Offer to purchase CLEARNET.pdf - About TELUS

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AUDITORS’ REPORT To the Shareholders of TELUS CORPORATION (formerly BCT.TELUS Communications Inc.) We have audited the consolidated balance sheets of TELUS Corporation (formerly BCT.TELUS Communications Inc.) as at December 31, 1999 and 1998 and the consolidated statements of income, retained earnings and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 1999 and 1998 and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles. As required by the British Columbia Company Act, we report that, in our opinion, these principles have been applied on a consistent basis. ARTHUR ANDERSEN LLP Chartered Accountants Vancouver, B.C. January 28, 2000 (except as to Notes 21 and 22 which are as of September 20, 2000) I-3
TELUS CORPORATION (FORMERLY BCT.TELUS COMMUNICATIONS INC.) CONSOLIDATED STATEMENT OF INCOME Years Ended December 31 1999 1998 (millions) Operating Revenues Local service ....................................................... $3,195.0 $3,160.2 Long distance service ................................................. 1,609.1 1,720.1 Other (Note 2) ..................................................... 1,068.2 953.6 Operating Expenses 5,872.3 5,833.9 Operations ........................................................ 3,544.9 3,515.2 Depreciation and amortization .......................................... 1,062.1 1,021.9 4,607.0 4,537.1 Operating Income ................................................... 1,265.3 1,296.8 Other income, net (Note 3) ............................................ 40.2 56.9 Financing costs (Note 4) .............................................. 188.7 232.1 Restructuring costs (Note 1(a)) ......................................... 466.3 — Income Before Income Taxes and Non-controlling Interest ...................... 650.5 1,121.6 Income taxes (Note 5) ................................................ 296.9 519.5 Income Before Non-controlling Interest ................................... 353.6 602.1 Non-controlling interest ............................................... 3.9 4.6 Income Before Extraordinary Item ....................................... 349.7 597.5 Extraordinary loss (Note 6) ............................................ — 530.6 Net Income ........................................................ 349.7 66.9 Preference and preferred share dividends .................................. 3.5 3.5 Common Share Income ............................................... Earnings per Common Share ($) $ 346.2 $ 63.4 Income before restructuring costs and extraordinary item ....................... 2.58 2.51 Common share income ............................................... 1.46 .27 Average Common Shares Outstanding .................................... 236.6 237.0 I-4
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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
Page 25 and 26: the person or persons specified by
Page 27 and 28: (l) neither TELUS nor the Banks bec
Page 29 and 30: condition of the Offers specified u
Page 31 and 32: (f) the Holdco Shareholder properly
Page 33 and 34: Notice of any determination regardi
Page 35 and 36: The Offers are not being made to, n
Page 37 and 38: On July 14, 2000, Darren Entwistle,
Page 39 and 40: espect of such Acquisition Proposal
Page 41 and 42: etter positioned to take advantage
Page 43 and 44: The funds obtained pursuant to the
Page 45 and 46: part of its national strategy, TELU
Page 47 and 48: to require holders of TELUS Non-Vot
Page 49 and 50: ‘‘Dividends’’ in TELUS’ A
Page 51 and 52: systems. Change in the regulation o
Page 53 and 54: (b) the management proxy circular o
Page 55 and 56: COMMITMENTS TO ACQUIRE SECURITIES O
Page 57 and 58: the proposed transaction is likely
Page 59 and 60: ACQUISITION OF CLEARNET SHARES NOT
Page 61 and 62: least equal in value to the conside
Page 63 and 64: Beneficial owners of Clearnet Conve
Page 65 and 66: separately dispose of the balance o
Page 67 and 68: also be taxable Canadian property w
Page 69 and 70: No brokerage fees or commissions wi
Page 71 and 72: CONSENT OF AUDITORS To: British Col
Page 73 and 74: CERTIFICATE OF 612459 B.C. LTD. The
Page 75: MANAGEMENT’S REPORT Management is
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
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SCHEDULE III TELUS CORPORATION U.S.
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The following table restates the ma
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ANNEX A ADDITIONAL INFORMATION ADDI
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Fares F. Salloum President — Inte
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Officers Name and Position held wit
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