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Offer to purchase CLEARNET.pdf - About TELUS

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<strong>TELUS</strong> CORPORATION<br />

NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (Continued)<br />

December 31, 1999<br />

(unaudited)<br />

3. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED<br />

ACCOUNTING PRINCIPLES (Continued)<br />

The acquisition is summarized as follows:<br />

Net assets acquired:<br />

Net working capital (including bank indebtedness acquired of $57.5 million) ........... $ (644.6)<br />

Property and equipment ................................................. 2,531.4<br />

Intangible assets ...................................................... 4,033.3<br />

Goodwill ............................................................ 403.1<br />

Deferred income tax asset ............................................... 587.8<br />

Other assets ......................................................... 284.8<br />

Long-term debt ....................................................... (667.7)<br />

Deferred income tax liability ............................................. (1,855.3)<br />

Other liabilities .......................................................<br />

Financed by:<br />

(10.4)<br />

$ 4,662.4<br />

Issuance of shares and replacement options ................................... $4,609.2<br />

Re<strong>purchase</strong> of partial shares .............................................. 1.3<br />

Transaction costs ...................................................... 51.9<br />

$ 4,662.4<br />

The results of <strong>TELUS</strong> prior <strong>to</strong> the merger date of January 31, 1999 would not be included in the results of<br />

the Company under U.S. GAAP. Therefore, $15.3 million for the month ended January 31, 1999 has been<br />

deducted from the net income under Canadian GAAP for the year ended December 31, 1999.<br />

(b) Restructuring Charge<br />

A charge of $466.3 million was recorded for the expected costs <strong>to</strong> complete merger-related restructuring<br />

activities. Under U.S. GAAP, costs incurred <strong>to</strong>:<br />

• exit an activity of an acquired company,<br />

• involuntarily terminate employees of an acquired company, or<br />

• relocate employees of an acquired company<br />

are recognized as liabilities assumed in a <strong>purchase</strong> business combination. Therefore, qualifying merger<br />

related restructuring costs (after tax) of $144.6 million associated with <strong>TELUS</strong> have been recorded as<br />

liabilities assumed at the time of <strong>purchase</strong>.<br />

(c) Depreciation<br />

As <strong>TELUS</strong> capital assets on acquisition have been recorded at their fair value, depreciation of such assets<br />

will be different under U.S. GAAP.<br />

II-11

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