
| | OR |
| | | |
| o | | 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
(Translation of Registrant’s name into
English) | | England and Wales
(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% Senior Notes 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.
Yesx Noo
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.
Yeso Nox
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.
Yesx Noo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yeso Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filero | | Accelerated filero | | Non-accelerated filer x
|
| | | | | (Do not check if a smaller reporting company) |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| | | |
U.S. GAAPo | | International Financial Reporting
Standards
as issued by the International
Accounting Standards Boardx |
Othero |
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 17o Item 18o
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).
Yeso Nox
(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.
Yeso Noo
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
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, 2009 (the “BT Group plc 2009 Annual Report”) dated May 27, 2009 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 11 of the British Telecommunications plc Annual Report and Form 20-F for the financial year ended March 31, 2009 included as Exhibit 15.2 to this Form 20-F (the “Annual Report 2009”) 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;
• “Business review — How we are structured” on page 3;
• “Financial review — Balance sheet — Capital expenditure“ on page 19;
• “Financial review — Balance sheet — Acquisitions” on page 19; and
• “Additional information for shareholders — Background” on page 99
of the Annual Report 2009 is incorporated herein by reference.
4.B Business overview
The information set forth under the headings:
• “Business review” on page 2;
• “Financial Review — Line of business results” on page 14; and
• “Additional information for shareholders — Cautionary statement regarding forward-looking statements” on page 99
of the Annual Report 2009 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 98 of the Annual Report 2009 is incorporated herein by reference.
4.D Property, plants and equipment
The information set forth under the heading “Business review — Our property portfolio” on page 11 of the Annual Report 2009 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, 2009.
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS
5.A Operating results
The information set forth under the headings:
| | • | | “Financial review” on page 13; |
2
| | • | | “Consolidated financial statements — Accounting policies” on page 30 (except the last paragraph of (i) Basis of preparation of the financial statements on page 30); and |
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| | • | | “Additional information for shareholders — Cautionary statement regarding forward-looking statements” on page 99 |
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| | of the Annual Report 2009 is incorporated herein by reference. |
5.B Liquidity and Capital Resources
The information set forth under the headings:
| | • | | “Financial review” on page 13; |
| |
| | • | | “Consolidated financial statements — Notes to the consolidated financial statements — Loans and other borrowings” on page 57; |
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| | • | | “Consolidated financial statements — Notes to the consolidated financial statements — Financial commitments and contingent liabilities” on page 62; |
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| | • | | “Consolidated financial statements — Notes to the consolidated financial statements — Financial instruments and risk management” on page 74; and |
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| | • | | “Additional information for shareholders — Cautionary statement regarding forward-looking statements” on page 99 |
| |
| | of the Annual Report 2009 is incorporated herein by reference. |
5.C Research and development, patents and licenses
The information set forth under the heading “Business review — Our global research and development capabilities” on page 8 of the Annual Report 2009 is incorporated herein by reference.
5.D Trend information
The information set forth under the headings “Financial review” on page 13 and “Additional information for shareholders — Cautionary statement regarding forward-looking statements” on page 99 of the Annual Report 2009 is incorporated herein by reference.
5.E Off-balance sheet arrangements
The information set forth under the heading “Financial review — Capital management — Off-balance sheet arrangements” on page 21 of the Annual Report 2009 is incorporated herein by reference.
5.F Tabular disclosure of contractual obligations
The information set forth under the heading “Financial review — Capital management — Capital resources” on page 20 of the Annual Report 2009 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 2009 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 2009 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 2009 Annual Report which is incorporated into this annual report by reference.
6.D Employees
The information set forth under the headings “Business review — Our resources — Our people” on page 7 and “Consolidated financial statements — Notes to the consolidated financial statements — Employees” on page 70 of the Annual Report 2009 is incorporated herein by reference.
6.E Share ownership
3
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 2009 Annual Report which is incorporated into this annual report by reference.
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 2009 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 62 of the Annual Report 2009 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 11; |
| |
| | • | | “Financial review — Other group items — Dividends” on page 18; |
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| | • | | “Consolidated financial statements — Notes to the consolidated financial statements — Financial commitments and contingent liabilities” on page 62; and |
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| | • | | “Additional information for shareholders — Memorandum and Articles of Association — Articles — Dividends” on page 102 |
| |
| of the Annual Report 2009 is incorporated herein by reference. |
8.B Significant changes
The information set forth under the heading “Financial review — Capital management — Capital resources” on page 20 of the Annual Report 2009 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
4
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 102 of the Annual Report 2009 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 2009 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 103 of the Annual Report 2009 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 103 of the Annual Report 2009 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 management” on page 21; |
| |
| | • | | “Consolidated financial statements — Accounting policies — Financial instruments” an page 33; and |
| |
| | • | | “Consolidated financial statements — Notes to the consolidated financial statements — Financial instruments and risk management” on page 74 |
of the Annual Report 2009 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 26 of the Annual Report 2009 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 2009 Annual Report which is incorporated into this annual report by reference.
ITEM 16B.CODE OF ETHICS
5
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 2009 Annual Report which is incorporated into this annual report by reference.
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 74 of the Annual Report 2009 is incorporated herein by reference.
ITEM 16E.PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
Not applicable
ITEM 16.FCHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable
ITEM 16.GCORPORATE GOVERNANCE
Omitted pursuant to General Instruction I of Form 10-K as applied to reports on Form 20-F. See Item 16G of the BT Group plc 2009 Annual Report which is incorporated into this annual report by reference.
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” on page 28; |
| |
| | • | | “Consolidated financial statements — Accounting Policies” on page 30 (except the last paragraph of (i) Basis of preparation of the financial statements on page 30); and |
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| | • | | “Consolidated financial statements — Notes to the consolidated financial statements” on pages 42 to 80 |
| |
| | of the Annual Report 2009 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 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
| | |
| * | | Certain of the information included within Exhibit 15.2, which is provided pursuant to Rule 12b-23(a)(3) of the Securities Exchange Act of 1934, as amended, is incorporated by reference in this Form 20-F, as specified elsewhere in this Form 20-F. With the exception of the items and pages so specified, the Annual Report and Form 20-F is not deemed to be filed as part of this Form 20-F. |
6
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.
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| | | BRITISH TELECOMMUNICATIONS plc | | |
| | | | | | | |
| | | By: | | /s/ Tony Chanmugam
| | |
| | |
| | |
| | | Name: Tony Chanmugam | | |
| | | Title: Principal Financial Officer | | |
| | | | | | | |
| Date: May 27, 2009 | | | | | | |
