20-F

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

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended 31 March 2010

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: 1-08819

BT Group plc

(Exact name of Registrant as specified in its charter)

Not Applicable	England and Wales
(Translation of Registrant’s name into	(Jurisdiction of incorporation or
English)	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:

Title of each class:	Name of each exchange on which registered:
American Depositary Shares	New York Stock Exchange
Ordinary shares of 5p each	New York Stock Exchange*

* Not for trading, but only in connection with the registration of American Depositary Shares representing these shares, pursuant to the requirements of the Securities and Exchange Commission.

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: None

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:

8,151,227,029 Ordinary Shares, of 5p each

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes þ     No o

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 o     No þ

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 þ     No o

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).

Not Applicable Yes o     No o

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 þ Accelerated filer o Non-accelerated filer o

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
	as issued by the International
U.S. GAAP o	Accounting Standards Board þ	Other o

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 o      Item 18 o

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 o     No þ

(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 o     No o

Not Applicable

All references in this Form 20-F to “us”, “we” or “the Company”, are to BT Group plc.

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

The information set forth under the headings:

• “Financial summary” on page 2;

• “Selected financial data” on page 151; and

• “Information for shareholders — Exchange rates” on page 160

of the Annual Report & Form 20-F 2010 as sent to shareholders and included as Exhibit 15.2 to this Form 20-F (“Annual Report 2010”) is incorporated herein 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 “Our risks” on page 36 of the Annual Report 2010 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:

• “Our business and strategy — Who we are” on page 11;

• “Our business and strategy — What we do” on page 11;

• “Our markets and customers — How we are structured” on page 16;

• “Information for shareholders — Background” on page 157;

• “Other information — Acquisitions and disposals” on page 40;

• “Financial review — Liquidity — Capital expenditure” on page 51; and

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• “Financial review — Liquidity — Acquisitions and disposals” on page 52

of the Annual Report 2010 is incorporated herein by reference.

4.B Business overview

The information set forth under the headings:

• “Our business and strategy” on page 11;

• “Our markets and customers” on page 15;

• “Our resources” on page 18;

• “Our lines of business” on page 22;

• “Our corporate responsibility” on page 34;

• “Consolidated financial statements — Notes to the consolidated financial statements — Segment information” on page 101;

• “Operational statistics” on page 154; and

• “Information for shareholders — Cautionary statement regarding forward-looking statements” on page 156

of the Annual Report 2010 is incorporated herein by reference.

4.C Organizational structure

The information set forth under the headings:

• “Our business and strategy — How we are structured” on page 16; and

• “Subsidiary undertakings and associate” on page 149

of the Annual Report 2010 is incorporated herein by reference.

4.D Property, plants and equipment

The information set forth under the headings:

• “Our resources — Property portfolio” on page 21;

• “Consolidated financial statements — Notes to the consolidated financial statements — Property, plant and equipment” on page 114; and

• “Financial statistics” on page 153

of the Annual Report 2010 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, 2010.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

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5.A Operating results

The information set forth under the headings:

• “Our business and strategy” on page 11;

• “Our lines of business” on page 22;

• “Financial review” on page 41; and

• “Information for shareholders — Cautionary statement regarding forward-looking statements” on page 156

of the Annual Report 2010 is incorporated herein by reference.

5.B Liquidity and capital resources

The information set forth under the headings:

• “Financial review” on page 41;

• “Information for shareholders — Cautionary statement regarding forward-looking statements” on page 156;

• “Consolidated financial statements — Notes to the consolidated financial statements — Loans and other borrowings” on page 119;

• “Consolidated financial statements — Notes to the consolidated financial statements — Financial commitments and contingent liabilities” on page 125; and

• “Consolidated financial statements — Notes to the consolidated financial statements — Financial instruments and risk management” on page 137

of the Annual Report 2010 is incorporated herein by reference.

5.C Research and development, patents and licenses

The information set forth under the headings:

• “Our resources — Global research capability” on page 20; and

• “Financial statistics” on page 153

of the Annual Report 2010 is incorporated herein by reference.

5.D Trend information

The information set forth under the headings:

• “Financial review” on page 41;

• “Quarterly analysis of revenue and profit” on page 150;

• “Selected financial data” on page 151; and

• “Information for shareholders — Cautionary statement regarding forward-looking statements” on page 156

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of the Annual Report 2010 is incorporated herein by reference.

5.E Off-balance sheet arrangements

          The information set forth under the heading “Financial review — Funding and capital management — Off-balance sheet arrangements” on page 54 of the Annual Report 2010 is incorporated herein by reference.

5.F Tabular disclosure of contractual obligations

          The information set forth under the heading “Financial review — Funding and capital management — Contractual obligations and commitments” on page 54 of the Annual Report 2010 is incorporated herein by reference.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

6.A Directors and senior management

          The information set forth under the heading “Board of Directors and Operating Committee” on page 58 of the Annual Report 2010 is incorporated herein by reference.

6.B Compensation

The information set forth under the headings:

• “Report on directors’ remuneration” on page 66;

• “Consolidated financial statements — Notes to the consolidated financial statements — Retirement benefit plans” on page 127; and

• “Consolidated financial statements — Notes to the consolidated financial statements — Share-based payments” on page 132

of the Annual Report 2010 is incorporated herein by reference.

6.C Board practices

The information set forth under the headings:

• “Board of Directors and Operating Committee” on page 58;

• “The Board” on page 60; and

• “Report on directors’ remuneration” on page 66

of the Annual Report 2010 is incorporated herein by reference.

6.D Employees

The information set forth under the headings:

• “Our resources” on page 18;

• “Financial review — Financial results” on page 43;

• “Consolidated financial statements — Notes to the consolidated financial statements — Employees” on page 105; and

• “Operational statistics” on page 154

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of the Annual Report 2010 is incorporated herein by reference.

6.E Share ownership

The information set forth under the headings:

• “Report on directors’ remuneration” on page 66; and

• “Consolidated financial statements — Notes to the consolidated financial statements — Share-based payments” on page 132

of the Annual Report 2010 is incorporated herein by reference.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A Major shareholders

The information set forth under the headings:

• “Shareholders and Annual General Meeting — Substantial shareholdings” on page 82; and

• “Information for shareholders — Analysis of shareholdings at 31 March 2010” on page 158

of the Annual Report 2010 is incorporated herein by reference.

7.B Related party transactions

The information set forth under the headings:

• “Directors’ information — Interest of management in certain transactions” on page 78;

• “Report on directors’ remuneration” on page 66; and

• “Consolidated financial statements — Notes to the consolidated financial statements — Related party transactions” on page 124

of the Annual Report 2010 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:

• “Other information — Legal proceedings” on page 39;

• “Financial review — Financial results — Dividends” on page 47;

• “Consolidated financial statements — Notes to the consolidated financial statements — Financial commitments and contingent liabilities” on page 125;

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• “Information for shareholders — Dividends” on page 158; and

• “Information for shareholders —Articles of Association (“Articles”) — Dividends” on page 161

of the Annual Report 2010 is incorporated herein by reference.

8.B Significant changes

          The information set forth under the heading “Financial review — Funding and capital management — Going concern” on page 54 of the Annual Report 2010 is incorporated herein by reference.

ITEM 9. THE OFFER AND LISTING

9.A Offer and listing details

          The information set forth under the heading “Information for shareholders — Stock exchange listings — Share and ADS prices” on page 157 of the Annual Report 2010 is incorporated herein by reference.

9.B Plan of distribution

Not applicable

9.C Markets

          The information set forth under the heading “Information for shareholders — Stock exchange listings” on page 157 of the Annual Report 2010 is incorporated herein by reference.

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 “Information for shareholders — Articles of Association (“Articles”)” on page 161 of the Annual Report 2010 is incorporated herein by reference.

10.C Material contracts

          The information set forth under the heading “Information for shareholders — Material contracts” on page 164 of the Annual Report 2010 is incorporated herein by reference.

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10.D Exchange controls

          The information set forth under the heading “Information for shareholders — Limitations affecting security holders” on page 166 of the Annual Report 2010 is incorporated herein by reference.

10.E Taxation

          The information set forth under the heading “Information for shareholders — Taxation (US Holders)” on page 164 of the Annual Report 2010 is incorporated herein by reference.

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 “Information for shareholders — Documents on display” on page 166 of the Annual Report 2010 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:

•	“Consolidated financial statements — Accounting policies — Financial instruments” on page 91; and
•	“Consolidated financial statements — Notes to the consolidated financial statements — Financial instruments and risk management” on page 137
of the Annual Report 2010 is incorporated herein by reference.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12.D American Depositary Shares

During the 2009/10 financial year, the Company received payments from the Depositary of USD561,047, which included the annual NYSE listing fee, investor relations expenses and other costs relating to the ADR program.

The Depositary also waived fees of USD215,000 for administering the ADR program.

The following table sets out the fees charged to ADR holders:

Category
(as defined by SEC)	Depositary Actions	Associated Fee
(a) Depositing or substituting the underlying shares	Each person to whom ADRs are issued against deposits of Shares, including deposits and issuances in respect of: •     Share distributions, stock split, rights, merger •     Exchange of securities or any other transaction or event or other distribution affecting the ADSs or the Deposited Securities	USD 5.00 for each 100 ADSs (or portion thereof) evidenced by the new ADRs delivered
(b) Receiving or distributing dividends	Distribution of dividends	USD 0.02 or less per ADS
(c) Selling or exercising rights	Distribution or sale of securities, the fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities	USD 5.00 for each 100 ADSs (or portion thereof)
(d) Withdrawing an underlying security	Acceptance of ADRs surrendered for withdrawal of deposited securities	USD 5.00 for each 100 ADSs (or portion thereof) evidenced by the ADRs surrendered
(e) Transferring, splitting or grouping receipts	Transfers, combining or grouping of depositary receipts	USD 2.50 per ADS
(f) General depositary services, particularly those charged on an annual basis	•     Other services performed by the depositary in administering the ADRs •     Provide information about the depositary’s right, if any, to collect fees and charges by offsetting them against dividends received and deposited securities	USD 0.02 per ADS (or portion thereof) not more than once each calendar year and payable at the sole discretion of the depositary by billing Holders or by deducting such charge from one or more cash dividends or other cash distributions
(g) Expenses of the depositary	Expenses incurred on behalf of Holders in connection with •     Compliance with foreign exchange control regulations or any law or regulation relating to foreign investment •     The depositary’s or its custodian’s compliance with applicable law, rule or regulation •     Stock transfer or other taxes and other governmental charges •     Cable, telex, facsimile transmission/delivery •     Expenses of the depositary in connection with the conversion of foreign currency into U.S. dollars (which are paid out of such foreign currency) •     Any other charge payable by depositary or its agents	Expenses payable at the sole discretion of the depositary by billing Holders or by deducting charges from one or more cash dividends or other cash distributions.

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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 headings:

• “Business policies — US Sarbanes-Oxley Act of 2002” on page 81;

• “Business policies — Disclosure controls and procedures” on page 81; and

• “Business policies — Internal control over financial reporting” on page 81

of the Annual Report 2010 is incorporated herein by reference.

ITEM 16.A AUDIT COMMITTEE FINANCIAL EXPERT

          The information set forth under the heading “Business policies — US Sarbanes-Oxley Act of 2002” on page 81 of the Annual Report 2010 is incorporated herein by reference.

ITEM 16.B CODE OF ETHICS

          The information set forth under the heading “Business policies — US Sarbanes-Oxley Act of 2002” on page 81 of the Annual Report 2010 is incorporated herein by reference.

ITEM 16.C PRINCIPAL ACCOUNTANTS’ FEES AND SERVICES

          The information set forth under the headings:

• “Consolidated financial statements — Notes to the consolidated financial statements — Audit and non-audit services” on page 136; and

• “Report of the Audit Committee” on page 62

of the Annual Report 2010 is incorporated herein by reference.

ITEM 16.E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable

ITEM 16.F CHANGE IN REGISTRANT’S REPORTING ACCOUNTANT

Not applicable

ITEM 16.G CORPORATE GOVERNANCE

          The information set forth under the heading “The Board — New York Stock Exchange” on page 61 of the Annual Report 2010 is incorporated herein by reference.

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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 86; and

• “Consolidated financial statements” on page 87

of the Annual Report 2010 is incorporated herein by reference.

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ITEM 19. EXHIBITS

The following exhibits are filed as part of this annual report:

1.1		Articles of Association of the Company adopted at the 2009 AGM on July 15, 2009, effective October 1, 2009
4.1		Letter of extension of appointment of Clay Brendish, dated August 1, 2008, incorporated by reference to Exhibit 4.8 to the Company’s Annual Report on Form 20-F dated May 27, 2009
4.2		Service contract appointing Anthony Chanmugam as Group Finance Director, dated December 1, 2008, incorporated by reference to Exhibit 4.9 to the Company’s Annual Report on Form 20-F dated May 27, 2009
4.3		Letter of extension of appointment of Matti Alahuhta, dated January 19, 2009, incorporated by reference to Exhibit 4.10 to the Company’s Annual Report on Form 20-F dated May 27, 2009
4.4		Letter of extension of appointment of Phil Hodkinson, dated January 14, 2009, incorporated by reference to Exhibit 4.11 to the Company’s Annual Report on Form 20-F dated May 27, 2009
4.5		Letter of appointment of Tony Ball as a non-executive director, dated June 16, 2009
7.1		Table of Financial ratios
8.1		Significant subsidiaries as of March 31, 2010, see “Subsidiary undertakings and associate” on page 149 of the Company’s Annual Report & Form 20-F included as Exhibit 15.2
12.1		Section 302 certification of Chief Executive
12.2		Section 302 certification of Group Finance Director
13.1		Section 906 certification
15.1		Consent of PricewaterhouseCoopers LLP, independent auditors of BT Group plc
15.2	*	Annual Report & Form 20-F 2010.

* 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 & Form 20-F is not deemed to be filed as part of this Form 20-F.

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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.

BT Group plc
/s/ Tony Chanmugam
Name:	Tony Chanmugam
Title:	Group Finance Director

Date: May 26, 2010

EX-1.1

Exhibit 1.1

BT Group

Articles of Association of BT Group plc

October 2009

Contents

Certificate of Incorporation on Change of Name and Re-Registration as a public company	3
Certificate of Incorporation	5
Contents of the Articles of Association	7
Articles of Association	9
Explanation of Terms	65
Index	73
Resolutions of BT Group shareholders	77

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2

Certificate of Incorporation
on Change of Name and
Re-Registration of a Private
Company as a Public Company

Company No. 4190816

The Registrar of Companies for England and Wales
hereby certifies that

Newgate Telecommunications Limited
formerly registered as a private company having changed
its name and having this day been re-registered under the
Companies Act 1985 as a public limited company is now
incorporated under the name of

BT Group plc

and that the company is limited.

Given at Companies House, London, the 11th September 2001.

A SHAH
For the Registrar of Companies.

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4

Certificate of Incorporation
of a Private Limited Company

Company No. 4190816

The Registrar of Companies for England and Wales
hereby certifies that

Newgate Telecommunications Limited

is this day incorporated under the Companies Act 1985
as a private company and that the company is limited.

Given at Companies House, London, the 30th March 2001.

JENNIFER KING
For the Registrar of Companies.

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Contents of the
Articles of Association

Article No(s)	Subject	Page No(s)
1	Preliminary Article		9
2-3	General Meetings		9
4-5	Notice of General Meetings		9
6-11	Proceedings at General Meetings		11
12-16	Voting at General Meetings		14
17-21	Shareholders’ Voting Rights		15
22-26	Proxies		17
27	Company Representatives		19
28-29	Directors		19
30-34	Appointment and Removal of Directors		20
35-37	Rotation of Directors		21
38	Disqualification of Directors		22
39-42	Remuneration of Directors		22
43-51	Board Meetings		24
52-53	Board Committees		26
54-58	Directors’ Interests		27
59-67	Directors’ Management Powers		31
68-69	Directors’ Borrowing Powers		34
70	Liability		36
71-75	Shares		36
76-79	Changing Share Capital		38
80-82	Share Rights		39
83-84	Share Certificates		41
85-86	Transferring Shares		42
87-91	People Automatically Entitled to Shares by Law		43
92	Shareholders who Cannot be Traced		44
93-101	Dividends		45
102	Scrip Dividends		48
103-111	Communications with shareholders		50
112-113	Auditor		53
114	Secretary		53
115	Seals		54
116-117	Documents		55
118-120	Indemnity, Insurance and Defence expenditure		56
121-123	Reserves		58
124-126	Accounts		59
127	Winding Up		60
128	Interpretation		60

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8

Words defined within a specific article or at the end of the Articles are printed in bold.
After the Articles there is an explanation of terms which explains various words and expressions used in the Articles. These are printed in italics.

Articles of Association
of BT Group plc
Company No. 4190816
(Adopted by a special resolution passed on 15 July 2009 with effect from 1 October 2009)

Preliminary Article

1.	Standard regulations do not apply
	Any regulations made under the legislation containing standard articles of association do not apply to BT.

General Meetings

2.	Annual General Meetings
	Every year BT must hold an Annual General Meeting, in addition to any other General Meetings which are held in the year. The notice calling the meeting must say that the meeting is the Annual General Meeting. BT must hold an Annual General Meeting within six months of BT’s accounting reference date. The Board will decide when and where to hold the Annual General Meeting.
3.	General Meetings
	The Board can decide to call a General Meeting at any time.

Notice of General Meetings

4.	Notice of meetings
4.1.	At least 21 clear days’ written notice must be given for every Annual General Meeting. For every other General Meeting, at least 14 clear days’ written notice must be given.
4.2.	A notice of meeting must state:

• where the meeting is to be held;

• the date and time of the meeting;

• the general nature of any special business to be dealt with at the meeting;

• whether a resolution will be proposed as a special resolution; and

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• that a shareholder who can attend, speak and vote can appoint one or more proxies (who need not be shareholders) to attend, speak and vote for them.

4.3.	Notices of meetings must be given to the shareholders, unless the Articles or the rights of the shares say they are not entitled to receive them from BT. However, the Board can decide that only people who are entered on the Register at the close of business on a particular day are entitled to receive the notice. The Board can choose that day so long as it falls not more than 21 days before the notice is sent. Notice must also be given to the Auditor and the Board.
4.4.	The Board can specify in the notice of meeting a time by which a person must be entered on the Register in order to have the right to attend or vote at the meeting. The time specified must not be more than 48 hours before the time fixed for the meeting.
4.5.	If BT cannot call a General Meeting by sending notices by post or by using electronic means, because the postal system or electronic means of communication in the United Kingdom are generally suspended or restricted, notice of the meeting will be treated as being given to shareholders affected by the suspension or restriction by advertisement in at least two United Kingdom national newspapers. Notice given in this way will be treated as being given to affected shareholders who are entitled to receive it at midday on the day when the last advertisement appears in the newspapers. In any such case, BT must:

• if it is possible, make the notice available on its website from the date of the advertisement until the end of the General Meeting or any adjournment of the meeting; and

• if it becomes generally possible to use the postal system or electronic means again more than 14 days before the meeting send confirmation of the notice by post or electronic means.

5.

Moving or postponing meetings at short notice

If the Board consider that it is impractical, or undesirable, to hold a General Meeting on the date or at the time or place stated in the notice of meeting, they can change the place of, or postpone, the meeting, or do both of these things. Notice of the business of the meeting does not need to be given again. The Board must take reasonable steps to ensure that a shareholder trying to attend the meeting at the original date, time and place is informed of the new arrangements. If a meeting is rearranged in this way, proxy appointments can be made, in the way required by Articles 22 to 25, until 48 hours before the rearranged meeting. The Board can also change the place of, or postpone, the rearranged meeting, or do both, under this Article.

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Proceedings at General Meetings

6.	Chairman of meetings
6.1.	The chairman of the Board will be the chairman at every General Meeting.
6.2.	If BT does not have a chairman, or if the chairman is not present, willing and able to chair the meeting, the deputy chairman will chair the meeting.
6.3.	If BT does not have a chairman or a deputy chairman, or if neither the chairman nor the deputy chairman is present, willing and able to chair the meeting, after waiting 15 minutes from the time that the meeting is due to start, the directors who are present will choose one of the directors to act as chairman. If there is only one director present, that director, if willing, will be chairman. If no director is present and willing, the Secretary, if present and willing, will be chairman.
6.4.	If there is no director or Secretary present, willing and able to chair the meeting, after waiting 15 minutes from the time that the meeting is due to start, the shareholders and proxies who are present and entitled to vote will pass an ordinary resolution to elect a shareholder or proxy to act as chairman.
6.5.	Nothing in the Articles is intended to restrict or exclude any of the powers or rights of a chairman of a meeting which are given by law.
6.6.	The decision of the chairman on points of order, matters of procedure or arising incidentally out of the business of a General Meeting is conclusive, as is the chairman’s decision, acting in good faith, on whether a point or matter is of this nature.
7.	Security and other arrangements at meetings
7.1.	The chairman of a meeting or the Secretary can take any action they consider appropriate:

• for proper and orderly conduct at a General Meeting; or

• so that the meeting reflects the wishes of the majority.

7.2.	The Board can ask shareholders or proxies wanting to attend a General Meeting to submit to searches or other security arrangements which the Board think are appropriate. The Board can, in their discretion, refuse entry to, or remove from, a General Meeting a shareholder or proxy who does not submit to those searches or comply with those security arrangements.
8.	Meeting in different places
8.1.	Subject to the legislation and the rest of the Articles, every shareholder can attend a General Meeting in person or by proxy. Where the General Meeting is to be held at more than one place, a shareholder or proxy prevented from attending at one place can attend and participate at another place.

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8.2. The Board can make arrangements that they, in their discretion, think appropriate to:

• regulate the number of people attending at a place where a General Meeting (or adjournment) is to be held;

• ensure the safety of people attending at that place; or

• enable attendance at that meeting (or adjournment);

and can change those arrangements at any time. The arrangements can include (without limitation) the issue of tickets or the use of a random method of selection.

8.3. In the case of a General Meeting to which these arrangements apply, the Board can, when specifying the place of the meeting:

• direct that the meeting will be held at a place identified in the notice at which the chairman of the meeting will attend (the ‘Main Meeting Place’); and

• make arrangements for simultaneous attendance and participation at other places (whether by electronic means or otherwise) by shareholders and proxies entitled to attend the meeting but excluded from it under this Article or who want to attend at one of the other places.

	The notice of meeting does not have to give details of any arrangements under this Article.
8.4.	Subject to Article 8.1, arrangements for simultaneous attendance can include arrangements for regulating the number of people attending at any other places.
8.5.	In the Articles (unless the context requires otherwise) the shareholders will be treated as meeting in the Main Meeting Place.
8.6.	The Board’s powers and discretions under this Article are delegated to the chairman at a General Meeting.
9.	Quorum
9.1.	Before a General Meeting starts any business, there must be a quorum present. If not, the meeting cannot carry out any business but can choose a person to chair the meeting. The quorum is two people who are entitled to vote. They can be shareholders or proxies or a combination of both.
9.2.	This Article applies if a quorum is not present within 20 minutes after the time fixed for a General Meeting to start or within any longer period which the chairman decides. If the meeting was called by shareholders, it is cancelled. Any other meeting is adjourned to any date, time and place stated in the notice of meeting. If the notice does not provide for this, the meeting is adjourned to a date, time and place decided by the chairman.

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10.	Adjourning meetings
10.1.	The chairman of a meeting can adjourn the meeting, before or after it has started, if the chairman considers that:

• there is not enough room for the number of shareholders and proxies who want to attend the meeting;

• the behaviour of anyone present prevents, or is likely to prevent, the business of the meeting being carried out in an orderly way; or

• an adjournment is necessary for any other reason, so that the business of the meeting can be properly carried out.

	The chairman can adjourn the meeting for any of these reasons to a date, time and place which the chairman decides, or indefinitely. The chairman does not need the consent of the meeting to do this.
10.2.	The chairman of a meeting can adjourn a meeting which has a quorum present if the meeting agrees. The chairman may adjourn the meeting if the meeting directs this. The adjournment can be to a date, time and place which the chairman decides, or indefinitely.
10.3.	If a meeting is adjourned indefinitely, the Board will decide the date, time and place of the adjourned meeting. Meetings can be adjourned more than once.
10.4.	If a meeting is adjourned for 60 days or more, at least seven days’ notice must be given for the adjourned meeting in the same way as was required for the original meeting, including notice of the business to be considered there. If a meeting is adjourned for less than 60 days, there is no need to give notice of the adjourned meeting, or of the business to be considered there.
10.5.	A reconvened meeting can only deal with business that could have been dealt with at the meeting which was adjourned.
11.	Amending resolutions
11.1.	The chairman can propose amendments to an ordinary or special resolution if they are amendments to correct an obvious error in the resolution.
11.2.	No other amendments can be proposed to a special resolution.
11.3.	Amendments to an ordinary resolution which are within the scope of the resolution can be proposed if written notice of the proposed amendment is received at the Registered Office addressed to the Secretary at least three clear business days before the day fixed for the meeting or adjourned meeting.
11.4.	If the chairman, acting in good faith, rules an amendment out of order, an error in that ruling will not affect the validity of a vote on the original resolution.

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Voting at General Meetings

12.	How votes are taken
12.1.	If a resolution is put to the vote at a General Meeting, it will be decided by a show of hands, unless a poll is demanded as soon as, or before, the result of the show of hands is declared by the chairman. A poll can be demanded by:

• the chairman of the meeting;

• at least five shareholders at the meeting who are entitled to vote (or their proxies); or

• one or more shareholders at the meeting who are entitled to vote (or their proxies) and who have, between them, at least 10 per cent of the total votes of all shareholders who have the right to vote at the meeting.

	The chairman of the meeting can also demand a poll before all, some or any of the resolutions are put to the vote on a show of hands.
12.2.	A demand for a poll can be withdrawn if the chairman agrees to this. If a poll is demanded, and this demand is then withdrawn, a declaration by the chairman of the result of a vote by a show of hands on that resolution, which was made before the poll was demanded, will stand.
13.	How polls are taken
13.1.	The chairman of the meeting can decide where, when and how a poll will be taken. The result will be treated as the decision of the meeting where the poll was demanded, even if the poll is taken after the meeting.
13.2.	The chairman can:

• decide that a ballot, electronic voting, voting papers or tickets will be used;

• appoint one or more scrutineers (who need not be shareholders);

• adjourn the meeting to a date, time and place which the chairman decides for the result of the poll to be declared; or

• declare the result of the poll or decide how it should be declared.

13.3.	A shareholder can vote either in person or by proxy on a poll. If a shareholder votes on a poll, they do not have to use all of their votes or cast all their votes in the same way.
14.	Timing of polls
	A poll can be taken either at the meeting or within three months. No notice is required for a poll.
15.	Meetings continue after poll demanded
	A demand for a poll on a particular matter does not stop a meeting from continuing and dealing with other matters. But once all these matters have been dealt with, the meeting is treated as having ended immediately after the poll has been taken, even though the result of the poll is to be worked out and announced later.

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16.	Effect of declaration by chairman
	The following applies when there is a vote on a show of hands and no poll is demanded or a demand for a poll is withdrawn. Any of the following declarations about a resolution by the chairman of the meeting is conclusive proof that it has been:

• passed or not passed; or

• passed with a particular majority.

An entry in respect of this kind of declaration in the minutes of the meeting is also conclusive evidence of that fact. There is no need to prove the number or proportion of votes recorded for or against a resolution.

Shareholders’ Voting Rights

17.	Votes of shareholders
	Where there is a vote on a show of hands, a shareholder present at a meeting in person or by proxy has one vote. Where there is a poll, a shareholder present in person or by proxy has one vote for every share which they hold or represent. This is subject to any special rights or restrictions which are given to a class of shares and to the Articles.
18.	Failure to comply with notice under section 793 of the Companies Act
18.1.	This Article applies if a shareholder, or a person appearing to be interested in shares (within the meaning of Part 22 of the Companies Act) held by that shareholder, has:

• been sent a notice under section 793 of the Companies Act requiring information about interests in shares; and

• failed to supply to BT the required information within 14 days after delivery of that notice.

Then, unless the Board decide otherwise, the shareholder is not entitled to:

• attend or vote either in person or by proxy at a shareholders’ meeting; or

• exercise any other right in relation to shareholders’ meetings as holder of any shares in BT.

These restrictions end seven days after the earlier of the date on which:

• the shareholder complies with the notice to BT’s satisfaction; and

• BT receives written notice that there has been an approved transfer of the shares.

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18.2. A person who obtains shares subject to restrictions under Article 18.1 is subject to the same restrictions, unless the transfer was:

• an approved transfer; or

• made by a shareholder who was not in default in supplying the information required by the notice under Article 18.1.

18.3. In this Article a person is treated as appearing to be interested in any shares if the shareholder holding those shares has been sent a notice under section 793 of the Companies Act and:

• the shareholder has named that person as being so interested; or

• (after taking into account the response of the shareholder to the notice and any other relevant information) the Board knows or reasonably believes that the person in question is or may be interested in the shares.

18.4. In this Article a transfer of shares is an approved transfer if:

• it is a transfer of shares to an offeror under an acceptance of a takeover offer; or

• the Board are satisfied that the transfer is a genuine sale of the whole of the beneficial ownership of the shares to a person who is not connected with the shareholder or with a person appearing to be interested in the shares. This includes such a sale made through the London Stock Exchange or any other stock exchange on which BT’s shares are normally traded.

19.	Votes of joint shareholders
	If more than one joint shareholder votes, the only vote which will count is the vote of the first shareholder listed on the Register for the share. This also applies if the shareholders vote by proxy.
20.	Votes of shareholders who are unable to manage their affairs
	This Article applies where a:

• shareholder is unable to manage their affairs; and

• court which claims jurisdiction to protect people who are unable to manage their affairs has made an order about the shareholder.

	The people appointed by the court to act for the shareholder can vote for the shareholder and exercise other rights at General Meetings. This includes appointing a proxy, voting on a show of hands and voting on a poll. However, it only applies if any evidence which the Board requires of their authority to do these things is delivered to the Registered Office or any other place the Board specify for delivery of proxy forms at least 48 hours before the relevant meeting (or adjourned meeting).
21.	Challenging votes
	An objection to the right of a person to vote must be made at the meeting (or adjourned meeting) at which the vote is cast. If a vote is not disallowed at a meeting, it is valid for all purposes. An objection must be raised with the chairman of the meeting. The chairman’s decision is conclusive.

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Proxies

22.	Appointment of proxies
22.1.	A shareholder is entitled to appoint a proxy or (subject to Article 23) proxies to exercise all or any of the shareholder’s rights to attend, speak and vote at General Meetings.
22.2.	A proxy is appointed by using a proxy form or in any other way, and subject to any terms and conditions, the Board decide. For example, the Board can decide that a proxy can be appointed using electronic means or by means of a website.
22.3.	A proxy need not be a shareholder.
23.	Multiple proxies
	A shareholder can appoint more than one proxy. However, each proxy must be appointed to exercise rights in respect of a different share or shares held by the shareholder.
24.	Form of Proxy
24.1.	A proxy form:

• must be in writing; and

• can be in any form which is commonly used or in any other form the Board approve.

24.2. A proxy form given by:

• an individual must be signed by the individual or an attorney who is authorised to act on behalf of the individual or authenticated in accordance with Article 104; and

• a company must be sealed with the company’s seal or signed by an officer of the company or an attorney who is authorised to act on behalf of the company or authenticated in accordance with Article 104.

	Any signature on or authentication of an appointment need not be witnessed.
25.	Receipt of proxies
25.1.	A proxy form must be received at the place or address stated in the notice of meeting or proxy form or in any invitation contained in an electronic form to appoint a proxy or, if no place or address is stated, at the Registered Office. If the Board decide that a proxy can be appointed in any other way, notice of the appointment must be received as the Board specify.
25.2.	Notices of appointments of proxies must be received at least:

• 48 hours before a meeting or adjourned meeting;

• 24 hours before a poll is taken, if the poll is taken more than 48 hours after it was demanded; or

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• 48 hours before a meeting or adjourned meeting, if the poll is taken within 48 hours after the meeting or adjourned meeting.

	In calculating the periods in this Article, the Board can decide to exclude any part of any day which is not a business day.
25.3.	If a proxy form is signed or authenticated in accordance with Article 104, the power of attorney or other authority relied on to appoint a proxy, or a copy which has been certified by a solicitor or notary, must be registered with BT, together with any proxy form or in any other way that the Board specify, unless this has already been done. These documents must be received by the deadline which applies to notices of appointments of proxies under Article 25.2. The Board may decide to disapply the requirements in this Article 25.3 in relation to a proxy form or the appointment of a proxy made under the second sentence of Article 25.1.
25.4.	In relation to any shares in uncertificated form, the Board can:

• permit a proxy to be appointed by electronic means in the form of an uncertificated proxy instruction;

• permit any supplement to, or amendment or withdrawal of this instruction by a further uncertificated proxy instruction;

• decide the method of determining the time when any uncertificated proxy instruction is to be treated as received by BT; and

• treat any instruction of this kind which appears or claims to be sent on behalf of the shareholder as conclusive evidence that the person sending the instruction is authorised to send it on behalf of that shareholder.

25.5.	If this Article is not complied with, the proxy will not be able to act for the person who appointed them.
25.6.	If a proxy for several meetings has been properly appointed for a meeting or adjourned meeting, the proxy does not need to be appointed again for a later meeting which the appointment covers. A proxy form will be valid for any adjournment of the meeting or meetings to which it relates and for any vote on a show of hands or any poll demanded at that meeting or adjourned meeting.
25.7.	If more than one proxy is appointed in respect of the same share to act at the same meeting, only the last appointment received will be treated as valid (regardless of when it was signed or by what means it was submitted). If BT does not know which is the last appointment, BT can decide which appointment to treat as valid or whether any of them are valid and its decision will be conclusive.
25.8.	A shareholder can attend, vote and speak at a General Meeting or on a poll even if they have appointed a proxy to attend, vote and speak at that meeting or on that poll.

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26.	Termination of proxies
26.1.	A vote cast by a proxy in the way authorised by their appointment and a demand for a poll made by a proxy will be valid even though the shareholder who appointed the proxy has:

• died or is unable to manage their affairs;

• terminated the appointment; or

• terminated the authority of the person who made the appointment.

However, this does not apply if written notice of any of these events has been received in any way specified for the appointment of proxies:

• 48 hours before the meeting or adjourned meeting;

• 24 hours before the poll is taken, if the poll is taken more than 48 hours after it was demanded; or

• 48 hours before a meeting or adjourned meeting, if the poll is taken within 48 hours after the meeting or adjourned meeting.

	In calculating the periods in this Article, the Board can decide to exclude any part of any day which is not a business day.
26.2.	The appointment of a proxy will cease to be valid 12 months after the date the proxy form was signed or authenticated or notice of the appointment was received. However, the appointment is still valid at an adjourned meeting or on a poll demanded at a meeting or adjourned meeting, if the original meeting was first held within the 12 month period.

Company Representatives

27.	Appointment of company representatives
	Subject to the legislation, a company which is a shareholder can, by resolution of its directors or other governing body, authorise a person or several people to act as its representative or representatives at a General Meeting. Each of those people is called a company representative.

Directors

28.	Number of directors
	There must be at least two directors. The shareholders can vary this minimum and/or decide or vary a maximum number of directors by passing an ordinary resolution.
29.	Directors need not be shareholders
	A director need not be a shareholder. A director who is not a shareholder is still entitled to receive notice of and attend and speak at shareholders’ meetings.

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Appointment and Removal of Directors

30.	People who can be directors
	Only the following people can be elected as directors at a General Meeting:

• a director who is retiring at the meeting;

• a person who is recommended by the Board; and

• a person who has been proposed in the following way. A shareholder who is entitled to attend and vote at the meeting (other than the proposed director) must deliver to BT a notice in writing, signed or authenticated in accordance with Article 104 by the shareholder. The notice must state that they intend to propose the person for election and whether the person is proposed as an additional director or to replace a director who is retiring or being removed. This notice must be delivered not less than seven nor more than 42 days before the date of the meeting. The person to be proposed must deliver to BT with the notice a confirmation in writing, signed or authenticated in accordance with Article 104 by the person to be proposed that they are willing to be elected.

31.	Filling vacancies and appointing or electing additional directors
31.1.	The Board can appoint a person as an additional director or as a replacement for another director. A director appointed in this way automatically retires at the first Annual General Meeting after their appointment. At this Annual General Meeting they can be elected by the shareholders as a director.
31.2.	Subject to Article 30, the shareholders can elect a person proposed as an additional director or to replace another director by passing an ordinary resolution.
31.3.	Additional directors can only be appointed or elected under this Article within any maximum number of directors which applies under Article 28 (including any variation of that maximum approved by an ordinary resolution of shareholders).
32.	Removing and electing directors by ordinary resolution
32.1.	The shareholders can pass an ordinary resolution to remove a director, even though the director‘s time in office has not ended. This applies despite anything else in the Articles or in any agreement between BT and the director. Special notice of the resolution must be given to BT as required by the legislation. If a director is removed in this way, it will not affect any claim which the director has for damages for breach of any contract of service.
32.2.	Subject to Article 30, the shareholders can elect a person to replace a director who has been removed in this way by passing an ordinary resolution. A person elected under this Article to replace a director who has been removed retires by rotation under Article 35 when the director replaced would have been due to retire. If no director is elected under this Article, the vacancy can be filled under Article 31.

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33.	Electing two or more directors
	A single resolution for the election of two or more directors is void unless the shareholders approve the putting of the resolution in this form first by a vote taken at the General Meeting with no votes cast against.
34.	Directors can act if there are vacancies
	Even if one or more director(s) has stopped being a director, the remaining director(s) can continue to act. If the number of director(s) falls below the minimum which applies under Article 28 (including any variation of that minimum approved by an ordinary resolution of shareholders), the remaining director(s) can only:

• appoint further director(s) to make up the shortfall; or

• convene a General Meeting.

If no director(s) are willing or able to act under this Article, any two shareholders can call a General Meeting to elect director(s).

Rotation of Directors

35.	Retiring by rotation
	At every Annual General Meeting any director who was elected or last re-elected a director at or before the Annual General Meeting held in the third year before the current year must retire by rotation.
36.	Re-electing directors who retire by rotation
	At the General Meeting at which a director retires by rotation the shareholders can pass an ordinary resolution to re-elect the director or, if Article 30 has been complied with, to elect some other eligible person in the director’s place.
	The retiring director is treated as re-elected unless:

• the meeting expressly resolves not to elect a director to fill the vacancy;

• the director has told BT in writing that the director does not want to be re-elected;

• a resolution to re-elect the director is put to the meeting and lost; or

• any maximum number of directors which applies under Article 28 (including any variation of that maximum approved by an ordinary resolution of shareholders) would be exceeded.

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37.	When a director retires
	A director retiring at a General Meeting retires at the end of that meeting or (if earlier) when a resolution is passed to elect another person in the director’s place or when a resolution to re-elect the director is put to the meeting and lost. Where a retiring director is re-elected (or treated as re-elected under Article 36) the retiring director continues as a director without a break.

Disqualification of Directors

38.	When directors are disqualified
38.1.	A director automatically ceases to be a director if:

• the director ceases to be a director under the legislation or is removed from office under the Articles;

• the director is prohibited from being a director under the legislation;

• the director becomes bankrupt;

• the director makes an arrangement or composition with the director’s creditors or applies for an interim order under section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under that Act;

• the director becomes unable to manage their affairs and a court which claims jurisdiction to protect people who are unable to manage their affairs has made an order detaining the director or appointing a person to manage the director’s property or affairs;

• except where the director’s contract prevents the director resigning, the director:

• delivers to BT a written notice of resignation signed by or on behalf of the director; or

• offers to resign and the Board pass a resolution accepting the offer;

• the director has missed Board meetings for a continuous period of six months, without permission from the Board and the Board pass a resolution removing the director from office; or

• the director‘s contract expires or is terminated for any reason and is not renewed or replaced within 14 days.

38.2. If a director ceases to be a director, the director automatically ceases to be a member of any Board committee or sub-committee.

Remuneration of Directors

39.	Directors’ fees
	The Board can decide on the amount, timing and method of payment of directors’ fees, but the total fees paid to each director, excluding amounts payable under any other Article, must not exceed:

• £65,000 a year (accruing daily), increasing by the percentage increase in the retail prices index (as defined in Section 833(2)

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Income and Corporation Taxes Act 1988) for any 12 month period beginning on 1 April 1999 or an anniversary of that date; or

• any higher sum decided on by an ordinary resolution of shareholders. This resolution can increase the fee paid to all or any directors either permanently or for a particular period.

40.	Directors’ expenses
	The Board can also repay to a director all expenses properly incurred in:

• attending and returning from shareholders’ meetings, Board meetings or Board committee meetings; or

• any other way in connection with BT’s business.

41.	Extra fees
41.1.	The Board can award extra fees to a director who:

• holds an executive position;

• acts as chairman or deputy chairman;

• serves on a Board committee or board at the request of the Board; or

• performs any other services which the Board consider extends beyond the ordinary duties of a director.

41.2.	Extra fees can take the form of salary, commission, profit sharing or other benefits (and can be paid partly in one way and partly in another). They can also include any kind of benefit for the director’s dependants. This is all decided by the Board.
42.	Pensions and other benefits
42.1.	The Board can decide whether to provide:

• pensions;

• annual payments; or

• other allowances or benefits,

to any people including people who are or who were directors of BT. The Board can decide to extend these arrangements to relations or dependants of, or people connected to, these people. The Board can also decide to contribute to a scheme or fund or to pay premiums to a third party for these purposes.

42.2. BT can only provide pensions and other similar benefits to:

• people who are or were directors but who have not been employed by, or held an office or executive position in, BT or its subsidiary undertakings; and

• relations or dependants of, or people connected to, those directors or former directors,

	if the shareholders approve this by passing an ordinary resolution.
42.3.	No director or former director is accountable to BT or the shareholders for a benefit of any kind given in accordance with this Article. The receipt

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of a benefit of any kind given in accordance with this Article does not prevent a person from being or becoming a director of BT.

Board Meetings

43.	Board meetings
	The Board can decide when and where to have meetings, how they are conducted and the quorum. They can also adjourn their meetings.
44.	Notice of Board meetings
44.1.	A meeting can be called by a director or the Secretary. The Secretary must also call a meeting if a director requests this.
44.2.	The Board can decide how notice of Board meetings is to be given and on any terms and conditions (including oral notice). Subject to this, Board meetings are called by delivering a written notice to each director personally or by sending it to their last known address or another address given to BT for this purpose.
44.3.	A director who is out of the United Kingdom is not entitled to be given notice of a Board meeting unless:

• notice of a Board meeting is given in writing; and

• the director has asked the Board in writing to send notices of Board meetings during the director’s absence to the director’s last known address or another address given to BT for this purpose.

	A director can waive notice of a meeting at any time, even if the meeting has already taken place.
45.	Chairman of Board meetings
45.1.	The Board can appoint a director as chairman or deputy chairman for whichever periods the Board decide. If the chairman is at a meeting, the chairman will chair it. In the chairman’s absence, the chair will be taken by the deputy chairman. If there is no chairman or deputy chairman present and willing within five minutes after the time when the meeting is due to start, the chair will be taken by a director nominated by the chairman in writing. If the chairman has not done this, the directors present can choose which one of them will be the chairman of the meeting.

45.2. References in the Articles to “deputy chairman” include, if no one has been appointed with that specific title, a person appointed to a position with another title which the Board designate as equivalent to the position of deputy chairman.

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46.	Quorum
46.1.	If no other quorum is fixed by the Board, two directors form a quorum. A meeting at which a quorum is present can exercise all the powers and discretions of the Board.
46.2.	A director who ceases to be a director at a Board meeting can continue to be present and act as a director and be counted in the quorum until the end of that Board meeting if no other director objects and a quorum of the Board would not otherwise be present.
47.	Voting at Board meetings
	Matters for decision which arise at a Board meeting will be decided by a majority vote. If the votes are equal, the chairman of the meeting has a second, casting vote.
48.	Video conference and telephone meetings
	Any of the directors or members of a committee can take part in a Board meeting or Board committee meeting by way of a:

• video conference or conference telephone or similar equipment designed to allow everybody to take part in the meeting; or

• series of video conferences or telephone calls from the chairman of the meeting.

Taking part in this way will be treated as being present at the meeting. A meeting which takes place by a series of video conferences or telephone calls from the chairman will be treated as taking place where the chairman is. Otherwise meetings will be treated as taking place where the largest group of the participants is or, if there is no such group, where the chairman is, unless the Board decide otherwise.

49.	Minutes of meetings
49.1.	The Board must cause minutes to be made in minute books of the:

• names of the directors present at each Board meeting and Board committee meeting;

• appointments of officers made by the Board; and

• proceedings and resolutions at Board meetings, Board committee meetings and shareholders’ meetings.

49.2.	It is not necessary for the directors present at a Board meeting or Board committee meeting to sign their names in the minute book or other attendance book.
50.	Validity of the Board’s actions
	Everything which is done by a Board meeting, a Board committee meeting or a person acting as a director, will be valid even though it is discovered later that a director or person acting as a director was not properly appointed or elected. This also applies if it is discovered later that a person was disqualified from being a director, had ceased to be a director or was not entitled to vote.

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51.	Written Resolutions
	A directors’ written resolution is adopted when all of the directors entitled to vote on the resolution at a Board meeting have:

• signed one or more copies of it, or

• otherwise indicated their agreement to it in writing.

These copies can be made using electronic means. This kind of resolution is only adopted if the number of directors who have signed it or indicated their agreement to it meet the quorum requirement for Board meetings. Once a directors’ written resolution has been adopted, it will be treated as if it had been a resolution which was passed at a Board meeting.

Board Committees

52.	Delegating powers to committees
52.1.	The Board can delegate any of their powers or discretions to committees of one or more directors or other people. This includes powers or discretions relating to directors’ pay or giving benefits to directors. If the Board have delegated a power or discretion to a committee, any references in the Articles to using that power or discretion include its use by the committee. A committee must comply with any regulations made by the Board. These regulations can require or allow people who are not directors to be co-opted onto the committee and can give voting rights to co-opted members.
52.2.	Unless the Board specifically decide not to allow this, a committee can sub-delegate powers and discretions to sub-committees or other people.
52.3.	References in the Articles to committees include sub-committees permitted under this Article.

53.	Proceedings of committees
53.1.	If a committee includes two or more members, the Articles which regulate Board meetings and their procedure will also apply to committee meetings (if possible), unless these are inconsistent with any regulations for the committee which the Board has made under Article 52.
53.2.	A committee or sub-committee can be called a “board” or “council” or any other name the Board decide.

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Directors’ Interests

54.	Authorising directors’ conflicts of interest
54.1.	For the purposes of section 175 of the Companies Act, the Board can authorise any matter which:

• would or could be a breach of a director’s duty under that section; or

• could result in a breach of a director’s duty under that section.

	This authorisation will avoid a situation arising in which the director has, or could have, a direct or indirect interest that conflicts, or could conflict, with the interests of BT.
54.2.	For authorisation of a matter under this Article to be effective:

• the matter in question must have been proposed in writing for consideration at a Board meeting, in accordance with the Board’s normal procedures or in any other way the Board may decide;

• any quorum requirement at the Board meeting when the matter is considered must be met without counting any Interested Directors; and

• the matter must be agreed without the Interested Directors voting, or would have been agreed if the votes of the Interested Directors had not been counted.

54.3.	Any matter authorised under this Article will include any existing or potential conflict of interest which it is reasonable to expect will arise out of the authorised matter.
54.4.	Any authorisation of a matter under this Article will be subject to any conditions or limitations decided on by the Board. The Board can decide the conditions or limitations at the time authorisation is given, or later on, and can end them at any time. A director must comply with any obligations the Board impose on the director after a matter has been authorised.
54.5.	A director does not have to hand over to BT any benefit which the director receives (or a person connected with the director receives) as a result of anything the Board has authorised under this Article. No contract of the type described in this Article can be cancelled because of any director’s interest or benefit.
55.	Directors may have certain interests
55.1.	Subject to compliance with Article 55.2, a director can have the following interests:

(a)	a director (or a person connected with the director) can be a director, officer or employee of, or have an interest in (including holding shares), any Relevant Company;
(b)	a director (or a person connected with the director) can have an interest in any Relevant Company BT has an interest in or be a party to a contract with that company;
(c)	a director (or a person connected with the director, or any firm the director is a partner, employee or shareholder of) can do

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	professional work for any Relevant Company (other than as an Auditor) whether or not payment is made for the work;
(d)	an interest if it cannot reasonably be regarded as likely to give rise to a conflict of interest;
(e)	an interest if the director is not aware of the interest or of the transaction or arrangement giving rise to the interest (for these purposes the director will be treated as being aware of matters if it is reasonable to expect the director to be aware of them);
(f)	an interest in any matter authorised under Article 54.1; or
(g)	any other interest authorised by ordinary resolution.

	No authorisation under Article 54 (other than under paragraph (f) of this Article) is required for any interests under this Article.
55.2.	The director must declare the nature and extent of any interest allowed under Article 55.1 and not falling within Article 55.3, at a Board meeting or in the manner set out in section 184 or 185 of the Companies Act.
55.3.	A director does not need to declare an interest:

• if it cannot reasonably be regarded as likely to give rise to a conflict of interest;

• if the director is not aware of the interest or of the transaction or arrangement giving rise to the interest (for these purposes the director will be treated as being aware of matters if it is reasonable to expect the director to be aware of them);

• if the interest relates to any matter which has been authorised under Article 54.1;

• if the other directors already know about the interest (and for this purpose the other directors will be treated as knowing about the interest if it is reasonable to expect they know about it); or

• if the interest concerns the terms of the director’s service contract that have been or are to be considered at a Board meeting or at a committee meeting of directors appointed for the purpose under these Articles.

55.4. A director does not have to hand over to BT any benefit which the director (or a person connected with the director) receives:

• from any contract or from any office or employment or from any interest in any Relevant Company; or

• for any payment as referred to in Article 55.1. No contract of the type described in Article 55.1 can be cancelled because of any director’s interest or benefit.

55.5. In this Article each of the following is a Relevant Company:

• BT;

• a subsidiary undertaking of BT;

• any holding company of BT or a subsidiary undertaking of any such holding company;

• any company promoted by BT; or

• any company in which BT is otherwise interested.

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56.	When directors can vote on things in which they are interested
56.1.	Unless this Article says otherwise, and regardless of whether the interest is one which is authorised under Article 54 or allowed under Article 55, a director cannot vote (and if the director does vote, such vote will not be counted) on a resolution about a contract in which the director (or a person connected with the director) is interested.
56.2.	A director cannot be counted in the quorum for a Board meeting in relation to any resolution on which the director is not entitled to vote.
56.3.	If the legislation allows, a director can (unless the director has some other interest as well as an interest allowed by this Article) vote and be counted in the quorum on a resolution concerning a contract:

(a)	in which the director has an interest of which the director is not aware;
(b)	in which the director has an interest which cannot reasonably be regarded as likely to give rise to a conflict of interest;
(c)	in which the director has an interest only because the director is a holder of shares, debentures or other securities of BT, or by reason of any other interest in or through BT;
(d)	which involves the giving of any security, guarantee or indemnity to the director or any other person for:

• money lent or obligations incurred by the director or by any other person at the request of or for the benefit of BT or the benefit of any of its subsidiary undertakings; or

• a debt or other obligation which is owed by BT or any of its subsidiary undertakings to that other person if the director has taken responsibility for all or any part of that debt or obligation by giving a guarantee, security or indemnity;

(e) where BT or any of its subsidiary undertakings is offering any shares, debentures or other securities for subscription or purchase:

• to which the director is or may be entitled to participate as a holder of BT securities; or

• where the director will be involved in the underwriting or sub-underwriting;

(f)	relating to any other company in which the director has an interest, directly or indirectly (including holding a position in that company) or is a shareholder, creditor, employee or otherwise involved in that company. These rights do not apply if the director owns one per cent or more of that company or of the voting rights in that company;
(g)	relating to an arrangement for the benefit of BT employees or former BT employees or any of BT’s subsidiary undertakings which only gives the directors the same benefits that are generally given to the employees or former employees to whom the arrangement relates;
(h)	relating to BT buying or renewing insurance for any liability for the benefit of directors or for the benefit of persons who include directors;
(i)	relating to the giving of indemnities in favour of directors;

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(j) relating to the funding of expenditure by any director or directors:

• on defending criminal, civil or regulatory proceedings or actions against the director or the directors;

• in connection with an application to the court for relief; or

• on defending the director or the directors in any regulatory investigations;

(k)	which enables any director or directors to avoid incurring expenditure as described in paragraph (j); and
(l)	in which the director’s interest, or the interest of directors generally, has been authorised by an ordinary resolution.

56.4.	This Article applies if the Board are considering proposals to appoint two or more directors to positions with BT or any company in which BT has an interest. It also applies if the Board are considering fixing or varying the terms of the appointment. These proposals can be split up to deal with each proposed director separately. If this is done, each proposed director can vote (unless the proposed director is prevented from voting under Article 56.1) and be counted in the quorum for each resolution, except the one concerning that director.
56.5.	If a question comes up at a meeting about whether a director (other than the chairman of the meeting) has a material interest or whether the director can vote or be counted in the quorum, and the director does not agree to abstain from voting on the question or not be counted in the quorum, the question must be referred to the chairman of the meeting. The chairman’s ruling about the director is conclusive, unless the nature or extent of the director’s interests have not been fairly disclosed to the Board. If the question comes up about the chairman of the meeting, the question will be decided by a resolution of the Board. The chairman cannot vote on the question but can be counted in the quorum. The Board’s resolution about the chairman is conclusive, unless the nature or extent of the chairman’s interests have not been disclosed to the Board.
57.	Confidential information
57.1.	Subject to Article 57.2, if a director receives information for which the director owes a duty of confidentiality to a person other than BT, and the director did not receive the information because of their position as a director, the director will not be required to:

• disclose such confidential information to BT or to the Board, or to any director, officer or employee of BT; or

• use or apply such confidential information in any other way in connection with the director’s duties as a director.

57.2.	If a duty of confidentiality arises out of a situation in which the director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of BT, Article 57.1 will apply only if the conflict arises out of a matter which has been authorised under Article 54 or falls within Article 55.
57.3.	This Article does not affect any equitable principle or rule of law which may excuse or release the director from disclosing information, in circumstances where disclosure may otherwise be required under this Article.

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58.	Directors’ interests – general
58.1.	For the purposes of Articles 54 to 58:

• a reference to a contract includes a reference to an existing or proposed contract, transaction or arrangement;

• a director will be treated as owning one per cent or more of a company if the director (together with those persons connected with the director) holds an interest in shares representing one per cent or more of:

• a class of issued equity share capital; or

• the voting rights of that company;

• an interest of a person who is connected with a director will be treated as an interest of the director; and

• section 252 of the Companies Act will determine whether a person is connected with a director.

58.2. Where a director has an interest which it is reasonable to expect will result in a conflict of interest, the director can if asked to do so by the Board take such additional steps that are necessary or desirable to manage the conflict of interest. These steps can include complying with any procedures laid down by the Board to manage conflicts of interest generally, or carrying out any specific procedures approved by the Board for managing the situation or matter in question, including (without limitation) the director:

• being absent from any Board meetings where the relevant situation or matter is to be considered; and

• not being given access to documents or information made available to the Board generally in relation to such situation, or arranging for the documents or information to be reviewed by a professional adviser to determine whether it is appropriate for the director to have access to such documents or information.

58.3. The shareholders can by passing an ordinary resolution ratify any contract not properly authorised by reason of breaching any of the provisions in Articles 54 to 58.

Directors’ Management Powers

59.	Management powers
59.1.	The Board will manage BT’s business. They can use all BT’s powers, except where the legislation or the Articles say that powers can only be used by the shareholders voting to do so at a General Meeting. The general management powers under this Article are not limited in any way by specific powers given to the Board by other Articles.
59.2.	The Board’s management powers are subject to:

• the legislation;

• the Articles; and

• any other requirements which are consistent with the legislation and the Articles and are approved by the shareholders passing an ordinary resolution.

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59.3.	If a change is made to the Articles or the shareholders approve a requirement relating to something which the Board have already done which was within their powers, that change or requirement cannot invalidate the Board’s previous action.
60.	Appointing directors to executive positions
	The Board can appoint one or more directors to any executive position they decide. As far as the legislation allows, they can decide how long these appointments will be for and what their terms will be. They can also vary the terms of or end these appointments. If a director ceases to be a director, the director automatically ceases to hold any executive position in BT. If a director’s appointment is varied or ends because of this Article, this does not prejudice any claim against BT for breach of contract.
61.	Delegation of powers
	The Board can give a director or the Secretary any of the powers which they have jointly as the Board. These powers can be given on any terms and conditions the Board decide either in parallel with, or in place of, the powers of the Board acting together. These powers can include the power to sub-delegate. The Board can change the basis on which these powers are given or withdraw them from the director or Secretary. No person dealing in good faith who does not know about the change or withdrawal will be affected by it.
62.	Power to establish local boards and agencies
62.1.	The Board can set up local boards or agencies to manage, supervise or advise on any of BT’s business in the United Kingdom or elsewhere. The Board can also appoint a person (who need not be a director) to be a:

• member of a local board; or

• manager or agent.

62.2. The Board can:

• decide the remuneration and other benefits of people appointed under this Article;

• delegate any of the Board’s authority, powers or discretions to a:

• local board;

• manager or agent; or

• subsidiary undertaking of BT (whether wholly-owned or not);

• allow local boards, managers or agents, or subsidiary undertakings to delegate to another person;

• allow members of local boards to fill any vacancies on their boards and to continue to act even though there are vacancies;

• remove any people appointed under this Article (including people appointed by another person under this Article); and

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• cancel or change an appointment or delegation made under this Article (including an appointment made by another person under this Article), although this will not affect a person who acts in good faith who has not had notice of the cancellation or change.

62.3.	An appointment or delegation by the Board which is referred to in this Article can be on any terms and conditions the Board decide.
62.4.	In this Article, “local board” means a special or local board, committee or council and includes a regional or area board or a board for a particular part of BT’s business.
63.	Power to appoint agents
63.1.	The Board can appoint a person (including the members of a group which changes over time) as BT’s agent. The agent can either be appointed directly by the Board, or the Board can give another person the power to select an agent. The Board can decide the purposes, powers, authorities and discretions of an agent. But they cannot give an agent a power, authority or discretion which the Board do not have under the Articles.
63.2.	The Board can decide how long an appointment of an agent will last for and they can apply any terms and conditions to it. The appointment can include any provisions which the Board decide for the protection and convenience of a person dealing with the agent. The appointment can also allow the agent to sub-delegate all or any of their powers, authorities or discretions to any other person.
64.	Positions with titles including the word ‘director’
	The Board can appoint a person to a position having a title including the word “director” or give a title including the word “director” to an existing position and can end that appointment or the use of that title. The use of the word “director” in the title of a position does not imply that the holder is a director of BT and the holder does not have the power to act as a director of BT and is not treated as a director of BT for the purposes of the Articles.
65.	Overseas branch registers
	BT can use all the powers that the legislation gives to keep an overseas branch register. The Board can make and change any regulations they decide relating to this register, as long as the legislation allows this.

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66.	Signatures on cheques etc.
	All cheques, promissory notes, drafts, bills of exchange and other instruments (whether negotiable or transferable or not) and all receipts for money paid to BT can be signed, drawn, accepted, endorsed or made effective in any way the Board decide.
67.	Power to provide for the benefit of employees and former employees
	The Board can, by passing a resolution, exercise any powers given by the legislation to provide for the benefit of employees and former employees of BT or any of its subsidiaries in connection with the ending of the business or the transfer to a person of all or any part of the business and assets of BT or that subsidiary.

Directors’ Borrowing Powers

68.	Borrowing powers
	To the extent that the legislation and the Articles allow, the Board can exercise all the powers of BT to:

• borrow money;

• mortgage or charge all or any part of BT’s business, property and assets (present and future);

• issue debentures and other securities; and

• give security either outright or as collateral security, for a debt, liability or obligation of BT or another person.

69.	Borrowing restrictions
69.1.	The Board will limit the borrowings of BT and exercise all voting and other rights or powers of control exercisable by BT in relation to its subsidiary undertakings so as to ensure that the aggregate amount of all borrowings by the Group outstanding at any time is not more than £35,000,000,000. This affects subsidiary undertakings only to the extent the Board can do this by exercising these rights or powers of control. This limit can be exceeded if the consent of shareholders has been given in advance by passing an ordinary resolution. The limit does not include borrowings owing by one member of the Group to another member of the Group.
69.2.	In this Article:

• Group means BT and its subsidiary undertakings; and

• minority proportion means the proportion of the issued equity share capital of a partly-owned subsidiary undertaking which does not belong to the Group.

69.3. In Article 69.1:

• amounts borrowed by a member of the Group for the purpose of repaying (with or without a premium) all or any part of other borrowings owing by another member of the Group which are to be used for this purpose within six months of being borrowed are not to be taken into account pending their use for that purpose;

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• amounts borrowed by a partly-owned subsidiary undertaking which are not owed to another member of the Group are to be taken into account (except that a proportion of the borrowings equal to the minority proportion is to be excluded);

• amounts borrowed by a member of the Group which are owed to a partly-owned subsidiary undertaking are to be taken into account to the extent of a proportion of the borrowings equal to the minority proportion;

• amounts borrowed by a subsidiary undertaking before it became a member of the Group are not to be taken into account until six months after the date it became a member of the Group;

• amounts secured on an asset of a member of the Group before it was acquired by a member of the Group are not to be taken into account until six months after the date of the acquisition;

• amounts beneficially owned by a member of the Group which are deposited with a person who is not a member of the Group and are repayable on, or within three months after, a demand are to be deducted from the borrowings of the Group (except that where the amounts are owned by a partly-owned subsidiary undertaking a proportion of the amount owned equal to the minority proportion is to be excluded from the amount deducted); and

• if the amount of the borrowings is being calculated in connection with a transaction involving a company becoming or ceasing to be a member of the Group, the amount is to be calculated as if the transaction had already occurred.

69.4.

A certificate or report by a person chosen by the Board as to the amount of the borrowings at a particular time will be conclusive evidence of that amount. However, the Board can rely on a genuine estimate of the amount of the borrowings at any time and if as a result the limit stated in Article 69.1 is exceeded, an amount of borrowed money equal to the excess can be disregarded until six months after the date the Board became aware that this situation had or may have arisen, whether because of a decision of the person chosen by the Board or for any other reason.

69.5.

No lender or other person dealing with the Group needs to look at or enquire whether the limit imposed by this Article is being observed. No borrowing incurred or security given in excess of this limit will be invalid or ineffective unless the lender or the recipient of the security had express notice at the time when the borrowing was incurred or security given that the limit had been or would as a result be exceeded.

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Liability

70.	Liability of members
	The liability of each member is limited to the amount (if any) unpaid on the shares held by that member.

Shares

71.	Board’s authority to allot shares and “equity securities” and to sell treasury shares
71.1.	This Article regulates the Board’s authority to allot shares and their power to allot equity securities for cash and to sell treasury shares for cash.
71.2.	For the purposes of section 549 of the Companies Act, the Board are authorised, generally and without conditions, under section 551 of the Companies Act, to allot shares and to grant rights to subscribe for or to convert any security into shares in BT. They are authorised to allot shares and grant rights for any prescribed period. The maximum amount of shares which the Board can allot and rights which the Board can grant in each period is the Section 551 Amount.
71.3.	The Board have the power to allot equity securities under the general authority in Article 71.2, entirely paid for in cash, and to sell treasury shares, entirely paid for in cash, in each case free of the restriction in section 561(1) of the Companies Act. They have the power to allot equity securities and to sell treasury shares for any prescribed period. There is no maximum amount of equity securities or treasury shares which the Board can allot or sell where the allotment or the sale is in connection with a rights issue. In all other cases, the maximum amount of equity securities and treasury shares which the Board can allot or sell is the Section 561 Amount.
71.4.	During each prescribed period, the Board can make offers, and enter into agreements, which would, or might, need shares or equity securities to be allotted or sold, or rights to be granted, after those periods.
71.5.	In this Article:

• rights issue means an offer of equity securities which is open for a period decided by the Board to the people who are registered on a particular date (chosen by the Board) as holders of:

• Ordinary Shares, in proportion to their holdings of Ordinary Shares;

• other classes of equity securities which give them the right to receive the offer or which allow BT to decide whether or not they should receive the offer (and the Board decide that they should receive it).

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However, the Board can do the following things (and the issue will still be treated as a rights issue for the purposes of this Article if they do so):

• sell any fractions of equity securities to which people would be entitled and keep the net proceeds for BT’s benefit or make other appropriate arrangements to deal with such fractions;

• make the rights issue subject to any limits or restrictions which the Board think are necessary or appropriate to deal with legal or practical problems under the laws of any territory, or under the requirements of any recognised regulatory body, or stock exchange, in any territory or as a result of shares being represented by American Depositary Shares or Global Depositary Shares or other instruments;

• treat a shareholder’s holdings of certificated and uncertificated shares as separate shareholdings; or

• deal in a different way with the rights of an Ordinary Shareholder, if that shareholder asks;

• prescribed period means any period fixed by the shareholders by passing a resolution at a General Meeting. These resolutions can take the form of:

• an ordinary resolution fixing a prescribed period under Article 71.2;

• a special resolution fixing a prescribed period under Article 71.3;

• a special resolution fixing identical prescribed periods under Articles 71.2 and 71.3; or

• a special resolution fixing different prescribed periods under Articles 71.2 and 71.3;

• the Section 551 Amount for any prescribed period is that stated in a relevant ordinary resolution passed by the shareholders at a General Meeting;

• the Section 561 Amount for any prescribed period is that stated in a relevant special resolution; and

• in working out any maximum amounts of securities, the face value of rights to subscribe for shares, or to convert any securities into shares, will be taken as the face value of the shares which would be allotted if the subscription or conversion takes place.

72.	Uncertificated shares
72.1.	Subject to the Articles and to the extent that the legislation allows, the Board can decide that a class of shares can:

• be held in uncertificated form and that title to those shares can be transferred using a relevant system; or

• no longer be held and transferred in uncertificated form.

72.2. The Articles do not apply to shares of a class which are held in uncertificated form to the extent that they are inconsistent with the:

• holding of shares of that class in uncertificated form;

• transfer of title to shares of that class using a relevant system; or

• Regulations.

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73.	Renunciations of allotted but unissued shares
	Where a share has been allotted to a person but that person has not yet been entered on the Register, the Board can recognise a transfer (called a renunciation) by that person of their right to the share in favour of some other person. The ability to renounce allotments only applies if the terms on which the share is allotted are consistent with renunciation. The Board can impose terms and conditions regulating renunciation rights and can allow renunciation rights to be securities in uncertificated form in their own right.
74.	Power to pay commission and brokerage
74.1.	BT can use all the powers given by the legislation to pay commission or brokerage to a person who:

• applies, or agrees to apply, for any new shares; or

• gets any other person to apply, or agree to apply for, any new shares.

74.2.	BT can pay the commission in cash, or by allotting shares, or by a combination of both.
75.	No trusts or similar interests recognised
75.1.	BT will only be affected by, or recognise, a current and absolute right to whole shares. The fact that all or any part of a share may not be owned outright by the registered owner is not of concern to BT, for example, if a share is held on any kind of trust. This applies even if BT knows about the ownership of the share.
75.2.	The only exceptions are any rights:

• expressly given by the Articles; or

• which BT has a legal duty to recognise.

Changing Share Capital

76.	Power to reduce capital
	The shareholders can pass a special resolution to reduce in any way:

• BT’s share capital; or

• a capital redemption reserve or share premium account.

This is subject to any restrictions under the legislation.

77.	Power to change capital
	The shareholders can pass ordinary resolutions to do any of the following:

• divide, all or any part of BT’s share capital into shares with a smaller face value than the existing shares; and

• consolidate and divide all or any of BT’s shares into shares with a larger face value than the existing shares.

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This is subject to any restrictions under the legislation.

78.	Fractions of shares
78.1.	If any shares are consolidated or divided, the Board have power to deal with any fractions of shares which result or any other problem that arises. If the Board decide to sell any shares representing fractions, they must sell for the best price they can reasonably obtain and distribute the net proceeds of sale among shareholders in proportion to their fractional entitlements. The Board can sell to a person (including BT, if the legislation allows) and can authorise a person to transfer those shares to the buyer or in accordance with the buyer’s instructions. The buyer does not need to take any action to check how any money paid is used. The buyer’s ownership will not be affected if the sale was irregular or invalid in any way.
78.2.	When the Board consolidate or divide shares, they can treat certificated and uncertificated shares which a shareholder holds as separate shareholdings, as far as the legislation allows this. The Board can also arrange for any shares which result from a consolidation or division and which represent rights to fractions of shares to be entered in the Register as certificated shares where this makes it easier to sell them.
79.	Buying back shares
79.1.	BT can use all the powers given by the legislation to buy back any of its own shares (including redeemable shares).
79.2.	BT has the right to:

• sell any treasury shares;

• transfer any treasury shares for the purposes of, or to benefit, an employees’ share scheme;

• receive an allotment of shares as fully paid bonus shares in respect of any treasury shares; or

• receive any amount payable on redemption of any redeemable treasury shares.

BT cannot exercise any other right in respect of treasury shares BT holds, including any right to attend or vote at meetings, to participate in any offer BT makes to shareholders or to receive any distribution (including in a winding up).

Share Rights

80.	Shares and special rights
80.1.	The provisions in these Articles about allotment, transfer, automatically entitled to a share by law and all other matters relating to shares apply to new shares in the same way as if they were existing shares.

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80.2.	BT can issue new shares and attach any rights and restrictions to them, as long as this is not restricted by special rights previously given to holders of any existing shares. Subject to this, the rights of new shares can take priority over the rights of existing shares, or existing shares can take priority over them, or the new shares and the existing shares can rank equally. These rights and restrictions can apply to sharing in BT’s profits or assets. Other rights and restrictions can also apply, for example relating to the right to vote.
80.3.	The shareholders can decide on the rights and restrictions to be attached to new shares by passing an ordinary resolution. The Board can also take these decisions if the shareholders have not passed a resolution which covers the point.
80.4.	If the legislation allows this, the new shares can include rights for the holder and/or BT to have them redeemed and the Board can decide the terms, conditions and manner of redemption of the shares.
81.	Changing special rights of shares
81.1.	If BT’s share capital is split into different classes of share, and if the legislation allows this, the special rights which are attached to any of these classes can be varied or withdrawn if the shareholders approve this by passing a special resolution. This must be passed at a separate meeting of the holders of the relevant class of shares. This is called a class meeting. Alternatively, the holders of at least 75 per cent of the existing shares of the class (by face value) can give their written consent.
81.2.	All the Articles relating to General Meetings apply, with any necessary changes, to a class meeting, but with the following adjustments:

• at least two people who hold (or who act as proxies for people who hold) at least one third of the total face value of the existing shares of the class are a quorum at a class meeting. However, if this quorum is not present at an adjourned meeting, one person who holds shares of the class, or their proxy, is a quorum;

• a shareholder who is present in person or by proxy can demand a poll; and

• on a poll, the holders of shares will have one vote for every share of the class which they hold.

	This is subject to any special rights or restrictions which are attached to a class of shares by the Articles, or any rights attached to shares in some other way under the Articles.
81.3.	This Article also applies if special rights of shares forming part of a class are varied or withdrawn. Each part of the class which is being treated differently is viewed as a separate class in applying this Article.

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82.	More about special rights of shares
	Unless the terms of the existing shares say something different, the special rights of existing shares are not regarded as varied or withdrawn if:

• new shares are created, or issued, which rank equally with or after any existing shares in payment of dividends or sharing in profits or assets of BT; or

• BT buys back or redeems its own shares.

Share Certificates

83.	Certificates
83.1.	When a shareholder is first registered as the holder of any class of certificated shares, that shareholder is entitled, free of charge, to one certificate for all the certificated shares of that class which the shareholder holds. If a shareholder holds certificated shares of more than one class, that shareholder is entitled to a separate share certificate for each class. This does not apply if the legislation allows BT not to issue share certificates.
83.2.	If a shareholder receives more certificated shares of any class, that shareholder is entitled, free of charge, to a certificate for the extra shares.
83.3.	If a shareholder transfers some of the shares covered by a certificate, that shareholder is entitled, free of charge, to a new certificate for the balance if the balance is also covered by a certificate.
83.4.	BT does not have to issue more than one certificate for a certificated share, even if that share is held jointly.
83.5.	When BT delivers a certificate to the first named joint holder of certificated shares, this is treated as delivery to all of the joint shareholders.
83.6.	BT can deliver a certificate to a broker or agent who is acting for a person who is buying certificated shares or who is having certificated shares transferred to them.
83.7.	The Board can decide how share certificates are made effective. For example, they can be:

• signed by two directors or one director and the Secretary;

• sealed with the Seal; or

• printed, in any way, with a copy or representation of those signatures or the Seal. The representation can be made or produced mechanically, electronically or in any other way the Board approve.

83.8. A share certificate must state the number and class of shares to which it relates and the amount paid up on those shares. It cannot be for shares of more than one class.

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83.9. The time limit for BT to provide a share certificate under this Article for certificated shares is:

• two months after the allotment of a new share (or any longer period provided by its terms of issue); or

• five business days after a transfer of shares is presented for registration or the instruction from the operator of the relevant system is received.

84.	Replacement certificates
84.1.	A shareholder can ask BT to cancel and replace a single share certificate with two or more certificates, for the same total number of shares. The Board can require the shareholder to pay for the new certificates.
84.2.	A shareholder can ask BT for a new certificate if the original is:

• worn out, damaged or defaced; or

• lost, stolen or destroyed.

	The Board can require the shareholder to pay BT’s exceptional out of pocket expenses for issuing a new certificate.
84.3.	If a certificate has been worn out, damaged or defaced, BT can require the certificate to be delivered to it before issuing a replacement. If a certificate is lost, stolen or destroyed, BT can require satisfactory evidence, and an indemnity, before issuing a replacement.

Transferring Shares

85.	Share transfers
85.1.	Unless the Articles say otherwise, a shareholder can transfer some or all of their shares to another person.
85.2.	Every transfer of certificated shares must be in writing, and either in the usual standard form, or another form approved by the Board.
85.3.	Every transfer of uncertificated shares must be carried out using a relevant system.
85.4.	The transfer form for certificated shares must be delivered to the Registered Office or any other place the Board decide. The transfer form must have with it:

• the share certificate for the shares to be transferred;

• any other evidence which the Board ask for to prove that the person wanting to make the transfer is entitled to do this; and

• if the transfer form is executed by another person on behalf of the person making the transfer, evidence of the authority of that person to do so.

85.5. However, if a transfer is by a recognised clearing house or its nominee or by a recognised investment exchange, a share certificate is only needed if a certificate has been issued for the shares in question.

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85.6.	A transfer form must be signed, or made effective in some other way, by or on behalf of the person making the transfer.
85.7.	The person making a transfer will be treated as continuing to be the shareholder until the name of the person to whom a share is being transferred is entered on the Register for that share.
86.	More about share transfers
86.1.	If BT registers a transfer, it can keep the transfer form. A transfer form cannot be used to transfer more than one class of shares. Each class needs a separate form.
86.2.	No fee is payable to BT for transferring shares or registering changes relating to the ownership of shares.
86.3.	Transfers cannot be in favour of more than four joint holders.
86.4.	A transfer form must be properly stamped to show payment of any applicable stamp duty.
86.5.	The Board can refuse to register a transfer of an uncertificated share in the circumstances stated in the Regulations.
86.6.	If the Board decide not to register a transfer of a share, they must notify the person to whom that share was to be transferred giving reasons for their decision. This must be done as soon as possible and no later than two months after BT receives the:

• transfer (in the case of a certificated share); or

• instruction from the operator of the relevant system (in the case of an uncertificated share).

People Automatically Entitled to Shares by Law

87.	When shareholders die
87.1.	If a shareholder who is a joint shareholder dies, the remaining joint shareholder or shareholders will be the only people who BT will recognise as being entitled to their shares.
87.2.	When a sole shareholder (or a shareholder who is the last survivor of joint shareholders) dies, their legal personal representatives will be the only people who BT will recognise as being entitled to their shares.
88.	Registering personal representatives
	A person who becomes automatically entitled to a share by law can either be registered as the shareholder or can select some other person to have the share transferred to. The automatically entitled person must provide any evidence of their entitlement which the Board reasonably require.

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89.	People who want to be registered must give notice
	If a person who is automatically entitled to a share by law wants to be registered as a shareholder, they must deliver a written notice to BT saying that they have made this decision. The notice must be in the form which the Board require. This notice will be treated as a transfer form. All the Articles about registering transfers of shares apply to it. The Board have the same power to refuse to register the automatically entitled person as they would have had in deciding whether to register a transfer by the person who was previously entitled to the shares.
90.	Having another person registered
90.1.	If a person who is automatically entitled to a share by law wants the share to be transferred to another person, they must do this for:

• a certificated share, by signing a transfer form to the person they have selected; and

• an uncertificated share, by using a relevant system.

90.2.	The Board have the same power to refuse to register the person selected as they would have had in deciding whether to register a transfer by the person who was previously entitled to the shares.
91.	Rights of people automatically entitled to shares by law
91.1.	A person who is automatically entitled to a share by law is entitled to any dividends or other money relating to the share, even though they are not registered as the holder of that share, on supplying to BT evidence the Board reasonably require to show their title to the share. However, the Board can send a written notice to the person saying that the person must either be registered as the holder of the share or transfer the share to some other person. If the automatically entitled person does not do this within 90 days of the notice, the Board can withhold all dividends or other money relating to the share until they do.
91.2.	Unless registered as the holder of the share, the person automatically entitled to a share by law cannot:

• receive notices of shareholders’ meetings, or attend or vote at these meetings; or

• exercise any other right of a shareholder in relation to any of these meetings; unless the Board decide to allow this.

Shareholders who Cannot be Traced

92.	Untraced shareholders
92.1.	BT can sell any shares if:

• during the previous 10 years, the shares have been in issue, BT has tried to pay at least three dividends and no dividend has been cashed;

• after this 10 year period, BT gives notice that it intends to sell the shares by advertisement in a United Kingdom national newspaper

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	and a newspaper appearing in the area which includes the address held by BT for delivering notices relating to the shares; and
•	during this 10 year period, and for three months after the last advertisement appears in the newspapers, BT has not heard from the shareholder or a person who is automatically entitled to the shares by law.

92.2.	To sell any shares in this way, the Board can authorise a person to transfer the shares. This transfer will be just as effective as if it had been made by the registered holder of the shares, or by a person who is automatically entitled to the shares by law. The ownership of the person to whom the shares are transferred will not be affected even if the sale is irregular or invalid in any way.
92.3.	The net sale proceeds belong to BT unless and until claimed under this Article, and it must pay these proceeds to the shareholder who could not be traced, or to the person who is automatically entitled to the shares by law, if that shareholder, or that other person, asks for them.
92.4.	BT must record the name of that shareholder, or the person who was automatically entitled to the shares by law, as a creditor for this money in its accounts. The money is not held on trust, and no interest is payable on the money. BT can keep any money which it has earned on the net sale proceeds. BT can use this money for its business or the business of its holding company (if any), or it can invest the money in any way that the Board decide.
92.5.	In the case of uncertificated shares, this Article is subject to any restrictions which apply under the Regulations.

Dividends

93.	Final dividends
	Shareholders can declare dividends by passing an ordinary resolution, but no dividend can exceed the amount recommended by the Board.
94.	Fixed and interim dividends
94.1.	If the Board consider that the profits of BT justify such payments, they can pay:

• interim dividends on any class of shares of any amounts, on any dates and for any periods which they decide; and

• fixed or other dividends on any class of shares on the dates stated for the payment of those dividends.

94.2. If the Board act in good faith, they are not liable to any shareholders for any loss they suffer because a lawful dividend has been paid under this Article on other shares which rank equally with or behind their shares.

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95.	Distributions in kind
	If the Board recommend this, shareholders can pass an ordinary resolution to direct all or any part of a dividend to be paid by distributing specific assets (and in particular paid-up shares or debentures of any other company). The Board must give effect to that resolution. Where a difficulty arises on the distribution, the Board can settle it as they decide. In particular, they can:

• issue fractional certificates;

• value the assets for distribution purposes;

• pay cash of a similar value to adjust the rights of shareholders; and/or

• transfer any assets to trustees.

96.	No dividends are payable except out of profits
	No dividend can be paid except out of profits available for distribution under the legislation.
97.	Payments to shareholders
97.1.	A dividend or other money payable in cash relating to a share can be paid:

• by cheque or warrant payable to the shareholder or person automatically entitled to the shares by law who is entitled to it or to another person named in a written instruction from the shareholder (or all joint shareholders or people jointly and automatically entitled to the shares by law);

• in the case of uncertificated shares, by using a relevant system;

• by bank transfer, electronic means or by means of a website directly to an account named in a written instruction from the shareholder (or all joint shareholders or people jointly and automatically entitled to the shares by law); and/or

• in any other way agreed between the shareholder (or all joint shareholders or people jointly and automatically entitled to the shares by law) and BT.

97.2.	For joint shareholders, or people jointly and automatically entitled to shares by law, BT can rely on a receipt for a dividend or other money paid on shares from any one of them.
97.3.	Cheques and warrants are sent, and payment in any other way is made, at the risk of the people who are entitled to the money. BT is treated as having paid a dividend if a cheque or warrant is cleared or if a payment is made using a relevant system, bank transfer, electronic means or by means of a website. BT will not be responsible for a payment which is lost or delayed.
97.4.	BT can send a cheque or warrant to shareholders who are employees of BT or any of its subsidiary undertakings through BT’s internal post system.
97.5.	Unless the rights attached to any shares, the terms of any shares or the Articles say otherwise, a dividend and any other money payable in

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	respect of a share can be paid in whatever currency the Board decide using an appropriate exchange rate selected by the Board for any currency conversions required. The Board can also decide how any costs relating to the choice of currency will be met.
97.6.	No dividend or other money payable by BT in respect of its shares carries a right to interest from BT, unless the rights of the shares say something different.
98.	Deducting amounts owing from dividends and other money
	If a shareholder owes any money to BT relating in any way to BT shares, the Board can deduct any of this money from any:

• dividend on any shares held by the shareholder; or

• other money payable by BT in respect of the shares.

	Money deducted in this way can be used to pay the amounts owed to BT.
99.	Unclaimed dividends and other money
99.1.	Unclaimed dividends and other money payable in respect of a share can be invested or otherwise used by the Board for the benefit of BT until they are claimed. The Board can decide to pay the unclaimed dividends and other money into a separate account, but BT will not be a trustee of the money. If a dividend or other money has not been claimed for 10 years after it was declared or became due for payment, it will be forfeited and belong to BT again unless the Board decides otherwise.
99.2.	BT can stop paying dividends if cheques or warrants for two dividends in a row are sent back or not cashed or if payment by any other means has not been able to be made twice in a row through no fault of BT. BT must start paying dividends in the same way again if the shareholder or a person automatically entitled to the shares by law:

• claims those dividends in writing (before they go back to BT under Article 99.1); and

• does not ask BT to start paying dividends in some other way.

100.	Waiver of dividends
	All or any dividends can be waived by a document which is accepted by BT or on which BT acts. The document must be signed or authenticated in accordance with Article 104 by the shareholder (or the person automatically entitled to the shares by law) and delivered to BT.
101.	Record dates
	A dividend or distribution on, and an allotment or issue of, any shares can be paid or made to the holders of shares shown on the Register at whatever time on whatever day is stated in the resolution declaring the dividend or providing for the distribution, allotment or issue. If no time is stated in the resolution, the close of business applies. This Article applies whether what is being done is the result of a resolution of the Board or a resolution passed at a General Meeting. The date can be before the

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relevant resolution was passed. This Article does not affect the rights between past and present shareholders to payments or other benefits.

Scrip Dividends

102.	Shareholders can be offered the right to receive new shares instead of cash dividends
102.1.	The Board can offer Ordinary Shareholders the right to choose to receive new Ordinary Shares, which are credited as fully paid, instead of some or all of their cash dividend. Before they can do this, the shareholders must have passed an ordinary resolution authorising the Board to make this offer.
102.2.	The ordinary resolution can apply to some or all of a particular dividend or dividends. Alternatively, it can apply to some or all of the dividends which are declared or paid in a specified period. The specified period must not end later than the end of the Annual General Meeting which is held in the fifth year after the ordinary resolution is passed.
102.3.	The Board can offer shareholders the right to request new shares instead of cash for:

• the next dividend; or

• all future dividends (if a share alternative is made available), until they tell BT that they no longer want to receive new shares.

	The Board can also allow shareholders to choose between these alternatives.
102.4.	A shareholder choosing new shares is entitled to Ordinary Shares whose total relevant value is as near as possible to the cash dividend the shareholder would have received (disregarding any tax credit), but not more than it.
	The relevant value of a share is:

• the average value of BT’s Ordinary Shares for the five dealing days starting from, and including, the day when the shares are first quoted ex-dividend (this average value is worked out from the average middle market quotations for BT’s Ordinary Shares on the London Stock Exchange, as published in its Daily Official List); or

• a value worked out in accordance with the ordinary resolution.

	A certificate or report by the Auditor stating the relevant value for a dividend is conclusive evidence of that value.
102.5.	The Board can decide how any costs relating to making new shares available in place of a cash dividend will be met. For example, they can decide that an amount will be deducted from the entitlement of a shareholder under Article 102.4.

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102.6.	After the Board have decided to apply this Article to a dividend, they must give eligible shareholders written notice of their right to choose new shares. This notice should also say how, where and when shareholders must notify BT if they want to receive new shares. Where shareholders have already chosen to receive new shares in place of all future dividends, if new shares are available, BT will not need to notify them of a right to choose new shares.
102.7.	No shareholder will receive a fraction of a share. The Board can decide how to deal with any fractions left over. For example, they can decide that the benefit of fractions belongs to BT or that fractions are ignored or deal with fractions in some other way.
102.8.	The Board can exclude or restrict the right of shareholders to choose new shares or make any other arrangements where they decide that:

• this is necessary or appropriate to deal with legal or practical problems:

• under the laws of any territory;

• under the requirements of any recognised regulatory body, or stock exchange, in any territory; or

• as a result of shares being represented by American Depositary Shares or Global Depositary Shares or other instruments; or

• it would be impractical or unduly onerous to give the right to any shareholder or that for some other reason the right should not be given.

102.9.

If a shareholder chooses to receive new shares, no dividend on the corresponding elected shares will be declared or payable. Instead, new Ordinary Shares will be allotted on the basis stated earlier in this Article. To do this the Board will change into capital a sum equal to the total face value of the new Ordinary Shares to be allotted. They will use this sum to pay up in full the appropriate number of new Ordinary Shares. These will then be allotted and distributed to the holders of the elected shares as stated above. The sum to be changed into capital can be taken from any amount which is part of BT’s reserves (including premiums received when any shares were issued, capital redemption reserves or other undistributable reserves) or which BT is holding as net profits. Article 122 applies to this process, as far as it is consistent with this Article.

102.10.

The new Ordinary Shares rank equally in all respects with the existing fully paid Ordinary Shares at the time the new Ordinary Shares are allotted. They are not entitled to share in the dividend from which they arose and do not allow the holder to choose new shares instead of that dividend.

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102.11. Unless the Board decide otherwise or the Regulations or the rules of a relevant system require otherwise, any new Ordinary Shares which a shareholder has chosen to receive instead of some or all of their cash dividend will be:

• uncertificated shares if the corresponding elected shares were uncertificated shares on the record date for that dividend; and

• certificated shares if the corresponding elected shares were certificated shares on the record date for that dividend.

102.12.	The Board can decide that new shares will not be available in place of any cash dividend. They can decide this at any time before new shares are allotted in place of a dividend, whether this is before or after shareholders have chosen to receive new shares.
102.13.	In this Article, elected shares means the shares in respect of which the shareholder has chosen to receive new shares.

Communications with shareholders

103.	Delivering notices and other documents to shareholders
103.1.	BT can, subject to and in accordance with the Companies Act and these Articles, send or supply all types of notice, document or information to a shareholder:

• by delivering it by hand to the address recorded for the shareholder on the Register or an address specified for the purpose by the intended recipient;

• by sending it by post in an envelope (with postage paid) to the address recorded for the shareholder on the Register; or

• by electronic means (except for share certificates) and/or by making such notices, documents or information (except for share certificates) available on a website.

103.2.	Subject to the provisions of Articles 103 to 111, the Company Communications Provisions govern any provision of the Companies Act or those Articles that authorises or requires notices, documents or information to be sent or supplied by BT to its shareholders or to BT from its shareholders.
104.	Signature or authentication of documents
	Where these Articles require a notice, document or information, including a proxy form, to be signed or authenticated by a shareholder or other person then any notice, document or information sent or supplied in electronic form is sufficiently authenticated in any manner authorised by the Company Communications Provisions or in any other manner approved by the Board. The Board can designate mechanisms for validating any notice or document of this kind, and any document not validated by the use of these mechanisms can be treated by the Board as never having been received by BT or its agent.

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105.	Joint shareholders
105.1.	Anything which needs to be agreed by joint shareholders will be treated as being agreed by all the joint shareholders where it has been agreed by the joint shareholder who is listed first on the Register.
105.2.	When a notice, document or information is authorised or required to be sent or supplied to joint shareholders it must be sent or supplied to the joint shareholder who is listed first on the Register for the share but, subject to the legislation, ignoring a joint shareholder without an address in the United Kingdom under Article 106. A notice, document or information sent in this way is treated as delivered to all the joint shareholders.
105.3.	The provisions of this Article relating to joint shareholders will have effect in place of the Company Communications Provisions.
106.	Shareholders with foreign addresses or on branch registers
106.1.	Subject to the legislation, BT does not have to send notices, documents or information to a shareholder whose address on the Register is outside the United Kingdom if the shareholder has not given BT an address in the United Kingdom where notices, documents or information can be sent.
106.2.	For a shareholder registered on a branch register, notices, documents or information can be posted or despatched in the United Kingdom or in the country where the branch register is kept.
107.	Notices when shareholders have died or are bankrupt or in liquidation
107.1.	This Article applies where a person is registered as a sole or first-named joint shareholder but another person is automatically entitled to their shares by law. The person who proves that they are automatically entitled to the shares by law to the reasonable satisfaction of the Board can give BT an address where notices, documents and information can be sent or supplied. If this is done, subject to Article 91.2, notices, documents and information must be sent to that address. Otherwise, if a notice, document or information is sent or supplied to the shareholder named on the Register in accordance with the Articles, this will be valid even though another person is automatically entitled to their shares by law. This applies even if BT was aware of this. If notices, documents or information are sent in accordance with this Article, there is no need to send them in any other way to any other people involved.
107.2.	The provisions of this Article relating to the death, bankruptcy or liquidation of a shareholder will have effect in place of the Company Communications Provisions.

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108.	When notices are delivered
108.1.	If a notice, document or information is delivered by hand, it is treated as being delivered at the time it is handed to or left for the shareholder.
108.2.	If a notice, document or information is sent or supplied by BT in hard copy form, or in electronic form, but not delivered by electronic means and which is sent by pre-paid post and properly addressed, it is treated as being received by the intended recipient:

• 24 hours after it was posted, if first class post was used; or

• 72 hours after it was posted, if first class post was not used.

	It can be proved conclusively that a notice, document or information was received by post by showing that the notice, document or information was properly addressed, prepaid and posted.
108.3.	If a notice, document or information (other than a share certificate) is sent or supplied by BT by electronic means, it is treated as being received by the intended recipient at the time it was sent. It can be proved conclusively that a notice, document or information was received by electronic means, by showing that the notice, document or information was properly addressed.
108.4.	If a notice, document or information is sent or supplied by BT by means of a website it is treated as being received by the intended recipient when the material was first made available on the website or, if later, when the recipient received (or is treated as having received) notice of the fact that the material was available on the website.
108.5.	The provisions of this Article relating to delivery of notices, documents or information will have effect in place of the Company Communications Provisions.
109.	Undelivered notices
	This Article applies where, on two consecutive occasions, notices, documents or information sent or supplied by post have been returned undelivered. If the shareholder gives BT a new address where notices, documents or information can be sent or supplied, the shareholder is entitled to have notices, documents or information sent or supplied to them at that address. Otherwise, the shareholder is not entitled to receive any notices, documents or information from BT.
110.	If notices are accidentally not sent
110.1.	If a notice, proxy form, other document or information relating to a meeting or other proceeding is accidentally not sent or is not received, the meeting or other proceeding will not be invalid as a result.
110.2.	A shareholder present in person or by proxy at a shareholders’ meeting is treated as having received proper notice of that meeting and, where necessary, of the purpose of that meeting.

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111.	Delivering notices and other documents to BT
111.1.	Shareholders can subject to and in accordance with the Companies Act and these Articles, send or supply a notice, document or information to BT:

• by delivering it by hand to the Registered Office;

• by sending it by post in an envelope (with postage paid) to the Registered Office;

• by electronic means to the address notified by BT in its communications to shareholders for this purpose.

111.2.	If a notice, document or information is delivered by hand, it is treated as being delivered at the time it is left at the Registered Office.
111.3.	If a notice, document or information is sent by post, it is treated as being delivered at the time it is received at the Registered Office.
111.4.	If a notice, document or information is sent by electronic means, it is treated as being delivered at the time it was received.
111.5.	A notice, document or information sent or supplied to BT by electronic means will not be treated as received by BT if it is rejected by computer virus protection arrangements.
111.6.	This Article does not affect any provision of the legislation or the Articles requiring notices or documents to be delivered in a particular way.

Auditor

112.	Attending General Meetings
	The Auditor can attend a General Meeting and can speak there on any business which is relevant to them as Auditor.
113.	Validity of the Auditor’s actions
	As far as the legislation allows, the actions of a person acting as an Auditor are valid in favour of a person dealing with BT in good faith, even if there was some defect in that person’s appointment or that person was at any time not qualified to act as an auditor.

Secretary

114.	Secretary, and deputy and temporary Secretaries
114.1.	The Secretary is appointed by the Board. The Board decide the terms and period of the appointment. The Board can also remove the Secretary. This does not affect any claim for damages against BT for breach of any contract of employment the Secretary may have. The Board can appoint two or more people to be joint Secretaries.

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114.2.

The Board can also appoint one or more people to be deputy Secretaries or one person to be a temporary Secretary. The Board decide their terms and period of employment. The Board can also remove a deputy or temporary Secretary. This does not affect any claim for damages against BT for breach of any contract of employment they may have. Anything which the Articles require or allow to be done by the Secretary can also be done by a deputy or temporary Secretary.

114.3.

Anything which the legislation or the Articles require or allow to be done by or to a director and the Secretary cannot be done by or to one person acting as both a director and the Secretary.

Seals

115.	Seal and Securities Seal
115.1.	The Board are responsible for arranging for the Seal and any Securities Seal to be kept safely. The Seal and any Securities Seal can only be used with the authority of the Board or a committee authorised by the Board. For the purposes of this Article, a committee authorised by the Board can consist solely of people who are not directors.
115.2.	Every document which has the Seal stamped on it must be signed autographically by:

• one director and the Secretary;

• two directors;

• one director in the presence of a witness who confirms the signature of the director, or

• a person who is authorised to do so by the Board either generally or in relation to specific documents or documents of specific descriptions.

	However, the Board can decide that specific documents or documents of specific descriptions can be printed, in any way, with a copy or representation of these signatures. The representation can be made or produced mechanically, electronically or in any other way the Board approve.
115.3.	The Securities Seal can be used only for sealing securities issued by BT and documents creating or evidencing securities issued by BT. Securities and documents which have the Securities Seal stamped on them do not need to be signed.
115.4.	The Board can use all the powers given by the legislation relating to official seals for use abroad.

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Documents

116.	Certifying copies of documents
116.1.	A director or the Secretary has power to decide that any of the following are genuine and to certify copies of or extracts from them as true copies or extracts:

• documents relating to BT’s constitution;

• resolutions passed by the shareholders or a class of shareholders, or by the Board or a Board committee; and

• books, documents, records or accounts which relate to BT’s business.

	The Board can also give this power to other people.
116.2.	A document which appears to be a copy of a resolution or an extract from the minutes of a meeting and which is certified as a true copy or extract as described in Article 116.1 is conclusive evidence for a person who deals with BT on the strength of the document that the:

• resolution has been properly passed; or

• extract is a true and accurate record of the proceedings of a valid meeting.

117.	Destroying documents
117.1.	BT can destroy all:

• transfer forms for shares, documents sent to support a transfer and any other documents which were the basis for making an entry on the Register, six years after the date of registration;

• dividend payment instructions and notifications of a change of address or name, two years after the date these were recorded; and

• cancelled share certificates, one year after the date they were cancelled.

117.2.	A document destroyed by BT in accordance with Article 117.1 is conclusively treated as having been valid and effective in accordance with BT’s records relating to the document. Any action of BT in dealing with the document in accordance with its terms before it was destroyed is conclusively treated as having been properly taken.
117.3.	Articles 117.1 and 117.2 only apply to documents which are destroyed in good faith and if BT has not been informed that keeping the documents is relevant to any claim.
117.4.	If the documents relate to uncertificated shares, BT must also comply with any rules (as defined in the Regulations) which limit its ability to destroy these documents.
117.5.	This Article does not make BT liable if it:

• destroys a document earlier than the time limit stated in Article 117.1;

• does not comply with the conditions in Article 117.3; or

• would not be liable if this Article did not exist.

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117.6. This Article applies whether a document is destroyed or disposed of in some other way.

Indemnity, Insurance and Defence expenditure

118.	Indemnity
118.1.	Subject to, and as far as the legislation and rules made by the UK Listing Authority allow, every director, former director and officer of BT and of each of the Associated Companies of BT will be indemnified by BT out of its own funds against the following:

• any liability incurred by or attaching to the directors or officers in connection with any negligence, default, breach of duty or breach of trust by the directors or officers in relation to BT or any Associated Company of BT other than:

• any liability to BT or any Associated Company; and

• any liability of the kind referred to in section 234(3) of the Companies Act; and

• any other liability incurred by or attaching to the directors or officers:

• in actually or seemingly carrying out their duties;

• in exercising or seemingly exercising their powers; and

• in any other activity connected to their duties, powers or office.

118.2.	Subject to the Companies Act and rules made by the UK Listing Authority, BT may indemnify a director and former director of BT and any Associated Company of BT if the director is the trustee of an occupational pension scheme (within the meaning of section 235(6) of the Companies Act).
118.3.	Where a director or officer is indemnified against any liability in accordance with this Article 118, the indemnity will cover all costs, charges, losses, expenses and liabilities incurred by the directors or officers.
118.4.	In this Article a company is an Associated Company of BT if:

• the company is a subsidiary of BT;

• BT is a subsidiary of the company;

• both BT and the company are subsidiaries of the same company.

119.	Insurance
119.1.	In this Article each of the following is a Relevant Company:

• BT;

• a holding company of BT;

• a body, whether or not incorporated, in which BT or its holding company, or a predecessor of BT or its holding company, has or had an interest, whether direct or indirect; and

• a body, whether or not incorporated, which is in any way allied to or associated with BT, or any subsidiary undertaking of BT or such other body.

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119.2. As far as the legislation allows and without limiting Article 118 in any way, the Board can arrange for BT to purchase and maintain insurance against any liability for or for the benefit of:

• any people who are or were at any time directors or officers of a Relevant Company; or

• any people who are or were at any time a trustee of any pension fund or employees’ share scheme in which employees of any Relevant Company are interested.

This includes insurance against any liability incurred by or attaching to those people through any act or omission:

• in actually or seemingly carrying out their duties;

• in exercising or seemingly exercising their powers; and

• in any other activity connected to their duties, powers or office;

in relation to:

• any Relevant Company;

• any pension fund; or

• any employees’ share scheme;

	and all costs, charges, losses, expenses and liabilities incurred by those people in relation to any act or omission.
120.	Defence expenditure
120.1.	Subject to and as far as the legislation and rules made by the UK Listing Authority allow, BT may:

• provide a director, former director or officer of BT or any Associated Company of BT with funds to meet expenditure incurred or which a director or officer may incur in defending any criminal or civil proceedings in connection with any negligence, default, breach of duty or breach of trust by the director or officer in relation to BT or an Associated Company of BT or in connection with any application for relief under the provisions mentioned in section 205(5) of the Companies Act; and

• do anything to enable any of these directors or officers to avoid incurring that expenditure.

120.2.	The terms set out in section 205(2) of the Companies Act will apply to any provision of funds or other things done under Article 120.1.
120.3.	Subject to and as far as the legislation and rules made by the UK Listing Authority allow, BT may:

• provide a director, former director or officer of BT or any Associated Company of BT with funds to meet expenditure incurred or which a director or officer may incur in defending an investigation by a regulatory authority or against action proposed to be taken by a regulatory authority in connection with any alleged negligence, default, breach of duty or breach of trust by the director or officer in relation to BT or any Associated Company of BT; and

• do anything to enable any of these directors or officers to avoid incurring that expenditure.

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120.4. In this Article a company is an Associated Company of BT if:

• the company is a subsidiary of BT;

• BT is a subsidiary of the company;

• both BT and the company are subsidiaries of the same company.

Reserves

121.	Setting up reserves
	The Board can set aside any profits of BT and hold them in a reserve. The Board can decide to use these sums for any purpose for which the profits of BT can lawfully be used. Pending their use, sums held in a reserve can either be used in the business of BT or invested in any way the Board decide. The Board can divide the reserve into separate funds for special purposes and change the funds into which the reserve is divided. The Board can also carry forward any profits without holding them in a reserve. The Board must comply with the restrictions in the legislation which relate to reserve funds.
122.	Changing reserves into capital
122.1.	If the Board recommend this, shareholders can pass an ordinary resolution to allow the Board to change into capital an amount which:

• is part of BT’s reserves (including premiums received when any shares were issued, capital redemption reserves or other undistributable reserves); or

• BT is holding as net profits.

122.2.	The Board will use the sum which is changed into capital by setting it aside for the Ordinary Shareholders on the Register at the stated time on the day the resolution is passed (or whatever day is stated in the resolution or fixed as stated in the resolution). If no time is stated in the resolution, the close of business applies. The sum set aside must be used to pay up in full shares of BT and to allot such shares and distribute them to shareholders as bonus shares in proportion to their holdings of Ordinary Shares at the time. The shares can be Ordinary Shares or, if the rights of other existing shares allow this, shares of some other class.
122.3.	If a difficulty arises in operating this Article, the Board can resolve it in any way which they decide. For example, they can decide that the benefit of fractions of shares belongs to BT or that fractions are ignored or deal with fractions in some other way.
122.4.	The Board can appoint a person to sign a contract with BT on behalf of those who are entitled to shares under the resolution. Such a contract is binding on all concerned.

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123.	Assets treated as revenue
	If the legislation allows:

• where an asset, business or property is bought by BT as from a past date, the Board can decide that any of the related profits and losses as from that date can be added to BT’s revenue account and treated for all purposes as profits or losses of BT; and

• where any securities are bought by BT with any dividend or interest, the Board can decide that the dividend or interest can be treated as revenue rather than capital.

Accounts

124.	Accounting records
	The Board must make sure that accounting records which comply with the legislation are kept.
125.	Location and inspection of records
125.1.	The accounting records must be kept at:

• the Registered Office; or

• any other place which the legislation allows and the Board decides.

125.2.	BT’s officers always have the right to inspect the accounting records.
125.3.	No other person (including a shareholder) has a right to inspect any accounting records or other books or papers of BT unless the:

• legislation or a Court order gives that person the right;

• Board authorise that person to do so; or

• shareholders pass an ordinary resolution authorising that person to do so.

126.	Sending copies of accounts and other documents
126.1.	This Article applies to BT’s annual accounts and report to be put to the shareholders at a General Meeting and any other documents which the legislation requires to be attached to them.
126.2.	Copies of these documents must be sent to the shareholders and debenture holders and all other people to whom the legislation or the Articles require BT to send them. This must be done at least 21 days before the relevant General Meeting.
126.3.	But BT need not send these documents to:

• shareholders who are sent summary financial statements in accordance with the legislation;

• more than one joint shareholder or debenture holder; or

• a person for whom BT does not have a current address.

Shareholders and debenture holders who are not sent copies can receive a copy free of charge by applying to BT at the Registered Office or an address that the Board has specified for that purpose.

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Winding Up

127.

Distribution in kind

127.1.

If BT is wound up (whether the liquidation is voluntary, under supervision of the Court or by the Court) the liquidator can, with the authority of a special resolution passed by the shareholders, divide among the shareholders all or any part of the assets of BT. This applies whether the assets consist of property of one kind or different kinds. For this purpose, the liquidator can place whatever value the liquidator considers fair on any property and decide how the division is carried out between shareholders or different groups of shareholders. The liquidator can also, with the same authority, transfer any assets to trustees upon any trusts for the benefit of shareholders which the liquidator decides. The liquidation of BT can then be finalised and BT dissolved. No past or present shareholder can be compelled to accept any shares or other property under this Article which could give them a liability.

Interpretation

128.	Meaning of certain words and phrases used in the Articles
128.1.	The following table gives the meaning of certain words and phrases as they are used in the Articles. However, the meaning given in the table does not apply if that is inconsistent with the context in which a word or phrase appears.

Words	Meanings
Articles	BT’s articles of association, including any changes made to them
Auditor	The auditor of BT and, where two or more people are appointed to act jointly, any one of them
Board	All or any of the directors of BT acting as a board
BT	BT Group plc
business day	A day (excluding Saturdays, Sundays and public holidays) on which banks are open for business in the City of London
Companies Act	The Companies Act 2006
company	A corporate body

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Company	The meaning of this term is given in the Companies Act.
Communications Provisions	These provisions have effect for the purposes of anything in the Companies Act or these Articles that authorises or requires notices, documents or information to be sent or supplied by or to BT
electronic form	This is a term used in the Companies Act. It covers a document or information sent or supplied by electronic means or by any other means while in an electronic form (such as by email, text message, fax or sending a disk by post)
existing shares	Shares which are in issue at the relevant time
face value (of a share)	The nominal value of the share
General Meeting	A meeting of shareholders held in accordance with the Articles. This includes any General Meeting which is held as BT’s Annual General Meeting
hard copy form	This is a term used in the Companies Act. It covers documents or information sent or supplied in paper copy or a similar form which can be read
Interested Directors	Directors who have or could have a direct or indirect interest in a matter which conflicts, or could conflict, with the interests of BT
legislation	The Companies Act, the Regulations and all other laws and regulations applying to BT
London Stock Exchange	London Stock Exchange plc or the principal stock exchange in the United Kingdom
month	Calendar month
officer	Includes a director, manager and company secretary but does not include an Auditor
ordinary business	All the following business (if it takes place at an Annual General Meeting):
	• declaring and approving dividends;
	• considering the accounts, reports of the Board and Auditor and any other documents which the legislation requires to be attached to them;
	• electing directors in place of those retiring for any reason (whether by rotation or not); and
	• appointing the Auditor (when special notice of the resolution for the appointment is not required by the legislation) and deciding either the remuneration that the Auditor will be paid or the way in which this remuneration will be decided

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Ordinary Shareholders	Holders of Ordinary Shares
Ordinary Shares	BT’s ordinary shares of 5p each
paid-up (share or other security)	Includes a share or other security which is treated (credited) as paid-up
pay	Includes any kind of reward or payment for services
person or people	Includes companies and unincorporated associations
proxy form	Includes any document (including in an electronic form) which appoints a proxy
recognised clearing house	A clearing house recognised under the Financial Services and Markets Act 2000
recognised investment exchange	An investment exchange recognised under the Financial Services and Markets Act 2000
Register	BT’s register of shareholders
Registered Office	BT’s registered office
Regulations	The Uncertificated Securities Regulations 2001
rights (of a share)	The rights attached to the share when it is issued, or afterwards
Seal	BT’s common seal or Securities Seal
Secretary	A person appointed by the Board to do work as the company secretary, including an assistant (who does not need to be appointed by the Board under Article 114), deputy or temporary company secretary. Where two or more people are appointed to act jointly, it includes any one of them
Securities Seal	An official seal kept by BT under section 50 of the Companies Act
shareholders	Holders of BT’s shares
shareholders’ meeting	A General Meeting of BT or a meeting of a class of holders of BT’s shares
special business	All business at General Meetings except for ordinary business
UK Listing Authority	The Financial Services Authority acting in its capacity as the competent authority for the purposes of the Financial Services and Markets Act 2000

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United Kingdom	Great Britain and Northern Ireland
written or in writing	In writing or any way of representing or copying words legibly so that they are permanent (including anything in electronic form) or partly one form and partly another
year	Calendar year

128.2.	The singular includes the plural, and the other way around.
128.3.	When an Act is referred to, this includes an amendment to the Act (before or after the adoption of these Articles) as well as its inclusion in a later Act. This principle of interpretation also applies to other kinds of legislation, and to any section, paragraph or similar in any legislation.
128.4.	A word which is defined in the legislation means the same in the Articles, unless the Articles define it differently, or the way in which the word is used is inconsistent with the definition in the legislation.
128.5.	Where the legislation or the Articles say that something can be done by passing an ordinary resolution, this can also be done by passing a special resolution.
128.6.	A person who is automatically entitled to a share by law includes a person who is entitled to the share as a result of the death or bankruptcy of a shareholder.
128.7.	Where the Articles refer to certificated shares, this means that ownership of the shares can be transferred using a written transfer document (rather than in accordance with the Regulations) and that a share certificate is usually issued to the owner.
128.8.	Where the Articles refer to clear days the number of days does not include the two days between which the interval is measured. For example, if notice is required to be given a number of clear days before a meeting, neither the date notice is delivered, or treated as being delivered, nor the date of the meeting is taken into account.
128.9.	A debenture includes debenture stock and a debenture holder includes a debenture stockholder.
128.10.	Where the Articles refer to a document being made effective this means being signed, sealed or executed in some other legally valid way.
128.11.	Where the Articles refer to a show of hands, a shareholder may vote in person at a meeting (including by electronic means or any other method which the Board approves).
128.12.	Where the Articles refer to uncertificated shares, this means that ownership of the shares can be transferred in accordance with the Regulations without using a written transfer document and that no share certificate is issued to the owner.

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Explanation of Terms

The aim of this explanation of terms is to help readers understand BT’s Articles. It explains words used in the Articles — the words might mean different things in other documents. This explanation of terms is not legally part of the Articles and it does not affect their meaning. The explanations are intended to be a general guide — they are not precise. Words which are printed in italics have their own heading in the explanation. The Secretary welcomes any suggestions for extra words to include, or improvements. Shareholders can write to the Secretary at BT Centre, 81 Newgate Street, London EC1A 7AJ.

accounting reference date

This is the date on which BT’s financial year ends, which is 31 March.

Act

An Act of Parliament, including the Companies Act, any statute, statutory instrument, order, rule, regulation or directive.

address

This includes any number or address (including in the case of a proxy appointment, an identification number of a participant in the relevant system) used for the purposes of sending or receiving notices, documents or information by electronic means and/or by means of a website.

adjourn

Where a meeting has a break, to be continued at a later time or day, at the same or a different place.

allot

When new shares are set aside for the person they are intended for, they are allotted. This will normally be after the person has agreed to pay for new shares, or has become entitled to new shares for any other reason. As soon as a share is allotted, that person gets the right to have their name put on the register of shareholders. When the person has been registered, the share has also been issued.

asset
Anything which is of any value to its owner.

attorney

An attorney is a person who has been appointed to act for another person. The attorney is appointed by a formal document, called a power of attorney.

automatically entitled to a share by law

In some situations, a person will be entitled to have shares which are registered in somebody else’s name registered in their own name. Or the person can require the shares to be transferred to another person. When a shareholder dies, or the sole survivor of joint shareholders dies, their personal representatives have this right. If a shareholder is made bankrupt, their trustee in bankruptcy has the right.

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beneficial interest or beneficial ownership

The person to whom something really belongs has the beneficial interest in it. This person may not be the registered (or legal) owner of the thing. For example, if a parent holds shares for their child, the child is the beneficial owner, and the parent is the legal owner. See also trustees.

bond

A promise to pay issued by a borrower to a lender.

brokerage

Commission which is paid to a broker by a company issuing shares, where the broker’s clients have applied for shares.

capitalise

To convert some or all of the reserves of a company into capital (such as shares).

capital redemption reserve

A reserve of funds which a company may have to set up to maintain its capital base when shares are redeemed or bought back.

company representative

If a company owns shares, it can appoint a company representative to attend a shareholders’ meeting to act as its representative. BT’s Articles permit a company to appoint several people as its representatives.

consolidate

When shares are consolidated, they are combined with other shares. For example, every three £1 shares might be consolidated into one new £3 share.

debenture

A typical debenture is a type of long-term borrowing by a company. The loan usually has to be repaid at a fixed date in the future, and carries a fixed rate of interest.

declare

Generally, when a dividend is declared, it becomes due to be paid.

divide

When shares are divided they are split into shares which have a smaller face value. For example, a £1 share might be divided into two 50p shares.

electronic means

Any notice, document or information sent or supplied by means of a system where it is in electronic form (such as by email, text message, telephone recording or fax). This is defined in more detail in the Companies Act.

equity securities

In section 560 of the Companies Act, this means:

• ordinary shares of a company except shares which only have a limited right to share in the company’s income or assets, for example, preference shares; or

• securities which can be converted into ordinary shares, or which allow their holder to subscribe for ordinary shares.

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ex-dividend

Once a share has gone ex-dividend, a person who buys the share in the market will not be entitled to the dividend which has been declared shortly before it was bought. The seller remains entitled to this dividend, even though it will be paid after they have sold their share.

executed

A document is executed when it is signed, or sealed or made valid in some other way.

exercise

When a power is exercised, it is put to use.

face value

The face value of one Ordinary Share is 5p. This value is shown on the share certificate for a share, if there is one. When BT issues new shares this can be for a price which is at a premium to the face value. When shares are bought and sold on the stock market this can be different from the face value. The face value is sometimes also called the nominal value or par value.

holding company

A company which controls another company (for example, by owning a majority of its shares) is called the holding company of that other company. The other company is the subsidiary of the holding company.

indemnity

If a person gives another person an indemnity, they promise to make good any losses or damage which the other might suffer in particular circumstances. The person who gives the indemnity is said to indemnify the other person.

in issue
See issue.

instrument
A formal legal document.

issue

When a share has been issued, everything has been done to make the shareholder the owner of the share. In particular, the shareholder’s name has been put on the register of shareholders. Existing shares which have been issued are in issue.

liability
A debt or other financial obligation.

negotiable instrument

A document such as a cheque, which can be freely transferred from one person to another.

nominal value or par value
See face value.

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operator

CRESTCo Limited or any other operator of a relevant system under the Regulations.

ordinary resolution

A decision reached by a simple majority of votes — that is by more than 50 per cent of the votes cast.

personal representative

A person who is entitled to deal with the property (the estate) of a person who has died. If the person who has died left a valid will, the will appoints executors who are person representatives. If the person died without a will, the courts will appoint one or more administrators to be the personal representatives.

poll

A poll vote is usually a card vote but could be an electronic vote, for example, where people present at a meeting press a keypad. On a poll vote, the number of votes which a shareholder has will depend on the number of shares they own. An Ordinary Shareholder has one vote for each share they own. A poll vote is different to a show of hands vote, where each shareholder, proxy or company representative who is entitled to vote has just one vote, however many shares they own or represent.

power of attorney

A formal document which legally appoints one or more people to act on behalf of another person.

premium

If BT issues a new share for more than its face value (for example, because the market value is more than the face value), the amount above the face value is the premium.

proxy

A proxy is a person who is appointed by a shareholder to attend a meeting and vote for that shareholder. A proxy is appointed by using a proxy form or in any other way the Board decide. A proxy does not have to be a shareholder. A proxy can vote on a poll and on a show of hands under BT’s Articles. A proxy can speak at a General Meeting.

proxy form

A form which a shareholder uses to appoint a proxy to attend a meeting and vote for them. BT’s Articles permit this form to be sent by electronic means or a shareholder to appoint a proxy by telephone. The proxy form or appointment must be received by BT at least 48 hours before the meeting to which it relates.

quorum

The minimum number of shareholders or directors who must be present before a meeting can begin. When this number is reached, the meeting is said to be quorate.

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rank or ranking

When either capital or income is distributed to shareholders, it is paid out according to the rank (or ranking) of the shares. For example, a share which ranks before another share in sharing in BT’s income is entitled to have its dividends paid first, before any dividends are paid on shares which rank after it. If there is not enough income to pay dividends on all shares, the available income must be used first to pay dividends on shares which rank first, then on shares which rank next. The same applies for repayments of capital. Capital must be paid first on shares which rank first in sharing in BT’s capital, then on shares which rank next.

recognised clearing house

A clearing house which has been authorised to carry on business by the UK authorities. A clearing house is a central computer system for settling transactions between members of the clearing house.

recognised investment exchange

An investment exchange which has been officially recognised by the UK authorities. An investment exchange is a place where investments, such as shares, are traded. The London Stock Exchange is a recognised investment exchange.

redeem and redemption

When a share is redeemed, it goes back to BT in return for a sum of money (the redemption price) which was fixed before the share was issued. This process is called redemption. A share which can be redeemed is called a redeemable share.

relevant system

This is a term used in the legislation for a computer-based system which allows shares without share certificates to be transferred without using transfer forms. The CREST system for paperless share dealing is a relevant system.

renunciation

Where a share has been allotted, but nobody has been entered on the share register for the share, it can be renounced in favour of another person. This transfers the right to have the share registered to another person. This process is called renunciation.

remainder

The interest in property that is left after another interest in the property ends, such as full title after a life estate (the right to use the property until death). A remainder is different from a reversion which gives title back to the grantor of the property or to the grantor’s descendants.

reserve fund or reserve

A fund which has been set aside in a company’s accounts — profits which are not paid out to shareholders as dividends, or used up in some other way, are held in a reserve fund by the company.

retire by rotation

Each member of the board retires every three years. This gives the shareholders the chance to confirm their appointments by voting on whether to re-elect them.

reversion

The return to the grantor or their heirs of property after all interests in the property given to others have terminated.

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rights issue

A way in which companies raise extra share capital. Usually the existing shareholders will be offered the chance to buy a certain number of new shares, depending on how many they already have. For example, shareholders can be offered the chance to buy one new share from the company for every four they already have.

securities

Financial instruments such as shares, bonds, and debentures.

share premium account

If a new share is issued by BT for more than its face value (because the market value is more than the face value) then the amount above the face value is the premium, and the total of these premiums is held in a reserve fund (which cannot be used to pay dividends) called the share premium account.

show of hands

A shareholder, proxy or company representative raises their hand to vote at a meeting. Each shareholder, proxy or company representative who is entitled to vote has just one vote, no matter how many shares they hold or represent.

special notice

If special notice of a resolution is required by the legislation, the resolution is not valid unless BT has been told about the intention to propose it at least 28 days before the meeting at which it is proposed.

special resolution

A decision reached by a majority of at least 75 per cent of votes cast. Shareholders must be given at least 14 days’ notice of a proposal to consider a special resolution.

special rights

These are the rights of a particular class of shares, as distinct from rights which apply to all shares generally. Examples of special rights are rights to income or assets and voting rights.

subject to

Means that something else has priority, or prevails, or must be taken into account. When a statement is subject to another statement, this means that the first statement must be read with the other statement, which will prevail if there is a conflict.

subscription or subscribe for shares

To agree to take new shares in a company (usually for a cash payment).

subsidiary

A company which is controlled by another company (for example, because the other company owns a majority of its shares) is called a subsidiary of that company. This is defined in more detail in the Companies Act.

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subsidiary undertaking

This is also a term used in the Companies Act. It has a wider definition than subsidiary. Generally speaking it is a company which is controlled by another company because the other company:

• has a majority of the votes in the company, either alone or acting with others;

• is a shareholder who can appoint or remove a majority of the directors; or

• can exercise dominant influence over the company because of anything in the company’s articles or because of a certain kind of contract.

takeover offer

An offer to acquire all the shares, or all the shares of any class, in a company (except shares already held by the person making the offer). The terms of the offer must be the same for all the shares to which the offer relates. This is defined in more detail in the Companies Act.

tenant in common

Where two or more people hold title to property in which each has an ‘undivided interest’ and an equal right to use the property, even if the percentages of interests are not equal. If one of the tenants in common dies, the remaining tenant(s) do not automatically become entitled to the property. Each interest can be separately sold, mortgaged or willed to another.

treasury shares

Shares which are held by a company as treasury shares in accordance with sections 724 to 726 of the Companies Act.

trustee

A person who holds property of any kind for the benefit of one or more other people under a kind of arrangement which the law treats as a trust. The people whose property is held by the trustee are called the beneficial owners.

uncertificated proxy instruction

A properly authenticated instruction sent by means of a relevant system, in line with the rules of the relevant system, to a person acting on BT’s behalf, on terms decided by the Board.

underwrite or underwriter

A person who agrees to buy new shares if they are not bought by other people underwrites the share offer.

unincorporated associations

Associations, partnerships, societies and other bodies which the law does not treat as legal persons separate from their members.

warrant or dividend warrant
Similar to a cheque for a dividend.

wind up

The formal process to put an end to a company. When a company is wound up its assets are distributed. The assets go first to creditors who have supplied property and services and then to shareholders. Shares which rank first in sharing in BT’s assets will receive any funds which are left over before any shares which rank after them.

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72

Index

Subject	Article	Page
Accounts	124-126	59
Appointment and Removal of Directors	30-34	20
Directors can act if there are vacancies	34	21
Electing two or more directors	33	21
Filling vacancies and appointing or electing directors	31	20
People who can be directors	30	20
Removing and electing directors by ordinary resolution	32	20
Auditor	112-113	53
Attending General Meetings	112	53
Validity of the Auditor’s actions	113	53
Board Committees	52-53	26
Board Meetings	43-51	24
Chairman of	45	24
Minutes of meetings	49	25
Notice of	44	24
Quorum	46	25
Validity of Board’s actions	50	25
Video conference and telephone meetings	48	25
Voting at	47	25
Written Resolutions	51	26
Borrowing Powers (of Directors)	68-69	34
Changing Share Capital	76-79	38
Buying back shares	79	39
Fractions of shares	78	39
Power to change capital	77	38
Power to reduce capital	76	38
Communications with shareholders	103-111	50
Company Representatives	27	19
Directors	28-69	19
Appointment and Removal	30-34	20
Borrowing powers and restrictions	68-69	34
Disqualification	38	22
Expenses	40	23
Interests	54-58	27
Management powers	59-67	31
Number of directors	28	19
Pensions	42	23
Remuneration	39-42	22
Rotation	35-37	21
as Shareholders (directors need not be)	29	19

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Dividends	93-102	45
Deducting amounts owing from dividends and	98	47
other money
Distributions in kind	95	46
Final dividends	93	45
Fixed and interim dividends	94	45
No dividends are payable except out of profits	96	46
Payments to shareholders	97	46
Record dates	101	47
Scrip Dividends	102	48
Unclaimed dividends and other money	99	47
Waiver of dividends	100	47
Documents	116-117	55
General Meetings	2-16	9
Adjourning meetings	10	13
Amending resolutions	11	13
Annual	2	9
Chairman of meetings	6	11
General Meetings	3	9
Meeting in different places	8	11
Notice of	4-5	9
Proceedings at	6-11	11
Polls	13-15	14
Quorum	9	12
Security and other arrangements	7	11
Voting at	12-16	14
Indemnity, Insurance and Defence expenditure	118-120	56
Interpretation	128	60
Liability	70	36
Management powers (of directors)	59-67	31
Appointing directors to executive positions	60	32
Delegation of powers	61	32
Management powers	59	31
Overseas branch registers	65	33
Positions with titles including the word “director”	64	33
Power to appoint agents	63	33
Power to establish local boards and agencies	62	32
Power to provide for the benefit of employees and former employees	67	34
Signatures on cheques etc.	66	34
Meetings (see General Meetings)
Notice
of General Meetings	4	9
Moving or postponing at short notice	5	10
People Automatically Entitled to Shares by Law	87-91	43

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Proceedings at General Meetings	6-11	11
Proxies	22-26	17
Quorum:
for General Meetings	9	12
for Board Meetings	46	25
Record dates	101	47
Removal of Directors	32	20
Reserves	121-123	58
Assets treated as revenue	123	59
Changing reserves into capital	122	58
Setting up reserves	121	58
Remuneration of Directors	39-42	22
Directors’ expenses	40	23
Directors’ fees	39	22
Extra fees	41	23
Pensions and other benefits	42	23
Representatives (see Company Representatives)
Rotation of Directors	35-37	21
When a director retires	37	22
Seals	115	54
Secretary	114	53
Scrip Dividends	102	48
Shares	71-75	36
Board’s authority to allot shares and	71	36
“equity securities” and to sell treasury shares
Buying back shares	79	39
Changing share capital	76-79	38
No trusts or similar interests recognised	75	38
Power to pay commission and brokerage	74	38
Renunciations of allotted but unissued shares	73	38
Uncertificated shares	72	37
Share Certificates	83-84	41
Share Rights	80-82	39
Shareholders’ Voting Rights	17-21	15
Shareholders who Cannot be Traced	92	44
Signature or authentication of documents	104	50

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Transferring Shares	85-86	42
Voting at General Meetings	12-16	14
Effect of declaration by Chairman	16	15
How votes are taken	12	14
Polls	13-15	14
Winding up	127	60

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Public Company Limited by Shares

The Companies Act 1985
as amended

BT GROUP plc

Ordinary Resolution

Company No. 4190816

At the Annual General Meeting of BT GROUP plc duly convened and held on Wednesday 15 July 2009 the following resolution was duly passed as an Ordinary Resolution:-

That the directors are authorised generally and without conditions under Section 80 of the Companies Act 1985 (‘1985 Act’) to allot relevant securities:

(a)	up to an amount of £127 million;
(b)	comprising equity securities up to a further amount of £127 million in connection with a rights issue.

These authorities supersede any previous ones under Section 80 of the 1985 Act and expire at the end of the next AGM. The Board can make offers, or enter into agreements which would, or might, need relevant securities to be allotted after that expiry. In this Resolution ‘relevant securities’ and ‘equity securities’ are as defined in the 1985 Act; ‘amounts’ refer to the face value (which is the nominal value) of the relevant securities; and ‘rights issue’ is as defined in Article 74 of the Company’s articles of association.

ANDREW PARKER
Secretary

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Public Company Limited by Shares

The Companies Act 1985
as amended

BT GROUP plc

Special Resolution

Company No. 4190816

At the Annual General Meeting of BT GROUP plc duly convened and held on Wednesday 15 July 2009 the following resolution was duly passed as a Special Resolution:-

THAT the directors have power to allot equity securities (within the meaning of Section 94 of the 1985 Act) entirely paid for in cash:

(a) under the authority given by paragraph (a) of Resolution 9:

• in connection with a pre-emptive offer;

• except in connection with a pre-emptive offer, up to an aggregate nominal amount of £20 million; and

(b) under the authority given by paragraph (b) of Resolution 9 in connection with a rights issue

as if Section 89(1) of the 1985 Act did not apply to any such allotment. This power expires at the end of the next AGM but the Board can make offers, or enter into agreements which would, or might, need equity securities to be allotted after that expiry. In this Resolution all the words defined in Resolution 9 have the same meaning and:

• ‘pre-emptive offer’ means an offer of equity securities open for a period fixed by the Board to holders (other than the Company) of ordinary shares in proportion to their holdings, subject to the limits or restrictions which the directors think are necessary;

79

• references to an allotment of equity securities include a sale of treasury shares; and

• in working out any maximum amounts of securities, the face value of rights to subscribe for shares, or to convert any securities into shares, will be taken as the face value of the shares which would be allotted if the subscription or conversion takes place.

ANDREW PARKER
Secretary

80

Public Company Limited by Shares

The Companies Act 1985
as amended

BT GROUP plc

Special Resolution

Company No. 4190816

At the Annual General Meeting of BT GROUP plc duly convened and held on Wednesday 15 July 2009 the following resolution was duly passed as a Special Resolution:-

THAT the Company has general and unconditional authority to make market purchases as defined in section 163 of the Companies Act 1985 of shares of 5p each in the Company, subject to the following conditions:

(a)	the maximum number of shares which may be purchased is 774 million shares;
(b)	the minimum price (excluding expenses) which may be paid for each share is 5p;
(c)	the maximum price (excluding expenses) which the Company may pay for each share cannot be more than the higher of:

(i) 105% of the average market value of a share in the Company for the five business days prior to the day the purchase is made; and

(ii) the value of a share in the Company calculated on the basis of the higher of the price quoted for: (a) the last independent trade of; or (b) the highest current independent bid for, any number of shares in the Company on the trading venues where the purchase is carried out; and

81

(d) this authority will expire at the end of the next AGM of the Company held in 2010, or if earlier, 14 October 2010, except in relation to the purchase of shares, the contract for which was concluded before the expiry of this authority and which might be executed wholly or partly after that expiry.

ANDREW PARKER
Secretary

82

Public Company Limited by Shares

The Companies Act 1985
as amended

BT GROUP plc

Special Resolution

Company No. 4190816

At the Annual General Meeting of BT GROUP public limited company duly convened and held on Wednesday 15 July 2009 the following resolution was duly passed as an Special Resolution:-

THAT with effect from 1 October 2009 the Company:

(a)	amends its articles of association (‘Current Articles’) by deleting the provisions of the Company’s memorandum of association (‘Memorandum’) which, due to section 28 Companies Act 2006 (‘2006 Act’), would be treated as provisions of the Current Articles; and
(b)	adopts new articles of association (‘New Articles’).

ANDREW PARKER
Secretary

83

84

Public Company Limited by Shares

The Companies Act 1985
as amended

BT GROUP plc

Special Resolution

Company No. 4190816

At the Annual General Meeting of BT GROUP plc duly convened and held on Wednesday 15 July 2009 the following resolution was duly passed as a Special Resolution:-

THAT the Company may call a general meeting (but not an AGM) on at least 14 clear days’ notice.

ANDREW PARKER
Secretary

85

86

BT Group plc

Registered office: 81 Newgate Street, London EC1A 7AJ
Registered in England No: 4190816

EX-4.5

Exhibit 4.5

Mr Tony Ball
9 Lansdowne Crescent
LONDON
W11 2NH	10 June 2009

Dear Tony

Upon the recommendation of the Nominating Committee, the Board of BT Group plc has appointed you as a non-executive director. You will also be appointed to such Board Committees as may from time to time be agreed. This letter sets out the terms of your appointment.

Appointment

Your appointment is for an initial period of three years from 16 July 2009. During that period either you or the Board can give the other at least three months written notice to terminate the appointment at any time.

In accordance with the Company’s Articles of Association, you will be required to stand for election at the Company’s 2010 Annual General Meeting and during your period of appointment you may be required to stand for re-election at subsequent Annual General Meetings. Subject to your re-election as a director at the Annual General Meeting and satisfactory performance by you of your duties as a non-executive director, the appointment may be continued at the end of the initial three year period if you and the Board agree.

Time commitment

You are expected to attend all meetings of the Board and those Board Committees to which you are appointed (and if you cannot attend any meeting to advise the Secretary in advance), the Annual General Meeting and one or more Board away days. In addition, you will be expected to devote appropriate preparation time ahead of each Board and Board Committee meeting and to take part in at least one visit each year to one of BT’s offices or other sites. It is difficult to be precise about the amount of time

Sir Michael Rake
Chairman
BT Group
BT Centre 81 Newgate Street London EC1A 7AJ United Kingdom	tel fax	+44 (0)20 7356 4324 +44 (0)20 7600 8197		BT Group plc Registered Office: 81 Newgate Street, London EC1A 7AJ Registered in England and Wales no. 4190816 www.bt.com

you should expect to spend on this work, but we estimate that you should allow a minimum of 22 days each year, subject to Committee commitments. You should allow a slightly higher commitment in the first year of your appointment whilst you familiarise yourself with the BT group and go through our induction programme for new directors.

By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your role. The agreement of the Chairman should be sought before accepting additional commitments that might affect the time you are able to devote to your role as a non-executive director of the Company.

Role

Non-executive directors have the same general legal responsibilities to the Company as any other director. The Board’s principal focus is the strategic direction, development and control of the group. In support of this it approves the group’s values, business practice policies, strategic plans, annual budgets and the group’s overall system of internal controls, governance and compliance authorities. It also has oversight and control of the group’s operating and financial performance. These responsibilities are set out in the formal statement of the Board’s role which you will receive in your directors’ briefing pack.

Fees and expenses

You will receive fees for your services as a director of £60,000 a year. In addition, Committee fees for those of which you are a member will be payable against standard fee levels from time to time agreed by the Board.

The Company will either pay or reimburse you for all travelling, hotel and other expenses incurred on the Company’s business.

Outside interests

It is accepted and acknowledged that you have business interests other than those of the Company. You are required to disclose to the Board, via the Secretary, any interests you have at the date of your appointment both in contracts or arrangements with BT, or ‘situational’ conflicts which refer to a director’s duty to avoid a situation where his interests conflict, or may conflict, with the interests of BT . Advice on notifiable interests will be enclosed in your briefing pack. In the event that you become aware of any further potential conflict of interest during your period of appointment, you must disclose this to the Secretary as soon as it becomes apparent.

Confidentiality and share dealings

All information acquired during your appointment is confidential to BT Group plc and should not be released (by whatever means), either during your appointment or following termination, to third parties without prior clearance from the Secretary. You also undertake to keep secure any information and material sent to you.

Your attention is also drawn to the requirements under both legislation and regulation as to the disclosure of price sensitive information. You should avoid making any statements that might risk breaching these requirements without prior clearance from the Secretary.

You will be bound by BT Group plc’s Articles of Association and by the Company’s share dealing code.

Briefings

The Company has in place arrangements to complement the briefing material you have already received about the BT group through an on-going programme to keep you informed about the Company’s businesses, activities and developments, the communications industry and the regulatory environment. This includes meetings with executive management in the Company and the Company’s external auditors. We will also arrange a tailored package of visits so you can see BT and its people at work.

Review

The performance of the Board and its committees is evaluated annually. If, in the interim, there are any matters which cause you concern about your role you should discuss them with the Chairman or the Secretary as soon as is appropriate.

Insurance

You are covered by the Company’s directors’ and officers’ liability insurance. The current limit in respect of any one claim or all claims in aggregate during the period of the insurance policy is £170 million.

Independent professional advice

The Company has a procedure for its directors, in furtherance of their duties, to take independent advice if necessary, at the Company’s expense. If you feel it necessary to seek such advice, please contact the Secretary first. A copy of the procedure will be included in your briefing pack.

Termination

Upon termination of your appointment you will at the Company’s request promptly resign in writing as a director of BT Group plc. The Secretary is irrevocably authorised to sign a letter of resignation on your behalf if you fail to do so.

Acceptance

Please confirm your acceptance of these terms by signing and returning to Andrew Parker the attached copy of this letter.

Yours sincerely

/s/ Andrew Parker

pp SIR MICHAEL RAKE

To:	Andrew Parker Company Secretary
	I confirm acceptance of my appointment on the above terms.

/s/ Tony Ball	16/6/09
Name	Date

  EX-7.1 4 u08916exv7w1.htm EXHIBIT 7.1

Exhibit 7.1

FINANCIAL RATIOS

Year ended 31 March	2010		2009		a	2008		a	2007		a	2006		a
Financial ratios
Adjusted basic earnings per shareb – pence		17.3		14.1			20.2			19.1			17.4
Reported basic (loss) earnings per share – pence		13.3		(2.5	)		21.5			34.4			18.4
Adjusted return on capital employedb, c (unaudited)		16.0		14.5			17.7			17.6			18.1
Reported return on capital employedc (unaudited)		13.3		2.3			14.4			16.5			17.1
Adjusted interest cover before net pension interestd – times (unaudited)		2.9		2.5			3.6			4.2			3.6
Reported interest covere – times (unaudited)		0.3		0.5			6.2			27.0			5.3

a	Restated. See page 94 of the Annual Report & Form 20-F 2010.
b	Adjusted results refer to the results before specific items, the BT Global Services contract and financial review charges in 2009, and net interest on pensions.
c	The ratio is based on profit before taxation and net finance expense to average capital employed. Capital employed is represented by total assets less current liabilities (excluding corporation tax, current borrowings, derivative financial liabilities and finance lease creditors) less deferred tax assets, retirement benefit asset, cash and cash equivalents, derivative financial assets and investments.
d	The number of times net finance expense before net pension interest and specific items is covered by adjusted operating profit.
e	The number of times reported net finance expense is covered by reported operating profit.

EX-7.1

EXHIBIT 7.1

EX-12.1

Exhibit 12.1

CERTIFICATION

I, Ian Livingston, certify that:

1.	I have reviewed this annual report on Form 20-F of BT Group plc;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.	The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: May 12, 2010

/s/ Ian Livingston
Name:	Ian Livingston
Title:	Chief Executive

EX-12.2

Exhibit 12.2

CERTIFICATION

I, Tony Chanmugam, certify that:

1.	I have reviewed this annual report on Form 20-F of BT Group plc;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.	The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: May 12, 2010

/s/ Tony Chanmugam
Name:	Tony Chanmugam
Title:	Group Finance Director

EX-13.1

Exhibit 13.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certify that to the best of our knowledge:

1. this annual report on Form 20-F of BT Group plc fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in this annual report fairly presents, in all material respects, the financial condition and results of operations of BT Group plc.

Date: May 12, 2010	/s/ Ian Livingston
	Name:	Ian Livingston
	Title:	Chief Executive
Date: May 12, 2010	/s/ Tony Chanmugam
	Name:	Tony Chanmugam
	Title:	Group Finance Director

EX-15.1

Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-130371) of BT Group plc of our report dated May 12, 2010 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in BT Group plc’s Annual Report and Form 20-F for the year ended March 31, 2010.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
London, United Kingdom
26 May, 2010

EX-15.2

BT Group plc
Annual Report & Form 20-F
2010

BT GROUP PLC ANNUAL REPORT & FORM 20-F

BT Group plc
Annual Report
& Form 20-F
2010

2	Financial summary
4	Chairman’s message
5	Chief Executive’s statement
6	Our business
11	Our business and strategy
15	Our markets and customers
18	Our resources
22	Our lines of business
34	Our corporate responsibility
36	Our risks
38	Other information
41	Financial review
58	Board of directors and Operating Committee
60	The Board
62	Report of the Audit Committee
64	Report of the Nominating Committee
65	Report of the Committee for Responsible and Sustainable Business
66	Report on directors’ remuneration
78	Directors’ information
79	Business policies
82	Shareholders and annual general meeting
84	Statement of directors’ responsibilities
85	Report of the independent auditors – consolidated financial statements
87	Consolidated financial statements
145	Report of the independent auditors – parent company financial statements
146	Financial statements of BT Group plc
149	Subsidiary undertakings and associate
150	Quarterly analysis of revenue and profit
151	Selected financial data
153	Financial statistics
154	Operational statistics
156	Information for shareholders
168	Cross reference to Form 20-F
171	Glossary of terms
174	Index

OVERVIEW

FINANCIAL SUMMARY

Group results

	2010		2009a
	£m		£m				Change	Five year record
Revenue								Adjusted revenue (£m)
– adjustedb,c		£20,911		£21,431			2%
– reported		£20,859		£21,390			2%
EBITDAd								Adjusted EBITDA (£m)
– adjustedb,c		£5,639		£5,238			8%
– reported		£5,162		£3,191			62%
Profit (loss) before taxation								Adjusted profit before taxation (£m)
– adjustedb,c		£1,735		£1,454			19%
– reported		£1,007		£(244	)		£1,251m
Earnings (loss) per share								Adjusted earnings per share (pence)
– adjustedb,c		17.3p		14.1p			23%
– reported		13.3p		(2.5)p			15.8p
								Full year dividend (pence)
Proposed full year dividend		6.9p		6.5p			6%
								Free cash flow (£m)
Free cash flowc		£1,933		£737			£1,196m
								Net debt (£m)
Net debtc		£9,283		£10,361			£1,078m

a	Restated. See page 94.
b	Items presented as adjusted are stated before specific items, BT Global Services contract and financial review charges in 2009 and net interest on pensions. See page 55 for further details. In our quarterly results announcements we also report adjusted measures before leaver costs, consistent with the basis of our outlook for the year (see page 3). From 2011 onwards, we will be reporting our quarterly adjusted results after leaver costs.
c	Adjusted revenue, adjusted EBITDA, adjusted profit (loss) before taxation, adjusted earnings (loss) per share, free cash flow and net debt are non-GAAP measures provided in addition to the disclosure requirements of IFRS. The rationale for using non-GAAP measures and the locations of reconciliations to the most directly comparable IFRS measure are provided in the Financial review on pages 54 to 56.
d	EBITDA: Earnings before interest, taxation, depreciation and amortisation.

2      BT GROUP PLC ANNUAL REPORT & FORM 20-F

OVERVIEW FINANCIAL SUMMARY

Performance against our outlook for 2010

		Outlook			Outlook						Outlook
		May 2009			updated			Outcome			achieved
	Adjusted revenue decline		4%-5	%		3%-4	%		2	%
	Total underlying costa reductions	>£1bn			>£1.5bn			£1.75bn
	Adjusted EBITDAb before leaver costs		–		c.£5.7bn			£5.8bn
	Capital expenditure	c.£2.7bn			c.£2.5bn			£2.5bn
	Free cash flowc	>£1bn			c.£1.7bn			£1.9bn
	Full year dividend		–		c.5%up			6% up
	Net debtd		–		<£10.0bn			£9.3bn

Key points for 2010

	Full year results ahead of our outlook
	Revenue down 2%
	Total underlying costsa reduced by £1,752m, down 9%
	Capital expenditure reduced by £555m to £2,533m
	Free cash flowc of £1,933m, an improvement of £1,196m
	Net debtd reduced by over £1bn
	Proposed final dividend of 4.6p per share, giving 6.9p for the full year

Outlook for 2011

	Revenue	c.£20bn
	Operating cost savingse	c.£900m
	Adjusted EBITDAb after leaver costs	in line with 2010
	Free cash flowf before specific items	c.£1.8bn
	Net debtd	<£9.0bn

a	Underlying operating costs and capital expenditure, before specific items, leaver costs, depreciation and amortisation and other operating income, excluding BT Global Services contract and financial review charges in 2009.
b	Before specific items.
c	Before pension deficit payment of £525m but after the cash costs of the BT Global Services restructuring.
d	Net debt is defined on page 56.
e	Underlying operating costs before specific items and depreciation and amortisation.
f	Before pension deficit payment and before specific items of around £150m, with capital expenditure at around £2.6bn.

BT GROUP PLC ANNUAL REPORT & FORM 20-F      3

OVERVIEW

CHAIRMAN’S MESSAGE

As we promised, 2010 has been a year for delivery. After the challenges of the last financial year, we focused our efforts on starting to improve BT Global Services’ performance and reducing our cost base so that we could emerge stronger from recession. While the economy is still challenging, I am delighted to say our determination has paid off and we have delivered results ahead of our original expectations for the year.

Dividends

Last year we said we wanted to rebase the dividend to a level which we were confident was sustainable and from which it could grow. The Board is committed to delivering progressive dividends, while balancing the need to invest in the business, support the pension fund and reduce our net debt. Given our good performance in terms of free cash flow generation this year, the Board is proposing a final dividend of 4.6p, making a total of 6.9p for the full year. This represents 6% growth over last year, in line with our indication of around a 5% increase.

Pension fund

In February we announced that BT had reached agreement with the Trustee of the BT Pension Scheme on the triennial funding valuation of the pension scheme and a recovery plan for the £9bn deficit. I was disappointed, given the significant amount of work done by the Trustee and the prudent assumptions we had agreed, that the Pensions Regulator had substantial concerns with certain features of the agreement. We and the Trustee continue to work with the Pensions Regulator to progress this matter. Since the valuation date the scheme’s investments have increased in value by £4bn.

Regulation

In the current economic environment it is imperative that we avoid protectionism and establish a truly level playing field for businesses. We continue to work with governments and regulators in the UK, the EU and around the world for open and fair wholesale access to telecoms networks, whether fixed or mobile, and to premium pay TV content to drive competition and avoid inequalities and excessive pricing in the broadband market. Our own access network is open to all-comers on an equivalent basis and it is because of this that the UK has one of the most competitive and vibrant telecoms markets. This benefits everyone, be they our competitors or our customers. We seek consistency and ask only in other markets what we offer in the UK market.

Environment and the community

We are proud to be involved with the London 2012 Olympic and Paralympic Games and see this as an opportunity to contribute to a great event not just for London but for the whole of the UK and the rest of the world. In keeping with our tradition of helping others, BT people will be volunteering and contributing to the Games and our network will provide a lasting legacy beyond.

     We firmly believe in investing in young people and I am delighted that BT is stepping up its commitment to the Modern Apprenticeship scheme.

     BT is committed to a sustainable environment and has set one of the most aggressive corporate carbon reduction targets in the world. We have made considerable progress, reducing the carbon intensity of our global business by 54% compared with our 1997 baseline. By 2020 we aim to have reduced our emissions by 80%.

The Board

I was delighted that Tony Ball, chief executive of BSkyB from 1999 to 2003, joined the Board in July 2009. He brings great experience of international telecoms and broadcasting.

     Patricia Hewitt, who joined the Board in March 2008, has taken on the role of Senior Independent Director, which had been previously held by Maarten van den Bergh, who stepped down from the Board in July 2009.

     I would like to thank Deborah Lathen, who stepped down from the Board in January 2010 at the end of her three year term. She brought helpful insights into the international telecoms market and regulatory matters, for which I have been very grateful.

     I continue to work with the Nominating Committee to ensure we have the appropriate skills and experience at Board level to guide the business through its next stages of development.

     Hanif Lalani, Chief Executive of BT Global Services and formerly Group Finance Director between 2005 and 2008, stepped down from the Board in January 2010 and left the company in March 2010. Jeff Kelly was appointed as Chief Executive of BT Global Services and as a member of the Operating Committee in January 2010. Jeff had 25 years’ experience at EDS, the global IT services firm, where he most recently ran their US$10bn business in the Americas. Jeff’s task will be to improve the performance of BT Global Services and build on its position as a global leader in networked IT services.

     My thanks go to the rest of the Board who have continued to support me and the executive management through these challenging times.

The future

The year ahead will have its challenges as the world economy struggles to recover from the long recession. No one knows when, or by how much, conditions will improve. However, we believe we can drive efficiency, provide even better customer service and deliver a better future for all our stakeholders.

SIR MICHAEL RAKE
CHAIRMAN
12 MAY 2010

4      BT GROUP PLC ANNUAL REPORT & FORM 20-F

OVERVIEW

CHIEF EXECUTIVE’S STATEMENT

A better business, a better future

In the last year, we’ve taken decisive action with one aim in mind – to make BT a better business with a better future. We are making good progress. Of course, there’s a lot more to do but we have established a much firmer base from which to invest in the future of our company.

A better business

Our focus on improving customer service is paying off. Faults and complaints have been significantly reduced. We will continue to invest in training, systems and processes to deliver a better customer experience. Reducing the time spent on fixing service issues has been a critical factor in helping to transform our cost base and, as a result, we have been able to free up the resources to invest in new products and technology.

     We have now set clear objectives for the next three years – objectives that will help build a better future for BT.

A better future

The UK’s communications market is one of the most competitive in the world and consumers have benefited from this. Real prices are down more than 50% in the last 20 years and are among the lowest in any major advanced economy.

     We see significant opportunity to provide consumers with not just great value but with a wide range of broadband-based services. For example, BT Vision, our television service, where we will be offering new channels, content and interactivity. The UK’s small and medium-sized businesses will also benefit from our investment in communications services that will enhance their efficiency and capabilities.

     Improving the financial performance of BT Global Services remains an important priority. We’ve started to turn the corner with five quarters of improved profitability and an impressive list of new deals. Globalisation is here to stay and we will build on our position as a global leader in networked IT services by enhancing our product portfolio, and improving customer service and contract delivery. We will also make targeted investment in areas of potential profitable growth such as in the Asia Pacific region where we already have a strong market presence.

     BT is the largest communications wholesaler in Europe. Our BT Wholesale business will continue to move into new markets, winning deals with organisations like mobile operators, who are choosing BT to run a large part of their infrastructure.

     Nowhere is competition more intense than in the broadband market, where we are making one of the largest private sector investments in Europe, spending £1.5bn to bring fibre to at least 40% of the UK in 2012. If conditions are favourable, we see no reason not to extend this to around two-thirds of the UK by 2015 which will take our total investment to £2.5bn.

Our people

Our people have worked hard to improve service and efficiency, often changing working practices to be available when and where our customers need us. We have also reduced the number of people working for BT, doing our best to protect the jobs of our permanent employees. With retraining and support, some 5,000 people have found new roles in the business. No small feat and one we are proud of in today’s economic environment.

     In the last year, we have made some tough, but necessary, changes that are helping us to create the sort of company BT needs to be, at the same time as providing new opportunities for our people.

The right foundations are in place to make BT a better business with a better future – for our customers, for our shareholders, and for our people.

     There is a lot more to do but we are heading in the right direction. Thank you for your support in this journey.

IAN LIVINGSTON
CHIEF EXECUTIVE
12 MAY 2010

BT GROUP PLC ANNUAL REPORT & FORM 20-F      5

OVERVIEW

OUR BUSINESS

BT is one of the world’s leading communications services companies, serving the needs of customers in the UK and in more than 170 countries worldwide.

What we do

Our main activities are the provision of fixed lines, broadband, mobile and TV products and services as well as networked IT services.

     In the UK we are the largest communications services provider, serving the consumer, business and public sector markets. Globally, we supply networked IT services to multinational corporations, domestic businesses and government departments. We also provide access to our network and services to more than 1,000 communications providers in the UK and others worldwide.

Our customers benefit from a range of products and services:

Multinational corporations

4	Global networked IT services
4	Worldwide virtual private network via our multi-protocol label switching service
4	State-of-the-art videoconferencing and telepresence services

Small and medium enterprises

4	Fixed line and mobile call and broadband packages
4	IT and communications solutions

UK consumer

4	Fixed line calls and broadband packages
4	Largest video-on-demand service in the UK
4	Biggest wi-fi network, with more than 1.5m hotspots
4	A new fibre-based access network

Wholesale and carrier

4	Local loop unbundling, allowing communications providers to install their equipment in BT exchanges, and use these lines to connect to end users
4	White label managed services for customers who want to enter the communications market without the need to invest
4	Managed network solutions for communications providers
	> More on page 11

Our aim

We aim to drive shareholder value by making BT a better business with a better future. We are
making BT a better business by focusing on three areas:

4	Customer service delivery
4	Cost transformation
4	Investing for the future

	Customer service delivery
	Our goal is to provide excellent customer service in every market in which we operate by putting our customers at the heart of everything we do.
	> More on page 11
	Cost transformation
	We continue our drive to reduce costs across our business and deliver absolute levels of cost reduction.
	> More on page 11
	Investing for the future
	We are investing in our networks, systems and services to ensure they enable our customers to take advantage of the digital revolution.
	> More on page 12

6      BT GROUP PLC ANNUAL REPORT & FORM 20-F

OVERVIEW OUR BUSINESS

Our strategic priorities

We will build a better future for BT through our five strategic priorities:

Broadband-based consumer services

> More on page 12

The ‘Brand for Business’ for UK small and medium enterprises

> More on page 12

BT Global Services – a global leader

> More on page 12

The wholesaler of choice

> More on page 13

The best network provider

> More on page 13

How we measure our progress

We measure our progress through three key performance indicators: earnings per share, free cash flow and customer service.

Adjusted earnings per share^a,b
(pence)

Free cash flow^b
(£m)

Customer service improvement^c
(%)

> More on pages 13 and 14

a	Before specific items, BT Global Services contract and financial review charges in 2009 and net interest on pensions.
b	Adjusted earnings per share and free cash flow are non-GAAP measures provided in addition to the disclosure requirements of IFRS. The rationale for using non-GAAP measures is explained on pages 54 to 56. A reconciliation of adjusted earnings per share and free cash flow, to the most directly comparable IFRS measure, is provided on pages 42 and 51, respectively.
c	Cumulative improvement from 1 April 2007.

BT GROUP PLC ANNUAL REPORT & FORM 20-F      7

OVERVIEW OUR BUSINESS

How we are structured

We meet the needs of our different customer groups in more than 170 countries around the world through four customer-facing lines of business – BT Global Services, BT Retail, BT Wholesale and Openreach. These are supported by two internal service units – BT Innovate & Design and BT Operate.

BT Global Services

BT Global Services is a global leader in the provision of networked IT services, serving multinational corporations, domestic businesses, government departments and other communications providers in more than 170 countries.

> More on page 22

BT Retail

BT Retail is the UK’s leading provider of telecommunications products and services to the consumer market, and provides IT services and communications solutions to the small and medium enterprises market.

> More on page 25

BT Wholesale

BT Wholesale provides products and solutions to communications providers in the UK and worldwide.

> More on page 28

Openreach

Openreach is responsible for the crucial ‘first mile’ of the UK telecommunications network – the copper wires and fibre connecting homes and businesses to their local telephone exchange.

> More on page 31

BT Innovate & Design

BT Innovate & Design is responsible for the innovation, design, development and delivery of the processes, networks and platforms on behalf of the customer-facing lines of business and which run BT’s business.

> More on page 33

BT Operate

BT Operate manages BT’s IT and network infrastructure platforms. It also runs parts of other communications providers’ networks on behalf of the customer-facing lines of business.

> More on page 33

2010 Adjusted external revenue^a by line of business

2010 Adjusted EBITDA^a by line of business

How we maintain a sustainable business

We aim to carry out our business in a responsible and sustainable way as increasingly our customers, shareholders, suppliers and our people expect this from BT. The innovative solutions we develop will benefit both society and our long-term development.

> More on page 34

8      BT GROUP PLC ANNUAL REPORT & FORM 20-F

OVERVIEW OUR BUSINESS

Where we operate

We serve the needs of customers in the UK and in more than 170 countries worldwide.
> More on page 16

Our products and services and who we sell them to

We have a portfolio of around 1,800 products and services. We sell them to consumers, small and medium enterprises and the public sector in the UK, and globally to multinational corporations, domestic businesses, government departments and other communications providers. Some of our customers are shown below.

> More on page 16

BT GROUP PLC ANNUAL REPORT & FORM 20-F      9

REVIEW OF THE YEAR

11	OUR BUSINESS AND STRATEGY
11	Who we are
11	What we do
11	Our aim
12	Our strategic priorities
13	How we measure our progress
14	2010 outlook
14	2011 outlook and future plans
15	OUR MARKETS AND CUSTOMERS
15	Our markets
15	Competition
16	Customers
16	How we are structured
16	How we sell our products and services
18	OUR RESOURCES
18	Brand and reputation
18	People
20	Networks and platforms
20	Global research capability
21	Suppliers
21	Property portfolio
22	OUR LINES OF BUSINESS
22	BT Global Services
25	BT Retail
28	BT Wholesale
31	Openreach
33	BT Innovate & Design
33	BT Operate
34	OUR CORPORATE RESPONSIBILITY
34	Helping tackle climate change
34	Developing sustainable customer solutions
34	Enabling skills for an inclusive society
35	Charity support
35	Our corporate responsibility risks
35	Recognition of our contribution
35	Further information
36	OUR RISKS
36	Principal risks and uncertainties
36	Competitive activity
36	Global economic and credit market conditions
36	Regulatory controls
37	Major contracts
37	Security and resilience
37	Pensions
38	OTHER INFORMATION
38	Regulation
39	Our relationship with HM Government
39	Legal proceedings
40	Acquisitions and disposals
41	FINANCIAL REVIEW
41	Principal accounting policies, critical accounting estimates and key judgements
42	Summarised group income statement
43	Financial results
48	Financial position and resources
51	Liquidity
52	Funding and capital management
54	Alternative performance measures

10     BT GROUP PLC ANNUAL REPORT & FORM 20-F

REVIEW OF THE YEAR

OUR BUSINESS AND STRATEGY

Our business and strategy
	Who we are
	What we do
	Our aim
	Our strategic priorities
	How we measure our progress
	2010 outlook
	2011 outlook and future plans

This is the Annual Report for the year ended 31 March 2010. It complies with UK regulations and is the Annual Report on Form 20-F for the US Securities and Exchange Commission to meet US regulations. This Annual Report has been sent to shareholders who have elected to receive a copy. A separate summary financial statement & notice of meeting 2010 has been issued to shareholders who have elected to receive a shorter document. Both documents are available on the company’s website, www.bt.com

     In this Annual Report, references to ‘BT Group’, ‘BT’, ‘the group’, ‘the company’, ‘we’ or ‘our’ are to BT Group plc (which includes the continuing activities of British Telecommunications plc) and its subsidiaries and lines of business, internal service units, or any of them as the context may require.

     References to ‘a year’ are to the financial year ended 31 March of that year, e.g. ‘2010’ refers to the year ended 31 March 2010, except in relation to our fibre-based broadband roll out plans which are based on calendar years, not financial years. Unless otherwise stated, all non financial statistics are at 31 March 2010. Please see cautionary statement regarding forward-looking statements on page 156.

  Denotes non financial targets. Being a responsible and sustainable business is integral to the way we work. Our non financial key performance indicators measure our progress. These also include direct costs to BT related to our environmental and social performance, in line with the principles of the connected reporting framework.

Who we are

BT is one of the world’s leading communications services companies, serving the needs of customers in the UK and in more than 170 countries.

What we do

Our main activities are the provision of fixed lines, broadband, mobile and TV products and services as well as networked IT services.

     In the UK we are the largest communications services provider, serving the consumer, business and public sector markets. Globally, we supply networked IT services to multinational corporations, domestic businesses and government departments. We also provide access to our network and services to more than 1,000 communications providers (CPs) in the UK and others worldwide.

Our aim

Our aim is to drive shareholder value by making BT a better business with a better future.

     Three areas – customer service delivery, cost transformation and investing for the future – are essential building blocks to making BT a better business. They are linked: the better we serve our customers, the less time and money we spend on reworking and fixing faults. By continuing to transform our cost base, we open up new opportunities to invest in BT’s future.

     We are committed to acting as a responsible business for shareholders, customers, suppliers and our people, developing innovative solutions that both benefit society and support our long-term development. Investing in the communities in which we operate and driving down our CO₂ emissions are critical parts of this commitment.

Customer service delivery

Every part of BT is taking action to make substantial improvements to the delivery of our services by putting our customers at the heart of everything we do.

     This means keeping our promises to our customers, being easy to contact and straightforward to deal with, keeping customers informed, and taking action to address the reasons why they complain.

     We track the real experience of our customers from start to finish, and will remove duplication and inefficiency to drive down service provision time.

     We have significantly reduced failures, faults and complaints over the past year and will invest in training, systems and better processes to continue this improvement. In the last year, we have reduced business and consumer complaints by 50% and 33%, respectively.

Cost transformation

We continue our drive to reduce costs across our business and deliver absolute levels of cost reduction. During 2010, our cost transformation activities have delivered a step change in the cost base of our business, with a reduction of £1,752m in total underlying operating costs and capital expenditure. All of our lines of business and internal service units have made a contribution to the delivery of these savings. See Transforming our cost base on page 44 for further analysis.

     Savings have been delivered from targeted cost reduction programmes which focus on eliminating the cost of failure across the group, an overhead value analysis programme which provides a structured approach to reducing costs on a project-by-project basis, and process re-engineering which reviews processes end-to-end across the group to remove unnecessary steps. These actions have allowed us to operate more efficiently and consequently reduce our input costs.

     BT GROUP PLC ANNUAL REPORT & FORM 20-F     11

REVIEW OF THE YEAR OUR BUSINESS AND STRATEGY

     By reviewing procurement arrangements with our largest suppliers on a group-wide basis, we have improved supply terms and service delivery. We expect further benefits to be achieved in 2011.

     As a result of increased efficiency across our operations, we have also been able to reduce our total labour resource, delivering substantial cost savings. In the past year, we have reduced the number of full time employees by around 9,000. In addition, the number of indirect employees working through agencies or third-party contractors was reduced by around 11,000, giving a reduction in our total labour resource of around 20,000. As far as possible, we have sought to retain our permanent workforce through redeployment, training and insourcing work which had been previously performed by subcontractors, and we will continue to do so. As we drive efficiency, we expect to be able to make further reductions in total labour costs.

Investing for the future

BT continues to invest to bring faster and more feature-rich services to our customers, including higher speed Ethernet and faster broadband. Our Ethernet footprint in the UK market is extensive, while ADSL2+ broadband delivered over copper lines is currently available to 55% of UK premises, with plans to increase to up to 75% by spring 2011.

     We are investing £1.5bn and aim to make super-fast fibre-based broadband services available to at least 40% of UK premises in 2012 – one of the largest investments in fibre-based broadband ever undertaken in Europe. We aim to make our fibre services available to 4m UK premises by the end of 2010. Assuming an acceptable environment for investment, we see potential to expand our fibre roll out to around two-thirds of the UK by 2015 for an incremental investment of around £1bn. This will take our total fibre investment to £2.5bn which will be managed within our current levels of capital expenditure.

     We are responding to market demand by providing a range of broadband access technologies and options – a mixed economy model – providing customer choice and flexibility. We are increasing access speeds over the existing copper infrastructure, over a mix of fibre and copper, and over fibre direct to premises. This mixed approach maximises use of the existing copper infrastructure, helping us be more efficient while also accelerating the speed of fibre roll out.

     Fibre to the cabinet (FTTC) will, on current plans, be the most widely deployed fibre-based broadband technology, delivering download speeds of up to 40Mb/s and upload speeds of up to 10Mb/s and rising to up to 15Mb/s.

     Fibre to the premises (FTTP) – which delivers speeds initially of up to 100Mb/s – is being deployed in new build sites and in existing premises where it is economically viable to do so.

     Super-fast speeds allow users to run multiple bandwidth-hungry applications at the same time. For example, some members of a family could be watching different high-definition films, while others play online games or work on complex graphics or video projects.

     For businesses, the new network will underpin the introduction of many new services and applications. Computer processing and storage of files will become more sophisticated and secure using ‘cloud’ computing technology, where scalable IT-related capabilities are provided as a service to customers using internet technologies. There will be faster back-up of computer systems, and wider use of high-quality videoconferencing within organisations, and between them and their customers.

     As part of our plans for the future, we are making additional investments, mainly in the areas of enhancing our TV offering; introducing other new consumer propositions; and building on opportunities in BT Global Services, particularly in the Asia Pacific region.

Our strategic priorities

We will build a better future for BT through our five strategic priorities.

4 Broadband-based consumer services

We recognise that competition is intense and that customers’ demands are evolving, but we are confident we can continue to win in this changing market. We already provide the UK’s most comprehensive broadband service, offering more features than our competitors. This has helped us maintain our retail share of the broadband digital subscriber line (DSL) and local loop unbundling (LLU) market at around 35% over the past three years. We plan to build on this position in a number of ways.

     Following the conclusion of the Office of Communications (Ofcom) narrowband market review in 2010 we are able to benefit from our new regulatory freedom to launch bundled services targeted at different customer groups. We will also use the Plusnet brand to offer lower-priced services for more price-conscious customers.

     We will provide high-speed broadband services by exploiting the roll out of up to 20Mb/s broadband services and by taking full advantage of the roll out of our up to 100Mb/s super-fast fibre-based services.

     We will build on our existing BT Vision service. It will be expanded to include free to air high-definition (HD) programming, more interactive services that will transform the TV experience, a wider choice of on-demand programming, and we will also provide greater access to premium sports.

4 The ‘Brand for Business’ for UK SMEs

We are already the leading provider of fixed communications for UK small and medium enterprises (SMEs), and we are well placed to grow our mobility and IT activities. The market is fragmented and no other supplier can match our channels or breadth of portfolio. We continue to build sales and service channels that can offer our smaller business customers a one-stop shop for communications and IT – providing good value for money in these challenging economic times. We aim to continue to win market share and to stem revenue decline by developing innovative products such as BT Business One Plan Plus, the first unlimited calls, lines, broadband and mobile option available to small businesses in the UK.

4 BT Global Services – a global leader

BT Global Services is a global leader in the provision of networked IT services. However, during 2009 the level of profitability in BT Global Services fell significantly. This was caused by a combination of higher costs, cost reductions being delivered more slowly than expected and worsening economic conditions. This led the Board to conclude that previous estimates of profitability for some of our major contracts were no longer likely to be achieved.

12     BT GROUP PLC ANNUAL REPORT & FORM 20-F

REVIEW OF THE YEAR OUR BUSINESS AND STRATEGY

     The Board took action as a result of these issues and BT Global Services has been restructured including changes being made to the senior management team (see BT Global Services – How BT Global Services is changing on page 22).

     Over the past year we have worked to improve efficiency and delivery, and to build a stronger business. We have made significant progress. We have improved the way we bid for and manage contracts, reduced costs and delivered better service for customers. These changes are delivering results with an improved financial and operational performance, and this is already showing in BT Global Services’ financial results, with a sequential improvement in adjusted EBITDA and a £430m reduction in operating cash outflow in 2010. But there is still much more to do and we will continue to drive this transformation.

     We are seeking to strengthen our market position by enhancing our product portfolio and improving customer service and contract delivery, as well as through targeted investment in areas of potential profitable growth, such as in the Asia Pacific region where we already have a strong market presence. In this way, we can build on BT Global Services’ world-leading position.

4 The wholesaler of choice

BT is committed to supplying CPs in the UK and overseas with vital communications infrastructure. We have the broadest portfolio in the industry and are trusted to underpin the UK’s infrastructure. We aim to be the wholesaler of choice in the UK, where we have more than 1,000 CP customers and we are the established leader for carriers, and to extend and develop our international wholesale business. Over the next year, we also aim to consolidate further our position as a leading provider of managed network services (MNS) in the UK’s fixed and mobile markets.

     Our traditional wholesale markets are in decline, but we expect to see the addressable market grow in the medium term due to growth in digital content, consolidation, convergence and capital constraints which make our white label services attractive for operators who do not want to invest in a fixed line infrastructure. We believe the capacity demand on our networks will quadruple by 2013.

     We are simplifying and reinventing our portfolio through internet protocol (IP), enhancing our capabilities and expanding our addressable market to become a next generation wholesale business. We are investing in our products and services for the future, developing advanced, software-driven platforms and services that, for example, exchange traditional and IP traffic and capabilities to deliver video content which is growing exponentially.

     In the mobile space, we are facilitating mobile network operators’ entry into the fixed line market and have MNS contracts in place with all five key operators. We are enabling the growth of 3G mobile data volumes in a market that is consolidating through mergers and infrastructure joint ventures.

4 The best network provider

Super-fast fibre-based broadband is critical to BT’s future success and will be critical to the UK economy. We will play a major part in this new communications environment and are making good progress in deploying this new technology.

     At the same time, we will also continue to focus on our market-leading Ethernet footprint – which expanded from 600 nodes, or access points for customers, in 2009 to more than 800 in 2010.

     Being the best network provider is not just about expanding coverage. We have also improved reliability and reduced costs through our cost saving and efficiency programmes. Our plan is to continue to deliver operational savings through further focus on the efficiency of our work. We have reduced the number of IT incidents across the network by 33% over the last two years.

How we measure our progress

We measure our progress through three key performance indicators: earnings per share, free cash flow and customer service.

Adjusted earnings per share

Adjusted earnings per share was 17.3p in 2010, compared with 14.1p in 2009 and 20.2p in 2008 (see Financial review page 47).

Adjusted earnings per share^a,b

(pence)

Free cash flow

Free cash flow in 2010 was £1,933m, compared with £737m in 2009 and £1,823m in 2008 (see Financial review page 51).

Free cash flow^b

(£m)

a	Before specific items, BT Global Services contract and financial review charges in 2009 and net interest on pensions.
b	Adjusted basic earnings per share and free cash flow are non-GAAP measures provided in addition to the disclosure requirements of IFRS. The rationale for using non-GAAP measures is explained on pages 54 to 56. A reconciliation of adjusted earnings per share and free cash flow, to the most directly comparable IFRS measure, is provided on pages 42 and 51, respectively.

     BT GROUP PLC ANNUAL REPORT & FORM 20-F     13

REVIEW OF THE YEAR OUR BUSINESS AND STRATEGY

Customer service

In 2010 we achieved a 10.5% increase in the internal scores we use to measure customer service. This compares with a 9% improvement in 2008 and 17% in 2009. These measures are cumulative, so the results show real progress is being made.

Customer service year-on-year improvement

(%)

2010 outlook

In our original outlook statement for 2010 we said we expected:

4	revenue to decline by 4%-5%
4	a net reduction in group capital expenditure and operating costs of well over £1bn
4	a reduction in group capital expenditure to around £2.7bn
4	group free cash flow, before any pension deficit payments, but after the cash costs of BT Global Services restructuring, to reach over £1bn.

During the year, as a result of our progress, we were able to update our outlook to:

4	revenue to decline by 3%-4%
4	total underlying cost reductions of at least £1.5bn
4	EBITDA of around £5.7bn
4	capital expenditure of around £2.5bn
4	free cash flow of around £1.7bn
4	net debt below £10bn
4	dividend growth of around 5%.

As shown in the Financial summary on page 3 we have delivered full year results ahead of our outlook.

2011 outlook and future plans

We aim to drive shareholder value by making BT a better business by focusing on three areas: customer service delivery; cost transformation; and investing for the future. We will build a better business for the future by focusing on five strategic priorities: driving broadband-based consumer services; being the ‘Brand for Business’ for UK SMEs; developing BT Global Services’ position as a global leader in networked IT services; being the wholesaler of choice; and being the best network provider.

     As part of our plans for the future, we are making an additional investment of around £200m within our adjusted EBITDA outlook for 2011: mainly in the areas of enhancing our TV offering; introducing other new consumer propositions; fibre roll out; and building on opportunities in BT Global Services, particularly in the Asia Pacific region.

     If investment conditions are favourable, we see the potential to extend our current fibre roll out to around two-thirds of UK premises by 2015 for an incremental cost of around £1bn, while maintaining our annual capital expenditure levels at around £2.6bn.

     For 2011 our outlook is:

4	revenue of around £20bn
4	operating cost savingsa of around £900m
4	adjusted EBITDAb after leaver costs in line with last year’s level with underlying improvement being offset by the increase in the pension service charge of around £100m and targeted investment in the business of around £200m
4	free cash flowc of around £1.8bn before the cash effect of specific items of around £150m, with capital expenditure at around £2.6bn
4	BT Global Services operating cash flow expected to show further significant improvement, turning positive by 2012
4	Net debt below £9bn.

Our future outlook is as follows:

4	we expect improving underlying revenue trends from 2011 to 2013, with growth in 2013
4	BT Global Services revenue expected to grow by 2013
4	BT Retail expected to show an improvement in revenue trends over the period to 2013
4	BT Wholesale and Openreach revenue expected to be broadly level over the period to 2013
4	adjusted EBITDAb after leaver costs expected to grow from 2011 to 2013 driven by a combination of further cost reductions and improving revenue trends
4	free cash flowc before specific items expected to reach around £2bn by 2013
4	progressive dividends over the next three years.

a	Underlying operating costs before specific items, depreciation and amortisation.
b	Before specific items.
c	Before pension deficit payment.

14     BT GROUP PLC ANNUAL REPORT & FORM 20-F

REVIEW OF THE YEAR

OUR MARKETS AND CUSTOMERS

Our markets and customers
	Our markets
	Competition
	Customers
	How we are structured
	How we sell our products and services

Our markets

We serve the needs of customers in the UK and in more than 170 countries worldwide.

     In the UK, regulation and the open, commercial marketplace have created one of the most competitive telecommunications markets in the world. The market is characterised by demand for increasingly lower prices, ease of use, speed, reduced operational complexity, and the ability to offer end users genuinely differentiated services with improved quality of service.

UK consumer

The market in the UK has been challenging with falling demand for fixed lines and calls. The calls and lines consumer market is valued at around £5.9bn and declined by 1% last year.

     BT’s market share of consumer fixed line revenue is 59%. We expect continuing pressure on our market share of calls and lines in particular as more people choose to buy telephony from their broadband supplier.

     The broadband market has continued to grow through the recession despite the market maturing. Broadband penetration now exceeds two-thirds of UK households.

     In the broadband market BT’s retail share of the DSL and LLU base remains strong at 35%, and our share of net additions was 44% in the fourth quarter of 2010, having remained above 40% for five consecutive quarters.

UK SMEs

We estimate that the total combined SME market for communications and IT is worth about £29bn per annum, of which BT had revenues of £2.6bn in 2010. The economic environment in 2010 has impacted the overall market with falling demand for lines and calls, slower growth in broadband, and lower IT spending. There have been fewer business start ups, a higher rate of insolvencies, and firms have been downsizing and cutting costs.

Wholesale

The UK wholesale and local access market is consolidating through the acquisition of CPs by other providers, and the merging of network and systems infrastructure. For example, Carphone Warehouse bought Tiscali, and Cable & Wireless acquired Thus. In addition, there has been consolidation in the mobile space with mobile operators 3 and T-Mobile sharing their infrastructure, as do O₂ and Vodafone. During the year, Orange and T-Mobile also agreed to merge their UK operations. The industry is also embracing internet-based, next generation communications services that are faster, more flexible and cheaper. There is greater demand than ever for lower input prices, with stronger demand for higher, cost-effective bandwidth. Our wholesale customers are increasingly positioning themselves as service providers rather than network operators. Many of the services they provide are bandwidth hungry, which presents them with a challenge during an economic downturn as they may be unwilling to commit to the high levels of capital investment required by network expansion or upgrade. This presents us with opportunities to supply a range of managed network and outsourced services leveraging our network capacity.

     BT operates in the wholesale market outside the UK, primarily through Global Telecoms Markets, the wholesale arm of BT Global Services. The business provides voice and non voice connectivity and consultancy capabilities to fixed line and mobile network operators worldwide, primarily across BT’s global network assets.

Global networked IT services

Globally, we are in the networked IT services market which is valued at around US$579bn, according to International Data Corporation (IDC). As the market responds to economic conditions, we see continued interest in network operational efficiency, workforce management, security, unified communications (where an organisation’s infrastructure, mobility, desktop and applications work together), global hosted contact centre solutions, virtualisation (where the resources of a single computer are shared across multiple applications), and ‘cloud’ services.

     As a result of the global recession, industry analysts Gartner reported the worldwide IT industry declined by 5% in the 2009 calendar year, but is expected to recover in the 2010 calendar year. We are well placed to take advantage of any upturn in the economic climate.

Competition

The markets in which we operate are very competitive.

4	In the UK consumer market, our voice and broadband offerings compete with a range of players and propositions. Our competitors include a number of well known brands that utilise BT’s infrastructure to provide competing services in telephony and broadband, and also Virgin Media which provides an alternative service utilising its own cable network.
4	In serving our SME customers, we find competition is fragmented and can depend on which services our customers take from us, simple connectivity, or one of our more popular IT services packages. For smaller accounts, we might be in competition with local start-ups or services firms such as Geek Squad. For larger SMEs, we face competition from, among others, TalkTalk (via Opal) and Cable & Wireless Worldwide. However, we retain the largest market share in voice telephony.
4	The networked IT services market is also challenging, both in the UK and internationally. Companies such as Orange Business Services and Verizon Business are targeting multinational corporations.
4	Finally, while we have the largest network in the UK, our BT Wholesale and Openreach lines of business compete regularly against other CPs either selling network capabilities to others or choosing to build their own infrastructure.

     BT GROUP PLC ANNUAL REPORT & FORM 20-F     15

REVIEW OF THE YEAR OUR MARKETS AND CUSTOMERS

Customers

We meet the needs of customers ranging from individual consumers through to multinational corporations and the communications industry. Our portfolio of products and services is sold in four customer segments by the customer-facing lines of business: BT Global Services, BT Retail, BT Wholesale and Openreach.

Multinational corporations

BT Global Services provides networked IT services to organisations ranging from multinational corporations like major banks, retailers and pharmaceutical manufacturers to local businesses and government departments, in more than 170 countries. Organisations need to be more efficient and effective. They are looking at ways to meet expectations of customer service at a time when, as a result of economic conditions, budgets are increasingly under pressure.

     We have created a powerful combination of networked IT and professional services capabilities to help our customers deliver sustainable organisations, communicate effectively, improve their own customer focus, create security and resilience, react to a changing marketplace, and increase their operational efficiency.

Public sector

As one of the largest suppliers of networked IT services for the UK Government, we are well placed to help it improve the efficiency and effectiveness of public services through networked and shared IT infrastructures, electronic purchasing and procurement, while meeting stringent security requirements. We help the Government outsource services to be more effective with the use of customer contact centres and the internet for revenue collection and benefit distribution, engagement with citizens, and mobile and flexible working.

     We are a trusted supplier of networked IT services to central and regional governments in many other countries around the world. As one example of this, an important new business win for BT Global Services this year was a major contract awarded by the Spanish government to connect its embassies across the world with national and international data networks.

     The UK Government, collectively, is our largest customer, but the provision of services to any one of its departments or agencies does not comprise a material proportion of our revenue. Except as described in Our relationship with HM Government on page 39, the commercial relationship between BT as a supplier and the UK Government as a customer has been on a normal customer and supplier basis.

SMEs

We provide the UK’s SMEs with a range of IT and communications solutions. We have around 1m SME customers, characterised by their diversity, which can be anything from a start-up or ‘micro-business’ with from one to 10 employees, through to a substantial medium-sized business with up to 1,000 or more employees. We aim to simplify the management of communications for these customers, giving them value for money and driving innovation so they can get more benefit from their investment in communications. Our broadband, e-mail, VoIP and online applications help SMEs keep in touch and communicate online with their customers, employees and suppliers, while our domain and web-hosting services make it easy for them to get online, develop their business online and sell online. Our mobile services also help our SME customers work on the move.

     ‘Cloud’ computing has great potential for delivering IT services to SMEs at lower prices. It is a style of computing where scalable and flexible IT capabilities are provided as a service to customers over the internet. We are offering business applications that exploit ‘cloud’ computing.

Consumer

We serve consumer customers in the UK with fixed lines, broadband, mobile and TV products and services. We aim to offer value-for-money packages.

     We meet the needs of the increasing numbers of consumers wanting to buy telephony, broadband and TV from a single provider. These bundled services have increased in popularity as they meet users’ needs at a fixed price. BT Vision, our on-demand television service, gives viewers access to a wide range of TV and radio channels and pay-per-view services.

     We are also the only CP to offer a special service across the UK to the more vulnerable members of our society. BT Basic offers a discount of over 60% off line rental, is available to nearly four million people on low income and also includes a call allowance.

Wholesale and carrier

Our wholesale and carrier customers are fixed and mobile operators, internet service providers, broadcasters, and other CPs. We provide these customers with a portfolio of broadband and high-speed data connectivity, interoperability, voice and interconnection services, as well as partial or fully-managed network services and platforms.

     They are a diverse group of companies, with end users ranging from large corporations to individual households.

How we are structured

We have four customer-facing lines of business: BT Global Services, BT Retail, BT Wholesale and Openreach. These are supported by two internal service units: BT Innovate & Design and BT Operate.

     BT Retail, BT Wholesale and Openreach operate mainly in the UK, where we are one of the largest communications services providers to the consumer and business markets. BT Global Services operates in the UK and globally.

     In the UK we support CPs through BT Wholesale and Openreach, and internationally through Global Telecoms Markets, a part of BT Global Services.

How we sell our products and services

BT has a portfolio of around 1,800 products and services, divided into five broad categories:

4	Managed solutions which comprise networked IT services, multi-protocol label switching (MPLS) and MNS
4	Broadband and convergence
4	Calls and lines
4	Transit, conveyance, interconnect circuits, wholesale line rental (WLR), global carrier and other wholesale products
4	Other products and services which include BT Global Services’ revenue from non UK global products and BT Retail’s Enterprises division including revenue from conferencing, directories, payphones and other select services.

16     BT GROUP PLC ANNUAL REPORT & FORM 20-F

REVIEW OF THE YEAR OUR MARKETS AND CUSTOMERS

UK consumers can contact us online, through our call centres, or in ‘stores without walls’ which are situated in prime locations in major shopping centres across the UK and provide an opportunity for our customers to interact with us face-to-face. We promote our products and services widely using a full range of media including TV and social media such as Facebook.

     We sell to the UK’s SMEs through our call centres, online, or via account teams, and also through 47 BT Local Businesses – regional franchises with their own sales staff and account management teams.

     CPs can order most of our products and services online, and we have standardised our systems and processes across our next generation broadband portfolio to streamline service delivery.

     Increasingly, our CP customers are choosing MNS. We bring BT’s economies of scale to their cost base, and they no longer have to worry about core network management, building new infrastructure or even running an engineering field force. By outsourcing these tasks to BT, our customers are free to focus on their own customers’ needs.

     Our biggest wholesale customers are supported by client directors who have a thorough understanding of the companies they support and take overall responsibility – providing products and services from our existing portfolio, and developing solutions based on their understanding of their customer’s business priorities.

     Openreach has a range of account management options from which CPs can choose. All new customers go through a specialised ‘customer establishment process’, fully supported by dedicated Openreach people. Once set up, customers mainly order through a secure online portal, where possible by integrating the Openreach order management system into their own operations.

     BT Global Services manages a wide variety of customers, with relationships of varying degrees of complexity. We have created a consistent framework for our relationships. These range from complex relationships with global multinational corporations, where we have developed a client engagement model integrating sales delivery and professional services, through to desk-based account management relationships, channel partner relationships and even web-based self-servicing for some other customers.

     BT GROUP PLC ANNUAL REPORT & FORM 20-F     17

REVIEW OF THE YEAR

OUR RESOURCES

Our resources
	Brand and reputation
	People
	Networks and platforms
	Global research capability
	Suppliers
	Property portfolio

Our resources, in particular our brand and reputation, our people, our networks and platforms, global research capability, suppliers and property portfolio are critical to delivering our business priorities.

Brand and reputation

We are committed to delivering our brand vision of helping our customers thrive in a changing world.

     We are proud to have a trusted brand that is recognised in the UK and around the world as a leader in delivering communications services.

     A strong brand is important as it helps shape our relationships with customers and suppliers, and between the people who work for the company. Customers turn to suppliers they know they can rely on.

BT marks the 1,000 day countdown to the London 2012 Olympic Games and Paralympic Games

Our partnership with the London 2012 Olympic Games and Paralympic Games is a powerful signal of the inspiring and innovative brand we aim to be. We are the official communications services partner and will be providing the critical communications infrastructure which means that working together with our fellow London 2012 technology partners we will carry every image, sports report, visit to the London 2012 website and millions of calls, e-mails and texts.

     With just over two years to go to the Olympic and Paralympic Games, our partnership with London 2012 is already delivering real benefits. The work we are doing at the Olympic Park in Stratford, East London and at event sites around the country, is helping demonstrate our capabilities to large customers. Internally, we have seen an increase in the proportion of employees who say the partnership makes them feel proud to work for BT, rising from 59% in 2009 to 71% in 2010.

     We are measuring the impact of our services using a newly developed carbon footprint methodology and will be capturing lessons learned about where savings can be made for future Games. We are also sponsoring the BT Paralympic World Cup in Manchester in May 2010, an event for elite international athletes.

     Our support for major sporting events was reinforced in February when we became an official supporter of the England 2018 FIFA World Cup bid.

People

One of our key resources is our people and we aim to maintain a team of high-performing, engaged and motivated people who can make a difference for customers, shareholders, the company and themselves. The quality of our leadership is vital to BT’s continued transformation. We aim to ensure leaders at all levels understand what is expected of them and have access to appropriate development opportunities.

     The improvement in our efficiency has enabled us to reduce our total labour resource with the majority of this reduction in indirect labour. We have a successful track record of redeploying and retraining people by helping them learn new skills and find jobs within BT’s growth areas. Some BT people are being given the opportunity to gain valuable experience and develop their skills while seconded to another organisation.

     At 31 March 2010, BT employed around 78,200 full-time equivalent people in the UK, and around 17,900 outside the UK. We also employ 32,000 people indirectly, through agencies and contractors, giving BT a total labour resource of around 128,100. This represents a reduction in total labour resource in the past year of around 20,000 people.

     We continue to support an inclusive working environment in which our people can develop their careers regardless of their race, sex, religion/beliefs, disability, marital or civil partnership status, age, sexual orientation, gender identity, gender expression or caring responsibilities and we are proud of our performance benchmarks. Our policy is for people to be paid fairly, regardless of gender, ethnic origin or disability.

     We work with specialist recruitment agencies to attract people with disabilities to work for BT and we run a retention service to ensure that talented people can stay with us even if their capabilities change.

Diversity of the BT workforce 

Target 2011	2010	2009	2008
BT will maintain a top 10 position in four of five major diversity benchmarks; four UK based, and one global

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REVIEW OF THE YEAR OUR RESOURCES

We aim to give our people the skills and the tools necessary to ensure that every customer experience is an excellent one. We offer our people a wide range of learning and re-skilling opportunities. For example, this year more than 5,000 BT people, many of whom have very few formally-recognised qualifications, are undertaking training that will lead to a nationally-recognised qualification awarded by a third party. We also support federated and group apprenticeship schemes.

Tidying waterways bordering the Olympic Park in Stratford is just one of many volunteering activities carried out by BT people

BT people are also encouraged to volunteer in their communities and about 4,000 people around the world have been involved in 2010 for around 28,700 days. The community benefits from their involvement, while they benefit from the opportunity to enhance their existing skills.

Reward and recognition

We conduct a review of salaries every year. Managers are eligible for variable, performance-related bonuses, and the long-term share incentives for our most senior managers are linked to BT’s total shareholder return and cash generation performance measured over a period of three years. For Openreach senior managers, the key measure is Openreach’s performance over a three-year period.

     Employees outside the UK currently receive an annual award of free BT shares or a cash equivalent depending on local legislation and/or regulation. In the UK, employees receive free broadband. Employees in more than 25 countries also have the opportunity to save to buy BT shares at a discount to the price at the start of the savings period. Under the BT Employee Share Investment Plan, UK employees can buy BT shares from their pre-tax and pre-National Insurance salaries. More than 50% of eligible employees participate in one or more of these plans.

     In relation to the 2010 pay review, the company made an offer to increase salaries but has not reached agreement with the Communication Workers Union (CWU) regarding a pay settlement for the team member (non manager) population. The company has reached an agreement with the pay negotiating committee of Prospect, the trade union representing managerial and professional staff, on the pay arrangements for 2010. This agreement was recommended to the membership by the executive committee of the union and it is hoped that the settlement will be accepted by the membership of the union following a ballot which is being conducted in May 2010.

Pensions

Most of BT’s UK employees are members of a pension scheme – either the BT Pension Scheme (BTPS), a defined benefit scheme, or the BT Retirement Saving Scheme (BTRSS), a defined contribution scheme. The BTPS has around 55,000 active members, 185,000 pensioners and 93,000 deferred members. The BTPS was closed to new members on 31 March 2001.

     As a result of a review of our UK pension arrangements in 2009, there have been changes to future benefit accruals under the BTPS. To ensure the scheme remains flexible, fair and sustainable in the long term, benefits built up from 1 April 2009 are now on a career average re-valued earnings basis, members’ contributions have increased, and the scheme has ceased to be contracted out of the State Second Pension. Also, the normal pension age has risen from 60 to 65. Benefits built up before 1 April 2009 remain linked to final pensionable salary.

     BT has reached agreement with the Trustee of the BTPS on the triennial funding valuation of the BTPS at 31 December 2008 and a 17-year recovery plan which is discussed in more detail in the Financial review on page 53.

     The BTRSS was set up on 1 April 2009 and has more than 17,500 active members. It is a contract-based, defined contribution arrangement, which means that what the pension members receive is linked to contributions paid, the performance of the fund and the annuity rates at retirement, rather than to their final BT salary.

Health and safety

The health and safety of our people are of paramount importance, and we continue to seek improvements by focusing on behavioural and lifestyle change. Details of time lost to injury and sickness absence are given in the graph below along with their cost to BT.

     Our lost time injury rate rose for the first time in three years, and we failed to meet our target, due to the adverse winter weather conditions in the UK resulting in an increase in injuries.

Lost time injury rate – lost time injury cases expressed as a rate per 100,000 hours worked on a 12-month rolling average 

Non financial performance
Target 2011	2010		2009		2008
Reduce to 0.18 cases		0.209		0.160		0.188

Financial performance
	2010		2009		2008
Cost to the business arising from injuries resulting in time off work		£5.6m		£7.0m	new measure in 2009

We failed to meet our target for sickness absence this year due to the H1N1 ‘swine flu’ influenza pandemic, causing an anomaly in the number of cases of colds and flu.

Sickness absence rate - percentage of calendar days lost to sickness absence expressed as a 12-month rolling average 

Non financial performance
Target 2011	2010		2009		2008
Reduce to 2.21%		2.46%		2.17%		2.43%

Financial performance
	2010	2009	2008
BT sick pay costs	£95.4m	£85.2m	£89.8m

     BT GROUP PLC ANNUAL REPORT & FORM 20-F     19

REVIEW OF THE YEAR OUR RESOURCES

People engagement and communication

Keeping our people informed about what is happening in BT is an important part of how we manage our business. We use a range of communications channels, including online news services, quarterly employee magazine and two-way communications activities such as town hall meetings and webchats.

     We have a record of stable industrial relations and constructive relationships with recognised unions in the UK and works councils elsewhere in Europe. In the UK, we recognise two main trade unions – the CWU and Prospect. We also operate a pan-European works council, the BT European Consultation Committee (BTECC).

Our values

Our values are a guide to how we get things done in BT. They describe an approach and an attitude which will help us provide a consistent customer experience:

4	Trustworthy: we do what we say we will
4	Helpful: we work as one team
4	Inspiring: we create new possibilities
4	Straightforward: we make things clear
4	Heart: we believe in what we do.

We measure BT’s relationship with employees through our annual attitude survey on a five-point scale. In 2010, this was 3.58. We have held engagement steady through challenging economic conditions. Our target for 2011 is to maintain or improve on the 2010 result.

Networks and platforms

We have the most comprehensive fixed line communications network in the UK, with around 5,600 exchanges and 670 local and 120 trunk processor units.

     We own and maintain the UK’s local access network – the copper wires and fibre connecting homes and businesses to telephone exchanges, from where phone calls and data are transmitted across the country and the world.

     More than 99% of UK premises now have access to first generation broadband which is capable of delivering up to 8Mb/s. At 31 March 2010, our second generation broadband, based on ADSL2+ technology, offered up to 20Mb/s service to 55% of UK premises, with plans to increase to up to 75% by spring 2011. We are now rolling out super-fast fibre-based broadband, with a combination of FTTC and FTTP. We aim to make our fibre services available to 4m UK premises by the end of 2010 and to be available to at least 40% of UK premises in 2012. Assuming an acceptable environment for investment, we see potential to expand our fibre roll out to around two-thirds of the UK by 2015 for an incremental investment of around £1bn.

     BT’s network platform is a global, open, software-driven IP platform, integrating various network layers into one converged multi-service network. Products and services provided on top of this flexible infrastructure give customers high-speed access and converged communications and content services. It helps us meet our customers’ needs faster and more efficiently – whether they are delivered over copper or fibre – and reduces the time it takes to get new services to market, eliminating duplication and reducing costs.

     We have also further extended our Ethernet footprint, from 600 nodes in 2009 to more than 800 in 2010. Ethernet is a next generation data connectivity service offering high-speed, lower cost connectivity for large volumes of data between sites. This expansion has enabled us to provide improved and lower cost high-speed Ethernet services across the largest footprint in the UK marketplace.

     Our international MPLS network service provides coverage and support around the world. It provides the performance, reliability, and security of a leased-line network with the scalability and flexibilities of an IP network. It delivers mission-critical data applications, as well as multimedia and our business quality IP voice service, as part of a converged voice and data solution. BT MPLS allows customers to prioritise traffic based on application, ensuring essential data applications are served irrespective of the growth of competing, lower priority traffic.

Global research capability

Technology innovation and the ability to create new and exciting products and services our customers want is critical to BT’s future.

     Our research and development team works with customers, partners and universities around the world. We have dedicated innovation scanning teams in the US, Asia, Europe and the Middle East who identified more than 500 new technologies, business propositions and market trends over the year – and global development centres in the UK, US, Europe, India and China. We have focused on bringing our innovation scanning and research teams closer to our customers, designers and product development teams so that BT can quickly capitalise on the opportunities they uncover.

     In 2010 we invested £789m (2009: £1,119m) in global research and development to support our drive for innovation. This investment comprised capitalised software development costs of £345m (2009: £529m) and research and development operating costs of £444m (2009: £590m).

     We embrace open innovation and our acquisition of Ribbit in the US in 2008 extended our ability to recruit ideas from outside our own boundaries. It provides an open platform that enables developers to create innovative voice applications and services by combining telephony and internet technologies in new ways. We give our global community of developers access to our technology through the Ribbit interface, allowing them to innovate at will – without any prior knowledge of telephony. We believe it is this community of more than 21,000 and growing registered developers that will create the next generation of communications solutions.

     In 2010 we filed patent applications for 63 inventions. We routinely seek patent protection in different countries including the US, Japan, France, Germany and China, and we currently maintain a total worldwide portfolio of around 6,400 patents and applications.

20     BT GROUP PLC ANNUAL REPORT & FORM 20-F

REVIEW OF THE YEAR OUR RESOURCES

Suppliers

BT has around 11,000 suppliers across the world, and spends approximately £12bn per annum with them, with the top 100 accounting for more than 65% of this spend. We operate a strategic sourcing process for the vast majority of spend to derive maximum value and ensure the appropriate suppliers are engaged.

     We source products and services from across the world and have procurement professionals located in 16 countries.

     We have a set of purchasing principles which ensure we act in an ethically and commercially responsible way in our business dealings with our global supply base. We work with our suppliers to ensure the goods and services we procure are made, delivered and disposed of in a socially and environmentally-responsible manner. Sustainability factors such as energy usage, environmental impact, and labour standards are embedded in our sourcing and adjudication process, and influence supplier and product selection.

Supplier relationships – a measure of the overall success of BT’s relationship with suppliers, based on our annual supplier survey 

Non financial performance
Target 2011	2010			2009			2008
To achieve a rating of 80% or more based on a response of ‘excellent’ or ‘good’ to the question: ‘How would you describe the quality of your company’s relationship with BT?’		86	%		85	%		78	%
Financial performance
	2010			2009			2008
Total spend with external supply base	£12.0bn			£13.0bn			£12.8bn
Ethical trading – a measure of the application of BT’s supply chain human rights standard

Non financial performance
Target 2011	2010	2009	2008
To achieve 100% follow up within three months for all suppliers identified as high	180 risk	78 risk	234 risk
or medium risk, through our ethical standard questionnaires	assessments	assessments	assessments
	with 100%	with 100%	with 100%
	follow up	follow up	follow up
Value of procurement contracts – where our suppliers agree that we work with them to improve sustainability impacts
Financial performance
	2010	2009	2008
Value of spend where our suppliers agree that BT ensures its purchases are made, delivered, used and disposed of in a socially and environmentally responsible manner (extrapolated from supplier survey responses)	86% of supplier spend	83% of supplier spend	66% of supplier spend

Payment of suppliers

In normal circumstances, BT’s payment terms for contracted suppliers will be to pay each due, valid and undisputed invoice between 60 and 73 days from date of receipt from the supplier. There are variations to this policy, for example interconnect payments to other telecommunications operators, low value spend, various customer-specified requirements and rates are paid in shorter timescales. In 2010, the average number of days between the invoice date and the date of the payment run for the invoice was 49 (2009: 49).

     In the UK, BT provides access to a supplier financing scheme which offers contracted suppliers the opportunity to obtain payments in advance of the agreed terms. In addition, BT subscribes to the Better Payment Practice Code, details of which can be found at www.payontime.co.uk

Property portfolio

At 31 March 2010, we occupied around 6,500 properties in the UK, and around 350 general purpose properties in the rest of the world. The majority of the UK properties are owned by – and leased from – Telereal Trillium, which is part of the William Pears Group.

     Approximately 85% of the UK portfolio consists of operational telephone exchanges which contain exchange equipment and are needed as part of our continuing activities. Other general purpose properties consist chiefly of offices, depots and computer centres.

     We are constantly monitoring our use of space. In the last two years, our focus on cost savings and efficiency has led to significant reductions in our total labour resource. This has resulted in vacant space and under-utilisation of buildings within our UK property estate. Accordingly, in 2010 we initiated a property rationalisation programme to consolidate office space within the estate.

     As detailed in the Specific items section in the Financial review on pages 45 to 46, a property rationalisation charge of £121m has been recognised in 2010. The property rationalisation programme is expected to continue over the next two years as further properties are vacated. Including the charge recognised in 2010, we expect to incur a total charge in respect of this programme of around £300m.

     Our group property team manages waste and recycling on behalf of the rest of the business. More detailed information on our performance regarding waste management and recycling is given below.

Waste to landfill and recycling – a measure of BT’s use of resources 

Non financial performance
				UK only
Target 2011	2010			2009				2008
BT Group will reduce the tonnage of waste sent to landfill by 10% from 2010 levels		15	%		17	%		22	%
	reduction			reduction			reduction
	in waste to			in waste to			in waste to
	landfill from			landfill from			landfill from
		2009			2008			2007

Financial performance
			UK only
	2010		2009		2008
Net benefit to the business of the waste programme		£1.61m		£0.67m		£0.32m

     BT GROUP PLC ANNUAL REPORT & FORM 20-F     21

REVIEW OF THE YEAR

OUR LINES OF BUSINESS

Our lines of business
	BT Global Services
	BT Retail
	BT Wholesale
	Openreach
	BT Innovate & Design
	BT Operate

Our customer-facing lines of business are BT Global Services, BT Retail, BT Wholesale and Openreach. They meet the needs of our different customer groups, supported by two internal service units, BT Innovate & Design and BT Operate.

     The financial performance of each of our customer-facing lines of business for 2010, 2009 and 2008 is discussed in this section. We measure the financial performance of BT Global Services, BT Retail, BT Wholesale and Openreach on an ‘adjusted’ basis, being revenue, EBITDA and operating profit; all stated before specific items. For BT Global Services adjusted EBITDA also excludes the impact of the contract and financial review charges recognised in 2009. For further discussion of these items, see pages 54 to 56. A reconciliation of adjusted EBITDA to group operating profit (loss) by customer-facing line of business, and for the group, is provided in the Segment information, note 1 to the consolidated financial statements on page 102. The financial performance commentaries for each customer-facing line of business also discuss movements in operating cash flow. Operating cash flow is defined as adjusted EBITDA less direct and allocated capital expenditure, working capital movements and other non cash items.

BT Global Services

How BT Global Services is changing

In 2009 a combination of higher costs, the slow delivery of cost reduction initiatives and worsening economic conditions caused the level of profitability in BT Global Services to fall significantly. The Board took action as a result of this, including changing the BT Global Services senior management team.

     The new team’s brief was to address the cost base, bring greater focus to the profitability of new contract wins and reduce shortfalls in delivery performance on existing contracts.

     The management team undertook an extensive review of BT Global Services’ financial position, contracts and operations. The financial review covered the financial performance of BT Global Services and its balance sheet position. The contract reviews covered the largest and most complex contracts and were conducted jointly with external advisors. Having completed the contract and financial reviews, charges of £1.6bn were recognised in 2009, which included £1.2bn relating to two major contracts. These charges reflected a more cautious view of the recognition of the expected and future cost efficiencies and revenues and other changes in underlying assumptions and estimates, particularly in the light of the economic outlook.

     The new management team implemented a number of process improvements in 2009 and further enhancements have been made in 2010, as noted below.

     The operational review was completed towards the end of 2009 and resulted in a revised operating model and restructuring plan to reshape and refocus the business, in order to further enhance BT Global Services’ ability to serve customers and establish a significantly lower cost base.

     In 2009 we said that we expected to incur restructuring charges of around £420m in 2010 and 2011. In 2010, we have recognised restructuring charges of £301m (2009: £280m), predominately comprising network, products and supplier rationalisation charges and people and property costs. Further restructuring charges of around £175m are expected to be incurred in 2011, giving a total charge of around £475m, above our original estimate of £420m. This increase reflects the complexities of our restructuring programme. An analysis of these charges is provided in the Specific items section of the Financial review on pages 45 to 46.

     In 2010 we implemented the new operating model in BT Global Services, which focuses on three customer segments:

4	seamless global connectivity and networked IT services to multinational corporations
4	networked IT services to customers in the UK corporate and public sectors
4	networked IT services to corporate and public sector customers outside the UK.

Other structural improvements have been made to improve the organisation. During 2010 we significantly improved contract management, risk management and performance. We have changed the way we bid for major contracts and also carry out regular in-life contract reviews to assess commercial risks and opportunities and to improve contract performance, creating independent review teams to provide additional assurance on our most significant contracts.

     Sales teams have been realigned to focus on the key customer segments, and service units have been restructured. We have brought together all design, programme and technical delivery people across the wider design organisation to standardise and create replicable solutions. This has helped us to manage and more accurately forecast demand and costs. We have continued to rationalise systems and networks. Strategy, marketing, propositions, commercial, legal and regulatory functions have also been realigned.

     We have made progress this year but we still have more to do.

Business overview

BT Global Services is a global leader in the provision of networked IT services to multinational corporations, domestic businesses, government departments and other CPs in more than 170 countries. We have a strong customer base, global reach, and a powerful combination of networked IT and professional services capabilities.

     We aim to be the global partner of choice for multinational corporations, the number one provider to business and public

22      BT GROUP PLC ANNUAL REPORT & FORM 20-F

REVIEW OF THE YEAR OUR LINES OF BUSINESS

sector organisations in the UK, and a leading player in other countries key to our customers. Our professional services consultants use in-depth knowledge of networked IT services, combined with a solid understanding of sector-based business processes, to build on the investment our customers make in networked IT services to help them to realise business benefits, including cost saving, productivity gains, competitive advantage, and improved customer experience and loyalty. We have consultants located worldwide helping our customers choose the right technology solution for their business, and how to use it to deliver what they need.

     We build and run complex networks for our customers to enable them to deliver applications critical to their success. Building on our network expertise, we provide services which include unified communications, mobility, customer relationship management (CRM) and customer contact centres, data centre services, flexible working, IT sustainability, managed security and sophisticated conferencing solutions.

     Our customers benefit from BT’s global scale, but they are sold to, and served by, our teams in their own countries and sectors who understand their specific business challenges and create locally relevant solutions.

     BT Global Services has a worldwide reach and capability. More than 300 of our top customers are headquartered in the US. In Latin America, we operate in 22 countries where we offer communications services including IP infrastructure, outsourcing solutions and business transformation.

     The world’s top stock exchanges, leading broker-dealers and biggest banks depend on BT infrastructure to provide secure, shared connectivity and services.

     BT Global Services sees the Asia Pacific region as a major area for growth and plans to further increase its capabilities to capture the dynamic business opportunities available in the fast-growing region. The new investment will build on the strong market presence already established and will align to growth plans of multinational customers as they continue to expand. Key elements will be extending our professional services, industry sector and innovation resources with enhancements to many products and services and the establishment of technology showcase centres where customers can directly experience BT’s leading edge products.

     In China we have technology and service centres providing software development, service delivery and multilingual customer support.

     Headquartered in Singapore, BT Frontline is a leading regional provider of end-to-end IT services including consulting and implementation, IT security, enterprise software and outsourcing services and solutions.

     In Europe, we are a leading provider of communication services dedicated to the corporate, SME and public sectors in Italy. In Spain, we are a leading alternative enterprise data transmission provider. Our customers in Germany include more than two-thirds of the DAX 30 companies.

     More than 20 of Switzerland’s top 100 multinational companies and international financial organisations use our services, as well as global institutions including the World Health Organisation and the United Nations. In the three Benelux countries, our 870 customers include the EU and NATO.

Operating review

In challenging market conditions we continued to win and re-sign contracts in our three key markets, with a total order value of £6.6bn in 2010 (2009: £7.9bn, 2008: £7.8bn) which reflects the continued interest in outsourcing, managed and hosted services, converged communications and security.

     The lower order intake value in 2010 reflects the market trend towards lower value and shorter contracts and longer sales lead times as customers delay decisions in the current climate.

Order intake
(£bn)

We secured a number of contract renewals and extensions with existing customers, including leading multinationals, in 2010. These included:

4	a global contract with FIAT Group to provide and manage their worldwide networked IT services with an MPLS network connecting more than 500 locations in 37 countries
4	a two-year contract extension with Eni Group, one of the world’s major integrated energy companies, to provide and manage their global telecommunications services across five continents.

Our focus on the important Asia Pacific market was demonstrated by a contract secured to provide a managed services solution for Deutsche Post DHL’s telecommunications infrastructure in 15 countries and more than 1,000 sites across the region.

     During the year we built on our expertise and leadership in the global banking and financial markets sector. New contracts in this sector included:

4	global investment bank Nomura to provide dealing room technologies and implementation of market data infrastructure
4	Commerzbank, one of Germany’s biggest banks, to manage local and wide area network across hundreds of sites.

In the UK we secured a three-year contract extension with the UK Department for Work and Pensions to provide voice, data network and contact centre solutions helping to transform their voice and data network, which regularly handles more than two million calls a day and at peak times has managed three million.

     Other UK public sector contract wins included the Ministry of Defence which awarded us a five-year contract to manage voice and data networks across 196 military bases as part of the defence fixed telecommunications service agreement BT delivers on their behalf and a seven-year deal in partnership with Capgemini to provide IT and communication services to the Environment Agency in England and Wales.

BT GROUP PLC ANNUAL REPORT & FORM 20-F      23

REVIEW OF THE YEAR OUR LINES OF BUSINESS

We continue to deliver on our National Health Service (NHS) National Programme for Information Technology contracts. We had our busiest year for deployments under our local service provider contract, where we are upgrading NHS IT systems and services across London and the South of England. Our systems and services now support more than 100,000 registered users. The Spine, the secure database and messaging service which BT has built and is managing for the NHS, continues to enable the increased use of key services to transform the NHS. Every day more than 30,000 referrals are arranged through the national electronic referrals and booking system ‘Choose and Book’, as well as the electronic transfer of around 700,000 prescription messages. N3, the secure broadband network BT has built and is managing for the NHS, now has more than 47,000 connections and connects every NHS organisation across England and more than a million NHS employees.

     Our corporate and public sector customers in our target markets outside the UK have signed a number of significant deals during the year, including contracts to provide global hosted contact centre services, network connectivity and voice services in Spain and Portugal for the security company Prosegur Activa, fixed mobile IP telephony for Dutch rail infrastructure provider ProRail to enable their employees to work flexibly, and with South Africa’s leading integrated energy and chemical company Sasol to provide and manage services including managed security. In Brazil we signed a contract with the largest retailer, Pão de Açúcar, to provide high quality network services.

     During 2010 we launched new products and service enhancements reflecting the continued market interest in outsourcing, managed and hosted services, converged communications and security. These included the releases of virtual data centre, hybrid virtual private network, hosted unified communications service, unified communications and collaboration, next generation contact centres and BT OneVoice.

     As part of our ‘right first time’ initiative, BT Global Services has improved sales order quality by 40% and the number of calls unanswered by our call centres has reduced by around 70% in 2010.

Financial performance

	2010			2009		a	2008		a
	£m			£m			£m
Adjusted revenue		8,513			8,628			7,664
Net operating costs		8,056			8,367			6,856
Adjusted EBITDA		457			261			808
Contract and financial review chargesb		–			1,639			–
EBITDA		457			(1,378	)		808
Depreciation and amortisation		815			776			744
Adjusted operating (loss) profit		(358	)		(2,154	)		64
Capital expenditure		599			886			961
Operating cash flow		(482	)		(912	)		(150	)

a	Restated. See page 101.
b	Contract and financial review charges in 2009 include £41m recognised in revenue.

In 2010 revenue decreased by 1% to £8,513m (2009: 13% increase). This decrease is after the impact of favourable foreign exchange movements of £269m and acquisitions of £11m. Excluding these, underlying revenue decreased by 4%. The reduction in underlying revenue reflects the trends seen throughout the year including the impact of mobile termination rate reductions, lower wholesale call volumes in continental Europe, declines in UK calls and lines revenue and the impact of economic conditions.

     Revenue from outside the UK increased to 50% of BT Global Services’ total revenue (2009: 48%, 2008: 40%) reflecting the impact of organic growth as well as foreign exchange movements.

	2010		2009		a	2008		a
	£m		£m			£m
Products and services
Managed solutions		5,281		5,273			4,468
Calls and lines		956		1,055			1,197
Global carrier		822		904			777
Broadband and convergence		334		321			275
Other products and services		1,120		1,075			947
Total adjusted revenue		8,513		8,628			7,664

^a Restated. See page 101.

Revenue from managed solutions remained broadly flat (2009: 18% increase). Within this, networked IT services revenue was negatively impacted by the challenging economic conditions. This was offset by increased MPLS revenue and the impact of favourable foreign exchange rate movements.

     Calls and lines revenue decreased by 9% (2009: 12% decrease), the reduced rate of decline reflecting our focus on winning new business to mitigate the continuing trend of customers migrating to alternative services including managed solutions.

     Global carrier revenue decreased by 9% (2009: 16% increase) due to the impact of mobile termination rate reductions and lower wholesale call volumes in continental Europe.

     Broadband and convergence revenue increased by 4% (2009: 17% increase) reflecting continued demand for business mobility solutions. Other revenue, principally comprising global product revenues, increased by 4% (2009: 14% increase) partially due to foreign exchange movements and global demand.

     Net operating costs decreased by 4% to £8,056m (2009: 22% increase). This decrease is after the adverse impact of foreign exchange rate movements of £285m and acquisitions of £11m. Excluding these, underlying operating costs decreased by 7%. This improvement reflects delivery of our cost saving initiatives during 2010. These initiatives have addressed our total labour cost, resulting in a reduction of more than 5,900 in total labour resource in 2010. They also reflect continued progress in the re-negotiation of better pricing through our procurement channels and the simplification of processes, systems and networks.

     As a result of our progress in addressing the cost base, adjusted EBITDA increased by 75% (2009: 68% decrease). In 2009 EBITDA was a loss of £1,378m, principally due to the contract and financial review charges of £1,639m.

     Depreciation and amortisation increased by 5% to £815m (2009: 4% increase). The increase reflects the impact of unfavourable foreign exchange movements and the timing of higher value and shorter-lived software assets which were brought into use in prior years.

     The adjusted operating loss in 2010 was £358m, an improvement compared with the loss of £2,154m in 2009. The improvement is due to the operational improvements in the

24      BT GROUP PLC ANNUAL REPORT & FORM 20-F

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performance of BT Global Services and the impact of the contract and financial review charges in 2009.

     Capital expenditure reduced by 32% to £599m in 2010 due to the timing of capital expenditure across certain of our larger customer contracts, more stringent investment return criteria and improved procurement and programme delivery.

     Operating cash outflow in 2010 almost halved from an outflow of £912m to £482m reflecting the higher EBITDA, improved working capital and lower capital expenditure. In 2009 the poor operating cash outflow reflected the unacceptable performance of BT Global Services.

BT Retail

Business overview

BT Retail has around 13m consumer lines in the UK, and around a million SME customers. We serve UK consumers and SMEs through four customer-facing divisions: BT Consumer, BT Business, BT Enterprises and BT Ireland.

2010 Revenue by division

We are the UK’s leading provider of telecommunications products and services to the consumer market, where we offer our customers innovative and value-for-money calls, lines, broadband and TV packages.

     BT Vision, our television service, now has over 6,000 hours of video on-demand content available, the most in the UK. Among its selection of more than 7,000 programmes, it has 600 films, from classics to family favourites, with seven new titles added every week. BT Vision will be expanded to include free-to-air HD programming, more interactive services, a wider choice of on-demand programming, and we will provide greater access to premium sports.

     We believe that Project Canvas, our TV joint venture with the BBC, Channel 4, Five, ITV, and others, will transform the UK TV market, combining free digital channels with free on-demand content from public service broadcasters and on-demand and interactive TV delivered over broadband.

     BT Business customers are characterised by their diversity, ranging from start-up or micro businesses with one to 10 employees, to medium-sized businesses with up to 1,000 or more.

     We offer SMEs telecommunications and IT services that were once available only to the largest businesses, helping them cut costs and improve services to their own customers. We take away their need to invest and take the burden out of implementing new technologies, so they can concentrate on their core business. We also offer them a range of specialised services through BT Enterprises.

     BT is also one of the largest single suppliers of leased line internet access to UK businesses through BT Net, which together with our Etherflow service was the first to leverage the resilience and flexibility of BT’s software-driven IP network platform, enabling new features such as our self-service Etherflow portal which makes it quicker and easier for businesses to manage and reconfigure services as their needs change. In addition, BT has the largest wholly owned estate of customer access points in the UK market – more than 800 – which increases availability and reliability while driving down the cost of high quality internet and Ethernet connectivity for our customers.

     BT Business aims to become the ‘Brand for Business’ for the UK’s SMEs. This means partnering with customers to find ways to help them grow their business, whether it be solutions that unify their IT and communications needs, or ways to help them collaborate. BT Business generated £2.6bn revenue in 2010. However, the UK’s SMEs spend in total around £29bn a year on their IT and telecommunications needs, presenting a significant opportunity for BT Business.

     BT Enterprises consists of a portfolio of businesses, including BT Conferencing, BT Directories, BT Expedite, BT Payphones and BT Redcare. Each of these businesses operates as a standalone business, with the support of BT’s brand and customer relationships.

BT Conferencing	Global provider of audio, video and internet collaboration services
BT Directories	Directory Enquiries (118 500), operator and emergency services, and The Phone Book
BT Expedite	Software and IT services for retailers. BT Expedite now supports more than 10,000 points of sale for more than 60 retailers
BT Payphones	Street, managed, prison, card and private payphones. In a declining market, we are committed to meeting our obligation to provide a public payphone service
BT Redcare	Alarm monitoring and tracking facilities

Our BT Openzone business provides wi-fi hotspots to offer broadband on the move, both to retail customers and to wholesale customers such as mobile network operators. BT Openzone has now become part of BT Enterprises.

     We design our products and services for use by as many people as possible. We have redeveloped bt.com to make it more accessible to all, including those with impaired abilities, and we are the only FTSE 100 company to hold the ‘See it Right’ industry accreditation for our inclusion website www.bt.com/inclusion

     BT Retail is also improving the sustainability of its products and services by reducing their environmental impact and improving their energy efficiency. For example, our Home Hub 2.0 has a standby facility to reduce power consumption. We are also reducing the volume of our product packaging as well as using recycled materials.

     BT Ireland operates in Northern Ireland and in the Republic of Ireland. In Northern Ireland we are the leading provider of communication services to consumers and SMEs. We are also responsible for providing regulated wholesale access via Openreach. In the Republic of Ireland, we are one of the largest

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REVIEW OF THE YEAR OUR LINES OF BUSINESS

providers of wholesale network services. Across Northern Ireland and the Republic of Ireland we are the second largest provider of IT services focusing mainly on government and major corporate customers.

Operating review

In a challenging market, BT Retail has continued to improve its profitability and its customer service performance. We have continued to invest in broadband, and have developed our offers of TV to consumers and IT services to business customers.

     BT Retail has continued to focus on making its business more efficient, with sustained cost reductions by simplifying, standardising and automating processes. Our focus on customer service improvement has contributed significantly to cost savings by removing costs of failure, such as repeat calls.

BT Consumer

The degree of competition in the retail calls and lines markets led Ofcom to remove certain restrictions in 2009 to allow BT to provide bundled products so that it could compete more effectively.

     This has given us the freedom to offer attractive bundled packages of broadband, calls and TV services. We have been encouraging customers to move to call packages, and the proportion of customers on our highest value plan has increased from 11% to 17% during 2010.

     The popularity of buying bundles of services from BT has driven average annual revenue per consumer user (ARPU) up to £309 as multi-product take up among our customers grows.

Average annual revenue per consumer user
(£)

In the broadband market, BT’s retail share of the DSL and LLU base has remained at around 35% for the last three years. Our share of net additions was 44% in the fourth quarter of 2010. We continue to invest in this market to build on our success.

BT’s retail broadband^a market share year end
(million lines)

During 2010 we started the roll out of our ADSL2+ service, delivering speeds of up to 20Mb/s at no extra cost to customers. This technology increases the speed at which customers can download information over their copper telephone line.

     We offer our customers unbeatable broadband coverage, with Home Hubs which give the widest available range in the home, supported by the largest network of hotspots.

     In January we launched BT Infinity, our super-fast fibre-based broadband proposition currently offering download speeds of up to 40 Mb/s and upload speeds of up to 10 Mb/s, which will change the way customers use the internet. We aim to make the service available to at least 40% of UK premises in 2012.

     We have entered into a commercial partnership with OnLive Inc, a Silicon Valley based ‘cloud’ computing video gaming business, which gives BT exclusive rights to bundle its game service with broadband in the UK. This service will enable customers to purchase and play video games streamed over broadband.

     We also offer consumer broadband and home phone services under the Plusnet brand which now has 369,000 customers (2009: 309,000).

     We continue to pursue growth opportunities in the TV market. BT Vision now has 467,000 customers (2009: 423,000), with the average number of views per subscriber per month up 37% year on year. Ofcom concluded its pay TV market investigation in March 2010 by requiring Sky to provide Sky Sports 1 and Sky Sports 2 at wholesale regulated prices. This should enable BT and other pay TV operators to offer premium sports channels in future at lower prices than those currently available.

     We have reached an agreement with Arqiva to supply digital terrestrial TV transmission capacity to support the planned offers of these channels. We aim to bring these offers to viewers in time for the 2010/11 Premier League season. Sky has indicated that it is planning to appeal Ofcom’s decision.

     Project Canvas achieved a significant milestone in December 2009 with the BBC Trust giving provisional approval for the BBC’s involvement which means the partners can continue developing the technology.

     Our customers also benefit from our investment in our wi-fi network. BT has the largest wi-fi hotspot estate in the UK and Ireland. Comprising BT Openzone, BT Fon and Business Hubs, our customers can now get online at more than 1.5m locations including high street chains, hotels, transport hubs, residential and commercial sites. Strong usage growth doubled BT wi-fi user traffic over the previous year. We now carry more than a billion minutes a year.

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In 2010, we signed UK wi-fi deals to provide Orange, Vodafone and O₂ with BT Openzone wi-fi access.

BT Business

The SME market is diverse and fragmented. It has been a challenging sector to operate in over the past year as the economic downturn has had a significant impact on this market.

     We were the first UK CP to make an unlimited calls, lines, broadband and mobile option available to SMEs via our BT One Plan Plus package, bringing them certainty and value for money. This has contributed to the growth of our mobile base, which now has more than 230,000 end users (2009: 188,000).

BT Business mobile end user base (excl. free mobile broadband)
(’000)

BT Business has continued to develop its activities in the SME IT services market which is worth around £19bn. This is a market characterised by fragmented competition with a clear customer need for simple IT solutions. BT Business has consolidated the IT services and companies it has acquired, integrating BT Lynx and BT Basilica into BT EngageIT and driving the performance of Dabs and BT iNet in an extremely challenging environment.

     Dabs offers customers the IT hardware components they need and has built its market share in the business-to-business market with contract wins with VT Group, QinetiQ, and CAN Media Group.

     BT iNet is a centre of excellence for Cisco technology and has won contracts in its markets but especially in higher education.

     BT EngageIT provides IT hardware and software infrastructure solutions to medium-sized business-to-business customers in both the public and private sector. During 2010 BT EngageIT has achieved some notable customer wins including the Environment Agency and UK Anti Doping.

BT Enterprises

BT Enterprises comprises five standalone businesses, all of which made progress in 2010.

     In February BT Conferencing introduced interoperability between the world’s top three videoconferencing systems. It has now installed more than 500 immersive networked telepresence rooms worldwide. Air travel disruption and other global incidents have promoted the use of conferencing services. Businesses are also more environmentally aware and can reduce CO₂ emissions by using BT Conferencing’s services to cut down on travel. We are working to maximise revenue with our existing accounts by finding new applications and new users, and by working with other parts of BT to acquire new customers who are either existing or first time conferencing users. More than half of BT Conferencing’s revenue comes from outside the UK.

     The integration of UFindus, now known as BT Customerstreet, into BT Directories further strengthens our online directory offering.

     In May we introduced a new product range, BT Redcare Agile which meets the high industry security standards. BT Redcare is aiming to migrate customers to IP-based security services.

     In July luxury shirtmaker Thomas Pink, retail fashion chain Warehouse and JJB Sports became the first businesses in the UK to commit to use BT Expedite’s Integrated Store technology to link their high street and online operations. Major new contracts included installing BT Expedite’s latest store electronic point of sale system at New Look, and building e-commerce websites for JJB Sports and Snow & Rock.

BT Ireland

Despite the challenging economic conditions, particularly in the Republic of Ireland, we continued to secure major private and public sector contracts during 2010.

     In July we signed a contract with Vodafone in the Republic of Ireland for the provision of wholesale network services over a seven-year period, and the transfer of BT’s consumer and SME broadband and voice customer base to Vodafone.

     In December we signed a contract with the Northern Ireland government to extend the roll out of fibre-based broadband beyond our existing commercial deployment plans through a combination of public-private sector investment and European Union funding.

     In November we announced a multi-million pound investment in our contact centre operations in Northern Ireland, with the creation of two dedicated digital care sites, enabling our customers to access the highest quality of customer support via e-mail, live chat and other web-based contact including proactive support channels such as Twitter. This development involves advanced training and development of more than 600 BT customer care advisors in Northern Ireland.

     Our achievements in this market were recognised by BT being named Northern Ireland’s Responsible Company of the Year 2009 by Business in the Community for our role in helping build economically sustainable and socially inclusive communities.

     We have delivered significant cost savings over the year as a result of labour efficiencies, property rationalisation and optimisation of marketing spend.

Customer service delivery

We have a range of programmes in progress which are designed to improve the customer experience and take the cost of failure out of the business. Customers are noticing the difference: this year we have seen a reduction of around a third in the number of enquiries about bills. Core service costs (labour and non labour) have fallen 12% over the same period as we enhance self-service capabilities and cut down call transfers. We also increasingly resolve customer complaints and queries on first contact with no repeat calls.

     We will continue to build on this positive momentum, with a sustained focus on systems, processes and people.

     In order to serve our customers better, we are expanding our channels where customers can contact us or find self-help support, including Twitter, bt.com community forums, YouTube and Live Chat.

BT GROUP PLC ANNUAL REPORT & FORM 20-F      27

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Financial performance

	2010		2009		a	2008		a
	£m		£m			£m
Revenue		8,297		8,663			8,682
Net operating costs		6,447		6,999			7,153
Adjusted EBITDA		1,850		1,664			1,529
Depreciation and amortisation		459		426			445
Adjusted operating profit		1,391		1,238			1,084
Capital expenditure		417		471			579
Operating cash flow		1,640		1,064			1,011

^a Restated. See page 101.

In 2010 revenue decreased by 4% to £8,297m (2009: flat). Revenue benefited from favourable foreign exchange rate movements of £31m, acquisitions of £18m and a one-off benefit of £40m relating to prior periods. Excluding these, revenue declined by 5%.

     BT Consumer and BT Business revenue decreased by 3% and 9%, respectively (2009: 4% decrease and 1% increase, respectively), reflecting the continued reduction in calls and lines revenue. Both the BT Consumer and BT Business divisions faced challenging market conditions throughout 2010, arising from a combination of the economic climate, particularly in the business market where the level of insolvencies has remained high, and competitive pressure.

	2010		2009		a	2008		a
	£m		£m			£m
Products and services
Calls and lines		5,031		5,422			5,745
Broadband and convergence		1,316		1,313			1,201
Managed solutions		588		599			530
Other products and services		989		986			941
External revenue		7,924		8,320			8,417
Internal revenue		373		343			265
Total		8,297		8,663			8,682

^a Restated. See page 101.

Calls and lines revenue decreased by 7% in 2010 (2009: 6% decrease) reflecting the economy and the increasingly competitive market environment.

     Broadband and convergence revenue remained broadly flat (2009: 9% increase) in 2010, reflecting the successful retention of customers in the maturing broadband market, together with revenue from services such as BT Vision and mobility.

     Managed solutions (ICT) revenue decreased by 2% in 2010 (2009: 13% increase) reflecting the economic conditions in the business market compared with 2009.

     Other products and services revenue, which principally comprises our Enterprises division, remained broadly flat in 2010 (2009: 5% increase).

     Net operating costs decreased by 8% (2009: 2% decrease). Excluding the impact of unfavourable foreign exchange movements of £27m, acquisitions of £16m and a favourable one-off internal rebate of £15m relating to prior periods, underlying costs reduced by 8%. The decrease reflects the reduction in revenue but also the success of our cost saving initiatives which focused on labour productivity and supplier management.

     The above factors contributed to an 11% increase (2009: 9% increase) in adjusted EBITDA in 2010, including one-off benefits of £55m.

     Depreciation and amortisation increased by 8% to £459m (2009: 4% decrease) due to higher value and shorter-lived assets being brought into use in recent years.

     Adjusted operating profit increased by 12% to £1,391m in 2010 (2009: 14% increase).

     Capital expenditure decreased by 11% to £417m in 2010 (2009: 19% decrease), due to improved procurement and management of capital expenditure.

     Operating cash flow increased by 54% to £1,640m, a significant improvement compared with a 5% increase in 2009. This reflects the higher EBITDA, improved customer cash collections and lower capital expenditure.

BT Wholesale

Business overview

BT Wholesale provides products and solutions to CPs in the UK and worldwide. It meets the wide-ranging needs of more than 1,000 CPs in the UK, as well as worldwide through a working relationship with Global Telecoms Markets, the wholesale arm of BT Global Services.

     We provide our customers with access to BT’s platforms, skills and technology, making BT’s investments and economies of scale work for their benefit, both in the UK and across the globe.

     We provide communications services and partially or fully managed solutions for customers ranging from mobile and fixed line operators to internet services providers, broadcast organisations and smaller resellers.

     We offer wholesale products but can also manage a customer’s network infrastructure via our MNS solutions, as we do for customers like Virgin Media and KCOM Group. Our white label managed services are designed for customers who have not invested in fixed line infrastructure or want to enter the fixed line communications market for the first time. Customers like the Post Office and Scottish and Southern Energy, as well as Vodafone and O₂’s fixed line businesses, fall into this category.

     We support the mobile industry with fixed line services that connect thousands of base stations across the UK to the mobile network operators’ core networks, without the capital investment and time to market that a self build option would require. We have managed services contracts in place with all of the UK’s mobile network operators to help them manage the growth in mobile data and video content volumes generated by 3G services as well as national wi-fi access through BT Openzone.

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Products and services

Wholesale Ethernet

We offer IP-based Ethernet services across the widest national footprint in the UK market, giving customers high-speed data connectivity at a range of speeds. At 31 March 2010, Wholesale Ethernet was available from more than 800 nodes throughout the UK (2009: 600 nodes).

Private and partial private circuits

BT Wholesale is the largest provider of analogue data circuits in the UK which help our customers extend the reach of their services and act as infill solutions for their own networks.

Wholesale broadband

We are the UK’s largest wholesale provider of broadband nationally. We currently enable more than 8m broadband lines in the UK, including CP customers who have invested in their own broadband infrastructure and use our services outside their own network footprint.

     We offer a range of broadband services, delivered over copper and fibre with speeds of up to 8 Mb/s (ADSL), up to 20Mb/s (ADSL2+) and up to 40Mb/s and up to 100 Mb/s over fibre. At 31 March 2010, our up to 20Mb/s service, based on ADSL2+ technology, was available from exchanges serving 55% of UK premises (2009: 40%). In January 2010, we introduced Wholesale Broadband Connect Fibre, a wholesale variant of BT’s fibre-based broadband service tailored to the needs of CPs.

Content distribution network

We are introducing a content distribution network in 2011 that will help our CP customers manage the rapidly rising volume of video content that is being downloaded over fixed and broadband networks. Our network will make this traffic more cost efficient for CPs to manage and will enable a range of new business models for digital content.

Capacity and call-based products

We continue to sell a wide range of capacity and call-based products and services, including regulated and new, non regulated ones. As we refresh our core portfolio with next generation replacements, we will, over time, migrate these services to our IP network platform, decommissioning parts of our legacy systems. One of these new products is IP Exchange, BT Wholesale’s global IP interoperability platform that allows CPs to manage traditional and IP voice calls, on a single gateway, regardless of whether the calls are from mobile or fixed networks.

Operating review

During 2010 BT Wholesale stabilised its financial performance, as demonstrated by the improving EBITDA trend.

     This was achieved through a realignment of our business’s organisational structure to match more closely the changing needs of our markets, success in winning a range of new MNS contracts, the introduction of next generation broadband and Ethernet services, and focused cost and labour resource reduction. Much of our cost reduction was delivered through improvements in service quality and a focus on improving the delivery of products and services ‘right first time’.

      Year-on-year EBITDA movement
(%)

     We are focused on the continuous improvement of our customer experience. This year, for example, we have reduced the number of high level complaints by more than 35% and since 2006 we have nearly doubled the average time between faults for our data customers, from a fault every two years to a fault every three and a half. We have also improved the service delivery of our new next generation broadband service to a level comparable with our traditional broadband service.

      Revenue under long-term contract
(%)

The majority of BT Wholesale’s largest UK customers by revenue have signed long-term MNS contracts, typically for between three and five years. As a result, the proportion of our business underpinned by long-term contracts has increased from 10% in 2007 to 40% in March 2010. These contracts include a high proportion of products and services with low levels of bespoke development. This allows us to defend product and service revenues, as well as creating new opportunities for growth. Managed services revenue is growing, and accounted for 22% of BT Wholesale’s external revenue in 2010, up from 15% the previous year.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     29

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2010 External revenue by customer

In 2010 we signed MNS contracts with a total order value of £1.8bn (2009: £1.3bn), including:

4	A 10-year network outsourcing agreement with KCOM Group to provide the operator with a fully-managed, national operational capability and a new streamlined portfolio of next generation products and services
4	A long-term agreement to provide O2 with fixed line broadband services to enable it to offer fixed line services to the SME market in the UK for the first time
4	A long-term contract with Vodafone UK to enable it to introduce unified communications to UK SMEs
4	A five-year agreement to consolidate O2’s core fixed and mobile networks in the UK into one cost-effective network using BT’s IP network platform.

We also signed a major international voice services agreement with Tata Communications that allows both parties to benefit from shared resources and lower costs as part of a global supply agreement.

MNS as a growing proportion of external revenue
(%)

In April 2010 BT Wholesale signed a major MNS contract with Orange UK to take on the management and development of its UK fixed line broadband infrastructure for consumers and SMEs. Over the next 15 months we will migrate Orange UK’s LLU-based customers to the BT Wholesale broadband platform.

     Around half of BT Wholesale’s activity in the UK remains subject to UK and European Union industry regulation and regulatory pricing. During 2010 mobile termination rates across Europe were reduced, eroding some £140m from BT Wholesale’s 2010 revenue, but with no impact on profitability.

Financial performance

	2010		2009		a	2008		a
	£m		£m			£m
Revenue		4,450		4,658			4,959
Internal revenue		1,227		1,228			1,252
External revenue		3,223		3,430			3,707
Net operating costs		3,171		3,381			3,553
Adjusted EBITDA		1,279		1,277			1,406
Depreciation and amortisation		680		686			893
Adjusted operating profit		599		591			513
Capital expenditure		325		435			522
Operating cash flow		844		824			800

^a Restated. See page 101.

In 2010 revenue declined by 4% to £4,450m (2009: 6% decline), an improvement in the rate of decline. The overall decrease principally reflects reductions in transit revenue, largely driven by the decline in mobile termination rates, which has no impact on EBITDA. Excluding transit, revenue declined by 1% compared with 2009.

	2010		2009		a	2008		a
	£m		£m			£m
Products and services
Transit, conveyance and WLR		1,521		1,828			2,113
Managed network services		715		518			295
Broadband and convergence		431		482			624
Calls and lines		306		385			462
Other products and services		250		217			213
Total external revenue		3,223		3,430			3,707
Internal revenue		1,227		1,228			1,252
		4,450		4,658			4,959

^a Restated. See page 101.

Transit, conveyance and WLR revenue decreased by 17% (2009: 13% decrease). This decline has arisen principally as a result of the price impact of mobile termination rate reductions.

     Broadband and convergence revenue decreased by 11% due to the continued trend of CPs switching to LLU provided by Openreach although the rate of decline slowed compared with 23% in 2009 as the majority of the LLU migration took place in that year.

     These declines have been partially offset by an increase of 38% in MNS revenue (2009: 43% increase).

     Calls and lines revenue decreased by 20% (2009: 17% decrease) reflecting lower circuit volumes and the substitution impact as customers migrate to long-term MNS contract arrangements.

     Other products and services revenue increased by 15% (2009: 2% increase).

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Net operating costs decreased by 6% (2009: 5% decrease), partly due to the decline in revenue and lower mobile termination rates, but also due to the impact of our cost efficiency programmes principally through reductions in our total labour resource.

     Adjusted EBITDA remained broadly flat at £1,279m (2009: 9% decrease), reflecting the delivery of our cost efficiency programmes and growth in managed network services revenue offsetting the decline in traditional products such as broadband.

     Depreciation and amortisation decreased by 1% to £680m (2009: 23% decrease). The slowdown in the rate of decrease was due to certain legacy assets becoming fully depreciated in 2010.

     Adjusted operating profit increased by 1% (2009: 15% increase) due to the slight improvement in EBITDA and the lower level of depreciation and amortisation.

     Capital expenditure decreased 25% to £325m in 2010 (2009: 17% decrease), reflecting improved procurement terms and more stringent investment return criteria.

     Operating cash flow increased by 2% to £844m in 2010 (2009: 3% increase) due primarily to the reduction in capital expenditure, although this was partially offset by the negative impact of intra-group VAT settlements with Openreach.

Openreach

Business overview

Openreach was created in 2006 and is responsible for the crucial ‘first mile’ of the UK telecommunications network – the copper wires and fibre connecting homes and businesses to their local telephone exchange via fixed line local and backhaul connections. It offers all Openreach CP customers (currently more than 480, including other BT lines of business) fair, equal and open access to its networks.

     Openreach operates in a competitive environment both from other providers of fixed network capacity and substitution into the mobile market, and many of our products’ prices are covered by regulation. Our performance is influenced by economic conditions, as recessionary periods increase the risk of business failure and loss of line rental, and low activity in the housing market reduces churn and hence connections. In prior years, poor weather had a significant impact on the network increasing faults, but following improvements in sealing the network, it is now only affected by severe weather conditions.

     Our 19,000 field engineers work on behalf of all CPs, enabling them to provide their customers with a range of services from analogue telephone lines to complex networked IT services.

     To meet our customers’ requirements with a greater degree of flexibility and efficiency, an agreement was reached with the CWU to introduce more flexible working hours, effective from April 2010.

     Openreach operates a fleet of more than 20,000 vehicles and is committed to finding innovative ways to minimise its environmental impact. During the year we equipped more than 13,000 vans with satellite location technology that, together with improved business practices, will save time, reduce our carbon footprint and improve our responsiveness to customer needs. The fuel consumed by BT’s commercial fleet reduced by 10% compared with 2009.

Products and services

We offer our customers a range of products that meet their needs – from Ethernet to fibre-based broadband. Our products and services are designed to provide our customers with the tools they need to meet the increasing demands of their customers today, while helping them to plan their services of the future.

Wholesale line rental (WLR)

WLR enables CPs to offer telephony services with their own brand and pricing structure over BT’s network. At 31 March 2010, Openreach was providing 17.9m WLR lines to other BT lines of business, and 6m to other CPs. Of the lines provided to other CPs, 4.8m were WLR analogue lines (up 6% on 2009) and 1.2m were WLR digital channels (up 11% on 2009).

Local loop unbundling (LLU)

LLU enables CPs to use the lines connecting BT exchanges to end users’ premises, and to install their own equipment in those exchanges. In 2009, 84% of UK premises were served by an unbundled exchange. At 31 March 2010, there were 14.8m unbundled lines in the UK, up 7% on the previous year. Of these, 8.2m were for other BT lines of business to support broadband services and 6.6m were for other CPs. More than 30 CPs are providing unbundled services, and Openreach is fulfilling more than 94,000 LLU orders a week.

Ethernet

Openreach’s Ethernet products offer CPs a wide choice of high-bandwidth circuits to build or extend their customers’ data networks. We made major reductions in the connection and rental charges of services in our Ethernet portfolio in February 2009 and January 2010, which have improved the access and backhaul markets in the UK, and support the growth of data-intensive applications.

Fibre-based broadband roll out

Exchanges announced to date for fibre-based broadband services.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     31

REVIEW OF THE YEAR OUR LINES OF BUSINESS

Fibre-based broadband access

Pilots of our fibre-based broadband access service in Whitchurch, South Glamorgan and Muswell Hill, North London proved the effectiveness of FTTC solutions. We have also continued trials of FTTP at Ebbsfleet to prove the technology in a greenfield location, and have announced further brownfield trials at Highams Park in East London and Bradwell Abbey in Buckinghamshire for this year. Mass deployment of FTTC accelerated during 2010. We aim to make our fibre services available to 4m UK premises by the end of 2010, and to be available to at least 40% of UK premises in 2012, with an expected 25% of these being FTTP and the remainder FTTC.

Operating review

In 2010 Openreach made significant improvements in the quality of service delivery of its products.

     Faults due to the access network reduced by 11% compared with the previous year as a result of our focused network investment and quality programmes. Over the past three years, fault rates have reduced from one fault every nine years to one fault every 15 years.

     Ofcom’s charge controls on Openreach impacted the LLU, WLR and Ethernet products. Both the LLU and WLR controls expire on 31 March 2011 and importantly, the former allowed Openreach to raise the price of Metallic Path Facilities (MPF) rentals. The controls which apply to Ethernet require downward movement in prices each year for the period until September 2012.

     Ofcom has agreed two variations to BT’s Undertakings which allow Openreach to control and operate fibre-based broadband access equipment for FTTC and FTTP deployments, and has also confirmed its approach that, for the time being, there will be no predicted future price regulation applied to BT’s new fibre-based products.

     Some key customers are taking the decision to reduce ongoing rental costs by moving from WLR and Shared Metallic Path Facility (SMPF) to MPF, taking advantage of the difference in the regulated prices.

     In 2010 our cost transformation programmes have provided the platform to deliver continued efficiencies which have allowed us to resource our fibre-based broadband roll out and, at the same time, reduce our total labour resource as well as enabling future productivity improvements to be made.

     Supplier contract renegotiations, engineering process improvements and more orders delivered ‘right first time’ have all helped to reduce costs further.

A BT engineer during the winter snow

During 2010, we rationalised our civil engineering work, reducing from several suppliers to a single long-term national contract with a Carillion-Telent joint venture.

     The winter of 2010 saw some extreme weather conditions in the UK with considerable flooding and snow. Our engineers demonstrated their commitment by working hard to keep our customers connected. On 20 November 2009, just under 10,000 phone lines and 37,000 broadband lines were cut off as bridges collapsed and extensive flooding affected homes and businesses in an area of Cumbria. Within 12 hours phone services to the majority of customers had been restored and most broadband lines were working again within 36 hours.

Financial performance

	2010		2009		2008
	£m		£m		£m
External revenue		1,211		1,013		888
Revenue from other BT lines of business		3,953		4,218		4,378
Revenue		5,164		5,231		5,266
Net operating costs		3,204		3,235		3,355
Adjusted EBITDA		1,960		1,996		1,911
Depreciation and amortisation		856		778		689
Adjusted operating profit		1,104		1,218		1,222
Capital expenditure		907		951		1,073
Operating cash flow		1,167		1,079		841

In 2010 revenue decreased by 1% (2009: 1% decrease). The 2010 decrease reflects lower Ethernet prices, a reduced WLR base due to the depressed housing market and the difficult economic conditions. These factors were partially offset by volume growth in Ethernet and LLU which now forms 26% of our revenue, with WLR at 56%, reflecting the change in mix compared with 2009 (23% and 59%, respectively). This was due to the growth in the broadband market and the ongoing migration of end customers from BT to other CPs as well as targeted offers to the CP community to help stimulate and drive demand for our products.

     External revenue was £1,211m in 2010, an increase of 20% (2009: 14% increase) and reflecting the continuing migration of end customers to other CPs’ WLR and in particular, LLU rentals. External revenue represented 23% of our revenue in 2010 compared with 19% in 2009 and 17% in 2008.

     Revenue from other BT lines of business decreased by 6% to £3,953m in 2010 (2009: 4% decrease). These reductions reflect the shift of WLR and LLU volumes from other BT lines of business to external CPs and the effect of lower Ethernet prices, partially offset by volume increases.

     Net operating costs decreased by 1% in 2010 (2009: 4% decrease). Cost reductions have been achieved through a decrease in total labour costs, process improvements and efficiencies and a reduction in the number of faults due to the improved quality of our network and lower levels of connection activity.

     Adjusted EBITDA decreased by 2% (2009: 4% increase) as the reduction in revenue was only partially offset by cost savings.
     Depreciation and amortisation increased by 10% to £856m (2009: 13% increase) reflecting the higher value and shorter-lived

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software assets being brought into use in 2010 and also our ongoing investment in systems to support new products and services.

     Adjusted operating profit decreased by 9% to £1,104m in 2010 (2009: broadly flat) due principally to the higher depreciation and amortisation.

     Capital expenditure decreased by 5% in 2010 to £907m (2009: 11% decrease), with the investment in our super-fast fibre access network being more than offset by lower own work capitalised following the delivery of significant efficiency savings.

     Operating cash flow increased by 8% in 2010 to £1,167m (2009: 28% increase) due to the lower capital expenditure and the beneficial impact of intra-group VAT settlements with BT Wholesale.

BT Innovate & Design

BT Innovate & Design is responsible for the innovation, design, development and delivery of the processes, networks and platforms on behalf of the customer-facing lines of business and which run BT’s business. These are operated and run by BT Operate.

     BT Innovate & Design has an operating model focused on delivery, with strong cost and quality management, which includes the whole lifecycle of both the network and associated software. In addition, by having the innovation, design and development skills within one team we are able to bring innovation closer to the customer, bringing new ideas, products and services to market faster, cheaper and more effectively for our customers. This is supported through the use of global development centres (in the UK, US, Europe, India and China) which improve collaboration, agility and efficiency in network and software development by bringing together the development teams and customers.

     We continue to reduce our cost base through a combination of cost controls and efficiency measures, whilst improving quality and meeting demand. In 2010 we reduced our unit costs by 31% through a quality delivery process, which focuses on re-use, consolidation and standardisation, the metrication of software which can be used to guide decisions about development, and supplier management.

BT Operate

BT Operate manages BT’s IT and network infrastructure platforms as a single converged operation, providing a seamless IT infrastructure. BT Operate also runs parts of other CPs’ networks on behalf of the customer-facing lines of business, and is responsible for delivery of the products and services BT sells to its customers.

     We set and manage security policy and processes throughout BT, enabling us to meet the requirements of our customers, both in the UK and globally.

     BT Operate also manages the group’s energy policy which aims to reduce consumption, establish security of supply, and reduce carbon emissions. The renewal of our green energy contract until 2014 means we continue to meet approximately 40% of our electricity needs in the UK from renewable sources, and almost 60% from combined heat and power generation. We are investigating how to use more renewable electricity or new technologies, such as developing our own wind farms.

     The chart below shows BT’s worldwide CO₂ equivalent (CO₂e) emissions and progress towards reducing our CO₂e emissions intensity by 80% from 1997 levels by 2020. We have reduced our absolute CO₂e emissions by 51% and our carbon intensity by 54% (from 1997 levels) taking into account the purchase of zero and low carbon electricity. Our full carbon accounts are available in our 2010 Sustainability Report, available at www.bt.com/betterworld

      BT’s worldwide CO₂ equivalent emissions

In 2010 we achieved a significant reduction in our total labour resource, more efficient business operations and improved supply chain management. We also continued to reduce the number of IT incidents across the network as well as improving its reliability.

     We have reduced the number of IT incidents across the network by 33% over the last two years.

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REVIEW OF THE YEAR

OUR CORPORATE RESPONSIBILITY

Our corporate responsibility

	Helping tackle climate change
	Developing sustainable customer solutions
	Enabling skills for an inclusive society
	Charity support
	Our corporate responsibility risks
	Recognition of our contribution
	Further information

We have a long track record of acting responsibly. We have established policies on equal opportunities, fair pay and anti-bullying. Our environmental management system dates back to 1991, and during 2010 we celebrated the tenth anniversary of our ISO14001 certification. We have been providing solutions for our older and less able customers since 1984.

     Our statement of business practice, The Way We Work, provides the principles to which all our people are expected to comply, and is championed by senior executives throughout BT.

     We want to make a difference to some of the global challenges society faces, and are focusing our activities on three key areas: climate change; developing sustainable customer solutions; and enabling skills for an inclusive society.

     This year we invested money, time and in-kind contributions worth £26.4m supporting responsible and sustainable business activities, meeting our commitment to invest at least 1% of group pre-tax profits.

     Our target for 2011 is to maintain a minimum investment of 1% of underlying pre-tax profits in our community.

Community investment

(£m)

We meet the guidelines of the Association of British Insurers in reporting on social performance and have also applied the Prince of Wales’ Accounting for Sustainability reporting framework.

Helping tackle climate change

We can play a significant role helping our customers in the move to a low carbon economy, and can already see the start of this transition with growing customer demand for lower carbon products and services – reducing costs, improving energy efficiency and boosting productivity.

     At the same time, we need to continue to minimise our own carbon footprint, and have set ourselves one of the most aggressive corporate emissions reduction targets in the world to help transform BT into a less carbon-intensive business. By 2020 we aim to have reduced the carbon intensity of our global business by 80% compared with our 1997 base year.

     BT Operate is responsible for BT’s energy policy, including reducing carbon emissions (see Our lines of business – BT Operate on page 33).

Developing sustainable customer solutions

Our work in this area has two elements: embedding sustainability, and supporting the low carbon economy. Our sustainability framework is now part of BT’s portfolio development process, comprising environmental, economic and societal criteria. Our series of detailed standards help our product teams source products with a lower environmental impact, and we are working with industry bodies to raise standards across the global IT supply chain. Our centre of excellence for inclusive design helps BT product designers embed inclusive design principles from the beginning of the development process, and incorporate accessibility features across our consumer product range.

     We broadened our ethical key performance indicator this year to help measure the impact of our ethics training and other activities designed to raise employee awareness of our policies on issues such as bribery and corruption, and receiving or offering hospitality. Our result for the first year was 3.58 out of five.

     We have been working to develop our market propositions supporting the low carbon economy. The table below shows the value of customer contract bids which include a sustainability element.

Financial performance

	2010	2009	a	2008	a
Customer bids with a sustainability element	£2.1bn	£1.5bn		£2.6bn

^a We have improved the way we collect this data during the year and have restated 2009 and 2008 figures.

Enabling skills for an inclusive society

We want everyone to share the benefits of communications technology. Our inclusive society programme promotes inclusion by making our products readily available, affordable and easy to use; increasing communication and IT skills through community investment programmes; and creating an inclusive culture across BT.

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REVIEW OF THE YEAR OUR CORPORATE RESPONSIBILITY

     During the last year, we have been working to identify the skills our people need to integrate sustainability fully into their development and business decisions.

     Through our digital inclusion projects we work with partners to help older people, disadvantaged communities and individuals gain IT skills they can use to improve their lives.

Our programmes to target barriers to digital inclusion in 2010 included the BT Internet Rangers website, providing tools for young people to teach older relatives how to use the internet; BT Community Connections, providing laptops, broadband and IT equipment to community organisations in deprived areas across the UK and the Republic of Ireland; and our work with Katha, an education charity, which is bringing IT education and training to disadvantaged children in India in Delhi’s poorest communities at the Katha Information Technology E-Commerce School. With our help, since 2001 Katha has awarded more than 16,000 IT certificates of which 54% went to girls and women.

     As one of six London 2012 Sustainability Partners we want to leave a lasting legacy by making the most of what we do best - bringing people together using eco-efficient technologies.

Charity support

BT works with strategic charity partners in the UK as well as local charities across Europe and the Americas. Our people gave £2.5m to charity in 2010, matched by a BT contribution of £1m.

     Our strategic charity partner in the UK is ChildLine, an organisation that provides support for children and young people, including a 24-hour helpline. We support ChildLine through strategic and technical support, fundraising, and by donating money, equipment and expertise. BT people also volunteer as ChildLine counsellors.

     BT has invested £1.5m in Inspiring Young Minds, a three-year strategic partnership with UNICEF which brings education, IT and communication skills to disadvantaged children in South Africa, Brazil and China.

     The programme started in South Africa in 2007, was expanded to Brazil a year later and in 2010 the initiative was launched in China. In its first year in China, more than 6,600 students at 40 schools in poorer areas have had access to IT equipment through the programme. In 2011, the equipment will be used to enable cultural exchanges and remote learning between the students of the Hong Kong Polytechnic University and those in mainland China.

     We are providing support over two years to One Economy, a new digital literacy partnership in the US, to help young people teach adults how to use the internet.

     We use our communications expertise to support fundraising telethons including Children in Need, Comic Relief, Sport Relief and the Disasters Emergency Committee (DEC). We helped raise more than £100m in 2010 by providing equipment; telephony and network management; call centres and BT people to take calls/donations; an online giving platform; and communications and PR support.

     The ongoing partnership between Openreach and I CAN, the children’s communication charity, aims to ensure that everyone in contact with children up to the age of 11 knows how important communication is, what communication difficulties look like and what they can do to help.

BT people take calls/donations for Sport Relief and other telethons

Our corporate responsibility (CR) risks

We quantify the most significant social, environmental and ethical risks to BT in our CR risk register. This is updated twice a year and reviewed annually by our Board and our external Leadership Advisory Panel.

     We currently have seven CR risks which we monitor and report on, four of which are managed by the CR risk forum:

4	Mitigating climate change impacts such as increased costs associated with changing legislation
4	Adapting our business to reduce our exposure to the direct impacts of climate change, such as severe weather
4	The effect of diversity on employee relations and customer service
4	Unacceptable supply chain working conditions.
	We manage the following three CR risks at group level:
4	Health and safety risks to employees and the public exposed to BT operations
4	Breach of integrity leading to a loss of trust in BT
4	Loss of trust caused by unintended release of private customer data which is part of our Security and resilience risk (see Our risks on page 37).

Each of these seven CR risks has a senior management owner and a mitigation strategy in place. Aside from the loss of trust caused by unintended release of private customer data, these CR risks are not regarded as material in relation to the group, and consequently are not included in Our risks on page 36.

Recognition of our contribution

We have been ranked seventh in the list of 60 top green businesses in Britain in this year’s Best Green Companies Awards announced by The Sunday Times, and won a number of awards for CR, including the prestigious Queen’s Award for Enterprise for Sustainable Development and Business in the Community’s Community Mark and ‘platinum plus recognition’. We have been in the top 5% of our sector in the Dow Jones Sustainability Index for the last nine years.

Further information

More detailed information about our CR and sustainability performance is available on our independently verified 2010 sustainability report at www.bt.com/betterworld

BT GROUP PLC ANNUAL REPORT & FORM 20-F     35

REVIEW OF THE YEAR

OUR RISKS

Our risks

	Principal risks and uncertainties
	Competitive activity
	Global economic and credit market conditions
	Regulatory controls
	Major contracts
	Security and resilience
	Pensions

Principal risks and uncertainties

In common with all businesses, BT is affected by a number of risks and uncertainties, not all of which are wholly within our control. Although many of the risks and uncertainties influencing our performance are macroeconomic and likely to affect the performance of businesses generally, others are particular to our operations.

     This section highlights some of those particular risks and uncertainties affecting our business but it is not intended to be an extensive analysis of all risk and uncertainty affecting our business. Some may be unknown to us and others, currently regarded as immaterial, could turn out to be material. All of them have the potential to impact our business, revenue, profits, assets, liquidity and capital resources adversely.

     We have a defined enterprise-wide risk management process for identifying, evaluating and managing the significant risks faced by the group. The key features of the risk management process are provided in Internal control and risk management on page 80. The group risk register captures the most significant risks facing the business. Each risk is assigned a senior management owner responsible for monitoring and evaluating the risk and the mitigation strategies. The group risk register has been reviewed by the Operating Committee before being reviewed and approved by the Board. The principal risks below are all identified on the group risk register.

     The principal risks and uncertainties should be considered in conjunction with the risk management process, the forward-looking statements for this document and the Cautionary statement regarding forward-looking statements on page 156.

Competitive activity

As detailed on page 15, we operate in markets which are characterised by high levels of competition. While there are many factors which contribute to the high level of competition the prominent factors include regulatory intervention which is focused on promoting competition, technology substitution, market and service convergence, customer churn, declining levels of market differentiation, declining market growth rates and the emergence of competitors with distinctive and non replicable sources of competitive advantage.

     BT faces a number of challenges in relation to growing revenues. A distinct challenge is that our UK voice and connectivity business is a mature business subject to price deflation and declining or negative market growth rates leading to declining revenues, margins and cashflow. The net effect is that we increasingly have to look beyond the UK voice and connectivity market to secure profitable revenue growth from adjacent markets, both inside and outside the UK. This in turn is dependent on developing strong and advantaged competitive positions in attractive product and service markets. As well as looking beyond the UK and voice and connectivity market we also need to deliver major new investments (e.g. super-fast broadband) which will not only help us defend existing revenues but also open up new adjacent markets for us to penetrate. These new areas of growth carry associated risks including high investment in development and launch and might not yield the necessary returns or offset declining revenues in our traditional business.

Global economic and credit market conditions

Whilst there have been improvements in the UK and global economies during 2010, the level of business activity could be impacted by continued economic uncertainty and could lead to a reduction in revenue, profitability and cash generation. In common with many other businesses, our financial performance could also be impacted by increased exposure to the default of customers and suppliers if economic conditions do not continue to improve. In achieving our goals, we are dependent on a number of partners, contractors and suppliers and therefore are at risk of loss of revenue, increased cost, delays and possibly associated penalties in the event of their failure.

     However, unfavourable economic conditions may arise which could impact our ability to generate sufficient cash flow or access capital markets to enable us to service or repay our indebtedness or to fund our other liquidity requirements. We may be required to refinance all or a portion of our indebtedness on or before maturity, reduce or delay capital expenditure or seek additional capital. Refinancing or raising additional financing may not be available on commercially reasonable terms or at all. Our inability to continually generate sufficient cash flow to satisfy our debt service obligations, or to refinance debt on commercially reasonable terms, may adversely affect our business, financial condition, results of operations and prospects.

Regulatory controls

Some of our activities continue to be subjected to significant price and other regulatory controls which may affect our market share, competitive position and future profitability.

     Many of our wholesale fixed network activities in the UK are subject to significant regulatory controls which are reviewed periodically. The controls regulate, among other things, the prices we may charge for many of our services and the extent to which we

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have to provide services to other CPs. In recent years the effect of these controls has required us to reduce our prices, although in some recent cases, prices have been allowed to increase in real terms. We cannot provide assurance to our shareholders that the regulatory authorities will not increase the severity of the price controls, extend the services to which controls apply or extend the services which we have to provide to other CPs. These controls may adversely affect our market share, our ability to compete and our future profitability.

     Wholesale customers may also raise disputes with Ofcom, seeking lower prices on wholesale services which are not subject to direct price control.

Major contracts

We have a number of complex and high value contracts with customers. The profitability of these contracts is subject to a number of factors including: variation in cost and achievement of cost reductions anticipated in the contract pricing both in scale and time; delays in delivery or achieving agreed milestones owing to factors either within or outside of our control; changes in customers’ requirements, budgets, strategies or businesses; the performance of our suppliers and other factors. Any of these factors could make a contract less profitable or even loss making.
     In 2009 a failure to achieve anticipated cost savings made a number of our major contracts less profitable or even loss making, adversely impacting our profits. Contract and financial reviews were undertaken in BT Global Services, and resulted in our taking a more cautious view of the recognition of expected and future cost efficiencies, revenues and other changes in underlying assumptions and estimates, particularly in light of the economic outlook, resulting in contract and financial review charges of £1,639m being recognised.

     As detailed on page 22, during 2010 we have taken actions and implemented a number of improvements to significantly enhance contract management, risk management and performance. Independent review teams provide additional assurance on our most significant contracts. Whilst progress has been made, and no significant charges in relation to major contracts were incurred in 2010, there is still a risk that further contract charges could arise in the future due to the impact of any of the factors identified above.

     The degree of risk increases generally in proportion to the scope and life of the contract and is typically higher in the early stages. Some customer contracts require significant investment in the early stages, which is expected to be recovered over the life of the contract. Major contracts often involve the implementation of new systems and communications networks, transformation of legacy networks and the development of new technologies. The recoverability of these capital costs may be adversely impacted by delays or failure to meet milestones. Substantial performance risk exists in these contracts, and some or all elements of performance depend upon successful completion of the transition, development, transformation and deployment phases. Failure to manage and meet our commitments under these contracts, as well as changes in customers’ requirements, budgets, strategies or businesses, during the contract term, may lead to a reduction in our expected and future revenue, profitability and cash generation. We may lose significant customers due to merger or acquisition, change of customer strategy, business failure or contract expiry. Failure to replace the revenue and earnings from lost customers could reduce revenue and profitability.

Security and resilience

BT is critically dependent on the secure operation and resilience of its information systems, networks and data.

     Any significant failure or interruption of such data transfer as a result of factors outside our control could have a material adverse effect on the business and our results from operations. We have a corporate resilience strategy and business continuity plans in place, designed to deal with such catastrophic events including, for example, major terrorist action, industrial action, cyber-attacks or natural disasters. A failure to deliver that strategy may lead to a reduction in our profitability and there can be no assurance that material adverse events will not occur.

     The scale of our business and global nature of our operations means we are required to manage significant volumes of personal and commercially sensitive information. BT stores and transmits data for its own purposes and on behalf of customers, all of which needs to be safeguarded from potential exposure, loss or corruption, and therefore receives a high level of management attention and security measures. Any material failure could significantly damage our reputation and could lead to a loss of revenues, cancellation of contracts, penalties and additional costs being incurred.

Pensions

We have a significant funding obligation to a defined benefit pension scheme.

     Declining investment returns, longer life expectancy and regulatory changes may result in the cost of funding BT’s defined benefit pension scheme (BTPS) becoming a significant burden on our financial resources.

     The triennial funding valuation of the BTPS at 31 December 2008 and associated recovery plan has been agreed with the Trustee. Under this prudent funding valuation basis the deficit is £9bn. BT and the Trustee have agreed a 17 year recovery plan with the first three years’ payments being £525m. The payment in 2013 will be £583m, then increasing by 3% per annum.

     Whilst the valuation and the recovery plan have been agreed with the Trustee, they are currently under review by the Pensions Regulator. However, the Pensions Regulator’s initial view is that they have substantial concerns with certain features of the agreement. The Pensions Regulator has indicated it will discuss its position with us once they have completed their review. Accordingly, as matters stand, it is uncertain as to whether the Pensions Regulator will take any further action. This uncertainty is outside of our control.

     The results of future scheme valuations and associated funding requirements will be impacted by the future performance of investment markets, interest and inflation rates and the general trend towards longer life expectancy, as well as regulatory changes, all of which are outside our control.

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OTHER INFORMATION

Other information

	Regulation
	Our relationship with HM Government
	Legal proceedings
	Acquisitions and disposals

Regulation

Innovation in communications markets continues at a high level, driven by consumer needs and new technology. Convergence is maturing, and consumers routinely buy bundles of fixed, mobile, broadband and TV services. In July 2009, we announced our ambitious plans for fibre-based broadband deployment, underpinned by significant investments. The UK communications market is highly competitive and as a result, in 2010 many of our retail services were deregulated (see Significant market power designations). Regulatory evolution needs to keep pace with these developments, allowing further deregulation where effective competition exists, encouraging investment and rewarding risk-taking in new markets such as fibre-based broadband, and ensuring that any new regulation is only applied where necessary.

Regulation in the UK

Electronic communications regulation in the UK is conducted within a framework set out in various EU directives, regulations and recommendations. The framework was recently reviewed and amended directives are expected to be implemented by late May 2011 in the UK and other EU member states.

Ofcom

Ofcom was set up under the Office of Communications Act 2002 to provide a single, seamless approach to regulating the entire UK communications market. Its principal duties are to further the interests of citizens in relation to communications matters, and to further the interests of consumers in relevant markets, where appropriate by promoting competition.

     Ofcom regulation takes the form of sets of conditions laid down under the Communications Act 2003 (Communications Act), and directions under these conditions. Some conditions apply to all providers of electronic communications networks and services; others apply to individual providers, which Ofcom has designated as universal service providers or having significant market power (SMP) in a particular market.

Conditions applying to all providers

Although these general conditions are concerned mainly with consumer protection, they also include requirements relating to general access and interconnection; standards; emergency planning; the payment of administrative charges; the provision of information to Ofcom; and numbering. A separate condition regulates the provision of premium rate services. The Electronic Communications Code applies to all CPs authorised to carry out streetworks and similar activities for network provision. It requires CPs with apparatus on or in the public highway to identify potential liabilities and, where appropriate, to make financial provision to cover any damage caused by work they carry out, and for the removal of their networks in the event of liquidation or bankruptcy. BT has provided the required certificate of compliance to Ofcom in accordance with this requirement.

Conditions applying to BT

Universal service obligations (USO) are defined in an order issued by the Secretary of State. BT is the designated supplier of universal service for the UK, excluding the Hull area where Kingston Communications is the designated provider. Our primary obligation is to ensure that basic fixed line services are available at an affordable price to all citizens and consumers in the UK. Other conditions relate to payphones and social needs schemes.

     We understand that the UK Government’s plans for the digital economy, prior to the May 2010 election, are expected to create a fund of £200m that will be available via competitive tender to bidders in order to deliver the Government’s universal service commitment (USC) to provide a 2Mb/s broadband connection. This is not part of BT’s USO, but BT is likely to be one of the providers eligible to bid for such funds. The procurement process for allocation of the funds for the USC is currently expected to be administered by a new Government body known as Broadband Delivery UK.

Significant market power designations

Ofcom is also required by EU directives to review relevant markets regularly, and determine whether any CP has SMP in those markets. Where Ofcom finds that a provider has SMP, it must impose appropriate remedies that may include price controls. In 2010 Ofcom completed its market review of fixed narrowband retail services in relation to the supply of consumer and business telephone lines and voice calls. Ofcom concluded that BT no longer had SMP in these markets (except for digital exchange lines, although Ofcom is currently consulting on a market review/charge control for ISDN30 lines), which resulted in BT having greater freedom to package and price those services as we choose. Ofcom also completed its review of wholesale narrowband services markets and concluded that BT retained SMP in certain defined markets – for example, the provision of wholesale exchange lines, call origination and interconnect links – but not in local-to-tandem conveyance where BT’s activities became deregulated. BT is also deemed to have SMP in other markets such as wholesale leased lines. In the 2010 calendar year, Ofcom will conduct market reviews, which are currently underway, of the Wholesale Local Access (WLA) and the Wholesale Broadband Access (WBA) markets, covering products such as LLU and IPStream. Ofcom’s WLA proposals include new obligations on BT to provide a fibre-based Virtual Unbundled Local Access (VULA) product and an obligation to share our ducts and poles for fibre-based broadband purposes. Openreach already offers a product that we believe meets the requirements for VULA and we have said BT will share its ducts and poles with other CPs. In the WBA market, Ofcom proposes to increase the size of the mainly urban deregulated geographic market, and to introduce price regulation in the remainder of the country with a price control to cover rural areas.

38     BT GROUP PLC ANNUAL REPORT & FORM 20-F

REVIEW OF THE YEAR OTHER INFORMATION

SMP charge controls

As a result of SMP designations, the charges we can make for a number of wholesale services are subject to regulatory controls which are designed to ensure that our charges are reasonably derived from costs, plus an appropriate return on capital employed. These include:

4	network charge controls (NCC) on wholesale interconnect services – we operate under interconnection agreements with most other CPs
4	partial private circuits (PPC) charge controls applying to certain wholesale leased lines that BT provides to other network operators
4	certain wholesale Ethernet access and backhaul services
4	LLU and WLR.

Regulatory decisions by Ofcom are liable to appeal. Other CPs are currently appealing Ofcom decisions on wholesale leased lines, LLU and WLR charge controls.

     Ofcom is currently consulting on market reviews/charge controls for ISDN30 and WBA (see Significant market power designations on page 38).

     In December 2009, Ofcom published a consultation document about how BT’s costs of providing pensions benefits should be treated in regulatory charges. Ofcom is expected to consult further later in the 2010 calendar year, and conclude its review towards the end of the year. Ofcom would then look to implement any revised approach in setting charge controls moving forward.

BT’s Undertakings

In response to Ofcom’s 2005 strategic review of telecommunications, we proposed a number of legally-binding Undertakings under the Enterprise Act 2002 (Enterprise Act). These Undertakings, which included the creation of Openreach, were accepted by Ofcom and came into force in September 2005. The Undertakings are intended to deliver clarity and certainty to the UK telecommunications industry about the way BT will provide ‘upstream’ regulated products to support effective and fair competition in related ‘downstream’ markets. Ofcom acknowledges that BT’s delivery of the Undertakings has enabled deregulation in more competitive downstream markets. The Undertakings do need to evolve in light of market developments and variations have been agreed in 2010 to assist delivery of fibre-based broadband, and to reschedule timescales for the delivery of operational systems separation and the migration of BT’s installed base to the same, equivalent base as other CPs.

Business rates

The European Commission formally investigated the way the UK Government set the rates payable on BT’s infrastructure and those paid by Kingston Communications, and whether or not the UK Government complied with European Community Treaty rules on state aid. The Commission concluded in October 2006 that no state aid had been granted. The Commission’s decision was appealed. Judgement on the appeal has not yet been given but we continue to believe that any allegation of state aid is groundless and that the appeal will not succeed.

Regulation outside the UK

BT must comply with the regulatory regimes in the countries in which we operate and this can have a material impact on our business.

European Union

Communications regulation in each EU country is conducted within the regulatory framework determined by EU directives, regulations and recommendations. The manner and speed with which the existing directives have been implemented vary from country to country. National regulators are working together in the Body of European Regulators for Electronic Communications to introduce greater harmonisation in their approach to the assessment of SMP and the imposition of appropriate remedies. BT does not have USO outside the UK, although in certain member states we may be required to contribute towards an industry fund to pay for the cost of meeting such obligations.

The rest of the world

The vast majority of the communications markets in which we operate around the world are subject to regulation. The degree to which these markets are liberalised varies widely, and our ability to compete is constrained, to a greater or lesser degree, in many countries. We continue to press incumbent operators and their national regulatory authorities around the world (including in the EU) for cost-related non discriminatory wholesale access to their networks, where appropriate, and for advance notice of any changes to their network design or technology which would have an impact on our ability to serve our customers.

Competition law

In addition to communications industry-specific regulation, BT is subject to the Competition Act 1998 (Competition Act) in the UK and to EU competition law.

Our relationship with HM Government

We can be required by law to do certain things and provide certain services for the UK Government. For example, under the Communications Act, we (and others) can be required to make and implement plans for the provision or restoration of services in connection with disasters. Additionally, under the Civil Contingencies Act 2004, the UK Government can impose obligations on us (and others) at times of emergency and in connection with civil contingency planning. Also, the Secretary of State can require us to take certain actions in the interest of national security and international relations.

Legal proceedings

We do not believe that there is any single current court action that would have a material adverse effect on the financial position or operations of the group. However the aggregate volume and value of legal actions to which we are a party has increased significantly during 2010.

     There have been criminal proceedings in Italy against 21 defendants, including a former BT employee, in connection with the Italian UMTS (universal mobile telecommunication system) auction in 2000. Blu, in which BT held a minority interest, participated in that auction process. On 20 July 2005, the former BT employee was found not culpable of the fraud charge brought

BT GROUP PLC ANNUAL REPORT & FORM 20-F     39

REVIEW OF THE YEAR OTHER INFORMATION

by the Rome Public Prosecutor. All the other defendants were also acquitted. The Public Prosecutor has appealed the court’s decision. The appeal was unsuccessful and no damages follow.

Acquisitions and disposals

We actively review our portfolio of assets and acquisition opportunities in our target markets. We will consider acquiring companies if they bring us skills, technology, geographic reach or time-to-market advantage for new products and services.

2010

During 2010, there were no acquisitions.

     In August 2009 BT transferred its consumer and SME broadband and voice customer base in the Republic of Ireland to Vodafone, and agreed to provide wholesale network services to underpin Vodafone’s business over a seven-year period. We also completed a number of other minor disposals in 2010.

Prior to 2010

The BT of today was largely created by a restructuring of the company in the 2002 financial year. This restructuring involved a rights issue (raising £5.9bn), the demerger of O₂ (comprising BT’s wholly-owned mobile assets in Europe), the disposal of significant non core businesses and assets, the unwinding of Concert (our joint venture with AT&T), and the creation of customer-facing lines of business.

     During 2009, we completed a number of acquisitions, including:

4	Wire One Holdings Inc (one of the leading providers of videoconferencing solutions in the US)
4	Ufindus Ltd (one of the UK’s leading online business directories)
4	Ribbit Corporation (a Silicon Valley-based ‘Telco 2.0’ platform company)
4	Stemmer GmbH and SND GmbH (two German companies constituting the enterprise IT services segment of net AG, listed on the Frankfurt Stock Exchange).

     We also completed a number of other transactions in 2009, including:

4	an agreement with Sekunjalo Investments Limited, under which Sekunjalo became a 30% shareholder in BT’s South African business
4	an extension of the geographic scope of our joint venture with Enìa SpA in Parma, Italy, and an increase of our stake in the joint venture from 55% to 59.5%
4	the acquisition of the remaining shares of Net2S SA, a publicly-traded IT services company listed in France, other than certain treasury shares and locked-up shares issued under employee share plans (we had acquired over 91% of the outstanding issued share capital of Net2S SA in 2008).

40     BT GROUP PLC ANNUAL REPORT & FORM 20-F

REVIEW OF THE YEAR

FINANCIAL REVIEW

Financial review

	Principal accounting policies, critical accounting estimates and key judgements
	Summarised group income statement
	Financial results
	Financial position and resources
	Liquidity
	Funding and capital management
	Alternative performance measures

In the Financial review we discuss the financial results of the group for 2010, 2009 and 2008. We explain financial performance using a variety of measures, some of which are not defined under IFRS, and are therefore termed ‘non-GAAP measures’. These measures are in addition to, and supplement, those prepared in accordance with IFRS. In particular, in this Financial review, we principally discuss the group’s results on an ‘adjusted’ basis. The rationale for using adjusted measures is explained on page 55. Results on an adjusted basis are presented before specific items, the contract and financial review charges recognised within BT Global Services in 2009 and net interest on pensions. Specific items are analysed and discussed separately in this Financial review on pages 45 and 46.

     The other non-GAAP measures we use in this Financial review are underlying revenue, underlying operating costs, underlying capital expenditure, free cash flow and net debt. Each of these measures is discussed in more detail on pages 54 to 56.

     In the Financial review, references to ‘2010’, ‘2009’, and ‘2008’ are to the financial years ended 31 March 2010, 2009 and 2008, respectively. References to ‘the year’ and ‘the current year’ are to the year ended 31 March 2010.

Principal accounting policies, critical accounting estimates and key judgements

Our principal accounting policies are set out on pages 87 to 95 of the consolidated financial statements and conform with IFRS. These policies, and applicable estimation techniques, have been reviewed by the directors who have confirmed them to be appropriate for the preparation of the 2010 consolidated financial statements.

     We, in common with virtually all other companies, use estimates in the preparation of our consolidated financial statements. The most sensitive estimates affecting our consolidated financial statements are in the areas of assessing the stage of completion and likely outcome under long-term contracts; assessing the level of interconnect income with and payments to other telecommunications operators; making appropriate long-term assumptions in calculating pension liabilities and costs; establishing asset lives of property, plant and equipment and software for depreciation and amortisation purposes; calculating current and deferred tax assets and liabilities; making appropriate medium-term assumptions for goodwill impairment reviews; determining the fair values of certain financial instruments; providing for doubtful debts; and estimating the value of provisions. Details of critical accounting estimates and key judgements are provided in the accounting policies on pages 93 and 94.

Line of business results

The financial performance of each of the customer-facing lines of business for 2010, 2009 and 2008 is discussed in the Review of the year. We measure the financial performance of BT Global Services, BT Retail, BT Wholesale and Openreach on an ‘adjusted’ basis being revenue, EBITDA and operating profit, all stated before specific items. For BT Global Services adjusted EBITDA also excludes the impact of the contract and financial review charges recognised in 2009. For further discussion of these items, see pages 54 to 56. A reconciliation of adjusted EBITDA to group operating profit (loss) by customer-facing line of business, and for the group, is provided in Segment information, note 1 to the consolidated financial statements on page 102.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     41

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Summarised group income statement

	2010			2009		b	2008b
Year ended 31 March	£m			£m			£m
Revenue
Adjusteda		20,911			21,431			20,704
Specific items		(52	)		–			–
Contract and financial review charges		–			(41	)		–
Reported		20,859			21,390			20,704
Other operating income
Adjusteda		378			352			359
Specific items		2			(13	)		(10	)
Reported		380			339			349
Operating costs
Adjusteda		(18,689	)		(19,435	)		(18,168	)
Specific items		(427	)		(395	)		(529	)
Contract and financial review charges		–			(1,598	)		–
Reported		(19,116	)		(21,428	)		(18,697	)
Operating profit
Adjusteda		2,600			2,348			2,895
Specific items		(477	)		(408	)		(539	)
Contract and financial review charges		–			(1,639	)		–
Reported		2,123			301			2,356
Net finance expense
Adjusteda		(890	)		(933	)		(798	)
Specific items		11			–			–
Net interest on pensions		(279	)		313			420
Reported		(1,158	)		(620	)		(378	)
Share of post tax profits (losses) of associates and joint ventures
Adjusteda		25			39			(11	)
Specific items		29			36			–
Reported		54			75			(11	)
(Loss) profit on disposal of associates and joint ventures – specific items		(12	)		–			9
Profit (loss) before taxation
Adjusteda		1,735			1,454			2,086
Specific items		(449	)		(372	)		(530	)
Contract and financial review charges		–			(1,639	)		–
Net interest on pensions		(279	)		313			420
Reported		1,007			(244	)		1,976
Taxation credit (charge)
Adjusteda		(398	)		(361	)		(455	)
Specific items		342			43			343
Contract and financial review charges		–			459			–
Net interest on pensions		78			(88	)		(126	)
Reported		22			53			(238	)
Profit (loss) for the year
Adjusteda		1,337			1,093			1,631
Specific items		(107	)		(329	)		(187	)
Contract and financial review charges		–			(1,180	)		–
Net interest on pensions		(201	)		225			294
Reported		1,029			(191	)		1,738
Basic earnings (loss) per share
Adjusteda		17.3p			14.1p			20.2p
Specific items		(1.4)p			(4.3)p			(2.4)p
Contract and financial review charges		–			(15.3)p			–
Net interest on pensions		(2.6)p			3.0p			3.7p
Reported		13.3p			(2.5)p			21.5p

a

Adjusted revenue, adjusted other operating income, adjusted operating costs, adjusted operating profit, adjusted net finance expense, adjusted share of post tax profits (losses) of associates and joint ventures, adjusted profit (loss) before taxation, adjusted taxation credit (charge), adjusted profit (loss) for the year and adjusted basic earnings (loss) per share are non-GAAP measures provided in addition to the disclosure requirements defined under IFRS. The rationale for using non-GAAP measures is explained on pages 54 to 56.

b

Restated. See page 94.

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REVIEW OF THE YEAR FINANCIAL REVIEW

Financial results

Group revenue

Revenue decreased by 2% to £20,859m in 2010 (2009: 3% increase). Favourable foreign exchange movements and the impact of acquisitions contributed £297m and £31m, respectively, to revenue in 2010. Excluding these, adjusted revenue decreased by 4% to £20,911m in 2010.

Movement in adjusted revenue
(£m)

Products and services revenue

	2010			2009a			2008a
	£m			£m			£m
Managed solutions		6,581			6,390			5,293
Broadband and convergence		2,678			2,617			2,549
Calls and lines		6,293			6,862			7,404
Transit, conveyance, interconnect, WLR, global carrier and other wholesale products		2,957			3,244			3,329
Other products and services		2,402			2,318			2,129
Adjusted revenue		20,911			21,431			20,704
Specific items		(52	)		–			–
Contract and financial review charges		–			(41	)		–
Revenue		20,859			21,390			20,704

^a Restated. See page 101.

Managed solutions

Managed solutions revenue, which comprises networked IT services, MPLS and managed network services (MNS) increased by 3% to £6,581m in 2010. This was mainly due to an increase in MNS revenue in BT Wholesale and growth in MPLS revenue in BT Global Services, offset by a decline in networked IT services revenue, reflecting the challenging economic conditions. In 2009 managed solutions revenue increased by 21%, driven by growth in revenue from networked IT services and MPLS.

Broadband and convergence

Broadband and convergence comprises consumer and wholesale broadband, LLU, mobile and wi-fi services and other broadband based products, such as BT Vision. Broadband and convergence revenue increased by 2% to £2,678m in 2010 due to growth in broadband revenue in BT Retail and BT Global Services and an increase in LLU revenue in Openreach. This was offset by a decline in broadband revenue in BT Wholesale, reflecting the continuing trend of CPs continuing to switch to LLU provided by Openreach.

Calls and lines

Calls and lines revenue comprises the revenue from the connection and rental of exchange and ISDN data lines, associated call traffic and also the provision of private circuits. Calls and lines revenue decreased by 8% to £6,293m in 2010, compared with a decline of 7% in 2009. The decline in 2010 reflects the challenging market conditions, particularly in the business sector.

Transit, conveyance, interconnect, WLR, global carrier and other wholesale products

Revenue from UK transit, conveyance, interconnect circuits, WLR, global carrier and other wholesale products decreased by 9% to £2,957m in 2010, compared with a decrease of 3% in 2009, primarily due to the impact of mobile termination rate reductions, the continued decline in low margin transit volumes and lower conveyance volumes.

Other products and services

Other products and services principally comprises BT Global Services revenue from non UK global products and BT Retail revenue from conferencing, directories, payphones and other select services. Revenue from other products and services increased by 4% to £2,402m in 2010, compared with an increase of 9% in 2009.

Revenue by products and services
(£bn)

Other operating income

Other operating income was £380m in 2010 an increase of 12% (2009: 3% decrease). The increase in 2010 was principally due to an increase in scrap and cable recoveries and settlements. The decrease in 2009 was largely due to lower income from the sale of intellectual property rights, licences, vehicles and other assets, partially offset by higher income from the sale of scrap and cable recovery.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     43

REVIEW OF THE YEAR FINANCIAL REVIEW

Transforming our cost base

We have continued our drive to reduce costs across our business and deliver absolute levels of cost reduction. During 2010, our cost transformation activities have delivered a reduction of £1,752m (9%) in total underlying capital expenditure and operating costs.

Movement in total underlying costs^a
(£m)

a	Underlying costs exclude specific items, leaver costs, depreciation and amortisation, foreign exchange movements and acquisitions.
b	Comprises payments to telecommunications operators.

Operating costs

Operating costs decreased by 11% in 2010 to £19,116m (2009: 15% increase). Adjusted operating costs decreased by 4% in 2010 to £18,689m compared with an increase of 7% in 2009. Adjusted operating costs in 2010 include the impact of unfavourable foreign exchange rate movements of £342m and the impact of acquisitions of £32m. Excluding these, underlying adjusted operating costs reduced by 6% compared with 2009. The reduction reflects the successful delivery of the group’s cost saving initiatives by all lines of business. The group has reduced total labour resource by around 20,000 in 2010, mostly in the area of indirect labour, including agency and contractors.

     The components of the group’s operating costs are shown in the table below:

	2010			2009		a	2008		a
	£m			£m			£m
Staff costs before leaver costs		4,862			5,412			5,231
Leaver costs		142			204			127
Staff costs		5,004			5,616			5,358
Own work capitalised		(575	)		(673	)		(724	)
Net staff costs		4,429			4,943			4,634
Depreciation		2,304			2,249			2,410
Amortisation		735			641			479
Payments to telecommunications operators		4,083			4,266			4,237
Other operating costs		7,138			7,336			6,408
Adjusted operating costs		18,689			19,435			18,168
Specific items		427			395			529
Contract and financial review charges		–			1,598			–
Operating costs		19,116			21,428			18,697

^a Restated. See page 94.

Staff costs

	2010		2009a		2008a
	£m		£m		£m
Staff costs
Wages and salaries		4,182		4,499		4,242
Social security costs		447		432		417
Pensions costs		304		544		626
Share-based payments		71		141		73
		5,004		5,616		5,358

^a Restated. See page 94.

Wages and salaries decreased by 7% to £4,182m (2009: 6% increase), largely due to the impact of labour resource reductions and lower pay inflation. Leaver costs, included within wages and salaries, were £142m (2009: £204m, 2008: £127m).

     The pension charge for 2010 was £304m, compared with £544m in 2009 and £626m in 2008. The decrease in the pension cost in 2010 reflects the impact of the changes to benefit accruals from 1 April 2009 following the review of UK pension arrangements which are discussed in more detail on page 19. This is partially offset by an increase in social security costs as BTPS ceased to contract out of the Second State Pension. We expect the BTPS operating charge for the BTPS in 2011 to increase by about £100m as a result of the lower discount rate and higher inflation assumptions.

     Share-based payment costs decreased by 50% to £71m, compared with an increase of 93% in 2009, reflecting the significant number of UK Sharesave cancellations which took place in 2009.

Depreciation and amortisation

Depreciation and amortisation increased by 5% to £3,039m in 2010 reflecting the impact of higher value and shorter-lived software assets brought into use during the past two years. Depreciation and amortisation was broadly flat in 2009 compared with 2008.

Payments to telecommunications operators

Payments to telecommunications operators reduced by 4% to £4,083m, compared with an increase of 1% in 2009. The reduction in 2010 reflects the impact of mobile termination rate reductions and lower volumes, which were partially offset by unfavourable foreign exchange movements. The increase of 1% in 2009 was primarily due to foreign exchange movements.

Other operating costs

Other operating costs principally comprises indirect labour, property, energy, network, maintenance and IT costs, consultancy and other general overheads. Other operating costs decreased by 3% to £7,138m in 2010, largely reflecting the impact of reductions in third party labour and discretionary expenditure. In 2009 other operating costs increased by 14% largely due to unfavourable foreign exchange movements, the impact of acquisitions and the slow delivery of cost efficiency savings in BT Global Services.

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REVIEW OF THE YEAR FINANCIAL REVIEW

EBITDA

In 2010 adjusted EBITDA was £5,639m, compared with £5,238m in 2009 and £5,784m in 2008, as disclosed in the Segment information note on page 102. The increase in 2010 reflects the benefit of group wide cost reduction activities and the improvement in the performance of BT Global Services. The decline in 2009 reflected the unacceptable performance in BT Global Services and the continued decline in BT Wholesale offset by a good performance in BT Retail and Openreach.

     Adjusted EBITDA for the last five financial years is included in the Selected financial data section on page 152.

Operating profit

In 2010 adjusted operating profit was £2,600m (2009: £2,348m, 2008: £2,895m), 11% higher than 2009 which in turn was 19% lower than 2008. The increase in 2010 reflects the improved EBITDA partially offset by higher depreciation and amortisation. The reduction in 2009 reflected the unacceptable performance in BT Global Services, partially offset by good performance in the other lines of business. Reported operating profit was £2,123m in 2010, compared with £301m in 2009 and £2,356m in 2008.

Other group items

Specific items

Specific items for 2010, 2009 and 2008 are shown in the table below and are defined on page 55.

	2010			2009			2008
	£m			£m			£m
Revenue
Regulatory settlement		52			–			–
Other operating income
(Profit) loss on disposal of a business		(2	)		13			10
Operating costs
BT Global Services restructuring charges		301			280			–
Property rationalisation costs		121			–			–
Costs associated with settlement of open tax years		5			–			–
Restructuring costs – group transformation and reorganisation activities		–			65			402
21CN asset impairment and related charges		–			50			–
Creation of Openreach and delivery of the Undertakings		–			–			53
Write off of circuit inventory and other working capital balances		–			–			74
		427			395			529
Finance income
Interest on settlement of open tax years		(11	)		–			–
Share of results of associates and joint ventures
Impact of renegotiated supply contracts on associate		(29	)		–			–
Reassessment of carrying value of associate		–			(36	)		–
Loss (profit) on disposal of associate		12			–			(9	)
Net specific items charge before tax		449			372			530
Tax credit in respect of settlement of open tax years		(230	)		–			(40	)
Tax credit on re-measurement of deferred tax		–			–			(154	)
Tax credit on specific items above		(112	)		(43	)		(149	)
Net specific items charge after tax		107			329			187

BT GROUP PLC ANNUAL REPORT & FORM 20-F     45

REVIEW OF THE YEAR FINANCIAL REVIEW

Where appropriate, the specific items recognised in 2010, 2009 and 2008 are explained in more detail below.

4	A charge of £52m was recognised in 2010 reflecting an Ofcom determination in relation to 2Mb/s partial private circuit prices.
4	In 2010 and 2009, respectively, the group recognised BT Global Services restructuring charges of £301m and £280m. The main components of the charges are set out below.

– Networks, products and procurement channels rationalisation charges of £142m (2009: £183m). In 2010 this included a payment of £127m made to Tech Mahindra for the renegotiation of certain supply contracts as part of the rationalisation of procurement channels. There was an associated credit of £29m in connection with BT’s share of its associate, Tech Mahindra.

– People and property charges of £132m (2009: £51m) principally comprising leaver costs and property exit costs.

– Intangible asset impairments and other charges of £27m (2009: £46m) reflecting the costs associated with rationalising the services that are offered to customers and the brands under which customers are served.

4	In 2010 £121m of property rationalisation charges were recognised in relation to the rationalisation of the group’s UK property portfolio as detailed on page 21. The charge relates to properties which have been vacated and as a result of which, the associated leases have become onerous, reflecting future commitments to meet rental obligations which exceed future economic benefits. This rationalisation programme is expected to continue over the next two years. Including the charge recognised in 2010, the total cost of the rationalisation programme is expected to be around £300m.
4	In 2010 the group agreed substantially all outstanding tax matters with HM Revenue & Customs (HMRC) relating to the 2006, 2007 and 2008 tax years. Specific items include a tax credit of £230m, associated interest of £11m and costs of £5m in connection with reaching the agreement. In 2008, the group agreed an outstanding tax matter relating to a business disposed of in 2001, the impact of which was a tax credit of £40m.
4	In 2009 and 2008, respectively, the group incurred costs of £65m and £402m in respect of the group’s transformation and reorganisation activities. The costs mainly comprised leaver costs, property exit and transformation programme costs.
4	In 2009 a £50m charge was recognised comprising £31m of asset impairments and £19m of associated costs, following the group’s review of its 21CN programme and associated voice strategy in the light of the move to a customer-led roll out strategy and focus on next generation voice service developments of fibre-based products.
4	In 2008 a charge of £53m was recognised in relation to further estimated costs to create Openreach and deliver the Undertakings agreed with Ofcom.
4	In 2008 a charge of £74m was recognised as a result of the completion of a review of circuit inventory and other working capital balances.
4	In 2009 a credit of £36m was recognised in respect of a reassessment of the value of the group’s share of the net assets of an associate.
4	In 2008 a tax credit of £154m was recognised for the re-measurement of deferred tax balances as a result of the change in the UK statutory corporation tax rate from 30% to 28% effective in 2009.

Net finance expense

	2010			2009			2008
	£m			£m			£m
Interest on borrowings		886			935			822
Loss arising on derivatives not in a designated hedge relationship		19			29			41
Interest on pension scheme liabilities		2,211			2,308			2,028
Finance expense		3,116			3,272			2,891
Less: interest on qualifying assets		(3	)		–			–
Total finance expense		3,113			3,272			2,891
Other interest and similar income		(12	)		(31	)		(65	)
Expected return on pension scheme assets		(1,932	)		(2,621	)		(2,448	)
Total finance income		(1,944	)		(2,652	)		(2,513	)
Analysed as:
Adjusted net finance expense		890			933			798
Net interest on pensions		279			(313	)		(420	)
Net finance expense before specific items		1,169			620			378
Specific items		(11	)		–			–
Net finance expense		1,158			620			378

Finance expense

Interest on borrowings in 2010 was £886m, a decrease of £49m. This reflects a reduction in average gross debt principally through repayment of short-term borrowings. The increase of £113m in 2009 reflects higher net debt mainly due to the lower free cash flow being exceeded by dividend and share buy back payments. The loss arising on derivatives not in a designated hedge relationship was £19m in 2010 (2009: £29m, 2008: £41m). This loss includes a charge of £9m arising from the negotiation of swap break dates on certain derivatives. In 2008 losses on derivatives not in a designated hedge relationship of £41m included a charge of £26m on a low cost borrowing transaction which was marginally earnings positive after tax in the year.

     Interest capitalised on qualifying assets was £3m, reflecting the impact of the adoption of IAS 23 (Revised) ‘Borrowing Costs’ as detailed on page 95.

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The graph below shows the relationship between average gross debt and interest rates over the three-year period.

Average gross debt and interest rates
(£bn)

Finance income

Interest income arising from listed investments and other interest and similar income was £12m in 2010 compared with £31m in 2009 and £65m in 2008. The reduction in 2010 is a result of lower interest rates on deposits held. The reduction in 2009 reflects lower levels of investments held by the group and lower average interest rates on deposits.

Net interest on pensions

The net finance expense associated with the group’s defined benefit pension obligation of £279m in 2010 was £592m higher compared with net finance income of £313m in 2009, which in turn was £107m lower than 2008.

     The interest on pension scheme liabilities and expected return on pension scheme assets reflects the IAS 19 assumptions and valuation as at the start of 2010. This is expected to be a net interest expense of around £70m in 2011 a reduction of around £210m, principally due to increased asset values at 31 March 2010.

Interest cover

Adjusted operating profit represented 2.9 times net finance expense before specific items and the interest associated with pensions, which compares with interest cover of 2.5 times in 2009 and 3.6 times in 2008. The increase in cover was largely due to higher operating profits in the year and lower net borrowing costs. Interest cover of reported operating profit and net finance expense represented 1.8 times net finance expense in 2010 (2009: 0.5 times, 2008: 6.2 times).

Associates and joint ventures

The results of associates and joint ventures before specific items are shown below:

	2010		2009		2008
	£m		£m		£m
Share of post tax profit (loss) of associates and joint ventures		25		39		(11	)

Our share of the post tax profit or loss from associates and joint ventures was a profit of £25m in 2010 (2009: £39m profit, 2008: £11m loss). Our most significant associate is Tech Mahindra, which contributed £25m of post tax profits in 2010 (2009: £33m profit, 2008: £5m loss).

Profit before taxation

Adjusted profit before taxation was £1,735m in 2010, compared with £1,454m in 2009 and £2,086m in 2008. The increase in 2010 is due to the improvement in the group’s operating profit, partially offset by higher net finance expense. The reduction in 2009 was primarily due to the unacceptable performance in BT Global Services, partially offset by good performance in the other lines of business.

     Reported profit before taxation was £1,007m in 2010, compared with a loss before taxation of £244m in 2009 and a profit before taxation of £1,976m in 2008.

Taxation

The tax credit for 2010 was £22m and comprised a tax charge of £320m on the profit before taxation and specific items of £1,456m as shown in the Income statement on page 96 and a credit of £342m on specific items. The effective rate on the profit before taxation and specific items was 22% compared with the statutory rate of 28%, reflecting the utilisation of tax losses and the continued focus on tax efficiency within the group.

     The tax credit for 2009 was £53m and comprised a tax credit of £10m on the profit before taxation and specific items and a credit of £43m on specific items. The effective rate of the tax credit on the profit before taxation and specific items was (7.8)%, reflecting the tax credit arising on the contract and financial review charges of £1,639m recorded in the year.

     The net tax charge in 2008 was £238m and comprised a charge of £581m on profit before taxation and specific items partially offset by a tax credit of £343m on certain specific items. The effective rate on the profit before taxation and specific items was 23.2%.

     For further details on taxation, see Taxation section on page 50.

Earnings per share

Adjusted basic earnings per share was 17.3p in 2010, compared with 14.1p in 2009 and 20.2p in 2008, reflecting the improved profitability in 2010. In 2010, the reported basic earnings per share was 13.3p (2009: loss per share 2.5p, 2008: earnings per share 21.5p).

     Reported diluted earnings (loss) per share were not materially different from reported basic earnings (loss) per share in any year under review.

     Basic and adjusted earnings (loss) per share for the last five financial years are included in the Selected financial data section on page 151.

Dividends

The company provides returns to shareholders through dividends. The company has historically paid dividends semi-annually, with an interim dividend in respect of the first six months of the year payable in February and a final dividend payable in September.

     The Board recommends a final dividend of 4.6p per share for 2010 (2009: 1.1p per share, 2008: 10.4p per share) to shareholders, amounting to approximately £356m (2009: £85m, 2008: £805m). This will be paid, subject to shareholder approval,

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on 6 September 2010 to shareholders on the register on 13 August 2010. When combined with the 2010 interim dividend of 2.3p per share, the total dividend proposed for 2010 is 6.9p per share, totalling £534m (2009: £503m, 2008: £1,236m). This compares with 6.5p in 2009 and 15.8p in 2008. The reduction in the 2009 full year dividend reflected a rebasing of dividend payments to a level which the Board was confident was sustainable and from which it could grow.

Dividends per share
(pence)

Dividends recognised in 2010 were £263m (2009: £1,222m, 2008: £1,241m) and have been presented as a deduction from shareholders’ equity.

     A table setting out the interim, final and total cash dividends paid, or in the case of the final dividend for 2010, proposed, for the last five financial years are included in the Additional information for shareholders section on page 158.

Financial position and resources

Summarised balance sheet

	2010			2009		a
	£m			£m
Non current assets
Goodwill		1,432			1,489
Other intangible assets		2,240			2,299
Property, plant and equipment		14,856			15,405
Derivative financial instruments		1,076			2,542
Trade and other receivables		336			322
Deferred tax assets		2,196			1,103
Other non current assets		259			187
		22,395			23,347
Current assets
Trade and other receivables		3,696			4,185
Cash and cash equivalents		1,452			1,300
Derivative financial instruments		624			158
Other current assets		513			284
		6,285			5,927
Current liabilities
Loans and other borrowings		3,269			1,542
Derivative financial instruments		166			56
Trade and other payables		6,531			7,215
Current tax liabilities		320			1
Provisions		134			254
		10,420			9,068
Total assets less current liabilities		18,260			20,206
Non current liabilities
Loans and other borrowings		9,522			12,365
Derivative financial instruments		533			711
Deferred tax liabilities		1,456			1,728
Retirement benefit obligations		7,864			3,973
Provisions		707			466
Other non current liabilities		804			794
		20,886			20,037
Equity
Ordinary shares and share premium		470			470
Retained loss and other reserves		(3,120	)		(328	)
		(2,650	)		142
Minority interest		24			27
Total (deficit) equity		(2,626	)		169
		18,260			20,206

^a Restated. See page 94.

We believe it is appropriate to show the sub-total ‘Total assets less current liabilities’ of £18,260m at 31 March 2010 (2009: £20,206m) in the group balance sheet because it provides useful financial information being an indication of the level of capital employed at the balance sheet date, namely total equity and non current liabilities.

Goodwill

Goodwill decreased by £57m during 2010 to £1,432m. This reduction was primarily due to the impact of foreign exchange movements. There were no acquisitions during 2010. An analysis of goodwill by cash generating units for the purposes of the impairment assessment is provided in note 12 to the consolidated financial statements.

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Other intangible assets

Other intangible assets include the cost of intangibles acquired from third parties and internally developed and purchased computer software. The net book value of other intangible assets decreased by £59m during 2010 to £2,240m, predominately due to £629m of additions, which were more than offset by £735m of amortisation.

Property, plant and equipment

Property, plant and equipment decreased by £549m from £15,405m at 31 March 2009 to £14,856m at 31 March 2010, predominately due to £1,861m of additions, which were more than offset by £2,304m of depreciation charges and a £103m reduction due to disposals. For further details of capital expenditure in 2010, see page 51.

Derivative financial instruments

The group held derivative financial instruments with a combined net asset fair value of £1,001m compared with £1,933m at 31 March 2009, which primarily comprise interest rate and cross currency swaps the group use to hedge its overseas currency borrowings to Sterling and to hedge its interest to a fixed Sterling rate. The decrease primarily reflects the year on year weakening of the US Dollar and Euro currencies against Sterling and an increase in US interest rates. For further details on the group’s derivative financial instruments see page 120.

Non current trade and other receivables

Non current trade and other receivables principally comprises costs relating to the initial set up, transition or transformation phase of long-term networked IT services contracts. There was a net increase of £14m during 2010.

Current trade and other receivables

Trade and other receivables decreased by £489m to £3,696m at 31 March 2010 principally reflecting lower prepayments and accrued income.

Loans and other borrowings

Current and non current loans and other borrowings decreased to £12,791m at 31 March 2010 from £13,907m at 31 March 2009. The decrease is primarily due to the translation of the group’s US Dollar and Euro denominated debt where both currencies have weakened against Sterling. For further details of movements in net debt, see page 53.

Trade and other payables

Trade and other payables decreased by £684m to £6,531m at 31 March 2010 principally reflecting the impact of the reduction in our cost base in 2010.

Taxation liabilities

The deferred taxation liability decreased from £1,728m at 31 March 2009 to £1,456m at 31 March 2010 mainly due to the impact of the BT Global Services contract and financial review charges in 2009 on excess capital allowances. The increase in current taxation liability from £1m to £320m at 31 March 2010 reflects a return to UK taxable profits in 2010. For further details on taxation, see Taxation section on page 50.

Provisions

The group held current and non current provisions totalling £841m at 31 March 2010 an increase of £121m compared to 2009. The movements in provisions are disclosed in note 21.

Retirement benefit obligations

At 31 March 2010, the IAS 19 accounting deficit was £5.7bn, net of a deferred tax asset of £2.2bn, compared with a deficit of £2.9bn net of tax, at 31 March 2009. The market value of the BTPS assets have increased by £6.0bn since 31 March 2009 to £35.3bn at 31 March 2010 principally reflecting the improvement in the global financial markets during the year. However, the value of the liabilities have increased by £9.9bn to £43.0bn at 31 March 2010 principally as a result of reductions in the discount rate and increased inflation expectations. The relationship between the discount rate in real terms and the value of the BTPS liabilities over the past five years is shown by the table below.

Pension scheme liabilities under IAS 19
(£bn)

Information about the funding of the group’s pension obligation is provided on pages 53 and 54.

     Detailed pensions accounting disclosures are provided in note 29 to the consolidated financial statements.

Total equity

A summary of the movements in equity is set out below:

	2010			2009
	£m			£m
Total equity at the beginning of the year		169			5,432
Profit (loss) for the year		1,029			(191	)
Other comprehensive loss for the year		(3,661	)		(3,911	)
Dividends to shareholders		(263	)		(1,222	)
Share-based payment		81			143
Tax on share-based payment		19			(12	)
Net issue (purchase) of treasury shares		4			(63	)
Movements in minority interests		(4	)		(7	)
Total (deficit) equity at the end of the year		(2,626	)		169

The reduction in equity in 2010 is principally due to the recognition of actuarial losses on retirement benefit obligations, which more than offset the profit for the year. The deficit at 31 March 2010 does not impact the distributable reserves and dividend paying capacity of the parent company, BT Group plc, which had a profit and loss reserve, net of the treasury reserve, of £9,677m at

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31 March 2010. The financial statements of BT Group plc are prepared in accordance with UK GAAP.

Other comprehensive income

Included in other comprehensive loss for the year of £3,661m (2009: £3,911m) are actuarial losses of £4,324m (2009: £7,037m), foreign exchange losses on the translation of overseas operations of £119m (2009: £692m gain), net fair value losses on cash flow hedges of £575m (2009: £570m) and the tax credit of £1,350m (2009: £1,859m) relating to items recognised in other comprehensive income.

Treasury shares

At 31 March 2010 the company held 401m shares (2009: 409m) in Treasury. These shares are used to settle exercises of share options and share awards. The carrying value of £1,105m (2009: £1,109m) has been deducted from retained earnings. BT did not purchase any shares for cancellation in 2010 (2009: 250m) or any shares to be held as Treasury (2009: 143m). The Board suspended the £2.5bn share buy back programme in July 2008 as a result of the group’s strategic investment in fibre deployment.

Taxation

Total tax contribution

BT is a significant contributor to the UK Exchequer, collecting and paying taxes of around £3bn in a typical year. In 2010 we collected and paid £1,299m of VAT, £896m of PAYE and National Insurance, £34m of UK corporation tax for the current year (in addition to receiving a £425m repayment in respect of overpayments and settlements of earlier years) and £226m of UK business and UK network rates.

     Our total UK Exchequer tax contribution as measured in the Hundred Group Total Tax Contribution Survey for 2009 ranked BT the fourth highest contributor. The relative percentage contribution of the total tax payments made in 2010 is shown below.

2010 Percentage of total tax contribution

Tax strategy

Our strategy is to comply with relevant regulations whilst minimising the tax burden for BT and our customers. We seek to achieve this through engagement with our stakeholders including HMRC and other tax authorities, partners and customers.

     The Board considers that it has a responsibility to minimise the tax burden for the group and its customers. In this respect the Board considers it entirely proper that BT endeavours to structure its affairs in a tax efficient manner where there is strong commercial merit, especially in support of customer initiatives, with the aim of supporting our capital or operational expenditure programmes and reducing our overall cost of capital. This planning is carried out within Board defined parameters. The Board regularly reviews the group’s tax strategy.

     We operate in over 170 countries and this comes with additional complexities in the taxation arena. To reduce those complexities we have implemented a simplified trading model for our BT Global Services division in accordance with OECD Transfer Pricing Guidelines.

     The majority of tax issues arise in the UK with a small number of issues arising in our overseas jurisdictions. In terms of the group’s UK corporation tax position, all years up to 2007 are agreed. For 2008 there is one minor open issue which we are discussing with HMRC with a view to resolving. The UK corporation tax returns for 2009 were all filed prior to the statutory deadline of 31 March 2010.

     We have an open, honest and positive working relationship with HMRC. We are committed to prompt disclosure and transparency in all tax matters with HMRC. We recognise that there will be areas of differing legal interpretations between ourselves and tax authorities and where this occurs we will engage in proactive discussion to bring matters to as rapid a conclusion as possible.

     Our positive working relationship with HMRC was demonstrated in 2007 and again in 2010 when we worked intensively with HMRC to accelerate the agreement of substantially all outstanding tax matters relating to the 2006, 2007 and 2008 tax years, resulting in a tax repayment of £215m and associated interest of £11m. In addition, in 2010 we were refunded £210m in respect of overpaid corporation tax in 2009 following the recognition of the contract and financial review charge in 2009.

     We have a policy to lobby the UK Government directly on tax matters that are likely to impact our customers or shareholders and in particular respond to consultation documents where the impact could be substantial. We also lobby the UK Government indirectly though the CBI, various working groups and committees and leading professional advisors.

Tax accounting

At each financial year end an estimate of the tax charge is calculated for the group and the level of provisioning across the group is reviewed in detail. As it can take a number of years to obtain closure in respect of some items contained within the corporation tax returns it is necessary for us to reflect the risk that final tax settlements will be at amounts in excess of our submitted corporation tax computations. The level of provisioning involves a high degree of judgement.

     In 2010 BT reached agreement with HMRC on all major open issues resulting in a cash repayment of £215m and the recognition of an overall net credit to the income statement of £230m. The tax charge arising on our 2010 profits of £245m is higher than our cash tax paid of £76m in the same period predominantly due to the current tax deduction available on our pension deficit payment of £525m and the phasing of UK corporation tax instalment payments.

     In 2009 we paid cash tax in excess of the income statement charge. We were subsequently refunded £210m in 2010 primarily arising on the impact of the BT Global Services contract and financial review charges.

     In 2008 the cash tax paid was lower than the income statement charge. This was partly due to the phasing of UK corporation tax instalment payments, the level of provisioning for risks, the taxation of specific items, the impact of deferred tax and the impact of overseas losses or profits which are relieved or taxed at different rates from that of the UK.

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The effective corporation tax rate on our profit before specific items is expected to increase from 22%, the rate applicable to 2010. However, we believe that the future years’ tax effective rate will remain below the statutory rate of 28%.

Liquidity

The major sources of group liquidity for 2010, 2009 and 2008 were cash generated from operations and borrowing through short-term and long-term issuances in the capital markets. These, as well as committed bank facilities, are expected to remain the key sources of liquidity for the foreseeable future.

     Wherever possible, surplus funds in the group are managed by the centralised treasury operation.

Free cash flow

The components of free cash flow, which is a non-GAAP measure and a key performance indicator, are presented in the table below and reconciled to net cash inflow from operating activities, the most directly comparable IFRS measure. For further discussion of the definition of free cash flow, refer to pages 55 and 56.

     Free cash flow for the last five financial years is included in the Selected financial data section on page 152.

Summarised cash flow statement
	2010			2009			2008
	£m			£m			£m
Cash generated from operations		4,476			4,934			5,187
Net income taxes received (paid)		349			(228	)		299
Net cash inflow from operating activities		4,825			4,706			5,486
Add back pension deficit payment		525			–			320
Net capital expenditure		(2,480	)		(3,038	)		(3,253	)
Net purchase of non current financial assets		–			–			(1	)
Dividends from associates and joint ventures		3			6			2
Interest paid		(956	)		(956	)		(842	)
Interest received		16			19			111
Free cash flow		1,933			737			1,823
Deduct pension deficit payment		(525	)		–			(320	)
Acquisitions and disposals		(68	)		(227	)		(364	)
Net (purchase) sale of current financial assets		(246	)		286			(159	)
Net (repayment) drawdown of borrowings		(497	)		522			2,061
Dividends paid		(265	)		(1,222	)		(1,236	)
Net issue (purchase) of treasury shares		4			(209	)		(1,413	)
Foreign exchange		(7	)		54			25
Net increase (decrease) in cash and cash equivalents		329			(59	)		417
Cash and cash equivalents at the start of the year		1,115			1,174			757
Cash and cash equivalents at the end of the year		1,444			1,115			1,174

Net cash inflow from operating activities

In 2010 cash generated from operations was £4,476m, a decrease of 9% compared with 2009 reflecting improvements in profitability offset by a pension deficit payment of £525m (2009: £nil, 2008: £320m). In 2010 the group received a net tax repayment of £349m. This comprised tax payments of £76m offset by a tax repayment of £215m following the agreement of substantially all outstanding tax matters with HMRC relating to the 2006 to 2008 tax years and a repayment of £210m in respect of overpaid corporation tax in 2009. In 2009 the group paid net tax of £228m, compared with a net tax refund of £299m received in 2008. The net refund received in 2008 included a receipt of £521m in relation to the settlement of open tax years up to and including the 2005 tax year, partly offset by current tax paid of £222m.

     In 2010 net cash inflow from operating activities was £4,825m (2009: £4,706m, 2008: £5,486m).

Capital expenditure

Capital expenditure is a key measure of our expenditure on property, plant and equipment and software and is included in Financial statistics on page 153. It excludes any assets acquired through new acquisitions in a year. Capital expenditure, on an accruals basis, totalled £2,533m in 2010 compared with £3,088m and £3,339m in 2009 and 2008, respectively. Our original outlook in May 2009 was for capital expenditure in 2010 to be around £2.7bn. This was subsequently reduced to an outlook of around £2.5bn, which was achieved. Capital expenditure is expected to be around £2.6bn in 2011.

     Of the capital expenditure, £280m arose outside of the UK in 2010, compared with £316m in 2009. Contracts placed for ongoing capital expenditure totalled £383m at 31 March 2010 (2009: £451m).

     In 2010 the net cash outflow for capital expenditure was £2,480m (2009: £3,038m, 2008: £3,253m) which comprised a cash outflow of £2,509m (2009 £3,082m, 2008: £3,315m) offset by cash proceeds from disposals of £29m (2009: £44m, 2008: £62m).

     The capital expenditure by major area over the last three years is shown below.

Capital expenditure

(£m)

The reduction of £555m in capital expenditure in 2010 reflects steps taken to improve procurement and better efficiency and management of capital expenditure. It also reflects lower levels of investment in legacy network assets and reductions in customer

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related capital expenditure which has more than offset an increase in our investment in our fibre roll out.

     The reduction of £251m in capital expenditure in 2009 reflected lower investment on exchange equipment and reduced provisioning volumes in Openreach due to a lower level of house moves and reduced LLU volumes from other CPs.

Interest

Interest paid in 2010 was £956m. Interest payments in 2010 have remained at the same level as 2009 due to the impact of coupon payments on bond issuance made in 2009 offsetting the lower debt levels. Interest payments in 2008 included a one-off payment of £26m on the close out of derivatives associated with a low cost borrowing transaction. Excluding this payment, interest paid was £140m higher in 2009 reflecting the impact of increased average net debt levels.

     Interest received was £16m in 2010. The interest receipts in 2010 and 2008 included £11m and £65m respectively from HMRC on the settlement of open tax years. Excluding these receipts, interest received was £14m lower in 2010 than in 2009 and £27m lower in 2009 than in 2008. The reduction in 2010 is a result of lower average interest rates on deposits held. The reduction in 2009 reflects lower levels of investments held by the group and lower average interest rates on deposits.

Acquisitions and disposals

There were no significant acquisitions or disposals in 2010. Net cash outflow on acquisitions was £68m in 2010 (2009: £227m, 2008: £364m) principally comprising deferred consideration payments relating to the acquisition of Albacom in a prior period.

     The total consideration for acquisitions made in 2009 was £186m, giving rise to goodwill of £131m. In 2009 the net cash outflow for BT Retail acquisitions included Wire One Holdings Inc and Ufindus Ltd (total consideration of £98m; net assets acquired of £24m; goodwill arising of £74m). The net cash outflow for BT Innovate & Design acquisitions comprised Ribbit Corporation and Moorhouse Consulting Ltd (total consideration of £75m; net assets acquired of £28m; goodwill arising of £47m). BT Global Services acquired Stemmer GmbH and SND GmbH (total consideration of £13m; net assets acquired of £3m; goodwill of £10m).

     In 2008, net cash outflow on significant new acquisitions included Comsat International, Frontline Technologies Corporation Limited and i2i Enterprise Private Limited.

Net (purchase) sale of current and non current financial assets

In 2010 the net cash outflow from the net sale of investments was £246m, compared with an inflow of £286m in 2009 and an outflow of £160m in 2008. The cash flows in all financial years mainly related to changes in amounts held in liquidity funds.

Net (repayment) drawdown of borrowing

During 2010 borrowings amounting to £1,028m matured, principally consisting of £697m commercial paper and £331m of other long-term debt. In 2010, the group raised a €600m Euro bond at 6.125% repayable in 2014 which was swapped into £520m at a fixed semi-annual rate of 6.8%.

     In 2009 the group raised debt of £795m mainly through our European Medium Term Note programme and received £606m from the net issue of commercial paper. This was partially offset by cash outflows on the repayment of maturing borrowings and lease liabilities amounting to £879m.

     In 2008 the group raised debt of £3,939m mainly through its European Medium Term Note and US Shelf programmes which was partially offset by cash outflows on the repayment of maturing borrowings, lease liabilities and the net repayment of commercial paper amounting to £1,878m.

Dividends

Dividends paid in 2010 were £265m, compared with £1,222m and £1,236m in 2009 and 2008, respectively.

Net purchase of shares

There were no purchases of shares in 2010. In 2009 we repurchased 143m shares for cash consideration of £334m. Our share buy back programme was suspended in July 2008 as a result of the group’s investment in fibre-based broadband deployment. During 2008 we repurchased 540m shares for cash consideration of £1,498m.

     In 2010, we also issued 8m shares out of treasury to satisfy obligations under employee share scheme exercises receiving consideration of £4m (2009: £125m, 2008: £85m).

Funding and capital management

The objective of the group’s capital management policy is to reduce net debt over time whilst investing in the business, supporting the pension scheme and delivering progressive dividends. In order to meet this objective the group may issue or repay debt, issue new shares, repurchase shares or adjust the amount of dividends paid to shareholders. The group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the group. The Board regularly reviews the capital structure. No changes were made to the group’s objectives and processes during 2010 and 2009.

     The general funding policy is to raise and invest funds centrally to meet anticipated requirements using a combination of capital market bond issuance, commercial paper borrowing, committed borrowing facilities and investments. These financial instruments vary in their maturity in order to meet short, medium and long-term requirements.

     At 31 March 2010 the group had financial assets of £6.5bn consisting of current and non current investments, derivative financial assets, trade and other receivables, cash and cash equivalents. Credit exposures are continually reviewed and proactive steps have been taken to ensure that the impact of adverse market conditions on these financial assets is minimised. In particular, line of business management actively review exposures arising from trading balances and, in managing investments and derivative financial instruments, the treasury operation has continued to monitor the credit quality across treasury counterparties and is actively managing exposures which arise.

     At 31 March 2010 the group’s credit rating with Standard and Poor’s (S&P) was BBB- with stable outlook (2009: BBB with stable outlook) following a downgrade in February 2010. The group’s credit rating with Moody’s was maintained at Baa2 with negative outlook (2009: Baa2 with negative outlook). Fitch downgraded the group’s credit rating to BBB with stable outlook in April 2009 (2009: BBB+ with stable outlook).

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Net debt

At 31 March 2010 net debt was £9,283m, compared with £10,361m at 31 March 2009, a reduction of £1,078m. The components of net debt, which is a non-GAAP measure, together with a reconciliation to the most directly comparable IFRS measure, is detailed below. The movement in the group’s net debt position in 2010 was as follows:

							Foreign
							exchange			Acquisitions
	At						and fair			and other			At
	1 April			Cash			value			non cash			31 March
	2009			flow			movements			movements			2010
Movements in net debt	£m			£m			£m			£m			£m
Bank overdrafts		185			(177	)		–			–			8
Debt due within 1 year		1,357			(1,006	)		377			2,533			3,261
Debt due after 1 year		12,365			509			(817	)		(2,535	)		9,522
Cash at bank and in hand		(562	)		360			5			–			(197	)
Cash equivalents		(738	)		(519	)		2			–			(1,255	)
Current asset investments		(163	)		(246	)		1			2			(406	)
		12,444			(1,079	)		(432	)		–			10,933
Adjustmentsa		(2,083	)		–			433			–			(1,650	)
Net debt		10,361			(1,079	)		1			–			9,283

^a Adjustments to net debt of £1,650m at 31 March 2010 (2009: £2,083m) comprise £1,326m (2009: £1,766m) arising from the re-translation of currency denominated balances at swapped rates where hedged and £324m (2009: £317m) to remove fair value adjustments and accrued interest.

The group has two significant term debt maturities during the 2011 financial year. In December 2010 the group’s US Dollar 8.625% note matures with a principal of $2,883m (£1,742m at swapped rates) and in February 2011 a Euro 7.375% note matures with a principal of €1,125m (£758m at swapped rates). The group has built up significant liquidity in anticipation of these maturities which, alongside cash flows generated from operations and the group’s financing strategy, will fund this requirement. In May 2010, the group entered into a £650m two-year facility arrangement. There are no term debt maturities in the 2012 financial year. The maturity profile of the group’s term debt at 31 March 2010 is shown in the table below.

     Additional disclosures relating to these financial assets and financial liabilities are included in notes 10, 11, 14, 18 and 19 to the consolidated financial statements and include a debt maturity profile, currency and interest rate composition and hedging strategy. Details of the group’s treasury management policies are included in note 32 to the consolidated financial statements.

Maturity profile of term debt^a
(£m)

Financial year

^a Balances reported at swapped rates where hedged.

Pensions

Funding valuation and future funding obligations

The triennial funding valuation of the BTPS at 31 December 2008 and associated recovery plan has been agreed with the Trustee. Under this prudent funding valuation basis at 31 December 2008, the assets of the BTPS had a market value of £31.2bn (2005: £34.4bn) and were sufficient to cover 77.6% (2005: 90.9%) of the benefits accrued by that date. This represented a funding deficit of £9.0bn compared with £3.4bn at 31 December 2005. If the valuation had used a ‘median estimate’ approach, we estimate that the deficit would have been about £3bn at December 2008. This approach reflects how investments might on average be expected to perform over time and the expected impact of the pensions review changes implemented on 1 April 2009. In the three years ended 31 December 2008, the decline in the market value of assets, combined with the longer life expectancy assumptions, significantly increased the funding deficit, although the impact on the liabilities was partially offset by an increase in the discount rate and favourable experience compared to other actuarial assumptions used at 31 December 2005. The key demographic and financial assumptions are set out in note 29 to the consolidated financial statements. Since the valuation date the scheme’s assets have increased by £4.1bn and the Trustee estimates that if the funding valuation was performed at 31 December 2009, the deficit would have been around £7.5bn on this prudent valuation basis.

     Following the agreement of the valuation the ordinary contributions rate reduced to 13.6% of pensionable salaries (including employee contributions) from 19.5%, reflecting the implementation of benefit changes with effect from 1 April 2009, following the UK pensions review. In addition, the group will make deficit payments of £525m per annum for the first three years of the 17 year recovery plan, the first payment of which was made in December 2009. The payment in the fourth year will be £583m, then increasing at 3% per annum. The payments in years four to 17 are equivalent to £533m per annum in real terms assuming annual inflation of 3%. Under the 2005 valuation, deficit contributions were £280m per annum for 10 years. In 2010 the group made regular contributions of £384m (2009: £433m) and deficit contributions of £525m. No deficit contributions were made in 2009 as they were paid in advance during 2008.

     Other features of the agreements with the Trustee for BT providing support to the scheme are:

4 In the event that cumulative shareholder distributions exceed

BT GROUP PLC ANNUAL REPORT & FORM 20-F     53

REVIEW OF THE YEAR FINANCIAL REVIEW

	cumulative total pension contributions over the three-year period to 31 December 2011, then BT will make additional matching contributions to the scheme. Total pension contributions (including regular contributions) are expected to be approximately £2.4bn over the three years.
4	In the event that BT generates net cash proceeds greater than £1bn from disposals and acquisitions in any 12-month period to 31 December 2011, then BT will make additional contributions to the scheme equal to one third of those net cash proceeds.
4	A negative pledge that provides comfort to the scheme that future creditors will not be granted superior security to the scheme in excess of a £1.5bn threshold.

Whilst the valuation and the recovery plan have been agreed with the Trustee, they are currently under review by the Pensions Regulator. However, the Pensions Regulator’s initial view is that they have substantial concerns with certain features of the agreement. The Pensions Regulator has indicated it will discuss its position with us once they have completed their review. Accordingly, as matters stand, it is uncertain as to whether the Pensions Regulator will take any further action. This uncertainty is outside of our control.

     The number of retired members and other current beneficiaries in the BTPS has been increasing in recent years. Consequently, our future pension costs and contributions will principally depend on the investment returns of the pension fund, mortality of members and inflation, all of which could fluctuate in the medium to long-term. To ensure that the scheme remains flexible, fair and sustainable in the long-term there have been changes to future benefit accruals under BTPS, as discussed in more detail on page 19.

     The BTPS was closed to new entrants on 31 March 2001 and people joining BT after that date can participate in a defined contribution pension arrangement which provides benefits based on the employees’ and the employing company’s contributions.

Contractual obligations and commitments

A summary of the group’s principal contractual financial obligations and commitments at 31 March 2010 is shown below. Further details on the items can be found in the notes to the consolidated financial statements. Details of the group’s contingent liabilities are included in note 27 to the consolidated financial statements.

	Payments due by period
			Less		Between		Between		More
			than 1		1 and 3		3 and 5		than 5
Contractual obligations	Total		year		years		years		years
and commitments	£m		£m		£m		£m		£m
Loans and other borrowingsa		12,493		3,253		1,753		1,204		6,283
Finance lease obligations		304		16		28		20		240
Operating lease obligations		7,687		494		891		775		5,527
Capital commitments		383		330		28		23		2
Pension deficit obligations		11,012		525		1,108		1,219		8,160
Total		31,879		4,618		3,808		3,241		20,212

^a Excludes fair value adjustments for hedged risks.

At 31 March 2010 the group had cash, cash equivalents and current asset investments of £1,858m. The group also had unused committed borrowing facilities amounting to £1,500m. At 31 March 2010, £2,532m of debt principal (at hedged rates) fell due for repayment in the 2011 financial year. In May 2010 the group also entered into a £650m two-year facility. These resources will allow the group to settle its obligations as they fall due.

Off-balance sheet arrangements

As disclosed in the consolidated financial statements, there are no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on the group’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditure or capital resources, with the exception of financial commitments and contingent liabilities disclosed in note 27.

Quantitative and qualitative disclosures about interest, foreign exchange, credit and liquidity risks

A discussion of the group’s financial risk management objectives and policies and the exposure of the group to interest rate, foreign exchange, credit and liquidity risk is included in note 32 to the consolidated financial statements.

Going concern

The Review of the year section on pages 10 to 40 includes information on the group structure, the performance of each of the lines of business, the impact of regulation and competition, principal risks and uncertainties and the group’s outlook. The Financial review within this section includes information on our financial position and resources, financial results, liquidity and funding and capital management. Notes 10, 11, 14, 18, 19 and 32 of the consolidated financial statements include information on the group’s investments, derivatives, cash and cash equivalents, borrowings, financial risk management objectives, hedging policies and exposures to credit, liquidity and market risks.

     Alongside the factors noted above, the directors have considered the group’s cash flow forecast for the period to the end of May 2011. The directors are satisfied that this cash flow forecast, taking into account reasonably possible risk sensitivities associated with this forecast and the group’s current funding and facilities, alongside the group’s funding strategy, shows that the group will continue to operate for the foreseeable future. The directors therefore continue to have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and continue to adopt a going concern basis (in accordance with the guidance ‘Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009’ issued by the Financial Reporting Council) in preparing the consolidated financial statements.

     There has been no significant change in the financial or trading position of the group since 31 March 2010.

Alternative performance measures

We assess the performance of the group using a variety of measures, some of which are not defined under IFRS, and are therefore termed ‘non-GAAP measures’. These measures are in addition to, and supplement, those prepared in accordance with IFRS. The alternative performance measures we use include adjusted EBITDA; adjusted operating profit; adjusted profit before taxation; adjusted earnings per share; underlying revenue; underlying operating costs and underlying capital expenditure; free cash flow; and net debt. Free cash flow and adjusted earnings per share are also the group’s key financial performance indicators as disclosed in How we measure our progress on page 7.

54     BT GROUP PLC ANNUAL REPORT & FORM 20-F

REVIEW OF THE YEAR FINANCIAL REVIEW

An explanation of each of these alternative performance measures is set out below. Reconciliations to the nearest measure prepared in accordance with IFRS are included within the body of the Financial review and in the Consolidated financial statements. The alternative performance measures we use may not be directly comparable to similarly titled measures used by other companies.

EBITDA

In addition to measuring financial performance of the lines of business based on operating profit, we also measure performance based on adjusted EBITDA. EBITDA is defined as the group profit or loss before depreciation, amortisation, net finance expense and taxation. Since this is a non-GAAP measure, it may not be directly comparable to the EBITDA of other companies, as they may define it differently. EBITDA is a common measure used by investors and analysts to evaluate the operating financial performance of companies, particularly in the telecommunications sector.

     We consider EBITDA to be a useful measure of our operating performance because it reflects the underlying operating cash costs, by eliminating depreciation and amortisation. EBITDA is not a direct measure of our liquidity, which is shown by our cash flow statement, and it needs to be considered in the context of our financial commitments. A reconciliation from adjusted EBITDA to operating profit, the most directly comparable IFRS measure, is given on page 102.

Adjusted performance measures

Performance measures presented as ‘adjusted’ are stated before specific items, contract and financial review charges of £1,639m recognised within BT Global Services in 2009 and net interest on pensions.

     The directors believe that the presentation of the group’s results in this way is relevant to an understanding of the group’s financial performance. A reconciliation from adjusted EBITDA to operating profit, the most directly comparable IFRS measure is included in the segment information note on page 102. A reconciliation from adjusted operating profit to the reported profit is included on page 42. A reconciliation from adjusted earnings per share to reported earnings per share is included on page 110.

Specific items

In our income statement and segmental analysis we separately identify specific items and present our results both before and after these items. This is consistent with the way that financial performance is measured by management and is reported to the Board and the Operating Committee and assists in providing a meaningful analysis of the trading results of the group. The directors believe that presentation of the group’s results in this way is relevant to the understanding of the group’s financial performance as specific items are significant one-off or unusual in nature and have little predictive value. Items that we consider to be significant one-off or unusual in nature include disposals of businesses and investments, business restructuring costs, asset impairment charges, property rationalisation programmes and the settlement of multiple tax years in a single settlement. An analysis of Specific items recognised in all years presented is included on pages 45 and 106.

Contract and financial review charges

Adjusted revenue, adjusted EBITDA and adjusted operating profit are stated before specific items and the BT Global Services contract and financial review charges of £1,639m recognised in 2009 due to the size and nature of these charges.

Net interest on pensions

Adjusted profit before taxation and adjusted earnings per share are also presented before net interest on pensions, as disclosed in note 29 to the consolidated financial statements, due to the volatile nature of this item.

Underlying revenue, operating costs and capital expenditure

Underlying revenue, operating costs and capital expenditure refers to the amounts excluding 1) the contribution in the current year from acquisitions that are not reflected in the comparable period in the prior year due to the date the acquisition was completed, and 2) the impact of rebasing the prior year to be on a constant currency basis compared with the current year. No adjustment is made to the prior year reported revenue, operating costs or capital expenditure in determining the year on year movement in underlying revenue, operating costs and capital expenditure. The directors believe that presentation of the group’s revenue, operating costs and capital expenditure in this way is relevant to an understanding of the group’s financial performance.

     Both acquisitions and foreign exchange rate movements can have significant impacts on the group’s reported revenue, operating costs and capital expenditure and therefore can impact year on year comparisons. Presentation of the group’s revenue, operating costs and capital expenditure excluding the year on year impact of acquisitions and on a constant currency basis allows the group’s revenue, operating costs and capital expenditure to be presented on a consistent basis for the purpose of year on year comparisons. A reconciliation of reported operating costs and capital expenditure to underlying operating costs and capital expenditure is presented below:

	Operating		Capital
	costs		expenditure			Total
Year ended 31 March 2010	£m		£m			£m
Reported		19,116		2,533			21,649
Less:
Specific items		(427)		–			(427	)
Depreciation and amortisation		(3,039)		–			(3,039	)
Leaver costs		(142)		–			(142	)
		15,508		2,533			18,041
Less:
Foreign exchange		(316)		(16	)		(332	)
Acquisitions		(32)		–			(32	)
Total underlying costs		15,160		2,517			17,677

Free cash flow

Free cash flow is one of our key performance indicators by which our financial performance is measured. Free cash flow is defined as the net increase in cash and cash equivalents less cash flows from financing activities (except net interest paid) and less the acquisition or disposal of group undertakings and less the net sale of short-term investments and excluding pension deficit payments. Free cash flow is primarily a liquidity measure, however we also

BT GROUP PLC ANNUAL REPORT & FORM 20-F     55

REVIEW OF THE YEAR FINANCIAL REVIEW

believe it is an important indicator of our overall operational performance as it reflects the cash we generate from operations after capital expenditure and financing costs, both of which are significant ongoing cash outflows associated with investing in our infrastructure and financing our operations. In addition, free cash flow excludes cash flows that are determined at a corporate level independently of ongoing trading operations such as dividends, share buy backs, acquisitions and disposals and repayment of debt. Our use of the term free cash flow does not mean that this is a measure of the funds that are available for distribution to shareholders. A reconciliation of free cash flow to net cash inflow from operating activities, the most directly comparable IFRS measure, is included on page 51.

Net debt

Net debt consists of loans and other borrowings (both current and non current), less current asset investments and cash and cash equivalents. Loans and other borrowings are measured at the net proceeds raised, adjusted to amortise any discount over the term of the debt. For the purpose of this measure, current asset investments and cash and cash equivalents are measured at the lower of cost and net realisable value. Currency denominated balances within net debt are translated to Sterling at swapped rates where hedged.

     This definition of net debt measures balances at the expected value of future undiscounted cash flows due to arise on maturity of financial instruments and removes the balance sheet adjustments made from the re-measurement of hedged risks under fair value hedges and the use of the effective interest method as required by IAS 39. In addition, the gross balances are adjusted to take account of netting arrangements.

     Net debt is considered to be an alternative performance measure as it is not defined in IFRS. The most directly comparable IFRS measure is the aggregate of loans and other borrowings (current and non current), current asset investments and cash and cash equivalents. A reconciliation of net debt to this measure is included on page 53. It is considered both useful and necessary to disclose net debt as it is a key measure against which performance against the group’s strategy is measured. It is a measure of the group’s net indebtedness that provides an indicator of the overall balance sheet strength. It is also a single measure that can be used to assess both the group’s cash position and indebtedness. There are material limitations in the use of alternative performance measures and the use of the term net debt does not necessarily mean that the cash included in the net debt calculation is available to settle the liabilities included in this measure.

56     BT GROUP PLC ANNUAL REPORT & FORM 20-F

REPORT OF THE DIRECTORS

We are committed to operating in accordance with best practice in business integrity, maintaining the highest standards of financial reporting, corporate governance and ethics. The directors consider that BT has, throughout the year, complied with the provisions set out in Section 1 of the 2008 Combined Code on Corporate Governance (the Code) and has applied the main principles of the Code as described in this report.

58	BOARD OF DIRECTORS AND OPERATING COMMITTEE
58	Chairman
58	Executive directors
58	Company Secretary
58	Operating Committee
59	Non-executive directors
60	THE BOARD
60	Introduction
60	Corporate governance statement
60	Directors
60	Governance and role of the Board
61	Directors’ powers to authorise conflicts of interest
61	BT’s non-executive directors
61	Main Board committees
61	New York Stock Exchange
62	REPORT OF THE AUDIT COMMITTEE
62	Introduction
62	Committee role
62	Committee activities
64	REPORT OF THE NOMINATING COMMITTEE
64	Introduction
64	Committee role and activities
64	Board evaluation
65	REPORT OF THE COMMITTEE FOR RESPONSIBLE AND SUSTAINABLE BUSINESS
65	Introduction
65	Committee role
65	Committee activities
66	REPORT ON DIRECTORS’ REMUNERATION
66	Overview
66	Introduction
66	Remuneration policy (not audited)
73	Remuneration review (audited)
78	DIRECTORS’ INFORMATION
78	Election and re-election
78	Meetings attendance
78	Service agreements
78	Training and information
78	Independent advice
78	Directors’ and officers’ liability insurance and indemnity
78	Interest of management in certain transactions
79	BUSINESS POLICIES
79	Responsible business
79	Political donations
79	Pension funds
79	Financial statements
79	Takeover Directive disclosure
80	Financial instruments
80	Internal control and risk management
80	US Sarbanes-Oxley Act of 2002
81	Disclosure controls and procedures
81	Internal control over financial reporting
82	SHAREHOLDERS AND ANNUAL GENERAL MEETING
82	Relations with shareholders
82	Substantial shareholdings
82	AGM resolutions
82	Authority to purchase shares

BT GROUP PLC ANNUAL REPORT & FORM 20-F     57

REPORT OF THE DIRECTORS

BOARD OF DIRECTORS AND OPERATING COMMITTEE

Chairman

Sir Michael Rake
Chairman^c,d,e,f

Sir Michael was appointed to the Board as Chairman on 26 September 2007. He also chairs the Nominating Committee and the Committee for Responsible and Sustainable Business. He was formerly chairman of KPMG International from 2002 to 2007, and previously held other roles in KPMG from 1972.

     He is chairman of the UK Commission for Employment and Skills and easyJet, and a non-executive director of Barclays, where he chairs the Audit Comittee, McGraw Hill and the Financial Reporting Council. Sir Michael’s appointments include vice-president of the RNIB, membership of the board of the TransAtlantic Business Dialogue, the CBI International Advisory Board and the National Security Forum.

     A Chartered Accountant, he was knighted in 2007 for his services to the accountancy profession. Aged 62.

Executive directors

Ian Livingston
Chief Executive^a,f

Ian Livingston was appointed as Chief Executive on 1 June 2008. He chairs the Operating Committee. He was formerly Chief Executive of BT Retail from 7 February 2005 and Group Finance Director from April 2002. Prior to joining BT, he was group finance director of Dixons Group from 1997. He joined Dixons in 1991 after working for 3i Group and Bank of America International. His experience at Dixons spanned a number of operational and financial roles, both in the UK and overseas. He is a non-executive director of Celtic. He is a Chartered Accountant. Aged 45.

Tony Chanmugam
Group Finance Director^a

Tony Chanmugam was appointed to the Board on 1 December 2008 as Group Finance Director. He was formerly Chief Financial Officer of BT Retail and Managing Director of BT Enterprises and, from 1997 to 2004, he was Chief Financial Officer and then Chief Operating Officer at BT Global Solutions. He was appointed a non-executive director and chairman of the audit committee of Barnet and Chase Farm Hospital Trust in April 2010. He is a Chartered Management Accountant. Aged 56.

Gavin Patterson
Chief Executive, BT Retail^a,e

Gavin Patterson was appointed to the Board on 1 June 2008. He joined BT in January 2004 as Managing Director, Consumer Division, BT Retail and was appointed Chief Executive, BT Retail on 1 May 2008. Before joining BT, he was managing director of the consumer division of Telewest. He joined Telewest in 1999 and held a number of commercial and marketing roles, after working for Procter & Gamble since 1990. Aged 42.

Company Secretary

Andrew Parker

Andrew Parker, formerly General Counsel, BT Retail from 2004, was appointed Company Secretary on 1 April 2008. A solicitor, he has worked for BT since 1988 in a number of legal, regulatory and compliance roles. He is an employer-nominated trustee director of the BT Pension Scheme. Andrew previously worked in the City in legal private practice. Aged 50.

Operating Committee

Ian Livingston, Chief Executive
Tony Chanmugam, Group Finance Director
Sally Davis, Chief Executive, BT Wholesale
Jeff Kelly, Chief Executive, BT Global Services
Roel Louwhoff, Chief Executive, BT Operate
Gavin Patterson, Chief Executive, BT Retail
Clive Selley, Chief Executive, BT Innovate & Design

Key to membership of Board committees:

^a Operating

^b Audit

^c Remuneration

^d Nominating

^e Responsible and Sustainable Business

^f Pension Scheme Performance Review Group

^g Equality of Access Board

58     BT GROUP PLC ANNUAL REPORT & FORM 20-F

REPORT OF THE DIRECTORS BOARD OF DIRECTORS AND OPERATING COMMITTEE

Non-executive directors

Tony Ball^d

Tony Ball was appointed to the Board on 16 July 2009. He has held senior executive positions in broadcasting and telecommunications businesses in the UK, US and continental Europe. Between 1999 and 2003 he was chief executive of BSkyB. He is chairman of the supervisory board of Kabel Deutschland, the German cable operator. He is also a board member of the Olympic Delivery Authority for the 2012 London Olympic Games and a non-executive director of the Spanish cable company ONO. Aged 54.

J Eric Daniels^c,d

Eric Daniels was appointed to the Board on 1 April 2008. He has been group chief executive of Lloyds Banking Group (formerly Lloyds TSB Group) since 2003 and a director since 2001, and was formerly group executive director, UK retail banking. He worked for Citibank from 1975 to 2000 becoming chief operating officer of Citibank’s consumer bank, then chairman and CEO of Travelers Life and Annuity, following its merger with Citibank. After that, Eric was chairman and chief executive of Zona Financiera from 2000 to 2001 before joining Lloyds TSB Group.

     He is an international advisory board member for British American Business Inc, a member of the International Council of Business Advisors and chief executive of the UK Career Academy Foundation. A US national, he is aged 58.

Phil Hodkinson^b,d,e,f

Phil Hodkinson was appointed to the Board on 1 February 2006. He chairs the Audit Committee. A Fellow of the Institute of Actuaries, prior to his retirement in 2007, Phil’s former roles included group finance director of HBOS, chairman of Insight Investment and Clerical Medical, and chief executive of Zurich Life and Eagle Star Life.

     Phil is a non-executive director of HM Revenue & Customs, Travelex, Resolution and Business in the Community, and a trustee of Christian Aid and BBC Children in Need. Aged 52.

Clayton Brendish^b,d,e

Clay Brendish was appointed to the Board on 1 September 2002. Prior to his retirement in May 2001, Clay was executive deputy chairman of CMG, having joined the board when it acquired Admiral. Clay was co-founder and executive chairman of Admiral. He also acted as an adviser to the Government on the efficiency of the Civil Service.

     He is non-executive chairman of Anite, Echo Research and SThree and a non-executive director of Herald Investment Trust. He is also a trustee of the Economist Group. Aged 63.

Rt Hon Patricia Hewitt^b,c,d,f

Patricia Hewitt was appointed to the Board on 24 March 2008 and became the Senior Independent Director on 16 July 2009. She chairs the Remuneration Committee and the Pension Scheme Performance Review Group. She stepped down as an MP at the 2010 election. She was Secretary of State for Health from 2005 to 2007 and previously for Trade and Industry and Cabinet Minister for Women from 2001 to 2005. Before entering Parliament in 1997, she was director of research EMEA at Andersen Consulting (now Accenture) and deputy director of the Institute for Public Policy Research. Patricia is a member of the Asia Pacific Advisory Committee of Barclays. She chairs the UK India Business Council and Katha Children’s Trust. A British and Australian dual national, she is aged 61.

Carl G Symon^b,c,g

Carl Symon was appointed to the Board on 14 January 2002, and was appointed chairman of the Equality of Access Board when it became operational on 1 November 2005. He retired from IBM in May 2001 after a 32-year career, during which he held senior executive positions in the US, Canada, Latin America, Asia and Europe.

     Carl is a non-executive director of BAE Systems and Rexam. He was formerly chairman of the HMV Group and a non-executive director of Rolls-Royce. A US national, he is aged 64.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     59

REPORT OF THE DIRECTORS

THE BOARD

Introduction

BT Group plc is the listed holding company for the BT group of companies: its shares are listed on the London Stock Exchange and on the New York Stock Exchange in the form of American Depositary Shares.

     The directors submit their report and the audited financial statements of the company, BT Group plc, and the group, which includes its subsidiary undertakings, for the 2010 financial year.

     The Review of the year on pages 10 to 40 forms part of this report. The audited financial statements are presented on pages 87 to 144 and 149.

Corporate governance statement

We are committed to operating in accordance with best practice in business integrity and maintaining the highest standards of financial reporting, corporate governance and ethics. The directors consider that BT has, throughout the year, complied with the provisions set out in Section 1 of the 2008 Combined Code on Corporate Governance (the Code) and applied the main principles of the Code as described in pages 58 to 82 of this Report. The Code and associated guidance can be found on the Financial Reporting Council website at www.frc.org.uk/corporate/combinedcode.cfm

Directors

The names and biographical details of the directors are given on pages 58 and 59 in Board of Directors and Operating Committee.

     Changes to the composition of the Board from 1 April 2009 are set out in the table below:

Former directors	Date of change
Matti Alahuhta	31 May 2009
Maarten van den Bergh	15 July 2009
Hanif Lalani	7 January 2010
Deborah Lathen	31 January 2010
New director
Tony Ball	16 July 2009

Maarten van den Bergh retired from the Board on 15 July 2009. He was succeeded as Senior Independent Director by Rt Hon Patricia Hewitt, who also became chair of the Remuneration Committee and the Pension Scheme Performance Review Group, and a member of the Nominating Committee.

Governance and role of the Board

The Board, which operates as a single team, is made up of the part-time Chairman, the Chief Executive, two other executive directors and six non-executive directors. All the non-executive directors during the 2010 financial year met, and continue to meet, the criteria for independence set out in the Combined Code and are therefore considered by the Board to be independent. The Board viewed the Chairman as independent at the time of his appointment. In line with BT’s policy, the Board comprised a majority of independent non-executive directors throughout the 2010 financial year.

The Board is ultimately responsible for the management of the group’s operations in addition to discharging certain legal responsibilities. It has final responsibility for the group’s strategy and for overseeing the group’s performance. Its principal focus is on:

4	Strategy
4	Development
4	Growing shareholder value
4	Oversight and control
4	Corporate governance.

  It approves BT’s:

4	values, ethics and business policies and practices
4	strategic plans
4	annual budget
4	capital expenditure and investments budgets
4	larger capital expenditure proposals
4	the overall system of internal controls, governance and compliance authorities.

The Board also oversees controls, operating and financial performance and reviews the risk register. These responsibilities are set out in a formal statement of the Board’s role which is available at www.bt.com/board

     The Board has agreed the corporate governance framework, including giving authority to the key management committee, the Operating Committee, to make decisions on operational and other matters. The roles and powers of this Committee are set out below.

     The Board normally meets nine times each year as it did during the 2010 financial year.

     The roles of the Chairman and the Chief Executive are separate. They are set out in written job descriptions, approved by the Nominating Committee. As well as chairing the Board, the Chairman consults the non-executive directors, particularly the Senior Independent Director, on corporate governance issues, matters considered by the Nominating Committee, which the Chairman chairs, and the individual performance of the non-executive directors. The Chairman and the non-executive directors hold regular meetings at which they discuss matters without the executive directors being present. With the Chief Executive and the Company Secretary, the Chairman ensures that the Board is kept properly informed, is consulted on all issues reserved to it and that its decisions are made in a timely and considered way that enables the directors to fulfil their fiduciary duties. The Chairman ensures that the views of the shareholders are known to the Board and considered appropriately. He represents BT in specified strategic and Government relationships, as agreed with the Chief Executive, and generally acts as the bridge between the Board and the executive team, particularly on BT’s broad strategic direction. The Chairman’s other current significant commitments are shown in Board of Directors and Operating Committee on page 58. The Chief Executive has final executive responsibility, reporting to the Board, for the success of the group.

     The Company Secretary manages the provision of timely, accurate and considered information to the Board for its meetings and, in consultation with the Chairman and Chief Executive, at other appropriate times. He recommends to the Chairman and the Chief Executive, for Board consideration where appropriate, corporate governance policies and practices and is responsible for communicating and implementing them. He advises the Board on appropriate procedures for the management of its meetings and duties (and the meetings of the main committees), as well as corporate governance and compliance within the group. The appointment and removal of the Company Secretary is a matter for the whole Board.

60     BT GROUP PLC ANNUAL REPORT & FORM 20-F

REPORT OF THE DIRECTORS THE BOARD

Directors’ powers to authorise conflicts of interest

All directors have a duty under the Companies Act 2006 (the ‘2006 Act’) to avoid a situation in which he or she has or can have a direct or indirect interest that conflicts or possibly may conflict with the interests of the company. The company adopted new Articles of Association in July 2009 which included provisions for dealing with directors’ conflicts of interest in accordance with the 2006 Act. The Company has procedures in place, which it follows, to deal with situations where directors may have any such conflicts, which require the Board to:

4	consider each conflict situation separately on its particular facts
4	consider the conflict situation in conjunction with the rest of their duties under the 2006 Act
4	keep records and Board minutes as to authorisations granted by directors and the scope of any approvals given
4	regularly review conflict authorisation.

BT’s non-executive directors

The Nominating Committee has agreed and reviews from time to time the combination of experience, skills and other attributes which the non-executive directors as a whole should bring to the Board. This profile is used by the Committee, when the appointment of a non-executive director is being considered, to assess the suitability of candidates. Short-listed candidates meet the Committee, which then recommends to the Board candidates for appointment.

     The non-executive directors provide a strong, independent element on the Board. Between them, they bring experience and independent judgement, gained at the most senior levels of international business operations and strategy, finance, marketing, technology, communications and political and international affairs.

     In her capacity as the Senior Independent Director, and as the chairman of the Remuneration Committee, Patricia Hewitt meets from time to time with BT’s major institutional shareholders. She is able, if necessary, to discuss matters with these shareholders where it would be inappropriate for those discussions to take place with either the Chairman or the Chief Executive.

     Non-executive directors are appointed initially for three years, subject to three months’ termination notice from either BT or the director. At the end of the first three years, the appointment may be continued by mutual agreement. Each non-executive director is provided, upon appointment, with a letter setting out the terms of his or her appointment, including membership of Board committees, the fees to be paid and the time commitment expected from the director. The letter also covers such matters as the confidentiality of information and BT’s share dealing code.

Main Board committees

The Operating Committee, the key management committee, meets weekly and is chaired by the Chief Executive. The other members are the Group Finance Director and the Chief Executives of BT Retail, BT Wholesale, BT Global Services, BT Innovate & Design and BT Operate. The Company Secretary attends all meetings and the Group HR Director normally attends the meetings. The Committee has collective responsibility for running the group’s business. To do that, it develops BT’s strategy and budget for Board approval, recommends to the Board capital expenditure and investments budgets, monitors financial, operational and customer quality of service performance, reviews the risk register and individual risks on it, allocates resources across BT within plans agreed by the Board, plans and delivers major programmes, and reviews the senior talent base and succession plans. Within BT’s corporate governance framework, approved by the Board, the Operating Committee can approve, up to limits beyond which Board approval is required, capital expenditure, disposals of fixed assets, investments and divestments. It can delegate these approvals, up to its own limits, to sub-committees and to senior executives.

     To meet best corporate governance practice, the Audit Committee, the Remuneration Committee and the Nominating Committee have long been an established part of BT’s system of governance. Each committee has written terms of reference, which are available on our website. The Report of the Audit Committee, the Report of the Nominating Committee and the Report on directors’ remuneration are on pages 62 to 77. The Report of the Committee for responsible and sustainable business is included on page 65. The Equality of Access Board (EAB), which is also a committee of the Board, was established, as part of the Undertakings given by BT to Ofcom following Ofcom’s strategic review of telecommunications, to monitor, report and advise BT on BT’s compliance with these Undertakings. As required by the Undertakings, the EAB comprises five members: Carl Symon, a BT non-executive director and chairman of the EAB; a BT senior executive, Himanshu Raja, Chief Financial Officer, BT Innovate & Design; and three independent members: Sir Bryan Carsberg, Stephen Pettit and Dr Peter Radley. The EAB reports regularly to the Board. Its terms of reference are available on BT’s website. The EAB publishes an annual report to Ofcom, which is also available on BT’s website.

     The Board also has a Pension Scheme Performance Review Group, which reviews the position of the BTPS and issues affecting its ongoing funding.

New York Stock Exchange

BT, as a foreign issuer with American Depositary Shares listed on the New York Stock Exchange (NYSE), is obliged to disclose any significant ways in which its corporate governance practices differ from the corporate governance listing standards of the NYSE.

     We have reviewed the NYSE’s listing standards and believe that our corporate governance practices are consistent with them, with the following exception where we do not meet the strict requirements set out in the standards. These state that companies must have a nominating/corporate governance committee composed entirely of independent directors and with written terms of reference which, in addition to identifying individuals qualified to become board members, develops and recommends to the Board a set of corporate governance principles applicable to the company. We have a Nominating Committee chaired by the Chairman, Sir Michael Rake, but this does not develop corporate governance principles for the Board’s approval. The Board itself approves the group’s overall system of internal controls, governance and compliance authorities. The Board and the Nominating Committee are made up of a majority of independent, non-executive directors.

     The Sarbanes-Oxley Act of 2002, the US Securities and Exchange Commission (SEC) and NYSE introduced rules on 31 July 2005 requiring us to comply with certain provisions relating to the Audit Committee. These include the independence of Audit Committee members and procedures for the treatment of complaints regarding accounting or auditing matters. We are fully compliant with these requirements.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     61

REPORT OF THE DIRECTORS

REPORT OF THE AUDIT COMMITTEE

Introduction

The Audit Committee is chaired by Phil Hodkinson. The other members are Clay Brendish, Patricia Hewitt and Carl Symon. They are all independent non-executive directors. They were all members of the Committee throughout the 2010 financial year. Appointments are for a period of up to three years, which may be extended for two further three year periods, provided the director remains independent. The Board considers that the Committee’s members have broad commercial knowledge and extensive business leadership experience, having held between them various prior roles in major business, Government, financial management, treasury and financial function supervision and that this constitutes a broad and suitable mix of business, financial management and IT experience. The Board has reviewed membership of the Committee and is satisfied that it includes a member in the person of Phil Hodkinson who has recent and relevant financial experience required for the provisions of the Code and is an ‘audit committee financial expert’ for the purposes of the US Sarbanes-Oxley Act. The Committee meets typically five times each financial year: in April, May, July, November and February and the Chairman of the Committee reports on the discussions at the next Board meeting.

     The Group Finance Director, Company Secretary, Director Internal Audit and Director Group Financial Control although not members of the Audit Committee, will attend meetings with the agreement of the Chairman of the Audit Committee. The external auditors will normally attend meetings, although they will not be present when the Committee discusses their performance and/or remuneration.

     The papers and minutes of the Audit Committee meetings are also sent to directors who are not members of the Committee.

Committee role

The Committee’s terms of reference are available from the Company Secretary and are posted on our website at www.bt.com/committees The Committee recommends the appointment and reappointment of the external auditors and considers their resignation or dismissal, recommending to the Board appropriate action to appoint new auditors. PricewaterhouseCoopers have been the company’s auditors for many years. Having reviewed the independence and effectiveness of the external auditors, the Committee has not considered it necessary to date to require them to tender for the audit. The external auditors are required to rotate the lead partner every five years, and other partners every seven years, that are responsible for the group and subsidiary audits. The partner currently responsible for BT’s audit is completing his first year. The Committee discusses with the auditors the scope of their audits before they commence, reviews the results and considers the formal reports of the auditors and reports the results of those reviews to the Board. The Committee reviews the auditors’ performance each year by gathering feedback from Committee members and senior management, and by considering reports on the audit firm’s own internal quality control procedures and assessment of independence. No contractual obligations exist that restrict the group’s choice of external audit firm.

     As a result of regulatory or similar requirements, it may be necessary to employ the external auditors for certain non-audit work. In order to safeguard the independence and objectivity of the external auditors, the Board has determined policies as to what non-audit services can be provided by the external auditors and the approval processes related to them. Under those policies, work of a consultancy nature will not be offered to the external auditors unless there are clear efficiencies and value-added benefits to the company. The overall policies and processes to implement them were reviewed and appropriately modified in the light of the provisions of the Sarbanes-Oxley Act relating to non-audit services that external auditors may not perform. The Audit Committee monitors the extent of non-audit services being performed by the external auditors and approves any services not included on the list of services the Committee has pre-approved before it is undertaken. It also monitors the level of non-audit fees paid to the auditors. Details of non-audit services carried out by the external auditors are in note 31 in the Notes to the consolidated financial statements on page 136.

      The Audit Committee reviews BT’s published financial results, the Annual Report and Form 20-F and other published information for statutory and regulatory compliance. It reports its views to the Board to assist it in its approval of the results announcements and the Annual Report and Form 20-F.

     The Committee also reviews the disclosures made by the Chief Executive and Group Finance Director during the certification process for the annual report about the design and operation of internal controls or weaknesses in the controls, including any fraud involving management or other employees who have a significant role in the company’s financial controls. The Board, as required by UK law, takes responsibility for all disclosures in the annual report.

     The Audit Committee reviews internal audit and its relationship with the external auditors, including plans and performance; and monitors, reviews and reports on risk management processes and the standards of risk management and internal control, including the processes and procedures for ensuring that material business risks, including risks relating to IT security, fraud and related matters, are properly identified and managed.

     It reviews promptly all material reports on the company from the internal auditors and ensures that appropriate action is taken on issues arising from such reports, including monitoring management’s responsiveness to the findings and recommendations of the internal auditors.

     It reviews the processes for dealing with complaints received by the company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters (‘whistleblowing’ procedures), ensuring arrangements are in place for the proportionate, independent investigation and appropriate follow up of such matters.

     During the 2010 financial year, the Committee placed particular emphasis on reviewing: the effectiveness of internal audit, major contract management and accounting, the line of business Audit Committees and the management of risk.

Committee activities

At each of its meetings, the Committee reviews with the Director Internal Audit and appropriate executives the implementation and effectiveness of key operational and functional change and remedial programmes. The Committee also sets time aside at each meeting to seek the views of the internal and external auditors in the absence of management.

     During the year the Audit Committee business included consideration of the following:

     April:

4	BT Global Services contract performance
4	review of the internal control requirements under the Combined Code and Sarbanes-Oxley
4	draft Annual Report and Form 20-F.
	May:
4	review of going concern
4	review of external audit and non-audit fees

62     BT GROUP PLC ANNUAL REPORT & FORM 20-F

REPORT OF THE DIRECTORS REPORT OF THE AUDIT COMMITTEE

4	the Annual Report and Form 20-F, full year results announcements and related formal statements
4	corporation tax provisions
4	accounting estimates and judgements
4	review of the internal control requirements under the Combined Code and Sarbanes-Oxley
4	annual report on the performance of the Internal Audit function and year end Corporate Summary report
4	annual update on ‘whistleblowing’, litigation trends and major litigation report
4	external auditors’ report.
	July:
4	review of the external and internal auditors’ effectiveness
4	first quarter results, announcement and related formal statements
4	BT Security update.
	September:
4	review of internal audit effectiveness. November:
4	review of fees for audit and non-audit services
4	review of the line of business Audit Committees
4	enterprise risk management review
4	half year results, announcement and related formal statements
4	external audit plan
4	BT Global Services major contracts review
4	review of internal control requirements under the Combined Code and Sarbanes-Oxley
4	forward strategy for Internal Audit.
	February:
4	third quarter results, announcement and related formal statements
4	internal audit review update
4	risk management agenda for 2010/11
4	external auditors’ quarterly report
4	annual review of accounting policies
4	review of the operation of Sarbanes-Oxley s404 processes.

The Committee evaluated its performance and processes by inviting Committee members, key executives and the external auditors to complete questionnaires. This formed part of the annual Board and Committee evaluation. The results showed that the Committee continued to be effective in terms of both behaviours and processes but highlighted the need to understand better the risks inherent in and the accounting for major BT Global Services contracts and to focus more on the adequacy of risk mitigation plans. As a result, and having considered the recommendation in the ‘Walker Review’ about establishing a risk committee, the annual meeting schedule of the Committee has changed to include an additional meeting and for risk management to be given special attention at the July and February meetings. The Committee will monitor the position to assess whether a separate risk committee is needed going forward, given the complex nature of BT’s business. The Committee also undertook a review of the Internal Audit function during the year, which focused on direction, experience and skill set, and the appropriateness of the methodologies and tools used. In response to the findings, the Committee approved an action plan to address the areas highlighted for improvement.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     63

REPORT OF THE DIRECTORS

REPORT OF THE NOMINATING COMMITTEE

Introduction

The Nominating Committee is chaired by the Chairman. The other members are Tony Ball, Clay Brendish, Eric Daniels, Patricia Hewitt and Phil Hodkinson.

     Five of its six members are independent non-executive directors. Although he is not independent, the Board believes that Sir Michael Rake, as Chairman of the Board, is the most appropriate person to chair the Committee. He would not participate in the selection and appointment of his successor. The Company Secretary and, where appropriate, at the invitation of the Chairman, the Chief Executive attend the Committee’s meetings.

Committee role and activities

The Committee’s terms of reference are available from the Company Secretary and are posted on our website at www.bt.com/committees The Nominating Committee ensures an appropriate balance of experience and expertise on the Board, reviews the size and composition of the Board and recommends any proposed changes to the Board.

     It keeps under review the need to refresh the Board, prepares a description of the specific experience and skills needed for an appointment, considers candidates who are put forward by the directors and external consultants, and recommends to the Board the appointment of all directors after having met short-listed candidates. It makes recommendations to the Board on whether to reappoint non-executive directors at the end of terms of office. It also reviews the time required from the Senior Independent Director and other non-executive directors to carry out their duties and advises the Board on succession planning for the positions of the Chairman, Deputy Chairman and/or Senior Independent Director, Chief Executive and all other Board appointments.

     The Committee met three times during the 2010 financial year. It reviewed Board succession, in particular the position of Senior Independent Director, the size, skills profile and composition of the Board, the role of external recruitment consultants and Board and Committee evaluation questionnaires and process. The Committee recommended:

4	the appointment of Patricia Hewitt as Senior Independent Director in succession to Maarten van den Bergh; and
4	the appointment of Tony Ball as a non-executive director to bring industry-relevant knowledge and experience to the Board, having held senior executive positions in broadcasting and telecommunication businesses in the US and Europe, including the UK.

It also reviewed the position of the Chairman.

     The minutes of Nominating Committee meetings are sent, at their request, to directors who are not members of the Committee, where appropriate to do so.

Board evaluation

A further review was carried out by the Chairman and Company Secretary through a questionnaire and discussion with directors in April 2009.

     Maarten van den Bergh, the Deputy Chairman, reviewed the performance of the Chairman taking into account the views of the non-executive directors.

     The Chairman and Maarten van den Bergh’s successor as Senior Independent Director, Patricia Hewitt, reviewed the results of the evaluation and agreed and implemented a set of actions to address the points raised. These included:

4	the appointment of Tony Ball as a director, to bring broadcasting and telecommunication business experience to the Board
4	an increased focus on improving BT Global Services’ performance
4	more frequent discussion at Board meetings on strategic issues and opportunities
4	building further customer and investor confidence
4	improving the quality and depth of oversight functions.

A further review was carried out in March and April 2010 by the Chairman and Company Secretary through a questionnaire and discussion and the results will be discussed by the Board following which an action plan will be produced. It has been agreed that, from now on, the annual Board evaluation will be carried out using an external facilitator every two or three years.

     Separate surveys about Audit Committee and Remuneration Committee effectiveness were also carried out and the outcomes of the surveys are reported in their respective reports. The Operating Committee also conducted its own evaluation, and considered the results.

64     BT GROUP PLC ANNUAL REPORT & FORM 20-F

REPORT OF THE DIRECTORS

REPORT OF THE COMMITTEE FOR RESPONSIBLE
AND SUSTAINABLE BUSINESS

Introduction

The Committee for Responsible and Sustainable Business is chaired by the Chairman and comprises: Gavin Patterson, Chief Executive BT Retail; Larry Stone, President Group Public and Government Affairs; and Alex Wilson, Group Human Resources Director; two non-executive directors: Clay Brendish and Phil Hodkinson and three independent members: Lord Hastings, Baroness Jay and Dame Ellen MacArthur. Jonathon Porritt, chair of BT’s external Leadership Advisory Panel, attends one meeting per annum. Deborah Lathen left the Committee on 31 January 2010, when she ceased to be a director.

Committee role

With input and recommendations from executive management and advice from an independent expert advisory panel, the Committee sets the corporate responsible and sustainable business strategy for the BT group globally (including wholly owned subsidiaries) for approval by the Board. The Committee reviews and agrees plans and targets, evaluates performance, oversees a culture of transparency and stakeholder accountability and distributes, within the approved budget, funding to support the strategy.

Committee activities

The Committee aims to ensure that BT’s responsible policies, behaviour and practices are applied throughout the business, minimising any CR risks to BT’s operations and reputation. It encourages innovation and the development of new communication services to help create a more sustainable society. The Committee met four times in the 2010 financial year and reviewed:

4	progress against CR strategy and key performance indicators
4	community and charity support programmes
4	the development of BT’s volunteering and sustainability skills programmes
4	activities supporting BT’s environment and climate change programmes
4	proposals relating to the development of BT’s low carbon economy solutions.

The Committee made visits to a number of organisations in the 2010 financial year, including InterHealth, One Young World, I CAN and Radar, and also to Adastral Park (where the Committee met more organisations and reviewed a number of projects).

     The Committee has close links with BT’s CR Leadership Advisory Panel (Panel); Jonathon Porritt (chair of the Panel) attended the July meeting of the Committee and Dame Ellen MacArthur attended the December Panel meeting. Gavin Patterson is a member of the Committee and he attends Panel meetings.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     65

REPORT OF THE DIRECTORS

REPORT ON DIRECTORS’ REMUNERATION

Overview

4	The Remuneration Committee endorsed the Chief Executive’s proposal that directors and senior executives should receive no salary increase in 2009/10, in line with the pay freeze for all employees.
4	In view of our executive team’s strong performance, the Committee decided to increase salaries to directors and senior executives from June 2010. Executive directors’ salaries are set to be below the median level for directors of comparable companies. The salary increases proposed for 2010/11 are in line with that principle.
4	The demanding conditions set for the 2009/10 annual bonus were largely met. In particular, BT exceeded the targets for free cash flow and earnings per share (EPS). The Chief Executive was therefore awarded a bonus of 142% of target; 71% of his maximum bonus opportunity.
4	In 2008, shareholders supported a two-stage change in executive remuneration, designed to simplify the structure and bring total remuneration closer to our comparators. As we reported last year, however, the second stage was postponed in view of the company’s disappointing performance. The second stage will now be implemented in 2010/11, but with lower maximum long-term incentive opportunities than originally proposed, and lower than awards granted in previous years.
4	Following consultation with major shareholders, we strengthened the performance measures for our long-term Incentive Share Plan. For awards granted from 2009/10, half of each award is linked to total shareholder return and half to a new three-year cumulative free cash flow measure.
4	The Committee introduced a clawback mechanism into all executive share plans, making BT one of the first companies to take such action.
4	Having considered the impact of personal income tax changes from April 2010, the Committee endorsed the Chief Executive’s recommendation that no changes be made in order to either avoid or to compensate for the higher top tax rate.
4	Hanif Lalani, Chief Executive of BT Global Services and formerly Group Finance Director, resigned as a director on 7 January 2010. Details of his leaving arrangements are disclosed in this report.

Introduction

This report sets out the details of the remuneration policy for the company’s directors and senior executives and the amounts paid to the directors in 2009/10. As well as meeting statutory requirements, the Committee aims to comply with best practice guidelines in producing this report. Relevant sections of this report have been audited in accordance with the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

     This report covers the following:

4 Remuneration policy (not subject to audit)

(i)	Role of the Remuneration Committee
(ii)	Remuneration principles
(iii)	Remuneration in 2009/10 and 2010/11
(iv)	Other matters
	Executive share ownership
	Pensions
	Other benefits
	Director who has left the Board
	Service agreements
	Outside appointments
	Non-executive directors’ letters of appointment
	Non-executive directors’ remuneration
	Directors’ service agreements and contracts of appointment
	Directors’ interests
	Performance graph

4 Remuneration review (audited)

Directors’ emoluments

Former directors

Loans

Pensions

Share options

Share awards under long-term incentive plans

Vesting of outstanding share awards and options

Deferred Bonus Plan awards

Share awards under the Employee Share Investment Plan

Shareholders will be asked to vote on this Report at the 2010 AGM.

Remuneration policy

This part of the Report on directors’ remuneration is not subject to audit.

(i) Role of the Remuneration Committee

The Remuneration Committee is a formal committee of the Board and has powers delegated to it under the Articles of Association. Its remit is set out in the terms of reference formally adopted by the Board, which were last reviewed in December 2009.

     The terms of reference of the Committee are available on the company’s website at www.bt.com/committees

     The Remuneration Committee agrees the framework for the remuneration of the Chairman, the executive directors and certain senior executives. This includes the policy for all cash remuneration, executive share plans, service contracts and termination arrangements. The Committee approves salaries, bonuses and share awards for executive directors and senior executives. The Committee approves changes to the executive share plans and recommends to the Board any changes which require shareholder approval. The Committee also determines the basis on which awards are granted under the executive share plans to executives reporting to the senior management team.

     The Board has reviewed compliance with the Combined Code on reward-related matters, and confirms that the company has complied with all aspects. The Chairman, Sir Michael Rake, is a member of the Committee, in accordance with the provision of the Combined Code permitting a company chairman to be a member of, but not chair, the remuneration committee.

     The Committee met five times during 2009/10. In addition to the Chairman, the members of the Committee are all independent non-executive directors. Maarten van den Bergh, who had been chairman of the Committee since October 2006, stood down at the AGM in July 2009 and was succeeded by Patricia Hewitt, the Senior Independent Director. The other members who served during 2009/10 were:

4	Matti Alahuhta (retired 31 May 2009)
4	Eric Daniels
4	Deborah Lathen (retired 31 January 2010)
4	Carl Symon

In addition, the Chief Executive is invited to attend meetings, except when it would be inappropriate for him to be there, for example, when his own remuneration is discussed. Non-executive directors who are not members of the Committee are entitled to receive the papers discussed at meetings and the minutes.

66     BT GROUP PLC ANNUAL REPORT & FORM 20-F

REPORT OF THE DIRECTORS REPORT ON DIRECTORS’ REMUNERATION

The Committee has received advice during the year from independent remuneration consultants, Kepler Associates, who were appointed by the company. Kepler advised both the Committee and the company and attended Committee meetings when major remuneration issues were discussed. They provided no other services to the company. In March 2010 Kepler Associates were replaced by Towers Watson, who were appointed by the Committee. Towers Watson also provide the company with consultancy services on general HR and pensions issues. The Committee also regularly consults the Chief Executive, the Group Finance Director, the Group HR Director, the Director Reward and Employee Relations, and the Company Secretary.

     The chair of the Committee met several major shareholders, the Association of British Insurers and Pensions Investment Research Consultants Limited (PIRC) to discuss remuneration issues, including the recommendations of Sir David Walker’s review and the Financial Reporting Council’s review of the Combined Code.

     The Committee reviewed its own performance and has taken steps to improve its effectiveness further, for instance by holding a private session for members and the independent remuneration consultants advising the Committee before each meeting.

(ii) Remuneration principles

During 2009/10, the Committee reviewed the principles upon which we base senior executive pay. Our goal remains to maintain a competitive remuneration package that will attract, retain and motivate a high quality top team and align their interests with those of shareholders.

     We believe in pay for performance. We aim to set base salaries below the median for our comparator group, while setting stretching goals for the annual bonus (including deferred shares) and the long-term incentive share plan. It is only in return for sustained and excellent performance that the remuneration package as a whole will deliver upper quartile rewards. A significant proportion of the total remuneration package is therefore variable and linked to corporate performance. The Committee reviews the performance targets regularly to ensure that they are both challenging and closely linked to the group’s annual and strategic priorities. Furthermore, because a large part of the remuneration package is delivered in shares and senior executives are required to build up a significant shareholding themselves, they are directly exposed to the same gains or losses as all other shareholders.

     In setting directors’ remuneration, the Committee also takes into account the pay and employment conditions of all our employees. For instance, following the general pay freeze (including the senior team) in 2009/10, the overall increase in senior managers’ pay for 2010/11 is comparable with the cost of the pay settlement offered to our employees generally, with some senior managers receiving no increase. Although the pay rise for the Chief Executive is higher (reflecting his performance and commitments made upon his appointment), the Committee welcomed Ian Livingston’s decision to donate any salary increase above the average percentage salary award made to employees to the BT Benevolent Fund and other charities.

     The Committee has considered carefully the relationship of risk to remuneration. The largest single driver of on-target remuneration is cash flow (28% of the Chief Executive’s remuneration), reflecting the importance of cash flow to invest in the business, support the pension fund, reduce net debt and pay progressive dividends. The other performance drivers are EPS, total shareholder return and customer service. The Committee is satisfied that this spread of measurement criteria does not drive inappropriate and risky behaviour and that they are aligned to shareholders’ interests.
     The Committee is also satisfied that the incentive structure for senior executives does not raise environmental, social or governance risks by inadvertently motivating irresponsible behaviour. Part of the annual bonus depends upon an individual assessment of each senior executive’s personal contribution to environmental, social and governance measures, including results of the regular employee surveys.

     Annual bonuses are not pensionable.

     The Committee will be conducting a further review of the executive pay structure in 2010/11, to ensure that we continue to strengthen the alignment of executive interests with those of shareholders, simplifying the system where possible. We will consult major shareholders and representative bodies during the review, while any proposed changes will be the subject of a shareholder vote on the 2011 Directors’ remuneration report.

(iii) Remuneration in 2009/10 and 2010/11

Remuneration structure

	2008/09	2009/10	2010/11
Base salary	increases to align	no increases	increases to align
	with the market		with the market
Annual bonus
Chief Executive	target 100% salary	target 100% salary	target 125% salary
	maximum 200% salary	maximum 200% salary	maximum 200% salary
Executive directors	target 80% salary	target 80% salary	target 100% salary
	maximum 120% salary	maximum 120% salary	maximum 150% salary
Deferred bonus (in shares)
Chief Executive	1x cash bonus	1x cash bonus	1x cash bonus
Executive directors	75% of cash bonus	75% of cash bonus	75% of cash bonus
Incentive shares
Chief Executive	3x salary	3x salary	2.5x salarya
Executive directors	2.5x salary	2.5x salary	2x salarya
Retention shares	none	none	none
Share options	none	none	none

^a Although shareholders agreed a maximum award of incentive shares of 3x salary for the Chief Executive (2.5x for executive directors) , the Remuneration Committee approved a proposal from the Chairman and Chief Executive to reduce this to 2.5x salary for the Chief Executive (2x salary for executive directors), in view of the wider economic conditions and the base salary increases.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     67

REPORT OF THE DIRECTORS REPORT ON DIRECTORS’ REMUNERATION

Remuneration in 2009/10

Salaries

Salaries are reviewed annually but increases are made only where the Committee believes the adjustments are appropriate to reflect the contribution of the individual, increased responsibilities and market conditions. In 2009/10 salaries of the executive directors were not increased.

Annual bonus

The annual bonus is linked to corporate performance targets set at the beginning of the financial year. For 2009/10, the weighting of the bonus targets were set as follows:

	% of total bonus opportunity
Earnings per share (EPS)	30%
Free cash flow	30%
Customer service	25%
Environmental, social and
governance objectives	15%

     The scores for corporate performance targets for 2009/10 were as follows:

Measure (weighting)	Threshold		Target		Stretch		Actual
Financial measures (60%)
EPS (30%)		15%		30%		60%		43%
Free cash flow (30%)		15%		30%		60%		60%
Customer service (25%)		12.5%		25%		50%		18%
Sub-total								121%
Environment, social and
governance (15%)		7.5%		15%		30%		a

^a Performance is assessed on an individual basis.

The two financial targets (which together represent 60% of the bonus) have a direct impact on shareholder value, while customer service and broader objectives are vital to the company’s long-term health and growth. We do not publish details of the EPS and cash flow targets, since these are market sensitive and commercially confidential. The Committee is, however, satisfied that the measures are appropriate and that the targets are properly stretching.

     In calculating EPS for purposes of the annual bonus, volatile items which would be reported under IFRS are excluded. The impact of market movements in foreign exchange and financial instruments, plus the net finance expense or income relating to the group’s pension liabilities, were excluded from the target.

     Customer service is measured by rigorous and challenging ‘right first time’ metrics across each line of business. Although we will keep this measure under review, ‘right first time’ is directly linked to cost reductions as well as to customer satisfaction and is measured objectively.

     The environmental, social and governance measure is assessed by the Chief Executive for each senior executive, and by the Chairman for the Chief Executive himself. Assessment is based upon BT’s regular employee survey as well as health and safety and sustainability measures.

     Annual bonuses are paid in cash. Details of the bonuses for Ian Livingston, Tony Chanmugam, Gavin Patterson and Hanif Lalani are set out in the table on page 73.

Deferred Bonus Plan

In addition to the annual cash bonus, directors receive an award of shares under the Deferred Bonus Plan (DBP). For the Chief Executive, the award has a value of 100% of his cash bonus and for the other executive directors, the value of the awards is 75% of their cash bonus.

     The shares vest and are transferred to the executive after three years if they remain employed by the company. There are currently no additional performance measures for the vesting of DBP awards. The Committee considers that awarding shares on a deferred basis acts as a retention measure and contributes to the alignment of management with the long-term interests of the shareholders.

     The DBP awards for previous years for Ian Livingston, Tony Chanmugam, Gavin Patterson and Hanif Lalani at the end of 2009/10 are contained in the table on page 77.

Remuneration in 2010/11

In early 2010, the Remuneration Committee reviewed the senior executive remuneration package, taking into account the challenges to the business, the significant improvement in performance and the need to incentivise and, if appropriate, reward management for success. In particular, we considered whether to implement the second stage of the two-stage change in remuneration agreed by shareholders in 2008 but not implemented in 2009 because of the company’s unacceptable performance. We also took into account the views of institutional shareholders and representative bodies. The Committee agreed that the on-target and maximum levels for the annual bonus should be increased as originally agreed, but that the maximum opportunities for awards granted under the long-term Incentive Share Plan should be reduced as a multiple of salary.

     Base salaries have also been reviewed and, where appropriate, increased to bring them more closely towards, but still typically below or around, mid-market levels in comparable companies. In making these decisions, the Committee took account of the position of all BT’s employees who will benefit from pay increases and annual bonuses based on the company’s performance in 2010/11.

     No retention awards or share options will be granted.

     Details of the remuneration structure are set out in the table on page 67.

Annual bonus

The Committee considered carefully the structure of the corporate scorecard for 2010/11. We have retained the EPS and free cash flow measures at 30% each, reflecting their importance as measures of corporate performance. In order to ensure that senior executives are also focused on the need for sustained profitable growth, we have added a new measure – worth 10% – of individual performance against personal objectives based on the company’s strategic priorities. Customer service measures will be 20% and the environmental, social and governance objectives 10% of the weighting.

     The Committee believes that the group performance targets for the financial year 2010/11 are very challenging.

Proportion of fixed and variable remuneration

The composition of each executive director’s performance-related remuneration, excluding pension, is as follows:

	Fixed		Variable		Variable
	base pay		cash		shares		Total
Ian Livingston
2010/11 target		22%		28%		50%		100%
compositiona
2009/10 actual		38%		53%		9%		100%
compositionb
Tony Chanmugam
2010/11 target		28%		28%		44%		100%
compositiona
2009/10 actual		48%		46%		6%		100%
compositionb
Gavin Patterson
2010/11 target		28%		28%		44%		100%
compositiona
2009/10 actual		46%		45%		9%		100%
compositionb

a	Target remuneration comprises current base salary, on-target annual bonus and the expected value of awards under the deferred bonus and incentive share plans, excluding retention shares.
b	Actual remuneration comprises base salary, actual cash bonus and the value received from deferred shares and incentive shares (awards granted in 2006 and vested in 2009) during the financial year, excluding retention shares.

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Long-term share-based incentives

Incentive shares

BT operates a long-term Incentive Share Plan (ISP), based on performance over three years. Shares only vest if the participant is still employed by BT and challenging performance measures have been met. In 2007/8 and 2008/9, the vesting of awards was entirely based on Total Shareholder Return (TSR) relative to a comparable group of companies; for 2009/10 and 2010/11, 50% of awards are based on relative TSR with the balance based on a three-year cumulative free cash flow measure. The use of a free cash flow measure for the long-term incentive plan as well as the annual bonus reflects the importance of cash generation.

     TSR for these purposes was calculated by J.P.Morgan Cazenove. TSR links the reward given to directors with the performance of BT against other major companies. TSR is measured against a comparator group which contains European telecommunications companies and companies which are either similar in size or market capitalisation and/or have a similar business mix and spread to BT.

     The TSR comparator group for 2010/11 is the same as last year (with the substitution of Cable & Wireless Worldwide for Cable & Wireless and TalkTalk for Carphone Warehouse) and comprises the following companies:

Accenture	France Telecom	Telecom Italia
AT & T	Hellenic Telecom	Telefónica
Belgacom	IBM	Telekom Austria
BSkyB	National Grid	Telenor
BT Group	Portugal Telecom	TeliaSonera
Cable & Wireless Worldwide	Royal KPN	Verizon
Cap Gemini	Swisscom	Virgin Media
Centrica	TalkTalk	Vodafone
Deutsche Telekom

The TSR for a company is calculated by comparing the return index (RI) at the beginning of the performance period with the RI at the end of the period. The RI is the TSR value of a company measured on a daily basis, as tracked by independent analysts, Datastream. It uses the official closing prices for a company’s shares, adjusted for all capital actions and dividends paid. The initial RI is determined by calculating the average RI value taken daily over the three months prior to the beginning of the performance period; and the end value is determined by calculating the average RI over the three months up to the end of the performance period. This mitigates the effects of share price volatility. A positive change between the initial and end values indicates growth in TSR.

     At 31 March 2010, the TSR for the 2007/08 awards was at 14th position against the comparator group of 15 companies. As a result, none of the shares will vest and all of the share awards have lapsed.

TSR vesting schedule for ISP awards granted in 2009/10 and 2010/11

Relative TSR over 3 years	% of share award vesting
Below median	Nil
Median	12.5%
Between median and upper quartile	Between 12.5% and 50% on straight line basis
Upper quartile	50%

The remaining 50% of the ISP awards are based on a three-year cumulative free cash flow, set at a level considered by the Committee, and confirmed by its independent adviser, to be at least as challenging as the previous measure. For awards granted in 2009/10, performance is assessed against a range of cumulative cash flow measures. 25% of the relevant part of the award will vest for performance at the lower end of the range, increasing on a straight line basis, such that 100% of the relevant part of the award will vest for performance at the upper end of the range. At 31 March 2010, the performance for the awards granted in 2009/10 was at the upper end of the range.

     The threshold level for vesting for the free cash flow measure for awards to be made in 2010/11 has been set above market expectations prevailing when the performance conditions were set; the range between threshold and maximum vesting is £1bn.

     The details of ISP awards held by Ian Livingston, Tony Chanmugam, Gavin Patterson and Hanif Lalani at the end of the 2009/10 financial year are contained in the table on page 76.

Clawback

The rules of each of the executive share plans provide for a clawback of unvested awards in circumstances where it becomes apparent that there was a misjudgement of the basis on which the award was made.

     In addition to the ISP, the BT Equity Incentive Portfolio includes the Retention Share Plan (RSP) and the Global Share Option Plan (GSOP).

Retention shares

RSP awards are used by exception only and principally as a recruitment or retention tool. As a result, shares currently under award are not generally linked to a corporate performance target. The length of the retention period before awards vest is flexible, although this would normally be three years unless the Committee agrees otherwise. The shares are transferred at the end of the specified period if the individual is still employed by BT and any performance conditions are met. No RSP awards were made to executive directors, but three awards were granted to other senior executives, in 2009/10.

Share options

No share options were awarded under the GSOP in 2009/10 and none have been awarded since 2004/05.

     Details of options held by directors at the end of 2009/10 are contained in the table on page 75.

Other share plans

The Chairman and executive directors may participate in BT’s all-employee share plans, the Employee Sharesave Scheme, Employee Share Investment Plan and Allshare International, on the same basis as other employees. Details of these plans are disclosed in note 30 to the consolidated financial statements.

Openreach

In the Undertakings given to Ofcom on 22 September 2005, BT agreed that the incentive elements of the remuneration of executives within Openreach should be linked to Openreach performance rather than BT targets or share price. These incentives cannot be provided by way of BT shares.

     As a result, separate arrangements were put in place for Openreach executives in 2005/06. The annual bonus is linked solely to Openreach targets, and long-term incentives are paid in cash instead of shares. However, payment of bonuses in Openreach is subject to overall affordability within BT Group.

     Openreach executives participate in the BT all-employee share plans on the same terms as other BT employees.

     None of the executive directors participates in the Openreach incentive plans.

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REPORT OF THE DIRECTORS REPORT ON DIRECTORS’ REMUNERATION

Dilution

Treasury shares are generally used to satisfy the exercise of share options, the grant of share awards and for the all-employee share plans. At the end of the 2009/10 financial year, treasury shares equivalent to 9% of the issued share capital would be required for these purposes. It is estimated that treasury shares equivalent to approximately 1% of the issued share capital will be required for all the employee share plans in 2010/11.

(iv) Other matters

Executive share ownership

The Committee believes that the interests of the executive directors should be closely aligned with those of shareholders. The DBP and ISP provide considerable alignment. The directors are encouraged to build up a shareholding in the company over time by retaining shares which they have received under an executive share plan (other than shares sold to meet a National Insurance or income tax liability) or from a purchase in the market. The Chief Executive is required to build up a shareholding of 2x salary and the remaining directors 1.5x salary. Progress towards meeting these targets has been made in 2009/10.

     Current shareholdings are set out on page 72.

Pensions

The BT Pension Scheme (BTPS) closed to new entrants on 31 March 2001. None of the executive directors participates in future service accrual in the BTPS. Executive directors who are members of the BTPS also benefit from a death in service lump sum of four times salary.

     All new employees are eligible to join the defined contribution BT Retirement Saving Scheme (BTRSS), the successor to the defined contribution BT Retirement Plan (BTRP). The BTRSS is a group personal pension plan. For executive directors the company agrees to pay a fixed percentage of the executive’s salary each year which can be put towards the provision of retirement benefits. Executive directors who are not members of BTPS benefit from a death in service lump sum of four times salary and a dependant’s pension of 30% of capped salary.

     Pension provision for all executives is based on salary alone – bonuses, other elements of pay and long-term incentives are excluded.

Other benefits

Other benefits for the Chairman and the senior management team include some or all of the following: company car, fuel or driver, personal telecommunications facilities and home security, medical and dental cover for the director and immediate family, special life cover, professional subscriptions, and personal tax advice and financial counselling. The company has a permanent health insurance policy to provide cover for the Chairman and certain executive directors who may become permanently incapacitated.

Director who has left the Board

Hanif Lalani resigned as a director on 7 January 2010 and left BT on 31 March 2010. In accordance with the terms of his director’s service contract, which was terminated on 11 January 2010, and, following the cessation of his employment, his salary of £585,000 per annum and the value of all of the benefits to which he was entitled, amounting to £195,000 per annum, continue to be provided until the earlier of nine months from 31 March 2010 or his obtaining full-time employment. A bonus for the year ended 31 March 2010 of £503,290 was also paid.

     Hanif Lalani held awards over a total of 1,990,525 shares under the ISP all of which lapsed on the date of termination. At the discretion of the Remuneration Committee, his awards over a total of 282,744 shares under the Deferred Bonus Plan were pro-rated and 124,691 shares will vest in August 2010 and 105,374 shares will vest in August 2011. A total of 52,679 shares under the Deferred Bonus Plan lapsed. As such awards over a total of 2,043,204 shares (90%) under the executive share plans lapsed.

     Hanif Lalani’s options over a total of 195,889 shares at option prices of 192p and 199.5p under the GSOP were preserved, at the discretion of the Remuneration Committee, until 31 March 2011.

Service agreements

It is group policy for the Chairman and executive directors to have service agreements providing for one year’s notice. It may be necessary on recruitment to offer longer initial periods to new directors from outside BT, or circumstances may make it appropriate to offer a longer fixed term. All of the service agreements contain provisions dealing with the removal of a director for poor performance, including in the event of early termination of the contract by BT. The contracts of the Chairman, Ian Livingston, Tony Chanmugam and Gavin Patterson entitle them on termination of their contract by BT to payment of salary and the value of benefits (pension benefits (including life cover), health cover, dental cover and car) until the earlier of 12 months from notice of termination or the director obtaining full-time employment. No director will receive a bonus or other payments on a change of control.

Outside appointments

The Committee believes that there are significant benefits, to both the company and the individual, from executive directors accepting non-executive directorships of companies outside BT. The Committee will consider up to two external appointments (of which only one may be to the Board of a major company), for which a director may retain the fees. Ian Livingston receives an annual fee of £25,000 as a non-executive director of Celtic and an additional annual fee of £5,000 for chairing the audit committee. Gavin Patterson was a non-executive director of Johnston Press from 7 July 2008 until 24 April 2009, for which he received a fee at the rate of £40,000 per annum. Tony Chanmugam was appointed as a non-executive director and chairman of the audit committee of Barnet and Chase Farm Hospital Trust on 1 April 2010, for which he receives a fee of £6,000 per annum and which is donated to charity.

Non-executive directors’ letters of appointment

Non-executive directors have letters of appointment. They are appointed for an initial period of three years. During that period, either party can give the other at least three months’ notice. At the end of the period, the appointment may be continued by mutual agreement. Further details of appointment arrangements for non-executive directors are set out in Governance and role of the Board on page 60. The letters of appointment of non-executive directors are terminable on notice by the company without compensation.

Non-executive directors’ remuneration

Six of the directors on the Board are non-executive directors who, in accordance with BT’s articles of association, cannot individually vote on their own remuneration. Non-executive remuneration is reviewed by the Chairman and the Chief Executive, and discussed and agreed by the Board. Non-executive directors may attend the Board discussion but may not participate in it.

     The most recent review by the Board of the fees for the non-executive directors was in January 2008, having not previously been reviewed since 2004. Increases in the fees were made in order to align them with the market.

     The basic fee for non-executive directors is £60,000 per annum. There are additional fees for membership and chairing a Board committee, details of which are given in the table below:

70     BT GROUP PLC ANNUAL REPORT & FORM 20-F

REPORT OF THE DIRECTORS REPORT ON DIRECTORS’ REMUNERATION

			Additional
Committee	Member’s fee		Chairman’s fee
Audit		£10,000		£15,000
Remuneration		£10,000		£10,000
Nominating		£5,000		£5,000
Other Board committees		£5,000		£5,000

Patricia Hewitt, as Senior Independent Director, chairman of the Remuneration Committee and chairman of the Pension Scheme Performance Review Group, receives total fees of £150,000 per annum. Carl Symon receives an additional annual fee of £70,000 as chairman of the Equality of Access Board (a Board committee), which was established on 1 November 2005.

     An additional fee of £2,000 per trip is paid to those non-executive directors travelling regularly from overseas to Board and Board committee meetings on an inter-continental basis.

     To align further the interests of the non-executive directors with those of shareholders, the company’s policy is to encourage these directors to purchase, on a voluntary basis, £5,000 of BT shares each year. The directors are asked to hold these shares until they retire from the Board. This policy is not mandatory. Current shareholdings are shown on page 72.

     No element of non-executive remuneration is performance-related. Non-executive directors do not participate in BT’s bonus or employee share plans and are not members of any of the company pension schemes.

Directors’ service agreements and contracts of appointment

The dates on which directors’ initial service agreements/letters of appointment commenced and the current expiry dates are as follows:

Chairman and executive directors	Commencement date		Expiry date of current service agreement or letter of appointment
Sir Michael Rake I Livingston T Chanmugam G Patterson	26 September 2007 1 June 2008 1 December 2008 1 June 2008		The contract is terminable by the company on 12 months’ notice and by the director on six months’ notice.
Non-executive directors
C Brendish C G Symon	1 September 2002 14 January 2002		Letters of appointment were for an initial period of three years. The appointments were extended for three years in 2005 and by a further three years in 2008. The appointments are terminable by the company or the director on three months’ notice.
P Hodkinson	1 February 2006		Letter of appointment was for an initial period of three years. The appointment was extended for three years in 2009. The appointment is terminable by the company or the director on three months’ notice.
J E Daniels P Hewitt T Ball	1 April 2008 24 March 2008 16 July 2009		Letters of appointment are for an initial period of three years and are terminable by the company or the director on three months’ notice.
Former directors
H Lalani	7 February 2005		The contract was terminable by the company on 12 months’ notice and by the director on six months’ notice. The contract was terminated on 11 January 2010.
M van den Bergh	1 September 2000		Letter of appointment was for an initial period of three years. The appointment was extended for three years in 2003 and extended for a further three years in 2006. The appointment was terminable by the company or director on three months’ notice. The appointment terminated at the conclusion of the Annual General Meeting on 15 July 2009.
M Alahuhta	1 February 2006		Letter of appointment was for an initial period of three years. The appointment was extended for three months in February 2009. The appointment terminated on 31 May 2009.
D Lathen	1 February 2007		Letter of appointment was for an initial period of three years and was terminable by the company or the director on three months’ notice. Appointment terminated on 31 January 2010.

There are no other service agreements or material contracts, existing or proposed, between the company and the directors. There are no arrangements or understandings between any director or executive officer and any other person pursuant to which any director or executive officer was selected to serve. There are no family relationships between the directors.

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REPORT OF THE DIRECTORS REPORT ON DIRECTORS’ REMUNERATION

Directors’ interests

The interests of directors holding office at the end of the year, and their families, in the company’s shares at 31 March 2010 and 1 April 2009, or at date of appointment if later, are shown below:

	Number of shares
Beneficial holdings		2010		2009
Sir Michael Rake			108,362		102,056
I Livingstona,b			1,084,513		759,108
T Chanmugama,b			205,629		49,249
G Pattersona,b			409,181		252,769
T Ballc			15,000		–
C Brendish			41,920		36,920
J E Daniels			12,647		12,647
P Hewitt			10,554		6,534
P Hodkinson			16,683		9,261
C G Symon			20,056		20,056
Total			1,924,545		1,248,600

a	Includes free shares awarded under the BT Group Employee Share Investment Plan.
b	The executive directors decided to receive their annual bonuses for 2008/09 in shares. On 1 June 2009, 224,385 shares were purchased for Ian Livingston, 67,097 shares were purchased for Tony Chanmugam and 105,592 shares were purchased for Gavin Patterson.
c	Tony Ball was appointed as a director on 16 July 2009.

During the period from 1 April 2010 to 7 May 2010, there were no movements in directors’ beneficial holdings.

The directors, as a group, beneficially own less than 1% of the company’s shares.

Performance graph

This graph illustrates, as required by the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, the performance of BT Group plc measured by TSR relative to a broad equity market index over the past five years. We consider the FTSE 100 to be the most appropriate index against which to measure performance for these purposes, as BT has been a constituent of the FTSE 100 throughout the five-year period, and the index is widely used. TSR is the measure of the returns that a company has provided for its shareholders, reflecting share price movements and assuming reinvestment of dividends.

BT’s total shareholder return (TSR) performance
over the five financial years to 31 March 2010

72     BT GROUP PLC ANNUAL REPORT & FORM 20-F

REPORT OF THE DIRECTORS REPORT ON DIRECTORS’ REMUNERATION

Remuneration review

This part of the Report on directors’ remuneration is subject to audit.

Directors’ emoluments

Directors’ emoluments for the 2009/10 financial year were as follows:

			Pension allowance net of pension contributionsa
											Other benefits excluding pension
	Basic salary and fees
					Total salary and fees		Annual bonus		Expense allowance				Total		Total		Deferred Bonus Planb
													2010		2009		2010		2009
	£000		£000		£000		£000		£000		£000		£000		£000		£000		£000
Sir Michael Rakec		600		–		600		–		–		70		670		630		–		–
I Livingstonc		850		10		860		1,206		–		39		2,105		1,174		1,206		343
T Chanmugamc,d,e		475		143		618		463		19		9		1,109		275		346		77
G Pattersonc,d		500		100		600		487		19		27		1,133		698		365		121
T Ballf		53		–		53		–		–		–		53		–		–		–
C Brendish		80		–		80		–		–		–		80		80		–		–
J E Daniels		75		–		75		–		–		–		75		74		–		–
P Hewittg		128		–		128		–		–		–		128		75		–		–
P Hodkinson		100		–		100		–		–		–		100		100		–		–
C G Symonh		150		–		150		–		–		24		174		150		–		–
H Lalanic,d,i		458		176		634		503		4		25		1,166		805		–		–
M Alahuhtaj		12		–		12		–		–		–		12		70		–		–
D Lathenh,k		63		–		63		–		–		18		81		75		–		–
M van den Berghl		44		–		44		–		–		–		44		150		–		–
F Barraultm		–		–		–		–		–		–		–		1,257		–		–
B Verwaayenn		–		–		–		–		–		–		–		577		–		–
		3,588		429		4,017		2,659		42		212		6,930		6,190		1,917		541
Termination payments
H Lalanio														131		–
F Barraultp														10		1,599
B Verwaayen														–		700
														7,071		8,489

a	Pension allowance paid in cash for the 2009/10 financial year – see ‘Pensions’ below.
b	Deferred annual bonuses payable in shares in three years’ time, subject to continued employment.
c	Other benefits include some or all of the following: company car, fuel or driver, personal telecommunications facilities and home security, medical and dental cover for the director and immediate family, special life cover, professional subscriptions, personal tax advice, and financial counselling.
d	Expense allowance in the above table includes a monthly cash allowance in lieu of a company car or part of such allowance which has not been used for a company car.
e	Tony Chanmugam was granted a retention cash award in early 2008 prior to his appointment as a director. He will receive a payment of £315,000 in May 2010.
f	Tony Ball was appointed as a director on 16 July 2009.
g	Patricia Hewitt was appointed as Senior Independent Director on 16 July 2009.
h	Includes an additional fee for regular travel from overseas to Board and Board committee meetings.
i	Hanif Lalani resigned as a director on 7 January 2010 and left the company on 31 March 2010.
j	Matti Alahuhta retired as a director on 31 May 2009.
k	Deborah Lathen retired as a director on 31 January 2010.
l	Maarten van den Bergh retired as a director on 15 July 2009.
m	François Barrault resigned as a director on 30 October 2008 and left the company on 30 November 2008.
n	Ben Verwaayen retired as a director on 30 June 2008.
o	Hanif Lalani’s contract was terminated on 11 January 2010. In accordance with his contract, his salary of £585,000 per annum and the value of all the benefits to which he is entitled, amounting to £195,000 per annum, will continue to be provided until the earlier of nine months from 31 March 2010 or his obtaining full-time employment.
p	François Barrault continued to receive medical insurance until 30 November 2009, in accordance with the terms of his contract.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     73

REPORT OF THE DIRECTORS REPORT ON DIRECTORS’ REMUNERATION

The directors’ salaries were not increased in 2009/10.

     The annual cash bonus awards for 2009/10 are not pensionable. Ian Livingston’s bonus of £1,206,000 represented 142% of his current salary (2008/09: 40%), Tony Chanmugam’s bonus of £462,650 represented 97% of his current salary (2008/09: 22%) Gavin Patterson’s bonus of £487,000 represented 97% of his current salary (2008/09: 32%) and Hanif Lalani’s bonus of £503,290 represented 86% of his salary (2008/09: 0%).

     Following this year’s review of annual salaries, Ian Livingston’s salary will be increased to £900,000, Tony Chanmugam’s salary will be increased to £510,000 and Gavin Patterson’s salary will be increased to £525,000. All increases will be effective from 1 June 2010.

Former directors

Sir Peter Bonfield received, under pre-existing arrangements, a pension of £394,283 payable in the 2009/10 financial year (2008/09 – £390,766).

     Baroness Jay retired as a non-executive director on 13 January 2008 but continues as a member of the Committee for Responsible and Sustainable Business, for which she receives an annual fee of £6,500.

     Deborah Lathen retired as a director on 31 January 2010 and has been appointed as a consultant to BT for which she receives an annual fee of US$70,000 (£44,000).

Loans

There are no outstanding loans granted by any member of the BT Group to any of the directors, or guarantees provided by any member of the BT Group for their benefit.

Pensions

Sir Michael Rake is not a member of any of the company pension schemes, and the company made no payments towards retirement provision. BT provides him with a lump sum death in service benefit of £1m.

     Ian Livingston is not a member of any of the company pension schemes, but the company has agreed to pay an annual amount equal to 30% of his salary towards pension provision. The company paid £245,000 into his personal pension plan, plus a cash payment of £10,000 representing the balance of the pension allowance for the 2009/10 financial year. BT also provides him with a lump sum death in service benefit of four times his salary.

     Tony Chanmugam is a member of the BTPS but has opted out of future pensionable service accrual. The company pays him an annual allowance equal to 30% of salary towards pension provision. A cash payment of £142,500 was made for Tony Chanmugam for the 2009/10 financial year. BT also provides him with a death in service lump sum benefit of four times salary.

     Gavin Patterson receives an annual allowance equal to 30% of salary towards pension provision. Of this amount, £50,000 was paid as an employer contribution into the BTRSS and the balance of £100,000 was paid as a cash payment for the 2009/10 financial year. BT also provides him with a death in service lump sum benefit of four times salary plus a widow’s pension of 30% of his capped salary.

     Hanif Lalani is a member of the BTPS but opted out of future pensionable service accrual. The company paid an annual allowance equal to 30% of salary towards pension provision. A cash payment of £175,500 was paid to Hanif Lalani for the 2009/10 financial year. BT also provided a death in service lump sum benefit of four times salary and a two-thirds widow’s pension.

     The table below shows the increase in the accrued benefits, including those referred to above, to which each director who is a member of the BTPS has become entitled during the year, and the transfer value of the increase in accrued benefits.

Increases in pension benefits at 31 March 2010

													Transfer
													value of
													increase
									Change				in accrued
									in transfer		Additional		benefits in
									value c-d		accrued benefits		e less
									less directors’		earned in		directors’
	Accrued pension				Transfer value of accrued benefits				contributions		the year		contributions
	2010		2009		2010		2009		2010		2010		2010
	£000a		£000b		£000c		£000d		£000		£000e		£000		f
T Chanmugamg,h		180		140		3,536		2,419		1,117		35		693
H Lalanig,i		166		161		2,382		1,742		640		–		–

a-d	As required by the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.
a-b	The values represent the deferred pension to which they would have been entitled had they left the company on 31 March 2010 and 2009, respectively.
c	Transfer value of the deferred pension in column (a) as at 31 March 2010 calculated on the basis of actuarial advice in accordance with relevant legislation. The transfer value represents a liability of the BTPS rather than any remuneration due to the individual, and cannot be meaningfully aggregated with annual remuneration, as it is not money the individual is entitled to receive.
d	The equivalent transfer value but calculated as at 31 March 2009 on the assumption that the director left the company on that date.
e	The increase in pension built up during the year, net of inflation. The gross amount can be calculated by deducting the amount under column (b) from the amount under column (a).
f	The transfer value of the pension in column (e), less directors’ contributions.
g	Directors’ contributions in the financial year 2009/10 were as follows: Hanif Lalani £nil (2009: £nil); Tony Chanmugam, £nil (2009: £9,500).
h	Tony Chanmugam was appointed as a director on 1 December 2008.
i	Hanif Lalani resigned as a director on 7 January 2010 and left the company on 31 March 2010.

74     BT GROUP PLC ANNUAL REPORT & FORM 20-F

REPORT OF THE DIRECTORS REPORT ON DIRECTORS’ REMUNERATION

Share options held at 31 March 2010, or date of appointment if later

Number of shares under option

1 April 2009

Usual date

or date of

31 March

Option price

from which

Usual expiry

appointment if later

Granted

Lapsed

Exercised

2010

per share

exercisable

date

Sir Michael Rake

–

12,110

a

–

–

12,110

68p

01/08/2012

01/02/2013

I Livingston

–

12,110

a

–

–

12,110

68p

01/08/2012

01/02/2013

T Chanmugam

37,384

b

–

–

–

37,384

192p

24/06/2007

24/06/2014

–

12,110

a

–

–

12,110

68p

01/08/2012

01/02/2013

G Patterson

11,198

d

–

11,198

–

–

146p

14/08/2009

14/02/2010

98,178

b

–

–

–

98,178

192p

24/06/2007

24/06/2014

Former director

H Lalanie

90,625

b

–

–

–

90,625

192p

24/06/2007

24/06/2014

105,264

c

–

–

–

105,264

199.5p

24/06/2004

24/06/2013

–

12,110

a

12,110

–

–

68p

01/08/2012

01/02/2013

Total

342,649

48,440

23,308

–

367,781

All of the above options were granted for nil consideration.
a	Option granted on 7 April 2009 under the Employee Sharesave Scheme, in which all employees of the company are entitled to participate.
b	Options granted under the GSOP on 24 June 2004. The exercise of options was subject to a performance measure being met. The performance measure is relative TSR compared with a group of 20 companies from the European Telecom Sector as at 1 April 2004. BT’s TSR had to be in the upper quartile for all the options to become exercisable. At median 30% of the options would be exercisable. Below that point none of the options could be exercised. The three-year performance period ended on 31 March 2007. At that date, the company was at 8th position against the comparator group and as a result, 42% of the options lapsed and 58% of each option became exercisable on 24 June 2007.
c	Option granted under the GSOP (Special Incentive Award) on 24 June 2003, prior to Hanif Lalani’s appointment as a director. This option is not subject to a performance measure as the grant was linked to personal performance.
d	Option granted on 25 June 2004 under the Employee Sharesave Scheme, in which all employees of the company are eligible to participate.
e	Hanif Lalani left the company on 31 March 2010. His options under the GSOP were preserved until 31 March 2011. His options under the Employee Sharesave Scheme lapsed on 31 March 2010.

Unrealised gains on share options

The market price of BT shares at 31 March 2010 was 123.9p (2009: 78.2p) and the range during the 2009/10 financial year was 79.7p-149.6p (2008/09: 71.4p-235.5p).

     Tony Chanmugam and Gavin Patterson had no unrealised gains on share options as at 31 March 2010.

     Hanif Lalani had no unrealised gains on share options as at 31 March 2010. He left the company on 31 March 2010.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     75

REPORT OF THE DIRECTORS REPORT ON DIRECTORS’ REMUNERATION

Share awards under long-term incentive plans held at 31 March 2010, or date of appointment, if later

Details of the company’s ordinary shares provisionally awarded to directors, as participants under the ISP and RSP are as follows:

Total

number of

Monetary

award

value of

shares

Market

vested

1 April

Dividends

31 March

Normal

Price

price

award

2009

Awarded

re-invested

Vested

Lapsed

2010

vesting date

on grant

at vesting

£000

I Livingston

ISP 2007a

383,307

–

9,961

–

393,268

–

31/3/2010

321.67p

–

–

ISP 2008b

1,397,025

–

36,307

–

–

1,433,332

31/3/2011

203p

–

–

ISP 2009c

–

1,985,723

51,606

–

–

2,037,329

31/3/2012

128.41p

–

–

T Chanmugam

ISP 2007a

92,411

–

2,400

–

94,811

–

31/3/2010

317.67p

–

–

ISP 2008b

145,179

–

3,772

–

–

148,951

31/3/2011

203p

–

–

ISP 2009c

–

924,723

24,032

–

–

948,755

31/3/2012

128.41p

–

–

RSP 2007d

97,772

–

2,540

100,312

–

–

20/3/2010

300p

121.07

121

G Patterson

ISP 2007a

124,941

–

3,246

–

128,187

–

31/3/2010

317.67p

–

–

ISP 2008b

684,815

–

17,797

–

–

702,612

31/3/2011

203p

–

–

ISP 2009c

–

973,393

25,296

–

–

998,689

31/3/2012

128.41p

–

–

Former director

H Lalani

ISP 2007a

251,887

–

6,546

–

258,433

–

31/3/2010

321.67p

–

–

ISP 2008b

801,235

–

20,823

–

822,058

–

31/3/2011

203p

–

–

ISP 2009c

–

1,138,870

29,597

–

1,168,467

–

31/3/2012

128.41p

–

–

a	Awards under the ISP granted in 2007 vest subject to meeting a performance condition, on 31 March 2010. The performance measure is relative TSR compared with a group of 15 companies from the European Telecom Sector as at 1 April 2007. BT’s TSR had to be in the upper quartile for all the shares to vest. At median, 25% of the shares would vest. At 31 March 2010, BT’s TSR was at 14th position against the comparator group. As a result all of the awards lapsed on that date.
b	Awards under the ISP granted on 25 June 2008. The number of shares subject to awards was calculated using the average middle market price of a BT share for the three days prior to the grant. The awards will vest subject to meeting a performance condition, on 31 March 2011. The performance measure is relative TSR compared with a group of 15 companies from the European Telecom Sector as at 1 April 2008. BT’s TSR must be in the upper quartile for all the shares to vest. At median, 25% of the shares would vest. Below that point, no shares would vest.
c	Awards under the ISP granted on 7 August 2009. The number of shares subject to awards was calculated using the average middle market price of a BT share for the three days prior to the grant. 50% of each award of shares is linked to TSR compared with a group of 25 companies and 50% is linked to a three-year cumulative free cash flow measure. The awards will vest subject to meeting the two performance conditions, on 31 March 2012.
d	Tony Chanmugam was granted an RSP award on 20 March 2007. The award vested in full on 20 March 2010. Vesting of RSP awards is not subject to a performance target being met.
e	Hanif Lalani left the company on 31 March 2010. On that date, all of his outstanding awards under the ISP lapsed.

Vesting of outstanding share awards and options

31 March 2010

31 March 2009

Free cash

Percentage of

Percentage of

Percentage of

Vesting date

flow position

shares vesting

TSR position

shares vesting

TSR position

shares vesting

ISP 2006a

31/03/2009

N/A

N/A

14

0%

14

0%

ISP 2007b

31/03/2010

N/A

N/A

14

0%

14

0%

ISP 2008c

31/03/2011

N/A

N/A

14

0%

14

0%

ISP 2009d

31/03/2012

100%

50%

10

31%

–

–

a	The performance period for the ISP 2006 ended on 31 March 2009. BT’s TSR position was at 14th position against the European Telecom Sector of 17 companies. As a result all the shares lapsed on that date.
b	The performance period for the ISP 2007 ended on 31 March 2010. BT’s TSR position was at 14th position against the European Telecom Sector of 15 companies. As a result all the shares lapsed on that date.
c	The performance period for the ISP 2008 ends on 31 March 2011.
d	The performance period for the ISP 2009 ends on 31 March 2012. 50% of each award of shares is linked to TSR; and 50% is linked to a three-year cumulative free cash flow measure. (See Long-term share-based incentives on page 69). The awards will vest subject to meeting the two performance conditions on 31 March 2012.

76     BT GROUP PLC ANNUAL REPORT & FORM 20-F

REPORT OF THE DIRECTORS REPORT ON DIRECTORS’ REMUNERATION

Deferred Bonus Plan (DBP) awards at 31 March 2010, or date of appointment, if later

The following DBP awards have been granted to the directors under the DBP. These shares will normally be transferred to participants at the end of the three-year deferred period if those participants are still employed by BT Group.

Total

number of

Monetary

award

value of

shares

Market

vested

1 April

Dividends

31 March

Price

price

award

2009

Awardeda

re-invested

Vested

Lapsed

2010

Vesting date

at grant

at vesting

£000

I Livingston

167,149

–

–

167,149

–

–

1/8/2009

231.58p

124.43p

208

138,708

–

3,604

–

–

142,312

1/8/2010

321.67p

–

–

221,199

–

5,747

–

–

226,946

1/8/2011

203p

–

–

–

267,410

6,948

–

–

274,358

1/8/2012

128.41p

–

–

T Chanmugam

51,230

–

–

51,230

–

–

1/8/2009

231.58p

124.43p

64

37,450

–

972

–

–

38,422

1/8/2010

321.67p

–

–

52,007

–

1,350

–

–

53,357

1/8/2011

203p

–

–

–

59,972

1,557

–

–

61,529

1/8/2012

128.41p

–

–

G Patterson

84,071

–

–

84,071

–

–

1/8/2009

231.58p

124.43p

105

57,440

–

1,491

–

–

58,931

1/8/2010

321.67p

–

–

90,267

–

2,344

–

–

92,611

1/8/2011

203p

–

–

–

94,380

2,452

–

–

96,832

1/8/2012

128.41p

–

–

Former director

H Lalanib

127,351

–

–

127,351

–

–

1/8/2009

231.58p

124.43p

158

121,533

–

3,158

–

–

124,691

1/8/2010

321.67p

–

–

154,050

–

4,003

–

52,679

105,374

1/8/2011

203p

–

–

a	Awards granted on 3 August 2009 in respect of the financial year 2008/09. The number of shares subject to awards was calculated using the average middle market price of a BT share for the three days prior to the grant.
b	Hanif Lalani left the company on 31 March 2010. His 2008 award was pro-rated and will vest on 1 August 2011.

Details of DBP awards in respect of the 2009/10 financial year are given in the table on page 73. The number of shares subject to the awards will be calculated using the average middle market price of a BT share for the three days prior to the grant. It is expected that awards will be granted in June 2010.

Share awards under the Employee Share Investment Plan (ESIP) at 31 March 2010, or at date of appointment, if later

	Total number of
	shares
	31 March 2010
I Livingston		363
T Chanmugam		679
G Patterson		247
Former director
H Lalania		679

^a Hanif Lalani left the company on 31 March 2010.

During the year no awards of shares were granted under the ESIP.

By order of the Board

Rt Hon Patricia Hewitt
Chair of Remuneration Committee
12 May 2010

BT GROUP PLC ANNUAL REPORT & FORM 20-F     77

REPORT OF THE DIRECTORS

DIRECTORS’ INFORMATION

Election and re-election

All directors are required by BT’s articles of association to be elected by shareholders at the first annual general meeting (AGM) after their appointment, if appointed by the Board. A director must subsequently retire by rotation at an AGM at intervals of not more than three years. The director may seek re-election.

     Accordingly, Tony Ball, having been appointed as a director by the Board, retires at the forthcoming AGM and will be proposed for election. Sir Michael Rake, Ian Livingston and Carl Symon retire by rotation and will be proposed for re-election. Details of these directors’ contracts/letters of appointment are included in the Report on directors’ remuneration.

Meetings attendance

The following table shows the attendance of directors at meetings of the Board and Audit, Nominating and Remuneration Committees during the 2010 financial year.

			Audit		Nominating		Remuneration
	Board		Committee		Committee		Committee
	Number of meetings held
	9		6		3		5
	Number of meetings attended (maximum possible)
Sir Michael Rake		9 (9)		–		3 (3)		3 (5)
Tony Balla		6 (6)		–		2 (2)		–
Clay Brendish		9 (9)		6 (6)		2 (3)		–
Tony Chanmugam		9 (9)		–		–		–
Eric Daniels		9 (9)		–		3 (3)		5 (5)
Patricia Hewitt		8 (9)		6 (6)		2 (2)		4 (4)
Phil Hodkinson		9 (9)		6 (6)		3 (3)		–
Ian Livingston		9 (9)		–		–		–
Gavin Patterson		9 (9)		–		–		–
Carl Symon		9 (9)		6 (6)		–		5 (5)
Matti Alahuhtab		2 (2)		–		–		1 (1)
Maarten van den Berghc		2 (3)		2 (2)		– (1)		1 (1)
Hanif Lalanid		7 (7)		–		–		–
Deborah Lathene		7 (7)		–		–		2 (3)

a	Appointed to the Board on 16 July 2009
b	Resigned from the Board on 31 May 2009
c	Resigned from the Board on 15 July 2009
d	Resigned from the Board on 7 January 2010
e	Resigned from the Board on 31 January 2010

Service agreements

The Chairman and executive directors have service agreements, which are approved by the Remuneration Committee. Information about the periods of these contracts is in the Report on directors’ remuneration.

Training and information

On appointment, directors take part in an induction programme when they receive information about BT, the role of the Board and the matters reserved for its decision, the terms of reference and membership of the main Board committees, and the powers delegated to those committees, BT’s corporate governance policies and procedures, including the powers reserved to the group’s most senior executives, and the latest financial information. There are also visits to key BT locations and meetings with members of the Operating Committee and other key senior executives.

     Directors are continually updated on BT’s business, the competitive and regulatory environments in which it operates, technology and corporate responsibility matters and other changes affecting BT and the communications industry as a whole, by written briefings and meetings with senior BT executives. The Board has an annual strategy meeting, with regular reviews during the year. Directors are also advised on appointment of their legal and other duties and obligations as a director of a listed company, both in writing and in face-to-face meetings with the Company Secretary. They are reminded of these duties each year and they are also updated on changes to the legal, accounting and governance requirements affecting the company and themselves as directors. During the 2010 financial year, for example, accounting and governance seminars were held and the Board also received briefings on changes to UK company law and on various corporate governance matters through monthly Secretary’s Reports. The Chairman also sends a weekly e-mail to non-executive directors with topical sector highlights.

     Guidelines govern the content, presentation and delivery of papers for each Board meeting, so that the directors have enough information to be properly briefed sufficiently far ahead of each Board meeting and at other appropriate times, and to take account of their duties as directors.

Independent advice

The Board has a procedure for directors, in carrying out their duties, to take independent professional advice if necessary, at BT’s expense. All directors also have access to the advice and services of the Company Secretary.

Directors’ and officers’ liability insurance and indemnity

For some years, BT has purchased insurance to cover the directors and officers of BT Group plc and its subsidiaries (and the BT nominated directors of associated companies and joint ventures) against defence costs and civil damages awarded following an action brought against them in that capacity. The insurance operates to protect the directors and officers directly in circumstances where by law BT cannot provide an indemnity and also provides BT, subject to a retention, with cover against the cost of indemnifying a director or officer. One layer of the programme is ringed-fenced for the directors of BT Group plc. The cover has been extended to provide limited cover for civil fines and penalties. At the date on which this report was approved, and throughout the 2010 financial year, the company’s wholly owned subsidiary, British Telecommunications plc, has provided an indemnity in respect of a similar group of people who would be covered by the above insurance. Neither the insurance nor the indemnity provides cover where the person has acted fraudulently or dishonestly.

Interest of management in certain transactions

During and at the end of the 2010 financial year, none of BT’s directors was materially interested in any material transaction in relation to the group’s business and none is materially interested in any presently proposed material transactions.

78     BT GROUP PLC ANNUAL REPORT & FORM 20-F

REPORT OF THE DIRECTORS

BUSINESS POLICIES

Responsible business

We have had in place for over ten years a written statement of business practice (The Way We Work). This covers all our operations and applies worldwide to all employees, and to all agents and contractors when representing BT, and is available in nine languages. During 2010, we have refreshed and reissued The Way We Work and our policy on Anti-corruption and Bribery to all our people worldwide.

     We have also issued a new Gifts and Hospitality policy to our employees. We are committed to high ethical standards and legal compliance in all aspects of our business. We have measured our employee awareness of The Way We Work and the extent to which our employees display ethical behaviour; and we are reviewing our KPIs on ethics to reflect our policies.

     Through our Sourcing with Human Dignity initiative, we seek to ensure that working conditions throughout our supply chain meet internationally recognised human rights standards. We investigate potential social and environmental shortcomings and are committed to achieving 100% follow-up within three months for all suppliers identified as high- or medium-risk. During the 2010 financial year, we completed 32 on-site assessments (2009: 27). The majority of assessments were conducted in China, although we also conducted assessments in Hungary, India, Malaysia, South Korea, Tunisia, the UK and the US. We now employ our own assessor based in Shanghai, which has enabled us to focus our efforts on suppliers in China. We work with our suppliers to help them improve their performance. In 2010, 86% of our suppliers agreed that we work with them to ensure our purchases are made, delivered, used and disposed of in a socially and environmentally responsible manner.

     The high-level principles in The Way We Work are supported by a continuing and comprehensive communications programme and on-line training. A confidential helpline and dedicated e-mail facility are also available to employees who have questions about the application of these principles. The helpline number is also published externally. BT’s Undertakings code of practice (It matters) forms part of our statement of business practice and is consistent with it.

     We are committed to managing our environmental performance. BT’s environment management system within the UK has been certified to the international standard ISO 14001 since 1999. Since then we have extended our certification to include Belgium, Ireland, Germany and the Netherlands. BT has its own ISO 14001 certification and BT Spain is certified.

     A Board committee – the Committee for Responsible and Sustainable Business – chaired by Sir Michael Rake and comprising representatives from BT businesses, two non-executive directors and three independent members oversees our corporate responsibility, environment and community activities, including charitable expenditure and the strategy for maximising our contribution to society. More information is available in Review of the year – Our corporate responsibility on page 34. The Report of the Committee for responsible and sustainable business is on page 65.

Political donations

Our continuing policy is that no company in the group will make contributions in cash or kind to any political party, whether by gift or loan. However, the definition of political donations used in the Companies Act 2006 (the 2006 Act) is very much broader than the sense in which these words are ordinarily used. It may cover activities such as making MPs and others in the political world aware of key industry issues and matters affecting the company, which make an important contribution to their understanding of BT. These activities have been carried out on an even-handed basis, related broadly to the major UK political parties’ electoral strength. The authority we are requesting at the AGM is not designed to change the above policy. It will, however, ensure that BT continues to act within the provisions of the 2006 Act requiring companies to obtain shareholder authority before they can make donations to EU political parties and/or political organisations as defined in the 2006 Act. During 2010, the company’s wholly-owned subsidiary, British Telecommunications plc, made the following payments totalling £14,952 (2009: £17,658) to cover, for example, the cost of hosting briefing meetings with MPs and MEPs about the company’s activities: Labour Party £5,333; Conservative Party £3,793; Liberal Democrats £3,333; Scottish National Party £2,493. No loans were made to any political party by any company in the BT group.

Pension funds

BT’s two main UK pension arrangements – the BTPS and the BT Retirement Saving Scheme (BTRSS) – are not controlled by the Board but by a separate and independent corporate trustee for the BTPS and a management committee for the BTRSS. The trustee of the BTPS looks after the assets of the funds, which are held separately from those of the company. For BTRSS members, each member has an individual personal pension secured with an insurance company (Standard Life). Pension funds’ assets can be used only in accordance with their respective rules and for no other purpose.

Financial statements

So far as each of the directors is aware, there is no relevant information that has not been disclosed to the auditors and each of the directors believes that all steps have been taken that ought to have been taken to make them aware of any relevant audit information and to establish that the auditors have been made aware of that information.

     A statement by the directors of their responsibilities for preparing the financial statements is included in the Statement of directors’ responsibility on page 84. The directors’ statement on going concern is included in Review of the year – Financial review on page 54.

Takeover Directive disclosure

Following the implementation of the EU Takeover Directive by certain provisions of the 2006 Act, we are required to make additional disclosures. A number of these disclosures can be found elsewhere in this Report as set out below:

4	structure of BT’s share capital (refer to page 123) including the rights and obligations attaching to the shares (refer to pages 161 to 164);
4	restrictions on the transfer of BT shares and voting rights (refer to pages 161 and 162);
4	significant direct or indirect shareholdings (refer to page 82); and
4	appointment and replacement of directors (refer to page 163).

     The disclosures which are not covered elsewhere in this Report include the following:

4 BT has two employee share ownership trusts which hold BT shares for the purpose of satisfying awards made under the various employee share plans. The trustee of the BT Group ESIP

BT GROUP PLC ANNUAL REPORT & FORM 20-F     79

REPORT OF THE DIRECTORS BUSINESS POLICIES

may invite participants on whose behalf it holds shares to direct it how to vote in respect of those shares, and if there is an offer for the shares or other transaction which would lead to a change of control of BT, participants may direct it to accept the offer or agree to the transaction. In respect of shares held in the BT Group Employee Share Ownership Trust, the trustee abstains from voting those shares, and if there is an offer for the shares the trustee is not obliged to accept or reject the offer but will have regard to the interests of the participants, may consult them to obtain their views on the offer and may otherwise take the action with respect to the offer it thinks fair:

4	we are not aware of any agreements between shareholders that may result in restrictions on the transfer of shares or on voting rights
4	no person holds securities carrying special rights with regard to control of the Company
4	proxy appointment and voting instructions must be received by the registrars not less than 48 hours before a general meeting (see also page 161)
4	the amendment of BT’s articles of association requires shareholder approval in accordance with legislation in force from time to time
4	the powers of the directors are determined by UK legislation and the articles of association. They are authorised to issue and allot shares, and to undertake purchases of BT shares subject to shareholder approval at the AGM
4	BT Group plc is not party to any significant agreements that take effect, alter or terminate upon a change of control following a takeover
4	we do not have any agreements with directors providing for compensation for loss of office or employment that occurs because of a takeover. There is similarly no such provision in standard contracts for employees.

Financial instruments

Details of the financial risk management objectives and policies of the group and exposure to interest risk, credit risk, liquidity risk and foreign exchange are given in note 32 on pages 137 to 144.

Internal control and risk management

The Board is responsible for the group’s systems of internal control and risk management and for reviewing each year the effectiveness of those systems. Such systems are designed to manage, rather than eliminate, the risk of failure to achieve business objectives; any system can provide only reasonable and not absolute assurance against material misstatement or loss. The process in place for reviewing BT’s systems of internal control includes procedures designed to identify and evaluate failings and weaknesses, and, in the case of any categorised as significant, procedures exist to ensure that necessary action is taken to remedy the failings.

     The Board also takes account of significant social, environmental and ethical matters that relate to BT’s businesses and reviews annually BT’s corporate responsibility policy. The company’s workplace practices, specific environmental, social and ethical risks and opportunities and details of underlying governance processes are dealt with in the Review of the year – Our resources on page 18.

     We have enterprise-wide risk management processes for identifying, evaluating and managing the significant risks faced by the group. These processes have been in place for the whole of the 2010 financial year and have continued up to the date on which this document was approved. The processes are in accordance with the Revised Guidance for Directors on the Combined Code published by the Financial Reporting Council (the Turnbull Guidance).

     Risk assessment and evaluation takes place as an integral part of BT’s annual strategic planning cycle. We have a detailed risk management process, culminating in a Board review, which identifies the key risks facing the group and each business unit. This information is reviewed by senior management as part of the strategic review. Our current key risks are summarised in Review of the Year – Our Risks on pages 36 and 37.

     The key features of the enterprise-wide risk management and internal control process comprise the following procedures:

4	senior executives collectively review the group’s key risks and have created a group risk register describing the risks, owners and mitigation strategies. This is reviewed by the Operating Committee before being reviewed and approved by the Board
4	the lines of business carry out risk assessments of their operations, create risk registers relating to those operations, and ensure that the key risks are addressed
4	senior executives with responsibilities for major group operations report quarterly with their opinion on the effectiveness of the operation of internal controls in their area of responsibility
4	the group’s internal auditors carry out continuing assessments of the quality of risk management and control, report to management and the Audit Committee on the status of specific areas identified for improvement and promote effective risk management in the lines of business operations
4	the Audit Committee, on behalf of the Board, considers the effectiveness of the operation of internal control procedures in the group during the financial year. It reviews reports from the internal and external auditors and reports its conclusions to the Board. The Audit Committee has carried out these actions for the 2010 financial year.

Joint ventures and associates, which BT does not control, have not been dealt with as part of the group risk management process and are responsible for their own internal control assessment.

     The Board has approved the formal statement of matters which are reserved to it for consideration, approval or oversight. It has also approved the group’s corporate governance framework, which sets out the high level principles by which BT is managed and the responsibilities and powers of the Operating Committee and the group’s senior executives. As part of this framework, the development and implementation of certain powers relating to group-wide policies and practices are reserved to identified senior executives.

     In the 2009 financial year, we undertook a comprehensive re-evaluation of our management of major contracts and as a result have implemented enhanced due diligence in contract bidding, a new governance structure to monitor contract delivery and to identify commercial, financial or operational risks, and greater focus on managing the cost base including our key suppliers. An independent contract review team now undertakes reviews of our most significant contracts and monitors compliance with our governance standards. These further developments in our management of contract risk have applied throughout the 2010 financial year.

US Sarbanes-Oxley Act of 2002

BT has securities registered with the US Securities and Exchange Commission (SEC). As a result, we must comply with those provisions of the Sarbanes-Oxley Act applicable to foreign issuers.

80     BT GROUP PLC ANNUAL REPORT & FORM 20-F

REPORT OF THE DIRECTORS BUSINESS POLICIES

We comply with the legal and regulatory requirements introduced pursuant to this legislation, in so far as they are applicable. It is the opinion of the Board that the Audit Committee includes in the person of Phil Hodkinson a member who is an ‘audit committee financial expert’ and who is independent (as defined for this purpose). The Board considers that the Committee’s members generally have broad commercial knowledge and extensive business leadership experience, having held – between them – various prior roles in major business, government, financial management, treasury and financial function supervision and that this constitutes a broad and suitable mix of business, financial, management and IT experience on the Committee. The code of ethics adopted for the purposes of the Sarbanes-Oxley Act is posted on the company’s website at www.bt.com/ethics The code applies to the Chief Executive, Group Finance Director and senior finance managers.

Disclosure controls and procedures

The Chief Executive and Group Finance Director, after evaluating the effectiveness of BT’s disclosure controls and procedures as of the end of the period covered by this Annual Report & Form 20-F, have concluded that, as of such date, BT’s disclosure controls and procedures were effective to ensure that material information relating to BT was made known to them by others within the group. The Chief Executive and Group Finance Director have also provided the certifications required by the Sarbanes-Oxley Act.

Internal control over financial reporting

BT’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the group including the consolidation process. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with IFRS. Management conducted an assessment of the effectiveness of internal control over financial reporting based on the framework for internal control evaluation contained in the Turnbull Guidance.

     Based on this assessment, management has concluded that as at 31 March 2010, BT’s internal control over financial reporting was effective.

     There were no changes in BT’s internal control over financial reporting that occurred during the 2010 financial year that have materially affected, or are reasonably likely to have materially affected, the group’s internal control over financial reporting. Any significant deficiency, as defined by the US Public Company Accounting Oversight Board (PCAOB), in internal control over financial reporting, is reported to the Audit Committee.

     PricewaterhouseCoopers LLP, which has audited the consolidated financial statements for the 2010 financial year, has also audited the effectiveness of the group’s internal control over financial reporting under Auditing Standard No. 5 of the PCAOB. Their report is on page 86.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     81

REPORT OF THE DIRECTORS

SHAREHOLDERS AND ANNUAL GENERAL MEETING

Relations with shareholders

Senior executives, led by the Chief Executive and the Group Finance Director and including, as appropriate, the other executive directors, hold meetings with BT’s institutional shareholders and prospective shareholders to discuss BT’s strategy, financial performance and prospects. The Chairman also meets with major shareholders, at their request, during the year. This may also include meetings to discuss overall remuneration policies and governance issues. All non-executive directors have an invitation to attend investors’ meetings if they wish and during the year the Senior Independent Director has held meetings with major institutional shareholders about governance and remuneration policy matters. Contact with institutional shareholders (and with financial analysts, brokers and the media) is controlled by written guidelines to ensure the protection of inside information that has not already been made generally available to the market. The directors are provided with reports and other written briefings on shareholders’ and analysts’ views and are regularly informed by the Company Secretary about the holdings of the principal shareholders. The Company Secretary also surveys individual shareholders about the quality of our shareholder communications and a survey of BT’s institutional shareholders and analysts has recently been carried out by an independent third party.

     Established procedures ensure the timely release of inside information and the publication of financial results and regulatory financial statements. All external announcements are also reviewed for accuracy and compliance requirements by a committee of senior executives, the Disclosure Committee, which is chaired by the Company Secretary.

Substantial shareholdings

At 12 May 2010, BT had received notifications, under the Disclosure and Transparency Rules issued by the Financial Services Authority, in respect of the following holdings of shares representing percentage holdings of BT’s total voting rights as shown:

	Shares		% of total voting rights
Invesco Limited		780,354,826		10.06
BlackRock Inc		381,255,769		4.92
Barclays PLC		360,935,363		4.65
AXA S.A.		359,297,926		4.63
Legal & General Group PLC		309,597,603		3.99
Norges Bank		240,354,001		3.09

AGM resolutions

We are continuing our policy that shareholders vote on the annual report at the AGM. Shareholders will also again be asked to vote separately on the Report on directors’ remuneration.

     It is part of our policy to involve shareholders fully in the affairs of the company and to give them the opportunity at the AGM to ask questions about BT’s activities and prospects. We also give shareholders the opportunity to vote on every substantially different issue by proposing a separate resolution for each issue. The proxy votes for and against each resolution, as well as votes withheld, will be counted before the AGM and the results will be made available at the meeting. As at the 2009 AGM, votes on all matters at the 2010 AGM, except procedural issues, will be taken on a poll. Every vote cast, whether in person or by proxy at the meeting will be counted. The outcome of voting on the resolutions will be posted on our website as soon as possible after the meeting. It is our policy for all directors to attend the AGM if at all possible. Whilst, because of ill health or other pressing reasons, this may not always be possible, in normal circumstances this means that the chairmen of the Audit, Nominating and Remuneration committees are at the AGM and are available to answer relevant questions. All the directors attended the 2009 AGM.

     The resolutions to be proposed at the 2010 AGM at the BT Convention Centre, Liverpool on 22 July, together with explanatory notes, appear in the separate Summary financial statement & notice of meeting 2010 which is sent to all shareholders who have requested a copy. Copies of this annual report are sent only to shareholders who have requested or request a copy. All shareholders are notified of the publication of these documents which are sent out in the most cost-effective way. We aim to give as much notice of our AGM as possible and at least 21 clear days’ notice, as required by our articles of association. In practice, these documents are being sent to shareholders more than 20 working days before the AGM.

     Resolutions to re-appoint PricewaterhouseCoopers LLP as BT’s auditors and to authorise the directors to agree their remuneration will also be proposed at the AGM.

     The presentation made by the Chairman and the Chief Executive will be broadcast live on the internet at www.bt.com/btagm2010 and will be available after the AGM.

Authority to purchase shares

The authority given at last year’s AGM of the company held on 15 July 2009 for BT to purchase in the market 774m of its shares, representing 10% of the issued share capital, expires on 14 October 2010. Shareholders will be asked to give a similar authority at the AGM.

     During the 2010 financial year, 8m treasury shares were transferred to meet BT’s obligations under our employee share plans. At 12 May 2010 a total of 397m shares were retained as treasury shares. All the shares were purchased in an on-market programme of buying back BT shares, started in November 2003. The programme was suspended with effect from 31 July 2008.

By order of the Board

Andrew Parker

12 May 2010

82     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS

84	STATEMENT OF DIRECTORS’ RESPONSIBILITIES
85	REPORT OF THE INDEPENDENT AUDITORS CONSOLIDATED FINANCIAL STATEMENTS
85	United Kingdom opinion
86	United States opinion
87	CONSOLIDATED FINANCIAL STATEMENTS
87	ACCOUNTING POLICIES
96	GROUP INCOME STATEMENT
97	GROUP STATEMENT OF COMPREHENSIVE INCOME
98	GROUP STATEMENT OF CHANGES IN EQUITY
99	GROUP CASH FLOW STATEMENT
100	GROUP BALANCE SHEET
101	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
101	Segment information
104	Other operating income
104	Operating costs
105	Employees
106	Specific items
107	Finance expense and finance income
107	Dividends
108	Taxation
109	Earnings (loss) per share
110	Cash and cash equivalents
111	Net debt
112	Intangible assets
114	Property, plant and equipment
115	Investments
116	Associates and joint ventures
116	Inventories
117	Trade and other receivables
119	Loans and other borrowings
120	Derivative financial instruments
121	Trade and other payables
122	Provisions
122	Deferred taxation
123	Minority interests
123	Share capital
124	Other reserves
124	Related party transactions
125	Financial commitments and contingent liabilities
126	Acquisitions
127	Retirement benefit plans
132	Share-based payments
136	Audit and non-audit services
137	Financial instruments and risk management
145	REPORT OF THE INDEPENDENT AUDITORS – PARENT COMPANY FINANCIAL STATEMENTS
146	FINANCIAL STATEMENTS OF BT GROUP PLC
149	SUBSIDIARY UNDERTAKINGS AND ASSOCIATE
150	QUARTERLY ANALYSIS OF REVENUE AND PROFIT
151	SELECTED FINANCIAL DATA
153	FINANCIAL STATISTICS
154	OPERATIONAL STATISTICS

BT GROUP PLC ANNUAL REPORT & FORM 20-F     83

FINANCIAL STATEMENTS

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

The directors are responsible for preparing the Annual Report, the Report on directors’ remuneration and the financial statements in accordance with applicable law and regulations.

     Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union, and the parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). In preparing the consolidated financial statements, the directors have also elected to comply with IFRSs, issued by the International Accounting Standards Board (IASB). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

4	select suitable accounting policies and then apply them consistently;
4	make judgements and accounting estimates that are reasonable and prudent;
4	state whether IFRSs as adopted by the European Union and IFRSs issued by IASB and applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the consolidated and parent company financial statements respectively; and
4	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements and the Report on directors’ remuneration comply with the Companies Act 2006 and, as regards the consolidated financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

     Each of the directors, whose names and functions are listed on pages 58 to 59 confirm that, to the best of their knowledge:

4	the consolidated financial statements, which have been prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the group; and
4	the Report of the directors on pages 57 to 82 includes a fair review of the development and performance of the business and the position of the group, together with a description of the principal risks and uncertainties that it faces.

84     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS

REPORT OF THE INDEPENDENT AUDITORS – CONSOLIDATED FINANCIAL STATEMENTS

United Kingdom opinion

We have audited the consolidated financial statements of BT Group plc for the year ended 31 March 2010 which comprise the Group income statement, the Group statement of comprehensive income, the Group statement of changes in equity, the Group cash flow statement, the Group balance sheet, the Accounting policies and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

Respective responsibilities of directors and auditors

As explained more fully in the Statement of directors’ responsibilities set out on page 84, the directors are responsible for the preparation of the consolidated financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the consolidated financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

     This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements.

Opinion on financial statements

In our opinion the consolidated financial statements:

4	give a true and fair view of the state of the group’s affairs as at 31 March 2010 and of its profit and cash flows for the year then ended;
4	have been properly prepared in accordance with IFRSs as adopted by the European Union; and
4	have been prepared in accordance with the requirements of the Companies Act 2006 and Article 4 of the IAS Regulation.

Separate opinion in relation to IFRSs as issued by the IASB

As explained in the accounting policies for the consolidated financial statements the group, in addition to complying with its legal obligation to apply IFRSs as adopted by the European Union, has also applied IFRSs as issued by the International Accounting Standards Board (IASB).

     In our opinion the consolidated financial statements comply with IFRSs as issued by the IASB.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion the information given in the Report of the directors for the financial year for which the consolidated financial statements are prepared is consistent with the consolidated financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following:

     Under the Companies Act 2006 we are required to report to you if, in our opinion:

4	certain disclosures of directors’ remuneration specified by law are not made; or
4	we have not received all the information and explanations we require for our audit.

Under the Listing Rules we are required to review:

4	the directors’ statement, set out on page 54, in relation to going concern; and
4	the part of the Corporate Governance Statement relating to the company’s compliance with the nine provisions of the June 2008 Combined Code specified for our review.

Other matter

We have reported separately on the parent company financial statements of BT Group plc for the year ended 31 March 2010 and on the information in the Report on directors’ remuneration that is described as having been audited.

Philip Rivett (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London, United Kingdom
12 May 2010

BT GROUP PLC ANNUAL REPORT & FORM 20-F     85

FINANCIAL STATEMENTS REPORT OF THE INDEPENDENT AUDITORS – CONSOLIDATED FINANCIAL STATEMENTS

United States opinion

Report of Independent Registered Public Accounting Firm to the Board of Directors and Shareholders of BT Group plc (the ‘company’)

In our opinion, the accompanying Group income statements, Group statements of comprehensive income, Group statements of changes in equity, Group cash flow statements and Group balance sheets present fairly, in all material respects, the financial position of BT Group plc and its subsidiaries at 31 March 2010 and 2009 and the results of their operations and cash flows for each of the three years in the period ended 31 March 2010, in conformity with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board. Also, in our opinion the company maintained, in all material respects, effective internal control over financial reporting as of 31 March 2010, based on criteria established in the Turnbull Guidance.

     The company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in management’s evaluation of the effectiveness of internal control over financial reporting as set out in the first three paragraphs of Internal control over financial reporting in the Report of the directors, Business Policies of the Form 20-F.

     Our responsibility is to express opinions on these financial statements and on the company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.

     Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

     As disclosed in note 30 to the consolidated financial statements, the company adopted an amendment to IFRS 2 ‘Share-based payment’ and accordingly changed the manner in which it accounts for vesting conditions and cancellations.

     A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

     Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP
London, United Kingdom
12 May 2010

86     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS

Accounting policies

(i) Basis of preparation and presentation of the financial statements

Compliance with applicable law and IFRS

These consolidated financial statements have been prepared in accordance with the Companies Act 2006, Article 4 of the IAS Regulation and International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS) and related interpretations, as adopted by the European Union. The consolidated financial statements are also in compliance with IFRS as issued by the International Accounting Standards Board.

Accounting convention

The consolidated financial statements have been prepared under the historical cost convention, modified for the revaluation of certain financial assets and liabilities at fair value.

Presentation of specific items

The group’s income statement and segmental analysis separately identify trading results before significant one-off or unusual items (termed ‘specific items’). This is consistent with the way that financial performance is measured by management and reported to the Board and the Operating Committee and assists in providing a meaningful analysis of the trading results of the group. The directors believe that presentation of the group’s results in this way is relevant to an understanding of the group’s financial performance as specific items are significant one-off or unusual in nature and have little predictive value. Furthermore, the group considers a columnar presentation to be appropriate, as it improves the clarity of the presentation and is consistent with the way that financial performance is measured by management and reported to the Board and the Operating Committee. Specific items may not be comparable to similarly titled measures used by other companies. Items which have been considered to be significant one-off or unusual in nature include disposals of businesses and investments, business restructuring programmes, asset impairment charges, property rationalisation programmes and the settlement of multiple tax years in a single settlement. Specific items for the current and prior years are disclosed in note 5.

Critical accounting estimates and key judgements

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed on pages 93 and 94 in ‘Critical accounting estimates and key judgements’.

Implementation of new accounting standards

With effect from 1 April 2009, the group adopted the amendment to IFRS 2 ‘Share-based payment – Vesting Conditions and Cancellations’, IFRS 8 ‘Operating Segments’, IAS 1 (Revised) ‘Presentation of Financial Statements’, IAS 23 (Revised) ‘Borrowing costs’, minor amendments to a number of other accounting standards and several new interpretations. The adoption of the amendment to IFRS 2 and IAS 1 (Revised) has resulted in the restatement of comparative information. Further details are provided on pages 94 and 95.

Composition of the group

The group’s principal operating subsidiaries and associate are detailed on page 149.

(ii) Basis of consolidation

The group financial statements consolidate the financial statements of BT Group plc (‘the company’) and its subsidiaries, and they incorporate its share of the results of joint ventures and associates using the equity method of accounting.

4	A subsidiary is an entity that is controlled by another entity, known as the parent. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
4	A joint venture is an entity that is jointly controlled by two or more entities. Joint control is the contractually agreed sharing of control over an economic activity, and exists only when the strategic financial and operating decisions relating to the activity require the unanimous consent of the parties sharing control.
4	An associate is an entity over which another entity has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of an entity but is not control or joint control over those policies.

The results of subsidiaries acquired or disposed of during the year are consolidated from and up to the date of change of control. Where necessary, adjustments are made to the financial statements of subsidiaries, associates and joint ventures to bring the accounting policies used in line with those used by the group. All intra group transactions, balances, income and expenses are eliminated on consolidation.

     Investments in associates and joint ventures are initially recognised at cost. Subsequent to acquisition, the carrying value of the group’s investment in associates and joint ventures includes the group’s share of post acquisition reserves, less any impairment in the value of individual assets. The income statement reflects the group’s share of the results of operations after tax of the associate or joint venture.

(iii) Revenue

Revenue represents the fair value of the consideration received or receivable for communication services and equipment sales, net of discounts and sales taxes. Revenue from the rendering of services and sale of equipment is recognised when it is probable that the economic benefits associated with a transaction will flow to the group and the amount of revenue and associated costs can be measured reliably. Where the group acts as an agent in a transaction, it recognises revenue net of directly attributable costs.

Services

Revenue arising from separable installation and connection services is recognised when it is earned, upon activation. Revenue from the rental of analogue and digital lines and private circuits is recognised evenly over the period to which the charges relate. Revenue from calls is recognised at the time the call is made over the group’s network.

     Subscription fees, consisting primarily of monthly charges for access to broadband and other internet access or voice services, are recognised as revenue as the service is provided. Revenue arising from the interconnection of voice and data traffic between other telecommunications operators is recognised at the time of transit across the group’s network.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     87

FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS

Equipment sales

Revenue from the sale of peripheral and other equipment is recognised when all the significant risks and rewards of ownership are transferred to the buyer, which is normally the date the equipment is delivered and accepted by the customer.

Long-term contractual arrangements

Revenue from long-term contractual arrangements is recognised based on the percentage of completion method. The stage of completion is estimated using an appropriate measure according to the nature of the contract. For long-term services contracts, revenue is recognised on a straight line basis over the term of the contract. However, if the performance pattern is other than straight line, revenue is recognised as services are provided, usually on an output or consumption basis. For fixed price contracts, including contracts to design and build software solutions, revenue is recognised by reference to the stage of completion, as determined by the proportion of costs incurred relative to the estimated total contract costs, or other measures of completion such as the achievement of contract milestones and customer acceptance. In the case of time and materials contracts, revenue is recognised as the service is rendered.

     Costs related to delivering services under long-term contractual arrangements are expensed as incurred. An element of costs incurred in the initial set up, transition or transformation phase of the contract are deferred and recorded within non current assets. These costs are then recognised in the income statement on a straight line basis over the remaining contractual term, unless the pattern of service delivery indicates a different profile is appropriate. These costs are directly attributable to specific contracts, relate to future activity, will generate future economic benefits and are assessed for recoverability on a regular basis.

     The percentage of completion method relies on estimates of total expected contract revenues and costs, as well as reliable measurement of the progress made towards completion. Unless the financial outcome of a contract can be estimated with reasonable certainty, no attributable profit is recognised. In such circumstances, revenue is recognised equal to the costs incurred to date, to the extent that such revenue is expected to be recoverable. Recognised revenue and profits are subject to revisions during the contract if the assumptions regarding the overall contract outcome are changed. The cumulative impact of a revision in estimates is recorded in the period in which such revisions become likely and can be estimated. Where the actual and estimated costs to completion exceed the estimated revenue for a contract, the full contract life loss is recognised immediately.

     Where a contractual arrangement consists of two or more separate elements that have value to a customer on a standalone basis, revenue is recognised for each element as if it were an individual contract. The total contract consideration is allocated between the separate elements on the basis of relative fair value and the appropriate revenue recognition criteria are applied to each element as described above.

(iv) Other operating income

Other operating income is income generated by the group that arises from activities outside of the provision of communication services and equipment sales. Items reported as other operating income include income from repayment works, proceeds from scrap and cable recovery, income generated by our fleet operations, income from government grants, profits and losses on the disposal of business operations and property, plant and equipment and income generated from the exploitation of our intellectual property.

(v) Government grants

Government grants are recognised initially as deferred income at their fair value where there is a reasonable assurance that the grant will be received and the group will comply with the conditions associated with the grant. Grants that compensate the group for expenses incurred are recognised in the income statement within other operating income in the same periods in which the associated expenditure is recognised. Grants that compensate the group for the cost of an asset are recognised in the income statement on a straight line basis over the useful life of the asset.

(vi) Leases

The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and whether the arrangement conveys the right to use the asset.

     Leases of property, plant and equipment where the group holds substantially all the risks and rewards of ownership are classified as finance leases.

     Finance lease assets are capitalised at the commencement of the lease term at the lower of the present value of the minimum lease payments or the fair value of the leased asset. The obligations relating to finance leases, net of finance charges in respect of future periods, are recognised as liabilities. Leases are subsequently measured at amortised cost using the effective interest method. If a sale and leaseback transaction results in a finance lease, any excess of sale proceeds over the carrying amount is deferred and recognised in the income statement over the lease term.

     Leases where a significant portion of the risks and rewards are held by the lessor are classified as operating leases. Rentals are charged to the income statement on a straight line basis over the period of the lease. If a sale and leaseback transaction results in an operating lease, any profit or loss is recognised in the income statement immediately, except where a proportion of the profit or loss is deferred or amortised because the sale price was not equal to fair value.

(vii) Foreign currencies

Items included in the financial statements of each of the group’s subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Sterling, the presentation currency of the group.

     Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at period end exchange rates are recognised in the income statement in the line which most appropriately reflects the nature of the item or transaction. Where monetary items form part of the net investment in a foreign operation and are designated as hedges of a net investment or as cash flow hedges, such exchange differences are recognised in equity.

     On consolidation, assets and liabilities of foreign undertakings are translated into Sterling at year end exchange rates. The results of foreign undertakings are translated into Sterling at average rates of exchange for the year (unless this average is not a reasonable approximation of the cumulative effects of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions). Foreign exchange differences arising on retranslation are recognised directly in a separate component of equity, the translation reserve.

88     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS

In the event of the disposal of an undertaking with assets and liabilities denominated in a foreign currency, the cumulative translation difference associated with the undertaking in the translation reserve is charged or credited to the gain or loss on disposal recognised in the income statement.

(viii) Business combinations

The purchase method of accounting is used for the acquisition of subsidiaries, in accordance with IFRS 3 ‘Business Combinations’. On transition to IFRS, the group elected not to apply IFRS 3 retrospectively to acquisitions that occurred before 1 April 2004. Goodwill arising on the acquisition of subsidiaries is therefore treated as follows:

4	Goodwill which arose after 1 April 2004: included in the balance sheet at original cost, less any provisions for impairment. This goodwill is not amortised.
4	Goodwill which arose between 1 January 1998 and 1 April 2004: included in the balance sheet at original cost, less accumulated amortisation to the date of transition to IFRS and less any provisions for impairment. This goodwill is not amortised after the date of transition to IFRS.
4	Goodwill which arose before 1 January 1998: written off directly to retained earnings.

On acquisition of a subsidiary, fair values are attributed to the identifiable net tangible and intangible assets acquired. The excess of the cost of the acquisition over the fair value of the group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of the acquisition is less than the fair value of the group’s share of the identifiable net assets acquired, the difference is recognised directly in the income statement. On disposal of a subsidiary, the gain or loss on disposal includes the carrying amount of goodwill relating to the subsidiary sold. Goodwill previously written off to retained earnings is not recycled to the income statement on disposal of the related subsidiary.

(ix) Intangible assets

Identifiable intangible assets are recognised when the group controls the asset, it is probable that future economic benefits attributable to the asset will flow to the group and the cost of the asset can be reliably measured. All intangible assets, other than goodwill and indefinite lived assets, are amortised over their useful economic life. The method of amortisation reflects the pattern in which the assets are expected to be consumed. If the pattern cannot be determined reliably, the straight line method is used.

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the group’s share of the identifiable net assets (including intangible assets) of the acquired subsidiary. Goodwill is reviewed annually for impairment and carried at cost less accumulated impairment losses.

Computer software

Computer software comprises computer software purchased from third parties, and also the cost of internally developed software. Computer software purchased from third parties and internally developed software is initially recorded at cost.

Telecommunication licences

Licence fees paid to governments, which permit telecommunication activities to be operated for defined periods, are initially recorded at cost and amortised from the time the network is available for use to the end of the licence period.

Brands, customer lists and customer relationships

Intangible assets acquired through business combinations are recorded at fair value at the date of acquisition. Assumptions are used in estimating the fair values of acquired intangible assets and include management’s estimates of revenue and profits to be generated by the acquired businesses.

Subscriber acquisition costs

Subscriber acquisition costs are expensed as incurred, unless they meet the criteria for capitalisation, in which case they are capitalised and amortised over the shorter of the expected customer life or contractual period.

Estimated useful economic lives

The estimated useful economic lives assigned to the principal categories of intangible assets are as follows:

4	Computer software	2 to 5 years
4	Telecommunication licences	1 to 5 years
4	Brands, customer lists and customer relationships	3 to 15 years

(x) Research and development

Research expenditure is recognised in the income statement in the period in which it is incurred.

     Development expenditure, including the cost of internally developed software, is recognised in the income statement in the period in which it is incurred unless it is probable that economic benefits will flow to the group from the asset being developed, the cost of the asset can be reliably measured and technical feasibility can be demonstrated. Capitalisation ceases when the asset being developed is ready for use.

     Research and development costs include direct labour, contractors’ charges, materials and directly attributable overheads.

(xi) Property, plant and equipment

Property, plant and equipment is included in the balance sheet at historical cost, less accumulated depreciation and any impairment losses. On disposal of property, plant and equipment, the difference between the sale proceeds and the net book value at the date of disposal is recorded in the income statement.

Cost

Included within the cost for network infrastructure and equipment are direct labour, contractors’ charges, materials and directly attributable overheads.

Depreciation

Depreciation is provided on property, plant and equipment on a straight line basis from the time the asset is available for use, so as to write off the asset’s cost over the estimated useful life taking into account any expected residual value. Freehold land is not subject to depreciation. The lives assigned to principal categories of assets are as follows:

4	Land and buildings
	Freehold buildings	40 years
	Leasehold land and buildings	Unexpired portion of lease or 40 years, whichever is the shorter

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4	Network infrastructure and equipment
	Transmission equipment:
	Duct	40 years
	Cable	3 to 25 years
	Fibre	5 to 20 years
	Exchange equipment	2 to 13 years
	Payphones and other network equipment	2 to 20 years
4	Other
	Motor vehicles	2 to 9 years
	Computers and office equipment	3 to 6 years

Assets held under finance leases are depreciated over the shorter of the lease term or their useful economic life. Residual values and useful lives are reassessed annually and, if necessary, changes are recognised prospectively.

(xii) Borrowing costs

In respect of borrowing costs relating to qualifying assets for which the commencement date for capitalisation is on or after 1 April 2009, and which take more than 12 months to complete, the group capitalises borrowing costs during the construction phase as part of the cost of that asset. Previously, the group immediately recognised all borrowing costs as an expense in the income statement. The change in accounting policy was due to the adoption of IAS 23 ‘Borrowing Costs (Revised)’.

(xiii) Asset impairment (non financial assets)

Intangible assets with finite useful lives and property, plant and equipment are tested for impairment if events or changes in circumstances (assessed at each reporting date) indicate that the carrying amount may not be recoverable. When an impairment test is performed, the recoverable amount is assessed by reference to the higher of the net present value of the expected future cash flows (value in use) of the relevant cash generating unit and the fair value less cost to sell.

     Goodwill and intangible assets with indefinite useful lives are reviewed for impairment at least annually.

     Impairment losses are recognised in the income statement.

     If a cash generating unit is impaired, provision is made to reduce the carrying amount of the related assets to their estimated recoverable amount, normally as a specific item. Impairment losses are allocated firstly against goodwill, and secondly on a pro rata basis against intangible and other assets.

     Where an impairment loss has been recognised against an asset, it may be reversed in future periods where there has been a change in the estimates used to determine the recoverable amount since the last impairment loss was recognised, but only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. This does not apply for goodwill, for which an impairment loss may not be reversed in any circumstances.

(xiv) Inventory

Inventory mainly comprises items of equipment held for sale or rental and consumable items.

     Equipment held and consumable items are stated at the lower of cost and estimated net realisable value, after provisions for obsolescence. Cost is calculated on a first-in-first-out basis.

(xv) Termination benefits

Termination benefits (leaver costs) are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The group recognises termination benefits when it is demonstrably committed to the affected employees leaving the group.

(xvi) Post retirement benefits

The group operates a funded defined benefit pension plan, which is administered by an independent Trustee, for the majority of its employees.

     The group’s obligation in respect of defined benefit pension plans is calculated separately for each scheme by estimating the amount of future benefit that employees have earned in return for their service to date. That benefit is discounted to determine its present value, and the fair value of any plan assets is deducted to arrive at the net pension obligation or asset. The discount rate used is the yield at the balance sheet date on AA credit rated bonds that have maturity dates approximating the terms of the group’s obligations. The calculation is performed by a qualified actuary using the projected unit credit method. The net obligation or asset recognised in the balance sheet is the present value of the defined benefit obligation less the fair value of the plan assets.

     The income statement charge is allocated between an operating charge and net finance expense or income. The operating charge reflects the service cost which is spread systematically over the working lives of the employees. The net finance charge reflects the unwinding of the discount applied to the liabilities of the plan, offset by the expected return on the assets of the plan, based on conditions prevailing at the start of the year.

     Actuarial gains and losses are recognised in full in the period in which they occur and are presented in the statement of comprehensive income.

     Actuarial valuations of the main defined benefit plan are carried out by an independent actuary as determined by the Trustee at intervals of not more than three years, to determine the rates of contribution payable. The pension cost is determined on the advice of the group’s actuary, having regard to the results of these Trustee valuations. In any intervening years, the actuaries review the continuing appropriateness of the contribution rates.

     The group also operates defined contribution pension schemes and the income statement is charged with the contributions payable.

(xvii) Share-based payment

The group operates a number of equity settled share-based payment arrangements, under which the group receives services from employees as consideration for equity instruments (share options and shares) of the group. Equity settled share-based payments are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant, but including any market-based performance criteria and the impact of non-vesting conditions (for example the requirement for employees to save). The fair value determined at the grant date is recognised on a straight-line basis over the vesting period, based on the group’s estimate of the options or shares that will eventually vest and adjusted for the effect of non market-based vesting conditions.

     Fair value is measured using either the Binomial pricing model or the Monte Carlo model, whichever is most appropriate to the award.

     The group adopted IFRS 2 ‘Share-based payment – vesting conditions and cancellations’, with effect from 1 April 2009. The amendment clarifies that only service and performance conditions are vesting conditions. Any other conditions are non-vesting conditions which have to be taken into account to determine the fair value of equity instruments granted. In the case that an award or option does not vest as a result of a failure to meet a non-vesting condition that is within the control of either counterparty, this is accounted for as a cancellation. Cancellations must be treated as

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accelerated vesting and all remaining future charges are immediately recognised. As the requirement to save under an employee share save arrangement is a non-vesting condition, employee cancellations must be treated as an accelerated vesting.

(xviii) Taxation

Current income tax is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the company’s subsidiaries, associates and joint ventures operate and generate taxable income. The group periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation, and the group establishes provisions where appropriate on the basis of the amounts expected to be paid to tax authorities.

     Deferred tax is recognised, using the liability method, in respect of temporary differences between the carrying amount of the group’s assets and liabilities and their tax base, except to the extent that the deferred tax asset or liability arises from the initial recognition of goodwill or from the initial recognition of an asset or liability in a transaction which is not a business combination and affects neither accounting profit nor taxable profit.

     Deferred tax liabilities are, where permitted, offset against deferred tax assets within the same taxable entity or qualifying local tax group. Any remaining deferred tax asset is recognised only when, on the basis of all available evidence, it can be regarded as probable that there will be suitable taxable profits, within the same jurisdiction, in the foreseeable future against which the deductible temporary difference can be utilised.

     Deferred tax is determined using tax rates that are expected to apply in the periods in which the asset is realised or liability settled, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

     Deferred tax is provided on temporary differences arising on investments in subsidiaries, associates and joint ventures, except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

     Current and deferred tax are recognised in the income statement, except when the tax relates to items charged or credited directly in equity, in which case the tax is also recognised in equity.

(xix) Advertising and marketing

The costs associated with the group’s advertising and marketing activities are recognised within other operating costs as incurred.

(xx) Dividends

Final dividends are recognised as a liability in the year in which they are declared and approved by the company’s shareholders in the annual general meeting. Interim dividends are recognised when they are paid.

(xxi) Provisions

Provisions are recognised when the group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Financial liabilities within provisions are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method. Onerous lease provisions have been measured at the lower of the cost to fulfil the contract or the cost to exit it.

(xxii) Financial instruments

Recognition and derecognition of financial assets and financial liabilities

Financial assets and financial liabilities are recognised when the group becomes party to the contractual provisions of the instrument. Financial assets are derecognised when the group no longer has rights to cash flows, the risks and rewards of ownership or control of the asset. Financial liabilities are derecognised when the obligation under the liability is discharged, cancelled or expires. In particular, for all regular way purchases and sales of financial assets, the group recognises the financial assets on the settlement date, which is the date on which the asset is delivered to or by the group.

Financial assets

Financial assets at fair value through income statement
A financial asset is classified in this category if acquired principally for the purpose of selling in the short-term (held for trading) or if so designated by management. Financial assets held in this category are initially recognised and subsequently measured at fair value, with changes in value recognised in the income statement in the line which most appropriately reflects the nature of the item or transaction. The direct transaction costs are recognised immediately in the income statement.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market other than those for which the group may not recover substantially all of its initial investment, other than because of credit deterioration, which are classified as available-for-sale.

     Loans and receivables are initially recognised at fair value plus transaction costs and subsequently carried at amortised cost using the effective interest method, with changes in carrying value recognised in the income statement in the line which most appropriately reflects the nature of the item or transaction.

Available-for-sale financial assets

Non-derivative financial assets classified as available-for-sale are either specifically designated in this category or not classified in any of the other categories. Available-for-sale financial assets are initially recognised at fair value plus direct transaction costs and then re-measured at subsequent reporting dates to fair value, with unrealised gains and losses (except for changes in exchange rates for monetary items, interest, dividends and impairment losses, which are recognised in the income statement) recognised in equity until the financial asset is derecognised, at which time the cumulative gain or loss previously recognised in equity is taken to the income statement, in the line that most appropriately reflects the nature of the item or transaction.

Trade and other receivables

Financial assets within trade and other receivables are initially recognised at fair value, which is usually the original invoiced amount, and are subsequently carried at amortised cost using the effective interest method less provisions made for doubtful receivables.

     Provisions are made specifically where there is evidence of a risk of non payment, taking into account ageing, previous losses experienced and general economic conditions.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and current balances with banks and similar institutions, which are readily convertible to cash and which are subject to insignificant risk of changes in value and have an original maturity of three months or less.

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For the purpose of the consolidated cash flow statement, cash and cash equivalents are as defined above net of outstanding bank overdrafts. Bank overdrafts are included within loans and other borrowings, in current liabilities on the balance sheet.

Impairment of financial assets

The group assesses at each balance sheet date whether a financial asset or group of financial assets are impaired.

     Where there is objective evidence that an impairment loss has arisen on assets carried at amortised cost, the carrying amount is reduced with the loss being recognised in the income statement. The impairment loss is measured as the difference between that asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. The impairment loss is only reversed if it can be related objectively to an event after the impairment was recognised and is reversed to the extent that the carrying value of the asset does not exceed its amortised cost at the date of reversal.

     If an available-for-sale asset is impaired, an amount comprising the difference between its cost (net of any principal payment and amortisation) and its fair value is transferred from equity to the income statement. Reversals of impairment losses on debt instruments are taken through the income statement if the increase in fair value of the instrument can be objectively related to an event occurring after the impairment loss was recognised in the income statement. Reversals in respect of equity instruments classified as available-for-sale are recognised directly in equity.

     If there is objective evidence that an impairment loss has been incurred on an unquoted equity instrument that is not carried at fair value because its fair value cannot be objectively measured, or on a derivative asset that is linked to and must be settled by delivery of such an unquoted equity instrument, the amount of loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset.

Financial liabilities

Trade and other payables

Financial liabilities within trade and other payables are initially recognised at fair value, which is usually the original invoiced amount, and subsequently carried at amortised cost using the effective interest method.

Loans and other borrowings

Loans and other borrowings are initially recognised at fair value plus directly attributable transaction costs. Where loans and other borrowings contain a separable embedded derivative, the fair value of the embedded derivative is the difference between the fair value of the hybrid instrument and the fair value of the loan or borrowing. The fair value of the embedded derivative and the loan or borrowing is recorded separately on initial recognition. Loans and other borrowings are subsequently measured at amortised cost using the effective interest method and, if included in a fair value hedge relationship, are revalued to reflect the fair value movements on the hedged risk associated with the loans and other borrowings. The resultant amortisation of fair value movements, on de-designation of the hedge, are recognised in the income statement.

Financial guarantees

Financial guarantees are recognised initially at fair value plus transaction costs and subsequently measured at the higher of the amount determined in accordance with the accounting policy relating to provisions and the amount initially determined less, when appropriate, cumulative amortisation.

Derivative financial instruments

The group uses derivative financial instruments mainly to reduce exposure to foreign exchange risks and interest rate movements. The group does not hold or issue derivative financial instruments for financial trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments.

     Derivative financial instruments are classified as held for trading and are initially recognised and subsequently measured at fair value. The gain or loss on re-measurement to fair value is recognised immediately in the income statement in net finance expense. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the hedge. Derivative financial instruments are classified as current assets or current liabilities where they are not designated in a hedging relationship or have a maturity period within 12 months. Where derivative financial instruments have a maturity period greater than 12 months and are designated in a hedge relationship, they are classified within either non current assets or non current liabilities.

     Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risk and characteristics are not closely related to those of the host contract and the host contract is not carried at fair value. Changes in the fair value of embedded derivatives are recognised in the income statement in the line which most appropriately reflects the nature of the item or transaction.

Hedge accounting

To qualify for hedge accounting, hedge documentation must be prepared at inception and the hedge must be expected to be highly effective both prospectively and retrospectively. The hedge is tested for effectiveness at inception and in subsequent periods in which the hedge remains in operation.

Cash flow hedge

When a financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly probable transaction, the effective part of any gain or loss on the derivative financial instrument is recognised directly in equity.

     For cash flow hedges of recognised assets or liabilities, the associated cumulative gain or loss is removed from equity and recognised in the same line in the income statement in the same period or periods during which the hedged transaction affects the income statement.

     For highly probable transactions, when the transaction subsequently results in the recognition of a non financial asset or non financial liability the associated cumulative gain or loss is removed from equity and included in the initial cost or carrying amount of the non financial asset or liability.

     If a hedge of a highly probable transaction subsequently results in the recognition of a financial asset or a financial liability, then the associated gains and losses that were recognised directly in equity are reclassified into the income statement in the same period or periods during which the asset acquired or liability assumed affects the income statement.

     Any ineffectiveness arising on a cash flow hedge of a recognised asset or liability is recognised immediately in the same income statement line as the hedged item. Where ineffectiveness arises on highly probable transactions, it is recognised in the line which most appropriately reflects the nature of the item or transaction.

Fair value hedge

When a derivative financial instrument is designated as a hedge of the variability in fair value of a recognised asset or liability, or unrecognised firm commitment, the change in fair value of the

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derivatives that are designated as fair value hedges are recorded in the same line in the income statement, together with any changes in fair value of the hedged asset or liability that is attributable to the hedged risk.

Hedge of net investment in a foreign operation

Exchange differences arising from the retranslation of currency instruments designated as hedges of net investments in a foreign operation are taken to shareholders’ equity on consolidation to the extent that the hedges are deemed effective.

     Any ineffectiveness arising on a hedge of a net investment in a foreign operation is recognised in net finance expense.

Discontinuance of hedge accounting

Discontinuance of hedge accounting may occur when a hedging instrument expires or is sold, terminated or exercised, or when the hedge no longer qualifies for hedge accounting or the group revokes designation of the hedge relationship but the hedged financial asset or liability remains or a highly probable transaction is still expected to occur. Under a cash flow hedge, the cumulative gain or loss at that point remains in equity and is recognised in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer expected to take place or the underlying hedged financial asset or liability no longer exists, the cumulative unrealised gain or loss recognised in equity is recognised immediately in the income statement. Under a hedge of a net investment, the cumulative gain or loss remains in equity when the hedging instrument expires or is sold, terminated or exercised, or when the hedge no longer qualifies for hedge accounting or the group revokes designation of the hedge relationship. The cumulative gain or loss is recognised in the income statement as part of the profit on disposal when the net investment in the foreign operation is disposed. Under a fair value hedge, the cumulative gain or loss adjustment associated with the hedged risk is amortised to the income statement using the effective interest method over the remaining term of the hedged item.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds received. Shares in the parent company, BT Group plc, held by employee share ownership trusts and repurchased treasury shares are recorded in the balance sheet as a deduction from shareholders’ equity at cost.

Critical accounting estimates and key judgements

The preparation of financial statements in conformity with IFRSs requires the use of accounting estimates and assumptions. It also requires management to exercise its judgement in the process of applying the group’s accounting policies. We continually evaluate our estimates, assumptions and judgements based on available information and experience. As the use of estimates is inherent in financial reporting, actual results could differ from these estimates. The areas involving a higher degree of judgement or complexity are described below.

Long-term customer contracts

Long-term customer contracts can extend over a number of financial years. During the contractual period recognition of costs and profits may be impacted by estimates of the ultimate profitability of each contract. If, at any time, these estimates indicate that any contract will be unprofitable, the entire estimated loss for the contract is recognised immediately. If these estimates indicate that any contract will be less profitable than previously forecast, contract assets may have to be written down to the extent they are no longer considered to be fully recoverable. The group performs ongoing profitability reviews of its contracts in order to determine whether the latest estimates are appropriate. Key factors reviewed include:

4	Transaction volumes or other inputs affecting future revenues which can vary depending on customer requirements, plans and market position and other factors such as general economic conditions;
4	Our ability to achieve key contract milestones connected with the transition, development, transformation and deployment phases for customer contracts;
4	The status of commercial relations with customers and the implication for future revenue and cost projections; and
4	Our estimates of future staff and third party costs and the degree to which cost savings and efficiencies are deliverable.

The carrying value of assets comprising the costs of the initial set up, transition or transformation phase of long-term networked IT services contracts are disclosed in note 17.

Interconnect income and payments to other telecommunications operators

In certain instances, BT relies on other operators to measure the traffic flows interconnecting with our networks. Estimates are used in these cases to determine the amount of income receivable from, or payments we need to make to, these other operators. The prices at which these services are charged are often regulated and may be subject to retrospective adjustment by regulators, and estimates are used in assessing the likely effect of these adjustments.

Pension obligations

BT has a commitment, mainly through the BT Pension Scheme, to pay pension benefits to approximately 333,000 people over approximately 60 years. The cost of these benefits and the present value of our pension liabilities depend on such factors as the life expectancy of the members, the salary progression of our current employees, the return that the pension fund assets will generate in the time before they are used to fund the pension payments and the rate at which the future pension payments are discounted. We use estimates for all of these factors in determining the pension costs and liabilities incorporated in our financial statements. The assumptions reflect historical experience and our judgement regarding future expectations.

     The value of the net pension obligation at 31 March 2010 and the key financial assumptions used to measure the obligation are disclosed in note 29.

Useful lives for property, plant and equipment and software

The plant and equipment in BT’s networks is long lived with cables and switching equipment operating for over 10 years and underground ducts being used for decades. BT also develops software for use in IT systems and platforms that supports the products and services provided to our customers and that is also used within the group. The annual depreciation and amortisation charge is sensitive to the estimated service lives allocated to each type of asset. Asset lives are assessed annually and changed when necessary to reflect current thinking on their remaining lives in light of technological change, network investment plans (including the group’s fibre roll out programme), prospective economic utilisation and physical condition of the assets concerned. Changes to the service lives of assets implemented from 1 April 2009 had no significant impact in aggregate on the results for the year ended 31 March 2010.

     The carrying values of software, property, plant and equipment are disclosed in notes 12 and 13, respectively. The useful lives applied to the principal categories of assets are disclosed on pages 89 and 90.

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Income tax

The actual tax we pay on our profits is determined according to complex tax laws and regulations. Where the effect of these laws and regulations is unclear, we use estimates in determining the liability for the tax to be paid on our past profits which we recognise in our financial statements. We believe the estimates, assumptions and judgements are reasonable but this can involve complex issues which may take a number of years to resolve. The final determination of prior year tax liabilities could be different from the estimates reflected in the financial statements and may result in the recognition of an additional tax expense or tax credit in the income statement.

     The value of the group’s income tax liability is disclosed on the balance sheet on page 100.

Deferred tax

Deferred tax assets and liabilities require management judgement in determining the amounts to be recognised. In particular, judgement is used when assessing the extent to which deferred tax assets should be recognised with consideration given to the timing and level of future taxable income.

     The carrying value of the group’s deferred tax assets and liabilities are disclosed in notes 29 and 22, respectively.

Goodwill

The recoverable amount of cash generating units has been determined based on value in use calculations. These calculations require the use of estimates, including management’s expectations of future revenue growth, operating costs and profit margins for each cash generating unit.

     The carrying value of goodwill and the key assumptions used in performing the annual impairment assessment are disclosed in note 12.

Determination of fair values

Certain financial instruments such as investments, derivative financial instruments and certain elements of loans and borrowings, are carried on the balance sheet at fair value, with changes in fair value reflected in the income statement. Fair values are estimated by reference in part to published price quotations and in part by using valuation techniques.

     The fair values of financial instruments are disclosed in note 32.

Providing for doubtful debts

BT provides services to consumer and business customers, mainly on credit terms. We know that certain debts due to us will not be paid through the default of a small number of our customers. Estimates, based on our historical experience, are used in determining the level of debts that we believe will not be collected. These estimates include such factors as the current state of the economy and particular industry issues.

     The value of the provision for doubtful debts is disclosed in note 17.

Provisions

As disclosed in note 21, the group’s provisions principally relate to obligations arising from property rationalisation programmes, restructuring programmes, claims and litigation and regulatory risks.

     Under our property rationalisation programmes we have identified a number of surplus properties. Although efforts are being made to sub-let this space, this is not always possible given the current regulatory environment. Estimates have been made of the cost of vacant possession and of any shortfall arising from any sub-lease income being lower than the lease costs. Any such shortfall is recognised as a provision.

     In respect of claims, litigation and regulatory risks, the group provides for anticipated costs where an outflow of resources is considered probable and a reasonable estimate can be made of the likely outcome. The ultimate liability may vary from the amounts provided and will be dependent upon the eventual outcome of any settlement.

Accounting standards, interpretations and amendments to published standards adopted in the year ended 31 March 2010

The following new, revised and amended standards and interpretations have been adopted in 2010 and have affected the amounts reported in these financial statements or have resulted in a change in presentation or disclosure.

Amendment to IFRS 2 ‘Share-based payment – Vesting Conditions and Cancellations’

The adoption of the amendment to IFRS 2 ‘Share-based payment –Vesting Conditions and Cancellations’ has resulted in a change in the group’s accounting policy for share-based payments. The amendment clarifies that only service and performance conditions are vesting conditions. Any other conditions are non-vesting conditions which have to be taken into account to determine the fair value of the equity instruments granted. In the case that the award does not vest as a result of a failure to meet a non-vesting condition that is within the control of either the group or the counterparty, this must be treated as a cancellation. Cancellations are treated as accelerated vestings and all remaining future charges are immediately recognised in the income statement with the credit recognised directly in equity. Prior to the adoption of the amendment to IFRS 2, the monthly savings requirement under the group’s all employee sharesave plans was classified as a vesting condition and any cancellations made by employees prior to the normal vesting date resulted in the reversal of all charges recognised to date.

     The amendment to IFRS 2 requires retrospective adoption and hence prior period comparatives have been restated resulting in an increase of £110m in the share-based payment charge for 2009 (2008: £nil) and a reduction of 1.4p in basic and diluted loss per share for 2009 (2008: nil). There was no impact on net assets and cash flow. There was no material impact on the share-based payment charge in 2010, following the adoption of the amendment.

IAS 1 (Revised) ‘Presentation of Financial Statements’

IAS 1 (Revised) introduced some changes in the format and content of the financial statements. In addition, the revised standard requires the presentation of a third balance sheet as at 1 April 2008 because the group has applied two new accounting policies retrospectively.

     The adoption of the amendment to IAS 1 (Revised) arising from the Annual Improvements to IFRSs 2007 has also resulted in a change in accounting policy applied to the classification of derivatives which have not been allocated to a specific hedge relationship. Where such derivatives have a maturity of and are expected to be held for more than twelve months after the reporting period, they are now presented as non current assets or liabilities. Prior period balance sheets have been reclassified to be on a consistent basis. The impact of these changes on the balance sheet line items is an increase in non current assets as at 31 March 2009 of £86m (31 March 2008: £6m) and a reduction in current assets as at 31 March 2009 of £86m (31 March 2008: £6m), and a reduction in current liabilities as at 31 March 2009 of £284m (31 March 2008: £209m) and an increase in non current liabilities of £284m (31 March 2008: £209m).

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IAS 23 (Revised) ‘Borrowing costs’

In respect of borrowing costs relating to qualifying assets for which the commencement date for capitalisation is on or after 1 April 2009, the group capitalises borrowing costs during the construction phase as part of the cost of that asset. Previously, the group immediately recognised all borrowing costs as an expense in the income statement. The change in accounting policy was due to the adoption of IAS 23 (Revised) ‘Borrowing Costs’. The change in accounting policy has had no material impact on earnings per share. In 2010, the group capitalised borrowing costs of £3m with respect to property, plant and equipment under construction (note 13) and software development costs (note 12).

Amendment to IFRS 7 ‘Financial Instruments: Disclosures’

The amendment to IFRS 7 expands the disclosures required in respect of fair value financial instruments measurements and liquidity risk. The group has elected not to provide comparative information for these expanded disclosures in 2010, as set out in note 32, in accordance with the transitional relief offered in the amendment.

IFRS 8 ‘Operating Segments’

IFRS 8 is a new disclosure standard which has not changed the group’s reportable segments but has introduced certain new disclosures as set out in note 1.

     As part of the Annual Improvements to IFRSs 2009 the IASB modified the requirement to disclose total assets for each reportable segment. This disclosure is now required only if a measure of total assets by segment is reported to the ‘chief operating decision maker’ (CODM). For BT, such a measure is not included in the information regularly provided to the CODM. The amendment to IFRS 8 is effective for accounting periods commencing on or after 1 January 2010. The amendment was endorsed by the EU on 23 March 2010 and the group has chosen to adopt it early for 2010.

The following new and revised standards and interpretations have also been adopted in these financial statements. Their adoption has not had any significant impact on the amounts reported.

4	IFRIC 12 ‘Service concession arrangements’;
4	IFRIC 13 ‘Customer loyalty programmes’;
4	IFRIC 16 ‘Hedges of a net investment in a foreign operation’; and
4	IFRIC 18 ‘Transfer of assets from customers’.

Accounting standards, interpretations and amendments to published standards not yet effective

Certain new standards, interpretations and amendments to existing standards have been published that are mandatory for the group’s accounting periods beginning on or after 1 April 2010 or later periods, which the group has not adopted early, with the exception of the amendment to IFRS 8 as described above. Those which are considered to be relevant to the group’s operations, but which are not currently expected to have a significant impact on the group’s financial statements, are as follows:

IFRS 3 (Revised) ‘Business Combinations’ (effective 1 April 2010)

IFRS 3 (Revised) revises certain aspects of accounting for business combinations. Revisions include the requirement to expense all transaction costs and the requirement for all payments to acquire a business to be recorded at fair value at the acquisition date, with future contingent consideration subsequently re-measured at fair value through the income statement. IFRS 3 (Revised) is applied prospectively to business combinations entered into on or after the effective date.

IAS 27 (Revised) ‘Consolidated and Separate Financial Statements’ (effective 1 April 2010)

IAS 27 (Revised), which is applied prospectively, requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no overall change in control. Such transactions will no longer result in goodwill or gains or losses being recorded. IAS 27 (Revised) also specifies that when control is lost, any remaining interest should be re-measured to fair value and a gain or loss recorded through the income statement.

IFRIC 17 ‘Distributions of Non-cash Assets to Owners’ (effective 1 April 2010)

IFRIC 17 provides guidance on how an entity should measure distributions other than cash when it pays dividends to its owners. The interpretation requires the dividend payable to be measured at the fair value of the assets to be distributed, and any difference between the fair value and the book value of the assets is recorded in the income statement.

Amendment to IAS 39 ‘Financial Instruments: Recognition and Measurement: Eligible Hedged items’ (effective 1 April 2010)

This clarifies two aspects of hedge accounting relating to hedging with options and the identification of inflation as a hedged risk.

Amendment to IAS 32 ‘Financial Instruments: Presentation-Classification of Rights Issues’ (effective 1 April 2010)

This requires an issue to all existing shareholders of rights to acquire additional shares to be recognised in equity, regardless of the currency in which the exercise price is denominated.

Annual Improvements to IFRSs 2009 (effective 1 April 2010)

These improvements relate to a number of standards including changes in presentation, recognition and measurement, terminology and editorial changes. It incorporates minor amendments to a number of standards in areas including operating segments, leases, intangible assets and financial instruments.

IAS 24 (Revised) ‘Related Party Disclosures’ (effective 1 April 2011)

The revised standard clarifies the definition of a related party and provides some exemptions for government-related entities.

Amendment to IFRIC 14 ‘Prepayments of a Minimum Funding Requirement’ (effective 1 April 2011)

This amendment permits a voluntary prepayment of a minimum funding requirement to be recognised as an asset.

IFRIC 19 ‘Extinguishing Financial Liabilities with Equity Instruments’ (effective 1 April 2011)

This interpretation, which is applied retrospectively, clarifies the accounting when an entity renegotiates the terms of its debt with the result that the liability is settled in part or in full by the debtor issuing its own equity instrument to the creditor.

IFRS 9 ‘Financial Instruments’ (effective 1 April 2013)

IFRS 9 is the first phase of the IASB’s three phase project to replace IAS 39 ‘Financial Instruments: Recognition and Measurement’. It is applicable to financial assets and requires classification and measurement in either the amortised cost or the fair value category. IFRS 9 is applied prospectively with transitional arrangements depending on the date of application.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     95

FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS

GROUP INCOME STATEMENT

			Before specific			Specific
			items			items		a	Total
Year ended 31 March 2010	Notes		£m			£m			£m
Revenue		1		20,911			(52	)		20,859
Other operating income		2		378			2			380
Operating costs		3		(18,689	)		(427	)		(19,116	)
Operating profit		1		2,600			(477	)		2,123
Finance expense		6		(3,113	)		–			(3,113	)
Finance income		6		1,944			11			1,955
Net finance expense				(1,169	)		11			(1,158	)
Share of post tax profit of associates and joint ventures		15		25			29			54
Loss on disposal of associate		15		–			(12	)		(12	)
Profit before taxation				1,456			(449	)		1,007
Taxation		8		(320	)		342			22
Profit for the year				1,136			(107	)		1,029
Attributable to:
Equity shareholders of the parent				1,135			(107	)		1,028
Minority interests		23		1			–			1
Earnings per share		9
Basic										13.3p
Diluted										12.9p

^a For a definition of specific items, see page 87. An analysis of specific items is provided in note 5.

			Before specific			Specific
			items		b	items		a	Total		b
Year ended 31 March 2009	Notes		£m			£m			£m
Revenue		1		21,390			–			21,390
Other operating income		2		352			(13	)		339
Operating costs		3		(21,033	)		(395	)		(21,428	)
Operating profit		1		709			(408	)		301
Finance expense		6		(3,272	)		–			(3,272	)
Finance income		6		2,652			–			2,652
Net finance expense				(620	)		–			(620	)
Share of post tax profit of associates and joint ventures		15		39			36			75
Profit (loss) before taxation				128			(372	)		(244	)
Taxation		8		10			43			53
Profit (loss) for the year				138			(329	)		(191	)
Attributable to:
Equity shareholders of the parent				136			(329	)		(193	)
Minority interests		23		2			–			2
Loss per share		9
Basic										(2.5)p
Diluted										(2.5)p

a	For a definition of specific items, see page 87. An analysis of specific items is provided in note 5.
b	Restated. See page 94.

96     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS

GROUP INCOME STATEMENT

			Before specific			Specific
			items		b	items		a	Total		b
Year ended 31 March 2008	Notes		£m			£m			£m
Revenue		1		20,704			–			20,704
Other operating income		2		359			(10	)		349
Operating costs		3		(18,168	)		(529	)		(18,697	)
Operating profit		1		2,895			(539	)		2,356
Finance expense		6		(2,891	)		–			(2,891	)
Finance income		6		2,513			–			2,513
Net finance expense				(378	)		–			(378	)
Share of post tax loss of associates and joint ventures				(11	)		–			(11	)
Profit on disposal of associate				–			9			9
Profit before taxation				2,506			(530	)		1,976
Taxation		8		(581	)		343			(238	)
Profit for the year				1,925			(187	)		1,738
Attributable to:
Equity shareholders of the parent				1,924			(187	)		1,737
Minority interests				1			–			1
Earnings per share		9
Basic										21.5p
Diluted										21.1p

a	For a definition of specific items, see page 87. An analysis of specific items is provided in note 5.
b	Restated. See page 94.

GROUP STATEMENT OF COMPREHENSIVE INCOME

			2010			2009		a	2008		a
Year ended 31 March	Notes		£m			£m			£m
Profit (loss) for the year				1,029			(191	)		1,738
Other comprehensive (loss) income
Actuarial (losses) gains relating to retirement benefit obligations		29		(4,324	)		(7,037	)		2,621
Exchange differences on translation of foreign operations		25		(119	)		692			213
Fair value movements on available-for-sale assets		25		7			5			–
Fair value movements on cash flow hedges:
– fair value (losses) gains		25		(1,067	)		2,719			446
– reclassified and reported in net profit (loss)		25		496			(2,144	)		(294	)
– reclassified and reported in non current assets		25		(4	)		(5	)		11
Tax on components of other comprehensive income		8		1,350			1,859			(832	)
Other comprehensive (loss) income for the year, net of tax				(3,661	)		(3,911	)		2,165
Total comprehensive (loss) income for the year				(2,632	)		(4,102	)		3,903
Attributable to:
Equity shareholders of the parent				(2,633	)		(4,113	)		3,899
Minority interests				1			11			4
				(2,632	)		(4,102	)		3,903

^a Restated. See page 94.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     97

FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS

GROUP STATEMENT OF CHANGES IN EQUITY

	Shareholders’ equity (deficit)
	Share			Share			Capital		Other			Retained						Minority			Total
	capital		a	premium		a	reserve		reserves		b	earnings			Total			interests		c	Equity
	£m			£m			£m		£m			£m			£m			£m			£m
At 1 April 2007		432			31			2		88			3,685			4,238			34			4,272
Change in accounting policy for adoption of the amendment to IFRS 2 (see page 94)		–			–			–		–			–			–			–			–
Total comprehensive incomed		–			–			–		344			3,555			3,899			4			3,903
Dividends to shareholders		–			–			–		–			(1,241	)		(1,241	)		–			(1,241	)
Share-based payments		–			–			–		–			55			55			–			55
Tax on share-based payments		–			–			–		–			(45	)		(45	)		–			(45	)
Issue of ordinary shares		1			31			–		–			–			32			–			32
Cancellation of shares		(13	)		–			13		570			(570	)		–			–			–
Net purchase of treasury shares		–			–			–		(1,529	)		–			(1,529	)		–			(1,529	)
Other movements in minority interests		–			–			–		–			–			–			(15	)		(15	)
At 1 April 2008		420			62			15		(527	)		5,439			5,409			23			5,432
Total comprehensive (loss) incomed		–			–			–		1,094			(5,207	)		(4,113	)		11			(4,102	)
Dividends to shareholders		–			–			–		–			(1,222	)		(1,222	)		–			(1,222	)
Share-based payments		–			–			–		–			143			143			–			143
Tax on share-based payments		–			–			–		–			(12	)		(12	)		–			(12	)
Issue of ordinary shares		–			–			–		797			(797	)		–			–			–
Cancellation of shares		(12	)		–			12		–			–			–			–			–
Net purchase of treasury shares		–			–			–		(63	)		–			(63	)		–			(63	)
Other movements in minority interests		–			–			–		–			–			–			(7	)		(7	)
At 1 April 2009		408			62			27		1,301			(1,656	)		142			27			169
Total comprehensive (loss) incomed		–			–			–		(548	)		(2,085	)		(2,633	)		1			(2,632	)
Dividends to shareholders		–			–			–		–			(263	)		(263	)		–			(263	)
Share-based payments		–			–			–		–			81			81			–			81
Tax on share-based payments		–			–			–		–			19			19			–			19
Net issuance of treasury shares		–			–			–		4			–			4			–			4
Other movements in minority interests		–			–			–		–			–			–			(4	)		(4	)
At 31 March 2010		408			62			27		757			(3,904	)		(2,650	)		24			(2,626	)

a	For details of share capital and share premium, see note 24.
b	For further analysis of Other reserves, see note 25.
c	For further analysis of minority interests, see note 23.
d	The group statement of comprehensive income is on page 97.

98     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS

GROUP CASH FLOW STATEMENT

			2010			2009		a	2008		a
Year ended 31 March	Note		£m			£m			£m
Cash flow from operating activities
Profit (loss) before taxationb				1,007			(244	)		1,976
Depreciation and amortisation				3,039			2,890			2,889
Loss on sale of associates and group undertakings				10			13			1
Net finance expense				1,158			620			378
Other non cash charges				77			596			60
Share of (profits) losses of associates and joint ventures				(54	)		(75	)		11
Decrease in inventories				14			11			23
Decrease (increase) in trade and other receivables				524			1,063			(498	)
(Decrease) increase in trade and other payables				(708	)		(379	)		451
(Decrease) increase in provisions and other liabilitiesd				(591	)		439			(104	)
Cash generated from operationsb				4,476			4,934			5,187
Income taxes paid				(76	)		(232	)		(222	)
Income tax repayment for prior years				425			4			521
Net cash inflow from operating activities				4,825			4,706			5,486
Cash flow from investing activities
Interest received				16			19			111
Dividends received from associates and joint ventures				3			6			2
Proceeds on disposal of property, plant and equipment				29			44			62
Proceeds on disposal of businesses				2			–			–
Proceeds on disposal of associates and joint ventures				–			–			13
Proceeds on disposal of non current financial assets				–			–			1
Proceeds on disposal of current financial assetsc				8,739			6,316			4,779
Acquisition of subsidiaries, net of cash acquired				(70	)		(227	)		(377	)
Purchases of property, plant and equipment and software				(2,509	)		(3,082	)		(3,315	)
Purchases of non current financial assets				–			–			(2	)
Purchases of current financial assetsc				(8,985	)		(6,030	)		(4,938	)
Net cash outflow from investing activities				(2,775	)		(2,954	)		(3,664	)
Cash flow from financing activities
Equity dividends paid				(265	)		(1,221	)		(1,236	)
Dividends paid to minority interests				–			(1	)		–
Interest paid				(956	)		(956	)		(842	)
Repayment of borrowings				(307	)		(863	)		(913	)
Repayment of finance lease liabilities				(24	)		(16	)		(284	)
Net proceeds (repayment) of issued commercial paper				(697	)		606			(681	)
New bank loans raised				522			795			3,939
Proceeds from finance leases				9			–			–
Repurchase of ordinary shares				–			(334	)		(1,498	)
Proceeds on issue of treasury shares				4			125			85
Net cash used in financing activities				(1,714	)		(1,865	)		(1,430	)
Effect of exchange rate changes on cash and cash equivalents				(7	)		54			25
Net increase (decrease) in cash and cash equivalents				329			(59	)		417
Cash and cash equivalents at the start of the year				1,115			1,174			757
Cash and cash equivalents at the end of the year		10		1,444			1,115			1,174

a	Restated. See page 94.
b	The reconciliation from the loss before taxation of £244m for 2009 to the cash generated from operations of £4,934m for 2009 includes BT Global Services contract and financial review charges of £1,639m, which were non cash charges.
c	Primarily consists of investment in and redemption of amounts held in liquidity funds.
d	Includes pension deficit payment of £525m (2009: £nil, 2008: £320m).

BT GROUP PLC ANNUAL REPORT & FORM 20-F     99

FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS

GROUP BALANCE SHEET

			2010			2009		a	2008		a
At 31 March	Notes		£m			£m			£m
Non current assets
Intangible assets		12		3,672			3,788			3,355
Property, plant and equipment		13		14,856			15,405			15,307
Derivative financial instruments		19		1,076			2,542			316
Investments		14		64			55			31
Retirement benefit asset		29		–			–			2,887
Associates and joint ventures		15		195			132			85
Trade and other receivables		17		336			322			854
Deferred tax assets		22		2,196			1,103			–
				22,395			23,347			22,835
Current assets
Inventories		16		107			121			122
Trade and other receivables		17		3,696			4,185			4,449
Derivative financial instruments		19		624			158			71
Investments		14		406			163			440
Cash and cash equivalents		10		1,452			1,300			1,435
				6,285			5,927			6,517
Current liabilities
Loans and other borrowings		18		3,269			1,542			1,524
Derivative financial instruments		19		166			56			58
Trade and other payables		20		6,531			7,215			7,591
Current tax liabilities				320			1			241
Provisions		21		134			254			81
				10,420			9,068			9,495
Total assets less current liabilities				18,260			20,206			19,857
Non current liabilities
Loans and other borrowings		18		9,522			12,365			9,818
Derivative financial instruments		19		533			711			1,014
Retirement benefit obligations		29		7,864			3,973			108
Other payables		20		804			794			707
Deferred tax liabilities		22		1,456			1,728			2,513
Provisions		21		707			466			265
				20,886			20,037			14,425
Equity
Ordinary shares		24		408			408			420
Share premium		24		62			62			62
Capital redemption reserve				27			27			15
Other reserves		25		757			1,301			(527	)
Retained (loss) earnings				(3,904	)		(1,656	)		5,439
Total parent shareholders’ (deficit) equity				(2,650	)		142			5,409
Minority interests		23		24			27			23
Total (deficit) equityb				(2,626	)		169			5,432
				18,260			20,206			19,857

a	Restated. See page 94.
b	The Group statement of changes in equity is on page 98.

The consolidated financial statements on pages 87 to 144 and 149 were approved by the Board of Directors on 12 May 2010 and were signed on its behalf by

Sir Michael Rake
Chairman

Ian Livingston
Chief Executive

Tony Chanmugam
Group Finance Director

100     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Segment information

The group has implemented IFRS 8 ‘Operating segments’ with effect from 1 April 2009. IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the group which are regularly reviewed by the ‘chief operating decision maker’ in order to allocate resources to the segments and to assess their performance. As a result of the adoption of IFRS 8, the group’s reportable segments have not changed. The group’s operating segments are reported based on financial information provided to the Operating Committee, as detailed on page 61, which is the key management committee and represents the ‘chief operating decision maker’. The Operating Committee is chaired by the Group Chief Executive and the other members are the Group Finance Director and the Chief Executives of BT Retail, BT Wholesale, BT Global Services, BT Innovate & Design and BT Operate. The Chief Executive of Openreach also normally attends all meetings.

     The group’s organisational structure reflects the different customer groups to which it provides communications products and services via its four customer-facing lines of business, supported by two internal functional units. The four customer-facing lines of business are the group’s reportable segments and generate substantially all the group’s revenue. Their operations are summarised as follows:     BT Global Services serves multinational corporations, domestic businesses, government departments and other communications providers across the world, providing networked IT services.     BT Retail serves consumer customers and small and medium enterprises (SMEs) in the UK, providing a range of innovative communications products and services. BT Retail also includes BT Ireland, which operates across the major corporate, SME, consumer and wholesale markets throughout the Republic of Ireland and Northern Ireland, and BT Enterprises, which comprises a number of individual businesses including BT Conferencing, BT Directories, BT Expedite, BT Redcare and BT Payphones.     BT Wholesale provides services to UK communications providers through a diverse portfolio ranging from nationally available broadband, voice and data connectivity services and interconnect to bespoke, fully managed network outsourcing and value-added solutions.

     Openreach is responsible for the crucial ‘first mile’ connecting communications providers’ customers to their local telephone exchange, giving them equal, open and economic access to the UK network. Openreach products are sold on an equivalent basis to BT lines of business and other communications providers at the same arm’s length prices, with the BT lines of business being treated no differently than any other customer with regard to terms and conditions or access to systems and data.

     BT Innovate & Design and BT Operate are internal service units which support the four customer-facing lines of business. BT Innovate & Design is responsible for the design and build of the platforms, systems and processes which support the provision of the group’s products and services, and BT Operate is responsible for their operation. BT Innovate & Design and BT Operate operate on a full cost recovery basis. The costs incurred by BT Innovate & Design and BT Operate are allocated to the customer-facing lines of business in line with the services they provide. The depreciation and amortisation incurred by BT Operate in relation to the networks and systems they manage and operate on behalf of the customer-facing lines of business are allocated to the lines of business based on their respective utilisation. Capital expenditure incurred by BT Innovate & Design for specific projects undertaken on behalf of the customer-facing lines of business is allocated based on the value of the directly attributable expenditure incurred. Where projects are not directly attributable to a particular line of business, capital expenditure is allocated based on the proportion of estimated future economic benefits. Capital expenditure incurred by BT Operate is allocated to the customer-facing lines of business in line with the proportion of operating cost recoveries. BT Innovate & Design and BT Operate and the group’s centralised functions are not reportable segments as they do not meet the quantitative thresholds as set out in IFRS 8 for any of the years presented.

     Intra group revenue generated from the sale of regulated products and services is based on market price. Intra group revenue from the sale of other products and services is agreed between the relevant lines of business and thus line of business profitability can be impacted by transfer pricing levels.

     In addition to the four customer-facing lines of business, the remaining operations of the group are aggregated and included within the ‘Other’ category to reconcile to the consolidated results of the group. The ‘Other’ category includes costs associated with the group’s centralised functions including procurement and supply chain, fleet and property management. Provisions for the settlement of significant legal, commercial and regulatory disputes, which are negotiated at a group level, are initially recorded in the ‘Other’ segment. On resolution of the dispute, the full impact is recognised in the relevant lines of business results, offset in the group results by the utilisation of the provision previously charged to the ‘Other’ segment. Settlements which are particularly significant or cover more than one financial year may fall within the definition of specific items as detailed on page 87.

     Information regarding the results of each reportable segment is provided below. Performance is measured based on EBITDA before specific items and contract and financial review charges recognised in BT Global Services in 2009 (defined as ‘adjusted EBITDA’), as included in the internal financial reports reviewed by the Operating Committee. EBITDA is defined as the operating profit or loss before depreciation, amortisation, net finance expense and taxation. Adjusted EBITDA is considered to be a useful measure of the operating performance of the lines of business because it reflects the underlying cash by eliminating depreciation and amortisation and also provides a meaningful analysis of trading performance by excluding specific items which are significant, one-off or unusual in nature and have little predictive value. Specific items are detailed in note 5 and are not allocated to the reportable segments as this reflects how they are reported to the Operating Committee. Finance expense and income is not allocated to the reportable segments as this activity is managed by the treasury function which manages the overall net debt position of the group.

Restatements

Comparatives have been restated for the adoption of the amendment to IFRS 2, which has been dealt with in the ‘Other’ category and detailed on page 94. Comparatives have also been restated for the impact of customer account moves between BT Global Services and BT Retail and other internal trading model changes effective from 1 April 2009 and has had no impact on the total results of the group.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     101

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Segment information continued

Segment revenue and profit

	BT Global
	Services			BT Retail			BT Wholesale			Openreach			Other			Total
Year ended 31 March 2010	£m			£m			£m			£m			£m			£m
Total segment revenue		8,513			8,297			4,450			5,164			40			26,464
Internal revenue		–			(373	)		(1,227	)		(3,953	)		–			(5,553	)
Revenue from external customers		8,513			7,924			3,223			1,211			40			20,911
Adjusted EBITDAb		457			1,850			1,279			1,960			93			5,639
Depreciation and amortisation		(815	)		(459	)		(680	)		(856	)		(229	)		(3,039	)
Adjusted operating profit (loss)b		(358	)		1,391			599			1,104			(136	)		2,600
Specific items (note 5)		–			–			–			–			(477	)		(477	)
Operating (loss) profit		(358	)		1,391			599			1,104			(613	)		2,123
Share of post tax profits of associates and joint ventures																	54
Loss on disposal of associate																	(12	)
Net finance expense																	(1,158	)
Profit before tax																	1,007

	BT Global
	Services			BT Retail			BT Wholesale			Openreach			Other			Total
Year ended 31 March 2009a	£m			£m			£m			£m			£m			£m
Total segment revenue		8,628			8,663			4,658			5,231			40			27,220
Internal revenue		–			(343	)		(1,228	)		(4,218	)		–			(5,789	)
Adjusted revenue from external customersb		8,628			8,320			3,430			1,013			40			21,431
Contract and financial review charges		(41	)		–			–			–			–			(41	)
Revenue from external customers		8,587			8,320			3,430			1,013			40			21,390
Adjusted EBITDAb		261			1,664			1,277			1,996			40			5,238
Depreciation and amortisation		(776	)		(426	)		(686	)		(778	)		(224	)		(2,890	)
Adjusted operating profit (loss)b		(515	)		1,238			591			1,218			(184	)		2,348
Specific items (note 5)		–			–			–			–			(408	)		(408	)
Contract and financial review charges		(1,639	)		–			–			–			–			(1,639	)
Operating (loss) profit		(2,154	)		1,238			591			1,218			(592	)		301
Share of post tax profits of associates and joint ventures																	75
Net finance expense																	(620	)
Loss before tax																	(244	)

^a Restated. See pages 94 and 101.

	BT Global
	Services			BT Retail			BT Wholesale			Openreach			Other			Total
Year ended 31 March 2008a	£m			£m			£m			£m			£m			£m
Total segment revenue		7,664			8,682			4,959			5,266			28			26,599
Internal revenue		–			(265	)		(1,252	)		(4,378	)		–			(5,895	)
Revenue from external customers		7,664			8,417			3,707			888			28			20,704
Adjusted EBITDAb		808			1,529			1,406			1,911			130			5,784
Depreciation and amortisation		(744	)		(445	)		(893	)		(689	)		(118	)		(2,889	)
Adjusted operating profitb		64			1,084			513			1,222			12			2,895
Specific items (note 5)		–			–			–			–			(539	)		(539	)
Operating profit (loss)		64			1,084			513			1,222			(527	)		2,356
Share of post tax losses of associates and joint ventures																	(11	)
Profit on disposal of associate																	9
Net finance expense																	(378	)
Profit before tax																	1,976

a	Restated. See pages 94 and 101.
b	Adjusted revenue, adjusted EBITDA and adjusted operating profit (loss) are stated before specific items and BT Global Services contract and financial review charges in 2009 and are non-GAAP measures provided in addition to the disclosure requirements defined under IFRS. The rationale for using non-GAAP measures is explained on pages 54 to 56.

102     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Segment information continued

Capital expenditure

	BT Global
	Services		BT Retail		BT Wholesale		Openreach			Other			Total
Year ended 31 March 2010	£m		£m		£m		£m			£m			£m
Property, plant and equipment		395		333		230		816			130			1,904
Intangible assets		204		84		95		91			155			629
Capital expenditure		599		417		325		907			285			2,533
	BT Global
	Services		BT Retail		BT Wholesale		Openreach			Other			Total
Year ended 31 March 2009	£m		£m		£m		£m			£m			£m
Property, plant and equipment		576		386		310		823			154			2,249
Intangible assets		310		85		125		128			191			839
Capital expenditure		886		471		435		951			345			3,088
Revenue by products and services
							2010			2009			2008
Year ended 31 March							£m			£m			£m
Managed solutions								6,581			6,390			5,293
Broadband and convergence								2,678			2,617			2,549
Calls and lines								6,293			6,862			7,405
Transit, conveyance, interconnect services, WLR, global carrier and other wholesale products								2,957			3,244			3,327
Other products and services								2,402			2,318			2,130
Total adjusted revenue								20,911			21,431			20,704
Specific items								(52	)		–			–
Contract and financial review charges								–			(41	)		–
Total revenue								20,859			21,390			20,704
Geographic information
The UK is the group’s country of domicile and generates the majority of its revenue from external customers in the UK. The geographic analysis of revenue is on the basis of the country of origin in which the customer is invoiced.
Revenue from external customers
							2010			2009			2008
Year ended 31 March							£m			£m			£m
UK								16,064			16,736			17,186
Europe, Middle East and Africa, excluding the UK								3,250			3,247			2,510
Americas								1,235			1,119			847
Asia Pacific								310			288			161
Total revenue								20,859			21,390			20,704
Non current assets
										2010			2009
At 31 March										£m			£m
UK											15,583			16,110
Europe, Middle East and Africa, excluding the UK											2,761			3,046
Americas											653			421
Asia Pacific											62			70
Total											19,059			19,647

Non current assets other than derivative financial instruments and investments and deferred tax assets are based on the location of the assets.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     103

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. Other operating income

	2010		2009			2008
Year ended 31 March	£m		£m			£m
Profits on disposal of property, plant and equipment		75		52			50
Income from repayment works		74		72			74
Other operating income		229		228			235
Other operating income before specific items		378		352			359
Specific items (note 5)		2		(13	)		(10	)
Other operating income		380		339			349

3. Operating costs

			2010			2009		a	2008		a
Year ended 31 March	Notes		£m			£m			£m
Costs by nature
Staff costs:
Wages and salaries				4,182			4,499			4,242
Social security costs				447			432			417
Pension costs		29		304			544			626
Share-based payment expense		30		71			141			73
Total staff costs				5,004			5,616			5,358
Own work capitalised				(575	)		(673	)		(724	)
Net staff costs				4,429			4,943			4,634
Depreciation of property, plant and equipment:
Owned assets		13		2,260			2,200			2,324
Held under finance leases		13		44			49			86
Amortisation of intangible assets		12		735			641			479
Payments to telecommunications operators				4,083			4,266			4,237
Other operating costsb				7,138			8,934			6,408
Total operating costs before specific items				18,689			21,033			18,168
Specific items		5		427			395			529
Total operating costs				19,116			21,428			18,697
Operating costs before specific items include the following:
Contract and financial review chargese				–			1,598			–
Leaver costsc				142			204			127
Research and development expenditured				1,177			1,021			857
Rental costs relating to operating leases				451			426			423
Foreign currency losses				7			30			8

a	Restated for the adoption of the amendment to IFRS 2. See page 94.
b	Other operating costs also include a net charge of £1m (2009: £8m credit, 2008: £nil) relating to fair value movements on derivatives recycled from the cash flow reserve.
c	Leaver costs exclude leaver costs associated with the restructuring of BT Global Services during 2010 and 2009 and manager leaver costs associated with the group’s transformation and reorganisation activities during 2009 and 2008. These costs have been recorded as a specific item. Other leaver costs are included within wages and salaries and social security costs.
d	Research and development expenditure includes amortisation of £733m (2009: £431m, 2008: £325m) in respect of internally developed computer software.
e	In 2009, the group recognised contract and financial review charges of £1,639m, of which £1,598m was recognised within other operating costs and £41m was recognised as a reduction to revenue. The total charge of £1,639m was allocated against the following assets and liabilities: intangible assets £241m; non current trade and other receivables £913m; prepayments £52m; accrued income £41m; provisions £256m; £136m was allocated against a number of other balance sheet categories and the individual amounts were insignificant.

104     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4. Employees

	2010				2009				2008
	Year end		Average		Year end		Average		Year end		Average
	000		000		000		000		000		000
Number of employees in the groupa:
UK		79.8		82.9		86.5		89.5		91.3		93.0
Non UK		18.0		18.8		20.5		21.1		20.6		15.5
Total employees		97.8		101.7		107.0		110.6		111.9		108.5

	2010				2009				b	2008				b
	Year end		Average		Year end		Average			Year end		Average
	000		000		000		000			000		000
Number of employees in the groupa:
BT Global Services		24.3		26.1		28.2		28.4			29.7		26.8
BT Retail		19.4		20.2		21.2		21.9			21.9		21.5
BT Wholesale		2.4		2.4		2.4		2.5			2.8		3.1
Openreach		30.8		31.4		32.3		33.1			33.6		33.8
Other		20.9		21.6		22.9		24.7			23.9		23.3
Total employees		97.8		101.7		107.0		110.6			111.9		108.5

a	The numbers disclosed include both full and part-time employees.
b	Restated for the impact of customer account moves and other internal trading model changes. See page 101.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     105

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5. Specific items

The group separately identifies and discloses significant one off or unusual items (termed ‘specific items’). This is consistent with the way that financial performance is measured by management and reported to the Board and the Operating Committee and it assists in providing a meaningful analysis of the trading results of the group. A definition of specific items is provided on page 87.

	2010			2009			2008
Year ended 31 March	£m			£m			£m
Revenue
Regulatory settlementa		52			–			–
Other operating income
(Profit) loss on disposal of a businessb		(2	)		13			10
Operating costs
BT Global Services restructuring charges:
– Networks, products and procurement channels rationalisationc		142			183			–
– People and propertyc		132			51			–
– Intangible asset impairments and other chargesc		27			46			–
		301			280			–
Property rationalisation costsd		121			–			–
Costs associated with settlement of open tax yearse		5			–			–
Restructuring costs – group transformation and reorganisation activitiesf		–			65			402
21CN asset impairment and related chargesg		–			50			–
Creation of Openreach and delivery of the Undertakingsh		–			–			53
Write off of circuit inventory and other working capital balancesi		–			–			74
		427			395			529
Finance income
Interest on settlement of open tax yearse		(11	)		–			–
Share of results of associates and joint ventures
Impact of renegotiated supply contracts on associatej		(29	)		–			–
Reassessment of carrying value of associatek		–			(36	)		–
Loss (profit) on disposal of associates and joint venturesl		12			–			(9	)
		(17	)		(36	)		(9	)
Net specific items charge before tax		449			372			530
Tax credit in respect of settlement of open tax yearse		(230	)		–			(40	)
Tax credit on re-measurement of deferred taxm		–			–			(154	)
Tax credit on specific items above		(112	)		(43	)		(149	)
Net specific items charge after tax		107			329			187

a	In 2010 a charge of £52m was recognised reflecting an Ofcom determination in relation to 2Mb/s partial private circuits.
b	In 2010 a profit of £2m arose on disposal of a business. In 2009 and 2008 respectively, a £13m and £10m loss on disposal arose from exiting businesses.
c	In 2010 and 2009 respectively, the group recognised BT Global Services restructuring charges of £301m and £280m. The main components of the charges are set out below:
	– Networks, products and procurement channels rationalisation charges of £142m (2009: £183m and 2008: £nil). In 2010 this included a payment of £127m made to Tech Mahindra for the renegotiation of certain supply contracts as part of the rationalisation of procurement channels.
	– People and property charges of £132m (2009: £51m and 2008: £nil) principally comprising leaver costs and property exit costs.
	– Intangible asset impairments and other charges of £27m (2009: £46m and 2008: £nil) reflecting the costs associated with rationalising the services that are offered to customers and the brands under which customers are served.
d	In 2010 £121m (2009 and 2008: £nil) of property rationalisation charges were recognised in relation to the rationalisation of the group’s UK property portfolio. The charge recognised relates to properties which have been vacated and as a result of which, the associated leases have become onerous. This programme is expected to continue over the next two years. Including the charge recognised in 2010, the total cost of the rationalisation programme is expected to be around £300m.
e	In 2010 the group agreed substantially all outstanding tax matters with HMRC relating to the 2006, 2007 and 2008 tax years. Specific items include a tax credit of £230m, associated interest of £11m and costs of £5m in connection with reaching the agreement. In 2008 the group agreed an outstanding tax matter relating to a business disposed of in 2001, the impact of which was a tax credit of £40m.
f	In 2009 and 2008 respectively, the group incurred costs of £65m and £402m in respect of the group’s transformation and reorganisation activities. The costs mainly comprised leaver costs, property exit and transformation programme costs.
g	In 2009 a £50m charge was recognised comprising £31m of asset impairments and £19m of associated costs, following the group’s review of its 21CN programme and associated voice strategy in the light of the move to a customer-led roll out strategy and focus on next generation voice service developments of fibre-based products.
h	In 2008 a charge of £53m was recognised in relation to further estimated costs to create Openreach and deliver the Undertakings agreed with Ofcom.
i	In 2008 a charge of £74m was recognised as a result of the completion of a review of circuit inventory and other working capital balances.
j	In 2010 the group recognised a specific item credit of £29m in connection with the £127m payment to its associate Tech Mahindra, as described above.
k	In 2009 a credit of £36m was recognised in respect of a reassessment of the value of the group’s share of the net assets of an associate.
l	In 2010 a £12m loss on disposal of an indirect interest in Tech Mahindra was recognised. In 2008, a £9m profit on the sale of an associate was recognised.
m	In 2008 a tax credit of £154m was recognised for the re-measurement of deferred tax balances as a result of the change in the UK statutory corporation tax rate from 30% to 28% effective in 2009.

106     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6. Finance expense and finance income

	2010			2009		2008
Year ended 31 March	£m			£m		£m
Finance expense
Interest on listed bonds, debentures and notesa,b		806			777		629
Interest on finance leasesa		18			25		31
Interest on other borrowingsa		58			130		159
Unwinding of discount on provisionsa		4			3		3
Fair value loss on derivatives not in a designated hedge relationshipe		19			29		41
Interest on pension scheme liabilities		2,211			2,308		2,028
Finance expensec,d		3,116			3,272		2,891
Less: amounts included in the cost of qualifying assetsf		(3	)		–		–
Total finance expense		3,113			3,272		2,891

a	Calculated using the effective interest rate method unless otherwise stated below.
b	Includes a net charge of £44m (2009: £25m, 2008: £77m) relating to fair value movements on derivatives recycled from the cash flow reserve.
c	Includes a net credit of £29m (2009: net charge of £39m, 2008: net credit of £6m) relating to fair value movements arising on hedged items and net charge of £29m (2009: net credit of £39m, 2008: net charge of £6m) relating to fair value movements arising on derivatives designated as fair value hedges.
d	Includes a net credit of £451m (2009: net charge of £2,161m, 2008: net charge of £373m) relating to foreign exchange movements on loans and borrowings and a net charge of £451m (2009: net credit of £2,161m, 2008: net credit of £373m) relating to fair value movements on derivatives recycled from the cash flow reserve. The items generating this foreign exchange are in designated hedge relationships.
e	Includes a loss of £nil (2009: £nil, 2008: £2m) recycled from the cash flow reserve arising on de-designation of derivatives from a hedge relationship and includes a charge of £9m arising from the negotiation of swap break dates on certain derivatives.
f	The weighted average capitalisation rate on general borrowings was 7.9% in 2010.

	2010		2009		2008
Year ended 31 March	£m		£m		£m
Finance income
Other interest and similar income
Interest on available-for-sale investments		5		14		25
Interest on loans and receivables		7		17		40
Other interest and similar incomea		11		–		–
Expected return on pension scheme assets		1,932		2,621		2,448
Total finance income		1,955		2,652		2,513

^a 2010 includes £11m relating to interest on settlement of tax matters disclosed as a specific item (see note 5).

	2010			2009			2008
Year ended 31 March	£m			£m			£m
Net finance expense before specific items and pensions		890			933			798
Net interest expense (income) on pensions		279			(313	)		(420	)
Net finance expense before specific items		1,169			620			378
Specific items		(11	)		–			–
Net finance expense		1,158			620			378

7. Dividends

	2010				2009				2008
	pence				pence				pence
Year ended 31 March	per share		£m		per share		£m		per share		£m
Final dividend paid in respect of the prior year		1.10		85		10.40		804		10.00		810
Interim dividend paid in respect of the current year		2.30		178		5.40		418		5.40		431
		3.40		263		15.80		1,222		15.40		1,241

The Board recommends that a final dividend in respect of the year ended 31 March 2010 of 4.6p per share will be paid to shareholders on 6 September 2010, taking the full year proposed dividend in respect of the 2010 financial year to 6.9p (2009: 6.5p, 2008: 15.8p) which amounts to approximately £534m (2009: £503m, 2008: £1,236m). This dividend is subject to approval by shareholders at the Annual General Meeting and therefore the liability of approximately £356m (2009: £85m) has not been included in these financial statements. The proposed dividend will be payable to all shareholders on the Register of Members on 13 August 2010.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     107

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

8. Taxation

Analysis of taxation (credit) expense for the year

	2010			2009			2008
Year ended 31 March	£m			£m			£m
United Kingdom
Corporation tax at 28% (2009: 28%, 2008: 30%)		161			–			214
Adjustments in respect of prior periods		(204	)		(50	)		18
Non UK taxation
Current		31			48			42
Adjustments in respect of prior periods		–			(10	)		(88	)
Total current tax (credit) expense		(12	)		(12	)		186
Deferred tax
Origination and reversal of temporary differences		53			(77	)		78
Adjustments in respect of prior periods		(63	)		36			(26	)
Total deferred tax (credit) expense		(10	)		(41	)		52
Total taxation (credit) expense		(22	)		(53	)		238

Factors affecting taxation (credit) expense

The taxation (credit) expense on the profit (loss) for the year differs from the amount computed by applying the corporation tax rate to the profit (loss) before taxation as a result of the following factors:

	2010						2009					a	2008					a
Year ended 31 March	£m			%			£m			%			£m			%
Profit (loss) before taxation		1,007						(244	)					1,976
Notional taxation expense (credit) at UK rate of 28% (2009: 28%, 2008: 30%)		282			28.0			(68	)		28.0			592			30.0
Effects of:
Non deductible depreciation and amortisation		18			1.7			27			(11.0	)		23			1.1
Non deductible (taxable) non UK losses (profits)		26			2.6			(24	)		9.8			(7	)		(0.3	)
Overseas losses utilised		(35	)		(3.4	)		–			–			–			–
Higher (lower) taxes on non UK profits		1			0.1			(9	)		3.7			7			0.3
Higher (lower) taxes on gain on disposal of non current investments and group undertakings		–			–			4			(1.6	)		–			–
Other deferred tax assets not recognised		17			1.6			5			(2.0	)		(13	)		(0.6	)
Associates and joint ventures		(11	)		(1.1	)		(21	)		8.6			(2	)		(0.1	)
Adjustments in respect of prior periods		(37	)		(3.7	)		(24	)		9.8			(56	)		(2.8	)
Tax credit settlement of open tax years		(230	)		(22.9	)		–			–			(40	)		(2.0	)
Re-measurements of deferred tax balances at 28%		–			–			–			–			(154	)		(7.8	)
Adoption of the amendment to IFRS 2		–			–			30			(12.3	)		–			–
Other		(53	)		(5.1	)		27			(11.1	)		(112	)		(5.8	)
Total taxation (credit) expense and effective tax rate		(22	)		(2.2	)		(53	)		21.9			238			12.0
Specific items		342						43						343
Total taxation (credit) expense before specific items and effective rate on profit before specific items		320			22.0			(10	)		(7.8	)		581			23.2

^a Restated. See page 94.

108     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

8. Taxation continued

Tax components of other comprehensive income

The tax credit (expense) relating to components of other comprehensive income is as follows:

	2010									2009									2008
				Tax									Tax									Tax
	Before			credit			After			Before			credit			After			Before			credit			After
Year ended 31 March	tax			(expense)			tax			tax			(expense)			tax			tax			(expense)			tax
	£m			£m			£m			£m			£m			£m			£m			£m			£m
Actuarial (losses) gains relating to retirement benefit obligations		(4,324	)		1,211			(3,113	)		(7,037	)		1,959			(5,078	)		2,621			(804	)		1,817
Exchange differences on translation of foreign operations		(119	)		(20	)		(139	)		692			64			756			213			1			214
Fair value movements on available-for-sale assets		7			–			7			5			–			5			–			–			–
Fair value movements on cash flow hedges
– fair value gains (losses)		(1,067	)		297			(770	)		2,719			(766	)		1,953			446			(108	)		338
– reclassified and reported in net (loss) profit		496			(139	)		357			(2,144	)		600			(1,544	)		(294	)		82			(212	)
– reclassified and reported in non current assets		(4	)		1			(3	)		(5	)		2			(3	)		11			(3	)		8
		(5,011	)		1,350			(3,661	)		(5,770	)		1,859			(3,911	)		2,997			(832	)		2,165
Current tax (expense) credit					(2	)								–									2
Deferred tax credit (expense)					1,352									1,859									(834	)
					1,350									1,859									(832	)

Tax on items recognised directly in equity

	2010		2009			2008
Year ended 31 March	£m		£m			£m
Current tax credit relating to share-based payments		–		–			17
Deferred tax credit (expense) relating to share-based payments		19		(12	)		(62	)
Total taxation credit (expense) on items recognised directly in equity		19		(12	)		(45	)

9. Earnings (loss) per share

Basic earnings (loss) per share is calculated by dividing the profit or loss attributable to equity shareholders by the weighted average number of shares in issue after deducting the group’s shares held by employee share ownership trusts and treasury shares.

     In calculating the diluted earnings (loss) per share, share options outstanding and other potential ordinary shares have been taken into account where the impact of these is dilutive. Options over 138m shares (2009: 158m shares, 2008: 58m shares) were excluded from the calculation of the total diluted number of shares as the impact of these is antidilutive.

     The weighted average number of shares in the years was:

	2010		2009		a	2008		a
	millions of		millions of			millions of
Year ended 31 March	shares		shares			shares
Basic		7,740		7,724			8,066
Dilutive ordinary shares from share options		174		5			106
Dilutive ordinary shares held in trust		74		42			51
Diluted		7,988		7,771			8,223
Profit (loss) attributable to equity shareholders of the parent (£m)		1,028		(193	)		1,737
Basic earnings (loss) per share (p)		13.3p		(2.5)p			21.5p
Diluted earnings (loss) per share (p)		12.9p		(2.5)p			21.1p

^a Restated. See page 94.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     109

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

9. Earnings (loss) per share continued

Adjusted basic and diluted earnings (loss) per share, and the per share impact of the adjustments, is as follows:

	2010				2009					a	2008					a
	pence				pence						pence
Year ended 31 March	per share		£m		per share			£m			per share			£m
Basic earnings (loss) per share/profit (loss)b		13.3		1,028		(2.5	)		(193	)		21.5			1,737
Net specific items charge after tax		1.4		107		4.3			329			2.4			187
Net pension interest expense (income) after tax		2.6		201		(3.0	)		(225	)		(3.7	)		(294	)
BT Global Services contract and financial review charges after tax		–		–		15.3			1,178			–			–
Adjusted basic earnings (loss)per share/profit (loss) attributable to adjustmentsb		4.0		308		16.6			1,282			(1.3	)		(107	)
Adjusted basic earnings per share/profitb		17.3		1,336		14.1			1,089			20.2			1,630
Diluted earnings (loss) per share/profit (loss)b		12.9		1,028		(2.5	)		(193	)		21.1			1,737
Adjusted diluted earnings (loss) per share/profit (loss)attributable to adjustmentsb		3.9		308		16.5			1,282			(1.3	)		(107	)
Adjusted diluted earnings per share/profitb		16.8		1,336		14.0			1,089			19.8			1,630

a	Restated. See page 94.
b	The stated profit (loss) amounts are the component of the total profit (loss) which is attributable to equity shareholders excluding minority interests.

10. Cash and cash equivalents

	2010			2009
At 31 March	£m			£m
Cash at bank and in hand		197			562
Cash equivalents
Available-for-sale
Listed		–			7
Loans and receivables
UK deposits		1,211			711
European deposits		7			5
US deposits		37			15
Total cash equivalents		1,255			738
Total cash and cash equivalents		1,452			1,300
Bank overdrafts		(8	)		(185	)
Cash and cash equivalents per the cash flow statement		1,444			1,115

The group has cross undertaking guarantee facilities across certain bank accounts which allow a legally enforceable right of set off of the relevant cash and overdraft balances on bank accounts included within each scheme. Included within overdrafts at 31 March 2010 were balances of £nil (2009: £160m) which had a legally enforceable right of set off against cash balances of £nil (2009: £96m).

     The group’s cash at bank included restricted cash of £54m (2009: £52m), of which £29m (2009: £27m) were held in countries in which prior approval is required to transfer funds abroad. Such liquid funds are at the group’s disposition within a reasonable period of time if it complies with these requirements. The remaining balance of £25m (2009: £25m) were held in escrow accounts.

110     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

10. Cash and cash equivalents continued

The credit rating of counterparties with which cash equivalents were held is detailed in the table below.

	2010		2009
At 31 March	£m		£m
Moody’s/S&P credit ratinga
Aaa/AAA		100		90
Aa2/AA		609		124
Aa3/AA–		202		271
A1/A+		341		251
A2/A		3		2
Total cash equivalents		1,255		738

^a Cash equivalent balances with counterparties have been classified at the lower of their Moody’s and S&P rating.

Cash and cash equivalents are primarily fixed rate financial assets held for periods ranging from one day to three months.

11. Net debt

Net debt consists of loans and other borrowings less current asset investments and cash and cash equivalents. Loans and other borrowings are measured at the net proceeds raised, adjusted to amortise any discount over the term of the debt. For the purpose of this analysis, current asset investments and cash and cash equivalents are measured at the lower of cost and net realisable value. Currency denominated balances within net debt are translated to Sterling at swapped rates where hedged.

     This definition of net debt measures balances at the expected value of future undiscounted cash flows due to arise on maturity of financial instruments and removes the adjustments made for the re-measurement of hedged risks under fair value hedges and accrued interest applied to reflect the effective interest method as required by IAS 39. In addition, the gross balances are adjusted to take account of netting arrangements amounting to £nil (2009: £160m). Net debt is a non-GAAP measure since it is not defined in accordance with IFRS, but it is a key indicator used by management in order to assess operational performance and balance sheet strength.

	2010			2009
Analysis of net debt	£m			£m
Loans and other borrowings (current and non current)		12,791			13,907
Less:
Cash and cash equivalents		(1,452	)		(1,300	)
Current asset investments		(406	)		(163	)
		10,933			12,444
Adjustments:
To retranslate currency denominated balances at swapped rates where hedged		(1,326	)		(1,766	)
To remove fair value adjustments and accrued interest applied to reflect the effective interest method		(324	)		(317	)
Net debt at 31 March		9,283			10,361

After allocating the element of the adjustments which impacts loans and other borrowings, as defined above, gross debt at 31 March 2010 was £11,139m (2009: £11,663m).

	2010			2009
Reconciliation of movement in net debt	£m			£m
At 1 April		10,361			9,460
(Decrease) increase in net debt resulting from cash flows		(1,079	)		921
Net debt assumed or issued on acquisitions		–			(2	)
Currency movements		–			(36	)
Other non cash movements		1			18
At 31 March		9,283			10,361

BT GROUP PLC ANNUAL REPORT & FORM 20-F     111

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

12. Intangible assets

							Brands,
				Telecommunication			customer			Internally
				licences and			relationships			developed			Computer
	Goodwill			other			and technology			software			software			Total
	£m			£m			£m			£m			£m			£m
Cost
At 1 April 2008		1,088			266			248			1,896			1,281			4,779
Additions		–			–			–			712			127			839
Acquisitions through business combinations		131			–			46			–			–			177
Disposals and adjustments		1			(3	)		20			(225	)		(12	)		(219	)
Impairmentsa		–			–			(26	)		(48	)		(261	)		(335	)
Exchange differences		269			44			88			13			69			483
At 1 April 2009		1,489			307			376			2,348			1,204			5,724
Additions		–			–			–			585			44			629
Acquisitions through business combinationsc		1			–			–			–			–			1
Interest on qualifying assetsb		–			–			–			2			–			2
Disposals and adjustments		(2	)		(6	)		(3	)		(362	)		9			(364	)
Exchange differences		(56	)		(11	)		(16	)		(5	)		(16	)		(104	)
At 31 March 2010		1,432			290			357			2,568			1,241			5,888
Amortisation
At 1 April 2008					121			67			520			716			1,424
Charge for the year					14			62			433			132			641
Disposals and adjustments					(1	)		–			(225	)		(9	)		(235	)
Exchange differences					22			24			11			49			106
At 1 April 2009					156			153			739			888			1,936
Charge for the year					15			54			559			107			735
Disposals and adjustments					(4	)		(1	)		(366	)		(53	)		(424	)
Exchange differences					(5	)		(9	)		(5	)		(12	)		(31	)
At 31 March 2010					162			197			927			930			2,216
Carrying amount
At 31 March 2010		1,432			128			160			1,641			311			3,672
At 31 March 2009		1,489			151			223			1,609			316			3,788

a	Impairment charges of £335m were recognised in 2009, comprising BT Global Services restructuring charges of £81m, BT Global Services contract and financial review charges of £241m (see note 3) and £13m in relation to the review of the 21CN programme and associated voice strategy. All impairment losses were recognised in the income statement. The recoverable amount of the impaired assets was equal to their value in use.
b	Additions to internally generated software in 2010 includes interest capitalised at a weighted average borrowing rate of 7.9%.
c	Additional earnout payment in respect of investment in BT Leasing Limited.

Goodwill impairment review

The group performs an annual goodwill impairment review, based on its cash generating units (CGUs). The CGUs that have associated goodwill are BT Global Services and the following business units within BT Retail: BT Consumer, BT Business, BT Ireland and BT Enterprises. These are the smallest identifiable groups of assets that generate cash inflows that are largely independent of the cash inflows from other groups of assets, and to which goodwill is allocated. Goodwill is allocated to the group’s CGUs as follows:

	BT Global			BT Retail
	Services			BT Consumer		BT Business		BT Ireland		BT Enterprises			Total
	£m			£m		£m		£m		£m			£m
At 1 April 2008		936			47		34		16		55			1,088
Acquisitions through business combinations		37			10		10		–		74			131
Disposals, adjustments and reclassifications		1			–		–		–		–			1
Exchange differences		252			–		–		–		17			269
At 1 April 2009		1,226			57		44		16		146			1,489
Acquisitions through business combinations		1			–		–		–		–			1
Disposals, adjustments and reclassifications		(3	)		8		17		5		(29	)		(2	)
Exchange differences		(52	)		–		–		–		(4	)		(56	)
At 31 March 2010		1,172			65		61		21		113			1,432

112     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

12. Intangible assets continued

The key assumptions used in performing value in use calculations in 2010 are as follows:

	BT Global		BT Retail
	Services		BT Consumer		BT Business		BT Ireland		BT Enterprises
Discount rate		10.8%		10.8%		10.8%		10.8%		10.8%
Perpetuity growth rate		2.5%		2.0%		2.0%		2.0%		2.0%

The key assumptions used in performing the value in use calculations in 2009 were as follows:

	BT Global		BT Retail
	Services		BT Consumer		BT Business		BT Ireland		BT Enterprises
Discount rate		11.1%		11.1%		11.1%		11.1%		11.1%
Perpetuity growth rate		2.5%		2.0%		2.0%		2.0%		2.0%

Recoverable amount

The value in use of each CGU is determined using cash flow projections derived from financial plans approved by the Board covering a three year period and a further two years approved by the line of business and group senior management team. They reflect management’s expectations of revenue, EBITDA margins, capital expenditure, working capital and operating cash flows, based on past experience and future expectations of business performance. Cash flows are also adjusted downwards to reflect the different risk attributes of each CGU. Cash flows beyond the five year period have been extrapolated using perpetuity growth rates.

Discount rate

The pre-tax discount rates applied to the cash flow forecasts are derived from the group’s post-tax weighted average cost of capital. The assumptions used in the calculation of the group’s weighted average cost of capital are benchmarked to externally available data.

Growth rates

The perpetuity growth rates are determined based on the long-term historical growth rates of the regions in which the CGU operates, and they reflect an assessment of the long-term growth prospects of the sector in which the CGU operates. The growth rates have been benchmarked against external data for the relevant markets. None of the growth rates applied exceed the long-term historical average growth rates for those markets or sectors.

Sensitivities

For the BT Retail CGUs, significant headroom exists in each CGU and, based on the sensitivity analysis performed, no reasonably possible changes in the assumptions would cause the carrying amount of the CGUs to exceed their recoverable amount.

     For BT Global Services, the value in use exceeds the carrying value of the CGU by approximately £725m. The following changes in assumptions would cause the recoverable amount to fall below the carrying value:

4 a reduction in the perpetuity growth rate from the 2.5% assumption applied to a revised assumption of 0.5% or less

4 an increase in the discount rate from the 10.8% assumption applied to a revised assumption of 12.2% or more

4 a reduction in the projected operating cash flows across five years by 15% or more.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     113

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

13. Property, plant and equipment

				Network						Assets in
	Land and			infrastructure						course of
	buildings		a,b	equipment		b	Other		c	construction			Total
	£m			£m			£m			£m			£m
Cost
At 1 April 2008		1,209			39,117			2,194			1,240			43,760
Additions		8			238			187			1,813			2,246
Acquisition through business combinations		–			–			2			–			2
Transfers		16			2,045			19			(2,080	)		–
Disposals and adjustments		3			(373	)		(169	)		(71	)		(610	)
Impairmentsd		–			(121	)		(8	)		(18	)		(147	)
Exchange differences		58			652			149			26			885
At 1 April 2009		1,294			41,558			2,374			910			46,136
Additions		22			254			144			1,441			1,861
Interest on qualifying assetse		–			–			–			1			1
Transfers		5			1,520			1			(1,526	)		–
Disposals and adjustments		71			(1,121	)		(346	)		(14	)		(1,410	)
Exchange differences		(13	)		(131	)		(22	)		(5	)		(171	)
At 31 March 2010		1,379			42,080			2,151			807			46,417
Accumulated depreciation
At 1 April 2008		500			26,404			1,574			–			28,478
Charge for the year		56			1,928			265			–			2,249
Disposals and adjustments		4			(395	)		(209	)		–			(600	)
Exchange differences		30			476			126			–			632
At 1 April 2009		590			28,413			1,756			–			30,759
Charge for the year		70			2,015			219			–			2,304
Disposals and adjustments		72			(1,124	)		(255	)		–			(1,307	)
Exchange differences		(7	)		(103	)		(14	)		–			(124	)
At 31 March 2010		725			29,201			1,706			–			31,632
Carrying amount
At 31 March 2010		654			12,879			445			807			14,785
Engineering stores		–			–			–			71			71
Total at 31 March 2010		654			12,879			445			878			14,856
At 31 March 2009		704			13,145			618			910			15,377
Engineering stores		–			–			–			28			28
Total at 31 March 2009		704			13,145			618			938			15,405

	2010		2009
	£m		£m
a  The carrying amount of land and buildings, including leasehold improvements, comprised:
Freehold		431		451
Long leases (over 50 years unexpired)		33		30
Short leases		190		223
Total land and buildings		654		704

b	The carrying amount of the group’s property, plant and equipment includes an amount of £183m (2009: £216m) in respect of assets held under finance leases, comprising land and buildings of £74m (2009: £76m) and network infrastructure and equipment of £109m (2009: £140m). The depreciation charge on those assets for 2010 was £44m (2009: £49m), comprising land and buildings of £3m (2009: £3m) and network infrastructure and equipment of £41m (2009: £46m).
c	Other mainly comprises motor vehicles and computers.
d	Impairment charges of £147m were recognised in 2009, comprising BT Global Services restructuring charges of £129m and £18m in relation to the review of the 21CN programme and associated voice strategy. All impairment losses were recognised in the income statement. The recoverable amount of the impaired assets was equal to their value in use.
e	Additions to assets in the course of construction in 2010 includes interest capitalised at a weighted average borrowing rate of 7.9%.

114     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

13. Property, plant and equipment continued

	2010		2009
Year ended 31 March	£m		£m
Additions to property, plant and equipment comprised:
Land and buildings		29		23
Network infrastructure and equipment
Transmission equipment		902		1,067
Exchange equipment		29		44
Other network equipment		753		899
Other
Computers and office equipment		115		140
Motor vehicles and other		33		73
Total additions to property, plant and equipment		1,861		2,246
Increase in engineering stores		43		3
Total additions		1,904		2,249

14. Investments

	2010		2009
At 31 March	£m		£m
Non current assets
Available-for-sale		32		23
Loans and receivables		32		32
		64		55
Current assets
Available-for-sale		258		153
Loans and receivables		148		10
		406		163

The credit rating of counterparties with which current asset investments were held is detailed in the table below.

	2010		2009
At 31 March	£m		£m
Moody’s/S&P credit ratinga
Aaa/AAA		258		153
Aa3/AA-		35		–
A1/A+		105		10
A2/A		8		–
Total current asset investments		406		163

^a Current asset investment balances with counterparties have been classified at the lower of their Moody’s and S&P rating.

The majority of current asset investments are held for periods ranging from one day to one year.

Available-for-sale

Available-for-sale current assets consist of floating rate liquidity fund deposits denominated in Sterling of £185m (2009: £97m), Euros of £56m (2009: £43m) and US Dollars of £17m (2009: £13m) which are immediately accessible to the group to manage liquidity.

Loans and receivables

Loans and receivables mainly consist of term deposits denominated in Sterling with a fixed interest rate.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     115

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

15. Associates and joint ventures

	2010									2009
	Associates			Joint ventures			Total			Associates			Joint ventures			Total
	£m			£m			£m			£m			£m			£m
Non current assets		49			7			56			41			7			48
Current assets		278			4			282			168			4			172
Current liabilities		(77	)		(2	)		(79	)		(86	)		(2	)		(88	)
Non current liabilities		(64	)		–			(64	)		–			–			–
Share of net assets at 31 March		186			9			195			123			9			132
Revenue		298			14			312			308			15			323
Expenses		(266	)		(14	)		(280	)		(262	)		(15	)		(277	)
Taxation		(7	)		–			(7	)		(7	)		–			(7	)
Share of post tax results before specific items		25			–			25			39			–			39
Specific items (note 5)
– impact of renegotiated supply contracts on associate		29			–			29			–			–			–
– reassessment of carrying value of associate		–			–			–			36			–			36
Share of post tax results		54			–			54			75			–			75

	Associates			Joint ventures		Total
	£m			£m		£m
At 1 April 2008		79			6		85
Share of post tax profit		75			–		75
Dividends received		(6	)		–		(6	)
Exchange differences and other		(25	)		3		(22	)
At 1 April 2009		123			9		132
Share of post tax profit		54			–		54
Additions		3			–		3
Disposals (note 5)		(12	)		–		(12	)
Dividends received		(3	)		–		(3	)
Exchange differences and other		21			–		21
At 31 March 2010		186			9		195

At 31 March 2010 the fair value of the group’s investments in associates and joint ventures for which published price quotations are available was £473m (2009: £153m). Details of the group’s principal associate at 31 March 2010 are set out on page 149.

16. Inventories

	2010		2009
At 31 March	£m		£m
Consumables		30		23
Work in progress		43		57
Finished goods		34		41
		107		121

116     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

17. Trade and other receivables

	2010		2009
At 31 March	£m		£m
Current
Trade receivables		1,937		1,966
Prepayments		549		825
Accrued income		1,010		1,135
Other receivables		200		259
		3,696		4,185

	2010		2009
	£m		£m
Non current
Other assetsa		336		322

^a Other assets mainly represents costs relating to the initial set up, transition or transformation phase of long-term networked IT services contracts. At 31 March 2010 the balance was £294m (2009: £322m). Other assets also include prepayments of £42m (2009: £nil).

Trade receivables are stated after deducting allowances for doubtful debts, as follows:

	2010			2009
	£m			£m
At 1 April		246			209
Expense recognised in the income statement		155			151
Utilised in the year		(183	)		(139	)
Acquisitions		–			4
Exchange differences		1			21
At 31 March		219			246

Trade receivables are continuously monitored and allowances applied against trade receivables consist of both specific impairments and collective impairments based on the group’s historical loss experiences for the relevant aged category and taking into account general economic conditions. Historical loss experience allowances are calculated by line of business in order to reflect the specific nature of the customers relevant to that line of business.

Trade receivables are due as follows:

					Past due and not specifically impaired:
			Trade
			receivables
			specifically
			impaired net		Between 0		Between 3		Between 6		Over 12
	Not past due		of provision		and 3 months		and 6 months		and 12 months		months		Total
	£m		£m		£m		£m		£m		£m		£m
2010		1,257		51		426		98		60		45		1,937
2009		1,263		1		474		90		65		73		1,966

Gross trade receivables which have been specifically impaired amounted to £230m (2009: £30m).

BT GROUP PLC ANNUAL REPORT & FORM 20-F     117

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

17. Trade and other receivables continued

Trade receivables not past due and accrued income are analysed below by line of business. The nature of customers associated with each line of business is disclosed in note 1.

	2010		2009
At 31 March	£m		£m
BT Global Services		867		878
BT Retail		228		308
BT Wholesale		127		64
Openreach		27		3
Other		8		10
Total trade receivables not past due		1,257		1,263

	2010		2009
At 31 March	£m		£m
BT Global Services		633		635
BT Retail		148		274
BT Wholesale		182		195
Openreach		44		26
Other		3		5
Total accrued income		1,010		1,135

Given the broad and varied nature of the group’s customer base, the analysis of trade receivables not past due and accrued income by line of business is considered the most appropriate disclosure of credit concentrations. Cash collateral held against trade and other receivables amounted to £25m (2009: £23m).

118     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

18. Loans and other borrowings

	2010		2009
At 31 March	£m		£m
Sterling 6.375% bonds June 2037b		521		521
US Dollar 9.625% (2009: 9.125%) notes December 2030 (minimum 8.625%a)b		1,811		1,914
Sterling 5.75% bonds December 2028c		602		608
Sterling 3.5% indexed linked notes April 2025		325		330
Sterling 8.625% bonds March 2020		298		298
US Dollar 5.95% bonds January 2018b		734		777
Sterling 6.625% bonds June 2017b		525		524
Sterling 8.5% (2009: 8.0%) notes December 2016 (minimum 7.5%a)		715		713
Euro 6.5% bonds July 2015b		935		973
Euro 6.125% bonds July 2014b,f		561		–
Euro 5.25% bonds June 2014b		696		723
Euro 5.25% bonds January 2013b		902		935
US Dollar 5.15% bonds January 2013b		566		599
Euro 7.87% (2009: 7.375%) notes February 2011 (minimum 6.875%a)b		1,015		1,051
US Dollar 9.125% (2009: 8.625%) notes December 2010 (minimum 8.125%a)b		1,951		2,074
US Dollar 8.765% bonds August 2009d		–		149
Total listed bonds, debentures and notes		12,157		12,189
Finance leases		304		332
Commercial paperb,e		–		715
Sterling 6.35% bank loan due August 2012		312		312
Sterling 10.4% bank loan due September 2009		–		140
Sterling floating rate note 2009-2010		–		28
Other loans 2009-2012		10		6
Bank overdrafts (of which £nil (2009: £160m) had a legally enforceable right
of set off – see note 10)		8		185
Total other loans and borrowings		330		1,386
Total loans and other borrowings		12,791		13,907

a	The interest rate payable on these notes will be subject to adjustment from time to time if either Moody’s or Standard and Poor’s (S&P) reduce the rating ascribed to the group’s senior unsecured debt below A3 in the case of Moody’s or below A– in the case of S&P. In this event, the interest rate payable on the notes and the spread applicable to the floating notes will be increased by 0.25% for each ratings category adjustment by each rating agency. In addition, if Moody’s or S&P subsequently increase the ratings ascribed to the group’s senior unsecured debt, then the interest rate then payable on notes and the spread applicable to the floating notes will be decreased by 0.25% for each rating category upgrade by each rating agency, but in no event will the interest rate be reduced below the minimum interest rate reflected in the above table. In February 2010, S&P downgraded BT’s credit rating by one ratings category to BBB– as detailed on page 138. At the next coupon date in the 2011 financial year, the rate payable on these bonds will therefore increase by 0.25 percentage points.
b	Hedged in a designated cash flow hedge.
c	Hedged in a designated fair value hedge.
d	Hedged in a designated cash flow and fair value hedge.
e	Commercial paper is denominated in Sterling of £nil (2009: £209m) and Euros of £nil (2009: £506m).
f	The group’s €600m bond issued in June 2009 would attract an additional 1.25 percentage points for a downgrade by one credit rating category by both Moody’s and S&P below Baa3/BBB– respectively.

The interest rates payable on loans and borrowings disclosed above reflect the coupons on underlying issued loans and borrowings and not the interest rates achieved through applying associated currency and interest rate swaps in hedge arrangements.

     The carrying values disclosed above reflect balances at amortised cost adjusted for deferred and current fair value adjustments to the relevant loans or borrowings’ hedged risk in a fair value hedge. This does not reflect the final principal repayment that will arise after taking account of the relevant derivatives in hedging relationships which is reflected in the table below. Apart from finance leases, all borrowings as at 31 March 2010 and 2009 were unsecured.

	2010								2009
				Effect of			Principal				Effect of			Principal
	Carrying			hedging			repayments at		Carrying		hedging and			repayments at
	amount			and interest		a	hedged rates		amount		interest		a	hedged rates
At 31 March	£m			£m			£m		£m		£m			£m
Repayments fall due as follows:
Within one year, or on demand		3,269			(737	)		2,532		1,542		(352	)		1,190
Between one and two years		18			–			18		3,098		(551	)		2,547
Between two and three years		1,763			(313	)		1,450		10		–			10
Between three and four years		11			–			11		1,829		(380	)		1,449
Between four and five years		1,213			(177	)		1,036		14		–			14
After five years		6,523			(431	)		6,092		7,412		(799	)		6,613
Total due for repayment after more than one year		9,528			(921	)		8,607		12,363		(1,730	)		10,633
Total repayments		12,797			(1,658	)		11,139		13,905		(2,082	)		11,823
Fair value adjustments for hedged risk		(6	)							2
Total loans and other borrowings		12,791								13,907

^a Adjustments for hedging and interest reflect the impact of the currency element of derivatives and adjust the repayments to exclude interest recognised in the carrying amount.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     119

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

18. Loans and other borrowings continued

As noted on page 119, the principal repayments of loans and borrowings at hedged rates amounted to £11,139m (2009: £11,823m). The table below reflects the currency risk and interest cash flow and fair value risk associated with these loans and borrowings after the impact of hedging.

	2010							2009
	Fixed rate		Floating rate					Fixed rate			Floating rate
	interest		interest		Total			interest			interest		Total
At 31 March	£m		£m		£m			£m			£m		£m
Sterling		10,110		835		10,945			10,239			1,373		11,612
Euro		–		184		184			–			204		204
US Dollar		–		3		3			–			2		2
Other		–		7		7			–			5		5
Total		10,110		1,029		11,139			10,239			1,584		11,823
Weighted average effective fixed interest rate Sterling		8.0%							8.1%
The floating rate loans and borrowings bear interest rates fixed in advance for periods ranging from one day to one year, primarily by reference to LIBOR and EURIBOR quoted rates.
					2010			2009			2010		2009
											Repayment of outstanding
					Minimum lease payments						lease obligations
At 31 March					£m			£m			£m		£m
Amounts payable under finance leases:
Within one year						33			32			16		14
In the second to fifth years inclusive						119			135			48		66
After five years						422			456			240		252
						574			623			304		332
Less: future finance charges						(270	)		(291	)		–		–
Total finance lease obligations						304			332			304		332
Assets held under finance leases mainly consist of buildings and network assets. The group’s obligations under finance leases are secured by the lessors’ title to the leased assets.
19. Derivative financial instruments
	2010				2009					a	2008				a
	Assets		Liabilities		Assets			Liabilities			Assets		Liabilities
At 31 March	£m		£m		£m			£m			£m		£m
Interest rate swaps – cash flow hedge		–		361		–			446			1		207
Interest rate swaps – fair value hedge		–		6		–			–			–		–
Other interest rate swaps		106		295		107			316			25		239
Cross currency swaps – cash flow hedge		1,571		30		2,541			1			340		605
Cross currency swaps – fair value hedge		–		–		18			–			–		20
Other cross currency swaps		–		1		–			–			–		–
Forward foreign exchange contracts – cash flow hedge		23		4		27			1			20		1
Other forward foreign exchange contracts		–		2		7			2			1		–
Credit default swaps		–		–		–			1			–		–
		1,700		699		2,700			767			387		1,072
Analysed as:
Current		624		166		158			56			71		58
Non current		1,076		533		2,542			711			316		1,014
		1,700		699		2,700			767			387		1,072

^a Restated. See page 94.

120     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

19. Derivative financial instruments continued

The credit rating of counterparties with which derivative financial assets were held is detailed in the table below.

	2010		2009
At 31 March	£m		£m
Moody’s/S&P credit ratinga
Aa2/AA		89		200
Aa3/AA–		480		650
A1/A+		708		1,030
A2/A		318		719
A3/A–		105		101
		1,700		2,700

^a Derivative financial instrument balances with counterparties have been classified at the lower of their Moody’s and S&P rating.

In 2010 derivative financial assets were held with 18 counterparties (2009: 19 counterparties). After applying the legal right of set off under the group’s International Swaps and Derivative Association (ISDA) documentation, the group had a net exposure to derivative counterparties of £1,303m (2009: £2,282m). Of this, 85% (2009: 85%) was with 6 counterparties (2009: 6). Details of hedges in which the derivative financial instruments are utilised are disclosed in note 32.

20. Trade and other payables

	2010		2009
At 31 March	£m		£m
Current
Trade payables		3,668		4,367
Other taxation and social security		516		489
Other payables		506		527
Accrued expenses		498		460
Deferred income		1,343		1,372
		6,531		7,215

	2010		2009
At 31 March	£m		£m
Non current
Other payables		734		718
Deferred income		70		76
		804		794

Non current payables mainly relate to operating lease liabilities and deferred gains on a prior period sale and finance leaseback transaction.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     121

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

21. Provisions

	BT Global			Property			Other
	Services provisions		a	provisions		b	provisions		c	Total
	£m			£m			£m			£m
At 1 April 2009		303			172			245			720
Charged to the income statementd		10			131			204			345
Unwind of discount		–			4			–			4
Utilised in the year		(139	)		(35	)		(98	)		(272	)
Transfers		16			–			31			47
Exchange differences		(3	)		–			–			(3	)
At 31 March 2010		187			272			382			841

	2010		2009
At 31 March	£m		£m
Analysed as:
Current		134		254
Non current		707		466
		841		720

a	Amounts provided in relation to the BT Global Services restructuring programme and the contract and the financial reviews in 2009. These will be utilised as the obligations are settled.
b	Property provisions mainly comprise onerous lease provisions arising from the rationalisation of the group’s property portfolio. The provisions will be utilised over the remaining lease periods, which range from one to 22 years. Financial liabilities comprise £255m (2009: £166m) of this balance.
c	Other provisions includes: – Amounts provided for incremental and directly attributable costs arising from the group’s obligation to deliver the Undertakings, which will be utilised within one year. – Amounts provided for legal or constructive obligations arising from insurance claims, litigation and regulatory risk, which will be utilised as the obligations are settled.
d	Includes specific items of £121m for property rationalisation costs and £10m relating to the BT Global Services restructuring programme.

22. Deferred taxation

				Retirement
	Excess capital			benefit			Share-based
	allowances			obligations		a	payments			Other			Total
	£m			£m			£m			£m			£m
At 1 April 2008		1,969			778			(51	)		(183	)		2,513
(Credit) expense recognised in the income statement		(158	)		78			32			7			(41	)
(Credit) expense recognised in equity		–			(1,959	)		12			100			(1,847	)
At 31 March 2009		1,811			(1,103	)		(7	)		(76	)		625
Deferred tax asset		–			(1,103	)		–			–			(1,103	)
Deferred tax liability		1,811			–			(7	)		(76	)		1,728
At 1 April 2009		1,811			(1,103	)		(7	)		(76	)		625
(Credit) expense recognised in the income statement		(115	)		118			(15	)		2			(10	)
(Credit) expense recognised in equity		–			(1,211	)		(19	)		(143	)		(1,373	)
Transfer from current tax		–			–			–			18			18
At 31 March 2010		1,696			(2,196	)		(41	)		(199	)		(740	)
Deferred tax asset		–			(2,196	)		–			–			(2,196	)
Deferred tax liability		1,696			–			(41	)		(199	)		1,456
At 31 March 2010		1,696			(2,196	)		(41	)		(199	)		(740	)

^a Includes a deferred tax asset of £3m (2009: £nil) arising on contributions payable to defined contribution schemes.

At 31 March 2010, all of the deferred tax asset of £2,196m (2009: £1,103m) is expected to be recovered after more than one year. At 31 March 2010, all of the deferred tax liability of £1,456m (2009: £1,728m) is expected to be settled after more than one year.

122     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

22. Deferred taxation continued

At 31 March 2010 the group had operating losses, capital losses and other temporary differences carried forward in respect of which no deferred tax assets were recognised amounting to £29.5bn (2009: £24.3bn). The group’s capital losses and other temporary differences have no expiry date restrictions. The expiry date of operating losses carried forward is dependent upon the tax law of the various territories in which the losses arose. A summary of expiry dates for losses in respect of which restrictions apply is set out below:

	2010		Expiry of
At 31 March	£m		losses
Restricted losses:
Americas		284		2010-2029
Europe		1,719		2010-2025
Total restricted losses		2,003
Unrestricted losses:
Operating losses		3,278	No expiry
Capital losses		23,439	No expiry
Other		775	No expiry
Total unrestricted losses		27,492
Total		29,495

At 31 March 2010, the undistributed earnings of overseas subsidiaries was £5.5bn (2009: £10.1bn). No deferred tax liabilities have been recognised in respect of these unremitted earnings because the group is in a position to control the timing of the reversal of the temporary differences and it is probable that such differences will not reverse in the foreseeable future. Temporary differences arising in connection with interests in associates and joint ventures for which deferred tax liabilities have not been recognised are insignificant.

23. Minority interests

	2010			2009
	£m			£m
At 1 April		27			23
Share of profits		1			2
Disposals		(4	)		(9	)
Minority share of dividend paid		–			(1	)
Acquisitions through business combinations		–			3
Exchange differences		–			9
At 31 March		24			27

24. Share capital

	Number			Share capital		a	Share premium		b
	of shares			£m			£m
At 1 April 2008		8,401,227,029			420			62
Cancelledc		(250,000,000	)		(12	)		–
At 1 April 2009 and 31 March 2010		8,151,227,029			408			62

a	The authorised share capital of the company up to 1 October 2009 was £13,463m, representing 269,260,253,468 ordinary shares of 5p each. The allotted, called up and fully paid ordinary share capital of the company at 31 March 2010 and 31 March 2009 was £408m, representing 8,151,227,029 ordinary shares of 5p each.
b	The share premium account, representing the premium on allotment of shares, is not available for distribution.
c	In 2010 the group cancelled nil treasury shares (2009: 250,000,000) with a nominal value of £nil (2009: £12m).

BT GROUP PLC ANNUAL REPORT & FORM 20-F     123

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

25. Other reserves

	Treasury			Cash flow			Available-for-			Translation			Merger			Total other
	shares		a	reserve		b	sale reserve		c	reserve		d	reserve		e	reserves
	£m			£m			£m			£m			£m			£m
At 1 April 2007		(884	)		23			–			(49	)		998			88
Exchange differences		–			–			–			210			–			210
Net fair value gain on cash flow hedges		–			446			–			–			–			446
Recognised in income and expense in the year		–			(294	)		–			–			–			(294	)
Reclassified and reported in non current assets		–			11			–			–			–			11
Tax recognised in other comprehensive income		–			(29	)		–			–			–			(29	)
Net purchase of treasury shares		(1,529	)		–			–			–			–			(1,529	)
Cancellation of treasury shares		570			–			–			–			–			570
At 1 April 2008		(1,843	)		157			–			161			998			(527	)
Exchange differences		–			–			–			683			–			683
Net fair value gain on cash flow hedges		–			2,719			–			–			–			2,719
Recognised in income and expense in the year		–			(2,144	)		–			–			–			(2,144	)
Reclassified and reported in non current assets		–			(5	)		–			–			–			(5	)
Gains on available-for-sale investments		–			–			5			–			–			5
Tax recognised in other comprehensive income		–			(164	)		–			–			–			(164	)
Net purchase of treasury shares		(63	)		–			–			–			–			(63	)
Cancellation of treasury shares		797			–			–			–			–			797
At 1 April 2009		(1,109	)		563			5			844			998			1,301
Exchange differences		–			–			–			(119	)		–			(119	)
Net fair value loss on cash flow hedges		–			(1,067	)		–			–			–			(1,067	)
Recognised in income and expense in the year		–			496			–			–			–			496
Reclassified and reported in non current assets		–			(4	)		–			–			–			(4	)
Gains on available-for-sale investments		–			–			7			–			–			7
Tax recognised in other comprehensive income		–			159			–			(20	)		–			139
Net issue of treasury shares		4			–			–			–			–			4
At 31 March 2010		(1,105	)		147			12			705			998			757

a	The treasury shares reserve is used to hold BT Group plc shares purchased by the group. During 2010 the company purchased nil (2009: 142,608,225, 2008: 539,657,691) of its own shares of 5p each, representing nil% (2009: 2%, 2008: 6%) of the called-up share capital, for consideration (including transaction costs) of £nil (2009: £189m, 2008: £1,626m). In addition, 8,320,766 shares (2009: 90,626,518, 2008: 53,250,144) were issued from treasury to satisfy obligations under employee share schemes and executive share awards at a cost of £4m (2009: £126m, 2008: £97m), and nil treasury shares (2009 and 2008: 250,000,000) were cancelled at a cost of £nil (2009: £797m, 2008: £570m). At 31 March 2010, 400,906,119 shares (2009: 409,226,885, 2008: 607,285,178) with an aggregate nominal value of £20m (2009: £20m, 2008: £30m) were held as treasury shares at cost.
b	The cash flow reserve is used to record the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred.
c	The available-for-sale reserve is used to record the cumulative fair value gains and losses on available-for-sale financial assets. The cumulative gains and losses are recycled to the income statement on disposal of the assets. The gross gain in the year amounted to £7m (2009: £5m, 2008: £nil).
d	The translation reserve is used to record cumulative translation differences on the assets and liabilities of foreign operations. The cumulative translation differences are recycled to the income statement on disposal of the foreign operation.
e	The merger reserve arose on the group reorganisation that occurred in November 2001 and represented the difference between the nominal value of shares in the new parent company, BT Group plc, and the aggregate of the share capital, share premium account and capital redemption reserve of the prior parent company, British Telecommunications plc.

26. Related party transactions

Key management personnel comprise executive and non-executive directors and members of the Operating Committee. Key management personnel compensation is shown in the table below:

	2010		2009		a	2008		a
Year ended 31 March	£m		£m			£m
Salaries and short-term benefits		10.3		8.4			8.3
Termination benefits		0.1		2.4			–
Post employment benefits		1.8		2.3			1.0
Share-based payments		2.6		3.6			5.0
		14.8		16.7			14.3

^a Restated to include the Chairman and non-executive directors.

More detailed information concerning directors’ remuneration, shareholdings, pension entitlements, share options and other long-term incentive plans is shown in the audited part of the Report on Directors’ Remuneration (pages 73 to 77), which forms part of the consolidated financial statements.

     Amounts paid to the group’s retirement benefit plans are set out in note 29. There were a number of transactions during the year between the company and its subsidiary undertakings, which are eliminated on consolidation and therefore not disclosed.

     During 2010, the group purchased services in the normal course of business and on an arm’s length basis from its principal associate, Tech Mahindra Limited. The net value of services purchased was £301m (2009: £296m, 2008: £305m) and the amount outstanding and payable for services at 31 March 2010 was £65m (2009: £89m, 2008: £125m). In addition in 2010 a cash payment of £127m was made to Tech Mahindra Limited for the renegotiation of certain supply contracts as part of the rationalisation of procurement channels within BT Global Services. In 2008, a cash payment of £55m was received from Tech Mahindra Limited, which was recognised as income in 2008 (£28m) and 2009 (£27m).

124     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

27. Financial commitments and contingent liabilities

	2010		2009
Capital expenditure contracted for at the balance sheet date but not yet incurred was as follows:	£m		£m
Property, plant and equipment		368		414
Computer software		15		37
Total		383		451

	2010		2009
Future minimum operating lease payments for the group were as follows:	£m		£m
Payable in the year ending 31 March:
2010		–		484
2011		494		455
2012		460		430
2013		431		403
2014		400		377
2015		375		356
Thereafter		5,527		5,499
Total future minimum operating lease payments		7,687		8,004

Operating lease commitments were mainly in respect of land and buildings which arose from a sale and operating leaseback transaction in a prior period. Leases have an average term of 22 years (2009: 23 years) and rentals are fixed for an average of 22 years (2009: 23 years).

     At 31 March 2010, other than as disclosed below, there were no contingent liabilities or guarantees other than those arising in the ordinary course of the group’s business and on these no material losses are anticipated. The group has insurance cover to certain limits for major risks on property and major claims in connection with legal liabilities arising in the course of its operations. Otherwise, the group generally carries its own risks.

     The group has provided guarantees relating to certain leases entered into by O₂ UK Limited prior to its demerger with O₂ on 19 November 2001. O₂ plc has given BT a counter indemnity for these guarantees. The maximum exposure was US$132m as at 31 March 2010 (2009: US$110m), approximately £87m (2009: £77m), although this could increase by a further US$304m (2009: US$399m), approximately £200m (2009: £278m), in the event of credit default in respect of amounts used to defease future lease obligations. The guarantee lasts until O₂ UK Limited has discharged all its obligations, which is expected to be when the lease ends on 30 January 2017.

     We do not believe that there is any single current court action that would have a material adverse effect on the financial position or operations of the group. However the aggregate volume and value of legal actions to which the group is party has increased significantly during 2010.

     There have been criminal proceedings in Italy against 21 defendants, including a former BT employee, in connection with the Italian UMTS (universal mobile telecommunication system) auction in 2000. Blu, in which BT held a minority interest, participated in that auction process. On 20 July 2005, the former BT employee was found not culpable of the fraud charge brought by the Rome Public Prosecutor. All the other defendants were also acquitted. The Public Prosecutor has appealed the court’s decision. The appeal was unsuccessful and no damages follow.

     The European Commission formally investigated the way the UK Government set the rates payable on BT’s infrastructure and those paid by Kingston Communications, and whether or not the UK Government complied with European Community Treaty rules on state aid. The Commission concluded in October 2006 that no state aid had been granted. The Commission’s decision was appealed. Judgement on the appeal has not yet been given but we continue to believe that any allegation of state aid is groundless and that the appeal will not succeed.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     125

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

28. Acquisitions

There were no acquisitions made in 2010. A summary of the acquisitions made in 2009 is set out below.

	BT
	Global Services		BT Retail		Other		Total
Year ended 31 March 2009	£m		£m		£m		£m
Fair value of consideration		13		98		75		186
Less: fair value of net assets acquired		3		24		28		55
Goodwill arising		10		74		47		131
Consideration:
Cash		13		98		65		176
Deferred consideration		–		–		10		10
Total		13		98		75		186
The outflow of cash and cash equivalents was as follows:
Cash consideration		13		98		65		176
Less: cash acquired		1		3		5		9
		12		95		60		167

BT Global Services

During 2009 the group acquired 100% of Stemmer GmbH and SND GmbH. The purchase consideration was £13m. The net assets acquired and the goodwill arising were as follows:

				Fair value
	Book value			adjustments		Fair value
	£m			£m		£m
Receivables		6			–		6
Cash and cash equivalents		1			–		1
Payables		(4	)		–		(4	)
Net assets acquired		3			–		3
Goodwill							10
Total consideration							13

During 2010 the determination of fair values has been finalised. No adjustments have been made to the balances previously reported.

BT Retail

During 2009 the group acquired 100% of the issued share capital of Wire One Holdings Inc and Ufindus Ltd for a total consideration of £98m. The combined net assets acquired in these transactions and the goodwill arising were as follows:

				Fair value
	Book value			adjustments			Fair value
	£m			£m			£m
Intangible assets		2			21			23
Property, plant and equipment		2			–			2
Receivables		20			(1	)		19
Cash and cash equivalents		3			–			3
Payables		(22	)		(1	)		(23	)
Net assets acquired		5			19			24
Goodwill								74
Total consideration								98

Intangible assets recognised in respect of these acquisitions comprised customer relationships, brand names and proprietary technology. Goodwill arising on these acquisitions principally related to anticipated cost and revenue synergies and the assembled workforce. During 2010 the determination of fair values has been finalised. No adjustments have been made to the balances previously reported.

126     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

28. Acquisitions continued

Other

During 2009 the group acquired 100% of the issued share capital of Moorhouse Consulting and Ribbit Corporation, for a total consideration of £75m including £10m of deferred, contingent consideration. The combined net assets acquired in these transactions and the goodwill arising were as follows:

				Fair value
	Book value			adjustments		Fair value
	£m			£m		£m
Intangible assets		–			25		25
Receivables		2			–		2
Cash and cash equivalents		5			–		5
Payables		(4	)		–		(4	)
Net assets acquired		3			25		28
Goodwill							47
Total consideration							75

Intangible assets recognised in respect of these acquisitions comprised internally developed technology. Goodwill on the acquisitions principally related to cost savings and other synergies. During 2010 the determination of fair values has been finalised and adjustments have been made to the balances previously reported. Prior year balances have not been restated as the amount is not significant to the group.

29. Retirement benefit plans

Background

The group offers retirement benefit plans to its employees. The group’s main scheme, the BT Pension Scheme (BTPS), is a defined benefit scheme. This scheme has been closed to new entrants since 31 March 2001 when it was replaced by a defined contribution scheme, the BT Retirement Plan (BTRP) which was closed on 31 March 2009. On 1 April 2009 BT set up the BT Retirement Saving Scheme, a contract based defined contribution arrangement, to which BTRP members were invited to transfer their accumulated assets. The total pension cost of the group for 2010, included within staff costs, was £304m (2009: £544m, 2008: £626m). The total cost associated with the group’s defined benefit pension schemes for 2010 was £206m (2009: £459m, 2008: £576m).

Defined contribution schemes

The income statement charge in respect of defined contribution schemes represents the contribution payable by the group based upon a fixed percentage of employees’ pay. The total pension cost for 2010 in respect of the group’s main defined contribution scheme was £66m (2009: £47m, 2008: £37m) and £6m (2009: £4m, 2008: £3m) of contributions were outstanding at 31 March 2010.

Defined benefit schemes

BT Pension Scheme Trustees Limited administers and manages the scheme on behalf of the members in accordance with the terms of the Trust Deed of the scheme and relevant legislation. Under the terms of the Trust Deed of the BTPS, there are nine Trustee directors appointed by the group, five of which appointments are made with the agreement of the relevant trade unions, including the Chairman of the Trustee. Four Trustee directors, other than the Chairman, are appointed by BT on the nomination of the relevant trade unions. Two of the Trustee directors will normally hold senior positions within the group, and two will normally hold (or have held) senior positions in commerce or industry. Subject to there being an appropriately qualified candidate, there should be at least one current pensioner or deferred pensioner of the BTPS as one of the Trustee directors. Trustee directors are appointed for a three year term, but are then eligible for re-appointment.

Measurement of scheme assets and liabilities – IAS 19

Scheme assets are measured at the bid market value at the balance sheet date. The liabilities of the BTPS are measured by discounting the best estimate of future cash flows to be paid out by the scheme using the projected unit credit method. Estimated future cash flows are discounted at the current rate of return on high quality corporate bonds of an equivalent term to the liability. Actuarial gains and losses are recognised in full in the year in which they occur in the statement of comprehensive income.

     IAS 19 requires that the discount rate used be determined by reference to market yields at the reporting date on high quality corporate bonds. The currency and term of these should be consistent with the currency and estimated term of the pension obligations. The discount rate has been assessed by reference to the duration of the BTPS’s liabilities and by reference to the published iBoxx index of Sterling corporate bonds of duration greater than 15 years and investment grade AA and above. Allowance is made where the constituent bonds in the published index have been re-rated or new issues made.

     The rate of inflation influences the assumptions for salary and pension increase. This has been assessed by reference to yields on long-term fixed and index-linked Government bonds and has regard to Bank of England published inflationary expectations. Salary increases are assumed to be in line with inflation.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     127

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

29. Retirement benefit plans continued

The financial assumptions used to measure the net pension obligation of the BTPS under IAS 19 at 31 March 2010 are as follows:

	Real rates (per annum)							Nominal rates (per annum)
	2010		2009		2008			2010		2009		2008
At 31 March	%		%		%			%		%		%
Rate used to discount liabilities		1.83		3.84		3.24			5.50		6.85		6.85
Average future increases in wages and salaries		–		–		0.75	a		3.60		2.90		4.28	a
Average increase in pensions in payment and deferred pensions		–		–		–			3.60		2.90		3.50
Inflation – average increase in retail price index		n/a		n/a		n/a			3.60		2.90		3.50

^a There is a short-term reduction in the real salary growth assumption to 0.5% for the first three years.

The assumptions about life expectancy have regard to information published by the UK actuarial profession’s Continuous Mortality Investigation Bureau. However, due to the size of the membership of the BTPS (333,000 members at 31 December 2009) it is considered appropriate for the life expectancy assumptions adopted to take in to account the actual membership experience. Allowance is also made for future improvements in mortality. The BTPS actuary undertakes formal reviews of the membership experience every three years. The IAS 19 life expectancy assumptions reflect the 2008 triennial funding valuation basis.

     The average life expectancy assumptions, after retirement at 60 years of age, are as follows:

	2010		2009
	Number of		Number of
	years		years
Male in lower pay bracket		25.2		24.8
Male in higher pay bracket		27.4		27.1
Female		28.1		27.7
Future improvement every 10 years		1.1		1.0

Amounts recognised in respect of defined benefit schemes

The net pension obligation is set out below:

	2010								2009
			Present								Present
			value								value
	Assets		of liabilities			Obligation			Assets		of liabilities			Obligation
At 31 March	£m		£m			£m			£m		£m			£m
BTPS		35,278		(43,018	)		(7,740	)		29,227		(33,070	)		(3,843	)
Other schemesa		151		(275	)		(124	)		126		(256	)		(130	)
		35,429		(43,293	)		(7,864	)		29,353		(33,326	)		(3,973	)
Deferred tax asset							2,193								1,103
Net pension obligation							(5,671	)							(2,870	)

^a Included in the present value of liabilities of other schemes is £54m (2009: £52m) related to unfunded schemes.

Amounts recognised in the income statement in respect of the group’s pension schemes were as follows:

	2010			2009			2008
Year ended 31 March	£m			£m			£m
Current service cost (including defined contribution schemes)		304			544			626
Total operating charge		304			544			626
Expected return on pension scheme assets		(1,932	)		(2,621	)		(2,448	)
Interest expense on pension scheme liabilities		2,211			2,308			2,028
Net finance expense (income)		279			(313	)		(420	)
Total recognised in the income statement		583			231			206

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29. Retirement benefit plans continued

The present value of the obligation is derived from long-term cash flow projections and is thus inherently uncertain. The benefits payable by the BTPS are expected to be paid as follows:

Forecast benefits payable by the BTPS at 31 March 2010

(£m)

An analysis of actuarial gains and losses and the actual return on plan assets is shown below:

	2010			2009			2008
Year ended 31 March	£m			£m			£m
Actuarial (loss) gain recognised in the year		(4,324	)		(7,037	)		2,621
Cumulative actuarial (losses) gains		(4,915	)		(591	)		6,446
Actual return on plan assets		7,089			(6,830	)		(124	)

Changes in the present value of the defined benefit pension obligation are as follows:

	2010			2009
Year ended 31 March	£m			£m
Opening defined benefit pension obligation		(33,326	)		(34,669	)
Current service cost		(206	)		(459	)
Interest expense		(2,211	)		(2,308	)
Contributions by employees		(15	)		(18	)
Actuarial (loss) gain		(9,481	)		2,414
Business combinations		–			(4	)
Benefits paid		1,948			1,741
Exchange differences		(2	)		(23	)
Closing defined benefit pension obligation		(43,293	)		(33,326	)

Changes in the fair value of plan assets are as follows:

	2010			2009
Year ended 31 March	£m			£m
Opening fair value of plan assets		29,353			37,448
Expected return		1,932			2,621
Actuarial gain (loss)		5,157			(9,451	)
Regular contributions by employer		391			441
Deficiency contributions by employer		525			–
Contributions by employees		15			18
Benefits paid		(1,948	)		(1,741	)
Exchange differences		4			17
Closing fair value of plan assets		35,429			29,353

BT GROUP PLC ANNUAL REPORT & FORM 20-F     129

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

29. Retirement benefit plans continued

The BTPS assets are invested in UK and overseas equities, UK and overseas properties, fixed interest and index-linked securities, alternative assets, deposits and short-term investments. At 31 March 2010 and 31 March 2009, the scheme’s assets did not include any ordinary shares of the company. However, the scheme held £52m (2009: £65m) of bonds and £6m (2009: £5m) of index-linked notes issued by the group. The group occupies four (2009: two) properties owned by the BTPS on which an annual rental of £0.2m is payable (2009: £0.1m).

     The Trustee’s main investment objective is to ensure that over the long-term, and after allowing for all future income, the BTPS will always have sufficient liquid resources to meet the cost of benefit payments to be made as they fall due. The strategic allocation of assets between different classes of investment is reviewed regularly and is a key factor in the Trustee’s investment policy. The targets set reflect the Trustee’s views on the appropriate balance to be struck between seeking high returns and incurring risk, and on the extent to which the assets should be distributed to match its liabilities. The targets are a long-term aim to be achieved over a period as and when favourable opportunities arise. Current market conditions and trends are continuously assessed and short-term tactical shifts in asset allocation may be made around the long-term strategic target, for example, by using stock index future contracts.

     The BTPS uses financial instruments to manage interest rate risk, liquidity risk and foreign currency risk. Exposure to interest rate fluctuations on its borrowings and deposits is managed by using interest rate swaps. Liquidity risk is managed by maintaining a balance between continuity of funding and flexibility through the use of borrowings with a range of maturities. The BTPS has significant investments overseas, as a result of which the value of the scheme’s assets can be significantly affected by movements in foreign currencies against Sterling. A portion of the exposure to foreign currencies embedded in the overseas assets is hedged back into Sterling to remove some of the currency risk.

     The assumptions for the expected long-term rate of return and the fair values of the assets of the BTPS at 31 March were:

	At 31 March 2010								At 31 March 2009
	Expected								Expected
	long-term								long-term
	rate of return								rate of return
	(per annum)				Asset fair value		Target		(per annum)				Asset fair value		Target
	%		£bn		%		%		%		£bn		%		%
UK equities		8.5		3.6		10		11		8.5		3.2		11		11
Non-UK equities		8.5		7.5		21		22		8.5		5.9		20		22
Fixed-interest securities		5.0		5.9		17		20		5.9		6.6		22		20
Index-linked securities		4.2		5.8		16		15		4.0		4.4		15		15
Property		7.7		3.8		11		12		7.0		3.2		11		12
Alternative assets		6.9		5.9		17		20		7.0		5.2		18		20
Cash and other		4.2		2.8		8		–		3.5		0.8		3		–
		6.5		35.3		100		100		6.7		29.3		100		100

The assumption for the expected return on scheme assets is a weighted average based on the assumed expected return for each asset class and the proportions held of each asset class at the beginning of the year. The expected returns on fixed interest and index-linked securities are based on the gross redemption yields at the start of the year. Expected returns on equities, property and alternative asset classes are based on a combination of an estimate of the risk premium above yields on government bonds, consensus economic forecasts of future returns and historical returns. Alternative asset classes include commodities, hedge funds, private equity, infrastructure and credit opportunities. The long-term expected rate of return on investments does not affect the level of the obligation but does affect the expected return on pension scheme assets within the net finance expense.

     The history of experience gains and losses are as follows:

	2010			2009			2008			2007			2006
	£m			£m			£m			£m			£m
Present value of defined benefit obligation		(43,293	)		(33,326	)		(34,669	)		(38,779	)		(38,187	)
Fair value of plan assets		35,429			29,353			37,448			38,390			35,640
Net pension (obligation) asset		(7,864	)		(3,973	)		2,779			(389	)		(2,547	)
Experience adjustment on defined benefit obligation – gain (loss)		1,632			(238	)		(22	)		190			(527	)
Percentage of the present value of the defined benefit obligation		3.8%			0.7%			0.1%			0.5%			1.4%
Experience adjustment on plan assets – gain (loss)		5,157			(9,451	)		(2,572	)		993			4,855
Percentage of the plan assets		14.6%			32.2%			6.9%			2.6%			13.6%

The group expects to contribute approximately £669m to the BTPS in 2011, including deficiency contributions of £525m.

130     BT GROUP PLC ANNUAL REPORT & FORM 20-F

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29. Retirement benefit plans continued

Sensitivity analysis of the principal assumptions used to measure BTPS liabilities

The assumed discount rate, life expectancy and salary increases all have a significant effect on the measurement of scheme liabilities. The following table shows the sensitivity of the valuation of the pension obligations, and of the prospective 2011 income statement charge, to changes in these assumptions:

	Decrease			Decrease			Decrease
	(increase) in			(increase) in			(increase) in net
	liability			service cost			finance expense
	£bn			£m			£m
0.25 percentage point increase to:
– discount rate		1.6			15			(15	)
– salary increases		(0.2	)		–			(15	)
Additional 1 year increase to life expectancy		(1.0	)		(10	)		(55	)
0.1 percentage point increase in expected return on assets		–			–			35

The sensitivities relating to the discount rate, inflation rate and expected return on assets in respect of the pension cost elements in the income statement are shown for information only. The amounts that will be recognised in the income statement in 2011 are derived from market conditions at 1 April 2010. Subsequent changes in market conditions will have no effect on the income statement in 2011 and will be reflected as actuarial gains and losses in the Statement of comprehensive income.

Funding valuation and future funding obligations

A triennial valuation is carried out for the independent Trustee by a professionally qualified independent actuary, using the projected unit credit method. The purpose of the valuation is to design a funding plan to ensure that present and future contributions should be sufficient to meet future liabilities. The funding valuation is based on prudent assumptions and is performed at 31 December as this is the financial year end of the BTPS.

     The valuation basis for funding purposes is broadly as follows:

4	scheme assets are valued at market value at the valuation date; and
4	scheme liabilities are measured using a projected unit credit method and discounted to their present value.

     The outcome of the latest triennial actuarial funding valuation at 31 December 2008 was announced on 11 February 2010, together with the agreement between BT and the Trustee of the BTPS to a recovery plan to make good the £9.0bn funding deficit. Whilst the valuation and the recovery plan have been agreed with the Trustee, they are currently under review by the Pensions Regulator. However, the Pensions Regulator’s initial view is that they have substantial concerns with certain features of the agreement. BT and the Trustee continue to work with the Pensions Regulator to help them complete their detailed review. The Pensions Regulator has indicated it will discuss its position with us once they have completed their review. Accordingly, as matters stand, it is uncertain as to whether the Pensions Regulator will take any further action. This uncertainty is outside of our control. Since the valuation date the scheme’s assets have increased by £4.1bn and the Trustee estimates that if the funding valuation was performed at 31 December 2009 the deficit would have been about £7.5bn on this prudent valuation basis.

     The last two triennial valuations were determined using the following long-term assumptions:

	Real rates (per annum)				Nominal rates (per annum)
	2008		2005		2008		2005
	valuation		valuation		valuation		valuation
	%		%		%		%
Discount rate
Pre retirement liabilities		3.65		3.06		6.76		5.84
Post retirement liabilities		2.15		1.79		5.21		4.54
Average increase in retail price index		–		–		3.00		2.70
Average future increases in wages and salaries		–		0.75		3.00		3.47
Average increase in pensions		–		–		3.00		2.70

At 31 December 2008 the assets of the BTPS had a market value of £31.2bn (2005: £34.4bn) and were sufficient to cover 77.6% (2005: 90.9%) of the benefits accrued by that date. This represented a funding deficit of £9.0bn compared with £3.4bn at 31 December 2005. The funding valuation uses prudent assumptions. In the three years ended 31 December 2008, the decline in the market value of assets combined with longer life expectancy assumptions significantly increased the funding deficit, although the impact on the liabilities was reduced by the higher discount rate and favourable experience compared to other actuarial assumptions used at 31 December 2005.

     Following the agreement of the valuation the ordinary contributions rate reduced to 13.6% of pensionable salaries (including employee contributions) from 19.5%, reflecting the implementation of benefit changes with effect from 1 April 2009, following the UK pensions review. In addition, the group will make deficit payments of £525m per annum for the first three years of the 17 year recovery plan, the first payment of which was made in December 2009. The payment in the fourth year will be £583m, then increasing at 3% per annum. The payments in years four to 17 are equivalent to £533m per annum in real terms. Under the 2005 valuation deficit contributions were £280m per annum for 10 years. In 2010, the group made regular contributions of £384m (2009: £433m) and deficit contributions of £525m. No deficit contributions were made in 2009 as they were paid in advance during 2008.

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FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

29. Retirement benefit plans continued

Other features of the legal agreements with the Trustee for BT providing support to the scheme are:

4	In the event that cumulative shareholder distributions exceed cumulative total pension contributions over the three year period to 31 December 2011, then BT will make additional matching contributions to the scheme. Total pension contributions (including regular contributions) are expected to be approximately £2.4bn over the three financial years.
4	In the event that BT generates net cash proceeds greater than £1bn from disposals and acquisitions in any 12 month period to 31 December 2011 then BT will make additional contributions to the scheme equal to one third of those net cash proceeds.
4	A negative pledge that provides comfort to the scheme that future creditors will not be granted superior security to the scheme in excess of a £1.5bn threshold.

     The intention is for there to be sufficient assets in the scheme to pay pensions now and in the future. Without any further contribution from the company, it is estimated that at 31 December 2008, the assets of the scheme would have been sufficient to provide around 57% of the members’ benefits with an insurance company.

     If the group were to become insolvent, however, there are a number of additional protections available to members. Firstly, there is the Crown Guarantee which was granted when the group was privatised in 1984. The scope and extent of the Crown Guarantee is being confirmed by the Trustee through the courts. This applies, on a winding up of the group, as a minimum to pension entitlements for anyone who joined the scheme before 6 August 1984, and to payments to beneficiaries of such persons. Secondly, the Pension Protection Fund (PPF) may take over the scheme and pay certain benefits to members. There are limits on the amounts paid by the PPF and this would not give exactly the same benefits as those provided by the scheme.

     Under the terms of the Trust Deed that governs the BTPS, the group is required to have a funding plan that should address the deficit over a maximum period of 20 years. The BTPS was closed to new entrants on 31 March 2001 and the age profile of active members will consequently increase. Under the projected unit credit method, the current service cost, as a proportion of the active members’ pensionable salaries, is expected to increase as the members of the scheme approach retirement. Despite the scheme being closed to new entrants, the projected payment profile extends over more than 60 years.

30. Share-based payments

The total charge recognised in 2010 in respect of share-based payments was £71m (2009: £141m, 2008: £73m).

     The company has an employee share investment plan and savings-related share option plans for its employees and those of participating subsidiaries, further share option plans for selected employees and an employee stock purchase plan for employees in the United States. It also has several share plans for executives. All share-based payment plans are equity settled and details of these plans and an analysis of the total charge by type of award is set out below.

	2010		2009		a	2008		a
Year ended 31 March	£m		£m			£m
Employee Sharesave Plan		25		107			29
Allshare International		2		2			2
Employee Stock Purchase Plan		1		–			1
Incentive Share Plan		29		18			26
Deferred Bonus Plan		13		12			12
Retention Share Plan		1		2			3
		71		141			73

^a Restated for the adoption of the amendment to IFRS 2 ‘Share-based payment – vesting conditions and cancellations’. See page 94.

Share options

BT Group Employee Sharesave Plans

There is an HMRC approved savings related share option plan, under which employees save on a monthly basis, over a three or five-year period, towards the purchase of shares at a fixed price determined when the option is granted. This price is usually set at a 20% discount to the market price for five year plans and 10% for three year plans. The options must be exercised within six months of maturity of the savings contract, otherwise they lapse. Similar plans operate for BT’s overseas employees.

Employee Stock Purchase Plan

The BT Group Employee Stock Purchase Plan (ESPP), for employees in the US, enables participants to purchase American Depositary Shares (ADSs) quarterly at a price which is 85% of the fair market price of an ADS at the end of each quarterly purchase period.

132     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

30. Share-based payments continued

The following are legacy option plans which are no longer operated by the group:

BT Group Global Share Option Plan (GSOP)

The options granted in previous years were exercisable on the third anniversary of the date of grant, subject to continued employment and meeting corporate performance targets. Options must be exercised within ten years of the grant date.

BT Group Legacy Option Plan (GLOP)

On the demerger of 0₂, BT’s share option plans ceased to operate and were replaced by similar BT Group Employee Sharesave plans and the BT Group GSOP. The BT GLOP was launched on 17 December 2001 following the scheme of arrangement and demerger of 0₂ in November 2001, and is therefore outside the scope of IFRS 2. The options were exercisable subject to continued employment and meeting corporate performance targets. Options must be exercised within 10 years of the original grant date.

Share plans

Employee Share Investment Plan (ESIP)

The ESIP is an HMRC approved plan. It allows BT employees to buy shares with contributions of up to £1,500 per tax year out of gross pay (directshare) and allows BT to provide free shares to UK employees which are held in trust for at least three years (allshare). In 2008, allshare was replaced by free broadband for all BT employees in the UK. Employees outside the UK continue to receive awards of shares where practicable, otherwise they will receive awards equivalent to the value of free shares.

     During 2010, 13.7m directshare shares (2009: 10.7m directshare shares), were purchased by the Trustee of the ESIP on behalf of 19,730 (2009: 20,384) employees at a total cost of £15.0m (2009: £16.4m). A further 1.0m shares (2009: 3.3m shares) were purchased by the Trustee through dividend reinvestment on behalf of 20,120 (2009: 21,782) allshare and directshare employee participants. At 31 March 2010 79.2m shares (2009: 75.9m shares) were held in trust on behalf of 68,444 participants (2009: 76,678).

Incentive Share Plan, Retention Share Plan and Deferred Bonus Plan

Under the BT Group Incentive Share Plan (ISP), participants are only entitled to these shares in full at the end of a three-year period if the company has met the relevant pre-determined corporate performance measure and if the participants are still employed by the group. In 2010, the corporate performance measure for the ISP was amended. For all ISP awards made in 2010, 50% of each share award is linked to a total shareholder return target (TSR) for a revised comparator group of companies from the beginning of the relevant performance period and the remaining 50% is linked to a three year cumulative free cash flow measure. The revised comparator group contains European telecommunications companies and companies which are either similar in size or market capitalisation and/or have a similar business mix and spread to BT. For ISP awards in prior periods, a single corporate performance measure was used, being BT’s TSR measured against a comparator group of companies from the European telecommunications sector.

     Under the BT Group Retention Share Plan (RSP), the length of retention period before awards vest is flexible. Awards may vest annually in tranches. The shares are transferred at the end of a specified period, only if the employee is still employed by the group.

     Under the BT Group Deferred Bonus Plan (DBP) awards are granted annually to selected employees of the group. Shares in the company are transferred to participants at the end of three years if they continue to be employed by the group throughout that period.

     In accordance with the terms of the ISP, RSP and DBP, dividends or dividend equivalents earned on shares during the conditional periods are reinvested in company shares for the potential benefit of the participants.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     133

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

30. Share-based payments continued

Share option plans

Activity relating to share options during 2010, 2009 and 2008 is shown below.

	Employee Sharesave									GSOP and GLOP
	2010			2009			2008			2010			2009			2008
Movement in the number of share options:	millions			millions			millions			millions			millions			millions
Outstanding at the beginning of the year		136			281			272			42			46			103
Granted		490			339			54			–			–			–
Forfeited		(44	)		(390	)		(15	)		(4	)		(3	)		(10	)
Exercised		(1	)		(80	)		(28	)		–			(1	)		(14	)
Expired		(47	)		(14	)		(2	)		–			–			(33	)
Outstanding at the end of the year		534			136			281			38			42			46
Exercisable at the end of the year		1			1			2			38			42			46
Weighted average exercise price:
Outstanding at the beginning of the year		160	p		180	p		165	p		256	p		257	p		227	p
Granted		63	p		135	p		269	p		–			–			–
Forfeited		107	p		153	p		208	p		263	p		199	p		251	p
Exercised		125	p		155	p		188	p		–			196	p		198	p
Expired		150	p		178	p		179	p		–			–			199	p
Outstanding at the end of the year		76	p		160	p		180	p		255	p		256	p		257	p
Exercisable at the end of the year		163	p		195	p		158	p		255	p		256	p		257	p

The weighted average share price for options exercised during the year was 136p (2009: 180p, 2008: 293p). The following table summarises information relating to options outstanding and exercisable under all share option plans at 31 March 2010, together with their exercise prices and dates:

				Number of		Number of
	Exercise			outstanding		exercisable
	price			options		options
Normal dates of vesting and exercise (based on calendar years)	per share			millions		millions
BT Group Employee Sharesave Plans
2010		171p–294	p		16		1
2011		137p–208	p		12		–
2012		68p–262	p		143		–
2013		185	p		8		–
2014		61p–111	p		355		–
Total					534		1
BT Group Legacy Option Plan
2001-2011		318p–648	p		8		8
Total					8		8
BT Group Global Share Option Plan
2004-2014		176p–199.5	p		24		24
2005-2015		179p–263	p		6		6
Total					30		30
Total options					572		39

134     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

30. Share-based payments continued

The options outstanding under all share option plans at 31 March 2010, have weighted average remaining contractual lives as follows:

Employee Sharesave

GSOP and GLOP

Weighted

Number of

Weighted

Weighted

Number of

Weighted

average

outstanding

average

average

outstanding

average

Range of exercise

exercise

options

contractual

Range of exercise

exercise

options

contractual

prices

price

millions

remaining life

prices

price

millions

remaining life

61p–68p

63p

465

48 months

–

–

–

–

100p – 199p

143p

57

32 months

150p-317p

198p

30

52 months

200p – 300p

242p

12

26 months

318p-650p

424p

8

8 months

Total

534

38

Executive share plans

Movements in executive share plans during 2010 are shown below:

		Millions of shares
	ISP			DBP			RSP			Total
At 1 April 2009		75.2			15.5			1.5			92.2
Awards granted		50.0			4.5			0.3			54.8
Awards vested		–			(5.0	)		(0.6	)		(5.6	)
Awards lapsed		(28.4	)		(1.1	)		–			(29.5	)
Dividend shares reinvested		2.4			0.4			–			2.8
At 31 March 2010		99.2			14.3			1.2			114.7

At 31 March 2010 1.1m shares (2009: 1.3m) were held in trust and 113.6m shares (2009: 90.9m) were held in treasury for executive share plans.

Fair value

The following table summarises the fair values and key assumptions used for grants made under the Employee Sharesave plans and ISP in 2010, 2009 and 2008.

2010

2009

2008

Employee

Employee

Employee

Year ended 31 March

Sharesave

ISP

Sharesave

ISP

Sharesave

ISP

Weighted average fair value

14p

106p

27p

47p

71p

182p

Weighted average share price

80p

131p

152p

199p

329p

306p

Weighted average exercise price

63p

–

135p

–

269p

–

Expected dividend yield

5.7%–6.4%

6.5%

4.6%–6.4%

4.9%

5.5%

5.5%

Risk free rates

2.2%–2.8%

2.5%

2.1%–5.5%

5.2%

5.8%

5.8%

Expected volatility

26.9%–30.7%

38.5%

20.7%–28.4%

23.3%

22.0%

18.0%

Employee Sharesave grants, under the BT Group Employee Sharesave and the BT Group International Employee Sharesave option plans, are valued using a Binomial option pricing model. Awards under the ISP are valued using Monte Carlo simulations. TSRs were generated for BT and the comparator group at the end of the three year performance period, using each company’s volatility and dividend yield, as well as the cross correlation between pairs of stocks.

     Volatility has been determined by reference to BT’s historical volatility which is expected to reflect the BT share price in the future. An expected life of three months after vesting date is assumed for Employee Sharesave options and for all other awards the expected life is equal to the vesting period. The risk free interest rate is based on the UK gilt curve in effect at the time of the grant, for the expected life of the option or award.

     The fair values for the RSP and DBP were determined using the market price of the shares at the date of grant. The weighted average share price for RSP awards granted in 2010 was 104p (2009: 151p, 2008: 310p). The weighted average share price for DBP awards granted in 2010 was 131p (2009: 203p, 2008: 319p).

BT GROUP PLC ANNUAL REPORT & FORM 20-F     135

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

31. Audit and non-audit services

The following fees for audit and non-audit services were paid or are payable to the company’s auditors, PricewaterhouseCoopers LLP, for the three years ended 31 March 2010.

	2010		2009		2008
Year ended 31 March	£000		£000		£000
Audit services
Fees payable to the company’s auditor and its associates for the audit of parent company and consolidated financial statements		2,585		2,831		2,990
Non-audit services
Fees payable to the company’s auditor and its associates for other services:
– The audit of the company’s subsidiaries pursuant to legislationa		4,732		4,675		3,848
– Other services pursuant to legislationa		867		1,211		1,590
– Tax services		792		1,247		727
– Services relating to corporate finance transactionsb		–		32		549
– All other services		941		887		527
		9,917		10,883		10,231

a	These services are audit services as defined by the Public Company Accounting Oversight Board AU Section 550 (PCAOB AU Section 550).
b	These services are audit related services as defined by the PCAOB AU Section 550.

Audit services represents fees payable for services in relation to the audit of the parent company and the consolidated financial statements and also includes fees for reports under section 404 of the US Public Company Accounting Reform and Investor Protection Act of 2002 (Sarbanes-Oxley).

     The audit of the company’s subsidiaries pursuant to legislation represents fees payable for services in relation to the audit of the financial statements of subsidiary companies.

     Other services pursuant to legislation represents fees payable for services in relation to other statutory filings or engagements that are required to be carried out by the appointed auditor. In particular, this includes fees for audit reports issued on the group’s regulatory financial statements.

     Tax services represents fees payable for tax compliance and advisory services.

     Services relating to corporate finance transactions represent fees payable in relation to due diligence work completed on acquisitions and disposals.

     All other services represents fees payable for non regulatory reporting on internal controls and other advice on accounting or financial matters.

     The audit fee of the company was £41,000 (2009: £41,000, 2008: £40,000).

     In order to maintain the independence of the external auditors, the Board has determined policies as to what non audit services can be provided by the company’s external auditors and the approval processes related to them. Under those policies, work of a consultancy nature will not be offered to the external auditors unless there are clear efficiencies and value-added benefits to the company.

136     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

32. Financial instruments and risk management

The group issues or holds financial instruments mainly to finance its operations; to finance corporate transactions such as dividends, share buy backs and acquisitions; for the temporary investment of short-term funds; and to manage the currency and interest rate risks arising from its operations and from its sources of finance. In addition, various financial instruments, for example trade receivables and trade payables, arise directly from the group’s operations.

Funding and exposure management

The group finances its operations primarily by a mixture of issued share capital, retained profits, deferred taxation and long-term and short-term borrowing. The group borrows in the major long-term bond markets in major currencies and typically, but not exclusively, these markets provide the most cost effective means of long-term borrowing. The group uses derivative financial instruments primarily to manage its exposure to changes in interest and foreign exchange rates against these borrowings. The derivatives used for this purpose are principally interest rate swaps, cross currency swaps and forward currency contracts. The group also uses forward currency contracts to hedge some of its currency exposures arising from funding its overseas operations, acquisitions, overseas assets, liabilities and forward purchase commitments. The group does not hold or issue derivative financial instruments for trading purposes. All transactions in derivative financial instruments are undertaken to manage the risks arising from underlying business activities.

Treasury operations

The group has a centralised treasury operation whose primary role is to manage liquidity, funding, investments and counterparty credit risk arising from transactions with financial institutions. This treasury operation also manages the group’s market risk exposures, including risks arising from volatility in currency and interest rates. The treasury operation acts as a central bank to members of the group providing central deposit taking, funding and foreign exchange management services. Funding and deposit taking is usually provided in the functional currency of the relevant entity. The treasury operation is not a profit centre and its objective is to manage financial risk at optimum cost.

Treasury policy

The Board sets the policy for the group’s treasury operation and its activities are subject to a set of controls commensurate with the magnitude of the borrowings and investments and group wide exposures under its management. The Board has delegated its authority to operate these polices to a series of panels that are responsible for the management of key treasury risks and operations. Appointment to and removal from the key panels requires approval from two of the Chairman, the Chief Executive or the Group Finance Director. The key policies defined by the Board are highlighted in each of the sections below.

     The financial risk management of exposures arising from trading related financial instruments, primarily trade receivables and trade payables, is through a series of policies and procedures set at a group and line of business level. Line of business management apply these policies and procedures and perform review processes to assess and manage financial risk exposures arising from these financial instruments.

     There has been no change in the nature of the group’s risk profile between 31 March 2010 and the date of approval of these financial statements.

Capital management

The objective of the group’s capital management policy is to reduce net debt whilst investing in the business, supporting the pension scheme and delivering progressive dividends. In order to meet this objective, the group may issue or repay debt, issue new shares, repurchase shares, or adjust the amount of dividends paid to shareholders. The group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the group. The Board regularly reviews the capital structure. No changes were made to the group’s objectives and processes during 2010 and 2009.

     The group’s capital structure consists of net debt, committed facilities and shareholders’ equity (excluding the cash flow reserve). The following analysis summarises the components which the group manages as capital:

	2010			2009			2008
At 31 March	£m			£m			£m
Total parent shareholders’ (deficit) equity (excluding cash flow reserve)		(2,797	)		(421	)		5,252
Net debt		9,283			10,361			9,460
Committed facilities		1,500			2,300			2,335
Total capital		7,986			12,240			17,047

Interest rate risk management

Management policy

The group has interest bearing financial assets and financial liabilities which may expose the group to either cash flow or fair value volatility. The group’s policy, as prescribed by the Board, is to ensure that at least 70% of net debt is at fixed rates. Short-term interest rate management is delegated to the treasury operation whilst long-term interest rate management decisions require further approval from the Group Finance Director, Director Treasury, Tax and Risk Management or the Treasurer who have been delegated such authority by the Board.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     137

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

32. Financial instruments and risk management continued

Hedging strategy

In order to manage the group’s interest rate mix profile, the group has entered into swap agreements with commercial banks and other institutions to vary the amounts and periods for which interest rates on borrowings are fixed. Under cross currency swaps, the group agrees with other parties to exchange, at specified intervals, US Dollar and Euro fixed rates into either fixed or floating Sterling interest amounts calculated by reference to an agreed notional principal amount. Under Sterling interest rate swaps, the group agrees with other parties to exchange, at specified intervals, the differences between fixed rate and floating rate Sterling interest amounts calculated by reference to an agreed notional principal amount. The group uses a combination of these derivatives to primarily fix its interest rates.

     The majority of the group’s long-term borrowings have been, and are, subject to fixed Sterling interest rates after applying the impact of hedging instruments. Outstanding currency and interest rate swaps at 31 March 2010 are detailed in the Hedging activities and Other derivatives sections below.

     At 31 March 2010 the group’s fixed floating interest rate profile, after hedging, on gross debt was 91:9 (2009: 87:13).

Sensitivities

The group is exposed to volatility in the income statement and shareholders’ equity arising from changes in interest rates. To demonstrate this volatility, management have concluded that a 100 basis point increase (2009: 100 basis point increase) in interest rates and parallel shift in yield curves across Sterling, US Dollar and Euro currencies is a reasonable benchmark for performing a sensitivity analysis. All adjustments to interest rates for the impacted financial instruments are assumed to take effect from the respective balance sheet date.

     After the impact of hedging, the group’s main exposure to interest rate volatility in the income statement arises from fair value movements on derivatives not in hedging relationships and on variable rate borrowings and investments which are largely influenced by Sterling interest rates. Trade payables, trade receivables and other financial instruments do not present a material exposure to interest rate volatility. With all other factors remaining constant and based on the composition of net debt at 31 March 2010, a 100 basis point increase (2009 and 2008: 100 basis point increase) in Sterling interest rates would decrease the group’s annual net finance expense by approximately £17m (2009: £5m, 2008: £5m).

     The group’s main exposure to interest rate volatility within shareholders’ equity, as defined in IFRS 7, arises from fair value movements on derivatives held in the cash flow reserve. The derivatives have an underlying interest rate exposure to Sterling, Euro and US Dollar rates. With all other factors remaining constant and based on the composition of derivatives included in the cash flow reserve at the balance sheet date, a 100 basis point increase (2009 and 2008: 100 basis point increase) in interest rates in each of the currencies would impact equity, before tax, as detailed below:

	2010			2009			2008
	£m			£m			£m
	Charge			Charge			Charge
At 31 March	(credit)			(credit)			(credit)
Sterling interest rates		496			550			470
US Dollar interest rates		(392	)		(538	)		(347	)
Euro interest rates		(134	)		(149	)		(90	)

The impact as a result of a 100 basis point decrease in interest rates would have broadly the same impact in the opposite direction.

     The long-term debt instruments which the group issued in December 2000 and February 2001 both contained covenants providing that if the BT Group credit rating were downgraded below A3 in the case of Moody’s or below A– in the case of Standard & Poor’s (S&P), additional interest would accrue from the next coupon period at a rate of 0.25 percentage points for each ratings category adjustment by each ratings agency. In February 2010 S&P downgraded BT’s credit rating to BBB–. Prior to this in March 2009, Moody’s and S&P downgraded BT’s credit rating to Baa2 and BBB, respectively. Based on the total debt of £4.4bn outstanding on these instruments at 31 March 2010, the group’s finance expense would increase/decrease by approximately £9m in the year ending 31 March 2011 if BT’s credit rating were to be downgraded/upgraded respectively by one credit rating category by both agencies below a long-term debt rating of Baa2/BBB–.

     In addition, the group’s €600m 2014 bond issued in June 2009 would attract an additional 1.25 percentage points for a downgrade by one credit rating category by both Moody’s and S&P below Baa3/BBB–, respectively. This would result in an additional finance expense of £5m in the year ending 31 March 2011.

Foreign exchange risk management

Management policy

The purpose of the group’s foreign currency hedging activities is to protect the group from the risk that the eventual net inflows and net outflows will be adversely affected by changes in exchange rates. The Board’s policy for foreign exchange risk management defines the types of transactions which should normally be covered, including significant operational, funding and currency interest exposures, and the period over which cover should extend for the different types of transactions. Short-term foreign exchange management is delegated to the treasury operation whilst long-term foreign exchange management decisions require further approval from the Group Finance Director, Director Treasury, Tax and Risk Management or the Treasurer who have been delegated such authority by the Board. The policy delegates authority to the Director Treasury, Tax and Risk Management to take positions of up to £100m and for the Group Finance Director to take positions of up to £1bn.

138     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

32. Financial instruments and risk management continued

Exposure and hedging

A significant proportion of the group’s current revenue is invoiced in Sterling, and a significant element of its operations and costs arise within the UK. The group’s overseas operations generally trade and are funded in their functional currency which limits their exposure to foreign exchange volatility. The group’s foreign currency borrowings, which totalled £9.4bn at 31 March 2010 (2009: £9.9bn), are used to finance its operations and have been predominantly swapped into Sterling using cross currency swaps. The group also enters into forward currency contracts to hedge foreign currency investments, interest expense, capital purchases and purchase and sale commitments on a selective basis. The commitments hedged are principally denominated in US Dollar, Euro and Asia Pacific region currencies. As a result, the group’s exposure to foreign currency arises mainly on its non UK subsidiary investments and on residual currency trading flows.

Sensitivities

After hedging, with all other factors remaining constant and based on the composition of assets and liabilities at the balance sheet date, the group’s exposure to foreign exchange volatility in the income statement from a 10% strengthening/weakening in Sterling against other currencies would result in a credit/charge respectively of approximately £26m (2009: approximately £20m).

     The group’s main exposure to foreign exchange volatility within shareholders’ equity (excluding translation exposures) arises from fair value movements on derivatives held in the cash flow reserve. The majority of foreign exchange fluctuations in the cash flow reserve are recycled immediately to the income statement to match the hedged item and therefore the group’s exposure to foreign exchange fluctuations in equity would be insignificant in both 2010 and 2009.

     Outstanding cross currency swaps at 31 March 2010 are detailed in the Hedging activities and Other derivatives sections below.

Credit risk management

Treasury management policy

The group’s exposure to credit risk arises from financial assets transacted by the treasury operation (primarily derivatives, investments, cash and cash equivalents) and from its trading related receivables. For treasury related balances, the Board’s defined policy restricts exposure to any one counterparty by setting credit limits based on the credit quality as defined by Moody’s and Standard and Poor’s and by defining the types of financial instruments which may be transacted. The minimum credit ratings permitted with counterparties are A3/A– for long-term and P1/A1 for short-term investments. The treasury operation continuously reviews the limits applied to counterparties and will adjust the limit according to the nature and credit standing of the counterparty up to the maximum allowable limit set by the Board. Management review significant utilisations on a regular basis to determine the adjustments required, if any, and actively manage any exposures which may arise. Where multiple transactions are undertaken with a single counterparty, or group of related counterparties, the group may enter into netting arrangements to reduce the group’s exposure to credit risk. The group makes use of standard International Swaps and Derivative Association (ISDA) documentation. In addition, where possible the group will seek a combination of a legal right of set off and net settlement. The group also seeks collateral or other security where it is considered necessary. The treasury operation regularly reviews the credit limits applied when investing with counterparties in response to market conditions and continues to monitor their credit quality and actively manage any exposures which arise.

Exposures

The maximum credit risk exposure of the group’s financial assets at the balance sheet date are as follows:

	2010		2009		2008
At 31 March	£m		£m		£m
Derivative financial assets		1,700		2,700		387
Investments		470		218		471
Trade and other receivablesa		2,947		3,101		3,193
Cash and cash equivalents		1,452		1,300		1,435
Total		6,569		7,319		5,486

^a The carrying amount excludes £749m (2009: £1,084m, 2008: £1,256m) of current and £336m (2009: £322m, 2008: £854m) of non current trade and other receivables which relate to non financial assets.

Note 19 discloses the credit concentration and credit quality of derivative financial assets. The majority of these derivatives are in designated cash flow hedges. With all other factors remaining constant and based on the composition of net derivative financial assets at 31 March 2010, a 100 basis point shift in yield curves across each of the ratings categories within which these derivative financial assets are classified would change their carrying values and impact equity, before tax, as follows:

	Impact of 100 basis			Impact of 100 basis
	point increase			point decrease
At 31 March 2010	£m			£m
Moody’s/S&P credit rating
Aa2/AA		(3	)		4
Aa3/AA–		(26	)		30
A1/A+		(89	)		104
A2/A		(102	)		122
		(220	)		260

The credit quality of other treasury related financial assets is disclosed in notes 10 and 14.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     139

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

32. Financial instruments and risk management continued

Operational management policy

The group’s credit policy for trading related financial assets is applied and managed by each of the lines of business to ensure compliance. The policy requires that the creditworthiness and financial strength of customers is assessed at inception and on an ongoing basis. Payment terms are set in accordance with industry standards. The group will also enhance credit protection when appropriate, taking into consideration the customer’s exposure to the group, by applying processes which include netting and off setting, and requesting securities such as deposits, guarantees and letters of credit. The group takes proactive steps to minimise the impact of adverse market conditions on trading related financial assets. The concentration of credit risk for trading balances of the group is provided in note 17 which analyses outstanding balances by line of business and reflects the nature of customers in each line of business.

Liquidity risk management

Management policy

The group ensures its liquidity is maintained by entering into short, medium and long-term Financial instruments to support operational and other funding requirements. On at least an annual basis the Board reviews and approves the maximum long-term funding of the group and on an ongoing basis considers any related matters. Short and medium-term requirements are regularly reviewed and managed by the treasury operation within the parameters of the policies set by the Board.

     The group’s liquidity and funding management process includes projecting cash flows and considering the level of liquid assets in relation thereto, monitoring balance sheet liquidity and maintaining a diverse range of funding sources and back up facilities. The Board reviews forecasts, including cash flow forecasts, on a quarterly basis. The treasury operation reviews cash flows more frequently to assess the short and medium-term requirements. These assessments ensure the group responds to possible future cash constraints in a timely manner. Liquid assets surplus to the immediate operating requirements of the group are generally invested and managed by the treasury operation. Requests from group companies for operating finance are met whenever possible from central resources.

Liquidity position

	2010		2009		2008
At 31 March	£m		£m		£m
Net debt		9,283		10,361		9,460

During 2010, the group’s net debt decreased from £10.4bn to £9.3bn primarily driven by higher free cash flow partially offset by the pension deficit payment of £525m in December 2010. During 2010, debt amounting to £1bn matured consisting of £0.7bn of commercial paper and £0.3bn of long-term debt. This was offset by new issuance of a €600m bond at 6.125% repayable in 2014 which was swapped into £520m at a fixed semi-annual rate of 6.8%. During 2009, the group’s net debt increased from £9.5bn to £10.4bn primarily driven by lower free cash flow being exceeded by dividend and share buy back payments. During 2009, debt amounting to £0.9bn matured consisting of bank notes and Sterling floating notes. This was offset by new issuances of £1.5bn mainly consisting of a €1bn bond at 6.5% repayable in 2015, which was swapped into £0.8bn at an average annualised Sterling interest rate of 7.7%, and commercial paper. In addition, investments of £0.3bn matured.

     During 2010 and 2009 the group issued commercial paper and held cash, cash equivalents and current asset investments in order to manage short-term liquidity requirements. At 31 March 2010 the group had an undrawn committed borrowing facility of £1.5bn (2009: £1.5bn). The facility is available for the period to January 2013. The group had an additional undrawn committed borrowing facility of £900m which expired in March 2010.

     Refinancing risk is managed by limiting the amount of borrowing that matures within any specified period and having appropriate strategies in place to manage refinancing needs as they arise. The group has two significant term debt maturities during the 2011 financial year. In December 2010 the group’s US Dollar 8.625% note matures with a principal of $2,883m (£1,742m at swapped rates) and in February 2011 a Euro 7.375% note matures with a principal of €1,125m (£758m at swapped rates). The group has built up significant liquidity in anticipation of these maturities which, alongside cash flows generated from operations and the group’s financing strategy, will fund this requirement. In May 2010, the group entered into a £650m two-year facility arrangement. There are no term debt maturities in the 2012 financial year. At 31 March 2010, the group’s credit rating was BBB– with stable outlook with S&P and Baa2 with negative outlook with Moody’s respectively (2009: BBB with stable outlook/Baa2 with negative outlook).

140     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

32. Financial instruments and risk management continued

The group’s remaining contractually agreed cash flows, including interest, associated with financial liabilities based on undiscounted cash flows are as follows:

			Within one			Between			Between			Between			Between
	Carrying		year, or on			one and			two and			three and			four and			After
	amount		demand			two years			three years			four years			five years			five years
Outflow (inflow)d	£m		£m			£m			£m			£m			£m			£m
At 31 March 2010
Loans and borrowings		12,791
Principal				2,937			18			1,763			11			1,213			6,523
Interest				833			581			581			484			484			4,016
Trade and other payablesa		4,672		4,672			–			–			–			–			–
Provisionsb		255		61			37			30			26			45			143
Derivative financial instrument liabilities analysed based on earliest payment datec
Net settled		662		450			78			185			65			(215	)		745
Gross settled		37
Outflow				1,081			–			–			–			–			–
Inflow				(1,074	)		–			–			–			–			–
Total				8,960			714			2,559			586			1,527			11,427
Derivative financial instrument liabilities analysed based on holding instrument to maturity
Net settled		662		193			92			93			92			93			745
Gross settled		37
Outflow				424			20			20			20			20			577
Inflow				(413	)		(21	)		(21	)		(21	)		(21	)		(577	)
			Within one			Between			Between			Between			Between
	Carrying		year, or on			one and			two and			three and			four and			After
	amount		demand			two years			three years			four years			five years			five years
Outflow (inflow)d	£m		£m			£m			£m			£m			£m			£m
At 31 March 2009
Loans and borrowings		13,907
Principal				1,227			3,098			10			1,829			14			7,412
Interest				906			900			649			650			550			5,333
Trade and other payablesa		5,354		5,354			–			–			–			–			–
Provisionsb		166		59			17			15			13			8			119
Derivative financial instrument liabilities analysed based on earliest payment datec
Net settled		762		244			338			28			50			19			30
Gross settled		5
Outflow				414			113			–			–			–			–
Inflow				(409	)		(113	)		–			–			–			–
Total				7,795			4,353			702			2,542			591			12,894
Derivative financial instrument liabilities analysed based on holding instrument to maturity
Net settled		762		117			117			60			60			60			634
Gross settled		5
Outflow				414			113			–			–			–			–
Inflow				(409	)		(113	)		–			–			–			–

a	The carrying amount excludes £1,859m (2009: £1,861m) of current and £804m (2009: £794m) of non current trade and other payables which relate to non financial liabilities.
b	The carrying amount excludes £73m (2009: £195m) of current and £513m (2009: £359m) of non current provisions which relate to non financial liabilities.
c	Certain derivative financial instrument liabilities contain break clauses whereby either the group or bank counterparty can terminate the swap on certain dates and the mark to market position is settled in cash.
d	Foreign currency related cash flows were translated at the closing rate as at the relevant reporting date. Future variable interest rate cash flows were calculated using the most recent rate applied at the relevant balance sheet date.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     141

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

32. Financial instruments and risk management continued

Price risk management

The group has limited exposure to price risk.

Hedging activities

The group had outstanding hedging activities as at 31 March 2010 as follows:

Derivative fair valueb

Notional

Remaining term

Weighted average

Period over

principal

Asset

Liability

of hedging

interest rate on

which forecast

Hedged item

Hedging instruments

Hedge type

£m

£m

£m

instruments

hedging instruments

transaction arises

Euro and US Dollar

Interest rate swaps

Cash flow

2,913

–

361

9 months to 21 years

Sterling receivable at 0.8%

denominated borrowingsa

Sterling payable at 5.9%

Cross currency swaps

Cash flow

7,612

1,571

30

9 months to 21 years

Euro receivable at 6.1%

US Dollar receivable at 7.6%

Sterling payable at 6.3%

Sterling denominated

Interest rate swaps

Fair value

500

–

6

19 years

Sterling receivable at 5.8%

borrowingsa

Sterling payable at 2.2%

Euro and US Dollar step up

Forward currency contracts

Cash flow

247

16

–

3 to 9 months

21 years

interest on currency

rolling basis

denominated borrowingsa

Currency exposures on overseas

Forward currency contracts

Cash flow

161

–

4

1 month

12 months

purchases principally US Dollar

rolling basis

and Asia Pacific currencies

Purchase of US Dollar

Forward currency contracts

Cash flow

180

7

–

1 to 9 months

denominated retail devices

a     See note 18. b     See note 19.

The group had outstanding hedging activities as at 31 March 2009 as follows:

Derivative fair valueb

Notional

Remaining term

Weighted average

Period over

principal

Asset

Liability

of hedging

interest rate on

which forecast

Hedged item

Hedging instruments

Hedge type

£m

£m

£m

instruments

hedging instruments

transaction arises

Euro and US Dollar

Interest rate swaps

Cash flow

2,913

–

446

2 to 22 years

Sterling receivable at 3.0%

denominated borrowingsa

Sterling payable at 5.9%

Cross currency swaps

Cash flow and fair value

7,227

2,559

1

5 months to 22 years

Euro receivable at 6.0%

US Dollar receivable at 7.7%

Sterling payable at 7.2%

Euro and US Dollar step up

Forward currency contracts

Cash flow

223

9

–

3 to 5 months

22 years

interest on currency

rolling basis

denominated borrowingsa

Euro and US Dollar

Forward currency contracts

Cash flow

490

17

–

Less than 3 months

commercial papera

rolling basis

Purchase of US Dollar

Forward currency contracts

Cash flow

48

–

1

Less than 1 month

4 years

denominated fixed assets

Euro deferred consideration

Forward currency contracts

Cash flow

50

1

–

Less than 5 months

on acquisition

a	See note 18.
b	See note 19.

Other derivatives

At 31 March 2010, the group held certain foreign currency forward and interest rate swap contracts which were not in hedging relationships in accordance with IAS 39. Foreign currency forward contracts were economically hedging operational purchases and sales and had a notional principal amount of £189m for purchases of currency (2009: £533m) and had a maturity period of under one month (2009: under nine months). Interest rate swaps not in hedging relationships under IAS 39 had a notional principal amount of £1.9bn (2009: £1.9bn) and mature between 2014 and 2030 (2009: 2014 and 2030). The interest receivable under these swap contracts is at a weighted average rate of 4.2% (2009: 6%) and interest payable is at a weighted average rate of 5.8% (2009: 7.6%). The volatility arising from these swaps is recognised through the income statement but is limited due to a natural offset in their fair value movements. In 2009 the group entered into credit default swap contracts to economically hedge part of its US Dollar denominated derivative financial assets, which had a notional principal of $90m. These derivatives matured in 2010.

142     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

32. Financial instruments and risk management continued

Fair value of financial instruments

The table below discloses the carrying amounts and fair values of all of the group’s financial instruments which are not carried at an amount which approximates to their fair value on the balance sheet at 31 March 2010, 2009 and 2008. The carrying amounts are included in the group balance sheet under the indicated headings. The fair values of listed investments were estimated based on quoted market prices for those investments. The carrying amount of the short-term deposits and investments approximated to their fair values due to the short maturity of the investments held. The carrying amount of trade receivables and payables approximated to their fair values due to the short maturity of the amounts receivable and payable. The fair value of the group’s bonds, debentures, notes, finance leases and other long-term borrowings has been estimated on the basis of quoted market prices for the same or similar issues with the same maturities where they existed, and on calculations of the present value of future cash flows using the appropriate discount rates in effect at the balance sheet dates, where market prices of similar issues did not exist. The fair value of the group’s outstanding swaps and foreign exchange contracts were the estimated amounts, calculated using discounted cash flow models taking into account market rates of interest and foreign exchange at the balance sheet date.

	Carrying amount						Fair value
	2010		2009		2008		2010		2009		2008
At 31 March	£m		£m		£m		£m		£m		£m
Financial liabilities
Listed bonds, debentures and notes		12,157		12,189		9,298		13,304		11,384		9,436
Finance leases		304		332		320		343		366		347
Other loans and borrowings		330		1,386		1,724		354		1,338		1,690

The table below shows certain financial assets and financial liabilities that have been measured at fair value, analysed by the level of valuation method. The three levels of valuation methodology used are:

4	Level 1 – uses quoted prices in active markets for identical assets or liabilities
4	Level 2 – uses inputs for the asset or liability other than quoted prices, that are observable either directly or indirectly
4	Level 3 – uses inputs for the asset or liability that are not based on observable market data such as internal models or other valuation methods.

	Level 1		Level 2		Level 3		Total
At 31 March 2010	£m		£m		£m		£m
Financial assets at fair value
Non current and current derivative financial assets
Derivatives designated as accounting hedges		–		1,594		–		1,594
Other derivatives		–		106		–		106
Total current and non current derivative financial assets (note 19)		–		1,700		–		1,700
Available-for-sale financial assets
Non current and current investments
Liquid investments		–		258		–		258
Other investments		20		–		12		32
Total non current and current investments (note 14)		20		258		12		290
Total financial assets at fair value		20		1,958		12		1,990
Financial liabilities at fair value
Current and non current derivative financial liabilities
Derivatives designated as accounting hedges		–		401		–		401
Other derivatives		–		298		–		298
Total current and non current financial liabilities (note 19)		–		699		–		699
Total financial liabilities at fair value		–		699		–		699

BT GROUP PLC ANNUAL REPORT & FORM 20-F     143

FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

32. Financial instruments and risk management continued

Movements in 2010 for financial instruments measured using Level 3 valuation methods are presented below:

	Other investments
	£m
At 1 April 2009		11
Additions		3
Disposals		(2	)
At 31 March 2010		12

There were no losses recognised in the income statement in respect of Level 3 assets held at 31 March 2010.

144     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS

REPORT OF THE INDEPENDENT AUDITORS – PARENT COMPANY FINANCIAL STATEMENTS

We have audited the parent company financial statements of BT Group plc for the year ended 31 March 2010 which comprise the BT Group plc company balance sheet, the BT Group plc company reconciliation of movement in equity shareholders’ funds, the related notes and the BT Group plc accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

Respective responsibilities of directors and auditors

As explained more fully in the Statement of directors’ responsibilities set out on page 84, the directors are responsible for the preparation of the parent company financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the parent company financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

     This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the parent company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements.

Opinion on financial statements

In our opinion the parent company financial statements:

4	give a true and fair view of the state of the company’s affairs as at 31 March 2010;
4	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
4	have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion:

4	the part of the Report on directors’ remuneration to be audited has been properly prepared in accordance with the Companies Act 2006; and
4	the information given in the Report of the directors for the financial year for which the parent company financial statements are prepared is consistent with the parent company financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

4	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
4	the parent company financial statements and the part of the Report on directors’ remuneration to be audited are not in agreement with the accounting records and returns; or
4	certain disclosures of directors’ remuneration specified by law are not made; or
4	we have not received all the information and explanations we require for our audit.

Other matter

We have reported separately on the consolidated financial statements of BT Group plc for the year ended 31 March 2010.

Philip Rivett (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London, United Kingdom
12 May 2010

BT GROUP PLC ANNUAL REPORT & FORM 20-F     145

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS OF BT GROUP PLC

BT Group plc accounting policies

(i) Accounting basis

As used in these financial statements and associated notes, the term ‘company’ refers to BT Group plc. These separate financial statements of the company are presented as required by the Companies Act 2006. The separate financial statements have been prepared in accordance with UK Generally Accepted Accounting Principles (UK GAAP).

     The financial statements are prepared on a going concern basis and under the historical cost convention as modified by the revaluation of certain financial instruments at fair value.

     As permitted by Section 408(3) of the Companies Act 2006, the company’s profit and loss account has not been presented.

     The BT Group plc consolidated financial statements for the year ended 31 March 2010 contain a consolidated statement of cash flows. Consequently, the company has taken advantage of the exemption in FRS 1, ‘Cash Flow Statements’, not to present its own cash flow statement.

     The BT Group plc consolidated financial statements for the year ended 31 March 2010 contain related party disclosures. Consequently, the company has taken advantage of the exemption in FRS 8, ‘Related Party Disclosures’, not to disclose transactions with other members of the BT Group.

     The BT Group plc consolidated financial statements for the year ended 31 March 2010 contain financial instrument disclosures which comply with FRS 29, ‘Financial Instruments: Disclosures’. Consequently, the company is exempted from the disclosure requirements of FRS 29 in respect of its financial instruments.

(ii) Investments in subsidiary undertakings

Investments in subsidiary undertakings are stated at cost and reviewed for impairment if there are indicators that the carrying value may not be recoverable.

(iii) Taxation

Full provision is made for deferred taxation on all timing differences which have arisen but not reversed at the balance sheet date. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that there will be sufficient taxable profits from which the underlying timing differences can be deducted. The deferred tax balances are not discounted.

(iv) Dividends

Dividend distributions are recognised as a liability in the year in which the dividends are approved by the company’s shareholders. Interim dividends are recognised when they are paid; final dividends when authorised in general meetings by shareholders.

(v) Share capital

Ordinary shares are classified as equity. Repurchased shares of the company are recorded in the balance sheet as treasury shares and presented as a deduction from shareholders’ equity at cost.

(vi) Cash

Cash includes cash in hand and bank deposits repayable on demand.

(vii) Share-based payments

The company does not incur a charge for share-based payments. However, the issuance by the company of share options and awards to employees of its subsidiaries represents additional capital contributions to its subsidiaries. An addition to the company’s investment in subsidiaries is recorded with a corresponding increase in equity shareholders’ funds. The additional capital contribution is determined based on the fair value of options and awards at the date of grant and is recognised over the vesting period.

     The company has adopted the amendment to FRS 20 (IFRS 2) ‘Share-based payment’ – Vesting Conditions and Cancellations with effect from 1 April 2009. The amendment requires retrospective adjustment and therefore prior period comparatives have been restated. This has resulted in an increase of £110m in the carrying value of investments in subsidiary undertakings in the year ended 31 March 2009. A corresponding increase to equity shareholders’ funds representing the additional capital contribution has also been recognised.

Other information

(i) Dividends

The Board recommends that a final dividend in respect of the year ended 31 March 2010 of 4.6p will be paid to shareholders on 6 September 2010, taking the full year proposed dividend in respect of the 2010 financial year to 6.9p (2009: 6.5p). This dividend is subject to shareholder approval at the Annual General Meeting and therefore the liability of approximately £356m (2009: £85m) has not been included in these financial statements.

(ii) Employees

The executive directors and the Chairman of BT Group plc were the only employees of the company during 2010. The costs relating to qualifying services provided to the company’s principal subsidiary, British Telecommunications plc, are recharged to that company.

(iii) Audit fees

The audit fee in respect of the parent company was £41,000 (2009: £41,000). Fees payable to PricewaterhouseCoopers LLP for non-audit services to the company are not required to be disclosed as they are included within note 31 to the consolidated financial statements of BT Group plc.

146     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS FINANCIAL STATEMENTS OF BT GROUP PLC

BT Group plc company balance sheet

	2010			2009		e
At 31 March	£m			£m
Fixed assets
Investments in subsidiary undertakingsa		10,349			10,278
Total fixed assets		10,349			10,278
Current assets
Debtorsb		–			142
Cash at bank and in hand		11			13
Total current assets		11			155
Creditors: amounts falling due within one yearc		186			65
Net current (liabilities) assets		(175	)		90
Total assets less current liabilities		10,174			10,368
Capital and reserves
Called up share capital		408			408
Share premium account		62			62
Capital redemption reserve		27			27
Treasury shares reserve		(1,105	)		(1,109	)
Profit and loss account		10,782			10,980
Total equity shareholders’ fundsd		10,174			10,368

a	Throughout 2010, the company held a 100% investment in BT Group Investments Limited, a company registered in England and Wales. The change to investments in subsidiary undertakings relates to additional capital contributions in respect of share-based payments of £71m in 2010 (2009: £141m).
b	Debtors consists of amounts owed by subsidiary undertakings of £nil (2009: £142m).
c	Creditors consists of amounts owed to subsidiary undertakings of £166m (2009: £15m) and other creditors of £20m (2009: £50m).
d	The movements in total equity shareholders’ funds shown on page 148.
e	Restated. See page 146.

The financial statements of the company on pages 146 to 149 were approved by the Board of the directors on 12 May 2010 and were signed on its behalf by

Sir Michael Rake
Chairman

Ian Livingston
Chief Executive

Tony Chanmugam
Group Finance Director

BT GROUP PLC ANNUAL REPORT & FORM 20-F     147

FINANCIAL STATEMENTS FINANCIAL STATEMENTS OF BT GROUP PLC

BT Group plc company reconciliation of movement in equity shareholders’ funds

						Capital					Profit
	Share			Share premium		redemption		Treasury			and loss
	capital		a	account		reserve		reserve		b	account		b,c	Total
	£m			£m		£m		£m			£m			£m
At 1 April 2008		420			62		15		(1,843	)		12,356			11,010
Profit for the financial year		–			–		–		–			502			502
Dividends paid		–			–		–		–			(1,222	)		(1,222	)
Change in accounting policy for adoption of the amendment to FRS 20 (see page 6)		–			–		–		–			110			110
Capital contribution in respect of share-based payment		–			–		–		–			31			31
Net purchase of treasury shares		–			–		–		(63	)		–			(63	)
Cancellation of shares		(12	)		–		12		797			(797	)		–
At 1 April 2009		408			62		27		(1,109	)		10,980			10,368
Loss for the financial year		–			–		–		–			(6	)		(6	)
Dividends paid		–			–		–		–			(263	)		(263	)
Capital contribution in respect of share-based payment		–			–		–		–			71			71
Net issue of treasury shares		–			–		–		4			–			4
At 31 March 2010		408			62		27		(1,105	)		10,782			10,174

a	The authorised share capital of the company up to 1 October 2009 was £13,463m, representing 269,260,253,468 ordinary shares of 5p each. The allotted, called up and fully paid ordinary share capital of the company at 31 March 2010 was £408m (2009: £408m), representing 8,151,227,027 ordinary shares of 5p each (2009: 8,151,227,029).
b	During 2010, the company repurchased nil (2009: 142,608,225) of its own shares of 5p each, nil % (2009: 2%) of the called-up share capital, for consideration (including transaction costs) of £nil (2009: £189m). In addition, 8,320,766 shares (2009: 90,626,518) were issued from treasury to satisfy obligations under employee share schemes and executive share awards at a cost of £4m (2009: £126m), and nil treasury shares (2009: 250,000,000) were cancelled at a cost of £nil (2009: £797m). At 31 March 2010, 400,906,119 shares (2009: 409,226,885) with an aggregate nominal value of £20m (2009: £20m) were held as treasury shares at cost.
c	The loss for the financial year, dealt with in the profit and loss account of the company after taking into account dividends received from subsidiary undertakings, was £6m (2009: profit of £502m). As permitted by Section 408(3) of the Companies Act 2006, no profit and loss account of the company is presented.

148     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS

SUBSIDIARY UNDERTAKINGS AND ASSOCIATE

The tables below give brief details of the group’s principal^a operating subsidiaries^b and associate at 31 March 2010. All subsidiaries are unlisted and held through an intermediate holding company, unless otherwise stated. No subsidiaries are excluded from the group consolidation.

		Group interest	Country
Subsidiary undertakings	Activity	in allotted capitalc	of operation	d
British Telecommunications plc	Communications related services and products provider	100% ordinary	UK
BT Americas Incd	Communications related services, systems integration and	100% common	International
	products provider
BT Australasia Pty Limited	Communications related services and products provider	100% ordinary	Australia
		100% preference
BT Centre Nominee 2 Limited	Property holding company	100% ordinary	UK
BT Communications do Brasil Limitada	Communications related services, technology consulting	100% ordinary	Brazil
	and products provider
BT Communications Ireland Limited	Telecommunications service provider	100% ordinary	Ireland
BT Conferencing Inc	Audio, video and web collaboration services provider	100% common	US
BT Conferencing Video Inc	Audio, video and web collaboration services provider	100% common	US
BT Convergent Solutions Limited	Communications related services and products provider	100% ordinary	UK
BT Engage IT Limited	IT solutions provider	100% ordinary	UK
BT ESPANA, Compania de Servicios Globales de	Communications related services and products provider	100% ordinary	Spain
Telecommunicaciones, SA
BT Fleet Limited	Fleet management company	100% ordinary	UK
BT France SA	Communications related services, systems integration and	100% ordinary	France
	products provider
BT Frontline Pte Ltd	Communications related services and products provider	100% ordinary	Singapore
BT (Germany) GmbH & Co oHG	Communications related services and products provider	100% ordinary	Germany
BT Global Communications India Private Limited	Communications related services	100% ordinary	India
BT Global Services Limited	International telecommunications network systems provider	100% ordinary	UK
BT Holdings Limited	Investment holding company	100% ordinary	UK
BT Hong Kong Limited	Communications related services and products provider	100% ordinary	Hong Kong
		100% preference
BT INS Inc	Information telecommunications consulting and software	100% common	US
	solutions provider
BT Italia SpA	Communications related services and products provider	98.6% ordinary	Italy
BT Limited	International telecommunications network systems provider	100% ordinary	International
BT Nederland NV	Communications related services and products provider	100% ordinary	Netherlands
BT Payment Services Limited	Payment services provider	100% ordinary	UK
BT Professional Services Nederland BV	Systems integration and application development	100% ordinary	Netherlands
BT Services SA	Technology consulting and engineering services	100% ordinary	France
BT Singapore Pte Ltd	Communications related services and products provider	100% ordinary	Singapore
BT US Investments Limitedb	Investment holding company	100% ordinary	Jersey
Communications Global Network Services Limitedd	Communications related services and products provider	100% ordinary	International
Communications Networking Services (UK)	Communications related services and products provider	100% ordinary	UK
dabs.com plc	Technology equipment retailer	100% ordinary	UK
Infonet Services Corporation	Global managed network service provider	100% common	US
Infonet USA Corporation	Global managed network service provider	100% common	US
Plusnet plc	Broadband service provider	100% ordinary	UK
Radianz Americas Inc	Global managed network service provider	100% preference	US
		100% common

a	The group comprises a large number of entities and it is not practical to include all of them in this list. The list therefore includes only those entities that have a significant impact on the revenue, profit or assets of the group. A full list of subsidiaries, joint ventures and associates will be annexed to the company’s next annual return filed with the Registrar of Companies.
b	The principal operating subsidiaries (listed above) have a reporting date of 31 March, except for BT US Investments Limited which has a reporting date of 31 October in order to meet its corporate objectives.
c	The proportion of voting rights held corresponds to the aggregate interest percentage held by the holding company and subsidiary undertakings.
d	All overseas undertakings are incorporated in their country of operations. Subsidiary undertakings operating internationally are all incorporated in England and Wales, except BT Americas Inc and Communications Global Network Services Limited which are incorporated in the US and Bermuda, respectively.

		Share capital
					Percentage			Country
Associate	Activity	Issued		e	owned		f	of operation	g
Tech Mahindra Limited	Global systems integrator and business
	transformation consultancy provider		122,320,114			30.9	%	India

e	Issued share capital comprises ordinary or common shares unless otherwise stated.
f	Held through an intermediate holding company.
g	Incorporated in the country of operation.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     149

FINANCIAL STATEMENTS

QUARTERLY ANALYSIS OF REVENUE AND PROFIT

		Unaudited
		1st			2nd			3rd			4th			Total
Year ended 31 March 2010	Quarters	£m			£m			£m			£m			£m
Revenue			5,235			5,070			5,198			5,356			20,859
Other operating income			79			93			80			128			380
Operating costs			(4,767	)		(4,613	)		(4,805	)		(4,931	)		(19,116	)
Operating profit			547			550			473			553			2,123
Net finance expense			(283	)		(284	)		(292	)		(299	)		(1,158	)
Share of post tax profits of associates and joint ventures			8			9			28			9			54
Loss on disposal of associate			–			–			–			(12	)		(12	)
Profit before taxation			272			275			209			251			1,007
Taxation			(58	)		153			(31	)		(42	)		22
Profit for the period			214			428			178			209			1,029
Basic earnings per share			2.8p			5.5p			2.3p			2.7p			13.3p
Diluted earnings per share			2.7p			5.4p			2.2p			2.6p			12.9p
Profit before specific items and taxation			313			370			339			434			1,456
Adjusted basic earnings per sharea			3.8p			4.3p			4.1p			5.0p			17.3p
		Unaudited
		1st			2nd			3rd			4th			Total		b
Year ended 31 March 2009	Quarters	£m			£m			£m			£m			£m
Revenue			5,177			5,303			5,437			5,473			21,390
Other operating income			90			107			71			71			339
Operating costs			(4,641	)		(4,762	)		(5,299	)		(6,726	)		(21,428	)
Operating profit (loss)			626			648			209			(1,182	)		301
Net finance expense			(130	)		(159	)		(180	)		(151	)		(620	)
Share of post tax profits of associates and joint ventures			1			5			52			17			75
(Loss) profit before taxation			497			494			81			(1,316	)		(244	)
Taxation			(115	)		(116	)		(19	)		303			53
(Loss) profit for the period			382			378			62			(1,013	)		(191	)
Basic (loss) earnings per share			4.9p			4.9p			0.8p			(13.1)p			(2.5)p
Diluted (loss) earnings per share			4.8p			4.9p			0.8p			(13.0)p			(2.5)p
Profit (loss) before specific items and taxation			524			532			45			(973	)		128
Adjusted basic earnings per sharea			4.4p			4.5p			2.7p			2.4p			14.1p
		Unaudited
		1st			2nd			3rd			4th			Total		b
Year ended 31 March 2008	Quarters	£m			£m			£m			£m			£m
Revenue			5,033			5,095			5,154			5,422			20,704
Other operating income			66			73			74			136			349
Operating costs			(4,441	)		(4,647	)		(4,646	)		(4,963	)		(18,697	)
Operating profit			658			521			582			595			2,356
Net finance expense			(55	)		(92	)		(134	)		(97	)		(378	)
Share of post tax losses of associates and joint ventures			(3	)		(3	)		(2	)		(3	)		(11	)
Profit (loss) on disposal of associate			–			9			1			(1	)		9
Profit before taxation			600			435			447			494			1,976
Taxation			8			(96	)		(82	)		(68	)		(238	)
Profit for the period			608			339			365			426			1,738
Basic earnings per share			7.4p			4.2p			4.5p			5.4p			21.5p
Diluted earnings per share			7.2p			4.1p			4.4p			5.3p			21.1p
Profit before specific items and taxation			650			617			581			658			2,506
Adjusted basic earnings per sharea			5.0p			4.8p			4.8p			5.5p			20.2p

a	Adjusted results refer to the amounts before BT Global Services contract and financial review charges in 2009, specific items and net interest on pensions.
b	Restated. See page 94.

150     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS

SELECTED FINANCIAL DATA

Summary group income statement

	2010			2009		a	2008		a	2007		a	2006		a
Year ended 31 March	£m			£m			£m			£m			£m
Revenue
Adjustedb		20,911			21,431			20,704			20,223			19,514
Specific items		(52	)		–			–			–			–
Contract and financial review charges		–			(41	)		–			–			–
		20,859			21,390			20,704			20,223			19,514
Other operating income
Adjustedb		378			352			359			236			227
Specific items		2			(13	)		(10	)		(3	)		–
		380			339			349			233			227
Operating costs
Adjustedb		(18,689	)		(19,435	)		(18,168	)		(17,746	)		(17,108	)
Specific items		(427	)		(395	)		(529	)		(169	)		(138	)
Contract and financial review charges		–			(1,598	)		–			–			–
		(19,116	)		(21,428	)		(18,697	)		(17,915	)		(17,246	)
Operating profit
Adjustedb		2,600			2,348			2,895			2,713			2,633
Specific items		(477	)		(408	)		(539	)		(172	)		(138	)
Contract and financial review charges		–			(1,639	)		–			–			–
		2,123			301			2,356			2,541			2,495
Net finance expense
Adjustedb		(890	)		(933	)		(798	)		(653	)		(726	)
Specific items		11			–			–			139
Net interest on pensions		(279	)		313			420			420			254
		(1,158	)		(620	)		(378	)		(94	)		(472	)
Share of post tax profits (losses) of associates and joint ventures
Adjustedb		25			39			(11	)		15			16
Specific items		29			36			–			–			–
		54			75			(11	)		15			16
(Loss) profit on disposal of associates and joint ventures - specific itemsa		(12	)		–			9			22			1
Profit (loss) before taxation
Adjustedb		1,735			1,454			2,086			2,075			1,923
Specific items		(449	)		(372	)		(530	)		(11	)		(137	)
Contract and financial review charges		–			(1,639	)		–			–			–
Net interest on pensions		(279	)		313			420			420			254
		1,007			(244	)		1,976			2,484			2,040
Taxation
Adjustedb		(398	)		(361	)		(455	)		(485	)		(457	)
Specific items		342			43			343			979			41
Contract and financial review charges		–			459			–			–			–
Net interest on pensions		78			(88	)		(126	)		(126	)		(76	)
		22			53			(238	)		368			(492	)
Profit (loss) for the year
Adjustedb		1,337			1,093			1,631			1,590			1,466
Specific items		(107	)		(329	)		(187	)		968			(96	)
Contract and financial review charges		–			(1,180	)		–			–			–
Net interest on pensions		(201	)		225			294			294			178
		1,029			(191	)		1,738			2,852			1,548
Basic earnings (loss) per share
Adjustedb		17.3p			14.1p			20.2p			19.1p			17.4p
Specific items		(1.4)p			(4.3)p			(2.4)p			11.7p			(1.1)p
Contract and financial review charges		–			(15.3)p			–			–			–
Net interest on pensions		(2.6)p			3.0p			3.7p			3.6p			2.1p
Total basic (loss) earnings per share		13.3p			(2.5)p			21.5p			34.4p			18.4p

a

Restated. See page 94.

b

Adjusted revenue, adjusted other operating income, adjusted operating costs, adjusted operating profit, adjusted net finance expense, adjusted share of post tax profits (losses) of associates and joint ventures, adjusted (loss) profit on disposal of associates and joint ventures, adjusted profit (loss) before taxation, adjusted taxation credit (charge), adjusted profit (loss) for the year and adjusted basic earnings (loss) per share are non-GAAP measures provided in addition to the disclosure requirements defined under IFRS. The rationale for using non-GAAP measures is explained on pages 54 to 56.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     151

FINANCIAL STATEMENTS SELECTED FINANCIAL DATA

Summary group income statement continued

Year ended 31 March

2010

2009

a

2008

a

2007

a

2006

a

Average number of shares used in basic earnings per share (millions)

7,740

7,724

8,066

8,293

8,422

Average number of shares used in diluted earnings per share (millions)

7,988

7,771

8,223

8,479

8,537

Basic earnings (loss) per share

13.3p

(2.5)p

21.5p

34.4p

18.4p

Diluted earnings (loss) per share

12.9p

(2.5)p

21.1p

33.6p

18.1p

Dividends per shareb

6.9p

6.5p

15.8p

15.1p

11.9p

Dividends per share, centsb,c

10.5c

9.3c

31.4c

29.7c

20.7c

a	Restated. See page 94.
b	Dividends per share represents the dividend paid and proposed in respect of the relevant financial year. Under IFRS, dividends are recognised as a deduction from shareholders’ equity when they are paid.
c	Based on actual dividends paid and/or year end exchange rate on proposed dividends.

Summary group cash flow statement

	2010			2009			2008			2007			2006
Year ended 31 March	£m			£m			£m			£m			£m
Net cash inflow from operating activities		4,825			4,706			5,486			5,210			5,387
Net cash (outflow) inflow from investing activities		(2,775	)		(2,954	)		(3,664	)		(2,778	)		214
Net cash used in financing activities		(1,714	)		(1,865	)		(1,430	)		(2,898	)		(5,278	)
Effect of exchange rate changes on cash and cash equivalents		(7	)		54			25			(35	)		–
Net increase (decrease) in cash and cash equivalents		329			(59	)		417			(501	)		323
Cash and cash equivalents at the start of the year		1,115			1,174			757			1,258			935
Cash and cash equivalents at the end of the year		1,444			1,115			1,174			757			1,258

Summary group balance sheet

	2010			2009		a	2008		a	2007		a	2006		a
At 31 March	£m			£m			£m			£m			£m
Intangible assets		3,672			3,788			3,355			2,584			1,908
Property, plant and equipment		14,856			15,405			15,307			14,997			15,222
Retirement benefit asset		–			–			2,887			–			–
Other non current assets		3,867			4,154			1,286			780			1,175
		22,395			23,347			22,835			18,361			18,305
Current assets less current liabilities		(4,135	)		(3,141	)		(2,978	)		(3,746	)		(3,052	)
Total assets less current liabilities		18,260			20,206			19,857			14,615			15,253
Non current loans and other borrowings		(9,522	)		(12,365	)		(9,818	)		(6,387	)		(7,995	)
Retirement benefit obligations		(7,864	)		(3,973	)		(108	)		(389	)		(2,547	)
Other non current liabilities		(3,500	)		(3,699	)		(4,499	)		(3,567	)		(3,104	)
Total assets less liabilities		(2,626	)		169			5,432			4,272			1,607
Called up share capital		408			408			420			432			432
Share premium account		62			62			62			31			7
Capital redemption reserve		27			27			15			2			2
Other reserves		757			1,301			(527	)		88			364
Retained (loss) earnings		(3,904	)		(1,656	)		5,439			3,685			750
Total parent shareholders’ (deficit) equity		(2,650	)		142			5,409			4,238			1,555
Minority interests		24			27			23			34			52
Total (deficit) equity		(2,626	)		169			5,432			4,272			1,607

^a Restated. See page 94.

Other selected financial data

	2010		2009		a	2008		a	2007		a	2006		a
	£m		£m			£m			£m			£m
Adjusted EBITDAb		5,639		5,238			5,784			5,633			5,517
Free cash flowc		1,933		737			1,823			1,874			1,612
Net debtd		9,283		10,361			9,460			7,914			7,534

a	Restated. See page 94.
b	Adjusted EBITDA is stated before specific items and BT Global Services contract and financial review charges in 2009 and is defined on page 55.
c	Free cash flow is defined on page 55.
d	Net debt is defined on page 56.

152     BT GROUP PLC ANNUAL REPORT & FORM 20-F

FINANCIAL STATEMENTS

FINANCIAL STATISTICS

Year ended 31 March	2010		2009		a	2008		a	2007		a	2006		a
Financial ratios
Adjusted basic earnings per shareb – pence		17.3		14.1			20.2			19.1			17.4
Reported basic (loss) earnings per share – pence		13.3		(2.5	)		21.5			34.4			18.4
Adjusted return on capital employedb, c (unaudited)		16.0		14.5			17.7			17.6			18.1
Reported return on capital employedc (unaudited)		13.3		2.3			14.4			16.5			17.1
Adjusted interest cover before net pension interestd – times (unaudited)		2.9		2.5			3.6			4.2			3.6
Reported interest covere – times (unaudited)		0.3		0.5			6.2			27.0			5.3

	2010		2009		2008		2007		2006
Year ended 31 March	£m		£m		£m		£m		£m
Expenditure on research and development
Research and development expense		444		590		532		378		326
Amortisation of internally developed computer software		733		431		325		314		161
Total		1,177		1,021		857		692		487

	2010			2009			2008			2007			2006
Year ended 31 March	£m			£m			£m			£m			£m
Capital expenditure
Plant and equipment
Transmission equipment		902			1,067			1,117			1,209			1,429
Exchange equipment		29			44			83			118			80
Other network equipment		753			899			1,060			854			727
Computers and office equipment		115			140			181			149			138
Motor vehicles and other		662			912			876			877			715
Land and buildings		29			23			33			61			68
		2,490			3,085			3,350			3,268			3,157
Increase (decrease) in engineering stores		43			3			(11	)		(21	)		(15	)
Total capital expenditure		2,553			3,088			3,339			3,247			3,142
(Decrease) increase in payables		(24	)		(6	)		(24	)		51			(202	)
Cash outflow on capital expenditure		2,509			3,082			3,315			3,298			2,940

a	Restated. See page 94.
b	Adjusted results refer to the results before specific items, the BT Global Services contract and financial review charges in 2009, and net interest on pensions.
c	The ratio is based on profit before taxation and net finance expense to average capital employed. Capital employed is represented by total assets less current liabilities (excluding corporation tax, current borrowings, derivative financial liabilities and finance lease creditors) less deferred tax assets, retirement benefit asset, cash and cash equivalents, derivative financial assets and investments.
d	The number of times net finance expense before net pension interest and specific items is covered by adjusted operating profit.
e	The number of times reported net finance expense is covered by reported operating profit.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     153

FINANCIAL STATEMENTS

OPERATIONAL STATISTICS

All values (000) unless otherwise stated.	Unaudited
Year ended 31 March	2010		2009		2008		2007		2006
BT Global Services
12 month rollinga order intake (£m)		6,631		7,917a		7,835a		9,101a		8,787a
BT Retail
BT’s retail share of broadbandb installed base		35%		34%		35%		34%		33%
BT Vision installed base		467		423		214		–		–
Call minutes (bn)
Non geographic		11.86		14.73		19.18		25.03		34.66
Geographic		37.31		42.06		46.84		51.92		58.35
Total		49.17		56.79		66.02		76.95		93.01
Active consumer linesc		11,113		11,789		12,600		13,634		14,587
Average annual revenue per consumer user (ARPU)d (£)		309		287		274		262		251
BT Group
Total employeese		97.8		107.0		111.9		106.2		104.4
Broadband lines (UK)
BT Retail		5,132		4,757		4,402		3,659		2,668
BT Wholesale (external)		2,926		3,305		3,983		5,168		5,092
Openreach		6,620		5,750		4,300		1,910		356
Total broadband lines		14,678		13,812		12,685		10,737		8,116
Exchange lines (UK)
Consumer		13,051		14,514		15,793		16,636		17,912
Business		5,367		5,992		6,750		7,264		7,797
External WLR lines		6,028		5,647		4,666		4,227		2,874
Total exchange lines		24,446		26,153		27,209		28,127		28,583

a	Restated for impact of customer account moves. See page 101.
b	DSL and LLU.
c	Active consumer lines represents the number of lines over which BT is the call provider (excluding Northern Ireland but including Plusnet in 2010).
d	Rolling 12 month consumer revenue, less mobile POLOs, divided by average number of primary lines.
e	The numbers disclosed include both full-time and part-time employees.

154     BT GROUP PLC ANNUAL REPORT & FORM 20-F

ADDITIONAL INFORMATION

156 INFORMATION FOR SHAREHOLDERS

168 CROSS REFERENCE TO FORM 20-F

171 GLOSSARY OF TERMS

174 INDEX

BT GROUP PLC ANNUAL REPORT & FORM 20-F     155

ADDITIONAL INFORMATION

INFORMATION FOR SHAREHOLDERS

Cautionary statement regarding forward-looking statements

Certain statements in this annual report are forward-looking and are made in reliance on the safe harbour provisions of the US Private Securities Litigation Reform Act of 1995. These statements relate to analyses and other information which are based on forecasts of future results and estimates of amounts not yet determinable. These statements include, without limitation, those concerning: revenue; operating cost savings; adjusted EBITDA after leaver costs; free cash flow; payments to the BTPS; net debt; investment in operating expenditure; enhancing our TV offering; capital expenditure; progressive dividends; growth of, and opportunities available in, the communications industry and BT’s positioning to take advantage of those opportunities; expectations regarding competition, market shares, prices and growth; expectations regarding the convergence of technologies; growth opportunities in networked IT services, the TV market, broadband and mobility; BT’s network development and fibre roll-out; opportunities in BT Global Services; plans for the launch of new products and services; network performance and quality; the impact of regulatory initiatives and decisions on operations, including the regulation of the UK fixed wholesale and retail businesses and the impact of the Undertakings to Ofcom under the Enterprise Act; BT’s possible or assumed future results of operations and/or those of its associates and joint ventures; capital expenditure and investment plans; adequacy of capital; financing plans and refinancing requirements; demand for and access to broadband and the promotion of broadband by third-party service providers; and those preceded by, followed by, or that include the words ‘aims’, ‘believes’, ‘expects’, ‘anticipates’, ‘intends’, ‘will’, ‘should’ or similar expressions.

Although BT believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause differences between actual results and those implied by the forward-looking statements include, but are not limited to: material adverse changes in economic conditions in the markets served by BT; future regulatory actions and conditions in its operating areas, including competition from others; selection by BT of the appropriate trading and marketing models for its products and services; technological innovations, including the cost of developing new products, networks and solutions and the need to increase expenditures for improving the quality of service; the anticipated benefits and advantages of new technologies, products and services not being realised; developments in the convergence of technologies; prolonged adverse weather conditions resulting in a material increase in overtime, staff or other costs; the timing of entry and profitability of BT in certain communications markets; significant changes in market shares for BT and its principal products and services; fluctuations in foreign currency exchange rates and interest rates; the underlying assumptions and estimates made in respect of major customer contracts proving unreliable; the aims of the BT Global Services restructuring programme not being achieved; the outcome of the Pensions Regulator’s review; and general financial market conditions affecting BT’s performance and ability to raise finance. Certain of these factors are discussed in more detail elsewhere in this annual report including, without limitation, in Our risks on pages 36 to 37. BT undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.

156     BT GROUP PLC ANNUAL REPORT & FORM 20-F

ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS

Stock exchange listings

The principal listing of BT Group’s ordinary shares is on the London Stock Exchange. Trading on the London Stock Exchange is under the symbol ‘BT.A’. American Depositary Shares (ADSs), each representing ten ordinary shares, have been issued by JPMorgan Chase Bank, as Depositary for the American Depositary Receipts (ADRs) evidencing the ADSs, and are listed on the New York Stock Exchange. ADSs also trade, but are not listed, on the London Stock Exchange. Trading on the New York Stock Exchange is under the symbol ‘BT’.

Share and ADS prices

	Pence per				US$ per
	ordinary share				ADS
	High		Low		High		Low
	pence		pence		US$		US$
Financial years ended 31 March
2006		235.00		196.50		41.71		35.34
2007		321.75		209.25		62.96		37.08
2008		336.75		205.50		68.55		40.86
2009		235.50		71.40		46.20		9.80
2010		149.60		79.70		25.14		11.64
Financial year ended 31 March 2009
1 April – 30 June 2008		235.50		198.40		46.20		39.47
1 July – 30 September 2008		217.50		158.90		42.60		27.67
1 October – 31 December 2008		167.60		110.00		29.11		16.98
1 January – 31 March 2009		143.30		71.40		21.31		9.80
Financial year ended 31 March 2010
1 April – 30 June 2009		105.60		79.70		17.27		11.64
1 July – 30 September 2009		141.45		100.35		22.95		16.22
1 October – 31 December 2009		149.60		128.50		25.14		20.47
1 January – 31 March 2010		146.90		113.50		24.00		17.00
Months
November 2009		149.60		131.30		25.14		21.35
December 2009		144.60		135.00		23.94		21.74
January 2010		146.90		135.00		24.00		21.74
February 2010		136.50		114.90		21.85		17.53
March 2010		126.40		113.50		19.15		17.00
April 2010		134.20		122.30		20.58		18.65
1 May – 7 May 2010		126.70		109.90		19.29		16.19

The prices are the highest and lowest closing middle market prices for BT ordinary shares, as derived from the Daily Official List of the London Stock Exchange and the highest and lowest closing sales prices of ADSs, as reported on the New York Stock Exchange composite tape.

     Fluctuations in the exchange rate between Sterling and the US Dollar affect the US Dollar equivalent of the Sterling price of the company’s ordinary shares on the London Stock Exchange and, as a result, are likely to affect the market price of the ADSs on the New York Stock Exchange.

Background

BT Group plc is a public limited company registered in England and Wales and listed on the London and New York stock exchanges. It was incorporated in England and Wales on 30 March 2001 as Newgate Telecommunications Limited with the registered number 4190816. Its registered office address is 81 Newgate Street, London EC1A 7AJ. The company changed its name to BT Group plc on 11 September 2001. Following the demerger of O₂ in November 2001, the continuing activities of BT were transferred to BT Group plc.

British Telecommunications plc is a wholly owned subsidiary of BT Group plc and encompasses virtually all the businesses and assets of the BT group. The successor to the statutory corporation British Telecommunications, it was incorporated in England and Wales as a public limited company, wholly owned by the UK Government, as a result of the Telecommunications Act 1984. Between November 1984 and July 1993, the UK Government sold all of its shareholding in British Telecommunications plc in three public offerings.

Capital gains tax

The rights issue in June 2001 and the demerger of O₂ in November 2001 adjusted the value, for capital gains tax (CGT) purposes, of BT shares.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     157

ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS

Rights issue

An explanatory note on the effects of the rights issue on the CGT position relating to BT shareholdings is available from the Shareholder Helpline (see page 167).

Demerger of O₂ – CGT calculation

The confirmed official opening prices for BT Group and O₂ shares on 19 November 2001 following the demerger were 285.75p and 82.75p, respectively. This means that, of the total (combined) value of 368.50p, 77.544% is attributable to BT Group and 22.456% to O₂. Accordingly, for CGT calculations, the base cost of BT Group shares and O₂ shares is calculated by multiplying the acquisition cost of a BT shareholding by 77.544% and 22.456%, respectively.

Analysis of shareholdings at 31 March 2010

	Ordinary shares of 5p each
	Number of		Percentage		No. of		Percentage
	holdings		of total		shares held		of total
Range			(%)		millions		(%)
1 – 399		438,089		38.54		92		1.13
400 – 799		312,685		27.49		175		2.15
800 – 1,599		223,916		19.70		250		3.07
1,600 – 9,999		155,753		13.70		463		5.68
10,000 – 99,999		5,367		0.47		97		1.19
100,000 – 999,999		602		0.05		219		2.69
1,000,000 – 4,999,999		287		0.03		646		7.92
5,000,000 and abovea,b,c,d		190		0.02		6,209		76.17
Totale		1,136,889		100.00		8,151		100.00

a	9m shares were held in trust by Ilford Trustees (Jersey) Limited for allocation to employees under the employee share plans.
b	Under the BT Group Employee Share Investment Plan, 79.2m shares were held in trust on behalf of 68,444 participants who were beneficially entitled to the shares. 236m shares were held in the corporate nominee BT Group EasyShare on behalf of 105,102 beneficial owners.
c	134m shares were represented by ADSs. An analysis by size of holding is not available for this holding.
d	398m shares were held as treasury shares.
e	12.43% of the shares were in 1,120,540 individual holdings, of which 95,883 were joint holdings, and 87.57% of the shares were in 16,349 institutional holdings.

As far as the company is aware, the company is not directly or indirectly owned or controlled by another corporation or by the UK Government or any other foreign government or by any other natural or legal person severally or jointly. There are no arrangements known to the company, the operation of which may at a subsequent date result in a change in control of the company.

     The company’s major shareholders do not have different voting rights to those of other shareholders.

     At 7 May 2010, there were 8,151,227,029 ordinary shares outstanding, including 397,312,949 shares held as treasury shares. At the same date, approximately 12.8m ADSs (equivalent to 128m ordinary shares, or approximately 1.6% of the total number of ordinary shares outstanding on that date) were outstanding and were held by 2,208 record holders of ADRs.

     At 31 March 2010, there were 3,668 shareholders with a US address on the register of shareholders who in total hold 0.03% of the ordinary shares of the company.

Dividends

A final dividend in respect of the year ended 31 March 2009 was paid on 7 September 2009 to shareholders on the register on 14 August 2009, and an interim dividend in respect of the year ended 31 March 2010 was paid on 8 February 2010 to shareholders on the register on 29 December 2009. The final proposed dividend in respect of the year ended 31 March 2010, if approved by shareholders, will be paid on 6 September 2010 to shareholders on the register on 13 August 2010.

     The dividends paid or payable on BT shares and ADSs for the last five financial years are shown in the following table. The dividends on the ordinary shares exclude the associated tax credit. The amounts shown are not those that were actually paid to holders of ADSs. For the tax treatment of dividends paid, see Taxation of dividends on page 164. Dividends have been translated from Sterling into US Dollars using exchange rates prevailing on the date the ordinary dividends were paid.

	per ordinary share						per ADS						per ADS
	Interim		Final		Total		Interim		Final		Total		Interim		Final			Total
Financial years ended 31 March	pence		pence		pence		£		£		£		US$		US$			US$
2006		4.30		7.60		11.90		0.430		0.760		1.190		0.747		1.415			2.162
2007		5.10		10.00		15.10		0.510		1.000		1.510		0.991		1.972			2.963
2008		5.40		10.40		15.80		0.540		1.040		1.580		1.030		1.833			2.863
2009		5.40		1.10		6.50		0.540		0.110		0.650		0.765		0.161			0.926
2010		2.30		4.60		6.90		0.230		0.460		0.690		0.339		–	a		–	a

^a Qualifying holders of ADSs on record as of 13 August 2010 are entitled to receive the final dividend which will be paid to ADS holders on 14 September 2010, subject to approval at the AGM. The US Dollar amount of the final dividend of 46.0 pence per ADS to be paid to holders of ADSs will be based on the exchange rate in effect on 6 September 2010, the date of payment to holders of ordinary shares.

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ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS

As dividends paid by the company are in Sterling, exchange rate fluctuations will affect the US Dollar amounts received by holders of ADSs on conversion by the Depositary of such cash dividends.

Dividend mandate

Any shareholder wishing dividends to be paid directly into a bank or building society account should contact the Shareholder Helpline (see page 167). Dividends paid in this way will be paid through the Bankers Automated Clearing System (BACS). Alternatively, a form may be downloaded from the Dividends page of our website at www.bt.com/investorcentre

Dividend investment plan

Under the Dividend investment plan, cash from participants’ dividends is used to buy further BT shares in the market.

     Shareholders could elect to receive additional shares in lieu of a cash dividend for the following dividends:

	Date paid	Price per share pence
2006 interim	13 February 2006		214.50
2006 final	11 September 2006		250.98
2007 interim	12 February 2007		320.54
2007 final	17 September 2007		316.21
2008 interim	11 February 2008		232.08
2008 final	15 September 2008		174.38
2009 interim	9 February 2009		107.04
2009 final	7 September 2009		133.34
2010 interim	8 February 2010		131.67

Global Invest Direct

Details of the direct purchase plan run by the ADR Depositary, JPMorgan Chase Bank, Global Invest Direct, including reinvestment of dividends, are available from JPMorgan Chase Bank on +1 800 428 4237 (toll free within the US), or on written request to the ADR Depositary.

Total shareholder return

Total shareholder return (TSR) is the measure of the returns that a company has generated for its shareholders, reflecting share price movements and assuming reinvestment of dividends. BT’s TSR for the 2010 financial year was positive 62.4%, compared with the FTSE 100 TSR which was positive 50.4% and the FTSEurofirst 300 Telco Index TSR which was positive 27.9%. BT’s TSR improvement in the 2010 financial year is mainly due to the recovery of the share price during 2010, from a closing price of 71.4p in March 2009. Over the last five financial years, BT’s TSR was negative 20.7% compared with the FTSE 100 TSR of positive 39.5% and the FTSEurofirst 300 Telco Index TSR of positive 15.0%. In the period between the demerger on 19 November 2001 and 31 March 2010, BT’s TSR was negative 34.2%, compared with the FTSE 100 TSR of positive 44.6% and the FTSEurofirst 300 Telco Index TSR of negative 5.5%.

BT’s total shareholder return (TSR) performance vs the FTSE 100
and FTSEurofirst 300 Telco Index
over the five financial years to 31 March 2010

BT’s total shareholder return (TSR) performance vs the FTSE 100
and FTSEurofirst 300 Telco Index
since demerger

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Results announcements

Expected announcements of results:

Results for the 2011 financial year	Datea
1st quarter	29 July 2010
2nd quarter and half year	11 November 2010
3rd quarter and nine months	February 2011
4th quarter and full year	May 2011
2011 Annual Report published	May 2011

^a Dates may be subject to change.

Individual savings accounts (ISAs)

Information about investing in BT shares through an ISA may be obtained from Halifax Share Dealing Limited, 1 Lovell Park Road, West Yorkshire, Leeds LS1 1NS (telephone: 08457 22 55 25). ISAs are also offered by other organisations.

ShareGift

The charity ShareGift specialises in accepting small numbers of shares as donations. Further information about ShareGift may be obtained by telephoning 020 7930 3737 or from www.ShareGift.org or alternatively, from the Shareholder Helpline (see page 167).

Unclaimed Assets Register

BT, along with many other leading UK companies, subscribes to Experian’s Unclaimed Assets Register (UAR), a register of individuals owed unclaimed financial assets such as shareholdings and dividends. UAR provides members of the public with a search device to trace lost assets. For further information visit www.uar.co.uk or telephone 0870 241 1713.

Exchange rates

BT publishes its consolidated financial statements expressed in Sterling. The following tables detail certain information concerning the exchange rates between Sterling and US Dollars based on the noon buying rate in New York City for cable transfers in Sterling as certified for customs purposes by the Federal Reserve Bank of New York (the Noon Buying Rate).

Year ended 31 March	2010		2009		2008		2007		2006
Period end		1.52		1.43		1.99		1.97		1.74
Averagea		1.55		1.70		2.01		1.91		1.78
High		1.64		2.00		2.11		1.99		1.92
Low		1.49		1.37		1.94		1.74		1.71

^a The average of the Noon Buying Rates in effect on the last day of each month during the relevant period.

	Month
	April		March		February		January		December		November
	2010		2010		2010		2010		2009		2009
High		1.55		1.53		1.60		1.64		1.66		1.68
Low		1.52		1.49		1.52		1.59		1.59		1.64

On 7 May 2010, the most recent practicable date for this Annual Report, the Noon Buying Rate was US$1.47 to £1.00.

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ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS

Articles of Association (‘Articles’)

The following is a summary of the principal provisions of BT’s Articles, a copy of which has been filed with the Registrar of Companies. A ‘holder of shares’ and a ‘shareholder’ is, in either case, the person entered on the company’s register of members as the holder of the relevant shares. Shareholders can choose whether their shares are to be evidenced by share certificates (ie in certificated form) or held in electronic (ie uncertificated) form in CREST (the electronic settlement system in the UK).

     At the AGM held on 15 July 2009, shareholders voted to adopt new Articles of Association with effect from October 2009, largely to take account of changes in UK company law brought about by the Companies Act 2006 (‘2006 Act’). Under that Act, the Memorandum of Association serves a more limited role as historical evidence of the formation of the company. Since October 2009, the provisions in relation to objects in BT’s Memorandum are deemed to form part of BT’s Articles, and have been deleted from those Articles because of shareholders passing a resolution to this effect at the AGM. Under the 2006 Act, BT’s objects are unrestricted.

(a) Voting rights

Subject to the restrictions described below, on a show of hands, every shareholder present in person or by proxy at any general meeting has one vote and, on a poll, every shareholder present in person or by proxy has one vote for each share which they hold.

     Voting at any meeting of shareholders is by a show of hands unless a poll is demanded by the chairman of the meeting or by at least five shareholders at the meeting who are entitled to vote (or their proxies), or by one or more shareholders at the meeting who are entitled to vote (or their proxies) and who have, between them, at least 10% of the total votes of all shareholders who have the right to vote at the meeting.

     No person is, unless the Board decide otherwise, entitled to attend or vote at any general meeting or to exercise any other right conferred by being a shareholder if they or any person appearing to be interested in those shares has been sent a notice under section 793 of the Companies Act 2006 (which confers upon public companies the power to require information with respect to interests in their voting shares) and they or any interested person has failed to supply to the company the information requested within 14 days after delivery of that notice. These restrictions end seven days after the earlier of the date the shareholder complies with the request satisfactorily or the company receives notice that there has been an approved transfer of the shares.

(b) Variation of rights

Whenever the share capital of the company is split into different classes of shares, the special rights attached to any of those classes can be varied or withdrawn either:

(i)	with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class; or
(ii)	with the consent in writing of the holders of at least 75% in nominal value of the issued shares of that class.

At any separate meeting, the necessary quorum is two persons holding or representing by proxy not less than one-third in nominal amount of the issued shares of the class in question (but at any adjourned meeting, any person holding shares of the class or his proxy is a quorum).

     The company can issue new shares and attach any rights and restrictions to them, as long as this is not restricted by special rights previously given to holders of any existing shares. Subject to this, the rights of new shares can take priority over the rights of existing shares, or existing shares can take priority over them, or the new shares and the existing shares can rank equally.

(c) Changes in capital

The company may by ordinary resolution:

(i)	divide all or any of its share capital into shares with a smaller nominal value; and
(ii)	consolidate and divide all or part of its share capital into shares of a larger nominal value.

The company may also:

(i)	buy back its own shares; and
(ii)	by special resolution reduce its share capital, any capital redemption reserve and any share premium account.

(d) Dividends

The company’s shareholders can declare dividends by passing an ordinary resolution provided that no dividend can exceed the amount recommended by the directors. Dividends must be paid out of profits available for distribution. If the directors consider that the profits of the company justify such payments, they can pay interim dividends on any class of shares of the amounts and on the dates and for the periods they decide. Fixed dividends will be paid on any class of shares on the dates stated for the payments of those dividends.

     The directors can offer ordinary shareholders the right to choose to receive new ordinary shares, which are credited as fully paid, instead of some or all of their cash dividend. Before they can do this, the company’s shareholders must have passed an ordinary resolution authorising the directors to make this offer.

     Any dividend which has not been claimed for ten years after it was declared or became due for payment will be forfeited and will belong to the company.

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(e) Distribution of assets on winding up

If the company is wound up (whether the liquidation is voluntary, under supervision of the court or by the court) the liquidator can, with the authority of a special resolution passed by the shareholders, divide among the shareholders all or any part of the assets of the company. This applies whether the assets consist of property of one kind or different kinds. For this purpose, the liquidator can place whatever value the liquidator considers fair on any property and decide how the division is carried out between shareholders or different groups of shareholders. The liquidator can also, with the same authority, transfer any assets to trustees upon any trusts for the benefit of shareholders which the liquidator decides. The liquidation of the company can then be finalised and the company dissolved. No past or present shareholder can be compelled to accept any shares or other property under the Articles which could give that shareholder a liability.

(f) Transfer of shares

Certificated shares of the company may be transferred in writing either by an instrument of transfer in the usual standard form or in another form approved by the Board. The transfer form must be signed or made effective by or on behalf of the person making the transfer. The person making the transfer will be treated as continuing to be the holder of the shares transferred until the name of the person to whom the shares are being transferred is entered in the register of members of the company.

     The Board may refuse to register any transfer of any share held in certificated form:

(i)

which is in favour of more than four joint holders; or

(ii)

unless the transfer form to be registered is properly stamped to show payment of any applicable stamp duty and delivered to the company’s registered office or any other place the Board decide. The transfer must have with it the share certificate for the shares to be transferred; any other evidence which the Board ask for to prove that the person wanting to make the transfer is entitled to do this; and if the transfer form is executed by another person on behalf of the person making the transfer, evidence of the authority of that person to do so.

Transfers of uncertificated shares must be carried out using a relevant system (as defined in the Uncertificated Securities Regulations 2001 (the Regulations)). The Board can refuse to register a transfer of an uncertificated share in the circumstances stated in the Regulations.

     If the Board decide not to register a transfer of a share, the Board must notify the person to whom that share was to be transferred giving reasons for their decision. This must be done as soon as possible and no later than two months after the company receives the transfer or instruction from the operator of the relevant system.

(g) Untraced shareholders

BT may sell any shares after advertising its intention and waiting for three months if the shares have been in issue for at least ten years, during that period at least three dividends have become payable on them and have not been cashed and BT has not heard from the shareholder or any person entitled to the dividends by transmission. The net sale proceeds belong to BT, but it must pay those proceeds to the former shareholder or the person entitled to them by transmission if that shareholder, or that other person, asks for them.

(h) General meetings of shareholders

Every year the company must hold an annual general meeting. The Board can call a general meeting at any time and, under general law, must call one on a shareholders’ requisition. At least 21 clear days’ written notice must be given for every annual general meeting. For every other general meeting, at least 14 clear days’ written notice must be given. The Board can specify in the notice of meeting a time by which a person must be entered on the register of shareholders in order to have the right to attend or vote at the meeting. The time specified must not be more than 48 hours before the time fixed for the meeting.

(i) Limitations on rights of non-resident or foreign shareholders

The only limitation imposed by the Articles on the rights of non-resident or foreign shareholders is that a shareholder whose registered address is outside the UK and who wishes to receive notices of meetings of shareholders or documents from BT must give the company an address within the UK to which they may be sent.

(j) Directors

Directors’ remuneration

Excluding remuneration referred to below, each director will be paid such fee for his services as the Board decide, not exceeding £65,000 a year and increasing by the percentage increase of the retail prices index (as defined by Section 833(2) Income and Corporation Taxes Act 1988) for any 12 month period beginning 1 April 1999 or an anniversary of that date. The company may by ordinary resolution decide on a higher sum. This resolution can increase the fee paid to all or any directors either permanently or for a particular period. The directors may be paid their expenses properly incurred in connection with the business of the company.

     The Board can award extra fees to a director who holds an executive position; acts as chairman or deputy chairman; serves on a Board committee at the request of the Board; or performs any other services which the Board consider extend beyond the ordinary duties of a director.

     The directors may grant pensions or other benefits to, among others, any director or former director or persons connected with them. However, BT can only provide these benefits to any director or former director who has not been an employee or held any other office or executive position in the company or any of its subsidiary undertakings, or to relations or dependants of, or people connected to, those directors or former directors, if the shareholders approve this by passing an ordinary resolution.

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ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS

Directors’ votes

A director need not be a shareholder, but a director who is not a shareholder can still attend and speak at shareholders’ meetings.

     Unless the Articles say otherwise, a director cannot vote on a resolution about a contract in which the director has an interest (this will also apply to interests of a person connected with the director).

     If the legislation allows, a director can vote and be counted in the quorum on a resolution concerning a contract:

(i)	in which the director has an interest of which the director is not aware; or which cannot reasonably be regarded as likely to give rise to a conflict of interest;
(ii)	in which the director has an interest only because the director is a holder of shares, debentures or other securities of BT, or by reason of any other interest in or through BT;
(iii)	which involves the giving of any security, guarantee or indemnity to the director or any other person for money lent or obligations incurred by the director or by any other person at the request of or for the benefit of BT or the benefit of any of its subsidiary undertakings; or a debt or other obligation which is owed by BT or any of its subsidiary undertakings to that other person if the director has taken responsibility for all or any part of that debt or obligation by giving a guarantee, security or indemnity;
(iv)	where BT or any of its subsidiary undertakings is offering any shares, debentures or other securities for subscription or purchase to which the director is or may be entitled to participate as a holder of BT securities; or where the director will be involved in the underwriting or sub-underwriting;
(v)	relating to any other company in which the director has an interest, directly or indirectly (including holding a position in that company) or is a shareholder, creditor, employee or otherwise involved in that company. These rights do not apply if the director owns one per cent or more of that company or of the voting rights in that company;
(vi)	relating to an arrangement for the benefit of BT employees or former BT employees or any of BT’s subsidiary undertakings which only gives the directors the same benefits that are generally given to the employees or former employees to whom the arrangement relates;
(vii)	relating to BT buying or renewing insurance for any liability for the benefit of directors or for the benefit of persons who include directors;
(viii)	relating to the giving of indemnities in favour of directors;
(ix)	relating to the funding of expenditure by any director or directors: on defending criminal, civil or regulatory proceedings or actions against the director or the directors; in connection with an application to the court for relief; or on defending the director or the directors in any regulatory investigations; or which enables any director or directors to avoid incurring expenditure as described in this paragraph; and
(x)	in which the director’s interest, or the interest of directors generally, has been authorised by an ordinary resolution.

Subject to the relevant legislation, the shareholders can by passing an ordinary resolution ratify any particular contract carried out in breach of those provisions.

Directors’ appointment and retirement

Under BT’s Articles there must be at least two directors, who manage the business of the company. The shareholders can vary this minimum and/or decide a maximum by ordinary resolution. The Board and the shareholders (by ordinary resolution) may appoint a person who is willing to be elected as a director, either to fill a vacancy or as an additional director.

     At every annual general meeting, any director who was elected or last re-elected a director at or before the annual general meeting held in the third year before the current year, must retire by rotation. Any director appointed by the directors automatically retires at the next following annual general meeting. A retiring director is eligible for re-election.

     In addition to any power of removal under the 2006 Act, the shareholders can pass an ordinary resolution to remove a director, even though his or her time in office has not ended. They can elect a person to replace that director subject to the Articles, by passing an ordinary resolution. A person so appointed is subject to retirement by rotation when the director replaced would have been due to retire.

Directors’ borrowing powers

To the extent that the legislation and the Articles allow, the Board can exercise all the powers of the company to borrow money, to mortgage or charge its business, property and assets (present and future) and to issue debentures and other securities, and give security either outright or as collateral security for any debt, liability or obligation of the company or another person. The Board must limit the borrowings of the company and exercise all the company’s voting and other rights or powers of control exercisable by the company in relation to its subsidiary undertakings so as to ensure that the aggregate amount of all borrowings by the group outstanding, net of amounts borrowed intra-group among other things, at any time does not exceed £35bn. These borrowing powers may only be varied by amending the Articles.

(k) Sinking fund, liability to further calls and change of control

BT’s shares are not subject to any sinking fund provision under the Articles or as a matter of the laws of England and Wales. No shareholder is currently liable to make additional contributions of capital in respect of BT’s ordinary shares in the future. There are no provisions in the Articles or of corporate legislation in England and Wales that would delay, defer or prevent a change of control.

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(l) Disclosure of interests in shares

Under the Financial Services and Markets Act 2000 and the UK Disclosure and Transparency Rules there is a statutory obligation on a person who acquires or ceases to have a notifiable interest in the relevant share capital of a public company like BT to notify the company of that fact. The disclosure threshold is 3%. These Rules also deal with the disclosure by persons of interests in shares or debentures of companies in which they are directors and certain associated companies. Under Section 793 of the 2006 Act (referred to in (a) above), BT may ascertain the persons who are or have within the last three years been interested in its shares and the nature of those interests. The UK City Code on Takeovers and Mergers also imposes strict disclosure requirements with regard to dealings in the securities of an offeror or offeree company on all parties to a takeover and also on their respective associates during the course of an offer period.

Material contracts

Excluding contracts entered into in the ordinary course of business, no contracts have been entered into in the two years preceding the date of this document by BT or another member of the group which are, or may be, material to the group or contain a provision under which a member of the group has an obligation or entitlement which is, or may be, material to BT or such other member of the group.

Taxation (US Holders)

This is a summary only of the principal US federal income tax and UK tax consequences of the ownership and disposition of ordinary shares or ADSs by US Holders (as defined below) who hold their ordinary shares or ADSs as capital assets. It does not address all aspects of US federal income taxation and does not address aspects that may be relevant to persons who are subject to special provisions of US federal income tax law, including US expatriates, insurance companies, tax-exempt organisations, banks, regulated investment companies, financial institutions, securities broker-dealers, traders in securities who elect a mark-to-market method of accounting, persons subject to alternative minimum tax, investors that directly, indirectly or by attribution own 10% or more of the outstanding share capital or voting power of BT, persons holding their ordinary shares or ADSs as part of a straddle, hedging transaction or conversion transaction, persons who acquired their ordinary shares or ADSs pursuant to the exercise of options or otherwise as compensation, or persons whose functional currency is not the US Dollar, amongst others. Those holders may be subject to US federal income tax consequences different from those set forth below.

     For the purposes of this summary, a US Holder is a beneficial owner of ordinary shares or ADSs that, for US federal income tax purposes, is: a citizen or individual resident of the United States, a corporation (or other entity taxable as a corporation for US federal income tax purposes) created or organised in or under the laws of the United States or any political subdivision thereof, an estate the income of which is subject to US federal income taxation regardless of its source, or a trust if a US court can exercise primary supervision over the administration of the trust and one or more US persons are authorised to control all substantial decisions of the trust. If a partnership holds ordinary shares or ADSs, the US tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. A partner in a partnership that holds ordinary shares or ADSs is urged to consult its own tax advisor regarding the specific tax consequences of owning and disposing of the ordinary shares or ADSs.

     In particular, this summary is based on (i) current UK tax law and the practice of Her Majesty’s Revenue & Customs (HMRC) and US law and US Internal Revenue Service (IRS) practice, including the Internal Revenue Code of 1986, as amended, existing and proposed Treasury regulations, rulings, judicial decisions and administrative practice, all as currently in effect and available, (ii) the United Kingdom–United States Convention relating to estate and gift taxes, and (iii) the United Kingdom–United States Tax Convention that entered into force on 31 March 2003 and the protocol thereto (the Convention), all as in effect on the date of this annual report, all of which are subject to change or changes in interpretation, possibly with retroactive effect.

     US Holders should consult their own tax advisors as to the applicability of the Convention and the consequences under UK, US federal, state and local, and other laws, of the ownership and disposition of ordinary shares or ADSs.

Taxation of dividends

Under current UK tax law, BT will not be required to withhold tax at source from dividend payments it makes. Unless a US Holder of ordinary shares or ADSs is resident in or ordinarily resident for UK tax purposes in the United Kingdom or unless a US Holder of ordinary shares or ADSs carries on a trade, profession or vocation in the United Kingdom through a branch or agency, or, in the case of a company, a permanent establishment in the United Kingdom, the holder should not be liable for UK tax on dividends received in respect of ordinary shares and/or ADSs.

     For US federal income tax purposes, a distribution will be treated as ordinary dividend income. The amount of the distribution includible in gross income of a US Holder will be the US Dollar value of the distribution calculated by reference to the spot rate in effect on the date the distribution is actually or constructively received by a US Holder of ordinary shares, or by the Depositary, in the case of ADSs. A US Holder who converts Sterling into US Dollars on the date of receipt generally should not recognise any exchange gain or loss. A US Holder who does not convert Sterling into US Dollars on the date of receipt generally will have a tax basis in the British pounds equal to their US Dollar value on such date. Foreign currency gain or loss, if any, recognised by the US Holder on a subsequent conversion or other disposition of Sterling generally will be US source ordinary income or loss. Dividends paid by BT to a US Holder will not be eligible for the US dividends received deduction that may otherwise be available to corporate shareholders.

     For purposes of calculating the foreign tax credit limitation, dividends paid on the ordinary shares or ADSs will be treated as income from sources outside the United States and generally will constitute ‘passive income’. The rules relating to the determination of the foreign tax credit are very complex. US Holders who do not elect to claim a credit with respect to any foreign taxes paid in a given taxable year may instead claim a deduction for foreign taxes paid. A deduction does not reduce US federal income tax on a dollar for dollar basis like a tax credit. The deduction, however, is not subject to the limitations applicable to foreign credits.

     There will be no right to any UK tax credit or to any payment from HMRC in respect of any tax credit on dividends paid on ordinary shares or ADSs.

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ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS

Certain US Holders (including individuals) are eligible for reduced rates of US federal income tax (currently at a maximum rate of 15%) in respect of ‘qualified dividend income’ received in taxable years beginning before 1 January 2011. For this purpose, qualified dividend income generally includes dividends paid by a non-US corporation if, among other things, the US Holders meet certain minimum holding periods and the non-US corporation satisfies certain requirements, including that either (i) the shares or ADSs with respect to which the dividend has been paid are readily tradeable on an established securities market in the United States, or (ii) the non-US corporation is eligible for the benefits of a comprehensive US income tax treaty (such as the Convention) which provides for the exchange of information. BT currently believes that dividends paid with respect to its ordinary shares and ADSs should constitute qualified dividend income for US federal income tax purposes. Each individual US Holder of ordinary shares or ADSs is urged to consult his own tax advisor regarding the availability to him of the reduced dividend tax rate in light of his own particular situation and regarding the computations of his foreign tax credit limitation with respect to any qualified dividend income paid by BT to him, as applicable.

Taxation of capital gains

Unless a US Holder of ordinary shares or ADSs is resident in or ordinarily resident for United Kingdom tax purposes in the United Kingdom or unless a US Holder of ordinary shares or ADSs carries on a trade, profession, or vocation in the United Kingdom through a branch, agency, or in the case of a company, a permanent establishment in the UK, and the ordinary shares and/or ADSs have been used, held, or acquired for the purposes of that trade, profession or vocation the holder should not be liable for UK tax on capital gains on a disposal of ordinary shares and/or ADSs.

     A US Holder who is an individual and who has ceased to be resident or ordinarily resident for tax purposes in the United Kingdom on or after 17 March 1998 or who falls to be regarded as resident outside the United Kingdom for the purposes of any double tax treaty (Treaty non-resident) on or after 16 March 2005 and continues to not be resident or ordinarily resident in the United Kingdom or continues to be Treaty non-resident for a period of less than five years of assessment and who disposes of his ordinary shares or ADSs during that period may also be liable on his return to the United Kingdom to UK tax on capital gains, subject to any available exemption or relief, even though he is not resident or ordinarily resident in the United Kingdom or is Treaty non-resident at the time of disposal.

     For US federal income tax purposes, a US Holder generally will recognise capital gain or loss on the sale, exchange or other disposition of ordinary shares or ADSs in an amount equal to the difference between the US Dollar value of the amount realised on the disposition and the US Holder’s adjusted tax basis (determined in US Dollars) in the ordinary shares or ADSs. Such gain or loss generally will be US source gain or loss, and will be treated as long-term capital gain or loss if the ordinary shares have been held for more than one year at the time of disposition. Long-term capital gains recognised by an individual US Holder generally are subject to US federal income tax at preferential rates. The deductibility of capital losses is subject to significant limitations.

     A US Holder’s tax basis in an ordinary share will generally be its US Dollar cost. The US Dollar cost of an ordinary share purchased with foreign currency will generally be the US dollar value of the purchase price on the date of purchase, or the settlement date for the purchase, in the case of ordinary shares traded on an established securities market, as defined in the applicable Treasury Regulations, that are purchased by a cash basis US Holder (or an accrual basis US Holder that so elects). Such an election by an accrual basis US Holder must be applied consistently from year to year and cannot be revoked without the consent of the IRS. The amount realised on a sale or other disposition of ordinary shares for an amount in foreign currency will be the US Dollar value of this amount on the date of sale or disposition. On the settlement date, the US Holder will recognise US source foreign currency gain or loss (taxable as ordinary income or loss) equal to the difference (if any) between the US Dollar value of the amount received based on the exchange rates in effect on the date of sale or other disposition and the settlement date. However, in the case of ordinary shares traded on an established securities market that are sold by a cash basis US Holder (or an accrual basis US Holder that so elects), the amount realised will be based on the exchange rate in effect on the settlement date for the sale, and no exchange gain or loss will be recognised at that time.

Passive foreign investment company status

A non-US corporation will be classified as a passive foreign investment company for US federal income tax purposes (a PFIC) for any taxable year if at least 75% of its gross income consists of passive income or at least 50% of the average value of its assets consist of assets that produce, or are held for the production of, passive income. BT currently believes that it did not qualify as a PFIC for the tax year ending 31 March 2010. If BT were to become a PFIC for any tax year, US Holders would suffer adverse tax consequences. These consequences may include having gains realised on the disposition of ordinary shares or ADSs treated as ordinary income rather than capital gains and being subject to punitive interest charges on certain dividends and on the proceeds of the sale or other disposition of the ordinary shares or ADSs. Furthermore, dividends paid by BT would not be ‘qualified dividend income’ which may be eligible for reduced rates of taxation as described above. US Holders should consult their own tax advisors regarding the potential application of the PFIC rules to BT.

US information reporting and backup withholding

Dividends paid on and proceeds received from the sale, exchange or other disposition of ordinary shares or ADSs may be subject to information reporting to the IRS and backup withholding at a current rate of 28% (which rate may be subject to change). Certain exempt recipients (such as corporations) are not subject to these information reporting requirements. Backup withholding will not apply, however, to a US Holder who provides a correct taxpayer identification number or certificate of foreign status and makes any other required certification or who is otherwise exempt. Persons that are US persons for US federal income tax purposes who are required to establish their exempt status generally must furnish IRS Form W-9 (Request for Taxpayer Identification Number and Certification). Holders that are not United States persons for US federal income tax purposes generally will not be subject to US information reporting or backup withholding. However, such holders may be required to provide certification of non-US status in connection with payments received in the United States or through certain US-related financial intermediaries.

     Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s US federal income tax liability. A holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

BT GROUP PLC ANNUAL REPORT & FORM 20-F     165

ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS

UK stamp duty

A transfer of or an agreement to transfer an ordinary share will generally be subject to UK stamp duty or UK stamp duty reserve tax (SDRT) at 0.5% of the amount or value of any consideration provided rounded up (in the case of stamp duty) to the nearest £5. SDRT is generally the liability of the purchaser. It is customarily also the purchaser who pays UK stamp duty. A transfer of an ordinary share to, or to a nominee for, a person whose business is or includes the provision of clearance services or to, or to a nominee or agent of, a person whose business is or includes issuing depositary receipts gives rise to a 1.5% charge to stamp duty or SDRT of either the amount of the consideration provided or the value of the share issued rounded up (in the case of stamp duty) to the nearest £5. No UK stamp duty will be payable on the transfer of an ADS (assuming it is not registered in the UK), provided that the transfer documents are executed and always retained outside the UK.

     Transfers of ordinary shares into CREST will generally not be subject to stamp duty or SDRT unless such a transfer is made for a consideration in money or money’s worth, in which case a liability to SDRT will arise, usually at the rate of 0.5% of the value of the consideration. Paperless transfers of ordinary shares within CREST are generally liable to SDRT at the rate of 0.5% of the value of the consideration. CREST is obliged to collect SDRT from the purchaser of the shares on relevant transactions settled within the system.

UK inheritance and gift taxes in connection with ordinary shares and/or ADSs

The rules and scope of domicile are complex and action should not be taken without advice specific to the individual’s circumstances. A lifetime gift or a transfer on death of ordinary shares and/or ADSs by an individual holder, who is US domiciled (for the purposes of the UK/US Estate and Gift Tax Convention) and who is not a UK national (as defined in the Convention) will not generally be subject to UK inheritance tax if the gift is subject to US federal gift or US estate tax unless the tax is not paid.

Limitations affecting security holders

There are no government laws, decrees, regulations, or other legislation of the United Kingdom which have a material effect on the import or export of capital, including the availability of cash and cash equivalents for use by the company except as otherwise described in Taxation (US Holders).

     There are no limitations under the laws of the United Kingdom restricting the right of non-residents to hold or to vote shares in the company.

Documents on display

All reports and other information that BT files with the US Securities and Exchange Commission (SEC) may be inspected at the SEC’s public reference facilities at Room 1580, 100 F Street, NE Washington, DC, 20549, US. These reports may be accessed via the SEC’s website at www.sec.gov

Publications

BT produces a series of reports on the company’s financial, compliance, social and environmental performance. Most of these reports (as well as the EAB Annual Report on BT’s compliance with the Undertakings), are available to shareholders on request and can be accessed at www.bt.com/aboutbt. More detailed disclosures on BT’s implementation of social, ethical and environmental policies and procedures are available online through our independently verified sustainability report at www.bt.com/betterworld

Document	Publication date
Summary financial statement & Notice of Meeting	May
Annual Report & Form 20-F	May
Changing World: Sustained Values	May
EAB Annual Report	May
Quarterly results releases	July, November, February and May
Current Cost Financial Statements	September
Statement of Business Practice (The Way We Work)	January 2009

For printed copies, when available, contact the Shareholder Helpline on Freefone 0808 100 4141 or, alternatively, contact our Registrars in the UK, at the address on page 167.

Electronic communication

Shareholders can now choose to receive their shareholder documents electronically rather than by post. Shareholders may elect to receive documents in this way by going to www.bt.com/signup and following the online instructions, or by calling the Shareholder Helpline (see page 167).

166     BT GROUP PLC ANNUAL REPORT & FORM 20-F

ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS

Shareholder communication

BT is committed to communicating openly with each of its stakeholder audiences in the manner most appropriate to their requirements.

     All investors can visit our website at www.bt.com/investorcentre for more information about BT. There are direct links from this page to sites providing information particularly tailored for shareholders, institutional investors and analysts, industry analysts and journalists.

     An online version of this document is available at www.bt.com/annualreport

Private shareholders

If private shareholders have any enquiries about their shareholding, they should contact our Registrars, Equiniti, at the address below.

     Equiniti maintain BT Group’s share register and the separate BT Group EasyShare register. They also provide a Shareholder Helpline service on Freefone 0808 100 4141.

Shareholder helpline
Tel: Freefone 0808 100 4141
Fax: 01903 833371
Textphone: Freefone 0800 169 6907
From outside the UK:
Tel: +44 121 415 7178
Fax: +44 1903 833371
Textphone: +44 121 415 7028
e-mail: bt@equiniti.com
Website: www.shareview.co.uk

The Registrar	ADR Depositary:
Equiniti	JPMorgan Chase Bank, N.A.
Aspect House	PO Box 64504
Spencer Road	St Paul, MN 55164-0504, US
Lancing	Tel: +1 800 990 1135 (General)
West Sussex	or +1 651 453 2128 (from outside the US)
BN99 6DA	or +1 800 428 4237 (Global Invest Direct)
Website: www.equiniti.com	e-mail: jpmorgan.adr@wellsfargo.com
	Website: www.adr.com

General enquiries
BT Group plc
BT Centre
81 Newgate Street
London EC1A 7AJ
United Kingdom
Tel: 020 7356 5000
Fax: 020 7356 5520
From outside the UK:
Tel: +44 20 7356 5000
Fax: +44 20 7356 5520

Institutional investors and analysts

Institutional investors and equity research analysts may contact BT Investor Relations on:
Tel: 020 7356 4909
e-mail: investorrelations@bt.com

Industry analysts may contact:
Tel: 020 7356 5631
Fax: 020 7356 6546
e-mail: industryenquiry@bt.com

A full list of BT contacts and an electronic feedback facility is available at www.bt.com/talk

BT GROUP PLC ANNUAL REPORT & FORM 20-F     167

ADDITIONAL INFORMATION

CROSS REFERENCE TO FORM 20-F

The information in this document that is referred to in the following table shall be deemed to be filed with the Securities and Exchange Commission for all purposes:

Required Item in Form 20-F Item		Where information can be found in this Annual Report Section	Page
1	Identity of directors, senior management and advisors	Not applicable
2	Offer statistics and expected timetable	Not applicable
3	Key information
3A	Selected financial data	Financial summary		2
		Selected financial data		151
		Information for shareholders
		Exchange rates		160
3B	Capitalisation and indebtedness	Not applicable
3C	Reasons for the offer and use of proceeds	Not applicable
3D	Risk factors	Our risks		36
4	Information on the company
4A	History and development of the company	Our business and strategy
		Who we are		11
		What we do		11
		How we are structured		16
		Information for shareholders
		Background		157
		Other information
		Acquisitions and disposals		40
		Financial review
		Liquidity
		Capital expenditure		51
		Acquisitions and disposals		52
4B	Business overview	Our business and strategy		11
		Our markets and customers		15
		Our resources		18
		Our lines of business		22
		Our corporate responsibility		34
		Consolidated financial statements
		Notes to the consolidated financial statements
		Segment information		101
		Operational statistics		154
		Information for shareholders
		Cautionary statement regarding forward-looking statements		156
4C	Organisational structure	Our business and strategy
		How we are structured		16
		Subsidiary undertakings and associate		149
4D	Property, plants and equipment	Our resources
		Property portfolio		21
		Consolidated financial statements
		Notes to the consolidated financial statements
		Property, plant and equipment		114
		Financial statistics		153
5	Operating and financial review and prospects
5A	Operating results	Our business and strategy		11
		Our lines of business		22
		Financial review		41
		Information for shareholders
		Cautionary statement regarding forward-looking statements		156
5B	Liquidity and capital resources	Financial review		41
		Information for shareholders
		Cautionary statement regarding forward-looking statements		156
		Consolidated financial statements
		Notes to the consolidated financial statements
		Loans and other borrowings		119
		Financial commitments and contingent liabilities		125
		Financial instruments and risk management		137
5C	Research and development, patents and licences	Our resources
		Global research capability		20
		Financial statistics		153

168     BT GROUP PLC ANNUAL REPORT & FORM 20-F

ADDITIONAL INFORMATION CROSS REFERENCE TO FORM 20-F

Required Item in Form 20-F Item		Where information can be found in this Annual Report Section	Page
5D	Trend information	Financial review		41
		Quarterly analysis of revenue and profit		150
		Selected Financial Data		151
		Information for shareholders
		Cautionary statement regarding forward-looking statements		156
5E	Off-balance sheet arrangements	Financial review
		Funding and capital management
		Off-balance sheet arrangements		54
5F	Tabular disclosure of contractual obligations	Financial review
		Funding and capital management
		Contractual obligations and commitments		54
6	Directors, senior management and employees
6A	Directors and senior management	Board of Directors and Operating Committee		58
6B	Compensation	Report on directors’ remuneration		66
		Consolidated financial statements
		Notes to the consolidated financial statements
		Retirement benefit plans		127
		Share-based payments		132
6C	Board practices	Board of Directors and Operating Committee		58
		The Board		60
		Report on directors’ remuneration		66
6D	Employees	Our resources		18
		Financial review
		Financial results		43
		Consolidated financial statements
		Notes to the consolidated financial statements
		Employees		105
		Operational statistics		154
6E	Share ownership	Report on directors’ remuneration		66
		Consolidated financial statements
		Notes to the consolidated financial statements
		Share-based payments		132
7	Major shareholders and related party transactions
7A	Major shareholders	Shareholders and Annual General Meeting
		Substantial shareholdings		82
		Information for shareholders
		Analysis of shareholdings at 31 March 2010		158
7B	Related party transactions	Directors’ information
		Interest of management in certain transactions		78
		Report on directors’ remuneration		66
		Consolidated financial statements
		Notes to the consolidated financial statements
		Related party transactions		124
7C	Interests of experts and counsel	Not applicable
8	Financial information
8A	Consolidated statements and other financial information	See Item 18 below
		Other information
		Legal proceedings		39
		Financial review
		Financial results
		Dividends		47
		Consolidated financial statements
		Notes to the consolidated financial statements
		Financial commitments and contingent liabilities		125
		Information for shareholders
		Dividends		158
		Articles of Association (‘Articles’)
		Dividends		161
8B	Significant changes	Financial review
		Funding and capital management		52
		Going concern		54

BT GROUP PLC ANNUAL REPORT & FORM 20-F     169

ADDITIONAL INFORMATION CROSS REFERENCE TO FORM 20-F

Required Item in Form 20-F Item		Where information can be found in this Annual Report Section	Page
9	The offer and listing
9A	Offer and listing details	Information for shareholders
		Stock exchange listings
		Share and ADS prices		157
9B	Plan of distribution	Not applicable
9C	Markets	Information for shareholders
		Stock exchange listings		157
9D	Selling shareholders	Not applicable
9E	Dilution	Not applicable
9F	Expenses of the issue	Not applicable
10	Additional information
10A	Share capital	Not applicable
10B	Memorandum and articles of association	Information for shareholders
		Articles of Association (‘Articles’)		161
10C	Material contracts	Information for shareholders
		Material contracts		164
10D	Exchange controls	Information for shareholders
		Limitations affecting security holders		166
10E	Taxation	Information for shareholders
		Taxation (US Holders)		164
10F	Dividends and paying agents	Not applicable
10G	Statement by experts	Not applicable
10H	Documents on display	Information for shareholders
		Documents on display		166
10I	Subsidiary information	Not applicable
11	Quantitative and qualitative	Consolidated financial statements
	disclosures about market risk	Accounting policies
		Financial instruments		91
		Notes to the consolidated financial statements
		Financial instruments and risk management		137
12	Description of securities other than equity securities	Not applicable
13	Defaults, dividend arrearages and delinquencies	Not applicable
14	Material modifications to the rights of security holders
	and use of proceeds	Not applicable
15	Controls and procedures	Business policies
		US Sarbanes-Oxley Act of 2002		81
		Disclosure controls and procedures		81
		Internal control over financial reporting		81
16A	Audit committee financial expert	Business policies
		US Sarbanes-Oxley Act of 2002		81
16B	Code of ethics	Business policies
		US Sarbanes-Oxley Act of 2002		81
16C	Principal accountants’ fees and services	Consolidated financial statements
		Notes to the consolidated financial statements
		Audit and non-audit services		136
		Report of the Audit Committee		62
16E	Purchases of equity securities by the issuer and	Not applicable
	affiliated purchasers
16F	Change in registrant’s reporting accountant	Not applicable
16G	Corporate Governance	The Board
		New York Stock Exchange		61
17	Financial statements	Not applicable
18	Financial statements	Report of the independent auditors – Consolidated financial statements		85
		United States opinion		86
		Consolidated financial statements		87
		Quarterly analysis of revenue and profit		150

170     BT GROUP PLC ANNUAL REPORT & FORM 20-F

ADDITIONAL INFORMATION

GLOSSARY OF TERMS

1,2,3

21CN: an end-to-end, next generation IP network, designed to transform the customer experience by delivering new, converged services rapidly and cost effectively.

A

ADS: American Depositary Share

ADSL: Asynchronous Digital Subscriber Line technology converts a standard copper line into a high-speed internet connection, which allows customers to talk and use the internet at the same time

ADSL2+: an enhanced version of ADSL, enabling the provision of higher speed connections

ARPU: average annual revenue per consumer user

B

broadband: comes from ‘broad bandwidth’ and is used to describe a high-capacity, two-way link between an end user and an access network supplier – capable of carrying a wide range of applications

BT Basic: offers a discount of over 60% off line rental available to nearly four million people on low income and also includes a call allowance

BT Business One Plan Plus: the first unlimited calls, lines, broadband and mobile option available to small and medium-sized businesses in the UK

BT Conferencing: the business within BT Enterprises offering global audio, video and internet collaboration services

BT Directories: the business within BT Enterprises offering directory enquiries, operator and emergency services and The Phone Book

BT Engage IT: offers customers a wide range of IT services, including data centre virtualisation and unified communications

BT Enterprises: the business unit within BT Retail encompassing BT Conferencing, BT Directories, BT Expedite, BT Payphones, BT Redcare and BT Openzone

BT Expedite: the business within BT Enterprises offering software and IT services for retailers

BT Fon: global wireless broadband access for BT Total Broadband customers using BT Openzone wi-fi hotspots and the connections of other Fon members

BT Global Services: the BT line of business providing networked IT products, services and solutions in the UK and globally

BT Infinity: the super-fast fibre-based broadband service

BT Innovate & Design: the BT internal service unit responsible for the design and deployment of the platforms, systems and processes which support BT’s products and services

BT Ireland: a division of BT Retail. It operates in the consumer, business, major business and wholesale markets throughout Northern Ireland and the Republic of Ireland

BT Openzone: the broadband internet access service using wireless technology (wi-fi)

BT Operate: the BT internal service unit responsible for the operation of the platforms, systems and processes which support BT’s products and services

BT Payphones: the business within BT Enterprises providing street, managed, prison, card and private payphones

BT Pension Scheme (BTPS): the defined benefit pension scheme which was closed to new members on 31 March 2001

BT Redcare: the business within BT Enterprises offering alarm monitoring and tracking services

BT Retail: the BT line of business offering a wide range of retail products and services to the consumer and small to medium-sized business markets

BT Retirement Plan (BTRP): the defined contribution pension arrangement that was introduced for new BT employees from 1 April 2001 and was closed to new members on 31 March 2009

BT Retirement Saving Scheme (BTRSS): set up on 1 April 2009 as a successor to the BT Retirement Plan and the Syntegra Ltd Flexible Pensions Plan. It is a contract based, defined contribution arrangement

BT Vision: the on-demand television service, which gives viewers access to a wide range of TV and radio channels and pay-per-view services

BT Wholesale: the BT line of business providing network services and solutions within the UK. It services more than 1,000 UK communications providers, including other BT businesses, and others worldwide

Business in the Community: an organisation of more than 800 of the UK’s top companies committed to improving their positive impact on society

C

Childline: the UK’s free, 24-hour helpline for children in distress or danger

‘cloud’ computing: a type of computing that relies on sharing computer resources rather than having local servers or personal devices to handle applications

CP: communications provider

CRM: customer relationship management

CR: corporate responsibility

D

Dabs: one of the UK’s leading internet retailers of IT and technology products, part of BT Business

DBP: BT Group Deferred Bonus Plan – a plan where share awards are granted to selected employees of the group

Dow Jones Sustainability Index: assesses 2,500 companies worldwide on their performance in areas such as corporate governance and ethical practices, investor relations, environmental management, community investment, human rights, health and safety, diversity, supply chain and risk management

DSL: digital subscriber line – a broadband service where existing wires between the local telephone exchange and a customer’s telephone sockets are transformed into a high-speed digital line

E

EBITDA: earnings before interest, taxation, depreciation and amortisation

Etherflow: an adaptive Ethernet service which uses BT’s 21st century network

Ethernet: a popular standard or protocol for linking computers into a local area network. Our Ethernet portfolio gives our communications provider customers a wide choice of high-bandwidth circuits

EPS: earnings per share

ESIP: Employee Share Investment Plan – a plan under which BT can provide free shares to employees, and employees can buy shares in BT from pre-tax salaries

ESPP: BT Group Employee Stock Purchase Plan – a plan for employees in the US which enables them to purchase American Depositary Shares

BT GROUP PLC ANNUAL REPORT & FORM 20-F     171

ADDITIONAL INFORMATION GLOSSARY OF TERMS

F

FTTC: fibre to the cabinet

FTTP: fibre to the premises

G

GLOP: BT Group Legacy Option Plan – a legacy share option plan which is no longer operated by the group

GSOP: BT Group Global Share Option Plan – a legacy share option plan which is no longer operated by the group

I

IASB: International Accounting Standards Board – the board which sets International Financial Reporting Standards

ICT: information and communication technology

IFRS: International Financial Reporting Standards

IP Exchange: BT Wholesale’s global IP interoperability platform that allows communications providers to manage traditional and IP voice calls on a single gateway

IP: internet protocol – a packet-based protocol for delivering data – including voice and video – across networks

ISDN: integrated services digital network – an all digital network that enables a host of services to be carried together on the same circuits. It makes it possible for any two compatible pieces of connected equipment to talk to each other

ISO 14001: the environmental management standard

ISP: internet service provider

ISP: BT Group Incentive Share Plan

L

LLU: local loop unbundling – the process whereby BT’s exchange lines are physically disconnected from BT’s network and connected to other communications providers’ networks. This enables operators, other than BT, to use the company’s local loop to provide services to customers

M

MNS: managed network services – BT Wholesale’s broad portfolio of long-term managed network outsourcing and white label platform offerings

MPLS: multi-protocol label switching – supports the rapid transmission of data across network routers, enabling modern networks to achieve high quality of service

N

N3: the secure broadband network that BT has built and is managing for the NHS

narrowband: non-broadband, fixed access network or line

NCC: network charge control

NGA: Next Generation Access – a super-fast fibre-based broadband service, which we aim to roll out to at least 40% of UK premises in 2012

O

Ofcom: the independent regulator and competition authority for the UK communications industries, with responsibilities across television, radio, telecommunications and wireless communications services

Openreach: Openreach looks after the ‘first mile’ of the UK network, from the exchange through to homes and businesses. Its role is to provide services to all communications providers – including other BT lines of business – on a fair, equal and open basis

P

PPC: partial private circuit

Project Canvas: a joint broadband TV venture with the BBC, Channel 4, Five, ITV and others

Q

Queen’s Award for Enterprise: the UK’s most prestigious award for business performance

R

‘right first time’: the internal measure of whether we are keeping our promises to our customers and meeting or exceeding their expectations

RSP: BT Group Retention Share Plan – a plan where share awards are granted to selected employees of the group

S

SME: small and medium enterprises

SMP: significant market power

Super-fast fibre-based broadband: see NGA

T

TSR: Total shareholder return – a corporate performance measure used to measure BT against a comparator group of companies which contains European telecommunications companies and companies which are either similar in size or market capitalisation and/or have a similar business mix and spread to BT

U

Undertakings: legally-binding commitments BT made to Ofcom, designed to bring greater transparency and certainty to the regulation of the telecommunications industry in the UK. They led to the formation of Openreach

UK GAAP: United Kingdom Generally Accepted Accounting Principles

USO: universal service obligation

US SEC: US Securities and Exchange Commission

172     BT GROUP PLC ANNUAL REPORT & FORM 20-F

ADDITIONAL INFORMATION GLOSSARY OF TERMS

V

VoIP: voice over internet protocol – a method of transporting speech over the internet

W

Wholesale Broadband Connect Fibre: a wholesale variant of BT’s fibre-based broadband service tailored to the needs of communications providers

wi-fi: wireless networking – the ability to connect to a network or a PC using radio as opposed to a physical (cabling) connection

WLR: wholesale line rental – enables communications providers to offer their own-branded telephony services over the BT network

BT GROUP PLC ANNUAL REPORT & FORM 20-F     173

ADDITIONAL INFORMATION

INDEX

A

Accounting policies, Group 87

Accounting policies, BT Group plc 146

Accounting standards, interpretations and

amendments to published standards 94-95

Acquisitions 89, 126-127

Acquisitions and disposals 40, 52

Additional information 155

Alternative performance measures 54-56

Articles of Association 161

Associates and joint ventures 47, 87, 97, 100, 116

Audit Committee, Report of the 62

Audit and non-audit services 136

Audit opinions 85, 86, 145

B

Background 57

Balance sheet 48-50, 100, 147, 152

Board, the 58-60

Board of Directors and Operating Committee 58

BT Global Services 12, 22-25, 101

BT Innovate & Design 33, 101

BT Operate 33, 101

BT Retail 25-28, 101

BT Wholesale 28-31, 101

Business 6

Business and strategy 11

Business policies 79

C

Capital expenditure 14, 51, 55, 103, 125, 153

Capital gains tax 157

Cash and cash equivalents 91, 99, 110

Cash flow statement, group 51, 99, 152

Cautionary statement regarding forward-looking statements 156

Chairman’s message 4

Chief Executive’s statement 5

Competition 15, 36

Comprehensive income, Group statement of 97

Consolidated financial statements 83

Contractual obligations and commitments 54, 125

Corporate Governance Statement 60

Corporate responsibility 34

Cost transformation 11, 44

Critical accounting policies 41, 93-94

Cross reference to Form 20-F 168-170

Customer service 11, 13-14, 27

Customers 16

D

Deferred taxation 49, 91, 94, 108, 122-123

Derivative financial instruments 49, 92, 120-121, 137-144

Directors’ information 78

Directors’ remuneration, report on 66-78

Directors’ responsibility, statement of 84

Directors, Report of the 57-82

Disclosure controls and procedures 81

Dividend investment plan 159

Dividend mandate 159

Dividends 47, 52, 91, 107, 146, 158

Documents on display 166

E

Earnings per share 13, 47, 54-55, 109-110, 150-153

EBITDA 2, 22, 45, 102, 151

Electronic communication 166

Employee plans 132-135

Employees 105

Equity, Group statement of changes in 98

Exchange rates 88, 160

F

Financial commitments and contingent liabilities 125

Financial data, selected 151

Finance expense and finance income 46-47, 107

Financial instruments and risk management 137-144

Financial liabilities 92

Financial position and resources 48-50

Financial review 41

Financial results 43

Financial statements of BT Group plc 146

Financial statistics 153

Financial summary 2

Foreign currencies 88

Free cash flow 13, 51, 55, 152

Funding and capital maintenance 52-54

G

Geographical information 103

Goodwill impairment review 112

Global Invest Direct 159

Global research capability 20

Glossary of terms 171-173

Going concern 54

Group results 43-45

H

Hedging 120, 138-139, 142

How we are structured 8, 16

174     BT GROUP PLC ANNUAL REPORT & FORM 20-F

ADDITIONAL INFORMATION INDEX

I

Income statement, group 96-97

Income statement, group (summarised) 42

Independent auditors, Report of the 85, 86, 145

Individual savings accounts (ISAs) 160

Information for shareholders 156

Intangible assets 89, 112-113

Internal control and risk management 80

Internal control over financial reporting 81

Investments 115

Investing for the future 12

L

Legal proceedings 39

Limitations affecting security holdings 166

Line of business results 41

Lines of business 22

Liquidity 51

Loans and other borrowings 119

Long-term share-based incentives 69

M

Markets and Customers 15

Material contracts 164

Minority interests 123

N

Net debt 53, 56, 111

Nominating Committee, Report of the 64

Non-executive directors 59

Notes to the consolidated financial statements 101-144

New York Stock Exchange 61

O

Off-balance sheet arrangements 54

Openreach 31-33

Operating Committee 58-59

Operating costs 44, 104

Operational statistics 154

Other information 38-40

Other operating income 43, 88, 104

Other reserves 124

Our relationship with HM Government 39

Outlook 3, 14

Overview 2-9

P

Pensions 19, 37, 49, 53

People 18

Performance 2010 3, 24, 28, 30, 32

Principal risks and uncertainties 36

Profit before taxation 47

Property, plant and equipment 49, 89, 93, 114-115

Property portfolio 21

Provisions 49, 91, 94, 122

Publications 166

Q

Quarterly analysis of revenue and profit 150

R

Regulation 38-39

Related party transactions 124

Resources 18-21

Results announcements 160

Retirement benefit plans 127-132

Revenue 43, 87, 102-103

Risks 36

S

Segmental analysis 101-103

Selected financial data 151-153

Share and ADS prices 157

Share capital 93, 123, 146

Share-based payments 90, 132-135, 146

ShareGift 160

Shareholder communication 167

Shareholders and annual general meeting 82

Shareholdings, analysis of 158

Specific items 45-46, 55, 106

Statement of comprehensive income, group 97

Stock exchange listings 157

Strategic priorities 12

Subsidiary undertakings and associate 149

T

Taxation 47, 50, 91, 108-109, 122-123, 146

Taxation (US Holders) 164

Total shareholder return 19, 133, 159

Trade and other payables 49, 92, 121

Trade and other receivables 49, 91, 117-118

U

Unclaimed Assets Register 160

US Sarbanes-Oxley Act of 2002 80

BT GROUP PLC ANNUAL REPORT & FORM 20-F     175

BT Group plc

Registered office: 81 Newgate Street, London EC1A 7AJ
Registered in England and Wales No. 4190816

Produced by BT Group

Printed in England by Pindar Plc
Printed on Revive 50:50 Silk, which is produced using 50% recovered
waste fibre and 50% virgin wood fibre. All pulps used are elemental
chlorine free (ECF).

www.bt.com

PHME 59912