FORM 20-F

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BT GROUP (BT)

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BT GROUP 20-F 2010

FORM 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


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


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


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

•

“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

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

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

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;

	•		“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.

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.

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.

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.


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.

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

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