Offer to purchase CLEARNET.pdf - About TELUS

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The following is a restatement of the statement of cash flows to reflect the application of U.S. GAAP: Six Months Ended Three Months June 30 Ended June 30 2000 1999 2000 1999 (unaudited) (unaudited) (millions) Operating Activities Net income (loss) ................................... $ 326.1 $ 105.5 $ 161.8 $ (28.2) Depreciation and amortization .......................... 567.4 490.4 280.3 219.1 Deferred income taxes ................................ 141.3 108.6 73.0 61.9 Non-cash restructuring related write-offs .................. — 7.2 — 7.4 Sinking fund earnings ................................ (4.1) (5.1) (2.9) (2.0) Other, net ........................................ (48.0) 5.9 (29.7) 21.4 Operating cash flow ................................. 982.7 712.5 482.5 279.6 Provision for future cash restructuring costs ................ — 147.8 — 147.8 Changes in working capital ............................ (221.4) (168.1) (93.7) (73.5) Cash from operations ................................ 761.3 692.2 388.8 353.9 Less — dividends to shareholders ........................ (167.6) (167.4) (83.8) (83.9) Investing Activities 593.7 524.8 305.0 270.0 Purchase of TELUS ................................. — (110.7) — (110.7) Purchase of QuebecTel ............................... (593.7) — — — Capital expenditures, net .............................. (499.2) (477.4) (184.0) (182.8) Other ............................................ (11.2) 16.9 (13.3) (6.8) Financing Activities (1,104.1) (571.2) (197.3) (300.3) Common shares issued ............................... 9.7 1.9 5.9 1.1 Sinking fund withdrawal .............................. 109.5 — — — Long-term debt issued ................................ 211.2 14.0 5.2 12.7 Increase (decrease) in short-term notes payable ............. 595.6 2.1 73.1 (106.9) Redemptions of long-term debt ......................... (279.1) (122.0) (5.2) (17.2) Other ............................................ (2.8) 1.1 (3.2) — 644.1 (102.9) 75.8 (110.3) Increase (decrease) in cash ............................ Cash and temporary investments (bank indebtedness), beginning 133.7 (149.3) 183.5 (140.6) of year ......................................... Cash and temporary investments (bank indebtedness), (32.3) 125.9 (32.3) 125.9 end of year ...................................... $ 101.4 $ (23.4) $ 151.2 $ (14.7) (a) Future Employee Benefits Under U.S. GAAP, TELUS future employee benefit assets and obligations have been recorded at their fair values on acquisition. Accounting for Future Employee Benefits under Canadian GAAP changed to become more consistent with U.S. GAAP effective January 1, 2000. Canadian GAAP provides that the transitional balances can be accounted for prospectively. Therefore, to conform to U.S. GAAP, the amortization of the transitional amount needs to be removed from the future employee benefit expense. III-4
ANNEX A ADDITIONAL INFORMATION ADDITIONAL INFORMATION REQUIRED FOR TENDER OFFER STATEMENT A. Financial Information with Respect to TELUS June 30, December 31, December 31, 2000 1999 1998 1. Ratio of Earnings to Fixed Charges ........................ 6.16 5.08 (0.54) 2. Book value per share (Provided as June 30, 2000 only) ........................ $18.59 N/A N/A B. Pro Forma Information with Respect to TELUS and Clearnet A-1 June 30, December 31, 2000 1999 1. Ratio of Earnings to Fixed Charges ............................... 1.75 1.50 2. Book value per share (Provided as at June 30, 2000 only) ............................. $23.07 N/A DIRECTORS AND OFFICERS OF TELUS CORPORATION (‘‘TELUS’’) Directors and Officers The name, business address, present principal occupation or employment, five-year employment history and offices held with TELUS of the directors and officers of TELUS are as set out below. Each director and officer listed below is a citizen of Canada except Mr. Masin who is a citizen of the United States. Unless indicated below, the business address of each person is c/o TELUS Corporation, 21st Floor, 3777 Kingsway, Burnaby, British Columbia V5H 3Z7, Canada. Directors (including executive officers who are directors) Name and Principal Occupation Darren Entwistle President and Chief Executive Officer, TELUS Brian A. Canfield Chairman of TELUS Ronald P. Triffo Vice-Chairman of TELUS, Chairman, Stantec Inc. (engineering company) Suite 200, 10160 - 112 Street Edmonton, AB T5K 2L6 R. John Butler Counsel, Bryan & Company (law firm) 2600 Manulife Place 10180 - 101 Street Edmonton, AB T5J 3Y2
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No securities commission or similar
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QUESTIONS AND ANSWERS ABOUT THE OFF
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outstanding voting shares of Clearn
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WHERE YOU CAN OBTAIN MORE INFORMATI
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SUMMARY The following is a summary
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Commitment to Accept the Offers by
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Selected Historical and Pro Forma C
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DEFINITIONS In the accompanying Sum
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‘‘Governmental Entity’’ mea
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‘‘Shareholders Agreements’’
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Shares and the amount of cash recei
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shares into the Depositary’s acco
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the person or persons specified by
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(l) neither TELUS nor the Banks bec
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condition of the Offers specified u
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(f) the Holdco Shareholder properly
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Notice of any determination regardi
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The Offers are not being made to, n
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On July 14, 2000, Darren Entwistle,
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espect of such Acquisition Proposal
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etter positioned to take advantage
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The funds obtained pursuant to the
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part of its national strategy, TELU
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to require holders of TELUS Non-Vot
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‘‘Dividends’’ in TELUS’ A
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systems. Change in the regulation o
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(b) the management proxy circular o
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COMMITMENTS TO ACQUIRE SECURITIES O
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the proposed transaction is likely
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ACQUISITION OF CLEARNET SHARES NOT
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least equal in value to the conside
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Beneficial owners of Clearnet Conve
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separately dispose of the balance o
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also be taxable Canadian property w
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No brokerage fees or commissions wi
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CONSENT OF AUDITORS To: British Col
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CERTIFICATE OF 612459 B.C. LTD. The
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MANAGEMENT’S REPORT Management is
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TELUS CORPORATION (FORMERLY BCT.TEL
Page 79 and 80: TELUS CORPORATION (FORMERLY BCT.TEL
Page 87 and 88: 4. FINANCING COSTS TELUS CORPORATIO
Page 105 and 106: SCHEDULE II TELUS CORPORATION UNAUD
Page 107 and 108: COMPILATION REPORT To the Directors
Page 109 and 110: TELUS CORPORATION PRO FORMA CONSOLI
Page 111 and 112: TELUS CORPORATION NOTES TO THE PRO
Page 119 and 120: TELUS CORPORATION PRO FORMA CONSOLI
Page 127 and 128: SCHEDULE III TELUS CORPORATION U.S.
Page 129: The following table restates the ma
Page 133 and 134: Fares F. Salloum President — Inte
Page 135 and 136: Officers Name and Position held wit
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