SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 11 November 2004 BT Group plc (Translation of registrant's name into English) BT Centre 81 Newgate Street London EC1A 7AJ England (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F..X... Form 40-F..... Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ..... No ..X.. If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________ Enclosures: 1. Interim Results announcement made on 11 November 2004 BT GROUP PLC November 11, 2004 SECOND QUARTER AND HALF YEAR RESULTS TO SEPTEMBER 30, 2004 SECOND QUARTER HIGHLIGHTS Group turnover up 2 per cent, excluding the impact of mobile termination rate reductions, at GBP4,602 million. Up 1 per cent including the impact of mobile termination rate reductions New wave turnover of GBP1,033 million, up 36 per cent Profit before taxation, goodwill amortisation and exceptional items of GBP549 million, up 4 per cent Earnings per share before goodwill amortisation and exceptional items, up 9 per cent at 4.8 pence Free cash flow before acquisitions, disposals and dividends of GBP594 million Net debt of GBP8,267 million, 6 per cent lower than previous year Broadband end users of 3.3 million at September 30, 2004 with a record 607,000 DSL connections in the quarter HALF YEAR HIGHLIGHTS Group turnover up 1 per cent, excluding the impact of mobile termination rate reductions, at GBP9,169 million. Turnover flat including the impact of mobile termination rate reductions New wave turnover of GBP1,969 million, up 34 per cent Profit before taxation, goodwill amortisation and exceptional items of GBP983 million, down 4 per cent. Up 4 per cent before leaver costs Earnings per share before goodwill amortisation and exceptional items maintained at 8.5 pence. Up 7 per cent at 9.4 pence before leaver costs Interim dividend of 3.9 pence per share, up 22 per cent The full profit and loss account, cash flow statement and balance sheet, drawn up in accordance with UK generally accepted accounting principles, from which this information is extracted are set out on pages 14 to 19. Chairman's statement Sir Christopher Bland, Chairman, commenting on the half year results said: "The group is making exciting progress, delivering strong financial results whilst transforming the business. I am very pleased to report that we will be paying an interim dividend of 3.9 pence per share, 22 per cent higher than last year. "We continue to invest in our business at a rate well above others in Europe. This investment, together with our continuing research and development programmes, are helping BT take a world leading position." Chief Executive's statement Ben Verwaayen, Chief Executive, commenting on the second quarter results, said: "The 36 per cent growth of new wave revenues helped us deliver the best underlying revenue growth in almost 3 years. We continue to improve earnings per share, up 9 per cent before goodwill amortisation and exceptional items. "We are winning business across the globe and responding innovatively to an intense competitive environment, particularly in the UK. Our agreement to acquire Infonet is another step in BT's transformation into a leading provider of IT and networking services. "We now have more than 3.3 million broadband DSL customers, with the latest million connections achieved in less than six months, which is a new connection every 15 seconds. "These results demonstrate our continuing ability to improve earnings whilst building for the future." RESULTS FOR THE SECOND QUARTER AND HALF YEAR TO SEPTEMBER 30, 2004 Second quarter Half year 2004 2003 Better 2004 2003 Better (worse) (worse) GBPm GBPm % GBPm GBPm % Group turnover 4,602 4,568 1 9,169 9,154 - EBITDA - before exceptional items and leaver costs 1,449 1,485 (2) 2,893 2,955 (2) - before exceptional items 1,441 1,469 (2) 2,783 2,928 (5) Profit before taxation - before goodwill, exceptional items and leaver costs 557 544 2 1,093 1,056 4 - before goodwill and exceptional items 549 528 4 983 1,029 (4) - after goodwill and exceptional items 567 507 12 983 1,004 (2) Earnings per share - before goodwill, exceptional items and leaver costs 4.9p 4.6p 7 9.4p 8.8p 7 - before goodwill and exceptional items 4.8p 4.4p 9 8.5p 8.5p - - after goodwill and exceptional items 5.0p 4.3p 16 8.6p 8.4p 2 Capital expenditure 803 578 (39) 1,497 1,130 (32) Free cash flow 594 585 2 751 1,203 (38) Dividend 3.9p 3.2p 22 Net debt 8,267 8,768 6 The commentary focuses on the results before goodwill amortisation and exceptional items. This is consistent with the way that financial performance is measured by management and we believe allows a meaningful comparison to be made of the trading results of the group. As noted in the first quarter, the results have been restated to reflect the requirements of UITF Abstract 38 'Accounting for ESOP trusts' and the related amendments to UITF Abstract 17 (revised 2003) 'Employee Share Schemes' which the group has adopted (see note 1). This restatement results in an additional operating profit charge of GBP2 million for the half year and GBP1 million for the quarter ended September 30, 2003. The full profit and loss account, cash flow statement and balance sheet are provided on pages 14 to 19. A reconciliation of EBITDA to group operating profit is provided on page 27. GROUP RESULTS - SECOND QUARTER ENDED SEPTEMBER 30, 2004 The results for the second quarter show that the transformation of our business is progressing well. Turnover was 1 per cent higher at GBP4,602 million with the strong growth of new wave turnover more than offsetting the decline in traditional turnover. Excluding the impact of regulatory reductions to mobile termination rates, which have no impact on profitability, the underlying turnover increased by 2 per cent. Earnings per share before goodwill amortisation and exceptional items increased by 9 per cent to 4.8 pence. The strong growth in new wave turnover continued and at GBP1,033 million was 36 per cent higher than last year. New wave turnover accounted for 22 per cent of the group's turnover compared to 17 per cent in the second quarter of last year. New wave turnover is mainly generated from Information and Communications Technology (ICT) solutions, broadband, mobility and managed services. ICT turnover grew by 20 per cent to GBP699 million. Mobility turnover at GBP49 million achieved growth of 188 per cent. Broadband turnover increased by 88 per cent to GBP199 million. Turnover from the group's traditional businesses declined by 6 per cent (5 per cent excluding the impact of reductions to mobile termination rates). This decline reflects regulatory intervention, competition, price reductions and also technological changes that we are using to drive customers from traditional services to new wave services, such as broadband and Internet Protocol Virtual Private Networks (IPVPN's). Total consumer turnover in the second quarter was 5 per cent lower (4 per cent lower excluding the impact of reductions to mobile termination rates) compared to last year. New wave consumer turnover increased by 65 per cent, driven by the continuing growth of broadband and mobility. Broadband connections increased by over 100 per cent and mobility connections increased to over 160,000 at September 30, 2004 from 11,000 last year. In July, BT Communicator was launched, allowing customers to make voice over internet calls, e-mail, instant messaging through Yahoo! messenger and text messaging to give consumers a truly converged multi-media communications experience. BT Together packages provide an important element in defending traditional turnover. From July 1, 2004 we built on the success of the BT Together family of packages and simplified our pricing structure. This change brings lower call charges and reductions to our three BT Together fixed monthly fee packages and will make it easier for customers to compare the value they get from BT with similar offerings from competitors. Customer numbers on BT Together increased by 8.7 million compared to September 30, 2003 mainly as a result of this simplification and there are now 17.6 million BT Together customers. Within this, the number of customers on the frequent user packages of BT Together Option 2 increased by 8 per cent to 1.3 million and Option 3 increased by 145 per cent to 0.5 million. Traditional consumer turnover declined by 8 per cent compared to last year, consistent with the previous quarter. This decline reflects the migration to new wave products, Carrier Pre-Selection (CPS) penetration and mobile substitution. The underlying 12 month rolling average revenue per consumer customer household (net of mobile termination charges) of GBP262 declined by GBP3 compared to last quarter with increased broadband volumes offset by lower call revenues and broadband price reductions. Contracted revenues increased by 1 percentage point to 60 per cent compared to last quarter, and is 3 percentage points higher than last year. Turnover from smaller and medium sized businesses declined by 4 per cent (3 per cent excluding the impact of reductions to mobile termination rates). The continued expansion of the BT Business Plan portfolio, originally launched in January 2003, has extended its reach. The number of business locations had more than doubled against last year to 322,000 by September 30, 2004, an increase of 9 per cent in the quarter. This, together with our 82 BT Local Businesses, defended some of the decline in the traditional revenue. New wave turnover grew by 49 per cent in this customer segment supported by the 61 per cent growth in Business Broadband customers. A new product structure, announced in September, increases the bandwidth size of Business Broadband products, whilst maintaining current prices. The introduction of additional value added services, such as internet trading and security, have helped increase the number of customers using BT to provide their business applications. 58 per cent of new Business Broadband customers now choose BT for one or more of their application requirements. Major Corporate (UK and international) turnover increased by 2 per cent with the strong growth in new wave turnover (23 per cent) more than offsetting the decline in traditional services. There is a continued migration from traditional voice only services to managed ICT solutions contracts and an increase in mobility and broadband turnover. New wave turnover now represents almost half of Major Corporate turnover. ICT contract wins were GBP0.9 billion in the second quarter which results in orders of GBP6.5 billion over the last twelve months. Our estimate of market share by volume of fixed to fixed voice minutes is based on our actual minutes, market data provided by Ofcom and an extrapolation of the historical trends. BT's estimated consumer market share declined by 1 percentage point compared to last quarter to around 65 per cent whilst the estimated business market share declined by 0.5 percentage points to around 42 per cent. Wholesale (UK and Global Carrier) turnover increased by 10 per cent (14 per cent excluding the impact of reductions to mobile termination rates). A doubling of the UK Wholesale new wave turnover to GBP147 million was driven by broadband and managed services. There was an installed base of 3.3 million wholesale broadband lines by September 30, 2004, an increase of 146 per cent over last year, with net additions in the quarter growing at more than 46,000 per week. In early September BT was able to lengthen the distance from an exchange over which broadband can be provided, resulting in 99.8 per cent of lines connected to upgraded exchanges now being able to receive broadband. BT Retail had 1,283,000 broadband connections at September 30, 2004, an increase of 93 per cent on September 30, 2003. The group has an extensive market research programme conducted by external agencies which focuses on the level and causes of customer dissatisfaction. BT achieved an 8 per cent improvement in the level of customer dissatisfaction in the quarter, taking the year to date improvement to 11 per cent. Group operating costs before goodwill amortisation and exceptional items increased by 1 per cent compared to last year. Leaver costs were GBP8 million in the quarter (GBP16 million last year). Net staff costs decreased by GBP61 million, before leaver costs, to GBP831 million due to improved efficiency partially offset by the impact of increases in pay rates and the additional staff required to service ICT contracts. Payments to other telecommunication operators were GBP62 million (6 per cent) lower than last year mainly reflecting the impact of the mobile termination rate reductions. Other operating costs (excluding goodwill amortisation and exceptional items) increased by GBP192 million, in line with our expectations. This reflects not only the costs of supporting new ICT contracts, but also investment in new wave activities, including strengthening our ICT delivery capabilities outside the UK, higher marketing costs, such as the recent campaign highlighting BT's leadership in the digital networked economy and higher subscriber acquisition costs. These were partly offset by cost savings from our efficiency programmes. Depreciation was GBP19 million lower than last year at GBP702 million reflecting shorter life assets becoming fully depreciated and more efficient capital expenditure over recent years. Group operating profit before goodwill amortisation and exceptional items decreased by 1 per cent compared to last year. As a result of the costs of supporting the new wave activities, operating profit margins declined by 0.4 percentage points compared to the second quarter last year to 16.0 per cent. BT's share of associates and joint ventures operating profits before goodwill amortisation and exceptional items was GBP3 million compared to a GBP4 million loss last year. Net interest payable before exceptional items was GBP207 million, an improvement of GBP9 million against last year reflecting the reduction in the level of net debt. The profit on sale of property fixed assets of GBP15 million includes the sale of Mondial House for consideration of GBP51 million. Profit before taxation, goodwill amortisation and exceptional items of GBP549 million increased by 4 per cent compared to last year. The effective tax rate on the profit before goodwill amortisation and exceptional items was 25.7 per cent (28.0 per cent last year). The effective tax rate reflects tax efficient investment of surplus cash and greater tax efficiency in the group. Earnings per share before goodwill amortisation and exceptional items increased by 9 per cent to 4.8 pence. Exceptional items and goodwill There was a net exceptional profit before taxation in the quarter of GBP22 million. This reflected the GBP25 million profit on disposal of certain of the group's investments, including PayPoint for consideration of GBP34 million. This was partly offset by an exceptional property rationalisation charge of GBP3 million in relation to the group's provincial office portfolio. This programme is expected to continue throughout the current financial year and beyond giving rise to additional rationalisation costs. Goodwill amortisation was GBP4 million (GBP3 million last year). Earnings per share after goodwill amortisation and exceptional items were 5.0 pence compared to 4.3 pence last year, an improvement of 16 per cent. Cash flow and net debt Cash inflow from operating activities amounted to GBP1,413 million compared to GBP1,274 million last year. The improved cash flow reflects a better working capital performance. Return on investments and servicing of finance is a net cash outflow of GBP95 million compared to GBP169 million last year. This movement was mainly driven by the timing of interest payments on debt that was repaid subsequent to September 30, 2003. The net cash outflow on fixed asset purchases and sales was GBP724 million in the quarter which compares to GBP520 million last year reflecting the move to a flatter profile of capital expenditure through the year, investment in the NHS contracts and transformational expenditure on the network. Progress continues to be made with our plans for the implementation of BT's 21st century network (21CN) programme announced earlier this year. Live trials to test the migration of voice calls from BT's traditional public switched telecommunications network (PSTN) to a dedicated Internet Protocol (IP) based platform have begun in recent weeks with new multi service equipment currently being installed at 18 exchanges. Free cash flow (before acquisitions and disposals, dividends and financing) was a net inflow of GBP594 million compared to GBP585 million last year. The share buyback programme continued with the repurchase of 37 million shares for GBP68 million in the quarter. Net debt continued to improve and was GBP8,267 million at September 30, 2004, 6 per cent below the level at September 30, 2003. Post balance sheet events In November BT signed a definitive agreement to acquire Infonet, one of the world's leading providers of international managed voice and data network services. The transaction values Infonet at US$965 million (GBP520 million). Excluding Infonet's net cash balance of US$390 million at March 31, 2004 the aggregate value of the deal is US$575 million (GBP310 million). The deal is subject to Infonet shareholder approval and regulatory clearances and is expected to complete in the first half of 2005. The acquisition of Infonet marks a significant step forward in BT's strategy of addressing the IT and networking services needs of multi-site companies and organisations. It will greatly extend BT's global reach and will deepen the company's presence in North America and Asia Pacific. Infonet's recognised strengths in innovation, product quality and customer service will complement BT's strengths in the managed network services market. The agreed sale of BT's interest in Intelsat for US$120 million is subject to regulatory clearance but is expected to complete in the third quarter. BT also sold its interest in Starhub for GBP71 million in October. Shareholder distributions An interim dividend of 3.9 pence per share, an increase of 22 per cent on last year, will be paid on February 7, 2005 to shareholders on the register on December 31, 2004. The ex dividend date is December 29, 2004. In the first half year 54 million shares were repurchased for GBP99 million under the group's share buyback programme. Prospects We remain committed to our strategy and continue to deliver our key strategic goals. Our traditional business continues to operate in what remains a challenging environment. Our new wave businesses show strong growth both in the UK and internationally. We expect to continue to see the benefits from our investment in new wave activities and cost transformation plans. International Financial Reporting Standards Our financial statements for the year ending March 31, 2006 will be prepared in accordance with International Financial Reporting Standards (IFRS). Our project to manage the transition from UK GAAP to IFRS is well advanced. The major areas of impact will be due to the different treatment of financial instruments, pensions, property leases, share based payments and dividends. _____________________________________________________________________ The half year report, which contains the independent review report of the auditors, will be advertised in The Times on November 12, 2004. The third quarter results of BT Group are expected to be announced on February 10, 2005. BT Retail =========================== ============= Second quarter ended September 30 Half year ended September --------------------------- 30 ------------- 2004 2003* Better (worse) 2004 2003* GBPm GBPm GBPm % GBPm GBPm Group turnover 3,121 3,201 (80) (2) 6,237 6,374 Gross margin 817 896 (79) (9) 1,642 1,753 Sales, general and 495 539 44 8 1,028 1,023 administration costs EBITDA 322 357 (35) (10) 614 730 Depreciation 35 41 6 15 68 88 Operating profit 287 316 (29) (9) 546 642 Operating profit before 291 325 (34) (10) 593 652 leaver costs Capital 36 20 (16) (80) 64 40 expenditure ======= ======= ======= ========= ======= ======== *Restated to reflect changes in intra-group trading arrangements. Growth in new wave turnover of 33 per cent was offset by the 9 per cent decline in traditional turnover resulting in an overall decline of 2 per cent compared to last year. =========================== ============= BT Retail Second quarter ended September 30 Half year turnover ended September30 --------------------------------- ------------- 2004 2003* Better (worse) 2004 2003* GBPm GBPm GBPm % GBPm GBPm Voice Services 2,058 2,254 (196) (9) 4,157 4,520 Intermediate 428 471 (43) (9) 870 939 Products Traditional 2,486 2,725 (239) (9) 5,027 5,459 ICT 449 385 64 17 862 750 Broadband 123 68 55 81 233 125 Mobility 45 15 30 200 83 29 Other 18 8 10 125 32 11 New Wave 635 476 159 33 1,210 915 Total 3,121 3,201 (80) (2) 6,237 6,374 Sales to other BT businesses incl. 98 75 23 31 193 121 above ======= ======= ======= ========= ======= ======== *Restated to reflect changes in intra-group trading arrangements. Turnover from voice services was 9 per cent lower than last year (8 per cent excluding the impact of reductions to mobile termination rates). This reflects the migration to broadband with a 22 per cent fall in dial up internet minutes, reductions in market share and the decline in the overall fixed to fixed call minutes market. Turnover from intermediate products decreased by 9 per cent compared to last year mainly driven by a decline in private circuits and ISDN as customers migrate to new wave products including broadband and IPVPN. BT Retail's new wave turnover increased by 33 per cent compared to last year, an increase in the rate of growth from last quarter and above the average for last year. ICT turnover increased by 17 per cent, reflecting strong growth compared to the overall market with new IP based service contract wins. The growth of broadband continues with 1,283,000 BT Retail connections at September 30, 2004, an increase of 16 per cent in the quarter. Net additions of 181,000 were a 30 per cent share of the DSL market additions. Broadband turnover grew by 81 per cent compared to last year to GBP123 million. On July 1, 2004, BT Retail reduced its prices on BT Yahoo! 1mb, BT Yahoo! 512k and BT Broadband. From October 1, 2004 BT Retail has further reduced its price on BT Broadband Basic from GBP19.99 to GBP17.99. In November 2003, BT launched BT Mobile Home Plan through retail stores. Consumer Mobile has now attracted over 160,000 connections at September 30, 2004, increasing the number of connections in the quarter by84 per cent. BT had consumer and corporate post pay contract mobile connections of 305,000 at September 30, 2004 reflecting growth of over 90,000 connections (42 per cent) since June 30, 2004. Turnover from mobility services trebled compared to last year, to GBP45 million. Gross margin decreased by 1.8 percentage points to 26.2 per cent compared to last year, primarily reflecting costs associated with the change from traditional business to new wave services. As the broadband and mobility customer base grows strongly, the additional subscriber acquisition costs are written off as incurred. In addition, the creation and development of new value added services resulted in increased development costs. Cost transformation programmes continue to generate savings in the traditional business with an estimated GBP69 million of savings before leaver costs (15 per cent) compared to last year, of which GBP29 million was invested in new wave activities. Leaver costs of GBP4 million were incurred in the quarter, a decrease of GBP5 million over last year. Operating profit in the quarter of GBP287 million was 9 per cent lower than last year. BT Wholesale =========================== ============= Second quarter ended September 30 Half year ended September --------------------------- 30 ------------- 2004 2003* Better (worse) 2004 2003* GBPm GBPm GBPm % GBPm GBPm External turnover 952 851 101 12 1,893 1,737 Internal turnover 1,287 1,349 (62) (5) 2,597 2,723 Group turnover 2,239 2,200 39 2 4,490 4,460 Variable cost of 556 520 (36) (7) 1,109 1,053 sales Gross variable 1,683 1,680 3 - 3,381 3,407 profit Network and SG&A 723 730 7 1 1,487 1,481 costs EBITDA 960 950 10 1 1,894 1,926 Depreciation 476 473 (3) (1) 953 947 Operating profit 484 477 7 1 941 979 Operating profit before 484 479 5 1 982 981 leaver costs Capital 545 408 (137) (34) 1,020 776 expenditure ======= ======= ======= ========= ======= ======== *Restated to reflect changes in intra-group trading arrangements. Wholesale turnover for the quarter of GBP2,239 million was 2 per cent higher and gross variable profit of GBP1,683 million was flat compared to last year. EBITDA and operating profit have increased by 1 per cent year on year. External turnover in the quarter of GBP952 million increased by 12 per cent. Excluding the impact of regulatory reductions to mobile termination rates external turnover increased by 17 per cent. The growth was driven by the increase in new wave turnover, up 99 per cent to GBP147 million in the quarter, which continues to be from increases in broadband and managed services. The growth in traditional turnover is mainly driven by wholesale access. During the second half of the year the impact of recent regulatory decisions will result in reductions in prices for interconnect and private circuits for mobile operators. This is expected to have an impact of about GBP20 million per quarter. Internal turnover declined by 5 per cent to GBP1,287 million reflecting the impact of lower volumes of calls, lines and private circuits, as well as lower regulatory prices being reflected in internal charges. Gross variable profit of GBP1,683 million has remained flat against last year reflecting the regulatory price reductions and changing mix. The continued drive to reduce costs, whilst handling higher volumes of activity to support the growth in turnover, is reflected in the GBP7 million year on year reduction in network and SG&A costs contributing to the 1 per cent growth in EBITDA and operating profit. Capital expenditure increased by 34 per cent to GBP545 million when compared to last year. This reflects expenditure on transforming the group's network, particularly to support the rapid growth in broadband. BT Global Services =========================== ============= Second quarter ended September 30 Half year ended September --------------------------- 30 ------------- 2004 2003* Better (worse) 2004 2003* GBPm GBPm GBPm % GBPm GBPm Group turnover 1,499 1,381 118 9 2,910 2,726 EBITDA 129 117 12 10 231 212 Operating loss (13) (39) 26 67 (49) (90) Operating loss before (10) (34) 24 71 (33) (77) leaver costs Capital 169 102 (67) (66) 318 204 expenditure ======= ======= ======= ========= ======= ======== *Restated to reflect changes in intra-group trading arrangements. See note 2 (b) for additional detail. Turnover for the quarter rose by 9 per cent to GBP1,499 million. Excluding the adverse impact of exchange rates turnover growth was 10 per cent. Solutions turnover grew by 18 per cent reflecting the conversion of the underlying order book. Consulting and Systems Integration (C&SI) (formerly BT Syntegra) produced strong turnover growth for another quarter, with the NHS contracts contributing towards the growth of 19 per cent. Solutions and C&SI achieved orders of GBP0.9 billion in the quarter which results in orders of GBP6.5 billion over the last twelve months. Global Products turnover grew by 3 per cent (5 per cent excluding the impact of exchange rates) having benefited from continuing growth in Multi Protocol Label Switching (MPLS) products. Global Carrier turnover grew by 7 per cent following continued high termination revenues in Europe. The increase in turnover, together with lower network, selling, general and administration costs, following continued cost reduction initiatives, helped generate a GBP26 million improvement in operating losses. Operating costs included the expected increase in resources associated with strengthening the overseas network centric solutions delivery capabilities. We expect the underlying cost efficiency in Global Services will continue to improve. Capital expenditure in the quarter at GBP169 million increased by GBP67 million compared to last year mainly due to expenditure on the NHS contracts. ___________________________________________________________________________ GROUP PROFIT AND LOSS ACCOUNT for the three months ended September 30, 2004 -------------------- ------ ----------------- ---------------- --------- Before goodwill Goodwill Total amortisation and amortisation and exceptional items exceptional items (note 4) (unaudited) Notes GBPm GBPm GBPm -------------------- ------ ----------------- ---------------- --------- Group turnover 2 4,602 - 4,602 Other operating income 43 - 43 Operating costs 3 (3,907) (7) (3,914) Group operating profit (loss) 2 738 (7) 731 Group's share of operating profits of associates and joint ventures 3 - 3 Total operating profit (loss) 741 (7) 734 Profit on sale of fixed asset investments and group undertakings - 25 25 Profit on sale of property fixed assets 15 - 15 Net interest payable 5 (207) - (207) Profit before taxation 549 18 567 Taxation (141) 1 (140) Profit after taxation 408 19 427 Minority interests 1 - 1 Profit attributable to shareholders 409 19 428 Earnings per share 7 - basic 4.8p 5.0p - diluted 4.8p 5.0p -------------------- ------ ---------- ----------- --------- GROUP PROFIT AND LOSS ACCOUNT for the three months ended September 30, 2003 -------------------- ------ ----------------- ----------------- --------- Before goodwill Goodwill Total amortisation and amortisation and exceptional items exceptional items (note 4) (unaudited, restated Notes GBPm GBPm GBPm - see note 1) ------ ----------------- --------------- --------- -------------------- Group turnover 2 4,568 - 4,568 Other operating income 44 - 44 Operating costs 3 (3,865) (3) (3,868) Group operating profit (loss) 2 747 (3) 744 Group's share of operating losses of associates and joint ventures (4) - (4) Total operating profit (loss) 743 (3) 740 Profit on sale of property fixed assets 1 - 1 Net interest payable 5 (216) (18) (234) Profit (loss) before taxation 528 (21) 507 Taxation (148) 16 (132) Profit (loss) after taxation 380 (5) 375 Minority interests 1 - 1 Profit (loss) attributable to shareholders 381 (5) 376 Earnings per share 7 - basic 4.4p 4.3p - diluted 4.4p 4.3p -------------------- ------ ---------- ----------- --------- GROUP PROFIT AND LOSS ACCOUNT for the six months ended September 30, 2004 -------------------- ------ ------------------ ----------------- --------- Before goodwill Goodwill Total amortisation and amortisation and exceptional items exceptional items (note 4) (unaudited) Notes GBPm GBPm GBPm -------------------- ------ ----------------- ----------------- --------- Group turnover 2 9,169 - 9,169 Other operating income 84 - 84 Operating costs 3 (7,872) (28) (7,900) Group operating profit (loss) 2 1,381 (28) 1,353 Group's share of operating losses of associates and joint ventures (2) - (2) Total operating profit (loss) 1,379 (28) 1,351 Profit on sale of fixed asset investments and group undertakings - 28 28 Profit on sale of property fixed assets 15 - 15 Net interest payable 5 (411) - (411) Profit before taxation 983 - 983 Taxation (256) 5 (251) Profit after taxation 727 5 732 Minority interests 1 - 1 Profit attributable to shareholders 728 5 733 Dividends 6 (332) Retained profit for the period 401 Earnings per share 7 - basic 8.5p 8.6p - diluted 8.5p 8.5p -------------------- ------ ---------- ----------- --------- GROUP PROFIT AND LOSS ACCOUNT for the six months ended September 30, 2003 -------------------- ------ ----------------- ----------------- --------- Before goodwill Goodwill Total amortisation and amortisation and exceptional items exceptional items (note 4) (unaudited, restated Notes GBPm GBPm GBPm - see note 1) -------------------- ------ ----------------- ----------------- --------- Group turnover 2 9,154 - 9,154 Other operating income 96 - 96 Operating costs 3 (7,774) (6) (7,780) Group operating profit (loss) 2 1,476 (6) 1,470 Group's share of operating losses of associates and joint ventures (7) - (7) Total operating profit (loss) 1,469 (6) 1,463 Loss on sale of fixed asset investments and group undertakings - (1) (1) Profit on sale of property fixed assets 1 - 1 Net interest payable 5 (441) (18) (459) Profit (loss) before taxation 1,029 (25) 1,004 Taxation (301) 16 (285) Profit (loss) after taxation 728 (9) 719 Minority interests 7 - 7 Profit (loss) attributable to shareholders 735 (9) 726 Dividends 6 (278) Retained profit for the period 448 Earnings per share 7 - basic 8.5p 8.4p - diluted 8.5p 8.4p -------------------- ------ ---------- ----------- --------- GROUP CASH FLOW STATEMENT for the three months and six months ended September 30, 2004 ------------------------------ ------------------- ------------------- Second quarter Half year ended September 30 ended September 30 2004 2003 2004 2003 (unaudited) GBPm GBPm GBPm GBPm Net cash inflow from operating activities 1,413 1,274 2,619 2,783 (note 8) Dividends from associates and joint ventures 1 1 1 1 Net cash outflow for returns on (95) (169) (397) (459) investments and servicing of finance* Taxation paid (1) (1) (42) (9) -------- -------- --------- -------- Purchase of tangible fixed (794) (595) (1,538) (1,202) assets Net sale of fixed asset investments 2 61 25 61 Sale of tangible fixed assets 68 14 83 28 -------- -------- --------- -------- Net cash outflow for capital expenditure and financial investments (724) (520) (1,430) (1,113) ----------------------------- -------- -------- --------- -------- Free cash inflow before acquisitions, 594 585 751 1,203 disposals and dividends ----------------------------- -------- -------- --------- -------- -------- -------- --------- -------- Acquisitions (21) (5) (23) (5) Disposals 34 1 34 1 -------- -------- --------- -------- Net cash inflow (outflow) for acquisitions and disposals 13 (4) 11 (4) Equity dividends paid (454) (368) (454) (368) Cash inflow before use of liquid 153 213 308 831 resources and financing Management of liquid resources 33 892 89 501 -------- -------- --------- -------- Repurchase of ordinary share capital (68) - (99) - Repayment of loans (104) (1,139) (276) (1,151) -------- -------- --------- -------- Net cash outflow from financing (172) (1,139) (375) (1,151) Increase (decrease) in cash 14 (34) 22 181 Decrease in net debt from cash flows 85 213 209 831 (note 9) ----------------------------- -------- -------- --------- -------- *Net of interest payments on restructuring currency swap portfolio (18) - (36) - GROUP BALANCE SHEET at September 30, 2004 -------------------------------------- ---------------------- --------- September 30 March 31 2004 2003 2004 (unaudited) (restated*) (restated*) GBPm GBPm GBPm -------------------------------------- ---------- ---------- --------- Fixed assets Intangible assets 201 201 204 Tangible assets 15,552 15,525 15,487 Investments 313 366 324 16,066 16,092 16,015 Current assets --------- --------- --------- Stocks 118 91 89 Debtors 5,374 4,930 5,189 Investments 5,046 6,036 5,163 Cash at bank and in hand 117 42 109 10,655 11,099 10,550 Creditors: amounts falling due within one year Loans and other borrowings 1,017 2,262 1,271 Other creditors 7,354 6,873 7,252 8,371 9,135 8,523 --------- --------- --------- Net current assets 2,284 1,964 2,027 Total assets less current liabilities 18,350 18,056 18,042 Creditors: amounts falling due after more than one year Loans and other borrowings 12,413 12,584 12,426 Provisions for liabilities and charges 2,475 2,351 2,504 Minority interests 48 50 46 Capital and reserves (note 10) --------- --------- --------- Called up share capital 432 434 432 Reserves 2,982 2,637 2,634 --------- --------- --------- Total equity shareholders' funds 3,414 3,071 3,066 18,350 18,056 18,042 -------------------------------------- ---------- ---------- --------- *See note 1 for details of restatement. NOTES 1 Basis of preparation The unaudited interim results of BT Group, which are not statutory accounts, have been prepared on the basis of the accounting policies as set out in the Report and Accounts of BT Group plc for the year ended March 31, 2004, except that during the year ending March 31, 2005, the group has adopted UITF Abstract 38 'Accounting for ESOP trusts' and the related amendments to UITF Abstract 17 (revised 2003) 'Employee Share Schemes'. UITF 38 changes the presentation of an entity's own shares held in an ESOP trust from previously being held as assets to being deducted in arriving at shareholders' funds. UITF 17 (revised 2003) requires the amounts recognised in the profit and loss account in respect of share awards from previously being based on the book value of shares held in the ESOP trusts to being based on the fair value of shares at the date the award is made. An additional charge of GBP3 million for the year ended March 31, 2004 and of GBP2 million for the half year and GBP1 million for the quarter endedSeptember 30, 2003 has been made to the group profit and loss account. The effect on the group's balance sheet at March 31, 2004 has been to reduce fixedassets by GBP53 million, to reduce other creditors by GBP25 million and to reduce shareholders' funds by GBP28 million. The effect at September 30, 2003 has been to reduce fixed assets by GBP53 million, to reduce other creditors by GBP15 million and to reduce shareholders' funds by GBP38 million. The group accounts for the year ended March 31, 2004, on which the auditors issued an unqualified report which did not contain a statement under Section 237 (2) or (3) of the Companies Act 1985, were approved by the Board of Directors on May 19, 2004, published on June 2, 2004 and have been delivered to the Registrar of Companies. 2 Results of businesses (a) Operating results External Internal Group Group operating EBITDA turnover turnover turnover profit (loss) (ii) (ii) GBPm GBPm GBPm GBPm GBPm Second quarter ended September 30, 2004 BT Retail 3,023 98 3,121 287 322 BT Wholesale 952 1,287 2,239 484 960 BT Global Services 621 878 1,499 (13) 129 Other 6 - 6 (20) 30 Intra-group items (i) - (2,263) (2,263) - - Total 4,602 - 4,602 738 1,441 Second quarter ended September 30, 2003 (restated - see page 22) BT Retail 3,126 75 3,201 316 357 BT Wholesale 851 1,349 2,200 477 950 BT Global Services 587 794 1,381 (39) 117 Other 4 1 5 (7) 45 Intra-group items (i) - (2,219) (2,219) - - Total 4,568 - 4,568 747 1,469 Half year ended September 30, 2004 BT Retail 6,044 193 6,237 546 614 BT Wholesale 1,893 2,597 4,490 941 1,894 BT Global Services 1,219 1,691 2,910 (49) 231 Other 13 - 13 (57) 44 Intra-group items (i) - (4,481) (4,481) - - Total 9,169 - 9,169 1,381 2,783 Half year ended September 30, 2003 (restated - see page 22) BT Retail 6,253 121 6,374 642 730 BT Wholesale 1,737 2,723 4,460 979 1,926 BT Global Services 1,154 1,572 2,726 (90) 212 Other 10 1 11 (55) 60 Intra-group items (i) - (4,417) (4,417) - - Total 9,154 - 9,154 ,476 2,928 (i) Elimination of intra-group turnover between businesses, which is included in the total turnover of the originating business. (ii) Before goodwill amortisation and exceptional items. 2 Results of businesses continued (a) Operating results continued There is extensive trading between BT's lines of business and the line of business profitability is dependent on the transfer price levels. The intra-group trading arrangements are subject to review and were changed with effect from April 1, 2004 in certain circumstances to reflect simplification of internal trading flows and reorganisations within the group. The comparative figures for the lines of business have been restated to reflect these changes but there is no impact at a group level. In addition, the group adopted UITF 38 and UITF 17 (revised 2003) which impacted the comparative figures and is discussed further in note 1. (b) BT Global Services analysis ------------------------ ------------- Second quarter ended Half year September 30 ended September ------------------------ 30 ------------- 2004 2003 Better (worse) 2004 2003 GBPm GBPm GBPm % GBPm GBPm Group turnover Solutions 763 645 118 18 1,449 1,259 C&SI (i) 192 162 30 19 384 306 Global Products 456 443 13 3 909 876 Global Carrier 251 235 16 7 490 466 Other and eliminations (163) (104) (59) (57) (322) (181) 1,499 1,381 118 9 2,910 2,726 EBITDA Solutions 82 76 6 8 145 138 C&SI (i) 8 5 3 60 12 9 Global Products 37 27 10 37 67 48 Global Carrier 39 32 7 22 84 72 Other (ii) (37) (23) (14) (61) (77) (55) 129 117 12 10 231 212 Operating profit (loss) (iii) Solutions 62 57 5 9 106 100 C&SI (i) 6 3 3 100 8 5 Global Products (55) (70) 15 21 (116) (144) Global Carrier 17 10 7 70 41 27 Other (ii) (43) (39) (4) (10) (88) (78) (13) (39) 26 67 (49) (90) Capital expenditure 169 102 (67) (66) 318 204 (i) Formerly known as BT Syntegra. (ii) Other is after charging leaver costs of GBP3m in the second quarter (GBP5m last year) and GBP16m in the half year ended September 30, 2004 (GBP13m last year). (iii) Before goodwill amortisation. 2 Results of businesses continued (c) Group turnover analysis ------------------------ ------------- Second quarter ended Half year September 30 ended September ------------------------ 30 ------------- 2004 2003 Better (worse) 2004 2003 GBPm GBPm GBPm % GBPm GBPm Traditional 3,569 3,807 (238) (6) 7,200 7,683 New wave 1,033 761 272 36 1,969 1,471 4,602 4,568 34 1 9,169 9,154 Consumer 1,421 1,498 (77) (5) 2,846 2,995 Business 629 654 (25) (4) 1,252 1,304 Major Corporate 1,444 1,413 31 2 2,868 2,829 Wholesale/Carrier 1,102 999 103 10 2,190 2,016 Other 6 4 2 50 13 10 4,602 4,568 34 1 9,169 9,154 Note: New wave includes the external new wave turnover of BT Retail (ICT, broadband, mobility and classified directories), BT Wholesale (broadband and managed services), the external turnover of Global Solutions and C&SI (formerly BT Syntegra). Consumer includes the external turnover of BT Retail from consumer customers. Business includes the external turnover of BT Retail from SME customers. Major Corporate includes the external turnover of BT Retail from major corporate customers and the external turnover of BT Global Services, with the exception of Global Carrier. Wholesale/Carrier includes the external turnover of BT Wholesale and Global Carrier. (d) Capital expenditure on plant, equipment and motor vehicle additions Second quarter ended Half year September 30 ended September 30 2004 2003 2004 2003 GBPm GBPm GBPm GBPm BT Retail 36 20 64 40 BT Wholesale Access 274 232 543 447 Switch 25 22 55 33 Transmission 50 46 95 100 Products/systems support 196 108 327 196 545 408 1,020 776 BT Global Services C&SI and Solutions 61 25 108 61 UK Networks 35 35 72 59 Other 73 42 138 84 169 102 318 204 Other (including fleet vehicles and 53 48 95 110 property) Total 803 578 1,497 1,130 3 Operating costs Second quarter Half year ended September 30 ended September 30 2004 2003 2004 2003 (restated) (restated) GBPm GBPm GBPm GBPm Net staff costs before leaver costs 831 892 1,706 1,795 Leaver costs 8 16 110 27 Net staff costs 839 908 1,816 1,822 Depreciation 702 721 1,401 1,450 Payments to telecommunication 965 1,027 1,953 2,066 operators Other operating costs 1,401 1,209 2,702 2,436 Total before goodwill amortisation 3,907 3,865 7,872 7,774 and exceptional items Goodwill amortisation 4 3 8 6 Exceptional items 3 - 20 - Total 3,914 3,868 7,900 7,780 4 Exceptional items and goodwill amortisation Second quarter ended Half year September 30 ended September 30 2004 2003 2004 2003 GBPm GBPm GBPm GBPm Exceptional operating costs (3) - (20) - Profit (loss) on sale of fixed asset 25 - 28 (1) investments and group undertakings Net interest payable - (18) - (18) Goodwill amortisation (4) (3) (8) (6) Net charge before tax and minority 18 (21) - (25) interests 5 Net interest payable Second quarter ended Half year September 30 ended September 30 2004 2003 2004 2003 GBPm GBPm GBPm GBPm Group 268 352 527 640 Joint ventures and associates 7 5 9 10 Total interest payable 275 357 536 650 Interest receivable (68) (123) (125) (191) Net interest payable 207 234 411 459 Analysed: Before exceptional items 207 216 411 441 Exceptional items - 18 - 18 Total 207 234 411 459 6 Dividends Half year Half year ended September 30 ended September 30 2004 2003 2004 2003 pence per share GBPm GBPm Interim dividend 3.90 3.20 332 278 An interim dividend of 3.90 pence per share will be paid on February 7, 2005 to shareholders on the register on December 31, 2004. 7 Earnings per share The basic earnings per share are calculated by dividing the profit attributable to shareholders by the average number of shares in issue after deducting the company's shares held by employee share ownership trusts and treasury shares. In calculating the diluted earnings per share, share options outstanding and other potential ordinary shares have been taken into account. The average number of shares in the periods were: Second quarter ended Half year September 30 ended September 30 2004 2003 2004 2003 millions of shares millions of shares Basic 8,535 8,633 8,546 8,628 Diluted 8,596 8,695 8,597 8,675 8 Reconciliation of operating profit to operating cash flow Second quarter ended Half year September 30 ended September 30 2004 2003 2004 2003 (restated) (restated) GBPm GBPm GBPm GBPm Group operating profit 731 744 1,353 1,470 Depreciation and amortisation 707 725 1,410 1,458 Changes in working capital (37) (234) (201) (221) Provision movements, pensions 12 39 57 76 and other Net cash inflow from operating activities 1,413 1,274 2,619 2,783 9 Net debt (a) Analysis At September 30 At March 31 2004 2003 2004 GBPm GBPm GBPm Long-term loans and other borrowings falling due after more than one year 12,413 12,584 12,426 Short-term borrowings and long-term loans and other borrowings falling due within one year 1,017 2,262 1,271 Total debt 13,430 14,846 13,697 Short-term investments (5,046) (6,036) (5,163) Cash at bank (117) (42) (109) Net debt at end of period 8,267 8,768 8,425 (b) Reconciliation of net cash flow to movement in net debt Second quarter ended Half year September 30 ended September 30 2004 2003 2004 2003 GBPm GBPm GBPm GBPm Net debt at beginning of period 8,317 8,988 8,425 9,573 Decrease in net debt resulting from (85) (213) (209) (831) cash flows Currency and other movements - (3) - 2 Other non-cash movements 35 (4) 51 24 Net debt at end of period 8,267 8,768 8,267 8,768 10 Share capital and reserves Reserves Total Share capital (restated) (restated) GBPm GBPm GBPm Balances at April 1, 2004 432 2,634 3,066 Profit for the six months ended September 30, 2004 - 733 733 Dividend - (332) (332) Currency movements - 12 12 Other - (65) (65) Balances at September 30, 2004 432 2,982 3,414 11 Earnings before interest, taxation, depreciation and amortisation (EBITDA) Second quarter ended Half year September 30 ended September 30 2004 2003 2004 2003 (restated) (restated) GBPm GBPm GBPm GBPm Group operating profit 731 744 1,353 1,470 Exceptional items 3 - 20 - Depreciation 703 722 1,402 1,452 Goodwill amortisation 4 3 8 6 EBITDA before exceptional items 1,441 1,469 2,783 2,928 12 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 September 30 ended September 30 2004 2003 2004 2003 Net income attributable to 407 90 480 378 shareholders including exceptional items (GBPm) Earnings per ADS (GBP) - basic 0.48 0.10 0.56 0.44 - diluted 0.47 0.10 0.56 0.44 Each American Depositary Share (ADS) represents 10 ordinary shares of BT Group plc. Shareholders' equity, calculated in accordance with United States Generally Accepted Accounting Principles, is a GBP1,442m deficit at September 30, 2004 (September 30, 2003 - GBP2,213m, March 31, 2004 - GBP1,455m). 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 broadband, ICT, mobility and managed services growth, DSL broadband roll out, and revenues from new wave products and services; implementation of BT's 21st century network; the completion and expected benefits of the acquisition of Infonet; and expectations regarding cost transformation, investment and improving earnings whilst building for the future. 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 BT's operating areas, including competition from others; selection by BT and its lines of business of the appropriate trading and marketing models for its products and services; fluctuations in foreign currency exchange rates and interest rates; technological innovations, including the cost of developing new products and the need to increase expenditures for improving the quality of service; conditions, including regulatory clearances, to completion of the acquisition of Infonet not being satisfied; prolonged adverse weather conditions resulting in a material increase in overtime, staff or other costs; developments in the convergence of technologies; the anticipated benefits and advantages of new technologies, products and services, including broadband and other new wave initiatives, not being realised; and general financial market conditions affecting BT's performance. BT undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BT Group PLC (Registrant) By: /s/ Patricia Day -------------------- Patricia Day, Assistant Secretary. Head of Shareholder Services Date: 11 November 2004