BT 2005 Annual Report Download - page 137

136 BT Group plc Annual Report and Form 20-F 2005 Additional information for shareholders
authorised to control all substantial decisions of the trust. If a partnership holds ordinary shares or ADSs, the tax
treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. A
partner in a partnership that holds ordinary shares or ADSs is urged to consult its own tax advisor regarding the specific
tax consequences of owning and disposing of the ordinary shares or ADSs.
In particular, this summary is based on (i) current UK tax law and UK Inland Revenue practice and US law and US
Internal Revenue Service (‘IRS’) practice, including the Internal Revenue Code of 1986, as amended, Treasury
regulations, rulings, judicial decisions and administrative practice, all as currently in effect, (ii) the United Kingdom–
United States Income Tax Convention that entered into force on 25 April 1980 and the protocols thereto in effect until
31 March 2003 (the ‘1980 Convention’), (iii) the United Kingdom–United States Convention relating to estate and gift
taxes, and (iv) the new United Kingdom–United States Tax Convention that entered into force on 31 March 2003 and
the protocol thereto (the ‘New Convention’), all as in effect on the date of this Annual Report, all of which are subject
to change or changes in interpretation, possibly with retroactive effect.
US Holders should be aware that the New Convention generally will have effect in respect of dividends paid in 2004
and all subsequent years. However, a US Holder entitled to benefits under the 1980 Convention could have elected to
have the provisions of the 1980 Convention continue until 1 May 2004 if the election to apply the 1980 Convention
would have resulted in greater benefits to the Holder. If a US Holder made a valid election in 2003, the discussion
below with respect to dividend payments made pursuant to the 1980 Convention would apply to dividends paid by BT
prior to 1 May 2004. The discussion below notes instances where the relevant provisions of the New Convention will
produce a materially different result for a validly electing US Holder. US Holders should note that certain articles in the
New Convention limit or restrict the ability of a US Holder to claim benefits under the New Convention and that similar
provisions were not contained in the 1980 Convention.
US Holders should consult their own tax advisors as to the applicability of the Conventions and the consequences
under UK, US federal, state and local, and other laws, of the ownership and disposition of ordinary shares or ADSs.
Taxation of dividends
The UK currently does not apply a withholding tax on dividends under its internal tax laws.
For US federal income tax purposes, a distribution (including any additional dividend income arising from a foreign
tax credit claim as described below) will be treated as ordinary dividend income. The amount of the distribution
includible in gross income of a US Holder will be the US dollar value of the distribution calculated by reference to the
spot rate in effect on the date the distribution is actually or constructively received by a US Holder of ordinary shares,
or by the Depositary, in the case of ADSs. A US Holder who converts the British pounds into US dollars on the date of
receipt generally should not recognise any exchange gain or loss. A US Holder who does not convert the British pounds
into US dollars on the date of receipt generally will have a tax basis in the British pounds equal to its US dollar value on
such date. Foreign currency gain or loss, if any, recognised by the US Holder on a subsequent conversion or other
disposition of the British pounds generally will be US source ordinary income or loss. Dividends paid by BT to a
corporate US Holder will not be eligible for the US dividends received deduction.
For dividend payments subject to the 1980 Convention as described above, a US Holder of ordinary shares or ADSs
who is a resident of the US (and is not a resident of the UK) for the purposes of the 1980 Convention generally is
entitled to receive, in addition to any dividend that BT pays, a payment from the UK Inland Revenue in respect of such
dividend equal to the tax credit to which an individual resident in the UK for UK tax purposes would have been entitled
had that individual received the dividend (which is currently equal to one-ninth of the dividend received) reduced by a
UK withholding tax equal to the amount not exceeding 15% of the sum of the dividend paid and the UK tax credit
payment. At current rates, the withholding tax entirely eliminates the tax credit payment but no withholding in excess
of the tax credit payment will be imposed upon the US Holder. Thus, for example, a US Holder who receives a £90
dividend will also be treated as receiving from the UK Inland Revenue a tax credit payment of £10 (one-ninth of the
dividend received) but the entire £10 payment will be eliminated by UK withholding tax, resulting in a net receipt of
£90. The effect on each US Holder will depend on circumstances that are particular to that Holder.
The foreign tax deemed paid generally will be available as a US credit or deduction. A US Holder validly electing
under the 1980 Convention could elect to receive a foreign tax credit or deduction with respect to any UK withholding
tax on IRS Form 8833 (Treaty-Based Return Position Disclosure Under Section 6114 or 7701(b)). For purposes of
calculating the foreign tax credit, dividends paid on the ordinary shares or ADSs will be treated as income from sources
outside the United States and generally will constitute ‘passive income’ or, for certain Holders, ‘financial services
income’. The rules relating to the determination of the foreign tax credit are very complex. US Holders who do not
elect to claim a credit with respect to any foreign taxes paid in a given taxable year may instead claim a deduction for
foreign taxes paid. A deduction does not reduce US federal income tax on a dollar for dollar basis like a tax credit. The
deduction, however, is not subject to the limitations applicable to foreign credits.
There will be no right to any payment from the UK Inland Revenue and no notional UK withholding tax applied to a
dividend payment made under the New Convention. Therefore, it will not be possible for US Holders to claim a foreign
tax credit in respect of any dividend payment made by BT in 2004 (or from 1 May 2004 in the case of a US Holder who
effectively elected to extend the applicability of the 1980 Convention).
US Holders should consult their own tax advisors to determine whether the US Holder is eligible for benefits under
the 1980 Convention and the New Convention, and whether, and to what extent, a foreign tax credit will be available
with respect to dividends received from BT. The US Treasury has expressed concern that parties to whom ADSs are
released may be taking actions that are inconsistent with the claiming of foreign tax credits for US Holders of ADSs.
Accordingly, the analysis of the creditability of British withholding taxes in the case of the US Holder who properly
elected to apply the 1980 Convention could be affected by future actions that may be taken by the US Treasury.