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AUDITORS’
STATEMENT TO THE MEMBERS OF BT GROUP PLC
We have examined the summary financial
statement consisting of the group’s summary financial
statements, summary directors’ report and the group’s
directors’ remuneration disclosures.
RESPECTIVE
RESPONSIBILITIES OF DIRECTORS AND AUDITORS
The
directors are responsible for preparing the BT Group plc Annual Review
in accordance with applicable law. Our responsibility is to report to
you our opinion on the consistency of the summary financial statement
within the BT Group plc Annual Review with the BT Group plc annual financial
statements, the directors’ report and the directors’ remuneration
report, and its compliance with the relevant requirements of Section
251 of the Companies Act 1985 and the regulations made thereunder. We
also read the other information contained in the BT Group plc Annual
Review and consider the implications for our report if we become aware
of any apparent misstatements or material inconsistencies with the summary
financial statement.
This
statement, including the opinion, has been prepared for and only for the company’s
members as a body in accordance with Section 251 of the Companies Act 1985 and
for no other purpose. We do not, in giving this opinion, accept or assume responsibility
for any other purpose or to any other person to whom this statement is shown
or into whose hands it may come save where expressly agreed by our prior consent
in writing.
BASIS
OF OPINION
We
conducted our work in accordance with Bulletin 1999/6, ‘The auditors’ statement
on the summary financial statement’ issued by the Auditing Practices
Board for use in the United Kingdom.
OPINION
In
our opinion the summary financial statement is consistent with the full
annual financial statements, the directors’ report and the directors’ remuneration
report of BT Group plc for the year ended 31 March 2006 and complies
with the applicable requirements of Section 251 of the Companies Act
1985, and the regulations made thereunder.
PricewaterhouseCoopers
LLP
Chartered Accountants and Registered Auditors
London 17 May 2006
Notes:
(a)
The maintenance and integrity of the BT Group plc website
is the responsibility of the directors; the work carried
out by the auditors does not involve consideration of these
matters and, accordingly, the auditors accept no responsibility
for any changes that may have occurred to the financial
statements since they were initially presented on the website.
(b)
Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
The auditors’ report on the full annual accounts for
the year ended 31 March 2006 is unqualified and does not
contain any statement concerning accounting records or failure
to obtain necessary information and explanations.
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IMPORTANT NOTE
This
summary financial statement does not contain sufficient information to allow
for as full an understanding
of the results of the group and state of affairs of the company or the group
and of their policies and arrangements concerning directors’ remuneration as would be provided by the BT Group plc Annual Report and Form 20-F (‘Annual Report’). Also, for the company’s disclosure on any significant ways in which the company’s
corporate governance practices differ from those followed by US companies under
NYSE listing standards, please see page 46 of the Annual Report. Shareholders
who would like more detailed information may obtain a copy of the full Annual
Report for 2006 and/or future years, free of charge, by calling our Shareholder
Helpline on Freefone 0808 100
4141 (+44 121 433 4404 from outside the UK) or can view it online at www.bt.com/annualreport
FORWARD-LOOKING
STATEMENTS – CAUTION ADVISED
Certain
statements in this summary financial statement 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: continued
growth in EBITDA, earnings per share, and in new wave revenue, mainly from networked
IT services, broadband and mobility growth; implementation of BT’s 21st
Century Network; expectations regarding progressive dividend policy, dividend
payout ratio and cost savings; accelerating transformation of the business; and
improving shareholder returns.
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 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, networks and solutions and the need to increase expenditures for improving the quality of service; prolonged adverse weather conditions resulting in a material increase in overtime, staff or other costs; timing of entry and profitability of BT in certain communications markets; 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. Certain of these factors are discussed in more detail in
the Annual Report including, without limitation, in Group risk factors.
BT undertakes no obligation to update any forward-looking statements
whether as a result of new information, future events or otherwise.
ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS
The
group’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards
(IFRS) and IFRIC interpretations in issue as adopted by the EU effective as at 31 March 2006. The transition date for the adoption of IFRS is 1 April 2004. All comparative data in these statements has been restated accordingly with the exception of these policies in relation to financial instruments under IAS 32 ‘Financial Instruments: Disclosure and Presentation’ and IAS 39 ‘Financial Instruments: Recognition and Measurement’.
Further details can be found in note 34 to the Annual Report.
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