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To provide the quickest response possible, we have prepared answers to the most common queries we receive regarding tax. If you cannot find the information you need below then please continue to the e-mail form. Comprehensive information can also be found in Investor FAQs.
As this is a complex area, investors should consult their own tax advisor regarding the US federal, state and local tax laws, the UK and other tax consequences of owning and disposing of shares and ADSs in their particular circumstances, and in particular whether they are eligible for the benefits of the Old Treaty and/or the New Treaty (both as defined below).
This section was correct at 11 June 2003
This section describes for a US holder (as defined below), in general terms, the principal US federal income tax and UK tax consequences of owning shares or ADSs in the Company as capital assets (for US and UK tax purposes). This section does not, however, cover the tax consequences for members of certain classes of holders subject to special rules and holders that, directly or indirectly, hold 10 per cent or more of the Company's voting stock.
A US holder is a beneficial owner of shares or ADSs that is:
i) a citizen or resident (for US federal income tax purposes) of the United States;
ii) a corporation, or other entity treated as a corporation, created or organised under the laws of the United States or any of its States;
iii) an estate the income of which is subject to US federal income tax regardless of its source; or
iv) a trust if a US court can exercise primary supervision over the trust's administration and one or more US persons are authorised to control all substantial decisions of the trust.
This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations, published rulings and court decisions, and on the tax laws of the United Kingdom, all as currently in effect, and the draft UK Finance Act published on 14 April 2003 (the Finance Bill) currently before Parliament (but which is not expected to be materially amended), as well as on the Double Taxation Convention between the United States and the United Kingdom as entered into force in 1980 (the 'Old Treaty') and the Double Taxation Convention between the United States and the United Kingdom for which instruments of ratification were exchanged in March 2003 (the 'New Treaty'). These laws are subject to change, possibly on a retroactive basis.
Generally, the New Treaty is effective in respect of taxes withheld at source if an amount is paid or credited on or after 1 May 2003. Other provisions of the New Treaty, however, took effect for UK purposes for individuals on 6 April 2003 (1 April 2003 for UK companies) and will take effect for US purposes on 1 January 2004. The rules of the Old Treaty remain applicable until these effective dates. However, a taxpayer may elect to have the Old Treaty apply in its entirety for a period of twelve months after the applicable effective dates of the New Treaty.
This section is further based in part upon the representations of the Depositary and assumes that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms.
For US federal income tax and UK tax purposes, a holder of ADRs evidencing ADSs will be treated as the owner of the shares in the Company represented by those ADSs. Generally, exchanges of shares for ADRs, and ADRs for shares, will not be subject to US federal income tax or to UK tax, other than stamp duty or stamp duty reserve tax (see the section on these taxes below).
Taxation of dividends
UK taxation
Under current UK tax law, no withholding tax will be deducted from dividends paid by the Company.
A shareholder that is a company resident for UK tax purposes in the United Kingdom will not be taxable on a dividend it receives from the Company. A shareholder in the Company who is an individual resident for UK tax purposes in the United Kingdom is entitled, in calculating their liability to UK income tax, to a tax credit on cash dividends paid on shares in the Company or ADSs, and the tax credit is equal to one-ninth of the cash dividend.
Under the Old Treaty, a US holder is entitled to a tax credit from the UK Inland Revenue equal to the amount of the tax credit available to a shareholder resident in the United Kingdom (i.e. one-ninth of the dividend received), but the amount of the dividend plus the amount of the tax credit are then subject to withholding in an amount equal to the amount of the tax credit. A US holder therefore will not, in fact, receive any repayment from the UK Inland Revenue in respect of a dividend from the Company, although assuming the US holder is not resident in the United Kingdom for UK tax purposes, there will be no further UK tax to pay in respect of that dividend.
Under the New Treaty, a US holder will not be entitled to a tax credit from the UK Inland Revenue in the manner described above, and dividends received by the US holder from the Company will not be subject to any withholding by the United Kingdom under the New Treaty or otherwise.
US federal income taxation
The gross amount of any dividend paid by the Company to a US holder is subject to United States federal income taxation. Dividends paid to a non-corporate US holder after 31 December 2002 and before 1 January 2009 that constitute qualified dividend income will be taxable to the holder at a maximum tax rate of 15% provided that the shares or ADSs are held for more than 60 days during the 120 day period beginning 60 days before the ex-dividend date and the holder meets other holding period requirements. Dividends paid with respect to the shares or ADSs will be qualified dividend income. The dividend is taxable to the US holder when the US holder, in the case of shares, or the Depositary, in the case of ADSs, actually or constructively receives the dividend.
A US holder, eligible for the benefits of the Old Treaty, may include in the gross amount of income the UK tax withheld from the dividend payment pursuant to the Old Treaty, as described in 'UK taxation' above. Subject to certain limitations, the UK tax withheld in accordance with the Old Treaty and effectively paid over to the UK Inland Revenue will be creditable against the US holder's US federal income tax liability, provided the US holder is eligible for the benefits of the Old Treaty and has properly filed Internal Revenue Form 8833. In addition, special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the maximum 15% tax rate.
Under the New Treaty, a US holder will not be entitled to a UK tax credit payment, but will also not be subject to a UK withholding tax. The US holder will include in gross income for US federal income tax purposes only the amount of the dividend actually received from the Company, and the receipt of a dividend will not entitle the US holder to a foreign tax credit.
Dividends will not be eligible for the dividends-received deduction generally allowed to US corporations in respect of dividends received from other US corporations. Dividends will be income from sources outside the United States, and will generally be 'passive income' or 'financial services income', which is treated separately from other types of income for the purposes of computing any allowable foreign tax credit.
In the case of shares, the amount of the dividend distribution to be included in income will be the US dollar value of the pound sterling payments made, determined at the spot pound sterling/US dollar rate on the date of the dividend distribution, regardless of whether the payment is in fact converted into US dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is to be included in income to the date the payment is converted into US dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. Generally, the gain or loss will be income or loss from sources within the United States for foreign tax credit limitation purposes.
Taxation of capital gains
UK taxation
A US holder may be liable for both UK and US tax in respect of a gain on the disposal of the Company's shares or ADSs if the US holder is:
i) a citizen of the United States resident or ordinarily resident for UK tax purposes in the United Kingdom;
ii) a US domestic corporation resident in the United Kingdom by reason of being centrally managed and controlled in the United Kingdom; or
iii) a citizen of the United States or a corporation that carries on a trade, profession or vocation in the United Kingdom through a branch or agency or, in respect of companies for accounting periods beginning on or after 1 January 2003, through a permanent establishment, and that has used the shares or ADSs for the purposes of such trade, profession or vocation or has used, held or acquired the shares or ADSs for the purposes of such branch or agency or permanent establishment.
However, subject to applicable limitations and provisions of the Old Treaty, such persons may be entitled to a tax credit against their US federal income tax liability for the amount of UK capital gains tax or UK corporation tax on chargeable gains (as the case may be) which is paid in respect of such gain.
Under the New Treaty, capital gains on dispositions of the shares or ADSs will generally be subject to tax only in the country of residence of the relevant holder as determined under both the laws of the United Kingdom and the United States and as required by the terms of the New Treaty. However, individuals who are residents of either the United Kingdom or the United States and who have been residents of the other jurisdiction (the US or the UK, as the case may be) at any time during the six years immediately preceding the relevant disposal of shares or ADSs may be subject to tax with respect to capital gains arising from the dispositions of the shares or ADSs not only in the country of which the holder is resident at the time of the disposition, but also in that other country.
US federal income taxation
A US holder that sells or otherwise disposes of the Company's shares or ADSs will recognise a capital gain or loss for US federal income tax purposes equal to the difference between the US dollar value of the amount realised and its tax basis, determined in US dollars, in the shares or ADSs. Generally, capital gains of a non-corporate US holder that are recognised after 6 May 2003 and before 1 January 2009 are taxed at a maximum rate of 15% where the property is held for more than one year. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. The deductibility of losses is subject to limitations.
Additional tax considerations
UK inheritance tax
An individual who is domiciled in the United States (for the purposes of the Estate and Gift Tax Convention) and is not a UK national will not be subject to UK inheritance tax in respect of the Company's shares or ADSs on the individual's death or on a transfer of the shares or ADSs during their lifetime, provided that any applicable US federal gift or estate tax is paid, unless the shares or ADSs are part of the business property of a UK permanent establishment or pertain to a UK fixed base used for the performance of independent personal services. Where the shares or ADSs have been placed in trust by a settlor, they may be subject to UK inheritance tax unless, when the trust was created, the settlor was domiciled in the United States and not a UK national. Where the shares or ADSs are subject to both UK inheritance tax and to US federal gift or estate tax, the Estate and Gift Tax Convention generally provides a credit against US federal tax liabilities for UK inheritance tax paid.
UK stamp duty and stamp duty reserve tax
Stamp duty will, subject to certain exceptions, be payable on any instrument transferring shares in the Company to the Custodian of the Depositary at the rate of 112 per cent on the amount or value of the consideration if on sale or on the value of such shares if not on sale. Stamp duty reserve tax ('SDRT'), at the rate of 112 per cent of the price or value of the shares could also be payable in these circumstances, and on issue to such a person, but no SDRT will be payable if stamp duty equal to such SDRT liability is paid. In accordance with the terms of the Deposit Agreement, any tax or duty payable on deposits of shares by the Depositary or the Custodian of the Depositary will be charged to the party to whom ADSs are delivered against such deposits.
No stamp duty will be payable on any transfer of ADSs of the Company, provided that the ADSs and any separate instrument of transfer are executed and retained at all times outside the United Kingdom.
A transfer of shares in the Company in registered form will attract ad valorem stamp duty generally at the rate of 12 per cent of the purchase price of the shares. There is no charge to ad valorem stamp duty on gifts. On a transfer from nominee to beneficial owner (the nominee having at all times held the shares on behalf of the transferee) under which no beneficial interest passes and which is neither a sale nor in contemplation of a sale, a fixed £5.00 stamp duty will be payable.
SDRT is generally payable on an unconditional agreement to transfer shares in the Company in registered form at 12 per cent of the amount or value of the consideration for the transfer, but is repayable if, within six years of the date of the agreement, an instrument transferring the shares is executed, or, if the SDRT has not been paid, the liability to pay the tax (but not necessarily interest and penalties) would be cancelled. However, an agreement to transfer the ADSs of the Company will not give rise to SDRT.
Merger with AirTouch Communications Inc
The effective date of the Merger with AirTouch Communications Inc was 30 June 1999. The final Merger consideration was as follows:
- Holders of AirTouch common stock receive 0.5 shares of Vodafone ADS plus $9 in cash for each share of AirTouch common stock they own.
- Holders of AirTouch Class B preferred stock receive 0.403 shares of Vodafone ADS plus $7.25 in cash for each share of AirTouch Class B preferred stock they own.
- AirTouch Class C preferred stock remains outstanding, however the company has an option to call the shares beginning 20 September 1999. Once called, the holder has the right to receive 0.690 shares of Vodafone AirTouch ADS plus $12.41 in cash for each AirTouch Class C preferred share held.
Tax consequences of the Merger
This information does not address all aspects of US federal income taxation or United Kingdom taxation that may be relevant to stockholders in light of their particular circumstances, or to stockholders who are subject to special provisions of US federal income tax law. We recommend that stockholders consult a tax advisor.
- The receipt of Vodafone AirTouch ADSs by the holders of AirTouch common stock and by holders of AirTouch Class B preferred stock is tax free.
- The receipt of cash by the holders of AirTouch common stock and by holders of AirTouch Class B preferred stock is taxable to the extent of your gain.
- The conversion of AirTouch Class C preferred on or after 30 June 1999 is a fully taxable exchange to the extent of the holder's gain.
Calculating the tax consequences
Please review pages 65-73 of Proxy for details. $9 in cash is taxed as a capital gain to the extent of your gain - short-term if held less than 1 year, long-term if held 1 year or more. Cash in lieu of fractional shares less the proportion of the holder's tax basis that is allocable to the fractional shares will be taxed as a capital gain or loss.
To calculate the aggregate capital gain to be recognized and the new basis in Vodafone AirTouch ADSs, go through the following steps for each block of shares purchased: