Offer to purchase CLEARNET.pdf - About TELUS

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TELUS CORPORATION (FORMERLY BCT.TELUS COMMUNICATIONS INC.) CONSOLIDATED CASH FLOW STATEMENT Years Ended December 31 1999 1998 (millions) Operating Activities Income before extraordinary item ...................................... Items not affecting cash: $ 349.7 $ 597.5 Depreciation and amortization ....................................... 1,062.1 1,021.9 Future income taxes .............................................. (10.1) 81.5 Non-cash restructuring related write-offs ................................ 79.9 — Gain on disposal of property and investments (Note 11) .................... (36.9) (46.3) Sinking fund earnings ............................................. (12.6) (11.4) Other, net ...................................................... (26.1) (9.1) Operating cash flow ................................................ 1,406.0 1,634.1 Provision for future cash restructuring costs ............................... 329.5 — Operating cash flow adjusted for restructuring costs ......................... 1,735.5 1,634.1 Net change in non-cash working capital .................................. (90.4) (137.8) Cash provided by operating activities .................................... Investing Activities 1,645.1 1,496.3 Capital expenditures ................................................ (1,199.2) (1,093.2) Proceeds from the sale of property and investments (Note 11) .................. 40.2 92.0 Merger costs ..................................................... (51.9) — Other ........................................................... 12.6 (34.4) Cash used by investing activities ........................................ Financing Activities (1,198.3) (1,035.6) Common shares issued .............................................. 3.5 7.9 Repurchase of common shares ......................................... (1.8) (47.7) Dividends to shareholders ............................................ (334.9) (309.7) Long-term debt issued .............................................. 44.2 13.9 Redemptions of long-term debt ........................................ (258.4) (934.3) Sinking fund withdrawal (contribution) ................................... 32.7 (2.0) Change in short-term obligations ....................................... (47.7) 494.5 Other ........................................................... 1.9 1.4 Cash used by financing activities ....................................... (560.5) (776.0) Decrease in cash ................................................... (113.7) (315.3) Cash and temporary investments, beginning of year ......................... 81.4 396.7 Cash and temporary investments (bank indebtedness), end of year ............... Supplemental Disclosure $ (32.3) $ 81.4 Interest paid ...................................................... $ 204.7 $ 249.6 Income taxes paid .................................................. $ 341.6 $ 517.3 I-7
TELUS CORPORATION (FORMERLY BCT.TELUS COMMUNICATIONS INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1999 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in Canada and in conformity with prevailing practices in the Canadian telecommunications industry. These statements conform in all material respects with International Accounting Standards. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The term ‘‘Company’’ is used to mean BCT.TELUS Communications Inc. and where the context of the narrative permits or requires, its subsidiaries. (a) Business Combination On January 31, 1999, the operations of BC TELECOM Inc. (BC TELECOM) and TELUS Corporation (TELUS) were merged to form BCT.TELUS Communications Inc. The merged Company is engaged in providing communications services and solutions for consumers and businesses. The nature of the business combination was such that neither of the combining companies could be identified as the acquirer for accounting purposes. Therefore, the business combination has been accounted for using the pooling of interests method of accounting whereby the consolidated financial statements reflect the combined carrying values of the assets, liabilities and shareholders’ equity, and the combined operating results of BC TELECOM and TELUS for all periods presented. Under the terms of the merger, shares of BC TELECOM were exchanged on a one-for-one basis and shares of TELUS were exchanged on a one for .7773 basis for shares in BCT.TELUS Communications Inc. Subsequent to the exchange, the former shareholders of BC TELECOM held 52.5% and the former shareholders of TELUS held 47.5% of the 177,427,492 outstanding voting common shares of the combined company. On February 1, 1999, the closing market price of the BCT.TELUS Communications Inc. voting common shares was $42.50. I-8
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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
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 and 76: MANAGEMENT’S REPORT Management is
Page 77 and 78: TELUS CORPORATION (FORMERLY BCT.TEL
Page 79: 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 and 130: 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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