Interim Results - Part 3

British Telecommunications PLC 8 November 2001 PART 3 NOTES 1 Basis of preparation The unaudited interim results of the group, which are not statutory accounts, have been prepared on the basis of the accounting policies as set out in the report and accounts for the year ended March 31, 2001, with the exception that deferred taxation is now stated on a full liability basis in accordance with FRS 19 'Deferred tax' in place of the partial provisioning basis formerly adopted. The deferred tax liabilities are not being discounted. The comparative figures in the profit and loss account and balance sheet have been restated. Figures for the quarter and six months ended September 30, 2000 and the year ended March 31, 2001 have been restated for the effects of FRS 19 and the earnings per share have been restated for the dilutionary effect of the company's rights issue which closed on June 15, 2001. Additional information in the profit and loss account statements has been presented for the BT Group and mmO2, the subject of the demerger which is expected to take effect on November 19, 2001. The basis of preparation of the comparative financial information on mmO2 in the profit and loss accounts on pages 28 to 31 and in the analysis by line of business in the first part of note 2 is inconsistent in certain respects from that disclosed for mmO2 in the mmO2 listing particulars. The trading information in this BT financial results release is extracted from the group returns used to prepare the consolidated accounts of BT, whereas the financial information in the mmO2 Listing Particulars and that included in the Annex to this release has been prepared from underlying records as if mmO2 had been a discrete operation through the periods presented. The interest charge allocated to mmO2 for all periods presented has been calculated assuming that mmO2's net debt at September 30, 2001 of £500m, has been in existence for the whole of the period, and has been bearing an interest charge of 8 per cent per annum. The allocation to mmO2 of goodwill and the related amortisation charge for the six months ended September 30, 2001 is based on the carrying value of the goodwill as recorded in the accounting records of BT, whereas the financial information in the Annex to this release has been prepared from the underlying records as if mmO2 had been a discrete operation throughout the period presented. On June 1, 2001, the group disposed of its interests in Japan Telecom and J-Phone Communications and on June 29, 2001, its interest in Airtel. On June 25, 2001, the group sold Yell, its classified advertising directory businesses in the UK and the USA. These activities are shown as discontinued operations in the profit and loss accounts. The eliminations are inter-company eliminations. The group accounts for the year ended March 31, 2001, on which the auditors made an unqualified report which did not contain a statement under Section 237(2) or (3) of the Companies Act 1985, have been delivered to the Registrar of Companies. 2 Results of businesses The tables below show the results of BT's current business organisation, which was put in place during the year ended March 31, 2001. Elements of the information are a restatement of the actual results of the group to show the businesses as if they had traded as separate units throughout the relevant comparative period. There is extensive trading between many of the business units and profitability is dependent on the transfer price levels. These intra-group trading arrangements have been subject to review and have changed in certain instances. Comparative figures have been restated for these and other changes and in certain instances have been determined using apportionments and allocations. Further changes to the intra-group trading arrangements may be made during the current financial year. (a) Operating results Group EBITDA Group operating Share of associates and turnover before profit (loss) joint ventures total exceptional before goodwill operating profit (loss) items (i) amortisation and before goodwill exceptional items amortisation and (i) exceptional items £m £m £m £m Second quarter ended September 30, 2001 BT Retail 3,038 315 269 - BT Wholesale 3,027 991 523 - BT Ignite 1,131 34 (87) (12) BTopenworld 57 (25) (36) (2) Other 83 77 (5) 63 Concert - - - (40) Eliminations (2,779) - - - (iii) Total BT 4,557 1,392 664 9 Group before exceptional items mmO2 1,062 71 (94) 2 Discontinued - - - - activities Eliminations (315) - - - (iii) Total before 5,304 1,463 570 11 exceptional items Exceptional - (81) (219) (825) items and goodwill amortisation Total after 5,304 1,382 351 (814) exceptional items and goodwill amortisation 2 Results of businesses continued (a) Operating results Group EBITDA Group operating Share of associates and turnover before profit (loss) joint ventures total exceptional before goodwill operating profit (loss) items (i) amortisation and before goodwill exceptional items amortisation and (i) exceptional items £m £m £m £m Second quarter ended September 30, 2000 (ii) BT Retail 3,007 284 238 - BT Wholesale 2,842 1,027 595 - BT Ignite 820 22 (50) (29) BTopenworld 33 (45) (48) (9) Other 101 117 23 (3) Concert - - - 46 Eliminations (2,544) - - - (iii) Total BT 4,259 1,405 758 5 Group before exceptional items mmO2 804 117 39 (80) Discontinued 167 51 47 134 activities Eliminations (210) - - - and other (iii) Total before 5,020 1,573 844 59 exceptional items Exceptional - - (91) (51) items and goodwill amortisation Total after 5,020 1,573 753 8 exceptional items and goodwill amortisation 2 Results of businesses continued (a) Operating results Group EBITDA Group operating Share of associates and turnover before profit (loss) joint ventures total exceptional before goodwill operating profit (loss) items (i) amortisation and before goodwill exceptional items amortisation and (i) exceptional items £m £m £m £m Half year ended September 30, 2001 BT Retail 6,032 676 585 - BT Wholesale 6,016 1,951 1,010 - BT Ignite 2,147 70 (165) (27) BTopenworld 103 (63) (77) (6) Other 187 186 9 112 Concert - - - (121) Eliminations (5,430) - - - (iii) Total BT 9,055 2,820 1,362 (42) Group before exceptional items mmO2 2,099 135 (189) 5 Discontinued 171 41 37 68 activities Eliminations (567) - - - (iii) Total before 10,758 2,996 1,210 31 exceptional items Exceptional - (95) (354) (855) items and goodwill amortisation Total after 10,758 2,901 856 (824) exceptional items and goodwill amortisation 2 Results of businesses continued (a) Operating results Group EBITDA Group operating Share of associates and turnover before profit (loss) joint ventures total exceptional before goodwill operating profit (loss) £m items (i) amortisation and before goodwill exceptional items amortisation and £m (i) exceptional items £m £m Half year ended September 30, 2000 (ii) BT Retail 5,968 553 463 - BT Wholesale 5,640 2,042 1,190 - BT Ignite 1,572 (17) (151) (69) BTopenworld 59 (79) (85) (45) Other 157 255 76 (41) Concert - - - 106 Eliminations (5,138) - - - (iii) Total BT 8,258 2,754 1,493 (49) Group before exceptional items mmO2 1,568 233 84 (135) Discontinued 332 104 98 288 activities Eliminations (406) - - - (iii) Total before 9,752 3,091 1,675 104 exceptional items Exceptional - - (167) (92) items and goodwill amortisation Total after 9,752 3,091 1,508 12 exceptional items and goodwill amortisation (i) Excludes associates and joint ventures. (ii) The results of the lines of business for the quarter and half year ended September 30, 2000 have been restated. (iii) Includes elimination of turnover between businesses which is included in total turnover of the originating business. 2 Results of businesses continued BT Retail analysis Second quarter ended Half year ended September 30 September 30 2001 2000 2001 2000 £m £m £m £m Group turnover Fixed network calls 1,185 1,255 2,340 2,493 Exchange lines 900 826 1,787 1,649 Private services 131 160 284 319 Customer premises equipment 154 156 298 308 supply Other sales and services 279 254 532 519 Sales to other BT 389 356 791 680 businesses Total group turnover 3,038 3,007 6,032 5,968 Payments to network 2,197 2,064 4,319 4,173 operators and other cost of sales Gross margin 841 943 1,713 1,795 Selling, general and 526 659 1,037 1,242 administration costs EBITDA 315 284 676 553 Depreciation 46 46 91 90 Group operating profit 269 238 585 463 before exceptional items 2 Results of businesses continued BT Wholesale analysis Second quarter ended Half year ended September September 30 30 2001 2000 2001 2000 £m £m £m £m Group turnover BT Retail 1,985 1,982 3,915 3,933 mmO2 87 53 171 135 Other BT lines of 112 113 220 218 business Concert global venture 148 119 286 285 UK fixed operators 480 406 976 755 UK mobile operators 215 169 448 314 Total group turnover 3,027 2,842 6,016 5,640 Operating costs Net staff costs 154 137 308 276 Payments to network 850 754 1,693 1,445 operators Payments to other BT 994 895 1,983 1,861 businesses (a) Other operating costs 92 77 201 152 Other operating income (54) (48) (120) (136) Total operating costs 2,036 1,815 4,065 3,598 before depreciation EBITDA 991 1,027 1,951 2,042 Depreciation 468 432 941 852 Group operating profit 523 595 1,010 1,190 before exceptional items (a) Includes 121 104 239 200 payments to mmO2 for interconnect 2 Results of businesses continued BT Ignite analysis Second quarter ended Half year ended September 30 September 30 2001 2000 2001 2000 £m £m £m £m Group turnover Syntegra 145 132 288 249 Ignite solutions 424 369 831 712 Application service provision 15 11 33 24 Content hosting 21 13 41 23 Media distribution 70 64 138 127 European connectivity 248 108 473 174 UK IP and other 267 183 508 366 Eliminations (59) (60) (165) (103) Total group turnover 1,131 820 2,147 1,572 EBITDA Syntegra 3 11 5 18 Ignite solutions 35 31 71 54 Application service provision (5) (15) (10) (28) Content hosting (14) (11) (27) (23) Media distribution 17 26 34 47 European connectivity (29) (22) (53) (29) UK IP and other 27 2 50 (56) Total EBITDA 34 22 70 (17) Operating loss before goodwill amortisation and exceptional items Syntegra 1 8 - 12 Ignite solutions 15 14 32 25 Application service provision (7) (19) (14) (33) Content hosting (16) (12) (34) (26) Media distribution 10 22 22 37 European connectivity (68) (50) (131) (82) UK IP and other (22) (13) (40) (84) Total operating loss before (87) (50) (165) (151) goodwill amortisation and exceptional items 2 Results of businesses continued mmO2 analysis Second quarter ended Half year ended September 30 September 30 2001 2000(i) 2001 2000(i) pro forma pro forma £m £m £m £m Group turnover UK - BT Cellnet 675 663 1,368 1,334 Germany - Viag Interkom 221 167 420 293 Ireland - Esat Digifone 98 77 193 144 The Netherlands - Telfort Mobiel 49 28 89 52 Genie 28 1 39 1 Other and eliminations (9) 1 (10) 13 Total group turnover 1,062 937 2,099 1,837 EBITDA before exceptional items UK - BT Cellnet 161 161 327 293 Germany - Viag Interkom (48) (108) (114) (215) Ireland - Esat Digifone 31 15 59 32 The Netherlands - Telfort Mobiel (37) (20) (54) (48) Genie (22) (31) (55) (49) Other (14) (30) (28) (40) Total EBITDA before exceptional 71 (13) 135 (27) items Operating (loss) before goodwill amortisation and exceptional items UK - BT Cellnet 86 105 183 179 Germany - Viag Interkom (98) (150) (221) (295) Ireland - Esat Digifone 14 3 29 10 The Netherlands - Telfort Mobiel (56) (31) (87) (65) Genie (27) (31) (65) (49) Other (13) (23) (28) (35) Total operating loss before goodwill (94) (127) (189) (255) amortisation and exceptional items Capital expenditure UK - BT Cellnet 135 113 257 225 Germany - Viag Interkom 82 97 161 184 Ireland - Esat Digifone 25 31 44 67 The Netherlands - Telfort Mobiel 31 58 68 73 Genie 30 7 41 19 Other 36 7 52 20 Total capital expenditure 339 313 623 588 (i) The results of the second quarter and half year ended September 30, 2000 have been shown on a pro forma basis to include three months and six months respectively of all the operating entities of mmO2 as though they were subsidiaries for the whole of those periods. 2 Results of businesses continued (b) Capital expenditure on plant, equipment and property Second quarter ended September 30 Half year ended September 30 2001 2000 2001 2000 £m £m £m £m BT Retail 18 51 48 104 BT Wholesale 439 533 884 1,013 BT Ignite 104 181 246 314 BTopenworld 3 8 5 30 Other 96 111 182 198 Total BT Group 660 884 1,365 1,659 mmO2 339 204 623 377 Discontinued - 7 1 9 activities Total 999 1,095 1,989 2,045 (c) Net assets Net operating assets Associates and joint (liabilities) (i) ventures £m £m At September 30, 2001 BT Retail 1,077 - BT Wholesale 11,958 - BT Ignite 3,817 122 BTopenworld (30) - Concert - 430 Other 1,272 729 Total BT Group 18,094 1,281 mmO2 19,923 27 Total 38,017 1,308 At March 31, 2001 BT Retail 1,114 - BT Wholesale 12,511 - BT Ignite 3,584 178 BTopenworld (42) 10 Concert - 1,430 Other 1,775 2,511 Total BT Group 18,942 4,129 mmO2 18,634 27 Total 37,576 4,156 (i) Net operating assets comprise tangible and intangible fixed assets, stocks, debtors less creditors, excluding loans and other borrowings, and provisions for liabilities and charges, excluding deferred tax. 3 Other operating income Second quarter ended Half year ended September 30 September 30 2001 2000 2001 2000 £m £m £m £m Provision of administration 28 30 70 89 services to the Concert global venture Other 51 35 110 64 Total 79 65 180 153 4 Group's share of profit (losses) of associates and joint ventures Second quarter ended Half year ended September 30 September 30 2001 2000 2001 2000 £m £m £m £m Share of operating profits before 11 59 31 104 goodwill amortisation and exceptional items Amortisation of goodwill (9) (51) (39) (92) Goodwill impairment (265) - (265) - Provision for impairment of (551) - (551) - Concert joint venture tangible fixed assets on unwind Group's share of operating (814) 8 (824) 12 profits (losses) of associates and joint ventures 5 Profit on sale of fixed asset investments and group undertakings The profit in the six months ended September 30, 2001 of £4,495m is mainly attributable to the profit of £2,361m on the sale of BT's interests in Japan Telecom and J-Phones Communications, the profit of £844m on the sale of BT's interest in Airtel, the profit of £1,137m on the sale of Yell, the group's classified advertising directory business, and £120m profit recognised on BSkyB shares that were able to be sold on receipt, obtained in exchange for the residual interest in British Interactive Broadcasting in May 2001. 6 Amounts written off investments The amounts written off investments in the three and six months ended September 30, 2001 of £535m are mainly attributable to AT&T Canada, £347m and Impsat, £157m. 7 Net interest payable Second quarter ended September Half year ended September 30 30 2001 2000 2001 2000 £m £m £m £m Group 460 312 975 558 Joint 35 66 77 122 ventures and associates Total 495 378 1,052 680 interest payable Interest (133) (64) (216) (127) receivable Net 362 314 836 553 interest payable 8 Earnings (loss) per share The basic earnings (loss) per share are calculated by dividing the profit (loss) attributable to shareholders by the average number of shares in issue after deducting the company's shares held by employee share ownership trusts. In calculating the diluted earnings per share, share options outstanding and other potential ordinary shares have been taken into account. The diluted loss per share is shown as the same as the basic loss per share. Comparative figures have been restated for the rights issue which closed on June 15, 2001. The average number of shares and attributable earnings (loss) in the periods were: Second quarter ended September 30 Half year ended September 30 2001 2000 2001 2000 (restated) (restated) millions of shares millions of shares Basic 8,530 7,282 8,021 7,262 Diluted 8,578 7,390 8,086 7,391 8 Earnings (loss) per share continued A reconciliation of attributable earnings (loss) to attributable earnings before goodwill amortisation and exceptional items is as follows: Second quarter Half year ended ended September 30 September 30 2001 2000 2001 2000 £m £m £m £m Profit (loss) attributable to (1,477) 256 2,870 562 shareholders Exceptional items: Profit on sale of group 11 24 4,495 65 undertakings and fixed asset investments Goodwill impairment in subsidiary (16) - (16) - undertakings Goodwill impairment in associates (265) - (265) - and joint ventures Provision for impairment of Concert (551) - (551) - joint venture tangible fixed assets on unwind Other asset impairment (7) - (7) - Amounts written off investments (535) - (535) - mmO2 demerger costs (74) - (88) - Goodwill amortisation (131) (142) (282) (259) Net credit (charge) before tax and (1,568) (118) 2,751 (194) minority interests Tax credit (charge) attributable (2) - 2 (12) Minority interests - 1 - (21) Net credit (charge) (1,570) (117) 2,753 (227) Profit attributable to shareholders 93 373 117 789 before goodwill amortisation and exceptional items Earnings (loss) per share - basic (17.3)p 3.5p 35.8p 7.7p - diluted (17.3)p 3.5p 35.5p 7.6p Earnings per share before goodwill amortisation and exceptional items - basic 1.1p 5.1p 1.5p 10.9p - diluted 1.1p 5.0p 1.4p 10.7p 9 Reconciliation of operating profit to operating cash flow Second quarter ended Half year ended September September 30 30 2001 2000 2001 2000 £m £m £m £m Group operating 351 753 856 1,508 profit Depreciation and 1,031 820 2,045 1,583 amortisation Changes in working 96 (277) (212) (352) capital Provision movements (45) 40 (2) 24 and other Net cash flow from 1,433 1,336 2,687 2,763 operating activities 10 Intangible assets At September 30 At March 31 2001 2000 2001 £m £m £m Mobile licences 9,707 4,456 9,732 Goodwill 8,850 6,650 8,648 18,557 11,106 18,380 11 Net debt (a) Analysis At September 30 At March 31 2001 2000 2001 £m £m £m Long-term loans and other borrowings falling due 17,704 6,399 18,775 after more than one year Short-term borrowings and long-term loans and 6,202 14,800 12,136 other borrowings falling due within one year Total debt 23,906 21,199 30,911 Short-term investments (6,973) (2,091) (2,557) Cash at bank (404) (369) (412) Net debt at end of period 16,529 18,739 27,942 11 Net debt continued (b) Reconciliation of net cash flow to movement in net debt Second quarter ended Half year ended September 30 September 30 2001 2000 2001 2000 £m £m £m £m Net debt at beginning of 17,481 15,354 27,942 8,700 period Increase (decrease) in net (482) 3,966 (11,141) 9,940 debt resulting from cash flows Net debt assumed or issued - 11 (15) 46 on acquisitions Currency and other 174 (591) 27 (30) movements Other non-cash movements (644) (1) (284) 83 Net debt at end of period 16,529 18,739 16,529 18,739 12 Provisions for liabilities and charges At September 30 At March 31 2001 2000 2001 (restated) (restated) £m £m £m Deferred taxation 2,276 2,409 2,285 Pension provisions 372 679 335 Other provisions 115 73 118 2,763 3,161 2,738 Following the adoption of FRS 19 on April 1, 2001, the deferred tax provision has been restated to a full liability provision method and has increased on restatement by £2,015m at March 31, 2001 and by £1,985m at September 30, 2000. 13 Share capital and reserves £m Share capital Balance at April 1, 2001 1,646 Rights issue (a) 494 Issued during period 10 Balance at September 30, 2001 2,150 Reserves Balance at April 1, 2001, as reported 12,423 Less: adjustment for restatement of deferred tax provision (2,015) Balance at April 1, 2001, as restated 10,408 Share premium on rights issue, less £52m expenses (a) 5,382 Premium on other allotments of ordinary shares 165 Profit for the six months to September 30, 2001 2,870 Currency movements (b) 10 Movement relating to BT's employee share ownership trust (67) Other movements 14 Balance at September 30, 2001 18,782 Total share capital and reserves at September 30, 2001 20,932 (a) The group's rights issue closed on June 15, 2001. A total of 1,976 million ordinary shares of 25 pence were issued at 300 pence per share in a 3 for 10 rights issue. Of the total of £5,876m raised, net of £52m expenses, £494m has been credited to share capital and the balance to share premium account. The total number of issued ordinary shares was 8,601 million at September 30, 2001. (b) Net of £69m movement on the retranslation of foreign borrowings and other hedging instruments. 14 Digifone Under an agreement made in January 2000, on April 18, 2001 BT completed the acquisition of the 49.5 per cent minority interest in Digifone, Ireland's second mobile operator, for approximately £869m including acquisition expenses. 15 Earnings before interest, taxation, depreciation and amortisation (EBITDA) Second quarter ended Half year ended September 30 September 30 2001 2000 2001 2000 £m £m £m £m Group operating profit 351 753 856 1,508 Depreciation 892 725 1,779 1,412 Amortisation 139 95 266 171 EBITDA 1,382 1,573 2,901 3,091 Exceptional items 81 - 95 - excluding depreciation and amortisation EBITDA before 1,463 1,573 2,996 3,091 exceptional items 16 Results of associates and joint ventures Group's share Turnover EBITDA Total operating £m before profit (loss) before exceptional items goodwill amortisation £m and exceptional items £m Second quarter ended September 30, 2001 Concert global venture 579 9 (40) Cegetel 267 83 51 Other continuing 268 35 - Discontinued investments - - - Total 1,114 127 11 Second quarter ended September 30, 2000 Concert global venture 836 58 46 Cegetel 213 44 20 Other continuing 358 (50) (141) Discontinued investments 1,354 383 134 Total 2,761 435 59 Half year ended September 30, 2001 Concert global venture 1,179 (24) (121) Cegetel 519 155 95 Other continuing 547 57 (11) Discontinued investments 634 148 68 Total 2,879 336 31 16 Results of associates and joint ventures continued Group's share Turnover EBITDA Total operating £m before profit (loss) before exceptional items goodwill amortisation £m and exceptional items £m Half year ended September 30, 2000 Concert global venture 1,430 168 106 Cegetel 405 73 24 Other continuing 826 (146) (314) Discontinued investments 2,322 545 288 Total 4,983 640 104 17 United States Generally Accepted Accounting Principles The results set out above have been prepared in accordance with accounting principles generally accepted in the United Kingdom. The table below sets out the results calculated in accordance with United States Generally Accepted Accounting Principles. Second quarter ended Half year ended September 30 September 30 2001 2000 2001 2000 £m £m £m £m Net income (loss) (1,046) (70) 2,705 170 attributable to shareholders Earnings (loss) per ADS (1.23) (0.10) 3.37 0.23 (£) Each American Depositary Share (ADS) represents 10 ordinary shares of 25p each. Shareholders' equity, calculated in accordance with United States Generally Accepted Accounting Principles, is £18,538m at September 30, 2001 (September 30, 2000 - £13,170m, March 31, 2001 - £10,231m). ____________________________________________________________ Non-financial statistics As at September 30, 2001, unless otherwise stated mmO2 - selected operations BT Cellnet: Pre-pay customer base (000s) 7,550 Post-pay customer base (000s) 3,418 Total customer base (000s) 10,968 WAP unique visitors (000s) 820 Pre-pay ARPU (£ per year) 108 Post-pay ARPU (£ per year) 489 Blended ARPU (£ per year) 238 Viag Interkom: Pre-pay customer base (000s) 1,643 Post-pay customer base (000s) 1,751 Total customer base (000s) 3,394 WAP unique visitors (000s) 272 Pre-pay ARPU (£ per year) 58 Post-pay ARPU (£ per year) 304 Blended ARPU (£ per year) 184 Esat Digifone: Pre-pay customer base (000s) 755 Post-pay customer base (000s) 350 Total customer base (000s) 1,105 WAP unique visitors (000s) 83 Pre-pay ARPU (£ per year) 190 Post-pay ARPU (£ per year) 623 Blended ARPU (£ per year) 330 Telfort: Pre-pay customer base (000s) 1,061 Post-pay customer base (000s) 217 Total customer base (000s) 1,278 WAP unique visitors (000s) 376 Pre-pay ARPU (£ per year) 83 Post-pay ARPU (£ per year) 487 Blended ARPU (£ per year) 165 Notes: (i) Customer bases are active customers. Pre-pay customers are defined as active if they have used the network within the last three months. (ii) ARPU is the Annual Average Revenue per user. (iii) The basis on which customer numbers, ARPU and WAP unique visitors figures are calculated is set out in Notes 1, 2 and 7 on Page 20 of the mmO2 Listing Particulars. (iv) Viag ARPU per year is calculated by annualising Viag's ARPU for the six months to September 30, 2001. Non-financial statistics continued As at September 30, 2001, unless otherwise stated BT Group UK exchange lines: Business, including wholesale (000s) 9,019 Residential, including service providers (000s) 20,010 BT Wholesale Optical fibre in network (km millions) 5.5 SDH nodes 2,123 Next generation trunk switches 66 BT Dial IP ports connected to groomed local exchanges (000s) (a) 372 ADSL enabled exchanges 1,000 ADSL lines provided (000s) 89 (a) Grooming applies to internet type calls originating from BT customers. These calls are grouped together and then routed directly to BT's Dial IP platform or other operators' networks. Grooming occurs at all BT's digital local exchanges. BT Ignite Inter-city fibre network (kms) (a) 52,000 Web hosting centres 20 Dial access ports 600,000 (a) Of which over 40,000 route kilometres are through our wholly owned businesses in Europe. BTopenworld Fixed ISP UK customers: Pay As You Go (000s) 565 ISP Customers (unmetered) (000s) 868 ADSL customers (000s) 52 Total customer base (000s) 1,485 ______________________________________________________________________ Forward-looking statements - caution advised Certain statements in this results release 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 include, without limitation, those concerning: expectations regarding turnover, costs, growth and the communications industry; the possible or assumed future results of operations of BT and/or its lines of business, associates and joint ventures; the impact on BT of the unwind of Concert, the global venture with AT&T; expectations regarding capital expenditure, investment plans and cost reductions; expectations regarding the disposal of non-core businesses and group property, intentions regarding the demerger of mmO2, the level of BT's borrowings, the unwind of Concert and the exit from AT&T Canada. 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 and its lines of business; future regulatory actions and conditions in BT's operating areas, including competition from others in the UK and other international communications markets; technological innovations, including the cost of developing new products and the need to increase expenditure improving the quality of service; prolonged adverse weather conditions resulting in a material increase in overtime, staff or other costs; developments in the convergence of technologies; the timing of entry and profitability of BT and its businesses in certain national and international markets; fluctuations in foreign currency exchange rates and interest rates; general financial market conditions affecting BT's ability to fulfil its intentions regarding the demerger of mmO2, its debt reduction, the unwind of Concert and the exit from AT&T Canada. A-1 ANNEX Supplementary mmO2 group financial information Set out below is the interim profit and loss account, balance sheet and cash flow statement of the mmO2 group as at and for the six months ended September 30, 2001, together with comparative information. The information in this Annex is supplementary to and should be read in conjunction with the summary financial information relating to mmO2 group set out in this BT financial results release. A-2 mmO2 group interim financial information for the six months ended September 30, 2001 COMBINED PROFIT AND LOSS ACCOUNT 6 months to 6 months to September September (unaudited) 30, 2001 30, 2000 £ million £ million Group turnover 2,099 1,520 Group operating loss (373) (65) Share of associates and joint ventures operating 6 (144) profits/(losses) Net interest (payable)/receivable (1) 5 Loss on ordinary activities before taxation (368) (204) Tax on loss on ordinary activities (19) (43) Loss on ordinary activities after taxation (387) (247) Minority interests - (2) Loss for the financial period (387) (249) Basic and diluted loss per share (pence) (4.5)p (2.9)p Basic and diluted earnings per share before depreciation, amortisation, exceptional items, minority interests, interest and taxation (pence) 1.9p 0.8p A-3 COMBINED BALANCE SHEET (unaudited) September 30, March 31, 2001 2001 £ million £ million Fixed assets 20,375 19,384 Current assets 1,967 1,784 Creditors: amounts falling due within one year (1,354) (1,504) Net current assets 613 280 Total assets less current liabilities 20,988 19,664 Creditors: amounts falling due after more than (1,273) (399) one year Provisions for liabilities and charges (224) (205) Equity minority interests - 8 Net assets 19,491 19,068 Owners' net investment 19,491 19,068 A-4 COMBINED CASH FLOW STATEMENT 6 months ended 6 months ended September 30, 2001 September 30, 2000 (unaudited) £ million £ million Net cash inflow from operating 422 818 activities Net cash inflow from returns on 5 5 investments and servicing of finance Taxation - (6) Net cash outflow from capital (687) (4,664) expenditure and financial investment Net cash outflow from acquisitions and (873) (6,664) disposals Cash outflow before financing (1,133) (10,511) Net cash inflow from financing 1,155 10,581 Increase in cash in the period 22 70 A-5 NOTE TO THE mmO2 GROUP INTERIM FINANCIAL INFORMATION Basis of preparation The mmO2 group ('mmO2') unaudited interim financial information has been prepared using the accounting principles and policies set out on pages 119 to 124 (inclusive) of the Listing Particulars of mmO2 plc published on September 18, 2001 (the 'Listing Particulars'), with the exception of the accounting for certain allocated loans and borrowings from BT referred to below. As explained on page 34 of the BT financial results release, the basis of preparation of the comparative information for mmO2 included earlier in this results release is inconsistent in certain respects with that disclosed in the Listing Particulars. During the period covered by these interim results, the mmO2 group was not constituted as a discrete legal group of companies under a single holding company. All equity funding of mmO2's businesses during the period was provided via BT's net investment (the 'Owners' net investment'). On 16 November, 2001 mmO2 will be transferred to the new mmO2 group holding company, mmO2 plc, via a scheme of arrangement under section 425 of the Companies Act 1985. Following this, on November 19, 2001, holders of existing BT shares will receive one share in mmO2 plc and one share in BT Group plc for each share held. For the purpose of the preparation of the financial information contained in the Listing Particulars, a portion of BT's short- and long-term loans and other borrowings were allocated to mmO2. The basis of presentation adopted for the purposes of the mmO2 interim financial information in this Annex shows the results and financial position of mmO2 with no allocations of loans and other borrowings from BT, except as referred to below. This is consistent with the present debt structure of mmO2 and that which will exist on demerger. The impact of this difference in presentation on the balance sheet at March 31, 2001 is to increase Owners' net investment from £2,452 million to £19,068 million. Loans and other borrowings previously allocated to mmO2 for the purpose of the Listing Particulars of £16,140 million and the related interest payable, net of taxation, of £476 million, have not been allocated to mmO2 for the purpose of this mmO2 interim financial information. The actual interest charge for mmO2 included in the interim financial information on page A-2 reflects the interest on mmO2's actual borrowings in the periods shown, by contrast with the mmO2 information included earlier in the BT financial results release, which, as explained on page 34, has been calculated assuming that mmO2's net debt (excluding the QTE lease liability) was £500m throughout the whole period. A-6 In accordance with the Separation Agreement dated September 18, 2001 as amended and restated by an Amending Agreement dated October 31, 2001 between, among others, mmO2 and BT, BT has converted to equity part of the intercompany debt owed to BT, by mmO2, such that the net indebtedness (excluding the QTE lease liability) owed by mmO2 as at September 30, 2001 is approximately £500 million. This amount has been included in the interim financial information as the net debt owed by mmO2 (including to BT) at September 30, 2001. The financial information presented may not necessarily reflect the financial position, operating results, borrowings, BT's net investment and cash flows of mmO2 as they would have been had mmO2 been a separate, stand alone entity during the periods presented. In particular, on demerger BT's net investment in mmO2 and loans due to BT will be replaced by share capital and reserves and by external borrowings, respectively. These results are unaudited and do not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985.

Companies

BT Group (BT.A)
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