|
36. Financial
instruments and risk management
The group holds or issues
financial instruments mainly to finance its operations; for the temporary
investment of short-term funds; and to manage the currency and interest rate
risks arising from its operations and from its sources of finance. In addition,
various financial instruments – for example trade debtors and trade creditors –
arise directly from the group’s operations.
The group finances
its operations primarily by a mixture of issued share capital, retained
profits, deferred taxation, long-term loans and short-term loans, principally
by issuing commercial paper and medium-term notes. The group borrows in the
major long-term debt markets in major currencies. Typically, but not
exclusively, the bond markets provide the most cost-effective means of
long-term borrowing. The group uses derivative financial instruments primarily
to manage its exposure to market risks from changes in interest and foreign
exchange rates. The derivatives used for this purpose are principally interest
rate swaps, gilt locks, currency swaps and forward currency contracts.
The
types of financial instrument used for investment of short-term funds are
prescribed in group treasury policies with limits on the exposure to any one
organisation. Short-term investing in financial instruments is undertaken on
behalf of the group by substantial external fund managers who are limited to
dealing in debt instruments and certain defined derivative instruments and are
given strict guidelines on credit, diversification and maturity profiles.
During
the year ended 31 March 2004, the group’s net debt reduced from £9.6 billion to
£8.4 billion due to working capital inflows. During the 2004 financial year,
the group restructured some of its swaps portfolio to mitigate credit risk to
certain counter parties. As a result, the group terminated £7 billion of
cross-currency interest rate swaps and replaced these with new swaps which had
the same economic hedging effect. This resulted in the group paying £445
million in reducing gross debt and receiving £420 million of interest. The
interest receipt has been included in deferred income and will be amortised to
the profit and loss account over the term of the underlying debt. The group’s
fixed:floating interest rate profile is 76:24 at 31 March 2004.
During the year ended 31 March 2003, the group’s
net debt reduced from £13.7 billion to £9.6 billion. £2.6 billion was realised
from the disposal of the group’s interest in Cegetel Groupe SA in the year, and
the group has closed out £2.6 billion of associated fixed interest rate swaps.
The group’s fixed:floating interest rate profile therefore remained at 88:12 at
31 March 2003.
During the year ended 31 March 2002, net debt was
reduced from £27.9 billion to £13.7 billion mainly by the group’s rights issue,
disposal of its Yell business, its Japanese and Spanish interests, and the
property sale and leaseback transaction. The proceeds of the rights issue and
sale of assets were applied mainly in reducing short-term borrowings. The group
repaid substantially all of its medium-term notes and commercial paper in that
year. As a result of the demerger of the mmO2 business including its
European operations, the group swapped anadditional
€7
billion into floating rate sterling debt. This, in conjunction with the
novation of £1 billion fixed rate swaps to Telereal for the property
transaction, enabled the group to maintain its fixed:floating ratio at
approximately 88:12 at 31 March 2002.
The group uses financial instruments to hedge
some of its currency exposures arising from its non-UK assets, liabilities and
forward purchase commitments. The group also hedges some of its interest
liabilities. The financial instruments used comprise borrowings in foreign
currencies, forward foreign currency exchange contracts, gilt locks and
interest and currency swaps.
There has been no change in the nature of the
group’s risk profile between 31 March 2004 and the date of these financial
statements.
The notional amounts of derivatives summarised
below do not necessarily represent amounts exchanged by the parties and, thus,
are not necessarily a measure of the exposure of the group through its use of
derivatives. The amounts exchanged are calculated on the notional amounts and
other terms of the derivatives which relate to interest and exchange rates.
(a) Interest rate risk
management
The group has entered into interest
rate swap agreements with banks and other institutions to vary the amounts and
periods for which interest rates on borrowings are fixed. Under interest rate
swaps, the group agrees with other parties to exchange, at specified intervals,
the differences between fixed rate and floating rate interest amounts
calculated by reference to an agreed notional principal amount. Under gilt
locks, forward sales of UK government long-dated treasury stock were entered
into for periods of up to one year. This hedge effectively fixed in the
interest on part of the group’s then future borrowings, all of which have now
been taken on.
At 31 March 2004, the group had outstanding
interest rate swap agreements having a total notional principal amount of
£5,210 million (2003 – £5,170 million).
(b) Foreign exchange risk
management
Cross currency swaps and forward foreign exchange contracts have been
entered into to reduce the foreign currency exposure on the group’s operations
and the group’s net assets. The group also enters into forward foreign exchange
contracts to hedge investments, interest expense and purchase and sale
commitments denominated in foreign currencies (principally US dollars and the
euro). The remaining terms of the currency swaps are up to 30 years and the
terms of currency forward exchange contracts are typically less than one year.
The purpose of the group’s foreign currency
hedging activities is to protect the group from the risk that the eventual net
inflows and net outflows will be adversely affected by changes in exchange
rates.
At 31 March 2004, the group had outstanding
foreign currency swap agreements and forward exchange contracts having a total
notional principal amount of £11,367 million (2003 – £14,545 million).
The fair values of forward foreign currency
contracts at 31 March 2004 were £301 million (2003 – £673 million) for
purchases of currency and £1,223 million (2003 – £1,041 million) for sales of
currency. These fair values have been estimated by calculating their present
values using the market discount rates, appropriate to the terms of the
contracts, in effect at the balance sheet dates.
At 31 March 2004, the group had deferred
unrealised gains of £nil (2003 – £2 million) and losses of £5 million (2003 –
£nil), based on dealer-quoted prices, from hedging purchase and sale
commitments, and in addition had deferred realised net gains of £3 million
(2003 – £10 million). These are included in the profit and loss account as part
of the hedged purchase or sale transaction when it is recognised, or as gains
or losses when a hedged transaction is no longer expected to occur.
(c) Concentrations of credit risk and credit exposures of
financial instruments
The group considers that it is not exposed to major concentrations of credit
risk. The group, however, is exposed to credit-related losses in the event of
non-performance by counterparties to financial instruments, but does not expect
any counterparties to fail to meet their obligations. The group limits the
amount of credit exposure to any one counterparty. The group does not normally
see the need to seek collateral or other security.
The
long-term debt instruments issued in December 2000 and February
2001 both contained covenants that if the group credit rating
was downgraded below A3 in the case of Moody’s or below A minus
in the case of S&P, additional interest would accrue from
the next interest coupon period at the rate of 0.25 percentage
points for each ratings category adjustment by each ratings agency.
In May 2001, Moody’s downgraded BT’s credit rating to Baa1, which
increased BT’s interest charge by approximately £32 million per
annum. BT’s current credit rating from S&P is A minus. Based
upon the total debt of £9 billion outstanding on these instruments
at 31 March 2004, BT’s annual interest charge would increase by
approximately £45 million if BT’s credit ratings were to be downgraded
by one credit rating category by both agencies below a long-term
debt rating of Baa1/A minus. If BT’s credit rating with Moody’s
was to be upgraded by one credit rating category the annual interest
charge would be reduced by approximately £23 million.
(d) Fair value of
financial instruments
The following table shows the carrying amounts and fair values of the group’s
financial instruments at 31 March 2004 and 2003. The carrying amounts are
included in the group balance sheet under the indicated headings, with the
exception of derivative amounts, which are included in debtors or other
creditors or as part of net debt as appropriate. The fair values of the
financial instruments are the amount at which the instruments could be
exchanged in a current transaction between willing parties, other than in
forced or liquidation sale.
| |
|
Carrying
amount |
|
Fair value |
|
|
|
|
|
|
|
| 2004 |
|
2003 |
2004 |
|
2003 |
| £m |
£m |
£m |
£m |
|
|
|
|
|
|
|
|
|
| Non-derivatives: |
|
|
|
|
|
|
|
|
| |
Assets |
|
|
|
|
|
|
|
|
| |
|
Cash at bank and in hand |
109 |
|
91 |
|
109 |
|
91 |
|
| |
|
Short-term investmentsa |
5,117 |
|
6,311 |
|
5,117 |
|
6,319 |
|
| |
|
Fixed asset investmentsb |
231 |
|
317 |
|
229 |
|
311 |
|
| |
Liabilities |
|
|
|
|
|
|
|
|
| |
|
Short-term borrowings |
2 |
|
4 |
|
2 |
|
4 |
|
| |
|
Long-term borrowings, excluding finance
leasesc |
11,800 |
|
15,966 |
|
13,506 |
|
17,720 |
|
| Derivatives relating to
investments and borrowings (net)d: |
|
|
|
|
|
|
|
|
| |
Assets |
– |
|
10 |
|
– |
|
229 |
|
| |
Liabilities |
748 |
|
– |
|
1,182 |
|
– |
|
Derivative financial
instruments held or issued to hedge the current
exposure on expected future transactions (net):
|
|
|
|
|
|
|
|
|
| |
Assets |
– |
|
2 |
|
– |
|
2 |
|
| |
Liabilities |
– |
|
– |
|
– |
|
– |
|
|
|
|
|
|
|
|
|
|
| a |
The fair values of listed short-term
investments were estimated based on quoted market prices for those investments.
The carrying amount of the other short-term deposits and investments
approximated to their fair values due to the short maturity of the instruments
held. |
| b |
The fair values of listed fixed asset
investments were estimated based on quoted market prices for those investments. |
| c |
The fair value of the group’s bonds,
debentures, notes and other long-term borrowings has been estimated on the
basis of quoted market prices for the same or similar issues with the same
maturities where they existed, and on calculations of the present value of
future cash flows using the appropriate discount rates in effect at the balance
sheet dates, where market prices of similar issues did not exist. |
| d |
The fair value of the group’s outstanding
foreign currency and interest rate swap agreements was estimated by calculating
the present value, using appropriate discount rates in effect at the balance
sheet dates, of affected future cash flows translated, where appropriate, into
pounds sterling at the market rates in effect at the balance sheet dates. |
The following information is
provided in accordance with the requirements of FRS 13 – ‘‘Derivatives and
other financial instruments: disclosures’’. Except for disclosures under currency
exposures below, the financial information excludes all of the group’s
short-term debtors and creditors.
Financial liabilities
After taking into account the various interest rate swaps and forward
foreign currency contracts entered into by the group, the interest rate profile
of the group’s financial liabilities at 31 March was:
| |
2004 |
|
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate
financial
liabilities
£m
|
|
Floating rate
financial
liabilities
£m
|
|
Financial
liabilities
on
which no
interest
is paid
£m |
|
Total
£m
|
|
Fixed rate
financial
liabilities
£m
|
|
Floating rate
financial
liabilities
£m
|
|
Financial
liabilities on
which no
interest is paid
£m
|
|
Total
£m
|
|
| Currency: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sterling |
7,747 |
|
5,950 |
|
– |
|
13,697 |
|
8,814 |
|
7,172 |
|
– |
|
15,986 |
|
| Euro |
– |
|
– |
|
– |
|
– |
|
– |
|
– |
|
18 |
|
18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
7,747 |
|
5,950 |
|
– |
|
13,697 |
|
8,814 |
|
7,172 |
|
18 |
|
16,004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the fixed rate financial liabilities,
the average interest rates and the average periods for which the rates are
fixed are:
| |
2004 |
|
2003 |
|
|
|
|
|
|
|
|
|
Weighted
average
interest
rate
% |
|
Weighted
average
period
fo which
rate is
fixed
Years |
|
|
|
Weighted
average period
for which
rate is fixed
Years |
|
| |
|
Weighted
average interest
rate
% |
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| Currency: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sterling |
8.7 |
|
13 |
|
8.5 |
|
13 |
|
|
|
|
|
|
|
|
|
|
The floating rate financial liabilities
bear interest at rates fixed in advance for periods ranging from one day to one
year by reference to LIBOR. The financial liabilities on which no interest is
paid are due to mature within one year of the balance sheet date.
The maturity profile of financial
liabilities is as given in note
25.
Financial assets
After taking into account the various interest rate swaps and forward
foreign currency contracts entered into by the group, the interest rate profile
of the group’s financial assets at 31 March was:
| |
2004 |
|
2003 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Fixed
rate
financial
assets
£m |
|
Floating
rate
financial
assets
£m |
|
Financial
assets
on which no
interest is paid
£m |
|
Total
£m |
|
Fixed rate
financial
asset
£m |
|
Floating rate
financial
assets
£m |
|
Financial
assets
on which no
interest is paid
£m |
|
Total
£m |
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Currency: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sterling |
1,310 |
|
3,962 |
|
167 |
|
5,439 |
|
457 |
|
5,974 |
|
255 |
|
6,686 |
|
| Euro |
– |
|
– |
|
23 |
|
23 |
|
– |
|
– |
|
19 |
|
19 |
|
| Other |
– |
|
– |
|
41 |
|
41 |
|
– |
|
– |
|
43 |
|
43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
1,310 |
|
3,962 |
|
231 |
|
5,503 |
|
457 |
|
5,974 |
|
317 |
|
6,748 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The sterling fixed rate financial assets
yield interest at a weighted average of 4.5% (2003 – 4.3%) for a weighted
average period of 22 months (2003 – 16 months).
The floating rate financial assets bear interest
at rates fixed in advance for periods up to one year by reference to LIBOR.
Currency exposures
The table below shows the currency exposures of the group’s net monetary
assets (liabilities), in terms of those transactional exposures that give rise
to net currency gains and losses recognised in the profit and loss account.
Such exposures comprise the monetary assets and monetary liabilities of the
group that are not denominated in the operating (or ‘‘functional’’) currency of
the operating unit involved, other than certain non-sterling borrowings treated
as hedges of net investments in non-UK operations. At 31 March, these exposures
were as follows:
| |
2004 |
|
2003 |
|
| |
|
|
|
|
| |
Sterling |
|
US
dollar |
|
Euro |
|
Other |
|
Total |
|
Sterling |
|
US
dollar |
|
Euro |
|
Other |
|
Total |
|
| £m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Functional
currency of group
operation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sterling |
– |
|
43 |
|
7 |
|
1 |
|
51 |
|
– |
|
– |
|
– |
|
1 |
|
1 |
|
| Euro |
– |
|
2 |
|
– |
|
2 |
|
4 |
|
3 |
|
(6 |
) |
– |
|
– |
|
(3 |
) |
| Other |
– |
|
– |
|
– |
|
– |
|
– |
|
1 |
|
3 |
|
– |
|
– |
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
– |
|
45 |
|
7 |
|
3 |
|
55 |
|
4 |
|
(3 |
) |
– |
|
1 |
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amounts shown in the table above take
into account the effect of any currency swaps, forward contracts and other
derivatives entered into to manage those currency exposures.
At
31 March 2004, the group also held various forward currency contracts that the
group had taken out to hedge expected future foreign currency purchases and
sales.
| Fair values of
financial assets held for trading |
2004 |
|
2003 |
|
| £m |
£m |
|
|
|
|
|
| Net gain included in profit and loss
account |
61 |
|
34 |
|
| Fair value of financial assets held for
trading at 31 March |
785 |
|
2,610 |
|
|
|
|
|
|
The net gain was derived from government
bonds, commercial paper and similar debt instruments. The average fair value of
financial assets held during the year ended 31 March 2004 did not differ
materially from the year end position.
Hedges
Gains and losses on instruments used for hedging are not recognised until
the exposure that is being hedged is itself recognised. Unrecognised and
deferred gains and losses on instruments used for hedging and those recognised
in the years ended 31 March 2004 and 31 March 2003 are as follows:
| |
2004 |
|
2003 |
|
| |
|
|
|
|
| |
Gains |
|
Losses |
|
Gains |
|
Losses |
|
| £m |
£m |
£m |
£m |
|
|
|
|
|
|
|
|
|
| Gains and losses: |
|
|
|
|
|
|
|
|
| recognised
in the year but arising in previous yearsa |
104 |
|
106 |
|
16 |
|
27 |
|
| unrecognised
at the balance sheet date |
306 |
|
740 |
|
1,088 |
|
878 |
|
carried
forward in the year end balance sheet, pending
recognition in the
profit and loss accounta |
|
|
|
|
|
|
|
|
| 564 |
|
122 |
|
140 |
|
128 |
|
| expected to be
recognised in the following year: |
|
|
|
|
|
|
|
|
| unrecognised
at balance sheet date |
9 |
|
– |
|
16 |
|
1 |
|
carried
forward in the year end balance sheet, pending recognition
in
the profit and loss accounta |
124 |
|
59 |
|
104 |
|
106 |
|
|
|
|
|
|
|
|
|
|
| a |
Excluding gains and losses on hedges
accounted for by adjusting the carrying amount of a fixed asset. |
During the year ended 31 March 2003, the
group entered into two derivatives contracts as an investment in a UK listed
equity, with limited net overall exposure. At 31 March 2003, the two contracts
had a net value of £nil, consisting of a futures purchase contract with a fair
value of £68 million and a futures sales contract with a fair value of £68
million. These contracts were closed out in April 2003.
Unused committed lines of credit
Unused committed lines of credit for short-term financing available at 31
March 2004 totalled approximately £145 million (2003 – £575 million), which was
in support of a commercial paper programme or other borrowings. These lines of
credit are available for up to one year.
|