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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
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[ ] Registration statement pursuant to section 12 of the Securities Exchange
Act of 1934 Or
[X] Annual report pursuant to section 13(a) or 15(d)
Of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2002
Commission File Number 000-24876
TELUS Corporation
(Exact Name of Registrant as specified in its charter)
British Columbia, Canada
(Province or other jurisdiction of incorporation or organization)
4812
(Primary Standard Industrial Classification Code Number (if applicable)
21st Floor, 3777 Kingsway
Burnaby, British Columbia V5H 3Z7, Canada
(604) 432-2044
(Address and telephone number of Registrant's principal executive offices)
CT Corporation System, 111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 590-9200
(Name, Address (including zip code) and Telephone Number of Agent
for Service in the United States)
Securities registered pursuant to section 12(b) of the Act.
Name of each exchange
Title of Class On Which Registered
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Non-Voting Shares New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act.
6.75% Convertible Unsecured Subordinated Debentures
Warrants to Purchase Non-Voting Shares
7.00% Notes due 2007
8.00% Notes due 2011
(Title of Class)
For annual reports, indicate by check mark the information filed with this Form:
[X] Annual information form [X] Audited annual financial statements
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of December 31, 2002:
187, 271, 994 Common Voting Shares and 158, 407, 931 Non-Voting Shares.
Indicate by check mark whether the Registrant by filing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the "Exchange Act"). If "Yes" is marked, indicate the filing number assigned
to the Registrant in connection with such Rule.
Yes_____ 82-_____ No__X__
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes __X__ No_____
INCORPORATION BY REFERENCE
The Exhibits to this report are incorporated by reference.
UNDERTAKING
Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to: the securities registered pursuant to Form 40-F; the securities in
relation to which the obligation to file an annual report on Form 40-F arises;
or transactions in said securities.
Certification of CEO and CFO, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Controls and Procedures
Within the 90-day period prior to the filing of this report, an evaluation was
carried out under the supervision of and with the participation of the
registrant's management, including our Chief Executive Officer and Chief
Financial Officer who are our principal executive officer and principal
financial officer respectively, of the effectiveness of our disclosure controls
and procedures (as defined in Rule 13a-14(c) under the Securities Act of 1934).
Based on that evaluation our Chief Executive Officer and Chief Financial
Officer concluded that the design and operation of these disclosure controls
and procedures were effective. No significant changes were made in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation.
Certifications
I, Darren Entwistle, President and Chief Executive Officer of TELUS
Corporation, certify that:
1. I have reviewed this annual report on Form 40-F of TELUS Corporation.
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report.
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
annual report.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (and persons
performing equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls.
6. The registrant's other certifying officer and I have indicated in
this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
April 22, 2003.
"Darren Entwistle"
____________________
Darren Entwistle
President and Chief Executive Officer
Certifications
I, Robert G. McFarlane, Executive Vice President and Chief Financial
Officer of TELUS Corporation, certify that:
1. I have reviewed this annual report on Form 40-F of TELUSC orporation.
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report.
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report.
4. The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (and persons
performing equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls.
6. The registrant's other certifying officer and I have indicated in
this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
April 22, 2003.
"Robert G. McFarlane"
____________________
Robert G. McFarlane
Executive Vice President and Chief Financial Officer
EXHIBITS
The following documents are filed as exhibits to this Form 40-F:
Exhibit
Number Document
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1. Certification of CEO and CFO, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
2. Annual Information Form dated April 21, 2003, with Management's Discussion
and Analysis for the year ended December 31, 2002, attached as Appendix A
thereto.
3. Audited Consolidated Financial Statements as at and for the year ended
December 31, 2002.
4. Information Circular of the Company as of March 14, 2003.
5. Consent of Auditor.
SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant certifies that it meets all of the requirements for
filing on Form 40-F and has duly caused this annual report to be signed on its
behalf by the undersigned, thereunto duly authorized.
TELUS Corporation
"James W. Peters"
_________________________
James W. Peters
Corporate Secretary
Date: April 22, 2003.
EXHIBIT 1: Certification of CEO and CFO as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 40-F of TELUS Corporation (the
"Company") for the year ended December 31, 2002 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), Darren Entwistle],
as Chief Executive Officer of the Company, and, Robert G. McFarlane, as Chief
Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C.
section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of
2002, that, to the best of his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
"Darren Entwistle"
______________________________
Name: Darren Entwistle
Title: President and Chief Executive Officer
Date: April 22, 2003
"Robert G. McFarlane"
______________________________
Name: Robert G. McFarlane
Title: Executive Vice President and Chief Financial Officer
Date: April 22, 2003
This certification accompanies the Report pursuant to section 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of
section 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been
provided to TELUS Corporation and will be retained by TELUS Corporation and
furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 2: Annual Information Form dated April 21, 2003, with Management's
Discussion and Analysis for the year ended December 31, 2002, attached as
Appendix A thereto
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TELUS Corporation
annual information form
for the year ended December 31, 2002
April 22, 2003
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TABLE OF CONTENTS
FORWARD LOOKING STATEMENTS 1
TELUS 1
GENERAL DEVELOPMENT OF TELUS AND ITS SUBSIDIARIES 2
OPERATIONS AND ORGANIZATION OF TELUS 3
DESCRIPTION OF THE BUSINESS 5
EMPLOYEE RELATIONS 9
CAPITAL ASSETS AND GOODWILL 11
ALLIANCES 12
Long-term Relationship Agreement with Verizon 12
Verizon software and related technology and services 12
Genuity software and related technology and services 13
Agreements among Canadian carriers 15
LEGAL PROCEEDINGS 15
FOREIGN OWNERSHIP RESTRICTIONS 16
REGULATION 17
General 17
Regulation of local services 17
Regulation of long distance services 21
COMPETITION 23
SELECTED FINANCIAL INFORMATION 25
MANAGEMENT'S DISCUSSION AND ANALYSIS 26
DIVIDENDS DECLARED 26
DIRECTORS AND OFFICERS 27
MARKET FOR SECURITIES 30
ADDITIONAL INFORMATION 30
APPENDIX A: MANAGEMENT'S DISCUSSION AND ANALYSIS 32
Corporate background 32
Developments in 2002 34
Performance to 2002 targets and guidance 36
Results of operations 39
2003 Outlook 60
Risks and Uncertainties 65
Exchange Rate Information TELUS publishes its consolidated financial statements
in Canadian dollars. In this annual information form, except where otherwise
indicated, all reference, to "dollars" or "$" are to Canadian dollars. The Bank
of Canada noon spot exchange rate on April 22, 2003 was Cdn.$1.4471= U.S.$1.00.
The following table sets forth, for the fiscal years and dates indicated,
certain exchange rate information based on the noon spot rate:
December 29, 2000 1.5002
December 31, 2001 1.5926
December 31, 2002 1.5796
FORWARD LOOKING STATEMENTS
This annual information form and the management's discussion and analysis
annexed hereto, contain statements about expected future events and financial
and operating results of TELUS Corporation ("TELUS" or the "Company") that are
forward-looking and subject to risks and uncertainties. TELUS' actual results,
performance or achievement could differ materially from those expressed or
implied by such statements. Such statements are qualified in their entirety by
the inherent risks and uncertainties surrounding future expectations and may
not reflect the potential impact of any future acquisitions, mergers or
divestitures. Factors that could cause actual results to differ materially
include but are not limited to: general business and economic conditions in
TELUS' service territories across Canada and future demand for services;
competition in wireline and wireless services, including voice, data and
Internet services and within the Canadian telecommunications industry
generally; re-emergence from receivership of newly restructured competitors;
levels of capital expenditures; success of operational and capital efficiency
programs including maintenance of customer service levels; success of
integrating acquisitions; network upgrades, billing system conversions, and
reliance on legacy systems; implementation of new customer relationship
management software; realization of tax savings; the impact of credit rating
changes; availability and cost of capital including renewal of credit
facilities; financial condition and credit risk of customers affecting
collectibility of receivables; ability to maintain an accounts receivable
securitization program; adverse regulatory action; attraction and retention of
key personnel; collective labour agreement negotiations and outcome of
conciliation efforts; future costs of retirement and pension obligations and
returns on invested pension assets; technological advances; the final outcome
of pending or future litigation; the effect of environmental, health and safety
concerns and other risk factors discussed herein and listed from time to time
in TELUS' reports, comprehensive public disclosure documents, including the
annual report, and in other filings with securities commissions in Canada and
the U.S.
The Company disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
TELUS
TELUS was incorporated under the Company Act (British Columbia) (the "BC
Company Act") on October 26, 1998 under the name BCT.TELUS Communications Inc.
("BCT"). On January 31, 1999, pursuant to a court-approved plan of arrangement
under the Canada Business Corporations Act ("CBCA") among BCT, BC TELECOM Inc.
("BC TELECOM") and TELUS Corporation ("TC"), BCT acquired all of the shares of
each of BC TELECOM and TC in exchange for common shares and non-voting shares
of BCT and BC TELECOM was dissolved. On May 3, 2000, BCT changed its name to
TELUS Corporation. TELUS maintains its registered office at Floor 21, 3777
Kingsway, Burnaby, B.C. and its executive office at Floor 8, 555 Robson,
Vancouver, B.C.
Subsidiaries of TELUS
The only material subsidiaries of TELUS are TELUS Communications Inc. ("TCI")
and TELE-MOBILE Company ("TELUS Mobility"), each owning assets which constitute
more than 10 per cent of the consolidated assets of TELUS as at December 31,
2002 and each generating sales and operating revenues which exceed 10 per cent
of the consolidated sales and operating revenues of TELUS for the year ended
December 31, 2002. TELUS owns 100 per cent of the voting shares in TCI
directly, and 100 per cent of the partnership interests in TELUS Mobility
indirectly.
In addition, TELUS Quebec Inc. ("TELUS (Quebec)") through its wholly-owned
subsidiary, TELUS Communications (Quebec) Inc. ("TELUS Communications
(Quebec)") and TELUS Enterprise Solutions Partnership ("TELUS Enterprise
Partnership"), also provide communication services that form part of the TELUS
Communications business segment.
The following organization chart sets forth these TELUS subsidiaries and
partnerships, as well as their respective jurisdictions of incorporation or
establishment and TELUS ownership:
[Organization Graph]
(1) There are outstanding preference and preferred shares of TCI, with no
voting rights, which are listed and trading publicly. TCI issued two special
redeemable subordinate preferred shares to TELUS Corporation on January 1,
2003.
In this annual information form, references to "TELUS" are to TELUS Corporation
and all of its subsidiaries and partnerships as a whole, except where it is
clear that these terms mean only TELUS Corporation. References to "TELUS
Quebec" mean TELUS (Quebec) and, where the context requires, its subsidiaries.
GENERAL DEVELOPMENT OF TELUS AND ITS SUBSIDIARIES
General development and operations of TELUS
TELUS currently provides data, Internet protocol ("IP"), high-speed Internet
and portals and local and long-distance voice services primarily through TCI
and TELUS Quebec; information technology outsourcing and e-business solutions
services primarily through TELUS Enterprises Partnership; and wireless data,
IP, and voice services through TELUS Mobility. (See "Operations and
organization of TELUS")
On October 20, 2000, TELUS acquired over 95 per cent of the outstanding shares
of Clearnet Communications Inc. ("Clearnet Communications") pursuant to a
take-over bid. The remaining Clearnet Communications shares not tendered
pursuant to the takeover bid were acquired by TELUS through the compulsory
acquisition procedures of the CBCA in January 2001. The purchase consideration
for the Clearnet Communications shares was approximately $4.1 billion, which
was satisfied by the payment of $2.2 billion in cash and the balance through
the issuance of non-voting shares of TELUS.
On January 1, 2001, TELUS Communications (B.C.) Inc., TELUS Communications
Inc., TELUS Mobility Cellular Inc. and 3759709 Canada Inc. amalgamated to form
TELUS Communications Inc.
On July 1, 2001, through an internal reorganization, the wireless operations of
TELUS Communications Inc. in Alberta and British Columbia ("B.C."), the
wireless operations of TELUS Solutions (Quebec) Inc. in Quebec and the wireless
operations of Clearnet PCS Inc. were transferred to TELUS Mobility. This
effectively consolidated all of TELUS wireless operations into a single entity,
TELUS Mobility.
On September 1, 2001, Clearnet PCS Inc. amalgamated with TELUS Communications
Inc. pursuant to an internal reorganization to form TCI. On December 30, 2001,
predecessor Clearnet Inc. and Clearnet Communications amalgamated to form
Clearnet Inc. ("Clearnet"). On September 30, 2002, Clearnet was wound up into
TCI.
As of December 31, 2002, TCI holds an approximate 99 per cent partnership
interest and 3817873 Canada Inc., a subsidiary of TCI, holds less than a 1 per
cent partnership interest, in TELUS Mobility.
OPERATIONS AND ORGANIZATION OF TELUS
TELUS is the largest telecommunications company in Western Canada and the
second largest telecommunications company in Canada. TELUS is a leading
Canadian telecommunications provider whose subsidiaries provide a full range of
communication products and services. TELUS provides its communications services
through two business segments: TELUS Communications and TELUS Mobility.
TELUS Communications is a full-service incumbent local exchange carrier
("ILEC") in Western Canada and Eastern Quebec offering local, long-distance,
data, Internet and other services to consumers and businesses. TELUS
Communications provides comprehensive local and long distance wireline
services, data, IP, and managed services, and telecommunications equipment
sales nationally. TELUS Mobility is a national facilities-based wireless
provider with approximately three million subscribers. The business of TELUS
Mobility includes the provision of digital Personal Communications Services
("PCS"), Enhanced Specialized Mobile Radio ("ESMR") services, wireless Internet
and analogue cellular services.
The customer facing business units within the TELUS Communications segment are:
* Consumer Solutions, which provides Internet, voice and entertainment
services to households and individuals in Alberta and B.C.;
* Business Solutions, which delivers innovative wireline, data, IP, and
voice solutions to small and medium-sized businesses and entrepreneurs;
* Client Solutions, which brings customized wireline, voice, data, IP,
Information Technology ("IT") and e.business solutions to large
multinational, corporate and public sector customers;
* TELUS Quebec, which focuses on the unique needs of the Quebec
marketplace by offering targeted businesses and consumers comprehensive
and integrated wireline telecommunications solutions, including data,
Internet and voice; and
* Partner Solutions, which targets the wireline needs of wholesale
customers, including telecommunications carriers, resellers, Internet
service providers, wireless communications companies, competitive local
access providers and cable TV operators.
The TELUS Communications customer facing business units receive essential
support from the business capabilities units comprised of Business
Transformation, Enterprise Marketing, Human Resources, Technology and
Operations and TELUS Ventures, as well as, from the business enabling units
comprised of Corporate Strategy, Corporate Affairs and Finance.
TELUS Mobility receives essential support for employee services, engineering,
finance, information systems, legal, sales and marketing, operations, and
regulatory from departments within TELUS Mobility.
TELUS' national growth strategy
Since the January 1999 merger transaction between BC TELECOM and TC, the
Company has been pursuing a national wireline and wireless growth strategy
outside Alberta and B.C. into the rest of Canada, most particularly into
Central Canada. This is being implemented by both organic start-up operations
and through a series of acquisitions.
On June 1, 2000, TELUS acquired approximately 70 per cent of the shares of The
QuebecTel Group Inc., the second largest telecommunications provider in Quebec.
It was subsequently renamed TELUS Quebec. On June 29, 2001, TELUS acquired the
remaining 30 per cent of TELUS Quebec. TELUS Quebec provides TELUS with a
regional full service presence in the province of Quebec and an established
foundation of management, employees, systems and customer relationships with
which to execute an expansion strategy targeted at businesses.
The acquisition of Clearnet Communications in October 2000 provided TELUS with
two separate national digital wireless communications networks and subscribers,
experienced management, employees, infrastructure and sales distribution system
in Central and Eastern Canada. It also provided TELUS Mobility with PCS and
wireless spectrum nationally.
In 2001, TELUS opened two world-class Intelligent Internet Data Centres
("IDCs") in Calgary and Toronto and completed six strategic acquisitions
primarily focused on the provision of data and IP in Central Canada. The
acquisitions added new customer relationships, skilled employees and a third
IDC located in Toronto. TELUS has become a leading managed data hosting
provider in Canada with TELUS' national network of IDCs.
That same year, the Company also activated its 10,000 kilometre coast-to-coast
backbone fibre optic network, which interconnects cities between Halifax and
Vancouver and extends into the United States ("U.S.") via points of presence in
Albany, Buffalo, Chicago, Detroit, Seattle and New York City. This network is
fully integrated with TELUS' extensive metropolitan networks in Alberta and
B.C. and connects into networks under construction in Montreal, Ottawa, Toronto
and other cities.
In 2002, TELUS Communications continued to expand its organic start-up
operations in Central Canada by signing numerous long-term data, IP and long
distance contracts worth more than $210 million. In addition, the Company has
begun transforming its network to IP-based technology.
In addition, the Company sold non-core assets in 2000 and 2001 for proceeds of
approximately $1.3 billion. These dispositions included the sale of real estate
and the directory information, and exit from the equipment leasing business.
In 2001, TELUS Mobility extended wireless service into Winnipeg, Manitoba. In
2001 and 2002, TELUS completed the successful integration of the TELUS wireless
operations in Alberta and B.C. with Clearnet Communications and QuebecTel
Mobilite. In conjunction with the ongoing buildout of TELUS' wireless networks,
in 2002, TELUS Mobility entered into certain enhanced and extended
roaming/resale agreements with Bell Mobility and its affiliates and Aliant
Wireless, a division of Aliant Telecom Inc. ("the Roaming/Resale Agreements").
These agreements expanded TELUS Mobility's ability to address the digital PCS
market.
In 2002, TELUS Mobility launched a new next generation 1X wireless data network
across Canada, and became Verizon Wireless' preferred roaming partner in
Canada.
DESCRIPTION OF THE BUSINESS
TELUS is one of Canada's largest telecommunications companies, providing a full
range of telecommunications products and services. The Company is the largest
incumbent telecommunications service provider in Western Canada and provides
data, IP, voice and wireless services to Central and Eastern Canada. The
Company earns the majority of its revenue (voice local, voice contribution,
voice long distance, data and mobility network) from access to, and usage of,
the Company's telecommunication infrastructure. The majority of the balance of
the Company's revenue (other and mobility equipment) arises from providing
products that facilitate access to, and usage of, the Company's
telecommunication infrastructure.
The wireline business segment is operated in TELUS Communications and the
wireless business segment is operated in TELUS Mobility.
TELUS Communications - wireline business segment
TELUS Communications is an ILEC in Alberta, B.C. and Eastern Quebec where it
provides comprehensive local, long distance, data, Internet and information
services in its incumbent or ILEC territories and is a competitive local
exchange carrier ("CLEC") offering services primarily in Central Canada through
its non-incumbent or non-ILEC operations. TELUS Communications' ILEC operations
service a population of approximately 7.2 million in its incumbent Western
Canada service territory, and a population of approximately 544,000 in its
incumbent Eastern Quebec territory. On a combined basis, the services of TELUS
Communications accounted for revenue of $4,989.3 million for the year ended
December 31, 2002, representing 71.2 per cent of the total revenue of TELUS for
2002.
In 2002, as part of its national growth strategy, TELUS continued to expand the
provision of data and Internet and other services in its non-ILEC operations.
In response to the changing environment since early 2002, TELUS made the
improvement in profitability for its non-ILEC operations a priority. Efforts to
advance TELUS' coast-to-coast network infrastructure continued through 2002. In
June 2002, the TELUS Quebec Internet backbone was integrated into TELUS'
national Internet backbone, thereby improving routing, connectivity and
reliability for all of TELUS' Internet users. Also in June 2002, TELUS launched
the Next Generation Network ("NGN") project, which could eventually support
increased volumes of data transmissions and new applications like voice over
Internet Protocol ("VoIP"). The NGN is expected to provide a variety of next
generation capabilities and services to both residential and business
customers, and to eventually eliminate the need for separate networks for
voice, data and video services. TELUS successfully migrated business long
distance and toll-free (such as 1-800) customers, and all calling card
customers, to a new national long distance enhanced services platform.
Local
Local wireline services allow customers to complete calls in their local
calling areas and to access long distance networks, wireless networks and the
Internet. Virtually all homes and businesses in the TELUS Communications
incumbent service area have access to some or all of its local services. In
addition to local calling, local services generally include enhanced calling
features, such as call display, call waiting, call forwarding and voice mail;
Centrex for business customers; public pay telephones; and competitive long
distance carrier access. Local access or exchange service is the largest
component of local wireline service, and is generally provided on a monthly
flat rate basis.
TELUS Communications is competing outside its incumbent territory as a CLEC and
has obtained approval to operate as a CLEC in certain targeted markets in
Central Canada where it concentrates on providing business wireline services.
TELUS is continuing to pursue CLEC status in other areas in Central and Eastern
Canada.
CLECs operating in Canada provide service to their customers over facilities
they have constructed or leased from ILECs in a given region or by reselling
the local services of the ILECs (e.g. TELUS Communications). CLECs that use
their own facilities or facilities leased from TELUS Communications are
eligible to receive a subsidy when they provide service to residential
customers living in areas where TELUS Communications, as an ILEC, receives a
subsidy. (see "Regulation - Regulation of Local Services")
Long distance
Wireline long distance services interconnect customers in different local
calling areas, and also provide domestic and international connectivity. TELUS
Communications offers its residential and business customers a range of long
distance savings plans, billing options, and call options. The largest
component of wireline long distance services is message toll services, which
are transmitted through fibre optic cables, microwave radio systems, cable
carrier systems and satellite channels. Message toll services are subject to
revenue settlement arrangements with other communications carriers. National
and international wireline long distance services are provided through TELUS
Communications' new national network and by way of interconnection with the
networks of other facilities-based carriers and resellers.
Data, Internet and information services
TELUS Communications provides both "traditional" data services and "enhanced"
data services. Traditional data services include circuit switched, packet
switched and dedicated private lines. Enhanced data services are data services
with greater functionality and growth potential than the traditional services.
The major enhanced data services offered by TELUS Communications are Internet
access, private intranets, wide area network outsourcing and electronic
commerce. Customers may choose from a wide range of data services to suit the
complexity of their requirements, including required speed and volume. TELUS
Communications is the second largest Internet service provider in Alberta, B.C.
and Quebec and is the third largest wireline Internet service provider in
Canada. As at December 31, 2002, TELUS had 801,700 Internet subscribers,
including 410,000 asymmetrical digital subscriber line ("ADSL") high-speed
subscribers. The number of ADSL subscribers increased 91 per cent from 214,800
at the end of 2001. TELUS Communications has seen an increase in the use of
data services such as business Intranets by business customers and in the use
of personal computer access, Internet access and facsimile transmission by
residential customers. TELUS also offers a range of advanced intelligent
network services - services that can be customized to meet the specific needs
of individual customers through software changes to network switches. These
services include special number services such as toll free 1-800 and 1-900 and
enhanced call routing.
TELUS Communications provides businesses with information technology services
such as IT outsourcing, application development and sustainment and national IT
consulting. As a leader in Web hosting services, TELUS Communications also
offers managed hosting, co-location including shared Web and e-mail hosting
services, media streaming, data storage and security services. In addition,
TELUS Communications offers managed applications services and software such as
online backup Web conferencing, expense management, customer relationship
management and sales force automation. These services are available across
Canada and can be enhanced by connection with TELUS Communications'
infrastructure through points of presence in Regina, Saskatoon, Winnipeg,
Burlington, Chatham, Hamilton, Kitchener, London, Mississauga, Oshawa, Ottawa,
Toronto and Windsor, and throughout Alberta and B.C.
The following table sets forth certain statistical information with respect to
TELUS Communications:
TELUS Communications December 31
2002 2001 2000
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Network access lines (000's) 4,911 4,967 4,944
Long distance ILEC market share, revenue based 78% 79% 77%
Local ILEC market share, access lines based 97% 98% 98%
Dial-up Internet net additions (000's) (1) (63.4) 41.8 125.5
Dial-up Internet subscribers (000's) (1) 391.7 455.1 413.2
High-speed Internet net additions (000s) (2) 195.2 131.2 57.9
High-speed Internet subscribers (000's) (2) 410.0 214.8 83.6
Employees (3) 18,677 23,247 21,810
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(1) Internet net additions and year-end subscriber counts for 2002 include a reduction of approximately 21,100 dial-up
subscribers and approximately 3,400 high-speed Internet subscribers as a result of a post-implementation review following
billing system conversions.
(2) 2001 and 2000 Internet amounts do not reflect the corporation reorganization that resulted in B.C. Internet subscribers
being included in TCI's 2002 amounts.
(3) Employees refer to regular employees for continuing operations.
TELUS Communications' network
TELUS Communications' network includes the Alberta and B.C. portion of the
transcontinental high-density fibre optic transmission system used by the
various ILECs across Canada. As part of TELUS' national strategy, TELUS
Communications has also built its own national inter-city fibre optic backbone
network that interconnects its existing Alberta/B.C. network with major centres
in Ontario and Quebec. This fibre optic network commenced operations at the end
of the first quarter of 2001, and is supplemented by new local fibre optic
networks in 28 CLEC metropolitan areas. TELUS Communications' network also
interconnects with the networks of Verizon Communications Inc. ("Verizon") and
other carriers in the U.S. for the exchange of U.S. and international traffic.
TELUS Mobility - wireless business segment
TELUS Mobility is a major Canadian facilities based wireless service provider
and offers a number of wireless services nationally as well as various services
on a regional basis. TELUS Mobility is licensed to operate a national PCS
network and analogue/digital cellular facilities in Alberta, B.C., and Eastern
Quebec. TELUS Mobility also operates Canada's only national ESMR network. TELUS
Mobility offers wireless voice and data services to consumers and businesses
nationally on both the ESMR and the PCS/cellular networks, and competes in the
prepaid and postpaid markets with three other major carriers in Canada.
Together with TELUS' previous spectrum holdings, the acquisition of Clearnet
and the provisional purchase of additional spectrum in the PCS spectrum auction
held in early 2001, TELUS Mobility holds the leading mobile spectrum position
of all wireless carriers within Canada. TELUS Mobility is also the leading
wireless communications service provider in Canada in terms of ARPU, churn, and
operating cash flow based on publicly available information. For the year ended
December 31, 2002, TELUS Mobility accounted for revenue of $2,017.4 million,
representing 28.8 per cent of the total revenue of TELUS for 2002.
In October 2001, TELUS Mobility entered into the Roaming/Resale Agreements,
which extended and enhanced then existing roaming and resale arrangements by,
among other things, reducing the wholesale pricing for such services to
encourage the use of existing digital code division multiple access ("CDMA")
networks. The implementation in 2002 of these agreements expanded TELUS
Mobility's addressable PCS market by approximately 6 million people to over 27
million while allowing TELUS Mobility to avoid capital expenditures of
approximately $800 million over the 10-year term of the agreements. In November
2002, these Roaming/Resale Agreements were amended to include 1X network
services.
The following table sets forth certain statistical information with respect to
TELUS Mobility:
TELUS Mobility - pro forma (1) December 31
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2002 2001 2000
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Net subscriber additions (000's) 418 418 474
Gross subscriber additions (000's) 1,017 985 924
Wireless subscribers (000's) (2) 2,996 2,578 2,160
Penetration rate (3) 10.9% 10.5% 9.1%
Wireless market share, subscriber based 25.0% 24.1% 24.5%
Average monthly revenue per subscriber unit ("ARPU") (2) $55 $57 $59
Minutes of use per subscriber per month ("MOU") 290 270 271
Cost of acquisition, per gross addition (2) $497 $502 $537
Monthly deactivations (churn rate) (2) 1.8% 2.0% 2.0%
Digital population coverage (millions) (4) 27.4 24.2 22.6
Total population coverage (millions) (4) 27.5 24.6 23.7
Employees (5) 4,941 4,518 4,378
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(1) Figures are for the reported TELUS Mobility segment for 2002 and 2001, and for 2000 are the pro forma combined operations
of TELUS Mobility in Alberta and B.C., Clearnet Communications and QuebecTel Mobilite (now TELUS Mobilite) in Quebec.
(2) Subscribers,churn, ARPU and marketing cost of acquisition per gross addition for 2000 were adjusted to align with the
definitions used by TELUS Mobility (pre-acquisitions), Clearnet Communications and TELUS Mobilite in Quebec. This includes a
decrease of approximately 13,100 to the December 31, 2000 postpaid subscriber total partly offset by an increase of 4,100 to
reflect inclusion of Cellular Digital Packet Data ("CDPD") subscribers not previously counted. Cost of acquisition, as
adjusted, includes rebranding, retention and migration costs.
(3) Subscribers divided by population coverage.
(4) Includes expanded coverage of a population of 6 million in the PCS coverage area (POPs) due to the Roaming/Resale Agreements.
(5) Employees refer to regular employees for continuing operations.
TELUS Mobility networks
TELUS Mobility owns and operates a national digital PCS network, and analogue
and digital cellular networks in Alberta, B.C., and Eastern Quebec, with 45 MHz
of spectrum throughout all major population regions of Canada. TELUS has
combined these networks and markets under one brand. Substantially all of TELUS
Mobility's digital subscribers are provided extended coverage in Canada, the
U.S. and various other countries through analogue and digital roaming
arrangements with other carriers by means of dual-mode or tri-mode, dual-band
handsets.
TELUS Mobility also owns and operates an ESMR digital wireless business
communications service under the MikeTM trademark using the integrated digital
enhanced network ("iDEN") technology. The Mike network covers the larger
population centers and surrounding areas in Alberta, B.C., Manitoba, Ontario
and Quebec (including Montreal and Toronto), and many non-urban areas in
Ontario, Quebec and Western Canada. The Mike network utilizes frequencies in
the 800 MHz range which have propagation advantages over higher frequencies
such as those used in digital 1900 MHz PCS networks, resulting in more cost
effective geographic coverage. While the amount of 800 MHz spectrum licensed to
TELUS Mobility varies by region, TELUS Mobility has in excess of 10 MHz of
spectrum available for its Mike network in Montreal, Toronto and Vancouver,
Canada's three most populous metropolitan areas. The Mike service is marketed
primarily through independent and corporate-owned dealers to businesses and
other organizations as a digital PCS-like service with the added unique benefit
of Mike's Direct Connect functionality, which provides low-cost instant
connectivity for work groups.
TELUS Mobility also operates analogue specialized mobile radio ("SMR") systems
in most major urban centres in Canada. TELUS Mobility operates paging networks
in Alberta, B.C., and Eastern Quebec.
EMPLOYEE RELATIONS
As at December 31, 2002, TELUS had a total of approximately 25,750
[A1]employees, of which 23,620 were regular full-time or regular part-time
employees and the balance were temporary employees. Approximately 14,200
employees were unionized of which approximately 12,870 unionized employees were
part of the TELUS Communications business segment and approximately 1,330
unionized employees were employed through TELE-MOBILE Company's wholly-owned
subsidiary, TM Mobile Inc. and were part of the TELUS Mobility business
segment. In 2002, the Company continued its Operational Efficiency Program
("OEP"), which included a focus on reducing staff. During the year
approximately 5,000 staff departed the Company, including approximately 3,100
unionized employees by way of early retirement and early departure voluntary
incentive plans. (see Management's Discussion and Analysis - Restructuring and
workforce reduction costs")
TELUS Communications
The Telecommunications Workers Union ("TWU") represents approximately 11,330
unionized employees in TELUS Communications in Alberta and B.C.
Prior to the establishment of a single consolidated bargaining unit of TELUS
Communications' unionized employees with the TWU as bargaining agent,
bargaining unit employees in Alberta and B.C. were included in four separate
bargaining units, each with a separate collective agreement. These collective
agreements all expired on or before December 31, 2000 and collective bargaining
between TELUS Communications and the TWU has been in progress since November
2000. The parties are currently working with federal conciliators appointed by
the Minister of Labour at TELUS' request. Until a new collective agreement is
concluded between TELUS Communications and the TWU, the terms and conditions of
the expired collective agreements continue to apply, subject to the outcome of
the TWU reconsideration application (see "Management's Discussion and Analysis
- Status of labour negotiations" and - "Management's Discussion and Analysis -
Risks and Uncertainties - Human Resources").
TELUS Quebec
Approximately 1,540 unionized employees of TELUS Quebec are represented by two
bargaining agents. The two unionized groups are:
* Approximately 1,029 office, clerical and technical employees,
represented by the Syndicat Quebecois des employes de TELUS. The
collective agreements relating to these employees are in effect until
December 31, 2005.
* Approximately 500 professional and supervisory employees, represented
by the Syndicat des agents de maitrise de Quebec-Telephone. The
collective agreements relating to these employees are in effect until
March 31, 2005.
TELE-MOBILE Company
Approximately 1,330 unionized employees of TELE-MOBILE Company are represented
by three bargaining agents in the provinces of Alberta, B.C., and Quebec. The
unionized employees of TELE-MOBILE Company are employed by its wholly-owned
subsidiary, TM Mobile Inc. TELE-MOBILE Company, through TM Mobile Inc., is
currently in collective bargaining for renewal agreements for their wireless
clerical and professional employees in Rimouski, Quebec. Negotiations with the
TWU are pending for the unionized employees in the wireless operations in
Alberta and B.C. The TELE-MOBILE employees formerly employed by Clearnet remain
non-unionized. All of these relationships remain subject to the outcome of
Canada Industrial Relations Board ("CIRB") proceedings brought by the TWU (see
"Management's Discussion and Analysis - Risks and Uncertainties - Human
Resources").
The unionized groups are:
* Approximately 662 former BC TEL Mobility employees represented by the
TWU and who continue to be covered by the terms of the BC TEL/TWU
collective agreement, which expired in December 2000.
* Approximately 577 former TELUS Mobility (Alberta) employees represented
by the TWU and who continue to be covered by the terms of the
Communications Energy & Paperworker Union/former TELUS Mobility (Alberta)
collective agreement, which expired in December 2000.
* Approximately 65 former QuebecTel Mobilite employees represented by the
Syndicat Quebecois des employes de TELUS and who continue to be covered
by the terms of a collective agreement which expired in December 2000 and
was further extended by agreement with the union to December 2002. Until
a new collective agreement is concluded, the terms and conditions of the
expired collective agreement continue to apply.
* Approximately 23 former QuebecTel Mobilite professional and supervisory
employees represented by the Syndicat des Agents de Maitrise de
Quebec-Telephone and who are covered by the terms of a collective
agreement which expired in March 2002. A renewal agreement is currently
being negotiated. Until a new collective agreement is concluded, the
terms and conditions of the expired collective agreement continue to
apply.
CAPITAL ASSETS AND GOODWILL
As at December 31, 2002, the total investment of TELUS in capital assets and
goodwill was recorded at a net book value of $15.1 billion on a consolidated
basis.
Capital assets and goodwill
The principal capital assets of TELUS consist of telecommunications property,
plant and equipment and intangible assets and do not lend themselves to
description by exact location. As at December 31, 2002, the total investment of
TELUS in capital assets was recorded at a net book value of $12.0 billion on a
consolidated basis. Such assets, located principally in Alberta, B.C., Ontario
and Quebec, include network facilities, relay and transmission towers,
switching equipment, terminal devices, computers, motor vehicles, tools and
test equipment, furniture, office equipment and intangible assets. Spectrum
licenses, which had a net book value of $3.0 billion, as at December 31, 2002,
comprise the majority of intangible assets.
With the exception of terminal devices located at customer premises, most of
the Company's communications plant and equipment are located on land owned or
on rights-of-way obtained by TELUS.
The properties of TELUS include: (i) office space; (ii) work centres for field
service and materials management personnel; and (iii) space for exchange, toll
and mobile radio equipment. A small number of buildings are constructed on
leasehold land and the majority of the relay stations for TELUS Mobility's
public service radio-telephone network located in remote areas of B.C. are
situated on Crown lands held under licenses from the province of B.C. for
varying terms. Some buildings, switch centres and relay stations for TELUS
Mobility's public mobile network are situated on land held under long-term
leases. The network facilities of TELUS are constructed under or along streets
or highways pursuant to rights-of-way granted by the owners of land including
municipalities and on land owned by the Crown or on freehold land owned by
subsidiaries of TELUS. Other communications property, plant and equipment
consist of plant under construction and materials and supplies used for
construction and repair purposes. Intangible assets include wireless spectrum
licenses, subscriber base and computer software.
TELUS monitors its operations for compliance with applicable environmental
requirements and standards, and implements preventative and remedial actions as
required. TELUS' business of telecommunications services does not generate
significant waste products that would be considered hazardous. For these
reasons, remedial action has not been significant to the ongoing operations and
expenditures of TELUS. As at December 31, 2002, goodwill had a net book value
of $3.1 billion. Goodwill represents the excess of cost of acquired businesses
over the fair value attributed to the net identifiable assets.
Value of intangible assets and goodwill
TELUS conducted an impairment review of intangible assets and goodwill in the
first quarter of 2002, pursuant to the new accounting and reporting standards
in respect of goodwill and intangible assets. Under this new standard,
intangible assets, to the extent they have been determined to have an
indefinite life, will no longer be subject to amortization but will be subject
to a fair-value-based impairment test at least annually. Similarly, goodwill is
no longer subject to amortization over its estimated useful life. Rather,
goodwill will be subjected to at least an annual assessment for impairment by
applying a fair-value-based test at the reporting unit level. Intangible assets
with finite lives ("intangible assets subject to amortization") are amortized
on a straight-line basis over their estimated lives, which are annually
reviewed.
TELUS assessed its intangible assets with indefinite lives, which are its
spectrum licences, in the first quarter of 2002 and recorded a transitional
impairment amount of $595.2 million ($910.0 million before tax).
TELUS also assessed its goodwill in the first quarter of 2002 and determined
that there was no goodwill transitional impairment amount.
The Company's annual review of impairment for intangible assets with indefinite
lives and goodwill is conducted in December of each year starting in December
2002. No impairment was recorded as a result of the December 2002 review.
ALLIANCES
Long-term Relationship Agreement with Verizon
TELUS and certain Verizon subsidiaries are parties to the Long Term
Relationship Agreement dated January 31, 1999. This agreement was entered into
at the time of the merger of BC TELECOM Inc. with predecessor TELUS
Corporation, and has a 10-year term. The agreement contains restrictions on
Verizon's ability to acquire or sell TELUS shares beyond specified thresholds,
and its ability to solicit or initiate business combinations involving TELUS.
It also provides Verizon with anti-dilution rights, the right to designate
(proportionate to its ownership of voting shares) nominees who will become part
of the management slate proposed for election to the TELUS Board, and
representation on TELUS Board committees. In particular, subject to certain
exceptions and foreign ownership rules, except with the prior approval of a
majority of the independent directors on the TELUS Board, Verizon and its
subsidiaries may not own or control more than approximately 34.2% of TELUS
shares or voting shares, or less than approximately 19.9% of TELUS shares. As
at March 31, 2003, Verizon, through Anglo-Canadian Telephone Company, owned
48,551,972 TELUS common shares (25.8 per cent of the TELUS common shares) and
24,908,020 TELUS non-voting shares (15.7 per cent of the TELUS non-voting
shares) or approximately 21.2 per cent of the outstanding TELUS shares (19.5
per cent on a fully diluted basis).
Verizon software and related technology and services
Verizon has adopted, with certain changes, the February 1, 1999 agreement made
between TELUS and a predecessor to Verizon, GTE Corporation (the "GTE
Agreement") with respect to certain GTE intellectual property rights and
services. The agreement between TELUS and Verizon (the "Verizon Agreement") was
made effective January 1, 2001 and contains provisions which, subject to
existing third party rights and certain other exceptions and conditions, give
TELUS and its affiliates certain rights to purchase exclusive licences of
Verizon software and other technology, trademarks and service marks as
specified by TELUS, and to use exclusively the remaining Verizon software and
other technology, trademarks and service marks, in each instance in connection
with the provision of Telecommunications Services (as defined in the Verizon
Agreement) in Canada. Telecommunications Services do not include the provision
of content for broadcasting, video, cable or Internet services, or the sale,
publication or provision of directories. If Verizon proposes to transfer all or
a substantial portion of the software and other technology underlying the
intellectual property rights sold or licensed to TELUS to a third party
unrelated to Verizon, and the transferred software and other technology were in
fact used in the U.S. (excluding Puerto Rico) by Verizon at the time of
transfer or in Canada, Verizon must use commercially reasonable efforts to
obtain for TELUS substantially the same rights obtained by Verizon to use all
upgrades, enhancements, additions and modifications to the transferred software
and other technology developed by the third party transferee.
Verizon's obligation to provide intellectual property rights, or any other
right, service or product called for in the Verizon Agreement is subject to
compliance with U.S. regulatory requirements by Verizon and its affiliates.
The Verizon Agreement requires Verizon to provide certain functional and
consulting services to TELUS as requested by TELUS. The parties have also
agreed, subject to existing obligations, to use reasonable efforts to provide
services and products that are seamless with each other and each has agreed to
use reasonable efforts to purchase for itself and its customers the
Telecommunications Services of the other party in that party's territory. The
Verizon Agreement also contains certain joint marketing and non-competition
provisions, which do not apply to Verizon Wireless or TELUS Mobility.
The Verizon Agreement applies to Verizon and its American and Canadian
affiliates, but specifically excludes Verizon Wireless. Independent of the
Verizon Agreement, TELUS Mobility and Verizon Wireless have negotiated and
implemented mutually beneficial changes to their reciprocal existing roaming
arrangements.
The initial term of the Verizon Agreement was for one year ending December 31,
2001. The term is renewable annually for successive one-year periods at TELUS'
sole discretion with a last renewal right for a term ending December 31, 2008.
Any renewal beyond December 31, 2008 requires the mutual agreement of the
parties. TELUS has renewed the Verizon Agreement for 2003.
The Verizon Agreement provides for the following annual payments to be made by
TELUS (including both licence purchase prices and fees to be paid for all other
property rights and services provided or granted to TELUS under the Verizon
Agreement): U.S. $155 million during the initial term, U.S. $100 million in the
first renewal term (2002), U.S. $20 million in 2003 and in each subsequent
annual renewal term up to December 31, 2008. In the event of termination, there
will be in most instances a two-year transition period and TELUS will have a
licence to use the then current software and other technology on a
non-exclusive basis, allowing TELUS to properly manage the transition to new
technology.
Genuity software and related technology and services
In order to obtain regulatory approvals for the merger between GTE and Bell
Atlantic, GTE transferred substantially all of its Internet business into a
separate public corporation known as Genuity Inc. (formerly GTE
Internetworking) prior to the closing of the merger.
Effective June 30, 2000, Genuity, Genuity Solutions Inc. (a subsidiary of
Genuity), and TELUS entered into a Brand, Technology and Co-Marketing Agreement
(the "Genuity Agreement"). Similar to the GTE Agreement, and subject to
existing third party rights and certain exceptions and conditions, the Genuity
Agreement gives TELUS and its affiliates the exclusive right to use Genuity's
software and other technology in connection with the provision of
Telecommunications Services in Canada, and the exclusive right to use Genuity's
trademarks and service marks in connection with the provision of
Telecommunications Services in Canada where the Telecommunications Services are
based on or use Genuity software and other technology or are in lines of
business in which Genuity has been or is engaged. Genuity has agreed to provide
certain functional and consulting services to TELUS as requested. The parties
have also agreed, subject to existing obligations, to use reasonable efforts to
provide services and products that are seamless with each other and each has
agreed to use reasonable efforts to purchase for itself and its customers the
Telecommunications Services of the other party in that party's territory, with
Genuity being the first preferred supplier to TELUS over Verizon on IP (as
defined in the Genuity Agreement) services and Verizon being the first
preferred supplier to TELUS over Genuity on the remaining Telecommunications
Services. The Genuity Agreement also contains certain joint marketing and
non-competition provisions.
The initial term of the Genuity Agreement expires on January 31, 2009, subject
to rights of early termination in certain instances including the reacquisition
of control of Genuity by Verizon, the termination of the Verizon Agreement, and
the termination of the agreement between Verizon and Genuity (the
"Verizon-Genuity Agreement") which provides, among other things, for the
payment of consideration for the Genuity Agreement. The term is renewable for
five years at the end of each term unless written notice to renegotiate is
exchanged between the parties two years prior to the end of the term. During
the initial term, TELUS is not required to make any royalty payments directly
to Genuity and TELUS' royalty payments to Verizon under the Verizon Agreement
constitute sufficient consideration in that regard. In the event of
termination, TELUS will have a licence to use the then current software and
other technology on a non-exclusive basis, allowing TELUS to properly manage
the transition to new technology.
On or about July 24, 2002, Verizon announced that it would not exercise its
right to reacquire control of Genuity Inc. On November 27, 2002, Genuity Inc.,
together with Genuity Solutions Inc. and certain other affiliates
(collectively, the "Debtors") filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code. On February 4, 2003, the Debtors sold
substantially all of their assets and operations to Level 3 Communications Inc.
and certain of its subsidiaries ("Level 3"). In late February 2003, Verizon
informed Level 3 and TELUS that the Verizon-Genuity Agreement has ended in 2002
in accordance with its terms. That termination, if effective, would result in
the termination of the Genuity Agreement. Level 3 has until three months
following the closing date of its purchase to decide whether to assume the
Genuity Agreement (should it remain in effect) or any replacement or reinstated
agreement. TELUS intends to continue discussions with Level 3 and Verizon as to
the nature of their possible relationships during that three-month period. At
this time, the Debtors have not given notice to TELUS as to whether they wish
to assume and assign to Level 3 the Genuity Agreement (should it remain in
effect) or any replacement or reinstated agreement.
TELUS has negotiated wholesale agreements with Genuity, including agreements to
route traffic onto Verizon's and Genuity's U.S. and international network. This
can, but does not yet include, cross-Canada traffic based on the October 1998
CRTC decision that removed routing restrictions. The Debtors have notified
TELUS that they may wish to assume and assign to Level 3 certain TELUS
agreements, but have not given notice to TELUS as to their intentions regarding
the remaining wholesale agreements.
Directory Business
In 2001, TELUS sold its directory information services business to Verizon
Information Services - Canada Inc. ("VIS"), a subsidiary of Verizon. At the
same time, various TELUS subsidiaries and VIS entered into a series of
commercial arrangements whereby VIS acquired the exclusive right to publish
TELUS directories and provide on-line directories on TELUS portals, in Canada
and within 40 miles of the Canada-U.S. border, for an initial term of 30 years
with certain renewal rights thereafter, and TELUS agreed not to compete with
VIS in the business during those 30 years.
Agreements with Canadian carriers
Effective January 1, 2000, the major Canadian wireline telecommunication
companies replaced the then existing connecting agreement, which expired on
December 31, 1999, with a series of bilateral connecting and support services
agreements that set out the terms and conditions of the interconnection of
members' networks, the terms and conditions associated with the provisions of
certain services on such networks, and the method of settlement of revenues
from certain communications services. As TCI has developed its own national
network, services and processes it has progressively been limiting its reliance
on the arrangements described in these agreements.
LEGAL PROCEEDINGS
On May 8, 1998, an action was commenced against BC TEL (now TCI) by certain
holders of the $117.75 million principal amount of First Mortgage Bonds, 11.35
per cent Series AL (the "Bonds") which were redeemed by it on December 30,
1997. The action alleged that the Bonds were improperly redeemed and claimed
damages as a result thereof. TELUS successfully defended the action, which was
dismissed by the Ontario Superior Court of Justice in January 2003. On February
19, 2003, the plaintiffs filed a notice of appeal to the Ontario Court of
Appeal.
On December 16, 1994, the TWU filed a complaint with the Canadian Human Rights
Commission (the "CHRC"), alleging wage differences between unionized male and
female employees were contrary to the equal pay for work of equal value
provisions in the Canadian Human Rights Act. In December 1998, the CHRC advised
it would commence its own investigation of the TWU complaint. The CHRC's
investigation has been in the preliminary stages since 2000. TELUS believes
that it has good defences to the complaint and has taken the position that the
TWU's complaint should be dismissed.
In January 2002, TELUS became aware of two statements of claim filed in the
Alberta Court of Queen's Bench on December 31, 2001 and January 2, 2002 by
plaintiffs alleging to be either members or business agents of the TWU. In one
action, the three plaintiffs alleged to be suing on behalf of all current or
future beneficiaries of the TELUS Corporation Pension Plan ("TCPP"), and in the
other action, the two plaintiffs allege to be suing on behalf of all current or
future beneficiaries of the TELUS Edmonton Pension Plan ("TEPP"). The statement
of claim in the TCPP-related action named TELUS, certain of its affiliates and
certain present and former trustees of the TCPP as defendants, and claims
damages in the sum of $445 million. The statement of claim in the TEPP-related
action named TELUS, certain of its affiliates and certain individuals who are
alleged to be trustees of the TEPP and claims damages in the sum of $15.5
million. Each statement of claim also seeks other relief, for, inter alia,
alleged contribution holidays and surplus withdrawals by TELUS from the TCPP
and TEPP, respectively. On February 19, 2002, TELUS filed statements of defence
to both actions and also filed notices of motion for summary judgment
dismissing the claims in each action on the basis that they do not disclose
either a cause of action or a serious issue to be tried, or in the alternative,
seeking an order striking out the actions as a representative or a class
action. On May 17, 2002, the statements of claim were amended by the plaintiffs
to include allegations, inter alia, that benefits provided under the TCPP and
TEPP are less advantageous than the benefits provided under the respective
former pension plans, contrary to applicable legislation, that the individual
defendants permitted the corporate defendants to make insufficient
contributions to the plans, and that administration fees and expenses were
improperly deducted. TELUS filed statements of defence to the amended
statements of claim on June 3, 2002. The notices of motion have been adjourned
pending various interlocutory matters. TELUS believes it has good defences to
the actions.
On March 26, 2003, TELUS commenced a legal action in the Supreme Court of
British Columbia against the TWU, its president and research director, claiming
that the defendants have persistently defamed and conspired to injure TELUS in
an ongoing public campaign. The defendants have filed an appearance signifying
their intention to defend this action.
FOREIGN OWNERSHIP RESTRICTIONS
Each of TCI, TELUS Communications (Quebec) and TELUS Enterprise Solutions
(Quebec) Inc. (the "Canadian Carriers") is required by the Telecommunications
Act (Canada) (the "Telecommunications Act") and the regulations thereunder to
be a Canadian-owned and controlled corporation incorporated or continued under
the laws of Canada or a province of Canada. Similar rules apply to TELUS
Mobility as a partnership under the Radiocommunication Act (Canada) (the
"Radiocommunication Act"). Each of the Canadian Carriers is considered, under
the Telecommunications Act, to be Canadian-owned and controlled as long as: (a)
not less than 80 per cent of the members of its board of directors are
individual Canadians; (b) Canadians beneficially own not less than 80 per cent
of its issued and outstanding voting shares; and (c) it is not otherwise
controlled in fact by persons who are not Canadians. TELUS intends that each
will remain controlled by TELUS and that it will ensure that each remains
"Canadian" for the purposes of these ownership requirements.
Also, the Telecommunications Act provides that, in order for a company which
holds shares in a carrier to be considered Canadian, not less than 66-2/3 per
cent of the issued and outstanding voting shares of that company must be owned
by Canadians and that company must not otherwise be controlled in fact by
non-Canadians. Accordingly, not less than 66-2/3 per cent of the issued and
outstanding voting shares of TELUS must be owned by Canadians and TELUS must
not otherwise be controlled in fact by non-Canadians. To the best of TELUS'
knowledge, Canadians beneficially own and control in the aggregate not less
than 66-2/3 per cent of the issued and outstanding common shares and TELUS is
not otherwise controlled in fact by non-Canadians.
The regulations under the Telecommunications Act provide Canadian carriers and
carrier holding companies, such as TELUS, with the time and ability to rectify
ineligibility resulting from insufficient Canadian ownership of voting shares.
Under these regulations, such companies may restrict the issue, transfer and
ownership of shares, if necessary, to ensure that they and their subsidiaries
remain qualified under such legislation. For such purposes, in particular but
without limitation, a company may, in accordance with the provision contained
in such regulations:
(i) refuse to accept any subscription for any voting shares;
(ii) refuse to allow any transfer of voting shares to be recorded in its
share register;
(iii) suspend the rights of a holder of voting shares to vote at a meeting of
its shareholders; and
(iv) sell, repurchase or redeem any voting shares.
To ensure that TELUS remains Canadian and that any subsidiary of TELUS is and
continues to be eligible to operate as a telecommunications common carrier
under the Telecommunications Act, to be issued radio authorizations or radio
licences as a radiocommunications carrier under the Radiocommunication Act, or
to act as a Broadcast Distribution Undertaking under the Broadcasting Act,
provisions substantially similar to the foregoing have been incorporated into
TELUS' Articles permitting the directors to make determinations to effect any
of the foregoing actions.
As part of Industry Canada's Innovation Strategy, in November 2002, Industry
Minister Allan Rock announced a review of the foreign investment restrictions
in the Canadian telecommunications industry through the House of Commons
Standing Committee on Industry, Science and Technology. TELUS has made
representations to the Committeein support for eliminating or relaxing the
Canadian foreign ownership limits, subject to the following:
* Foreign ownership limits must be symmetrical for all Canadian telecom
companies; and,
* Foreign ownership rules for both telecommunications and broadcasting
distribution must be in complete harmony.
The Standing Committee is expected to issue its report to the Government of
Canada for consideration by June 2003. The final position that will be adopted
by the Government of Canada on this major policy issue may not be made public
prior to the upcoming round of World Trade Organization multilateral trade
negotiations scheduled to take place in September 2003.
REGULATION
General
The provision of telecommunications service in Canada is regulated by the
Canadian Radio-television and Telecommunications Commission (the "CRTC")
pursuant to the Telecommunications Act. In addition, the provision of cellular
and other wireless services using radio spectrum is subject to regulation and
licencing by Industry Canada pursuant to the Radiocommunication Act.
The Telecommunications Act gives the CRTC the power to forbear from regulating
certain services or classes of services if it finds that the service or class
of service is subject to a degree of competition which is sufficient to protect
the interests of users. In December 1996, the CRTC confirmed an earlier
decision to forbear from regulating the rates for cellular, ESMR digital and
PCS digital services. These services continue to be subject to CRTC regulation
for certain matters, including network access and interconnection issues. Other
wireless services, such as paging, are subject to unconditional forbearance
from CRTC regulation. Although the CRTC has also forborne from regulation of a
number of wireline services, such as long distance services and certain data
services, wireline services are in general subject to a much greater degree of
regulation than wireless services.
Regulation of local services
In 1997, the CRTC issued Decision 97-8. This decision, together with several
later decisions and orders, effectively opened Canada's local switched services
voice market to full competition, ending the historic monopoly of the ILECs in
their respective territories. Additionally, in Decision 97-9 the CRTC adopted a
four-year price cap regulatory regime for a number of local services provided
by the ILECs, which placed price caps on the amount by which rates for these
services could be increased but which also allowed the ILECs to respond more
quickly and flexibly to competitive conditions in their local markets than
under the previous regulatory system.
TELUS is subject to regulation as an ILEC in Alberta and B.C., and TELUS
Communications (Quebec) is subject to regulation as an ILEC in its incumbent
serving territory in Quebec. On July 31, 2002, the CRTC issued Decision 2002-43
adopting a price cap regulatory regime for TELUS Communications (Quebec)
similar to the manner adopted on May 31, 2002 for the larger ILECs. Local
competition in the operating territory of TELUS Communications (Quebec) was
allowed in September 2002 following Telecom Order CRTC 2001-761.
In other areas of Canada, TELUS operates as a CLEC. TELUS has received
regulatory approval to operate as a CLEC in Brampton, Cooksville, Guelph,
Hamilton, Kanata, Kingston, Kitchener, London, Malton-Mississauga, Oshawa,
Ottawa-Hull, St. Catherines, Toronto, Unionville, and Windsor and in other
cities in the province of Quebec such as Boucherville, Chicoutimi, Chomeday,
Drummondville, Lac Megantic, Longueuil, Montreal, Pont Viau, Quebec City,
Riviere-du-Loup, Sherbrooke, and Trois-Rivieres.
Price cap regulation
Price cap regulation applies to a basket of local services provided by ILECs.
On May 30, 2002, the CRTC issued Decision 2002-34 and established a second
four-year price cap period. The CRTC modified the price cap basket structure
and established multiple baskets for price capped services. In the initial
four-year price cap period, there was one overall price cap basket and three
sub-baskets. The new price cap basket structure has separate baskets for
residential services in non high-cost service areas, residential services in
high-cost service areas, business services, other capped services, competitor
services, and services with frozen rates and payphones. Each of these baskets
is subject to pricing constraints.
Annual price changes in residential services in the non high-cost service areas
("non-HCSAs") basket will be limited to the rate of inflation less a
productivity off-set of 3.5 per cent when inflation is greater than 3.5 per
cent. When inflation is less than 3.5 per cent, an amount equal to the revenue
reduction required by the pricing constraint will be placed in a deferral
account. The Company may recognize the deferred amounts upon undertaking
qualifying actions, such as service improvement programs ("SIPs"), rate
reductions including those provided to competitors and/or rebates to customers.
Overall, rates in the non-HCSA basket cannot be increased when inflation is
less than 3.5 per cent and annual rate increases for individual rate elements
are limited to 5 per cent. When inflation is greater than 3.5 per cent, overall
rate increases are limited to inflation minus 3.5 per cent.
Similarly, the overall rate increase for the basket of residential services in
high-cost service areas is limited to inflation minus 3.5 per cent when
inflation is greater than 3.5 per cent. However, when inflation is less than
3.5 per cent, no overall rate reduction is required for this basket.
The business service basket has an overall pricing constraint equal to
inflation, and rate increases for individual rate elements in this basket are
limited to 10 per cent per year. The other capped services basket (including
Megaroute and Digital Network Access) is subject to an overall pricing
constraint of inflation minus 3.5 per cent. The rates for services in the
competitor services basket will be reduced annually by inflation minus 3.5 per
cent, except services whose rates explicitly include productivity gains. The
rates for most competitor services were reduced by the CRTC in the price cap
decision to reflect a reduction in the mark-up from 25 per cent to 15 per cent
on incremental costs used to set rates. The services with frozen rates basket
freezes rates over the price cap period with respect to certain services
including toll restriction and message relay service. The rates for payphone
services will remain at current levels until the CRTC reviews payphone service
policy issues.
TELUS Communications (Quebec) became subject to price cap regulation in 2002,
after previously being regulated on a rate of return basis. In Decision
2002-43, issued on July 31, 2002, the CRTC established a regulatory framework
for TELUS Communications (Quebec) that is directly comparable to the price cap
regime set out in Decision 2002-34 for the large ILECs.
Local competition framework
The regulatory framework for local services competition has a number of
components, the more important of which are summarized below.
Unbundling of Essential Facilities. On May 1, 1997, the CRTC determined in
Decision 97-8 that all local exchange carriers (both incumbent and competitive)
must be interconnected with one another's facilities in order to create a
network of fully interoperable networks. In order to facilitate these
objectives, ILECs must make certain "essential facilities" available to CLECs,
at incremental cost plus an appropriate mark-up. Essential facilities are
facilities which are monopoly controlled, required by competitors as an input
to provide services and which cannot be economically or technically duplicated
by competitors. The CRTC determined that essential facilities should include
central office codes, subscriber listings and certain local loops in high-cost
service areas. Initially, for a five-year period, the ILECs must provide
certain non-essential facilities, which the CRTC deemed to be near essential,
such as local loop facilities in low cost areas and transiting arrangements, at
prices determined as if they were essential facilities (that is, incremental
cost plus an appropriate mark-up). In Order CRTC 2001-184, the CRTC extended
the period of time during which near-essential facilities in low-cost areas
must be made available to competitors at mandated rates. This obligation on the
part of the ILECs will continue until such time as the market for near
essential loops and transiting arrangements is competitive.
Traffic termination arrangements. A "bill and keep" mechanism applies to
traffic that is interchanged between local service carriers and terminated
within the same exchange. Under this mechanism, all local services carriers
terminate each other's traffic but do not specifically compensate each other
for the traffic termination functions that they perform. Where the exchange of
traffic between local exchange carriers is not balanced, a local carrier is
compensated for terminating traffic in accordance with a mutual per-minute
traffic termination scheme based on CRTC-approved cost based tariffs.
Mandated resale. With the exception of subscriber listings, the ILECs are
required to make all of their residential local services available for resale.
In contrast to regulatory decisions in the U.S., the CRTC did not mandate the
provision of these services to resellers at discounted or wholesale rates,
deciding, among other things, that the rates for residential local services are
already priced below cost.
Regulation of CLECs. CLECs own or operate local transmission facilities, which
means that they must be a "Canadian carrier" as defined in the
Telecommunications Act. Canadian carriers are subject to foreign ownership
restrictions. CLECs are required to file intercarrier agreements and tariffs
for services provided to other local carriers but not for services that they
provide to end-users. They are also subject to certain obligations, including
the provision of 9-1-1 and message relay services, the protection of customer
privacy, and the provision of information to their customers and the CRTC
regarding their billing and payment policies.
Contribution and portable subsidies. The CRTC previously determined that
contribution payments from interconnected interexchange service providers
(including voice, data and wireless service providers) would be used to
subsidize the costs of below-cost residential telephone services through
portable subsidies available to all eligible local exchange carriers that
provide residential telephone services in high-cost service areas. The
calculation of this portable subsidy was based on ILEC costs and revenues, and
was paid from a central fund to all eligible local exchange carriers. Although
the contribution regime and the portable subsidy mechanism were to remain
unchanged until the end of 2001, Decision 2000-745 made several significant
changes. Effective January 1, 2001, the CRTC changed the method used to collect
contribution payments from a per minute charge on long distance services to a
percentage of revenue charge on all telecommunications service providers,
including wireline, wireless, data and other services. Internet, paging and
terminal equipment revenues are exempt from the revenue charge. The 2001
contribution requirement was based on the estimated contribution revenues that
would have been collected under the per-minute mechanism and the 2001
revenue-percentage charge was 4.5 per cent. The CRTC also changed the way in
which contribution was pooled for subsequent distribution from separate
corporation-specific contribution pools to one national contribution pool. This
change resulted in a net positive revenue impact for TELUS in 2001.
In 2002, the per cent of revenue collection method and the national pooling of
contribution payments continued but the method of calculating the amount of
contribution that was received by companies providing residential basic service
in high-cost service areas changed. In 2002, the contribution requirement was
the difference between the incremental costs to provide residential telephone
services in high-cost service areas (which include a 15 per cent mark-up
towards the recovery of fixed common costs) less the revenues and an implicit
subsidy of $60 per year per customer from optional local services. In Decision
2001-238, the CRTC reduced the amount of contribution to be collected by
excluding certain costs that can be recovered through the contribution regime.
As a result, the amount of contribution to be collected has been significantly
reduced and the percentage of revenue charge applied to all telecommunications
service providers was reduced to 1.4 per cent on an interim basis for 2002. The
result was an estimated year-over-year reduction in EBITDA of $205 million for
TELUS in 2002. In December 2002, the CRTC finalized the revenue percentage
charge for 2002 at 1.3 per cent and will retain the charge at 1.3 per cent on
an interim basis for 2003. TELUS applied to the CRTC to review and vary
Decision 2000-745 and Decision 2001-238 to reinstate a 25 per cent mark-up and
to recognize TELUS' actual incremental costs in the calculation of the
contribution requirement. In Decision 2002-67, the CRTC denied TELUS' review
and vary application. TELUS subsequently filed a petition with the federal
Cabinet, on January 22, 2003, requesting that it order the CRTC to determine
rates for regulated services and the Company's subsidy requirement based on
actual corporation-specific costs. The Cabinet can take up to October 2003 to
respond to this petition. (see "Management's Discussion and Analysis -
Regulatory changes in 2002 - Contribution decisions").
Local business contribution. Previously, the CRTC excluded local business
exchange services as a source of subsidy for residential local services. The
CRTC concluded that the exclusion of this subsidy source would lead to more
immediate benefits from competition in the local services market since there
would be more room for price competition in business local services. Since
January 1, 2001, the revenue-percentage charge has been applied to local
business exchange services to contribute towards the subsidy requirement of
local residential service in high-cost service areas.
Co-location. Co-location is an arrangement which allows ILEC customers and
competitors to place their transmission facilities in the ILECs' central
offices, thereby allowing competitors to configure their networks in a more
efficient manner. In Decision 97-15, the CRTC ruled that, subject to space
availability, both physical and virtual co-location must be provided to
"Canadian carriers" pursuant to a tariffed service or an interconnection
agreement. This decision has been subsequently extended to registered ADSL
providers.
Telecommunications access to public rights-of-way. On January 25, 2001, the
CRTC issued Order CRTC 2001-23, which ruled on a dispute over Ledcor Industries
Limited's access to rights-of-way in the city of Vancouver. In this order, the
CRTC confirmed its jurisdiction over telecommunications access to public
rights-of-way; determined that municipalities cannot charge carriers rent for
access to, or occupancy of, rights-of-way; indicated that carriers are
responsible for the out-of-pocket expenses associated with gaining access to
rights-of-way; and decided that it is not appropriate for municipalities to
impose upon carriers a requirement to construct additional capacity beyond
their needs. The principles established in this proceeding will generally be
applicable to other municipalities. However, the Federation of Canadian
Municipalities appealed the CRTC's order to the Federal Court of Appeal. In its
decision, the Federal Court of Appeal upheld the CRTC's order and affirmed the
CRTC's jurisdiction to regulate on matters respecting access to public
rights-of-way by telecommunications companies and cable-TV undertakings. On
February 28 and March 3, 2003, a number of municipalities filed an application
for leave to appeal the Federal Court of Appeal's decision to the Supreme Court
of Canada.
Building access. TELUS is participating in a CRTC proceeding to establish terms
of access to tenants in multi-unit dwellings such as apartment buildings and
office complexes. Building owners are currently demanding substantial fees for
such access. An interim decision was issued by the CRTC in September 2001
whereby local exchange carriers, such as TELUS, would "own" in-building wires
in existing buildings. As for new buildings, the building-proprietors would
"own" the in-building wires. A further decision on this matter is expected in
2003.
Regulation of long distance services
In 1992, the CRTC issued Decision 92-12. This decision removed most of the
restrictions on resale in the Canadian public long distance voice market and
established the terms and conditions for entry by service providers which own
and operate their own transmission facilities. This decision also established
the rules which mandate the provision of equal ease of access to services of
long distance carriers, the protection of competitor confidential information,
the methods for interconnection by long distance carriers and resellers to the
local telephone networks of local exchange carriers and the requirement for the
payment of a contribution by long distance carriers and resellers to local
exchange carriers which is used to subsidize the costs of providing below-cost
local telephone services. In Decision 93-17, the CRTC extended the terms and
conditions for long distance competition established in Decision 92-12 to the
Alberta market.
In Decision 97-19, issued in December 1997, the CRTC concluded that the long
distance and toll-free markets were sufficiently competitive to protect the
interests of customers, and that it would be appropriate to forbear from
regulation of these services. As a result, TELUS is no longer required to file
and obtain CRTC approval of tariffs specifying rates for such services.
However, TELUS is required to provide the CRTC, and to make publicly available,
rate schedules setting out the rates for North American basic long distance
service, and to update them within 14 days of any change in such rates. In
addition, the CRTC has placed a cap on these schedules so that the weighted
average rate for each schedule will not be allowed to increase. These
conditions were reviewed and retained by the CRTC as part of the review of the
price cap regulation regime that applies to TELUS.
Regulation of wireless services
The use of radio spectrum is subject to regulation and licensing by Industry
Canada pursuant to the Radiocommunication Act, which is administered by
Industry Canada. All of TELUS Mobility's wireless communications services
depend on the use of radio frequencies.
The Minister of Industry has the authority to suspend or revoke radio spectrum
licences if the licence holder has contravened the Radiocommunication Act,
regulations or terms and conditions of its licence and after giving the holder
of the licence a reasonable opportunity to make representations. Licence
revocation is rare; licences are usually renewed upon expiration. (see
"Management's Discussion and Analysis - Risks and Uncertainties - Regulatory -
"Radiocommunications License Regulated by Industry Canada" and "Foreign
ownership restrictions")
Radiocommunications spectrum licences
TELUS holds radiocommunication spectrum licences and authorizations for a
variety of wireless services and applications, both mobile and fixed. TELUS
Mobility holds significant 1.9 GHz PCS spectrum throughout Canada, is the
leading holder of 800 MHz SMR/ESMR spectrum in all of the major Canadian
markets, and holds 25 MHz of cellular 800 MHz spectrum in Alberta, B.C. and
Eastern Quebec. In addition, TELUS Mobility holds various radio spectrum
licences for paging services, analogue two-way radio services, and legacy
mobile-telephone and other miscellaneous wireless services.
PCS/cellular. Including the acquisition of TELUS Quebec, but before the 2001
PCS spectrum auction and the acquisition of Clearnet Communications, TELUS
Mobility held authorizations for 10 MHz of 1.9 GHz PCS spectrum and 25 MHz of
cellular spectrum in Alberta, B.C. and Eastern Quebec. With the acquisition of
Clearnet, TELUS acquired an additional 30 MHz national PCS licence, but was
required to return 20 MHz of PCS spectrum in Alberta, B.C. and the TELUS Quebec
territory to Industry Canada to comply with Industry Canada's spectrum cap
limitation. In the PCS spectrum auction held in early 2001, TELUS Mobility
obtained, on a provisional basis, 10 MHz of additional PCS spectrum in the
Industry Canada defined tier 2 license areas of Nova Scotia and Prince Edward
Island, Southern Quebec, Eastern Ontario, Southern Ontario and Manitoba.
Industry Canada is reviewing TELUS Mobility's eligibility in connection with
the post-auction process. (see "Management's Discussion and Analysis - Risks
and Uncertainties - Regulatory - Foreign ownership restrictions")
SMR/ESMR. TELUS Mobility offers its unique digital Mike ESMR service in all
major Canadian markets using 800 MHz SMR/ESMR spectrum. TELUS Mobility holds
varying amounts of SMR/ESMR spectrum in different areas of Canada, but has in
excess of 10 MHz of ESMR spectrum available to it in each of the major Canadian
market areas.
Other. TELUS Mobility provides one-way messaging service (alpha-numeric and
numeric paging) regionally and nationally with spectrum in the 150 and 931 MHz
range in Alberta, B.C., the TELUS Quebec region of the province of Quebec and
via roaming arrangements. TELUS Mobility currently operates a variety of other
two-way radio services, including the Tango service in Alberta in the 400 MHz
band. TELUS also operates the Autotel mobile telephone service in B.C. in the
150 MHz band and a number of microwave transmission links.
Licence terms and renewals. Currently, spectrum licences in Canada for PCS and
cellular spectrum are renewed every five years. TELUS Mobility's PCS and
cellular spectrum licenses were renewed effective April 2001. (see
"Management's Discussion and Analysis - Risk and Uncertainties - Regulatory -
Radiocommunications license regulated by Industry Canada" and "Foreign
Ownership Restrictions") The spectrum licences for the auctioned 24/38 GHz and
PCS spectrum, once issued, will have a ten year term from the date of issuance
with a high expectation of renewal. Most other radiocommunications spectrum
licences are renewed annually with a high expectation of renewal. (see
"Management's Discussion and Analysis - Risks and Uncertainties - Regulatory -
Radiocommunication licences regulated by Industry Canada").
Bundled services
In March 1998, the CRTC issued Decision 98-4, in which it removed restrictions
on the joint marketing of wireless and wireline services and, subject to
certain regulatory requirements, permitted telephone companies to offer bundled
wireless and wireline services.
COMPETITION
TELUS expects continued strong competition within its wireline voice, data and
IP, and wireless businesses within both its ILEC and non-ILEC territories. The
following is a summary of TELUS' competitive position in each of its principal
markets and geographic areas:
TELUS Communications - wireline business segment
Local
The rules for competition in the local services market in Canada, including all
areas of Alberta and B.C., except the City of Edmonton, were established in May
1997 by the CRTC in Decision 97-8, with an effective date of January 1, 1998.
The rules for local competition in the City of Edmonton became effective July
1, 1998. On May 30, 2002, the CRTC released Decision 2002-34, effective for
four years beginning June 1, 2002. This Decision outlines the regulation of
ILECs with respect to pricing rules for tariffed retail services and services
purchased from the ILECs by competitors.
TELUS Communications has maintained an estimated 97 per cent share of the
Alberta and B.C. geographic segments, as of December 31, 2002 (98 per cent as
of December 31, 2001). TELUS Communications (Quebec) faced no competition for
local services in its ILEC territory and continues to hold a 100 per cent share
of this market within its ILEC territory as of December 31, 2002. However,
competition is intense in those local geographic and product markets where
competitors have entered. Market share losses in local business services are
between 10 per cent and 20 per cent in major urban areas.
A number of companies operate as CLECs within TELUS' ILEC territories,
competing primarily for business customers. These competitors offer local
service through a combination of their own facilities and unbundled network
elements provided by TELUS. In addition, resellers of primary local exchange
services have been in operation in Alberta and B.C. for several years.
In its non-ILEC territories, TELUS' major competitors on local access are the
incumbent carriers. In most cases these competitors are subsidiaries or
affiliates of BCE Inc. In its ILEC territories, TELUS' primary local access
competitors include AT&T Canada and Bell West, as well as a number of other
smaller carriers. Certain of these competitors have built extensive local fibre
optic networks in TELUS' traditional service territories. These competitors are
increasingly integrating or bundling services in order to provide both
discounted and more extensive service offerings to customers.
Over the past two years, a number of smaller competitors have ceased
operations, as a result of being unable to secure sufficient funding for their
business plans. Other distressed competitors, however, have been financially
restructured and now operate with much stronger balance sheets.
The introduction of wireless PCS, together with new local competition rules, as
a result of Decision 97-8, may result in the emergence of wireless access
services being a cost-effective alternative to wireline in providing local
services. Advances in technology may allow non-traditional competitors like
cable TV and software companies to enter the local voice market using VoIP.
Long distance
Subsidiaries of TELUS have experienced long distance competition since 1993. In
Alberta and B.C., TELUS Communications had an estimated 78 per cent combined of
the long distance market in those geographic segments, based on revenue, as of
December 31, 2002 (79 per cent as of December 31, 2001). TELUS Communications
(Quebec) had an 83 per cent share of the long distance market in its
in-franchise territory as of December 31, 2002 (85 per cent as of December 31,
2001).
Significant competitors in long distance services include Sprint Canada, AT&T
Canada, Primus Telecommunications Canada and Bell West. In addition, there are
a number of smaller competitors. Competitors have attempted to gain market
share through various methods, including acquisitions, business alliances,
construction of alternative network facilities, price reductions and
repackaging of service offerings.
VoIP technology is becoming more advanced each year and may enable
non-traditional competitors, such as cable TV and software companies, to become
viable competitors in long distance voice services. At this time these
competitors have negligible market share.
Competitors, other than the ILECs, are not required to file tariffs for review
and approval by the CRTC. As such, they continue to have a regulated
competitive advantage over ILECs, which must file rates with the CRTC when
bundling forborne services (toll services) with tariffed services.
On October 1, 1998, the CRTC established a framework for competition in the
international services market to coincide with the Government of Canada's
decision to terminate the monopoly of Teleglobe Inc. over telecommunications
facilities linking Canada to overseas destinations. The decision removed
routing restrictions through the U.S. making it possible for Canadian companies
to route Canada-Canada and Canada-overseas wireline and data transmissions
through the U.S. As a result of this decision, TELUS has benefited by entering
into new business arrangements for international services through a number of
service providers, including subsidiaries of Verizon.
Data and Internet
TELUS Communications is also an Internet service provider in Alberta, B.C., and
in parts of Ontario and Quebec. TELUS Communications had approximately 800,000
Internet consumer and business subscribers, as of December 31, 2002 (670,000 as
of December 31, 2001), including 410,000 ADSL subscribers (215,000 on December
31, 2001).
In the residential sector, and to a lesser extent, the business sector, cable
TV companies are also providing high-speed Internet access and represent
significant competition to the ILECs. The cable TV companies, primarily Shaw
Communications Inc., who compete with TELUS in the provisioning of high-speed
Internet services to consumers, had approximately 65 per cent market share of
this market, as at December 31, 2002 (down from 75 per cent a year earlier).
TELUS Communications also provides a range of Internet and data services to
consumers and businesses throughout Alberta, B.C., and parts of Ontario and
Quebec. In 2002, the incumbent telecommunications company, Bell Canada, in
Ontario and Quebec, together with the incumbent telecommunications company in
Manitoba, Manitoba Telecom Services Inc., restructured to form a company that
will be focused on the provision of a full range of telecommunications services
to business customers in Alberta and B.C.
TELUS Mobility - wireless business segment
Wireless services
In the wireless service industry, there are three major competitors to TELUS:
Rogers AT&T Wireless, Bell Mobility and Microcell Telecommunications. TELUS
Mobility's national wireless network runs on 1X, the latest evolution of North
America's highest speed wireless digital technology standard, CDMA. 1X is a
highly efficient packet data network that allows always-on Internet access at
speeds equal to or better than wireline dial-up Internet access technology.
TELUS has entered into the Roaming and Resale Agreements allowing access to
each other's 1X network outside of the urban centers. Rogers AT&T Wireless also
has a national digital network but uses a different technology standard. The
third and smallest competitor, Microcell Telecommunications, has recently
received court approval of a recapitalization plan that will see it emerge from
bankruptcy protection with significantly reduced debt.
TELUS Mobility also competes with numerous national, regional and local-paging
companies for paging customers in Alberta, B.C., and Eastern Quebec. TELUS
Mobility also offers a number of wireless Internet offerings using the networks
noted above as well as wireless LAN services such as WiFi (802.11) in so-called
"hotspots" and other areas utilizing unlicensed spectrum. In offering wireless
Internet and LAN access service, it competes, to a limited extent, with
business Internet access providers. It also competes with major equipment
manufacturers for private radio engineered systems.
Other emerging competitive services
Over the longer term there are a number of factors that will increase
competition in the communications industry. Competition is escalating as a
result of the continuing convergence of cable TV, satellite, computer, wireline
and wireless technologies. The Internet is expected to facilitate the entry of
additional non-network based competitors in all sectors. Competition is also
escalating as TELUS continues its growth into emerging markets such as Web
hosting and IP based application services.
On June 13, 2002, TCI applied to the CRTC for two broadcasting distribution
undertaking licenses to provide cable television service to a number of
communities in Alberta and British Columbia. These applications would allow
TELUS to provide television programming to its subscribers using the Company's
ADSL network, and would allow the company to provide a complete package of
voice, data, Internet access and cable television services in these communities
in competition with Shaw Communications, StarChoice Communications, and Bell
ExpressVu. TELUS anticipates a decision on its applications by the end of 2003.
TCI has also filed a programming licence application with the CRTC to provide
Video-on-Demand service. This service would be provided as part of the
Company's anticipated cable television services and would also be offered over
the Company's ADSL facilities.
SELECTED FINANCIAL INFORMATION
The following selected three-year consolidated financial information has been
derived from and should be read in conjunction with the audited financial
statements of TELUS for the year ended December 31, 2002, which are included in
the TELUS 2002 Annual Report, and its annual audited consolidated financial
statements for previous years. Information for 2000 and 2001 includes TELUS
Quebec and Clearnet from their dates of acquisition.
Three year data 2002 2001 2000
(millions of dollars except per share amounts)
---------------------------------------------------------------------------------------------------------------------------------
Operating revenues 7,006.7 7,080.5 5,998.4
Operations expense 4,488.1 4,550.9 3,684.1
Interest and other 644.9 607.5 282.0
Restructuring costs 569.9 198.4 -
Income taxes (42.5) 93.4 431.9
--------- --------- ---------
Income (loss) from continuing operations (227.1) (138.8) 386.3
Discontinued operations (1.9) 592.3 74.7
--------- --------- ---------
Net income (229.0) 453.5 461.0
Common share (1) income (loss) (239.3) 443.0 456.0
Earnings (loss) per common share (1) - basic
Continuing operations $(0.75) $(0.51) $1.55
Discontinued operations - $2.02 $0.30
--------- --------- ---------
Net income $(0.75) $1.51 $1.85
Earnings (loss) per common share(1) - diluted
Continuing operations $(0.75) $(0.51) $1.54
Discontinued operations - $2.02 $0.30
--------- --------- ---------
Net income $(0.75) $1.51 $1.84
Cash dividends declared per common share (1) $0.60 $1.20 $1.40
Total assets 18,219.8 19,265.6 18,046.5
Short-term debt obligations 190.3 229.9 5,033.3
Long-term debt 8,197.4 8,651.4 3,047.3
Pension, post-retirement and other long-term liabilities 193.9 188.7 186.4
--------- --------- ---------
Total long-term financial liabilities 8,391.3 8,840.1 3,233.7
Future income taxes 992.3 1,326.6 1,462.7
Non-controlling interest 11.2 8.0 74.3
Common equity 6,214.4 6,767.6 6,199.1
Convertible debentures 1 48.5 147.4 146.3
Preference and preferred share capital 69.7 69.7 69.7
---------------------------------------------------------------------------------------------------------------------------------
(1) common shares include non-voting shares.
MANAGEMENT'S DISCUSSION AND ANALYSIS
See Appendix A attached.
DIVIDENDS DECLARED
The dividends per common share and non-voting share declared with respect to
each quarter by TELUS, during the three-year period ended December 31, 2002,
are shown below.
Quarter ended (1) 2002 2001 2000
---------------------------------------------------------------------------------------------------------------------------------
March 31 $0.15 $0.35 $0.35
June 30 $0.15 $0.35 0.35
September 30 $0.15 $0.35 0.35
December 31 $0.15 $0.15 0.35
---------------------------------------------------------------------------------------------------------------------------------
(1) Paid on the first business day of the next month.
In October 2001, TELUS reduced the quarterly dividend on its common shares and
non-voting shares from 35 cents to 15 cents, effective January 1, 2002, to
align the dividend level with its growth strategy. (see "Management's
Discussion and Analysis - Risks and Uncertainties - Dividends")
DIRECTORS AND OFFICERS
Directors
The names, municipalities of residence, principal occupations of the directors
of TELUS and the date the person became a director of TELUS are as set out
below. Currently, there are 13 directors on the TELUS Board. Lawrence A.
Pentland has decided not to stand for re-election to the TELUS Board at the
Company's annual and special general meeting in April 2003. G.N. (Mel) Cooper
has reached the retirement age for the Board and also will not be standing for
re-election.
Directors of TELUS
Name and municipality of residence Director since (1) Principal occupation
---------------------------------------------------------------------------------------------------------------------------------
R. John Butler (4) (5-Chair)
Edmonton, Alberta 1995 Counsel, Bryan & Company
(law firm)
Brian A. Canfield (5) (6)
Point Roberts, Washington 1993 Chairman,
TELUS Corporation
Peter D. Charbonneau (2)
Ottawa, Ontario 2001 Partner, Skypoint Capital Co.
(venture capital)
G.N. (Mel) Cooper (4) (5)
Victoria, B.C. 1993 Chairman and Chief Executive Officer, Seacoast
Communications Group Inc. (broadcasting company)
Darren Entwistle
Vancouver, B.C. 2000 President and Chief Executive Officer,
TELUS Corporation
Alfred C. Giammarino (2) (6)
Wilton, Connecticut 2002 Senior Vice-President and Chief Financial Officer, Verizon
International and Verizon Information Services (subsidiaries
of Verizon Communications Inc., a holding company of
consolidated group of telecommunications companies)
Iain J. Harris (2-Chair)
Vancouver, B.C. 1997 Chairman and Chief Executive Officer, Summit Holdings Ltd.
(investment and holding company)
John S. Lacey (3-Chair) (4)
Toronto, Ontario 2000 Chairman, The Alderwoods Group
(funeral home operator)
Brian F. MacNeill (3) (4)
Calgary, Alberta 2001 Chairman, Petro Canada
(oil and gas company)
Daniel C. Petri (3) (6)
Bedford, New York 2002 Group President, International,
Verizon Communications Inc.
(a holding company of consolidated group of
telecommunications companies)
Lawrence A. Pentland (3)
Toronto, Ontario 2001 Vice President and General Manager, Americas International,
Dell Computer Corporation
(computer systems company)
Ronald P. Triffo (4) (5)
Edmonton, Alberta 1995 Chairman, Stantec Inc.
(engineering company)
Donald Woodley (3) (5)
Orangeville, Ontario 1998 President,
The Fifth Line Enterprise
(strategic advisory services to IT industry)
---------------------------------------------------------------------------------------------------------------------------------
(1) TELUS or its predecessors
(2) Member of Audit Committee
(3) Member of Human Resources and Compensation Committee
(4) Member of Corporate Governance Committee
(5) Member of Pension Committee
(6) Verizon nominee designated pursuant to the Long-Term Relationship Agreement dated January 31, 1999
among the Company and Verizon's subsidiaries, GTE Corporation and Anglo-Canadian Telephone Company
All of the directors of TELUS have held the principal occupations set forth
above or executive positions with the same companies or firms referred to, or
with affiliates or predecessors thereof, for the past five years except as
follows: Peter D. Charbonneau was Executive Vice President of March Networks
Corporation from June 2000 to January 2001, Vice Chairman of Newbridge Networks
Corporation from June 1998 to May 2000 and President and Chief Operating
Officer of Newbridge Networks Corporation prior to May 1998; Darren Entwistle
was President, Global Services of Cable & Wireless, UK & Ireland from May 2000
to July 2000, Chief Commercial Officer of Cable & Wireless, UK & Europe, from
August 1999 to April 2000, Managing Director, Business of Cable & Wireless,
Communications plc. from May 1997 to August 1999, Merger Director, Cable &
Wireless plc. prior to May 1997; John S. Lacey was President and Chief
Executive Officer of the Oshawa Group Ltd. from August 1998 to December 1998
and President and Chief Executive Officer of Western International
Communications prior to July 1998; Brian F. MacNeill was President and Chief
Executive Officer of Enbridge Inc. prior to January 2001; Lawrence A. Pentland
was President of Dell Canada, Dell Computer Corporation from February 1999 to
February 2001, Vice President, Business Development, Public & Americas
International of Dell Computer Corporation from September 1998 to February 1999
and Executive Vice President of Cott Corporation prior to April 1998; and
Donald P. Woodley was President of Oracle Corporation Canada Inc. from February
1997 to September 1999.
Officers
The name, municipality of residence and present and principal occupations of
each of the officers of TELUS, as of March 31, 2003, are as follows:
Officers of TELUS
Name and municipality of residence Position held with TELUS
---------------------------------------------------------------------------------------------------------------------------------
Brian A. Canfield
Point Roberts, Washington Chairman,
TELUS Corporation
Darren Entwistle
Vancouver, B.C. President and Chief Executive Officer,
TELUS Corporation
Christopher B. Carty
Vancouver, B.C. Executive Vice President, Corporate Strategy &
Chief Marketing Officer
George A. Cope
Toronto, Ontario Executive Vice President and
President and Chief Executive Officer,
TELUS Mobility
Daniel H. Delaloye
Edmonton, Alberta Executive Vice President and President,
Consumer Solutions
Joseph R. Grech
Vancouver, B.C. Executive Vice President and President,
Partner Solutions
John M. Maduri
Calgary, Alberta Executive Vice President and President,
Business Solutions
Hugues St-Pierre
Rimouski, Quebec Executive Vice President and
President and Chief Executive Officer,
TELUS Quebec
Barry A. Baptie
Surrey, B.C. Executive Vice President,
Technology & Operations
Robert Cruickshank
Vancouver, B.C. Executive Vice President,
Business Transformation
Mark W. Schnarr
Port Coquitlam, B.C. Executive Vice President,
TELUS Ventures
Robert S. Gardner
Vancouver, B.C. Vice President and Treasurer
Robert G. McFarlane
Vancouver, B.C. Executive Vice President and Chief Financial Officer
James W. Peters
Burnaby, B.C. Executive Vice President,
Corporate Affairs and Chief General Counsel and Corporate Secretary
Judy A. Shuttleworth
Surrey, B.C. Executive Vice President,
Human Resources
---------------------------------------------------------------------------------------------------------------------------------
All of the officers above have been engaged for the past five years in the
specified present principal occupations or in other executive capacities with
TELUS, their subsidiaries, affiliates or predecessors thereof, except as
described above and as follows: Christopher B. Carty held various positions
with AT&T, the last of which was Vice President Revenue Assurance Management,
AT&T Business Services from January 2001 to March 2002; Robert Cruickshank was
President of Mobile Data Solutions Inc. from February 1999 to April 2001;
Joseph R. Grech held various executive positions with Cable & Wireless plc.,
the last of which was the President, Global Carrier Services of Cable &
Wireless plc., from October 1999 to June 2000; and John M. Maduri was an
Executive Vice President of Maxxcom Inc. and MDC Corporation from September
1999 to April 2000, Executive Vice President, Finance and Planning and Chief
Financial Officer of Rogers Cantel Mobile Communications Inc. ("Rogers") from
June 1996 to August 1999.
TELUS shares held by directors and officers
As at March 31, 2003, the directors and executive officers of TELUS, as a
group, beneficially owned, directly or indirectly, or exercised control or
direction over 117,053 common shares, which represented approximately 0.06 per
cent of the outstanding common shares and 522,548 non-voting shares, which
represented approximately 0.33 per cent of the outstanding non-voting shares.
As of March 31, 2003, the executive officers of TELUS, as a group, beneficially
owned, directly or indirectly, or exercised control or direction over 79,708
common shares, which represented approximately 0.04 per cent of the outstanding
common shares and 511,507 non-voting shares, which represented approximately
0.32 per cent of the outstanding non-voting shares.
Additional Disclosure for Directors and Officers
Other than as disclosed, for the ten years ended December 31, 2002, TELUS is
not aware that any director or officer of TELUS, had been a director or officer
of another issuer which, while that person was acting in that capacity, became
bankrupt or made a proposal under any legislation relating to bankruptcy or
insolvency or was subject to or instituted any proceedings, arrangements or
compromises with creditors or had a receiver, receiver manager or trustee
appointed to hold its assets. B.A. Canfield was a director of Royal Trust Co.
in 1994 when it entered into a plan of arrangement with creditors. J.S. Lacey
was asked by a group of shareholders to lead the Loewen restructuring, as
Chairman of the Board, a position he held at the time of Loewen's filing for
Chapter 11 of the U.S. Bankruptcy Code and Companies' Creditors Arrangement Act
(Canada).
MARKET FOR SECURITIES
TELUS common shares and non-voting shares are listed on the Toronto Stock
Exchange under "T" and "T.A." respectively and the TELUS non-voting shares are
listed on the New York Stock Exchange under "TU". TELUS 6.75% unsecured
subordinate redeemable convertible debentures trade on the Toronto Stock
Exchange under " T.DB".
ADDITIONAL INFORMATION
Additional information, including directors' and officers' remuneration and
indebtedness, and options to purchase securities, is contained in the TELUS
information circular dated March 14, 2003 for the annual and special general
meeting held on April 30, 2003. Additional financial information, including
supplementary quarterly financial data and the audited TELUS consolidated
financial statements for the year ended December 31, 2002, are set out in the
2002 annual report.
Requests for additional information
TELUS will provide to any person, upon request to the Corporate Secretary of
TELUS at Floor 21, 3777 Kingsway, Burnaby, B.C., V5H 3Z7:
(a) when the securities of TELUS are in the course of a distribution
pursuant to a short form prospectus or a preliminary short form
prospectus filed in respect of a distribution of its securities:
(i) one copy of this annual information form together with one copy
of any document, or the pertinent pages of any document, incorporated
by reference in this annual information form;
(ii) one copy of the 2002 annual report of TELUS, including the
audited TELUS consolidated financial statements for the year ended
December 31, 2002;
(iii) one copy of the TELUS information circular dated March 14, 2003;
and
(iv) one copy of any other documents that are incorporated by
reference into the preliminary short form prospectus or the short form
prospectus and are not required to be provided under (i) to (iii)
above; or
(b) at any other time, one copy of any of the documents referred to
in (a)(i) to (iv) above, provided that TELUS may require the payment of a
reasonable charge if the request is made by a person who is not a
security holder of TELUS.
TCI and TELUS Communications (Quebec) also each files an annual information
form with certain provincial securities commissions, a copy of which may be
obtained by writing to the Corporate Secretary of TELUS at the address provided
above or on the SEDAR website at www.SEDAR.com.
APPENDIX A: MANAGEMENT'S DISCUSSION AND ANALYSIS
The following is a discussion of the consolidated financial condition and
results of operations of TELUS Corporation (TELUS or the Company) for the years
ended December 31, 2002 and 2001. This discussion contains forward-looking
information that is qualified by reference to, and should be read in
conjunction with, the Company's discussion regarding forward-looking statements
above. The following should also be read in conjunction with the accompanying
audited Consolidated Financial Statements of TELUS and notes thereto. The
Consolidated Financial Statements have been prepared in accordance with
Canadian Generally Accepted Accounting Principles (GAAP), which differ in
certain respects from U.S. GAAP. See Note 25 to the Consolidated Financial
Statements for a summary of the principal differences between Canadian and U.S.
GAAP as they relate to TELUS.
Corporate background
TELUS Corporation was created from the 1999 merger of BC TELECOM and TELUS -
two Western Canadian incumbent local exchange carriers (ILECs) - and the
acquisition in 2000 of both the Eastern Quebec ILEC QuebecTel (now TELUS
Quebec) and the national digital wireless company Clearnet Communications Inc.
(Clearnet). BC TELECOM and the former TELUS were long-established, regional
full-service telecommunications companies. At the time of the 1999 merger,
TELUS announced its plans to provide telecommunications services in other parts
of Canada. From 1999 through 2001, TELUS constructed a national fibre-optic
network, subsequently supplemented by fibre rings in major centres in Central
Canada. In 2000, TELUS began offering business voice, data and other services
outside its Western base, principally in the province of Ontario, and wireless
resale services in the provinces of Ontario, Manitoba and Saskatchewan. The
purchase of QuebecTel in June 2000 allowed TELUS to accelerate its market entry
into the province of Quebec. With the acquisition of Clearnet in October 2000,
and the subsequent integration of mobility services, TELUS became a leading
Canadian wireless service provider.
Early in 2001, TELUS acquired additional wireless spectrum in major population
areas in the Industry Canada PCS spectrum auction. During 2001, TELUS sold
non-core assets including its Directory Advertising business and real estate,
and exited the equipment leasing business. The Company also acquired six
smaller data/IP, hosting and application development companies and assets
largely focused on Central Canada.
For 2002, TELUS continued to deliver on its strategy consistent with its six
strategic imperatives, which were established in mid-2000. Certain examples of
what TELUS delivered in 2002 are:
1. Providing integrated solutions:
* For consumers, TELUS launched Internet Select and Internet Complete
bundles,and introduced the Signature bundle, which combines residential
local, personal call management services and Internet service for long
distance customers at one low monthly price. The Company also launched
Velocity Enhanced Internet service, which provides additional
Internet capabilities and includes the Freedom(r)Internet Security bundle.
* For business customers, new integrated solutions were introduced with
the Managed Services portfolio, in which TELUS manages a customer's
computer and network infrastructure, freeing customers to focus on their
core business. For large business customers, the Company offered the
Anytime, Anywhere integrated solution set, which offers comprehensive IT
and customized network solutions, and provides connectivity for remote
locations and highly mobile workforces.
2. Building national capabilities:
* Implemented a new advanced intelligent national long distance and card
service platform.
* Integrated TELUS Quebec's Internet backbone with TELUS national
Internet backbone, thereby improving routing, connectivity and reliability
for all Internet users.
* Redesigned telus.com to offer easier online navigation, enhanced
information and simplified online ordering and account management.
* Completed national integration of TELUS' wireless operations in Alberta
and B.C. with Clearnet Communications and QuebecTel Mobilite.
3. Partnering, acquiring and divesting:
* Continued leveraging of TELUS' strategic relationship with Verizon
Communications and Verizon Wireless.
* Became the preferred wireless roaming partner in Canada for Verizon
Wireless.
4. Focusing relentlessly on data, IP and wireless growth:
* Invested approximately $250 million in ADSL infrastructure and systems
and increased ADSL coverage to 83% of the top 38 communities in Alberta
and B.C.
* Began transforming wireline networks to IP-based technology that should
bring a variety of next generation capabilities and services to customers
* Expanded PCS coverage in Central and Eastern Canada by six million POPs
with implementation of digital roaming/resale agreements with Bell
Mobility and Aliant Telecom Wireless
* Increased total digital wireless coverage to 27.4 million POPs or close
to 90% of the Canadian population
* Delivered new next generation 1X wireless data network across Canada,
offering fast and convenient wireless Internet access to more than 22
million Canadians (70% of the population)
5. Going to the market as one team:
* Continued to strengthen consistent branding in wireline and wireless,
leveraging the combination of TELUS' strong, widely recognized name with
its popular nature-based advertising and marketing.
6. Investing in internal capabilities:
* Completed several billing system integrations and conversions at TELUS
Mobility and TELUS Communications.
* Combined and consolidated 24 customer contact centres and a number of
operational and administrative functions.
* Employed Internet technologies to transform internal processes. The
Company Intranet connects employees in real-time and allows them to manage
their own services online while reducing paper. The Web is now the Company
standard for booking travel, reporting expenses and receiving payroll
advice.
* Established a Web-based learning management system offering employees a
single point of access to courses and career development tools. The
preferred channel for training is now e.learning, which provides employees
with anywhere/anytime access.
The Company's principal subsidiaries are TELUS Communications Inc. (including
TELE-MOBILE COMPANY partnership), TELUS Quebec Inc. (including TELUS
Communications Quebec Inc.) and TELUS Services Inc. (including TELUS Enterprise
Solutions Partnership). Management's discussion and analysis is on a segmented
basis, which encompasses all legal entities.
TELUS' reportable business segments for the years 2002 and 2001 were:
* TELUS Communications, which provides voice local, voice long distance,
data, Internet, managed information and other services across Canada.
* TELUS Mobility, which provides digital PCS, iDEN (branded Mike) and
wireless Internet services nationally.
Developments in 2002
Change in external auditor in 2002
Effective for the second quarter of 2002, as a result of the partners and staff
of the Canadian operations of Arthur Andersen LLP joining Deloitte & Touche
LLP, Deloitte & Touche LLP was appointed as the external auditor of TELUS.
Accounting policy changes in 2002
The 2002 financial results reflect the adoption of three recent accounting
pronouncements.
Earlier in 2002, the Company adopted the provisions of Financial Accounting
Standards Board (FASB) EITF 01-9 regarding the accounting for consideration
given by a vendor to a customer. The application of this standard by TELUS
results in costs specific to the Mobility and Internet operations, which were
previously recorded as operations expenses, being reclassified to offset
revenues. Comparative revenues and operations expense for the year ended
December 31, 2001 for Mobility operations were reduced by $122.1 million,
restated on a consistent basis with 2002 results (which were reduced by $139.5
million) - with no change to reported 2001 earnings or other key operating
metrics such as marketing cost of acquisition (COA). See Note 2(b) to the
Consolidated Financial Statements for more information.
In addition, effective January 1, 2002, the Company adopted the changes in
accounting policy as required by the Canadian Institute of Chartered
Accountants (CICA) Handbook Section 3062 - Goodwill and Other Intangible
Assets. As a result, the Company no longer amortizes goodwill or intangible
assets with indefinite lives. In the year ended December 31, 2001, the pre-tax
amortization expense associated with these items was $264.4 million.
Under Section 3062, rather than being systematically amortized, the value of
intangible assets with indefinite lives and goodwill are periodically tested
for impairment. In the first quarter of 2002, the Company assessed its
intangible assets with indefinite lives, which are its wireless spectrum
licences, and determined it necessary to record a transitional impairment
amount of $595.2 million ($910 million before tax) as a charge to retained
earnings. The Company also completed its test for transitional impairment for
goodwill and determined there was no transitional goodwill impairment amount.
See Note 2(a) to the Consolidated Financial Statements for additional details.
The Company's annual review of impairment for intangible assets with indefinite
lives and for goodwill will be complete as of December each year. No impairment
was recorded as a result of this review in December 2002.
Commencing January 1, 2002, the Company adopted the new recommendations of the
CICA dealing with accounting for share-based compensation (CICA Handbook
Section 3870). As required, the accounting change was applied prospectively.
In 2002, the Company applied the intrinsic method for share-based compensation
awards granted to employees. Accordingly, no compensation cost was recorded in
the accounts for its share option plans. The Company intends to comply with
the CICA's Accounting Standards Board's direction for the treatment of share-
based compensation. Amendments to Section 3870 are expected to be finalized in
mid-2003 and would be effective commencing with the 2004 fiscal year. See Note
2(c) and Note 10 to the Consolidated Financial Statements.
Regulatory changes in 2002
Contribution decisions
Commencing January 1, 2002, operating revenues, EBITDA(1) and earnings per
share (EPS) were impacted by changes to the contribution revenues received and
contribution expenses paid as a result of the following: Canadian
Radio-television and Telecommunications Commission (CRTC) Decision 2000-745 on
Changes to the Contribution Regime, and Decision 2001-238 on Restructured
Bands. The impact of these decisions was a decrease in consolidated EBITDA of
$211 million for 2002, when compared with 2001.
(1) Earnings Before Interest, Taxes, Depreciation and Amortization
(EBITDA) is defined as Operating revenues less Operations expense and, as
defined, excludes Restructuring and workforce reduction costs.
In 2001, TELUS Communications Inc. (TCI) filed with the CRTC a 'review and
vary' request relating to the costing assumptions prescribed to be used in
calculating portable subsidy requirements, relating to CRTC Decisions 2000-745
and 2001-238. Under these decisions, the costs the Company can recover through
the contribution regime were reduced. On October 25, 2002, the CRTC released
Decision 2002-67, denying the 'review and vary' request. However, the CRTC
noted it would consider portfolio expenses in upcoming proceedings. Other than
the impacts described in the paragraph above, no additional financial impacts
are expected. The Company believes that Decision 2002-67 made two critical
policy errors: first, that the costs TELUS and other ILECs are required to use
to calculate subsidies for residential primary exchange service and for
unbundled loops are not actual company-specific costs that take into account
different geography and population density in Western Canada; and second, that
the costs are too low for TELUS and appear to be too low for certain other
ILECs as well.
On January 22, 2003, TCI filed a petition to the Governor in Council of the
Government of Canada requesting a variance of Decision 2002-67. TCI has asked
the Governor in Council to vary the decision to require that the CRTC employ
company-specific costs for residential primary exchange service and unbundled
loops filed by the ILECs in January 2001.
Price cap decisions
On May 30, 2002 and July 31, 2002, the CRTC announced its decisions on the
Regulatory Framework for the Second Price Cap Period for ILECs, or CRTC
Decision 2002-34 and CRTC Decision 2002-43, which established the framework for
regulation of ILECs, including TELUS. These decisions cover a four-year period
beginning June 2002 for TCI and beginning August 2002 for TELUS Communications
Quebec Inc. (TCQI). The impact of these decisions was a decrease in
consolidated EBITDA of $57 million for 2002, when compared with 2001.
The positive aspects of the CRTC decision were that it confirms TELUS'
preferred regulatory model of facilities-based competition, did not introduce
the significantly larger discounts of up to 70% for use of incumbent facilities
sought by competitors and allows TELUS to benefit as it becomes more efficient.
On the negative side, the CRTC has extended the regulation of local prices and
service levels, reduced the ability of companies to raise prices, introduced
more complexity and caused additional negative impact to TELUS' earnings.
TELUS anticipates that the financial impact of the CRTC price cap decision is
an incremental annual negative EBITDA impact of approximately $80 million in
2003. This is in part due to the CRTC allowing a reduction of between 15 to 20%
on the fees paid by competitive local exchange carriers (CLECs) for access to
the TELUS network.
In an effort to foster competition for residential basic service in non
high-cost service areas (non-HCSAs), the concept of a deferral account
mechanism was introduced by the CRTC as a conservative accounting alternative
to mandating price reductions. The deferral account arises from the CRTC
requiring the Company to defer the income statement recognition of a portion of
the monies received in respect of residential basic services provided to
non-HCSAs. The revenue deferral is based on the rate of inflation (as measured
by a chain-weighted GDPPI index), less a productivity offset of 3.5%, and an
"exogenous factor" that is associated with allowed recoveries in previous price
cap regimes that have now expired. The Company may recognize the deferred
amounts upon the undertaking of qualifying actions, such as service improvement
programs ("SIPs") in qualifying non-HCSAs, rate reductions (including those
provided to competitors as required in Decision 2002-34 and Decision 2002-43)
and/or rebates to customers. To the extent that a balance remains in the
deferral account, interest is required to be accrued at the Company's
short-term cost of borrowing. The Company believes its use of the deferral
account, for the recognition of revenues related to monies received in respect
of residential services provided to non-HCSAs, is conservative.
Subsequent to Decision 2002-34, AT&T Canada Inc. petitioned the federal Cabinet
to increase competitor discounts from those provided for in the Decision. On
March 25, 2003 the federal Cabinet upheld Decision 2002-34 thereby denying the
petition. In addition, CallNet Enterprises Inc. filed for a 'review and vary'
in respect of the follow-up process as set by the CRTC in Decision 2002-34 to
examine the services that are included and qualify for Competitor Digital
Network Access (CDNA) pricing. On August 9, 2002, the CRTC issued Public Notice
2002-4 to determine the scope of CDNA services, which among other issues,
addresses CallNet's application. This proceeding is expected to conclude some
time in 2003. The CRTC continues to consider making new services available to
competitors at reduced rates.
Status of labour negotiations
TCI and the Telecommunications Workers Union (TWU) are currently negotiating a
new collective agreement to replace the multiple legacy agreements from the
predecessors BC TEL and the Alberta-based TELUS. In the fourth quarter of 2002,
TCI's application to the federal Minister of Labour for conciliation was
granted and two federal conciliators were appointed.
In January 2003, TCI and the TWU mutually agreed to extend the conciliation
timeline. During the first phase of the extension, the conciliators are
conducting a global review with both parties of all outstanding issues. The
timeframe for this phase is at the discretion of the conciliators. Once the
global review has been completed, the conciliators will create an action plan
for the second phase of conciliation. At this point, both parties will enter a
conciliation period of 60 days under the supervision of the conciliators. The
second phase of conciliation can be extended by the mutual agreement of both
parties. If the outstanding issues are not resolved at the conclusion of the
60-day period, a 21-day cooling-off period will follow before any legal work
disruption can take place. The Canada Labour Code further requires 72-hour
advance notice to be provided between the parties prior to the start of a work
disruption. Phase one conciliation meetings began on January 27, 2003, with
additional meeting dates scheduled through to August 2003. These scheduled
dates are agreed to between TCI and the TWU and are expected to be either part
of the global review or fall under the 60-day conciliation period. Given these
timeframes, it is currently expected that this process will not conclude until
the third quarter of 2003.
On January 27, 2003, TCI and the TWU signed a Maintenance of Activities
agreement as required by federal legislation. This agreement ensures the
continuation of services to 911 emergency, police, fire, ambulance, hospitals
and coast guard, with provisions to cover other potential emergency services
necessary to prevent immediate and serious danger to the health or safety of
the public, in the event of a work stoppage.
Performance to 2002 targets and guidance
TELUS revised its guidance quarterly in 2002 as new information became
available. Original targets and guidance revisions are summarized in the table
below with footnotes explaining the changes.
2002 2001 Revised
Results Annual report guidance for
targets for Met 2002 Met
2002
=================================================================================================================================
Consolidated
Revenues $7.01 billion $7.5 to $7.6 X $7.35 to
billion $7.45 billion (1) X
See note 1 Approx. $7.0 billion (2) M
---------------------------------------------------------------------------------------------------------------------------------
EBITDA (5) $2.52 billion $2.475 to M Approx. $2.5 billion (4) M
$2.525 billion
---------------------------------------------------------------------------------------------------------------------------------
Earnings (loss) per share (75) cents 15 to 20 cents X (90) to (95) cents (2) M
See note 2 Approx. (80) cents (3) M
Approx. (75) cents (4) M
---------------------------------------------------------------------------------------------------------------------------------
EPS excluding restructuring 43 cents See note 2 _ 15 to 20 cents (2) M
Approx. 35 cents (3) M
Approx. 42 cents (4) M
---------------------------------------------------------------------------------------------------------------------------------
Capital expenditures $1.70 billion $2.1 to $2.2 M $1.8 to $2.0 billion (1) M
billion Approx. $1.8 billion (2) M
Less than
$1.8 billion (3) M
Approx. $1.7 billion (4) M
=================================================================================================================================
Communications segment
Revenue (external) $4.99 billion $5.4 to $5.45 X Approx. $5.0 billion (2) M
billion
---------------------------------------------------------------------------------------------------------------------------------
Central Canadian wireline $840 million $945 million X Approx.
revenue $800 million (2) M
---------------------------------------------------------------------------------------------------------------------------------
Non-ILEC revenue (included in $527 million $650 million X Approx.
Central Canadian wireline revenue) $525 million (2) M
---------------------------------------------------------------------------------------------------------------------------------
EBITDA $1.98 billion $2.025 to X Approx.
$2.055 billion $2.0 billion (2) ~
---------------------------------------------------------------------------------------------------------------------------------
Non-ILEC EBITDA $(107) million $(125) million M Approx. M
$(110) million (4)
---------------------------------------------------------------------------------------------------------------------------------
Capital expenditures $1.24 billion $1.55 to $1.65 M $1.3 to $1.5 billion (1) M
billion Approx. $1.3 billion (2) M
Approx.
$1.24 billion (4) M
---------------------------------------------------------------------------------------------------------------------------------
High-speed Internet net additions 195,200 200,000 or X Approx. 200,000 (4) ~
more
=================================================================================================================================
Mobility segment
Revenue (external) $2.02 billion $2.1 to $2.15 M $1.95 to
billion $2.0 billion (1) M
See note 1 Approx. $2.0 billion (2) M
---------------------------------------------------------------------------------------------------------------------------------
EBITDA $535 million $450 to $470 M $470 to
million $490 million (1) M
Approx.
$490 million (2) M
Approx.
$510 million (4) M
---------------------------------------------------------------------------------------------------------------------------------
Capital expenditures $460 million $560 million M Approx.
$500 million (1) M
Approx.
$460 million (4) M
---------------------------------------------------------------------------------------------------------------------------------
Wireless subscriber net additions 417,800 425,000 to X Approx. 425,000 (4) ~
450,000
=================================================================================================================================
Revisions were made to the original guidance for expected 2002 results in each
quarter, as follows:
(1) Guidance for Consolidated revenues and Mobility revenues was amended with
the announcement of first quarter results to reflect implementation of
an accounting classification change in order to comply with EITF 01-9, as
described in "Accounting Policy Changes in 2002". In addition, the guidance
for capital expenditures was amended to reflect a reduction in planned
discretionary spending, while guidance for Mobility EBITDA was changed to
include a retroactive recovery associated with the favourable clarification
of tax legislation by the Ontario Provincial Sales Tax Authority.
(2) Guidance issued with second quarter results reflected the impacts of new
regulatory decisions, lower than expected revenue growth in Central
Canadian operations, the receipt of investment tax credits, the expected
impacts of the announced OEP (including expected savings and the workforce
restructuring charge), and further reductions in discretionary capital
spending. EPS guidance issued in the 2001 annual report did not include
Restructuring and workforce reduction costs. With the announcement of the
OEP, revised EPS guidance was provided for both basic EPS and EPS before
Restructuring and workforce reduction costs. Excluding Restructuring and
workforce reduction costs, EPS was 43 cents and exceeded the annual
guidance for 2002.
(3) Guidance issued with the third quarter results was updated to reflect an
improved annual outlook including increased expected OEP savings, the
impact of the workforce restructuring costs expected to be recorded in
2002, the after-tax gain on third quarter debt repurchases, and the impacts
of the third quarter public equity issue.
(4) Final guidance for 2002 was issued on the December 16, 2002 conference call
that announced 2003 financial and operational targets. The guidance for
2002 was revised to reflect further reductions in capital expenditures in
both segments, improving margins in the Mobility segment and the
Communications segment's non-incumbent operations.
(5) Excluding Restructuring and workforce reduction costs.
Results of operations
Highlights
Years ended December 31
($ in millions except per share amounts) 2002 2001 Change %
---------------------------------------------------------------------------------------------------------------------------------
Operating revenues normalized for regulatory 7,437.2 7,080.5 356.7 5.0
impacts (1)
Operating revenues 7,006.7 7,080.5 (73.8) (1.0)
EBITDA (2) normalized for regulatory impacts (1) 2,786.4 2,529.6 256.8 10.2
EBITDA (2) 2,518.6 2,529.6 (11.0) (0.4)
Restructuring and workforce reduction costs 569.9 198.4 371.5 187.2
Income (loss) from continuing operations (227.1) (138.8) (88.3) (63.6)
Discontinued operations (1.9) 592.3 (594.2) (100.3)
Net income (loss) (229.0) 453.5 (682.5) (150.5)
Common share and non-voting share income (loss) (239.3) 443.0 (682.3) (154.0)
Earnings (loss) per share (0.75) 1.51 (2.26) (149.7)
EPS before Restructuring and workforce reduction 0.43 1.90 (1.47) (77.4)
costs (3)
Capital expenditures - wireless spectrum 4.6 355.9 (351.3) (98.7)
- general 1,693.3 2,249.4 (556.1) (24.7)
---------------------------------------------------------------------------------------------------------------------------------
(1) Regulatory impacts as described in section "Regulatory changes in 2002."
(2) Earnings Before Interest, Taxes, Depreciation and Amortization
(EBITDA) is defined as Operating revenues less Operations expense and, as
defined, excludes Restructuring and workforce reduction costs.
The Company has issued guidance on and reports EBITDA because it is a key
measure used by management to evaluate performance of business units and
it is utilized in measuring compliance with debt covenants. The Company
also believes EBITDA is a measure commonly reported and widely used by
investors as an indicator of a company's operating performance and ability
to incur and service debt. The Company believes EBITDA assists investors
in comparing a company's performance on a consistent basis without regard
to depreciation and amortization, which are non-cash in nature and can
vary significantly depending upon accounting methods or non-operating
factors such as historical cost; and without regard to Restructuring and
workforce reduction costs, which are transitional in nature. EBITDA is not
a calculation based on Canadian or U.S. GAAP and should not be considered
an alternative to Net income in measuring the Company's performance or
used as an exclusive measure of cash flow because it does not consider the
impact of working capital growth, capital expenditures, debt principal
reductions and other sources and uses of cash which are disclosed in the
Consolidated Statements of Cash Flows. Investors should carefully consider
the specific items included in TELUS' computation of EBITDA. While EBITDA
has been disclosed herein to permit a more complete comparative analysis
of the Company's operating performance and debt servicing ability relative
to other companies, investors should be cautioned that EBITDA as reported
by TELUS may not be comparable in all instances to EBITDA as reported by
other companies.
(3) EPS before Restructuring and workforce reduction costs is calculated
as EPS plus the after-tax workforce restructuring costs on a per share
basis. After-tax restructuring and workforce reduction costs were
approximately $376 million for 2002, compared with approximately $113.5
million for 2001.
Quarterly Information
Quarterly information
($ in millions) 2002 Q4 2002 Q3 2002 Q2 2002 Q1 2001 Q4 2001 Q3 2001 Q2 2001 Q1
---------------------------------------------------------------------------------------------------------------------------------
Operating revenues $ 1,794.4 $ 1,766.3 $ 1,748.0 $ 1,698.0 $ 1,868.0 $ 1,823.2 $ 1,717.7 $ 1,671.6
Income (loss)
from continuing
operations $ (139.2) $ (105.3) $ 18.6 $ (1.2) $ (43.6) $ 24.0 $ 41.2 $ (160.4)
Per weighted
average common
share and
non-voting share
outstanding
- basic $ (0.41) $ (0.34) $ 0.05 $ (0.01) $ (0.15) $ 0.07 $ 0.14 $ (0.57)
- diluted $ (0.41) $ (0.34) $ 0.05 $ (0.01) $ (0.15) $ 0.07 $ 0.14 $ (0.57)
Net income (loss) $ (139.2) $ (107.4) $ 18.4 $ (0.8) $ (46.7) $ 580.7 $ 59.9 $ (140.4)
Per weighted
average common
share and
non-voting share
outstanding
- basic $ (0.41) $ (0.35) $ 0.05 $ (0.01) $ (0.16) $ 1.94 $ 0.20 $ (0.50)
- diluted $ (0.41) $ (0.35) $ 0.05 $ (0.01) $ (0.16) $ 1.94 $ 0.20 $ (0.50)
Consolidated operating revenues and consolidated EBITDA decreased for the year
ended December 31, 2002, when compared with 2001. These results included
negative impacts of recent regulatory decisions totalling $430.5 million for
revenues and $267.8 million for EBITDA. After normalizing for regulatory
impacts, TELUS operating revenues improved by 5.0% for the year and EBITDA
improved by 10.2% for the year, when compared with 2001, due to improvement in
TELUS Mobility Network revenues and operating efficiencies, reduced
Communications segment expenses and the receipt of investment tax credits
(ITCs). TELUS Communications made significant cost structure improvements
throughout 2002, including a reduction of approximately 5,200 positions since
December 31, 2001, the closure of 33 TELUS retail stores, and the closure or
consolidation of 24 customer contact centres.
Net income and EPS decreased in 2002, when compared with 2001, due primarily to
the recognition of significant gains included in the $592.3 million income from
discontinued operations in 2001 ($2.02 per share). Income in 2002 was also
negatively impacted by Restructuring and workforce reduction costs of
approximately $376 million ($1.18 per share), compared with approximately
$113.5 million (39 cents per share) in 2001. Also reducing 2002 results were
negative regulatory decision impacts of approximately $162 million after tax
(51 cents per share), partly offset by the required cessation of amortization
of goodwill and intangible assets with indefinite lives of approximately $225
million after tax (77 cents per share), and improved EBITDA before regulatory
decision impacts of approximately $155 million after tax (49 cents per share).
The discussion below is presented on a segmented basis for external revenues,
total operations expenses, EBITDA and capital expenditures. See the segmented
disclosure in the TELUS Consolidated Financial Statements, Note 23. All other
disclosure is on a consolidated basis.
Operating revenues - TELUS Communications
Years ended December 31
($ in millions) 2002 2001 Change %
---------------------------------------------------------------------------------------------------------------------------------
Voice local (net of 2002 price cap of $30.7 million) 2,106.5 2,083.6 22.9 1.1
Voice contribution 89.4 464.0 (374.6) (80.7)
Voice long distance (net of 2002 price cap of 1,016.0 1,094.6 (78.6) (7.2)
$2.8 million)
Data (net of 2002 price cap of $21.5 million) 1,366.6 1,176.6 190.0 16.1
Other (net of 2002 price cap of $0.9 million) 410.8 453.2 (42.4) (9.4)
---------------------------------------------------------------------------------------------------------------------------------
External operating revenue 4,989.3 5,272.0 (282.7) (5.4)
Intersegment revenue 95.3 87.5 7.8 8.9
---------------------------------------------------------------------------------------------------------------------------------
Total operating revenue 5,084.6 5,359.5 (274.9) (5.1)
---------------------------------------------------------------------------------------------------------------------------------
Voice local revenue is generated from monthly access charges and enhanced
services. Local access revenue decreased by $7.1 million in 2002, due primarily
to CRTC price cap decision impacts noted in the table above and approximately
56,000 fewer access lines than one year ago, partly offset by price increases
implemented in 2001 and growth in non-ILEC business. More than offsetting the
decline in local access revenues was increased local enhanced services revenue
of $30.0 million. Excluding the negative price cap impacts, voice local revenue
increased by $53.6 million or 2.6% in 2002 as compared to 2001.
Network access lines decreased by approximately 32,000 consumer lines and
24,000 business lines between December 31, 2001 and December 31, 2002. ILEC
consumer lines in Western Canada and Quebec decreased due to removal of second
lines as a result of the significant increase in high-speed Internet
subscribers, technological substitution including migration to wireless
services, and losses to competitors. Consumer second lines were approximately
6.5% of total consumer access lines as at December 31, 2002. ILEC business line
losses resulting from technological substitution to more efficient Integrated
Services Digital Network (ISDN) services and from economic factors were 42,000.
Partly offsetting this was a net 18,000 line competitive gain due to growth in
Central Canada non-ILEC business lines exceeding ILEC business line losses. The
combined ILEC business and local consumer market share was estimated to be 97%
at December 31, 2002 (98% at December 31, 2001).
Voice contribution revenue decreased for the year ended December 31, 2002, when
compared with the same period one year ago. The change in contribution revenue
resulted principally from CRTC Decisions 2000-745 on Changes to the
Contribution Regime and 2001-238 on Restructured Bands, which reduced the
revenues that TELUS received to subsidize high-cost rural service areas in
2002. Under these decisions, there was also a much smaller decrease in
contribution expense (or revenue tax) impacting both the Communications and
Mobility segments in 2002 (see discussion under Operations expense).
Voice long distance revenue decreased for the year ended December 31, 2002,
when compared with the same period one year ago. Wholesale settlement revenues
decreased by $39.1 million due to lower inbound minutes from domestic carriers
and migration of competitors' minutes to their own networks, as well as lower
rates on international traffic. Substitution to alternative technologies such
as e-mail, Internet and wireless, and lower business long distance rates
contributed to long distance revenue and minute erosion. In addition, there was
a short-term increase in 2001 to consumer long distance revenues due to capping
of minutes in unlimited plans in June 2001 that was not repeated in 2002 due to
changes in consumer calling patterns. To a lesser extent, long distance
revenues were reduced by price cap impacts. These declines were partially
offset by implementation of a $1.25 monthly long distance plan administration
fee and a two-cent per-minute rate increase in consumer calling plans effective
February 2002.
Data revenues include enhanced/IP data services (such as Internet access,
hosting and applications, LAN/WAN, gateway service, internetworking and remote
access) and other data services (managed information technology (IT) services
and legacy data services such as private line, switched data services, data
local access, data settlements and data equipment sales). Wireless data
revenues are included in Mobility segment Network revenues. Organic data
revenue growth, which excludes revenues from 2001 acquisitions as well as the
impacts of price caps and international data revenues, was 9.7%.
* Enhanced data/IP revenue increased by $134.6 million in 2002 mainly due
to the 90.9% annual growth in consumer high-speed Internet customer base,
and increased internetworking and hosting revenues, partly offset by lower
e-commerce (consistent with lower demand observed in the Canadian
e-commerce marketplace) and lower content and portal revenues. During the
fourth quarter of 2002, the Company completed a post-implementation review
of Internet subscriber counts and net additions, following the
implementation of a new billing system in the third quarter. It was
determined that dial-up deactivations related to conversion of accounts to
high-speed Internet were understated as a result of the billing system
changes. Consequently, dial-up subscriber net deactivations of 63,400
included an adjustment of 21,100. High-speed Internet subscriber net
additions of 195,200 were reduced by a 3,400 negative adjustment as a
result of the post-implementation review. As a result of slower market
growth and the subscriber adjustment, high-speed Internet net additions
were slightly lower than the original guidance of 200,000 or more.
* Other data revenues increased by $55.4 million in 2002. The increase
included $102.0 million due to higher volumes for digital private line,
packet switched, videoconferencing and other services, as well as
increased equipment sales. In addition, international IT managed services
revenue increased by $33.9 million, partly offset by a reduction of $59.0
million in data settlements revenue and $21.5 million negative price cap
impacts.
The decrease in Other revenue for 2002 was due to lower voice equipment sales
volumes as a result of reduced demand and increased focus on higher margin
product portfolios, greater emphasis on data equipment sales as opposed to
voice equipment sales, $10.9 million lower late payment charges and, to a
lesser extent, closure of retail stores, partly offset by the inclusion of five
additional months of revenue from the former Williams Communications Canada,
Inc. which TELUS purchased on June 1, 2001.
Included in the total revenues are non-ILEC revenues of $527.3 million for 2002
compared with $335.1 million in 2001. Minor adjustments have been made to 2001
non-ILEC revenues and operations expense to reflect current customer account
classifications.
Intersegment revenues represent services provided by the Communications segment
to the Mobility segment and are eliminated upon consolidation along with the
associated expense from TELUS Mobility.
Key operating indicators - TELUS Communications
Years ended December 31
(000s for subscribers and additions) 2002 2001 Change %
---------------------------------------------------------------------------------------------------------------------------------
Network access lines, end of period 4,911 4,967 (56) (1.1)
Total Internet subscribers, end of period (1) 801.7 669.9 131.8 19.7
Dial-up 391.7 455.1 (63.4) (13.9)
High-speed 410.0 214.8 195.2 90.9
Total Internet subscriber net additions (1) 131.8 173.0 (41.2) (23.8)
Dial-up (63.4) 41.8 (105.2) (251.7)
High-speed 195.2 131.2 64.0 48.8
---------------------------------------------------------------------------------------------------------------------------------
(1) Internet net additions and year-end subscriber counts for 2002 include
reductions of approximately 21,100 dial-up subscribers and approximately 3,400
high-speed Internet subscribers as a result of a post-implementation review
following billing system conversions.
[wireless revenue graph]
Operating revenues - TELUS Mobility
Years ended December 31 2002 2001 Change %
($ in millions)
---------------------------------------------------------------------------------------------------------------------------------
Network revenue 1,852.7 1,645.0 207.7 12.6
Equipment revenue 164.7 163.5 1.2 0.7
--------------------------------------------------------------------------------------------------------------------------------
External operating revenue 2,017.4 1,808.5 208.9 11.6
Intersegment revenue 17.5 17.4 0.1 0.6
---------------------------------------------------------------------------------------------------------------------------------
Total operating revenue 2,034.9 1,825.9 209.0 11.4
---------------------------------------------------------------------------------------------------------------------------------
TELUS Mobility Network revenue is generated from monthly billings for access
fees, incremental airtime charges, prepaid time consumed or expired, wireless
data and fees for value-added services. Network revenue increased by 12.6% in
2002 when compared with 2001. The Network revenue growth was a result of the
continued expansion of TELUS Mobility's subscriber base by 16.2% to
approximately 3.0 million subscribers from 2.6 million one year ago, while
maintaining an industry leading average revenue per subscriber unit per month
(ARPU).
TELUS Mobility continued to pursue a strategy focused on profitable revenue
growth and subscriber retention, which resulted in steady ARPU and a
substantially improved churn year-over-year. While ARPU was $55 for 2002,
compared with $57 in 2001, the relative stability of ARPU in the fourth quarter
($56 in both 2002 and 2001) was in contrast with historical trends observed in
the fourth quarter (typically an approximate 3% rate of decrease). This was a
significant achievement considering 2002 trends of greater in-bucket usage,
postpaid / prepaid mix changes, retention offers aimed at reducing postpaid
churn, and overall competitive market pressures. In-bucket usage refers to
plans that offer free minutes (at a fixed fee) for periods of time, including
free evenings and weekends and after-school calling. The slight decline in ARPU
was attributed to increased usage and to TELUS Mobility's pricing discipline.
Average minutes of use (MOU) per subscriber per month were 290 in 2002 compared
with 270 in 2001. As of December 31, 2002, postpaid subscribers accounted for
83.1% of the total cumulative subscriber base as compared to 84.9% one year
earlier. Net postpaid additions of 301,600 represented 72.2% of all net
additions, an 80,100 or 36.2% increase, as compared to 221,500 or a 53.1%
increase in 2001. Total net subscriber additions were 417,800 as compared to
417,500 in 2001. TELUS Mobility's strong subscriber growth in the first three
quarters of 2002 provided the flexibility to exercise pricing discipline
despite significant promotional activity by competitors for the fourth quarter.
Net additions for 2002 were similar to those for the prior year and reflect a
notable increase in market share given declining industry net additions as
compared to the previous year.
The blended postpaid and prepaid churn rate averaged 1.8% per month for 2002
and represented an improvement from a 2.0% churn rate for the same period in
2001.Deactivations increased by 4.5% to 599,100 from 573,300 in 2001. The
improved churn rate and industry leading ARPU are evidence of the continued
focus and execution by TELUS Mobility on subscriber retention and profitable
revenue generating subscriber growth. The decline in the churn rate is
attributed to improved network quality and coverage including the
implementation of the roaming/resale agreements with Bell Mobility and Aliant
Telecom Wireless, improved client service levels, client contracting as part of
loyalty and retention programs, and the grandfathered per-second rate plans
compared to new per-minute billing plans.
Equipment sales, rental and service revenue for 2002 was $164.7 million
compared with $163.5 million for the same period in 2001. The increase in
equipment revenue was principally due to a 26,100 (2.6%) increase in gross
subscriber activations to 1,016,900 in 2002 from 990,800 in 2001.
Intersegment revenues represent services provided by the Mobility segment to
the Communications segment and are eliminated upon consolidation along with the
associated expense in TELUS Communications.
Key operating indicators - TELUS Mobility
Years ended December 31
(000s for subscribers and additions) 2002 2001 Change %
---------------------------------------------------------------------------------------------------------------------------------
Net subscriber additions - postpaid 301.6 221.5 80.1 36.2
Net subscriber additions - prepaid 116.2 196.0 (79.8) (40.7)
---------------------------------------------------------------------------------------------------------------------------------
Net subscriber additions - total 417.8 417.5 0.3 0.1
Subscribers - postpaid 2,490.6 2,189.0 301.6 13.8
Subscribers - prepaid 504.9 388.7 116.2 29.9
Subscribers - total 2,995.5 2,577.7 417.8 16.2
Churn, per month (%) 1.8 2.0 (0.2) -
(COA per gross subscriber addition(1) ($) 497 502 (5) (1.0)
COA per gross subscriber addition excluding ($) 425 446 (21) (4.7)
retention and migration (1)
ARPU ($) 55 57 (2) (3.5)
Total POPs(2) covered (millions) 25.3 24.6 0.7 2.8
Digital POPs covered (millions) 25.2 24.2 1.0 4.1
Digital POPs covered including roaming/resale (3) 27.4 - - -
EBITDA excluding COA ($ millions) 1,016.4 837.7 178.7 21.3
---------------------------------------------------------------------------------------------------------------------------------
(1) For 2002, COA of $497 and $425 before retention and migration costs
excluded the $21.0 million favourable clarification of tax legislation by
the Ontario Provincial Sales Tax authorities, representing a reversal of a
cumulative COA liability. When including the $21.0 million reduction, COA
for 2002 would be $476 and $404 excluding retention and migration.
(2) POPs is an abbreviation for Population. A POP refers to one person
living in a population area, which in whole or substantial part is
included in the coverage areas.
(3) TELUS Mobility has not activated all digital roaming areas. TELUS PCS
digital population coverage was 21.4 million, and 27.4 million including
the roaming/resale agreement with Bell Mobility and Aliant Telecom
Wireless. TELUS PCS and Mike digital population coverage was 25.2 million.
Operations expense - TELUS Communications
($ in millions) 2002 2001 Change %
---------------------------------------------------------------------------------------------------------------------------------
Years ended December 31 3,100.8 3,185.7 (84.9) (2.7)
---------------------------------------------------------------------------------------------------------------------------------
TELUS Communications operations expenses decreased in 2002 as a result of
Operational Efficiency Program (OEP) cost reductions including lower salaries
and benefits from approximately 5,200 net staff reductions since December 31,
2001, a lower contribution expense and the favourable impact of investment tax
credits (ITCs) of $50.5 million. The ITCs were recognized as a result of a
settlement with the Canada Customs and Revenue Agency (CCRA) for previous
years' claims and were recorded as a reduction of operations expense as this is
where the qualifying expenses were recorded originally. The OEP cost reductions
and reduced contribution expenses were partly offset by non-ILEC expansion and
2001 acquisitions.
Non-ILEC expenses increased by $153.8 million in the year ended December 31,
2002, when compared with the same period in 2001. The increase was mainly due
to additional costs from companies acquired from June to October 2001, as well
as increased facility costs and cost of sales associated with revenue growth
that were partly offset by improved operational efficiencies including the
movement of a greater proportion of traffic services on-net.
ILEC operations expense decreased by $238.7 million in the year ended December
31, 2002, when compared with the same period in 2001. The most significant
changes were OEP-related savings of approximately $150 million (approximately
$107 million salary savings from reduced staff counts), as well as a decrease
in contribution expense of $123.4 million. The change to contribution expense
resulted from the lowering of contribution rates from 4.5% of eligible revenues
to a final rate of 1.3% of eligible revenues, as determined in CRTC
contribution and rebanding decisions. Combined wholesale settlement, facilities
and clearinghouse expenses decreased by $16.6 million, while payments under the
Software and Related Technology and Services Agreement with Verizon decreased
by $25.5 million. Equipment cost of sales decreased by $37.6 million due to
lower equipment sales. Operations expenses also decreased by $50.5 million due
to receipt of ITCs in 2002, while ILEC bad debt expense decreased by $3.1
million.
The above decreases in ILEC operations expense were partially offset by the
following expense increases. Along with lower salaries and benefits associated
with the OEP described above and the significant reduction in the capital
expenditure program, capitalized labour costs decreased by $16.7 million.
Capitalization rates for labour in 2002 and 2001 were approximately 14% in 2002
and 2001. Pension expenses increased by $41.4 million, expenses related to
international data managed service revenues increased by $33.3 million,
building lease payments increased by $5.7 million due to the sale and leaseback
of administrative buildings in 2001, and a one-time $8.0 million property tax
recovery was recorded in the first quarter of 2001, for which there is no
equivalent recovery in 2002. Consumer Internet cost of sales increased by $5.4
million year-to-date due to higher subscriber additions for the year. Other
cost increases of approximately $57.5 million were primarily the annualized
impact of salary and employee-related expenses associated with 2001
acquisitions.
In 2003, pension expense is expected to increase by approximately $65 million.
The pension expense change in 2003 is not expected to result in a corresponding
increase in cash contributions. The projected increase in the 2003 pension
expense is substantially non-cash in nature and is related to amortization of
actuarial losses and a lower expected return on assets for defined benefits
pension plans (reduced to 7.48% from 7.71%).
Operations expense - TELUS Mobility
($ in millions) 2002 2001 Change %
---------------------------------------------------------------------------------------------------------------------------------
Years ended December 31 1,500.1 1,470.1 30.0 2.0
---------------------------------------------------------------------------------------------------------------------------------
TELUS Mobility operations expenses increased for the year ended December 31,
2002 when compared to the same period one year ago. Expenses included a $21.0
million reduction resulting from a clarification of provincial sales tax (PST)
legislation related to handset subsidies, which represented the reversal of a
cumulative liability previously recorded in marketing cost of acquisition
(COA). Normalized for this reduction in expenses, Operations expense increased
by $51.0 million or 3.5%. The increase was principally due to general and
administrative expenses (G&A) for client services to support higher subscriber
levels and, to a lesser extent, COA attributed to higher postpaid gross
activations. However, significant productivity improvement is evident when G&A
expense increase of 11.7% is compared with network revenue growth of 12.6% and
annual subscriber growth of 16.2%.
Expenses related to equipment sales decreased by $22.8 million or 5.8% when
compared to one year earlier. The decrease was related to the $21.0 million
favourable clarification of PST legislation. Once normalized, equipment costs
decreased by $1.8 million or 0.5% due to favourable exchange rates and vendor
pricing being partly offset with 26,100 higher gross subscriber additions.
These costs are included in COA.
Network operating expenses consist of site-related expenses, transmission
costs, spectrum licence fees, contribution revenue taxes and other direct costs
related to network operations. Network operating expenses decreased by $20.3
million or 5.2% to $366.7 million in 2002 from $387.0 million in 2001. These
costs improved as a result of reduced contribution charges, $18.6 million in
2002 as compared to $60.1 million in 2001. When normalized for reduced
contribution revenue taxes in 2002, network operating expenses increased by
$21.2 million or 5.5% as compared to 2001. The normalized increases were
attributed to transmission and site-related expenses including costs in support
of the roaming/resale agreement with Bell Mobility and Aliant Telecom Wireless.
Enhancements to both PCS and Mike digital networks across Canada helped to
support the increased subscriber base and improve service levels. PCS digital
population coverage increased by 6.0 million (Bell - 4.8 million and Aliant -
1.2 million) from 21.4 million before the roaming/resale agreements to 27.4
million including roaming/resale areas activated by the end of the fourth
quarter. Total digital population coverage (Mike and PCS) as of December 31,
2002, was 25.2 million (27.4 million including all current digital roaming
service areas) as compared to 24.2 million one year ago.
Marketing expenses excluding handset subsidies were $249.4 million for 2002, as
compared to $230.2 million for 2001. The increase was principally the result of
dealer compensation as a result of 37,100 higher postpaid gross subscriber
additions. COA per gross subscriber addition was $497 (excluding any benefit
from the $21.0 million PST ruling) as compared to $502 in 2001. Excluding
retention and migration costs, COA per gross subscriber addition was $425 and
$446 for 2002 and 2001, respectively. Increased retention spending is
consistent with TELUS Mobility's focus on reducing postpaid churn by
contracting and offering incentives to the existing subscriber base.
G&A expenses consist of employee compensation and benefits, facilities, client
services, bad debt and various other expenses. G&A expenses increased by 11.7%
to $512.8 million for 2002, compared to $458.9 million in 2001. The increases
were principally related to an increase in staffing levels in the areas of
client operations, company-owned retail stores, expansion into new coverage
territory, and channel distribution expansion to support subscriber growth and
improve service levels. Employee costs increased due to growth of 5.1% in
staffing levels to 5,420 employees from 5,156 at December 31, 2001. Client
operations expense increased principally due to increases in bad debts and
subscriber related expenses, such as billing and postage charges. Bad debts and
other customer losses increased by $22.6 million for 2002 as compared to 2001.
This significant increase in bad debt and other customer losses was related to
certain temporary impacts related to billing system conversions completed in
2002. By the fourth quarter, such expenses had begun to return to historical
levels as bad debt and other customer losses declined by $5.4 million or 36.2%
as compared to the third quarter of 2002. TELUS Mobility expects bad debt
related expenses to decline to more historical levels in 2003. TELUS Mobility
completed its fifth and final major billing system conversion over the past 18
months with the completion of the Mike billing system conversion in early
October 2002.
Earnings (1) Before Interest, Taxes, Depreciation and Amortization (EBITDA) by
segment
Years ended December 31
($ in millions) 2002 2001 Change %
---------------------------------------------------------------------------------------------------------------------------------
TELUS Communications 1,983.8 2,173.8 (190.0) (8.7)
TELUS Mobility 534.8 355.8 179.0 50.3
---------------------------------------------------------------------------------------------------------------------------------
TELUS Consolidated 2,518.6 2,529.6 (11.0) (0.4)
---------------------------------------------------------------------------------------------------------------------------------
EBITDA (1) margin (2) by segment
Years ended December 31 (%) 2002 2001 Change
---------------------------------------------------------------------------------------------------------------------------------
TELUS Communications 39.0 40.6 (1.6) -
TELUS Mobility 26.3 19.5 6.8 -
TELUS Consolidated 35.9 35.7 0.2 -
---------------------------------------------------------------------------------------------------------------------------------
(1) Excluding Restructuring and workforce reduction costs.
(2) EBITDA divided by total revenue.
TELUS Communications EBITDA, excluding Restructuring and workforce reduction
costs, decreased by $190.0 million for 2002 when compared to 2001, primarily
due to the negative impacts of the changes in contribution rates and the price
cap decision. Normalized for these negative regulatory impacts, TELUS
Communications EBITDA would have increased by $119.3 million. The normalized
improvement is attributable to operational efficiency savings, receipt of ITCs
and increased data revenue, offset by decreases in other areas such as long
distance and voice equipment sales. Non-ILEC negative EBITDA of $107.2 million
for 2002 showed improvement from the negative $145.6 million reported in 2001
due to higher margin revenue growth, cost efficiencies and improved economies
of scale. Non-ILEC negative EBITDA decreased for five consecutive quarters.
TELUS Mobility continued to successfully execute its national strategy focused
on profitable revenue growth. Incremental network revenue flowed through to
EBITDA excluding COA at a rate of 86.0% in 2002, compared to 67.7% in 2001.
Excluding the $21.0 million favourable PST clarification and reduced regulatory
contribution expense of $41.5 million, full year 2002 EBITDA improved by $116.5
million (32.7%) as compared to the same period in 2001. EBITDA margin as a
percentage of network revenue (before the PST clarification) improved to 27.7%
compared to 21.6% in 2001. The improvement in EBITDA margin was attributable to
strong subscriber and revenue growth, economies of scale recognized through
improved efficiencies resulting from the successful integration of TELUS
Mobility's operations, and investments in information systems and technology,
as well as lower contribution charges and the favourable PST clarification. For
TELUS Mobility, EBITDA divided by network revenue was 28.9% in 2002 as compared
to 21.6% in 2001. Excluding the $21.0 million PST clarification, the margin for
2002 was 27.7%.
[consolidated EBITA graph]
Depreciation and amortization
Years ended December 31
($ in millions) 2002 2001 Change %
---------------------------------------------------------------------------------------------------------------------------------
Depreciation 1,213.7 1,127.6 86.1 7.6
Amortization of intangible assets 356.6 366.6 (10.0) (2.7)
---------------------------------------------------------------------------------------------------------------------------------
Depreciation expense increased in 2002 primarily due to $85.5 million higher
expense related to the net growth in capital assets (predominantly in wireless
and data network capital assets) and $29.7 million related to the acquisition
of PSINet. These increases were partially offset by $29.1 million lower
depreciation on network assets due to service life increases implemented in
late 2001.
Commencing January 1, 2002, the Company no longer amortizes intangible assets
with indefinite lives as a result of the required adoption of CICA policy
discussed in Note 2(a) to the Consolidated Financial Statements. In 2001, the
Company recorded amortization of $89.6 million for intangible assets with
indefinite lives. In 2002, amortization for administrative software assets and
subscribers increased by $79.6 million when compared with 2001.
Restructuring and workforce reduction costs
($ in millions) 2002 2001 Change %
---------------------------------------------------------------------------------------------------------------------------------
Years ended December 31 569.9 198.4 371.5 187.2
---------------------------------------------------------------------------------------------------------------------------------
Restructuring and workforce reduction costs were recorded in 2001 and 2002 for
the OEP. In 2001, the Company initiated a phased OEP aimed at improving
operating and capital productivity and competitiveness. The first phase of the
OEP was to complete merger-related restructuring activities in TELUS Mobility
and the reorganization of TELUS Communications. In the first quarter of 2001, a
restructuring charge of $198.4 million was recorded. Approximately one-half of
the 2001 charge was related to integration costs for TELUS Mobility including
the write-down of redundant capital assets, handset reconfiguration costs and
employee severance costs. The remaining charge was related to reorganization
costs in TELUS Communications, including employee severance costs and capital
asset impairment charges. In the first quarter of 2002, the Company recorded a
$12.5 million expense in respect of Restructuring and workforce reduction costs
incurred in excess of the 2001 provision. By December 31, 2001, excluding the
impacts of staff increases associated with acquisitions, there were
approximately 800 net staff reductions as a result of the OEP.
The second phase of the OEP, which commenced at the beginning of 2002,
continued to focus on reducing staff, but also entailed a comprehensive review
of enterprise-wide processes to identify capital and operational efficiency
opportunities. Consequently, on June 7, 2002, the Company initiated a program
offering an Early Retirement Incentive Plan (ERIP) and Voluntary Departure
Incentive Plan (VDIP) to 11,000 of more than 16,000 bargaining unit employees
and on July 11, 2002, the Company announced details on OEP initiatives
including: streamlining of business processes; reducing the TELUS product
portfolio and processes that support them; optimizing the use of real estate,
networks and other assets; improving customer order management; reducing the
scope of corporate support functions; consolidating operational and
administrative functions; and consolidating customer contact centres.
The third phase of the OEP commenced in the third quarter of 2002 and was
focused on operationalizing the above noted initiatives. Twenty-four of the 43
customer contact centres targeted for consolidation were consolidated by
December 31, 2002. All 33 of the TELUS stores targeted for closure were closed
by December 31, 2002. Consolidation of administrative offices was largely
completed by December 31, 2002. TELUS Communications reduced its staff count by
5,200 for the year ended December 31, 2002. Since the inception of the OEP in
2001 through December 31, 2002, the Company has reduced its staff count by
approximately 6,000, comprised of 4,200 bargaining unit positions and 1,800
management positions. TELUS currently expects approximately 1,300 additional
net employee reductions to occur in 2003 as a result of the OEP. See Note 5 to
the Consolidated Financial Statements.
The expense and liability for the ERIP and VDIP programs are recognized when
the employee accepts the Company's formalized offer. The total Restructuring
and workforce reduction expense of $569.9 million for 2002 consisted of a phase
one expense of $12.5 million incurred in 2002, which was in excess of the phase
one 2001 provision, as well as a $557.4 million provision in 2002 related to
the second and third phases of the OEP. This 2002 provision included
management, ERIP, VDIP and other operational efficiency pursuits. An additional
restructuring amount of approximately $20 million is expected to be recorded in
2003 in respect of the OEP for items that were not eligible to be recorded in
2002.
The EBITDA savings for the OEP was approximately $150 million for the year
ended December 31, 2002. The annual savings for 2003 are currently expected to
be approximately $450 million. Thereafter, annual recurring savings are
currently estimated to be approximately $550 million.
Other expense (income), net
($ in millions) 2002 2001 Change %
---------------------------------------------------------------------------------------------------------------------------------
Years ended December 31 40.8 (17.0) 57.8 -
---------------------------------------------------------------------------------------------------------------------------------
Other expense (income) includes impairments in portfolio investments, gains and
losses on disposal of property, charitable donations and accounts receivable
securitization expense. In 2002, impairments totalling $19.6 million were
recorded for certain minority investments, while losses in equity investments
increased by $7.4 million from the same period in 2001. Accounts receivable
securitization expense increased by $2.6 million when compared with 2001, as a
result of the establishment of a new, expanded program at the end of July 2002.
See Note 2(d) and Note 11 to the Consolidated Financial Statements for further
discussion. Other income in 2001 included a $24.5 million gain from the sale of
a fibre asset.
Financing costs
($ in millions) 2002 2001 Change %
---------------------------------------------------------------------------------------------------------------------------------
Years ended December 31 604.1 624.5 (20.4) (3.3)
---------------------------------------------------------------------------------------------------------------------------------
Financing costs for the year ended December 31, 2002 included pre-tax gains on
debt redemption of $82.7 million as well as recognition of interest income of
$24.0 million associated with the receipt of ITCs. The pre-tax gains on debt
redemption arose from the repurchase of approximately $410 million principal
amount of notes and debentures of TELUS Corporation and TELUS Communications
Inc. for a cash outlay of approximately $318 million including commissions and
net of cross-currency swap unwind proceeds. Refer to the discussion under Cash
provided by financing activities for further details. Financing costs for the
year ended December 31, 2001 included a $65.9 million gain on redemption of
Clearnet senior discount notes. See Note 6 to the Consolidated Financial
Statements for the components of Financing costs.
Excluding gains on debt repurchase and redemption and interest income received
on ITCs, Financing costs for the year ended December 31, 2002 increased by
$20.4 million when compared to the same period one year ago. Interest on
long-term and short-term debt increased by $9.3 million in 2002 due to a higher
effective interest rate than in 2001, partly offset by a lower average debt
balance. The effective interest rate on the average debt outstanding was 7.9%
for 2002 (7.8% for 2001), while the average debt outstanding during 2002 was
$8,818 million ($8,916 million for 2001). Other changes to Financing costs
included a $10.9 million decrease in interest income due to a lower volume of
short-term investments.
The short-term obligation and long-term debt balance as at December 31, 2002
decreased by $494 million to $8,388 million from $8,881 million at the end of
2001, while the average term to maturity has decreased to 6.6 years as at
December 31, 2002 (7.6 years as at December 31, 2001).
[financing costs graph]
Refinancing charge from debt restructuring
($ in millions) 2002 2001 Change %
---------------------------------------------------------------------------------------------------------------------------------
Years ended December 31 - 96.5 (96.5) (100.0)
---------------------------------------------------------------------------------------------------------------------------------
As a result of negotiating new senior credit facilities in 2001, a non-cash
refinancing charge of $96.5 million was recorded in 2001 to expense fees
related to interim bridge financing for the acquisition of Clearnet, which were
paid and deferred in 2000.
Income taxes
($ in millions) 2002 2001 Change %
---------------------------------------------------------------------------------------------------------------------------------
Years ended December 31 (42.5) 93.4 (135.9) (145.5)
---------------------------------------------------------------------------------------------------------------------------------
The recovery of income taxes in 2002, when compared with tax expense recorded
in 2001, was primarily due to losses before taxes in 2002 compared with income
before taxes in 2001. The income tax recovery in 2002 was reduced by large
corporations tax (LCT) and future tax expense recorded for revaluation of
future tax assets and liabilities for decreases in statutory tax rates. The tax
expense in 2001 was increased by LCT and future income tax expense for the
revaluation of future income tax assets and liabilities resulting from
prospective changes in income tax rates. See Note 7 to the Consolidated
Financial Statements.
Non-controlling interest
($ in millions) 2002 2001 Change %
---------------------------------------------------------------------------------------------------------------------------------
Years ended December 31 3.1 3.6 (0.5) (13.9)
---------------------------------------------------------------------------------------------------------------------------------
Non-controlling interest for the year ended December 31, 2002 primarily
represents a partner's interest in TELUS International Inc. The decrease in
non-controlling interest for the year ended December 31, 2002, when compared to
the same period in 2001, was mainly due to TELUS' purchase of the remaining 30%
of TELUS Quebec from Verizon on June 30, 2001.
Goodwill amortization
($ in millions) 2002 2001 Change %
---------------------------------------------------------------------------------------------------------------------------------
Years ended December 31 - 174.8 (174.8) (100.0)
---------------------------------------------------------------------------------------------------------------------------------
Commencing January 1, 2002, the Company no longer amortizes goodwill. This is
the result of the required adoption of new accounting rules in CICA Handbook
Section 3062 as discussed in Note 2(a) to the Consolidated Financial
Statements.
Discontinued operations
($ in millions) 2002 2001 Change %
---------------------------------------------------------------------------------------------------------------------------------
Years ended December 31 (1.9) 592.3 (594.2) (100.3)
---------------------------------------------------------------------------------------------------------------------------------
By the end of August 2002, TELUS completed the sale of its U.S. directory
operations. Discontinued operations for the twelve-month period ended December
31, 2001 represented combined income from directory advertising and equipment
leasing businesses prior to their effective divestiture dates and the
respective gains recognized upon divestiture. The sale of TELUS Advertising
Services' Alberta, B.C., and Ontario directory business and TELUS Quebec's
directory business to Verizon's Dominion Information Services closed on July
31, 2001. TELUS exited the equipment leasing business on September 30, 2001.
See Note 8 to the Consolidated Financial Statements.
Preferred dividends
($ in millions) 2002 2001 Change %
---------------------------------------------------------------------------------------------------------------------------------
Years ended December 31 3.5 3.5 - -
---------------------------------------------------------------------------------------------------------------------------------
There were no changes to the quarterly preferred dividend.
Interest on convertible debentures
($ in millions) 2002 2001 Change %
---------------------------------------------------------------------------------------------------------------------------------
Years ended December 31 6.8 7.0 (0.2) (2.9)
---------------------------------------------------------------------------------------------------------------------------------
The interest on convertible debentures is presented net of related income
taxes. As these debentures are convertible into non-voting shares and are
classified as equity on the balance sheet, the related interest is recorded as
a charge to retained earnings rather than an interest expense.
Common share and non-voting share income (loss)
($ in millions) 2002 2001 Change %
---------------------------------------------------------------------------------------------------------------------------------
Years ended December 31 (239.3) 443.0 (682.3) (154.0)
---------------------------------------------------------------------------------------------------------------------------------
The Common share and non-voting share income was reduced for the year ended
December 31, 2002, when compared to the same period in 2001, primarily due to
recognition in 2001 of $592.3 million income in discontinued operations, and
significantly increased Restructuring and workforce reduction costs in 2002 (an
increase of approximately $263 million after tax), partially offset by the
elimination of amortization of intangible assets with indefinite lives and
goodwill (approximately $225 million after tax).
Basic earnings per share decreased by $2.26 from 2001 due to these factors,
partially offset by the impact of distributing the 2002 loss over a larger
average number of shares outstanding. The increase in the average number of
common shares and non-voting shares outstanding was primarily a result of the
September 2002 public equity issue.
[basic earnings (loss) per share graph]
Liquidity and capital resources
Cash provided by operating activities
($ in millions) 2002 2001 Change %
---------------------------------------------------------------------------------------------------------------------------------
Years ended December 31 1,742.0 1,407.8 334.2 23.7
---------------------------------------------------------------------------------------------------------------------------------
Cash provided by operating activities increased for the year ended December 31,
2002, when compared with the same period in 2001, due mainly to a $294.5
million decrease in taxes paid (excluding ITCs, which are also part of EBITDA),
a $331.7 million decrease in investment in accounts receivable in 2002 compared
with an $85.9 million increase in accounts receivable in 2001, and $30.2
million lower negative impacts in non-cash working capital from discontinued
operations, partly offset by $201.9 million higher workforce restructuring
payments, $52.5 million higher paid interest, and $11.0 million lower
consolidated EBITDA.
Cash provided (used) by investing activities
($ in millions) 2002 2001 Change %
---------------------------------------------------------------------------------------------------------------------------------
Years ended December 31 (1,691.1) (1,821.3) 130.2 7.1
---------------------------------------------------------------------------------------------------------------------------------
Net cash used by investing activities decreased in the year ended December 31,
2002 when compared to the same period one year earlier. The decrease was mainly
due to lower capital expenditures and spectrum purchases in 2002 (described in
more detail below), and lower other investing activity in 2002. Cash used for
investing activities in 2001 was reduced by receipt of proceeds from the sale
of non-core assets: $939.6 million from the sale of the directory advertising
business and exiting the equipment leasing business; and $228.4 million
proceeds from the sale of administrative buildings.
Capital expenditures by segment
Years ended December 31
($ in millions) 2002 2001 Change %
---------------------------------------------------------------------------------------------------------------------------------
TELUS Communications 1,238.2 1,605.8 (367.6) (22.9)
TELUS Mobility 455.1 643.6 (188.5) (29.3)
---------------------------------------------------------------------------------------------------------------------------------
Capital expenditures - general 1,693.3 2,249.4 (556.1) (24.7)
TELUS Mobility - wireless spectrum 4.6 355.9 (351.3) (98.7)
---------------------------------------------------------------------------------------------------------------------------------
Total capital expenditures 1,697.9 2,605.3 (907.4) (34.8)
=================================================================================================================================
Capital expenditure intensity (%)(1) 24.2 36.8 (12.6) -
---------------------------------------------------------------------------------------------------------------------------------
(1) Capital expenditures as a percentage of revenue.
TELUS Communications capital expenditures decreased for the year ended December
31, 2002, when compared with the same period in 2001. Non-ILEC expenditures
decreased by $88.4 million to $214.3 million, when compared with 2001, mainly
due to the completion of the national optical carrier network and IP backbone
in 2001 and expenditures on an Intelligent Internet Data Centre in Toronto in
2001. Expenditures for ILEC sustainment decreased by $279.2 million to $1,023.9
million, when compared with 2001, mainly due to $134.2 million lower payments
for software licences and trademarks from Verizon, $75.7 million lower
expenditures on network infrastructure, $60.6 million lower expenditures for
replacing the national long distance and card service platform, and $33.7
million lower expenditures for e.hosting. Expenditures for ADSL initiatives
increased by $4.8 million to $250.9 million, while spending on all other
initiatives increased by $20.2 million including spending on OEP initiatives
such as consolidation of contact centres. For the Communications segment, the
ratio of capital expenditures to revenues decreased to 24.4% in 2002 compared
to 30.0% in the same period in 2001. The ratio for ILEC operations was 22.5% in
2002 as compared to 25.8% in 2001, while the ratio for non-ILEC operations was
40.6% in 2002 as compared to 96.8% in 2001. Reduced capital expenditure
intensity in the Communications segment improved cash flow (EBITDA less capital
expenditures) by $177.6 million to $745.6 million for 2002, when compared to
2001.
In addition to capital expenditures detailed above, a fibre asset was purchased
in June 2001 from a third party for non-monetary consideration of $76.0
million. As this was a non-cash purchase, the amount is not reflected in
Capital expenditures on the Consolidated Statements of Cash Flows.
TELUS Mobility capital expenditures were significantly reduced for the year
ended December 31, 2002, when compared with 2001. TELUS Mobility continued the
enhancement of digital cellular coverage, digitization of the analogue network,
and implementation of the 1X CDMA (code division multiple access) data network.
Excluding the spectrum purchase, capital spending has declined significantly
because of the implementation of the 1X digital network in 2001, digital
conversion of analogue networks in 2001, and reduced coverage expansion costs
in 2002 due to the recently operationalized roaming/resale agreements with Bell
Mobility and Aliant Telecom Wireless. Capital expenditure intensity for TELUS
Mobility was 22.6% in 2002, as compared with 54.7% in 2001 due to both lower
capital spending and growth in network revenues. As a result of continued
EBITDA growth and reduced capital expenditure intensity and spectrum purchases,
Mobility has improved cash flow (EBITDA less capital expenditures) to $75.1
million in 2002, as compared with negative $643.7 million in 2001.
The Company has significantly reduced its consolidated capital expenditure
intensity to 24.2% in 2002 from 36.8% in 2001. Reduced capital expenditure
intensity in 2002 is consistent with TELUS' objective to reduce annual
consolidated capital expenditures to 20% of revenue, or less, in 2003 and
thereafter. On a consolidated basis, as a result of lower capital intensity,
cash flow (EBITDA less capital expenditures) improved by $896.4 million in
2002.
[capital expenditures graph]
Cash provided (used) by financing activities
($ in millions) 2002 2001 Change %
---------------------------------------------------------------------------------------------------------------------------------
Years ended December 31 (77.0) 330.4 (407.4) (123.3)
---------------------------------------------------------------------------------------------------------------------------------
Cash used by financing activities increased in the year ended December 31,
2002, when compared with the same period one year ago, principally due to
$341.2 million of net debt redemptions in 2002, compared with $540.5 million of
net debt issues in 2001, partly offset by common and non-voting shares issued
in September 2002 and reduced dividends paid to shareholders.
In September 2002, a public issuance was completed of 34.25 million non-voting
shares concurrently in Canada and the U.S. at a share price of $9.85 (Canadian
dollars) for aggregate gross proceeds of $337.4 million. In addition, $92.2
million of proceeds were received from common and non-voting shares issued from
Treasury under the employee share purchase plan, from shares issued when
Verizon exercised its pre-emptive rights, from share option plans and from
warrants (compared with $103.1 million of proceeds issued in the same period in
2001 under the same plans). The net proceeds of $322.9 million from the public
share issuance were used to repurchase and repay debt, including bank debt
incurred in the third quarter to repurchase notes of TELUS Corporation and
notes and debentures of TELUS Communications Inc. and for general corporate
purposes. The Company repurchased approximately $410 million principal amount
of such notes for a cash outlay of approximately $318 million including
commissions and net of cross-currency swap unwind proceeds. The repurchased
notes had maturities in the following years and for the approximate face
amounts shown: 2003 ($49 million), 2004 ($10 million), 2006 ($22 million), 2007
($210 million) and 2011 ($118 million). The debt was repurchased at an average
discount of 21%, while equity dilution was limited to 10% from the September
2002 public share issuance.
In addition, dividends paid to shareholders decreased by $189.6 million mainly
due to the 57% reduction in the quarterly dividend rate. The reduction in
dividend payments was partly offset by lower enrolment in the dividend
reinvestment plan throughout the year (approximately 21% for the dividend paid
in October, compared with approximately 44% one year earlier).
Liquidity and capital resource ratios
Years ended December 31 2002 2001 Change
---------------------------------------------------------------------------------------------------------------------------------
Fixed rate debt as proportion of total indebtedness (%) 93.4 94.8 (1.4)
Net debt(1) to total capitalization (%) 56.6 55.5 1.1
Net debt to EBITDA (2) 3.3 3.4 (0.1)
Earnings coverage (3) 0.6 2.0 (1.4)
EBITDA interest coverage (4) 3.7 4.1 (0.4)
---------------------------------------------------------------------------------------------------------------------------------
(1) Long-term debt plus current obligations and cheques outstanding less
Cash and temporary investments and cross-currency foreign exchange hedge
asset (plus cross-currency foreign exchange hedge liability) related to
U.S. dollar Notes. The cross-currency foreign exchange hedge asset as at
December 31, 2002 was $126.8 million ($181.6 million as at December 31,
2001). Net debt as calculated herein, includes a notional amount related
to accounts receivable securitization of approximately $120.4 million at
December 31, 2002 and $30 million at December 31, 2001, which is required
to be included in the numerator of the leverage ratio covenant calculation
in TELUS' credit facilities. The impairment charge to retained earnings
for intangible assets increased the December 31, 2002 net debt to total
capitalization from 54.4% to 56.6%.
(2) Net debt as at December 31, 2002 divided by 12-month trailing EBITDA, where
EBITDA excludes Restructuring and workforce reduction costs.
(3) Earnings coverage ratio is calculated on a 12-month trailing basis as
Net income before interest expense on total debt and income tax expense
divided by interest expense on total debt.
(4) EBITDA excluding Restructuring and workforce reduction costs divided by
financing costs before non-cash accreted interest and gains on redemption
of debt, calculated on a 12-month trailing basis. Accreted interest was
recorded until the second quarter of 2001.
As at December 31, 2002, 93.4% of the Company's total indebtedness was at fixed
rates, limiting the impact of potential interest rate increases in the
short-term. A one per cent change in short term interest rates would have an
approximate $5.5 million annual impact on interest expense based on a December
31, 2002 bank facility balance of $655 million and $107 million of
floating-to-fixed rate swaps.
During the second half of 2002, total debt, after adjusting for the foreign
exchange hedge, decreased by approximately $824 million primarily as a result
of debt repurchases of $410 million principal amount and a reduction of $414
million in the amount drawn under the Company's credit facilities.
TELUS has established an objective for its net debt to EBITDA ratio of 3.0 by
the end of 2003 and less than 2.7 by the end of 2004.
[net debit to total capitalization graph]
The net debt to total capitalization ratio as at December 31, 2002 increased,
when compared to one year ago, mainly due to the non-cash reduction in equity
associated with the impairment charge for intangible assets recorded earlier
this year, net of the proceeds from an equity issue in the third quarter of
2002 and an increase in the notional amount related to sold accounts
receivables added to the debt balance for debt covenant purposes. TELUS has a
long-term objective of reducing its ratio of net debt to total capitalization
to 50% (56.6% as at December 31, 2002).
The net debt to EBITDA ratio for the twelve-month period ended December 31,
2002 improved, when compared with the ratio for the twelve-month period ended
December 31, 2001, mainly due to a reduction of more than $430 million in
short-term and long-term debt net of the cross-currency hedge amount, partly
offset by a $90 million increase in notional amount related to sold accounts
receivable and an $11 million decrease in the 12-month trailing EBITDA of
$2,519 million ($2,530 million one year earlier).
[net debt to EBITDA ratio graph]
The EBITDA interest coverage ratio for the 12 months ended December 31, 2002
decreased as compared to the same period one year earlier, due to 2002
financing costs fully reflecting 2001 investing activities and a lower EBITDA,
partly offset by financing costs being reduced by interest income recorded in
respect of the receipt of ITCs.
[EBITDA interest coverage graph]
Credit facilities
TELUS credit facilities at the end of December 2002 consisted
of a $1.5 billion (or U.S. dollar equivalent) revolving credit facility
expiring on May 30, 2004 ($655 million drawn along with $47 million in
outstanding undrawn letters of credit), an undrawn $800 million (or the U.S.
dollar equivalent) 364-day revolving credit facility extendible at TELUS'
option for any amount outstanding as at May 28, 2003 for one year on a
non-revolving basis, and approximately $74 million in other bank facilities
(nil drawn and approximately $5 million in outstanding undrawn letters of
credit, at December 31, 2002). During the fourth quarter of 2002, the amount
drawn on TELUS' $1.5 billion revolving credit facility increased to $655
million primarily due to cash payments related to the Company's OEP and the
payment of semi-annual interest coupons on the Company's public notes.
Outstanding undrawn letters of credit increased from $47 million to
approximately $102 million after December 31, 2002.
At December 31, 2002, TELUS had unutilized available liquidity well in excess
of $1 billion. TELUS' credit facilities contain customary covenants including a
requirement that TELUS not permit its consolidated Leverage ratio (Funded debt
and Asset securitization amount to trailing 12-month EBITDA) to exceed 4.0:1
(approximately 3.3:1 as at December 31, 2002) and not permit its consolidated
Coverage ratio (EBITDA to Interest expense and Asset securitization charges on
a trailing 12-month basis) to be less than 2.5:1 (approximately 3.6:1 as at
December 31, 2002) at the end of any financial quarter. There are certain
differences in the calculation of the Leverage ratio and Coverage ratio under
the credit agreement as compared with the calculation of Net debt to EBITDA and
EBITDA interest coverage. Calculated to one decimal point, the Leverage ratio
and Net debt to EBITDA were the same at December 31, 2002, while the Coverage
ratio and EBITDA interest coverage ratio were 3.6:1 and 3.7:1, respectively.
Continued access to TELUS' credit facilities is not contingent on the
maintenance by TELUS of a specific credit rating.
Accounts receivable sale
On July 26, 2002, TELUS Communications Inc. (TCI), a wholly-owned subsidiary of
TELUS, signed an agreement with an arm's-length securitization trust under
which TCI is able to sell an interest in certain of its receivables up to a
maximum of $650 million. TCI is required to maintain at least a BBB(low) credit
rating by Dominion Bond Rating Service (DBRS) or the purchaser may require the
sale program to be wound down.
During the third quarter of 2002, TCI terminated a prior securitization trust
agreement dated November 20, 1997. Collection and final remittances in respect
of the accounts receivable subject to the prior securitization transaction were
completed by September 27, 2002.
On September 30, 2002, the new securitization agreement was amended in order to
make available for purchase by the securitization trust, an interest in some of
TCI's other trade receivables of a certain class that were of the type
previously sold to the prior securitization trust. As at December 31, 2002, TCI
had received aggregate cash proceeds of $475 million under its new accounts
receivable securitization program.
TELUS' credit facilities require that a portion of sold accounts receivable be
added to debt for purposes of calculating the Leverage ratio covenant under the
credit agreement. The amount of sold accounts receivable, which is added to
debt for purposes of this ratio, is calculated on a monthly basis and is a
function of the ongoing collection performance of the receivables pool. At
December 31, 2002, this amount, defined as the Asset Securitization Amount, was
approximately $120.4 million.
Credit ratings
As of March 31, 2003, no new rating actions on TELUS' debt had
been announced since July 2002. TELUS has an objective to preserve access to
capital markets at a reasonable cost by maintaining investment grade credit
ratings.
On July 8, 2002, DBRS confirmed its ratings at R-2(high) for TELUS Corporation,
TELUS Communications (Quebec) Inc. and TELUS Communications Inc. commercial
paper, but changed the trend for all to negative. DBRS also downgraded the
ratings for all other debt instruments and changed the trend to negative. On
July 11, 2002, Standard & Poor's (S&P) lowered its ratings of TELUS' long-term
credit and senior unsecured debt to BBB from BBB+ and lowered its Canadian
scale commercial paper rating to A-2 from A-1(low). At the same time, S&P
lowered its ratings for TELUS' wholly-owned subsidiaries, TELUS Communications
(Quebec) Inc. and TELUS Communications Inc. The outlook for all ratings was
changed to negative. On July 23, 2002, Fitch Ratings initiated ratings of
TELUS' and TELUS Communications Inc.'s long-term credit and senior unsecured
debt at BBB with negative outlook. On July 25, 2002, Moody's Investors Service
lowered its ratings of TELUS' long-term credit and senior unsecured debt to Ba1
(non-investment grade) from Baa2. The outlook for the Moody's rating is
negative.
The Company plans to improve its credit ratings over time by increasing its
cash flow and reducing debt through increased operating cash flow, driven in
significant part by the announced OEP in the Communications segment, continued
EBITDA growth in the Mobility segment, lower expected EBITDA losses in non-ILEC
operations, declining capital expenditures, improved working capital, lower
cash income taxes due to application of significant tax losses carried forward
and discounted debt repurchases, as well as equity issuances including employee
and dividend share issuances, among other factors. The Company's mid-term
objective is to have BBB to A- ratings for its long-term credit and senior
unsecured debt.
Credit rating summary
S&P DBRS Moody's Fitch
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TELUS Corporation (1)
Senior bank debt BBB BBB Ba1 BBB
Debentures and Notes BBB BBB Ba1 BBB
Medium-term Notes BBB BBB --- ---
Commercial paper A-2 R-2(high) --- ---
TELUS Communications Inc.(1)
Debentures BBB BBB --- BBB
Medium-term Notes BBB BBB --- BBB
Commercial paper A-2 R-2(high) --- ---
Preferred shares P-3(high) Pfd-3 --- ---
TELUS Communications (Quebec) Inc.(1)
First mortgage bonds BBB BBB --- ---
Debentures BBB BBB --- ---
Medium-term Notes BBB BBB --- ---
Commercial paper A-2 R-2(high) --- ---
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(1) Outlook or trend negative.
Off-balance sheet arrangements and contractual liabilities
Financial instruments (Note 4 to the Consolidated Financial Statements)
TELUS uses various financial instruments, the fair values of which are not
reflected on the balance sheet, to reduce or eliminate exposure to interest
rate and currency risks. These instruments are accounted for on the same basis
as the underlying exposure being hedged.
The Company is exposed to interest rate risk arising from fluctuations in
interest rates on its temporary investments, short-term obligations and
long-term debt. The Company has entered into interest rate swap arrangements
that have the effect of fixing the interest rate on $107 million of floating
rate debt. Hedge accounting is not applied to these swap agreements.
The Company is exposed to currency risks arising from fluctuations in foreign
exchange rates on its U.S. dollar long-term debt. Currency hedging
relationships have been established for the related semi-annual interest
payments and principal payments at maturity. The Company's foreign exchange
risk management also includes the use of foreign currency forwards to fix the
exchange rates on short-term foreign currency transactions and commitments.
Hedge accounting is not applied to these foreign currency forwards.
Counterparties to the Company's interest rate swap agreements and foreign
exchange hedges are major financial institutions that have all been accorded
investment grade ratings by a primary rating agency. The dollar amount of
credit exposure under contracts with any one financial institution is limited
and counterparties' credit ratings are monitored. The Company does not give or
receive collateral on swap agreements and hedges due to its credit rating and
those of its counterparties. While the Company is exposed to credit losses due
to the nonperformance of its counterparties, the Company considers the risk of
this remote; if all counterparties were not to perform, the pre-tax effect
would be limited to the value of the deferred hedging asset.
Commitments and contingent liabilities
The Company has a number of commitments and contingent liabilities as disclosed
in Note 19 to the Consolidated Financial Statements. The Company occupies
leased premises in various centres and has land, buildings and equipment under
operating leases. The Company is also currently engaged in labour contract
negotiations through the federal conciliation process.
2003 Outlook
The Canadian telecommunications industry encountered challenging circumstances
in 2002, as the industry slowdown experienced in 2001 continued. Operators
within the industry were impacted by a number of factors, including continued
pricing pressures, restrictive financial markets, regulatory decisions and a
weaker economic outlook. As a result of competitive intensity and declining
industry revenues in key markets, combined with the inability to access capital
markets, several emerging operators were forced to restructure financially.
Some of these operators have re-emerged or are re-emerging from creditor
protection with recapitalized balance sheets and may compete more vigorously
and/or consolidate.
In 2002, the Canadian telecom industry generated revenues of approximately $33
billion, with Bell Canada and its affiliated regional telcos representing over
50% of the total revenue. TELUS revenues represented $7 billion in 2002,
amounting to about 21% of total revenues for the industry.
Revenue growth in the Canadian telecom market in 2002 was approximately 3%,
less than the 7% growth experienced in 2001, and weakness was evident
especially in the corporate business market. Wireline local voice experienced
flat revenue growth, while long distance continued a decline that has been
evident over the past few years. Enhanced data, Internet and wireless growth
continued in 2002, but at a slower rate than previously anticipated,
particularly in the last half of the year. It is estimated that wireless
revenue growth in Canada was approximately 13% in 2002. The strongest growth
areas remain wireless, data and IP, consistent with TELUS' strategic focus.
TELUS is projecting a 3 to 4% overall revenue growth in 2003 made up of 9 to
11% wireless growth and flat to 1% wireline growth. See "Financial and
operating targets and issues".
In May 2002, the CRTC announced a new price cap regime and reconfirmed the
facilities-based competitive model that will govern until June 2006. This
regime regulates the ILECs with respect to pricing rules for tariffed retail
services and services purchased from the ILECs by competitors. The stated goal
of the CRTC is to support competition in the Canadian telecom industry. The
regulatory decisions on contribution in 2001, and the price cap decisions in
2002, mark the end of material regulatory decisions expected from the CRTC
until the next price cap review for 2006. As a result, three years of relative
regulatory stability are expected going forward.
Capital markets in 2002 continued their pronounced scrutiny of company balance
sheets, in 2002, placing increased focus on current and expected cash flow and
debt loads. The importance placed on more traditional financial metrics has
made the containment of operating costs and capital expenditures more
significant, with capital markets rewarding those companies that are able to
demonstrate strong positive cash flows and de-leveraging prospects. Credit
rating agencies have become more conservative with their reviews, resulting in
most telecom companies facing negative outlooks and/or receiving ratings
downgrades on outstanding debt. In 2002, TELUS continued its Operational
Efficiency Program (OEP), an initiative to significantly enhance productivity.
The Company also significantly reduced its capital expenditures in 2002.
Financial markets have reacted favourably to TELUS' initiatives and the
improvement in cash flow that they entail.
In the current environment of slower revenue growth, industry players are
generally more focused on profitable subscriber growth over mere market share
or revenue expansion, and are emphasizing productivity. In addition, in this
environment, strong and established players in the telecommunications market
are beneficiaries of customers' flight to service quality and stability.
In 2003, telecom companies are expected to be generally more disciplined and to
strive for profitable revenue growth and continued operating and capital cost
containment. Growth prospects remain focused on enhanced data, Internet and
wireless portfolios, with a continued decline in wireline local and long
distance voice revenues. Due to the Company's strategic focus, its national
operations and the capital investments it has made in the past several years,
TELUS believes it is well positioned to take advantage of increased demand
driven by IP-based solutions, such as wireless data services, broadband access,
managed Web hosting, managed applications and entertainment. The wireless
market in Canada is expected to continue its growth similar to what was
experienced in 2002, which was an approximately 4% penetration gain (% of POPs)
to 38%. There is the potential for consolidation within the industry from four
to three national competitors. Trends seen in 2002 are expected to continue
into 2003 including reduced churn rates, stabilization of ARPU, increased focus
on network revenues and strong EBITDA growth despite relative flat industry net
additions.
Key priorities and targets for 2003
TELUS will continue to be guided by its six strategic imperatives established
in mid-2000. For 2003, TELUS is focusing and moving forward on the following
priorities:
1. Continuing to deliver on our efficiency improvement objectives. TELUS is
dedicated to driving a further $300 million in cost reductions in 2003,
while turning to a number of programs to improve customer service,
rationalize our products and eliminate bureaucracy.
2. Improving customer service. A planned outcome for 2003 of the ongoing
operational efficiency program is to focus on improving systems and
processes, increasing training and putting more decision making into the
hands of the employees dealing directly with customers.
3. Enhancing our leadership position in the North American wireless
industry. Building on the momentum from 2002, TELUS Mobility is targeting
to increase EBITDA by 17 to 21% in 2003, and cash flow, as measured by
EBITDA less capital expenditures, is set to more than double to the $175 to
$200 million range.
4. Strengthen our financial position, based on improved operating
performance. TELUS is intent on strengthening its current credit ratings.
The Company wants to improve the three investment grade ratings and
increase the fourth to also be investment grade. This is expected to
be accomplished through generation of significant future free cash flow,
which is planned to be applied primarily to reducing debt. While TELUS does
not control the decisions of the rating agencies, the Company believes that
delivering on our financial targets and improving our leverage ratios will
ultimately have a positive impact.
5. Improving the operating and economic fundamentals of TELUS' business
expansion into Ontario and Quebec. In 2003, the Company is prioritizing
profitable growth as it drives to improve EBITDA and to achieve a breakeven
position by 2004. This is expected to be enabled by cost containment
including focus on increasing the percentage of business carried on TELUS
network facilities ("on-net") and realizing certain post-acquisition
integration synergies.
6. Achieving a settlement with our unionized employees. TELUS is committed
to reaching a collective agreement that considers the competitive
marketplace, balances the needs of all employees and provides the
flexibility to meet the evolving needs of our customers.
Financial and operating targets and issues
The 2003 objectives in the table below were publicly announced on December 16,
2002. For projection purposes, the Company has reflected the expected negative
impact of the 2002 price cap decision, but has not reflected any potential
impact from any future regulatory decisions or federal Cabinet appeals. Review
"Forward-looking statements" and "Risks and uncertainties" for the various
factors that could cause actual future financial and operating results to
differ from those currently expected.
Key assumptions for 2003 operational and financial targets and projections:
* impacts of 2003 price cap decisions are approximately $80 million;
* pension expense expected to increase by $65 million, whereas cash
contributions increased by approximately $20 million;
* potential impacts from future regulatory decisions and Cabinet appeals
are not considered;
* impacts of a potential work stoppage is not incorporated;
* share-based compensation not to be expensed;
* restructuring and workforce reduction costs expected to be recorded in
2003 are estimated to be approximately $20 million;
* no prospective significant acquisitions or divestitures are reflected;
* minimal cash income taxes due to utilization of tax losses carried
forward;
* cash outflow in respect of workforce reductions to be similar to that
recognized in 2002 (approximately $280 million);
* reinvestment of 20% of dividend payments into treasury shares;
* maintenance of the accounts receivable securitization program;
* no new equity issues other than through employee share purchase plans,
dividend reinvestment plans, exercised options and warrants and no
exercise of Verizon's anti-dilutive rights;
* maintenance or improvement of credit ratings
* a four-player wireless market;
* no change in foreign ownership rules; and
* assumed economic growth consistent with provincial and national growth
estimates from the Conference Board of Canada. Annual growth forecasts
include 3.8% for Canada, and provincial estimates of 3.2% for B.C., 4.5%
for Alberta, 4.2% for Ontario and 3.8% for Quebec. Canadian inflation was
assumed to be 2.2%.
There is no assurance that these assumptions or the 2003 financial and
operating targets and projections will turn out to be accurate.
2003 target 2002 Change
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Consolidated
Revenues $7.2 to $7.3 billion $7.0 billion $200 to $300 million
EBITDA (1) $2.7 to $2.8 billion $2.52 billion $180 to $280 million
Earnings (loss) per share 35 to 55 cents (75) cents $1.10 to $1.30
Capital expenditures Approx. $1.5 billion $1.7 billion $(200) million
Free cash flow (2) $500 to $600 million $(26) million $526 to 626 million
Net debt to EBITDA 3.0 times 3.3 times (0.3) times
Communications segment
Revenue (external) $5.0 to $5.05 billion $4.99 billion $10 to $60 million
Non-ILEC revenue $575 million $527 million $48 million
EBITDA (1) $2.075 to $2.15 billion $1.98 billion $95 to $170 million
Non-ILEC EBITDA Approx. $(60) million $(107) million $47 million
Capital expenditures Approx. $1.05 billion $1.24 billion $(190) million
High-speed Internet subscriber net additions 150,000 to 175,000 195,200 (45,200) to (20,200)
Mobility segment
Revenue (external) $2.2 to $2.25 billion $2.02 billion $180 to $230 million
EBITDA (1) $625 to $650 million $535 million $90 to $115 million
Capital expenditures Approx. $450 million $460 million $(10) million
Wireless subscriber net additions 400,000 to 450,000 417,800 (17,800) to 32,200
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(1) Earnings Before Interest, Taxes, Depreciation and Amortization, excluding
Restructuring and workforce reduction costs.
(2) EBITA less capital expenditures, cash interest, cash taxes and cash dividents.
For 2003, TELUS expects earnings per share to improve significantly from the
75-cent loss in 2002. The improvement is planned to arise from an expected $95
to $170 million increase in Communications segment EBITDA and a $90 to $115
million increase in Mobility segment EBITDA.
The expectation of increasing 2003 EBITDA for the Communications segment is
driven by operating efficiency savings and reduced losses in Central Canadian
non-ILEC operations, partially offset by increased pension expenses of $65
million and increased impact from a full year of regulated local price
reductions. Non-ILEC revenues are estimated to grow by approximately 9% for
2003 and non-ILEC negative EBITDA is estimated to improve by approximately 44%
for 2003. Communications 2003 capital expenditures are expected to be lower
than in 2002 due to lower expenditure requirements for high-speed ADSL and
non-ILEC infrastructure, as well as lower payments for software and trademark
licences from Verizon. High-speed Internet net additions are expected to be
strong in 2003, but reflect a slower rate of growth consistent with market
expectations. Communications positive cash flow (EBITDA less capital
expenditures) is expected to increase by $285 to $360 million in 2003.
For the Mobility segment, targeted 2003 revenue growth is 9 to 11% and targeted
EBITDA growth is 17 to 21%. Both revenue and EBITDA are being driven by
wireless subscriber growth expectations of 13 to 15% and continued margin
expansion from improved scale efficiencies. TELUS Mobility 2003 capital
expenditures are expected to be directed toward capacity improvements for
subscriber growth, continued enhancement of digital cellular coverage and
ongoing improvements to the high-speed 1X data networks. Mobility positive cash
flow (EBITDA less capital expenditures) is expected to increase by $100 to $125
million in 2003.
On December 16, 2002 TELUS provided guidance that it was targeting free cash
flow (EBITDA less capex, cash interest, cash taxes and cash dividends) of $300
to $600 million for 2003 compared to negative $26 million in 2002. As a result
of an agreement reached with tax authorities in late February 2003 with respect
to converting future tax assets into taxes receivable, TELUS has increased the
receivable by approximately $200 million to approximately $334 million. The
Company now expects to receive approximately $200 million of such income taxes
receivable in 2003 and expects that cash taxes will be a recovery of
approximately $175 million, net of approximatelt $25 million of Large
Corporations Tax. This is at the high end of the range previously provided . As
a consequence, TELUS currently expects 2003 free cash flow to be $500 to $600
million. Free cash flow as defined is before expected workforce restructuring
cash costs of approximatley $280 million. See Risk and Uncertainties - Tax
matters.
TELUS has a stated policy objective to reduce the ratio of net debt to EBITDA
(see "Liquidity and capital resource ratios") from 3.3 times at December
31,2002 to 3.0 times in December 31, 2003 and to further reduce this ratio to
less than 2.7 times in December 31, 2004.
2003 financing plan
TELUS' financing plan for 2003 is to use free cash flow generated by its
business operations to repay repurchase indebtedness including current
maturities of long-term debt. Dispositions of assets and sales of certain
businesses currently carried on by TELUS may also provide a source of funds.
Leasing and incremental sales of accounts receivable will also be considered to
provide further available liquidity to the Company and to meet any other
financing requirements to the Company. Equity or quasi-equity issuances,
especially in connection with any acquisition activity, could form a part of
the financing activities. TELUS expects to maintain its current position of
fully hedging its foreign exchange exposure. At the end of 2002, approximately
93% of TELUS' total debt was borrowed on a fixed-rate basis. Short-term
obligations totalled $190 million at December 31, 2002 and the weighted average
term to maturity of total debt was 6.6 years. TELUS believes that its
internally generated cash flow, combined with its ability to access external
capital including its bank credit facilities, provides sufficient resources to
finance its cash requirements during 2003 and to maintain appropriate available
liquidity. The Company generally expects to maintain a minimum of $1 billion in
unutilized liquidity.
Risks and Uncertainties
The following sections summarize the major risks and uncertainties that could
affect TELUS' future business results going forward.
Competition
Increased competition, including that arising from the consolidation and
successful recapitalization of smaller industry players, may adversely affect
market shares, volumes and pricing in certain of TELUS' business segments
Competition is expected to remain intense. Competitors are primarily focusing
on local access, data and e.business services in the business market and
high-speed Internet and wireless services across both the consumer and business
markets, as these services offer the highest growth potential. Long distance is
experiencing negative revenue growth and voice local access is experiencing a
decline in network access lines. However, competitors remain intent on winning
market share in the business local and long distance voice market.
Wireline voice and data
TELUS expects local access competition activity in 2003 to focus mainly on the
business market. TELUS' competitors offer varying arrays of long distance,
local and advanced data/IP services. TELUS' major business market competitors
are increasingly bundling long distance with price-discounted local access and
advanced data, Web-based and e-commerce services. Certain of TELUS'
competitors, having built extensive local fibre-optic facilities throughout
Western Canada over the past several years, are increasingly focusing on
marketing and revenue generation, particularly in the small and medium sized
business market due to the size of this market, concentrated geographic urban
clustering of and consequent attractive margins. Some of these competitors have
financial strength and resources and other financially weaker competitors may
gain improved financial strength and competitive viability as a result of
re-capitalization after restructurings.
Competition is likely to continue to remain strong in the large business
market. TELUS was formerly a member of Stentor, an alliance of the major
regional Canadian telecommunications companies established to facilitate the
provision of long distance and data services that cross provincial and national
boundaries, and to facilitate planning and co-ordination of the provision of
national services. In 1998, the former Stentor members agreed to unwind
existing arrangements and replace them with a new set of commercial agreements.
The former members, including TELUS, have largely developed their own systems
and replacement products and services, and competition in the large business
market has intensified accordingly.
During the past few years, TELUS has been active in building and acquiring
local and cross-Canada fibre-optic facilities and Internet data centres (IDCs)
in Central and Western Canada. TELUS is also continuing to build up a Central
Canadian sales organization and an increasingly broader portfolio of
business-oriented data and IP products and services. TELUS has been successful
in increasing Central Canadian revenues to $840 million in 2002 as compared to
negligible revenues in 1999. This growth has been accomplished through a
combination of acquisition and internal growth. However, there can be no
assurance that TELUS will continue to be successful in its efforts to expand
its market share and profitability in Central Canada or that pricing will
remain at reasonable levels as competition remains significant.
Wireless
Competition in the Canadian wireless market is expected to remain intense in
2003 and is expected to increase in Western Canada. TELUS Mobility is targeting
400,000 to 450,000 net subscriber additions in 2003 and there is no assurance
that it will achieve its objective given the level of competition and recent
trend toward declining growth rates in the Canadian wireless industry. Bell
Mobility entered Western Canada in the fall of 2001 and has built its own
network and operational capabilities, launching its own 1X data network in
urban centers in Alberta and B.C. in the fall of 2002. In addition, the
roaming/resale agreements among TELUS Mobility, Bell Mobility and affiliates,
and Aliant Telecom Wireless first operationalized in mid-2002 allows Bell
Mobility to expand its availability and range of wireless services to
approximately 2.5 million incremental POPs throughout rural Alberta and B.C.
much sooner and more cost effectively than if it had to wait to fully build out
its own duplicative rural network coverage. As a result, the entry of Bell
Mobility in such rural areas, has increased the effective number of competitors
to two in such regions. These agreements have similarly allowed TELUS Mobility,
on a reciprocal basis, to expand its PCS network coverage and distribution in
Central and Atlantic Canada by 6 million people, generally currently served by
two other competitors, bringing TELUS Mobility's national digital coverage and
addressable market to 27.4 million. There is no assurance that TELUS Mobility's
marketing efforts will be as successful in the new markets as in existing
coverage areas.
With up to four major players, including TELUS Mobility, currently operating in
each region in the Canadian wireless marketplace, competitive rivalry is
intense. Aggressive advertising and innovative marketing approaches are
expected to continue to be the norm. Certain competitors have offered
subsidized low or "zero" cost handsets and have lowered airtime prices in the
past and may continue to do so. This could increase churn rates, cause
marketing cost of subscriber acquisitions to remain high, and lower average
revenue per subscriber. Microcell Telecommunications Inc. ("Microcell") has
recently received creditor and court approval for the restructing of its debt
and capital. Accordingly, this competitor may enhance its future
competitiveness as a result of such restructuring and recapitalization efforts
or alternatively be acquired by an existing competitor. Accordingly, other
competitors may have increased scale resulting from consolidation or the
financially weaker competitor may gain improved financial strength from the
re-capitalization.
Wireless competition is also coming from new digital wireless technologies,
which may be offered from both traditional and non-traditional sources, that
deliver higher speed data/Internet services over current and next generation
wireless devices. Such availability may also lead to increased re-subsidization
costs related to the migration of existing subscribers to advanced feature
handsets based on newer technologies. There can be no assurance that new
services offered by TELUS Mobility will be available on time, or that TELUS
Mobility will be able to charge incrementally for the services. (See
"Technological advances")
Wireline Internet access
While residential dial-up Internet access competition and growth have subsided,
TELUS expects to face significant competition from high-speed Internet services
of cable-TV companies. In response to extended high speed ADSL coverage by
TELUS, cable-TV companies have increased their marketing efforts. With a
Western Canadian industry high-speed Internet penetration rate already double
that of the U.S., and continued economic uncertainty, industry growth for
Internet service may decline more quickly than anticipated, resulting in
reduced net additions for all industry competitors. TELUS could also experience
high future rates of churn or subscriber deactivations if its current high
quality of service and competitive pricing are not maintained.
In addition, current ADSL modem technology does not permit telecommunications
companies to readily offer high-speed service to all of their service
territories due to distance limitations and the condition of the lines
extending from central offices to customer locations. Extended-reach ADSL
modems now on the market are expected to eliminate some of these limitations
and allow TELUS to address a broader geographical market, but there is no
guarantee these limitations can be fully eliminated. As a result, there is no
assurance that TELUS will be able to achieve its high-speed Internet subscriber
growth targets.
Slower speed dial-up Internet access subscribers are declining due to
competition and attractiveness of high-speed Internet. Losses to high-speed
services of competitors are mitigated by our own efforts to transfer these
customers to our own high-speed ADSL Internet service. There can be no
assurance that the rate of loss of dial-up business or share retained by TELUS
will be as expected.
Voice over Internet Protocol (VoIP)
Internet telephony, also referred to as VoIP, continues to be a developing
service that could negatively impact TELUS' local and long distance business
over the next few years. This technology has been in operation for several
years and in addition, next generation cable-TV modems are expected to allow
cable-TV companies, from a technological standpoint, to begin offering VoIP
over their cable networks. But in addition to the next generation cable modems,
cable companies also need to make considerable investments in back office
functions and infrastructure in order to deliver voice service comparable to
the quality offered by traditional service providers. As a result, in December
2002, TELUS' principal cable-TV competitor announced a delay of up to five
years in offering VoIP service; however, there is no guarantee that their plans
will not change. TELUS launched its own VoIP initiative in the fall of 2001;
however, there can be no assurance of the level of adoption for VoIP services
in the market or that the provision of such service by TELUS would not
cannibalize existing revenues. If significant VoIP competition develops, it
could erode TELUS' existing market share of traditional local and long distance
services and adversely affect future revenues and profitability.
Economic fluctuations
Economic fluctuations may adversely impact TELUS
In 2002, North America's economy experienced lackluster performance. Interest
rate cuts served to stimulate the economy, but the entire market was
significantly impacted by the aftermath of the September 11, 2001 tragedy and a
series of corporate accounting scandals which overshadowed investment market
performance and eroded consumer confidence. During a period of slow economic
growth, including that caused by global turmoil, residential and business
telecommunications customers may delay new service purchases, reduce volumes of
use and/or discontinue use of services. In 2002, bad debt expense increased,
primarily as a result of temporary billing conversion issues, as well as
economic difficulties experienced by certain businesses and consumers.
Economic fluctuations could adversely impact TELUS' profitability and free cash
flow, realization of income tax losses carried forward, return on invested
pension assets and associated pension expenses, bad debt expense and/or require
the Company to record impairments of the carrying value of its assets,
including, but not limited to, its intangible assets with indefinite lives
(which are its spectrum licences) and its goodwill. Impairments to the carrying
value of assets would result in a charge to earnings and a reduction in
shareholders' equity.
Financing and debt requirements
TELUS' business plans and growth could be negatively affected if existing
financing is not sufficient
TELUS may finance its future capital requirements with internally generated
funds as well as, from time to time, borrowings under the unutilized portion of
its bank facility. In May 2002, the 364-day portion of the bank facility was
renewed for $800 million (a reduction of $200 million from the original $1
billion) on substantially the same terms. Continued availability of the $800
million 364-day portion of the bank facility on a revolving basis is dependent
on renewal of this portion of the facility on or prior to its maturity on May
28, 2003 on terms acceptable to TELUS. There can be no assurance that the
364-day portion of the bank facility will be renewed on terms acceptable to the
Company. Failing such renewal, any amount drawn by TELUS on the 364-day portion
of the facility which remains outstanding on May 28, 2003 will be available
only for one year on a non-revolving basis. TELUS has not borrowed under and
does not currently intend to borrow under the 364-day portion of the bank
facility.
Disruptions in the capital markets, increased bank capitalization regulations,
reduced lending to the telecom sector, reduced number of active Canadian
chartered banks as a result of reduced activity or consolidation, could reduce
capital available for corporate credits such as TELUS. The $1.5 billion,
three-year revolving term portion of the bank facility matures on May 30, 2004.
There can be no assurance that the bank facility will be renewed on terms and
in an amount acceptable to the Company. In the absence of such renewal, the
available liquidity of the Company may be negatively affected.
On July 26, 2002, TELUS entered into an agreement with an arm's length
securitization trust under which it is able to sell an interest in certain of
its trade receivables up to a maximum of $650 million. As at December 31, 2002,
TELUS had received aggregate cash proceeds of $475 million. Under the program,
TELUS is required to maintain at least a BBB(low) credit rating by Dominion
Bond Rating Service. In the event this rating is not maintained, the Company
may be required to wind down the program. A change in credit rating could
impact TELUS' cost of and access to capital. There can be no assurance that
TELUS can maintain or improve current credit ratings.
Consistent with its financial policy, TELUS intends to reduce its future debt
leverage and is targeting a debt to EBITDA ratio of 3.0:1 in December 2003 and
less than 2.7:1 in December 2004. This intention could constrain its ability to
invest in its operations for future growth. There is no assurance TELUS will
significantly reduce its debt leverage on a timely basis, if at all.
Tax matters
Income tax assets may not be realized as expected
The operations of TELUS are complex and related tax interpretations,
regulations and legislation are continually changing. The Company has
significant income taxes receivable and future income tax assets, including tax
loss carry forwards. The timing of the monetization or realization of these
receivables or tax assets is uncertain. The timing of the collection of the
income tax receivable is substantially out of the control of the Company and is
dependent on expected assessments, reassessments and other processes by the
Canada Customs and Revenue Agency (CCRA) and other provincial tax authorities.
Therefore, there can be no assurance that taxes will be sheltered as
anticipated and/or the amount and timing of receipt of these assets will be as
currently expected.
Dividends
Current dividend levels may not be maintained
On January 1, 2002, TELUS reduced the quarterly dividend on its common shares
and non-voting shares from 35 cents to 15 cents. This change aligned the
dividend level with its growth strategy and current business profile. On July
25, 2002, TELUS announced that it had no intention of reducing the dividend
further and that it is committed to the maintenance of the existing payout.
While there is no current plan to change the dividend payout, TELUS reviews its
dividend policy quarterly and there can be no assurance that a future change
will not be implemented.
Human resources
The outcome of outstanding labour relations issues may increase costs and
reduce productivity
Collective agreement negotiations between TELUS and the TWU for a new
collective agreement covering approximately 11,300 employees in Alberta and
B.C. are ongoing. Existing agreements expired in December 2000. In the fourth
quarter of 2002, TCI's application to the federal Minister of Labour for
conciliation was granted and two federal conciliators were appointed. TCI and
the TWU mutually agreed to extend the conciliators' appointment in January 2003
through a multi-phase process that may not conclude until the third quarter of
2003. There can be no assurance that the negotiated compensation expenses will
be as planned, or that reduced productivity and work disruptions will not occur
as a result of or following these negotiations.
The TWU made an application to the CIRB in September 2002 seeking
reconsideration of earlier CIRB decisions (dated February 9, 2001 and November
19, 2001) in which the CIRB declined to issue orders sought by the TWU to
impose the terms and conditions of the predecessor BC TEL - TWU collective
agreement on unionized employees in Alberta and instead held that the terms and
conditions of the predecessor Alberta collective agreements would continue to
apply to unionized employees in Alberta pending negotiation of a new collective
agreement for the consolidated Alberta and B.C. bargaining units. In this 2002
application the TWU is again seeking an order that the BC TEL TWU agreement
should apply to all unionized employees in Alberta and B.C. No decision with
respect to this application has been rendered. There can be no assurances that
compensation expense will be as planned, or that reduced productivity and work
disruptions will not occur as a result of or following this pending
application.
In March 2001, the TWU also made an application to the CIRB to extend its
existing TELUS bargaining unit in Alberta and B.C. to include TELE-MOBILE
employees. In its application, the TWU is seeking to include non-unionized
former Clearnet employees and unionized employees in the QuebecTel Mobilite
operations. The TWU also challenged TELUS' position that unionized wireless
employees in Alberta and B.C. are, for the purposes of labour relations,
employees of TELE-MOBILE. In TELUS' view, by operation of law, TELE-MOBILE
employees form a separate bargaining unit (or units) and collective bargaining
in respect of unionized TELE-MOBILE employees should be conducted between
TELE-MOBILE and the TWU. Both these issues are the subject of proceedings
currently before the CIRB, which are anticipated to conclude by the third
quarter of 2003.
In addition to the TELE-MOBILE application, the TWU has made two further
applications seeking to extend its existing TELUS bargaining unit in Alberta
and B.C. to include employees working in TELUS National Systems Inc ("TNS") and
other TELUS employees working east of Alberta (with the exception of employees
working in TELUS Quebec). The TNS applications was received in July 2002 and
the "employees east of Alberta" application in November 2002. Both applications
seek to include currently non-unionized employees and apply to them, the BC
TEL-TWU collective agreement. Neither of these cases has yet been scheduled for
a hearing by the CIRB. There can be no assurance that compensation expense will
be as planned, or that reduced productivity will not occur as a result of or
following any decisions made by these CIRB decisions.
Reliance on key personnel
The success of TELUS is largely dependent on the abilities and experience of
its key employees. Competition for highly skilled and entrepreneurial
management and other employees is intense in the communications industry. The
vast majority of existing share options are currently trading at less than
their respective exercised prices, diminishing their effectiveness as a
retention incentive. There can be no assurance that TELUS can retain its
current key employees or attract and retain additional executive officers or
key employees as needed. The loss of certain key employees, or a deterioration
in employee morale resulting from organizational changes or cost reductions,
including the Operational Efficiency Program, could have an adverse impact upon
TELUS' growth, business and profitability.
Technology
Changing technology in data, IP and wireless may adversely affect revenues,
costs and the value of assets
The pace and scope of technological advancements in the communications industry
are expected to continue to increase at a rapid rate. Three of the universal
characteristics of technological advancements are lower unit costs, lower
operating costs and increasing flexibility. This creates opportunities for new
and existing competitors to offer price reductions and service differentiation
to gain market share. TELUS' future success depends in part upon its ability to
anticipate, invest in and implement new technologies with the levels of service
and prices that its customers expect. TELUS may be required to make more
capital expenditures than are currently expected if a technology's performance
falls short of expectations and TELUS' earnings may also be affected if
technological advances shorten the useful life of certain of its existing
assets.
In 2002, TELUS began to convert its core circuit-based infrastructure to IP
technology. This conversion to Next Generation Network (NGN) may allow TELUS
to: (a) offer integrated services across voice, data and video applications to
customers; (b) improve capital and operating efficiencies; and (c) deliver
improved operating effectiveness in launching and supporting services. However,
there is no assurance that the applications will be available or accepted by
customers as planned, or that the efficiencies will materialize as expected.
Reliance on systems and information technology (IT) may cause service
problems
TELUS, as a complex telecommunications company, is reliant on many legacy and
new IT systems and applications such as billing systems, customer relationship
management software, order entry and service systems, network systems and the
associated complex computer equipment and software. Customer service, revenue
generation and the value of IT assets could be negatively affected if the cost
of IT solutions is uneconomic, legacy systems fail, projects to integrate
systems and applications or introducing new systems and software are not
effective, and third party suppliers fail or do not meet their performance or
delivery obligations.
The digital protocols and technologies utilized by TELUS Mobility may become
technologically inferior, which could adversely affect TELUS
The wireless industry is adopting second (2.5G) and third generation (3G)
technologies that are expected to deliver increased data speeds required for
many new wireless IP and data services. TELUS Mobility's Mike service uses the
iDEN technology protocol and has had operational 2.5G packet data capability
and service offerings for over two years. TELUS Mobility implemented initial 1X
protocol 3G services on its digital CDMA PCS and cellular networks during 2002.
While we believe TELUS Mobility's CDMA protocol has a reasonable and
cost-effective migration path to future evolutions of higher speed 3G, there
can be no assurance that it will be successful and timely. Work is ongoing to
determine an optimal migration path for iDEN to 3G, but there can be no
assurance that the selected path will be successful or that operating expenses
and capital expenditures will be economical.
Furthermore, there can be no assurance that the digital wireless technologies
utilized by TELUS Mobility today will continue to enjoy favourable market
pricing. The pricing for handsets and network infrastructure is subject to
change due to world market buying patterns and foreign exchange rates and as a
result, there may be an adverse impact on TELUS' future expenditures.
TELUS' Mike digital wireless iDEN network is in part differentiated by its
wide-area, high-capacity digital push-to-talk two-way radio dispatch services,
which are marketed as Mike Direct Connect, as well as its installed base of
customer work groups. These services are currently not available from any of
TELUS' major wireless competitors and if they were, we believe that the
installed base of Mike work groups would still represent a significant market
advantage. Development of CDMA based push-to-talk technology may become
commercially available within the next few years. TELUS also operates a CDMA
network and does not currently expect CDMA push-to-talk services will be highly
substitutable for those provided by the iDEN technology utilized by its Mike
network. However, there can be no assurance that CDMA or other cellular
technologies may not develop similar dispatch service functionality, which if
successfully deployed and marketed could reduce or eliminate the competitive
differentiation of TELUS' Mike network.
Regulatory
Regulatory developments could have an adverse impact on TELUS' operating
procedures, costs and revenues
TELUS' telecommunications services are regulated under federal legislation
through the CRTC. The CRTC has taken steps to forbear from regulating prices
for services offered in competitive markets, such as long distance and some
data services, and does not regulate the pricing of wireless services. Major
areas of regulatory review currently include the services made available to
competitors at cost-based rates and a detailed review of the ILECs' incremental
costing methodology.
The outcome of the regulatory reviews, proceedings and court or federal Cabinet
appeals discussed below and other regulatory developments could have a material
impact on TELUS' operating procedures, costs and revenues.
Contribution payment calculation modified by CRTC
The CRTC requires TELUS and other regional telephone companies to provide basic
residential services at below-cost rates in high-cost service areas. The
difference between the costs of these services and the rates charged for them
is made up through higher prices for some services, and through a
"contribution" payment from other TELUS services and services of other
telecommunications providers. Effective January 1, 2001, the CRTC changed the
method used to collect contribution payments from a per-minute charge on long
distance services to a percentage of revenue charge on all telecommunications
service providers including wireline, wireless, data and other services.
Internet, paging and terminal equipment revenues are exempt from the revenue
charge. The CRTC also changed the way in which contribution is pooled for
subsequent distribution from separate company-specific contribution pools to
one national contribution pool. This change resulted in a net positive EBITDA
impact for TELUS in 2001.
In 2002, the percentage of revenue collection method and the national pooling
of contribution payments continued, but the method of calculating the amount of
contribution to be received by companies providing residential basic service in
high-cost service areas changed. The CRTC decision modified the basis upon
which the required subsidy to fund service to high-cost service areas is
calculated. Rather than allowing recovery of company-specific costs, the CRTC
reduced the costs that can be recovered through the contribution regime. As a
result, the amount of contribution to be collected has been significantly
reduced and the percentage of revenue charge applied to all telecommunications
service providers was reduced to 1.3 per cent of eligible revenues in 2002,
down from 4.5 per cent in 2001. In 2002, this resulted in a significant
negative impact on TELUS' revenues and earnings and an estimated year-over-year
reduction in EBITDA of $211 million.
TELUS appealed these decisions in a 'review and vary' application to the CRTC
in September 2001. In October 2002, the CRTC denied TELUS' 'review and vary'
request relating to the costing assumptions used in calculating the subsidy
requirements. However, the CRTC noted that it would consider non-service
specific expenses related to groupings of services in upcoming proceedings.
In January 2003, TELUS filed a petition to the federal Cabinet, requesting a
variance of the CRTC's denial of its 'review and vary' application. The
petition argues that the CRTC employs costs for regulatory purposes that do not
reflect actual company-specific costs, contrary to the Telecommunications Act.
The costs being used are below TELUS' actual costs, given the geography and
population density in its operating territory in Western Canada. The federal
Cabinet can take up to October 2003 to respond to this petition.
TELUS foresees no additional impacts in 2003 from these contribution decisions
absent a favourable Cabinet decision; however, complete assurance that TELUS'
future earnings will not be further adversely affected cannot be given.
2002 price cap regulation decision
Price cap regulation and local competition were introduced in 1998. The CRTC
adopted a facilities-based regulatory model that encouraged competitors to
invest in facilities and did not provide discounts for use of incumbent
facilities. In March 2001, the CRTC began its scheduled public review of the
regulatory regime for 2002 and beyond. TELUS and other incumbent
telecommunications companies sought to modify the price cap regime to achieve
greater pricing flexibility for regulated services. Certain CLECs requested
additional benefits including the use of incumbent facilities at a large
discount. Some parties also requested that the CRTC impose penalties on the
incumbent companies for failure to meet CRTC-established quality of service
indicators. On May 30, 2002 and July 31, 2002, the CRTC announced its decisions
on the Regulatory Framework for the Second Price Cap Period for the ILECs,
which established the framework for regulation of ILECs, including TELUS. These
decisions cover a four-year period beginning June 2002 (for TELUS
Communications Quebec Inc., a four-year period beginning August 2002). The
impact of these decisions was a decrease in consolidated EBITDA of $57 million
for the twelve-month period ended December 31, 2002, when compared to the same
period one year earlier.
The CRTC price cap decisions confirmed TELUS' preferred regulatory model of
facilities-based competition, did not introduce the significantly larger
discounts of up to 70 per cent for use of ILEC facilities sought by
competitors, and allowed TELUS to benefit as it becomes more efficient over and
above an annual 3.5 per cent productivity factor on a subset of its services.
However, the CRTC has extended the regulation of local prices and service
levels, reduced the ability of companies to raise prices, introduced more
complexity and caused a negative impact on TELUS earnings. The price cap
decision initiated a number of implementation proceedings, some of which are
expected to be concluded in 2003. TELUS anticipates an approximate $80 million
negative EBITDA impact for 2003. TELUS can give no assurance that earnings will
not be further adversely affected as rules are reviewed, adjusted or changed.
The price cap decision also established a penalty regime for ILECs that do not
meet the quality of service standards approved by the CRTC. TELUS expects to
pay some penalties for the initial reporting period ending June 2003, but this
amount is not expected to materially affect the Company's earnings in 2003.
However, there can be no assurance that these penalties will not significantly
affect earnings in the future.
Terms of access
TELUS is participating in a CRTC proceeding to establish terms of access to
tenants in multi-unit dwellings such as apartment buildings and office
complexes. Building owners are currently demanding substantial fees for such
access. An interim decision was issued by the CRTC in September 2001 whereby
local exchange carriers, such as TELUS, would "own" in-building wires in
existing buildings. As for new buildings, the building proprietors would "own"
the in-building wires. A further decision on this matter is expected in 2003.
There can be no assurance that the outcome of this decision will not be
materially adverse for TELUS.
A January 2001 decision by the CRTC on the payment of fees for access to
municipal rights of way was favourable to telecommunications and cable-TV
companies, generally restricting payments to reimburse the municipalities'
direct costs caused by the construction of the communications facilities, but
rejecting annual fees to occupy the land. However, this decision was appealed
to the Federal Court of Appeal by certain cities in February 2001. A majority
decision from the Court in December 2002 denied the appeal. A motion for leave
to appeal this decision to the Supreme Court of Canada was filed by the
municipalities in March 2003. If granted, the appeal would likely be heard late
in 2004 or 2005. If annual fees are charged, the earnings of TELUS would be
affected.
Radiocommunication licences regulated by Industry Canada
All wireless communications depend on the use of radio transmissions and
therefore require access to radio spectrum. Under the Radiocommunication Act,
Industry Canada regulates and controls the allocation of spectrum to users and
licenses radio channels within various frequency bands to service providers and
private users. Voice and data wireless communications via cellular, SMR, ESMR
and PCS systems, among others, require such licences. Effective April 2001,
TELUS Mobility's PCS and cellular licences were renewed for a five-year period
under the same terms and conditions, such as: meeting certain performance
levels, meeting Canadian ownership requirements, obligations regarding coverage
and build-out, spending at least 2 per cent of certain PCS and cellular
revenues on research and development, annual reporting, and resale to
competitors. While TELUS believes that it is substantially in compliance with
its licence conditions, there can be no assurance that it will be found to
comply with all licence conditions, or if found not to be compliant that a
waiver will be granted, or that the costs to be incurred to achieve compliance
will not be significant.
Foreign ownership restrictions
TELUS and its subsidiaries are subject to the foreign ownership restrictions
imposed by the Telecommunications Act and the Radiocommunication Act. Although
TELUS believes that TELUS and its subsidiaries have at all times been in
compliance with the relevant legislation, there can be no assurance that a
future CRTC or Industry Canada determination or events beyond TELUS' control
will not result in TELUS ceasing to comply with the relevant legislation. In
addition, TELUS believes that it has fully and satisfactorily addressed certain
foreign ownership-related issues raised by Industry Canada in the course of its
review of TELUS Mobility's eligibility to hold the 24-38 GHz and additional PCS
spectrum licences provisionally awarded to it, and TELUS expects such licences
to be awarded to TELUS Mobility. However, there can be no assurance that it
will receive such licences.
TELUS believes that TELUS Mobility has complied with all eligibility
requirements and notes that Industry Canada renewed its PCS licences in April
2001, but should a favourable determination not be made, the ability of TELUS'
subsidiaries to operate as Canadian carriers under the Telecommunications Act
or to maintain, renew or secure licences under the Radiocommunication Act could
be jeopardized and TELUS' business could be materially adversely affected if
TELUS becomes subject to proceedings before the CRTC or Industry Canada with
respect to compliance with the relevant legislation. TELUS could be materially
adversely affected, even if TELUS were ultimately successful in such a
proceeding.
Process risks
Billing/revenue assurance
TELUS has acquired several companies with a variety of billing systems. The
number of different billing systems at TELUS presents the risk that the systems
are not sufficiently integrated, causing unrecognized revenue leakage, billing
errors in customer accounts and incorrect and inaccurate information being
shared. Given the volume and variety of transactions from these billing
systems, there is a potential impact on TELUS revenues, which may adversely
affect the earnings of TELUS.
Cost and availability of services
The availability of various data, video and voice services in CLEC regions
where the Company's wireline network is only partly available represents a
significant challenge in terms of delivery deadlines, quality and costs of
services. The lease of facilities from other telecommunications companies and
rebilling for the use of their networks may prove to be costly and
unprofitable. To offset these costs and to enhance profitability, the Company
must implement an efficient capital investment plan that enables the migration
of these services on to its own network. Although efforts are being made in
this regard, the Company cannot provide assurance as to results.
Efficiency
To remain cost competitive and maintain profitability when prices are lowered
by regulatory and/or competitor actions, it is important for TELUS to continue
reducing costs. Beginning in 2001 and continuing through to 2003, TELUS has
undertaken a multiphase operational efficiency program (OEP) aimed at improving
operating and capital productivity and competitiveness. The OEP is a
multifaceted program that is focused on reducing staff, optimizing the use of
resources and maintaining and ultimately improving customer service. This is
being accomplished by consolidating functions, closing and consolidating
facilities and streamlining processes. While approximately 5,200 of the
targeted 6,500 staff reductions planned for 2002 and 2003 were complete by end
of 2002, there can be no assurance that the targeted staff reductions,
financial goals and maintenance and improvement of customer service levels will
be achieved in 2003. If TELUS is unable to reduce costs for any reason, we may
not achieve cost competitiveness and the profitability required to be
attractive to investors.
Further, with the local price cap formula regime that was in place from 1998
through to 2002, there was a decrease in certain local prices by a 4.5 per cent
productivity factor less inflation, which under the new regime, has changed to
a 3.5 per cent factor until 2006. It is expected that ongoing efficiency
programs are necessary in order to avoid an adverse impact on earnings.
Health and safety
Concerns about health and safety, particularly in the wireless business, may
affect future prospects
Radio frequency emission concerns
There have been studies which have asserted that radio frequency emissions from
wireless handsets may be linked to certain adverse health effects. However,
there is substantial evidence, as determined and published in numerous
scientific studies worldwide, supporting the conclusion that there is no
demonstrated public health risk associated with the use of wireless phones.
TELUS believes that the handsets sold by TELUS Mobility comply with all
applicable Canadian and U.S. government safety standards.
There can be no assurance that future health studies, government regulation or
public concerns about the health effects of radio frequency omissions would not
have an adverse effect on the business and prospects for TELUS' wireless
business. For example, public concerns could reduce customer growth and usage
or increase costs as a result of the need to modify handsets and from product
liability lawsuits.
Responsible driving
TELUS promotes responsible driving and recommends that driving safely should be
each wireless customer's first responsibility. The Insurance Corporation of
B.C. and the University of Montreal have released studies showing an increase
in distraction levels for drivers using wireless phones while driving (other
activities such as eating, smoking or tuning the radio, were also shown to
increase driver distraction). In December 2002, Newfoundland and Labrador
banned drivers' use of handheld wireless phones while still allowing the use of
hands-free wireless kits. There can be no assurance that other provinces will
not follow. TELUS believes that current laws already adequately address all
forms of careless and negligent driving and that laws that are specific to
mobile phones are unnecessary and counterproductive. There can be no assurance
that laws against utilization of wireless phones while driving will not be
passed and that, if passed, such laws will not have a negative effect on
subscriber growth rates, usage levels and wireless revenues.
Strategic partners
TELUS' interests may conflict with those of its strategic partners
While strategic alliance partners such as Verizon are expected to assist TELUS
in executing its growth strategy in Canada, their interests may not always
align with those of TELUS. This could potentially affect the speed and outcome
of strategic and operating decisions. Also, the insolvency of Genuity and the
sale of its assets to Level 3 could potentially affect TELUS' provisioning of
certain IP-based telecommunications services, especially into the U.S., and the
current arrangements among TELUS, Verizon and Genuity.
Sales of substantial amounts of TELUS shares by our strategic partners may
cause our share price to decline
Some of TELUS' strategic partners may decide to sell all or part of their share
positions. For example, Motorola is permitted to sell its 9.7 million
non-voting shares, a 2.8 per cent economic interest. Verizon could sell a
portion of its 73.4 million common and non-voting shares, a 21.2 per cent
economic interest, although it is not permitted to reduce its shareholding to
less than 19.9 per cent of all outstanding common and non-voting shares without
the prior approval of a majority of the independent directors on the TELUS
Board. Sales of substantial amounts of TELUS shares, or the perception that
these sales may occur, could adversely affect the market price of TELUS shares.
EXHIBIT 3: Audited Consolidated Financial Statements as at and for the year
ended December 31, 2002
===============================================================================
TELUS CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
===============================================================================
MANAGEMENT'S REPORT
Management is responsible to the Board of Directors for the preparation of the
consolidated financial statements of the Company and its subsidiaries. These
statements have been prepared in accordance with Canadian Generally Accepted
Accounting Principles ("GAAP") and necessarily include some amounts based on
estimates and judgements. Financial information presented elsewhere in this
annual report is consistent with that in the consolidated financial statements.
The Company maintains a system of internal controls that provides management
with reasonable assurance that assets are safeguarded and that reliable
financial records are maintained. This system includes written policies and
procedures, an organizational structure that segregates duties and a
comprehensive program of periodic audits by the internal auditors. The Company
has also instituted policies and guidelines that require employees to maintain
the highest ethical standards, and has established mechanisms for the reporting
to the audit committee of perceived accounting and ethics policy complaints.
Annually the Company performs an extensive risk assessment process, which
includes interviews with senior management and conducts a risk management
survey distributed to a large sample of employees. Results of this process
influence the development of the internal audit program. Key enterprise-wide
risks are assigned to executive owners for the development and implementation
of appropriate risk mitigation plans. The Company has recently instituted a
Sarbanes-Oxley certification enablement process, which, among other things,
cascades informative certifications from the key stakeholders within the
financial reporting process which are reviewed by the Chief Executive Officer
and the Chief Financial Officer as part of their due diligence process.
The Chief Executive Officer and the Chief Financial Officer have evaluated the
effectiveness of the Company's disclosure controls and procedures related to
the preparation of the management's discussion and analysis and the
consolidated financial statements contained in this report. They have concluded
that the Company's disclosure controls and procedures were adequate and
effective to ensure that material information relating to the Company and its
consolidated subsidiaries would be made known to them by others within those
entities, particularly during the period in which the management's discussion
and analysis and the consolidated financial statements contained in this report
were being prepared.
There were no significant changes in the Company's internal controls or in
other factors that could significantly affect internal controls subsequent to
when they were evaluated, nor were there any significant deficiencies or
material weaknesses in these controls requiring corrective actions.
The shareholders appointed Arthur Andersen LLP as the external auditors of the
Company at its annual meeting on May 1, 2002. As a result of the partners and
staff of the Canadian operations of Arthur Andersen LLP joining Deloitte &
Touche LLP in June 2002, the Board of Directors appointed Deloitte & Touche
LLP, as external auditors of the Company to fill the vacancy left when Arthur
Andersen LLP ceased operations in Canada. Deloitte & Touche LLP has been
appointed to express an opinion as to whether these consolidated financial
statements present fairly the Company's consolidated financial position and
operating results in accordance with Canadian GAAP. Their report follows.
The Board of Directors has reviewed and approved these consolidated financial
statements. To assist the Board in meeting its responsibility, it has appointed
an audit committee that is comprised of a majority of independent directors,
which oversees the financial reporting process. The committee meets no less
than quarterly with management (including the internal auditors) and the
external auditors to review various matters. It receives quarterly reports on:
internal audit program results and evaluation of internal control systems; risk
management services including notable projects for the quarter, legal claims
and environmental issues; disaster recovery plans and financial derivative
exposure. The audit committee also reviews and approves methods of controlling
corporate assets and information systems on a quarterly basis and reviews major
accounting policies including alternatives and potential key management
estimates or judgements. The committee's terms of reference are available, on
request, to shareholders.
Robert G. McFarlane
Executive Vice-President
and Chief Financial Officer
AUDITORS' REPORT
To the Shareholders of TELUS Corporation
We have audited the consolidated balance sheet of TELUS Corporation as at
December 31, 2002 and the consolidated statements of income, retained earnings
and cash flows for the year then ended. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with Canadian generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall 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,
2002 and the results of its operations and its cash flows for the year then
ended in accordance with Canadian generally accepted accounting principles. As
required by the British Columbia Companies Act, we report that, in our opinion,
except for the changes in accounting policies described in Note 2, these
principles have been applied on a consistent basis.
The consolidated financial statements of TELUS Corporation as at December 31,
2001, were audited by other auditors whose report dated February 4, 2002,
expressed an unqualified opinion on those statements.
Deloitte & Touche LLP
Chartered Accountants
Vancouver, B.C.
January 31, 2003
CONSOLIDATED STATEMENTS OF INCOME
Years ended December 31 (millions) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
OPERATING REVENUES $ 7,006.7 $ 7,080.5
---------------------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES
Operations 4,488.1 4,550.9
Depreciation 1,213.7 1,127.6
Amortization of intangible assets (Note 2(a)) 356.6 366.6
Restructuring and workforce reduction costs (Note 5) 569.9 198.4
---------------------------------------------------------------------------------------------------------------------------------
6,628.3 6,243.5
---------------------------------------------------------------------------------------------------------------------------------
OPERATING INCOME FROM CONTINUING OPERATIONS 378.4 837.0
Other expense (income), net 40.8 (17.0)
Financing costs (Note 6) 604.1 624.5
Refinancing charge from debt restructuring - 96.5
---------------------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES,
NON-CONTROLLING INTEREST AND GOODWILL AMORTIZATION (266.5) 133.0
Income taxes (recovery) (Note 7) (42.5) 93.4
Non-controlling interest 3.1 3.6
Goodwill amortization (Note 2(a)) - 174.8
---------------------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM CONTINUING OPERATIONS (227.1) (138.8)
Discontinued operations (Note 8) (1.9) 592.3
---------------------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) (229.0) 453.5
Preference and preferred share dividends 3.5 3.5
Interest on convertible debentures, net of income taxes 6.8 7.0
---------------------------------------------------------------------------------------------------------------------------------
COMMON SHARE AND NON-VOTING SHARE INCOME (LOSS) $ (239.3) $ 443.0
=================================================================================================================================
INCOME (LOSS) PER COMMON SHARE AND NON-VOTING SHARE ($) (NOTE 9)
Basic - Continuing operations (0.75) (0.51)
- Discontinued operations - 2.02
- Net income (loss) (Note 2(a)) (0.75) 1.51
Diluted- Continuing operations (0.75) (0.51)
- Discontinued operations - 2.02
- Net income (loss) (Note 2(a)) (0.75) 1.51
DIVIDENDS DECLARED PER COMMON SHARE AND NON-VOTING SHARE ($) 0.60 1.20
TOTAL WEIGHTED AVERAGE COMMON SHARES AND NON-VOTING SHARES OUTSTANDING (MILLIONS)
- BASIC 317.9 294.2
- DILUTED 317.9 294.2
=================================================================================================================================
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
Years ended December 31 (millions) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
BALANCE AT BEGINNING OF YEAR $ 1,654.8 $ 1,563.4
Transitional impairment of intangible assets with indefinite lives (Note 2(a)) (595.2) -
---------------------------------------------------------------------------------------------------------------------------------
Adjusted opening balance 1,059.6 1,563.4
Net income (loss) (229.0) 453.5
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830.6 2,016.9
Less: Common Share and Non-Voting Share dividends paid in cash 150.9 247.0
Common Share and Non-Voting Share dividends reinvested
in shares issued from Treasury 39.0 104.6
Preference and preferred share dividends 3.5 3.5
Interest on convertible debentures, net of income taxes 6.8 7.0
---------------------------------------------------------------------------------------------------------------------------------
BALANCE AT END OF Year (Note 18) $ 630.4 $ 1,654.8
=================================================================================================================================
The accompanying notes are an integral part of these consolidated financial statements
CONSOLIDATED BALANCE SHEETS
Years ended December 31 (millions) 2002 2001
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ASSETS
Current Assets
Cash and temporary investments, net (Note 1(j)) $ - $ 17.1
Accounts receivable (Notes 2(d), 11) 640.4 972.1
Income and other taxes receivable 134.0 7.1
Inventories 96.5 118.6
Current portion of future income taxes (Note 7) 138.8 147.0
Prepaid expenses and other 163.5 180.7
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1,173.2 1,442.6
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Capital Assets, Net (Note 12)
Property, plant, equipment and other 8,025.9 7,924.2
Intangible assets subject to amortization (Note 2(a)) 998.5 980.1
Intangible assets with indefinite lives (Note 2(a)) 2,950.1 3,855.5
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11,974.5 12,759.8
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Other Assets
Deferred charges (Note 13) 725.3 685.2
Future income taxes (Note 7) 1,170.3 996.9
Investments 48.1 56.4
Goodwill (Note 14) 3,124.6 3,320.9
Other 3.8 3.8
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5,072.1 5,063.2
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$18,219.8 $19,265.6
=================================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Cash and temporary investments, net (Note 1(j)) $ 9.0 $ -
Accounts payable and accrued liabilities 1,198.8 1,166.4
Restructuring and workforce reduction accounts payable and accrued liabilities (Note 5) 400.4 109.7
Dividends payable 52.2 45.5
Advance billings and customer deposits 330.3 310.8
Short-term obligations (Note 15) 190.3 229.9
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2,181.0 1,862.3
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Long-Term Debt (Note 16) 8,197.4 8,651.4
---------------------------------------------------------------------------------------------------------------------------------
Future Income Taxes (Note 7) 992.3 1,326.6
---------------------------------------------------------------------------------------------------------------------------------
Other Long-Term Liabilities (Note 17) 405.3 432.6
---------------------------------------------------------------------------------------------------------------------------------
Non-Controlling Interest 11.2 8.0
---------------------------------------------------------------------------------------------------------------------------------
Shareholders' Equity (Note 18)
Convertible debentures 148.5 147.4
Preference and preferred shares 69.7 69.7
Common equity 6,214.4 6,767.6
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6,432.6 6,984.7
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$18,219.8 $19,265.6
=================================================================================================================================
Commitments and Contingent Liabilities (Note 19)
The accompanying notes are an integral part of these consolidated financial statements
Approved by the Directors:
Director: Director:
CONSOLIDATED STATEMENT OF CASH FLOWS
Years ended December 31 (millions) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
Income (loss) from continuing operations $ (227.1) $ (138.8)
Items not affecting cash:
Depreciation and amortization 1,570.3 1,494.2
Goodwill amortization - 174.8
Future income taxes 9.2 (167.1)
Gain on redemption of long-term debt (82.7) (65.9)
Asset write-off related to restructuring 0.3 30.5
Refinancing charge from debt restructuring - 96.5
Net pension credits (9.8) (46.7)
Other, net (17.8) (8.2)
---------------------------------------------------------------------------------------------------------------------------------
Operating cash flow before restructuring and workforce reduction costs 1,242.4 1,369.3
Restructuring and workforce reduction costs, net of cash payments (Note 5) 290.7 96.0
---------------------------------------------------------------------------------------------------------------------------------
Operating cash flow 1,533.1 1,465.3
Net change in non-cash working capital from continuing operations (Note 20(a)) 213.2 (22.6)
Operating cash flow and net change in non-cash working capital
from discontinued operations (Note 20(b)) (4.3) (34.9)
---------------------------------------------------------------------------------------------------------------------------------
Cash provided by operating activities 1,742.0 1,407.8
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INVESTING ACTIVITIES
Capital expenditures (Note 12) (1,693.3) (2,249.4)
Purchase of spectrum (4.6) (355.9)
Acquisitions, net of cash acquired (Note 3) - (375.4)
Proceeds from the sale of property - 228.4
Proceeds from divestitures (Note 8) 8.2 939.6
Other (1.4) (8.6)
---------------------------------------------------------------------------------------------------------------------------------
Cash provided (used) by investing activities (1,691.1) (1,821.3)
---------------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Common Shares and Non-Voting Shares issued 92.2 103.1
Public issuance of Non-Voting Shares (Note 18(i)) 337.4 -
Cost of public issuance of Non-Voting Shares (Note 18(i)) (14.5) -
Dividends to shareholders (135.6) (325.2)
Long-term debt issued (Note 16(b)-(c)) 644.2 7,152.1
Redemptions and repayment of long-term debt (Notes 16(b), (d)-(e)) (901.0) (1,878.3)
Change in short-term obligations (84.4) (4,733.3)
Interest on convertible debentures (11.2) (12.3)
Amortization of debt issue costs and other (4.1) 24.3
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Cash provided (used) by financing activities (77.0) 330.4
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CASH POSITION
Increase (decrease) in cash and temporary investments, net (26.1) (83.1)
Cash and temporary investments, net, beginning of year 17.1 100.2
---------------------------------------------------------------------------------------------------------------------------------
Cash and temporary investments, net, end of year $ (9.0) $ 17.1
=================================================================================================================================
SUPPLEMENTAL DISCLOSURE
Interest paid $ 675.8 $ 623.3
=================================================================================================================================
Income taxes (inclusive of Investment Tax Credits (Note 7)) paid (received) $ (18.6) $ 329.7
=================================================================================================================================
The accompanying notes are an integral part of these consolidated financial statements
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
TELUS Corporation is one of Canada's largest telecommunications companies,
providing a full range of telecommunications products and services. The Company
is the largest incumbent telecommunications service provider in Western Canada
and provides data, Internet Protocol, voice and wireless services to Central
and Eastern Canada.
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.
The term "Company" is used to mean TELUS Corporation and, where the context of
the narrative permits or requires, its subsidiaries.
(a) Consolidation
The consolidated financial statements include the accounts of the Company and
all of the Company's subsidiaries, of which the principal ones are: TELUS
Communications Inc. (including the TELE-MOBILE COMPANY partnership), TELUS
Quebec Inc. (including TELUS Communications (Quebec) Inc.) and TELUS Services
Inc. (including TELUS Enterprise Solutions Partnership).
(b) Use of Estimates
The preparation of financial statements in conformity with Generally Accepted
Accounting Principles ("GAAP") 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.
Examples of significant estimates include: the key economic assumptions used to
determine the fair value of residual cash flows arising from accounts
receivable securitization; the allowance for doubtful accounts; the allowance
for inventory obsolescence; the estimated useful lives of assets; the
recoverability of intangible assets with indefinite lives; the recoverability
of long-term investments; the recoverability of goodwill; the composition of
future income tax assets and future income tax liabilities; the accruals for
restructuring and workforce reduction costs; and certain actuarial and economic
assumptions used in determining defined benefit pension costs, accrued pension
benefit obligations and pension plan assets.
(c) Revenue Recognition
The Company earns the majority of its revenue (voice local, voice contribution,
voice long distance, data and mobility network) from access to, and usage of,
the Company's telecommunication infrastructure. The majority of the balance of
the Company's revenue (other and mobility equipment) arises from providing
products facilitating access to, and usage of, the Company's telecommunication
infrastructure.
Voice Local, Voice Long Distance, Data and Mobility Network: The Company
recognizes revenues on the accrual basis and includes an estimate of revenues
earned but unbilled. Wireline and wireless service revenues are recognized
based upon usage of the Company's network and facilities and upon contract
fees.
Advance billings are recorded when billing occurs prior to rendering the
associated service; such advance billings are recognized as revenue in the
period in which the services are provided. Similarly, upfront customer
activation and installation fees, along with the corresponding direct costs not
in excess of the revenues, are deferred and recognized over the average
expected term of the customer relationship.
When the Company receives no identifiable, separable benefit for consideration
given to a customer, the consideration is recorded as a reduction of revenue
rather than as an expense as the Company considers this to result in a more
appropriate presentation of transactions in the financial statements.
Voice Contribution: The Canadian Radio-television and Telecommunications
Commission ("CRTC") has established a portable subsidy mechanism to subsidize
Local Exchange Carriers, such as the Company, that provide residential service
to high cost service areas ("HCSAs"). The CRTC, has determined the per line/per
band portable subsidy rate for all Local Exchange Carriers. The Company
recognizes the portable subsidy on an accrual basis by applying the subsidy
rate to the number of residential network access lines it has in HCSAs.
Other and Mobility Equipment: The Company recognizes product revenues,
including wireless handsets sold to re-sellers and customer premises equipment,
when the products are delivered and accepted by the end-user customers. When
the Company receives no identifiable, separable benefit for consideration given
to a customer, the consideration is recorded as a reduction of revenue rather
than as an expense as the Company considers this to result in a more
appropriate presentation of transactions in the financial statements.
Non-HCSA Deferral Account: On May 30, 2002, and on July 31, 2002, the CRTC
issued Decision 2002-34 and Decision 2002-43, respectively, pronouncements that
will affect the Company's wireline revenues for four-year periods beginning
June 1, 2002, and August 1, 2002, respectively. In an effort to foster
competition for residential basic service in non-high cost service areas
("non-HCSAs"), the concept of a deferral account mechanism was introduced by
the CRTC, as an alternative to mandating price reductions.
The deferral account arises from the CRTC requiring the Company to defer the
income statement recognition of a portion of the monies received in respect of
residential basic services provided to non-HCSAs. The revenue deferral is based
on the rate of inflation (as measured by a chain-weighted GDPPI index), less a
productivity offset of 3.5%, and an "exogenous factor" that is associated with
allowed recoveries in previous price cap regimes that have now expired. The
Company may recognize the deferred amounts upon the undertaking of qualifying
actions, such as Service Improvement Programs ("SIPs") in qualifying non-HCSAs,
rate reductions (including those provided to competitors as required in
Decision 2002-34 and Decision 2002-43) and/or rebates to customers. To the
extent that a balance remains in the deferral account, interest is required to
be accrued at the Company's short-term cost of borrowing.
The Company has adopted the liability method of accounting for the deferral
account. This results in the Company recording a liability to the extent that
activities it has undertaken, realized rate reductions for Competitor Services
and other future qualifying events do not extinguish the balance of the
deferral account. As at December 31, 2002, a liability of $23 million has been
recorded and is included with advance billings and customer deposits. Other
than for the interest accrued on the balance of the deferral account, which
would be included in financing costs, all income statement effects of the
deferral account are recorded through operating revenues.
(d) Advertising Costs
Costs of advertising production, airtime and space are expensed as incurred.
(e) Research and Development
Research and development costs are expensed except in cases where development
costs meet certain identifiable criteria for deferral. Deferred development
costs are amortized over the life of the commercial production, or in the case
of serviceable property, plant and equipment, are included in the appropriate
property group and are depreciated over its estimated useful life. Research and
development costs incurred during the year amounted to $40 million (2001 - $32
million) of which $39 million (2001 - $18 million) was capital in nature.
(f) Depreciation and Amortization
Assets are depreciated on a straight-line basis over their estimated useful
life as determined by a continuing program of studies. The composite
depreciation rate for the year ended December 31, 2002, was 6.6% (2001 - 6.6%).
Depreciation includes amortization of assets under capital leases.
Intangible assets with finite lives ("intangible assets subject to
amortization") are amortized on a straight-line basis over their estimated
lives; estimated lives are annually reviewed. The wireline subscriber bases are
amortized over 50 years and wireless subscriber bases are amortized over 7
years (see Note 2(a)). Software is amortized over 3 to 5 years and access to
rights-of-way and other are amortized over 7 to 30 years.
Commencing January 1, 2002, rather than being systematically amortized, the
carrying value of intangible assets with indefinite lives, and goodwill, are
periodically tested for impairment. The frequency of the impairment test
generally is the reciprocal of the stability of the relevant events and
circumstances, but intangible assets with indefinite lives must, at a minimum,
be tested annually; the Company has selected December as its annual test time.
No impairment amount arose from the December 2002 annual test. The test is
applied to each of the Company's two reporting units (the reporting units being
identified in accordance with the criteria in the Canadian Institute of
Chartered Accountants ("CICA") Handbook section for intangible assets and
goodwill): Communications and Mobility. Consistent with current
industry-specific valuation methods, the Company uses a discounted cash flow
model as a part of determining the fair value of its spectrum licences.
The Company assesses its goodwill by applying the prescribed method of
comparing the fair value of its reporting units to the carrying amounts of its
reporting units. Consistent with current industry-specific valuation methods,
the Company uses a combination of the discounted cash flow and the market
comparable approach in determining the fair value of its reporting units.
(g) Translation of Foreign Currencies
Trade transactions completed in foreign currencies are translated into Canadian
dollars at the rates prevailing at the time of the transactions. Monetary
assets and liabilities denominated in foreign currencies are translated into
Canadian dollars at the rate of exchange in effect at the balance sheet date
with any resulting gain or loss being included in the Consolidated Statements
of Income (see Note 6).
The Company applies hedge accounting to the financial instruments used to
establish designated currency hedging relationships for its U.S. Dollar
denominated long-term debt future cash outflows (semi-annual interest payments
and principal payments at maturity) (see Note 4 and Note 16(b)). The purpose of
hedge accounting, in respect of the Company's designated currency hedging
relationships, is to ensure that counterbalancing gains and losses are
recognized in the same periods.
In order to apply hedge accounting, a high correlation (which indicates
effectiveness) is required in the offsetting changes in the values of the
financial instruments (the "hedging items") used to establish the designated
currency hedging relationships and of the U.S. Dollar denominated long-term
debt (the "hedged items"). The Company assesses the anticipated effectiveness
of designated hedging relationships at inception and for each reporting period
thereafter. A designated hedging relationship is considered effective by the
Company if the following critical terms match between the hedging item and the
hedged item: the notional amount of the hedging item and the principal of the
hedged item; maturity dates; payment dates, and interest rate index. Any
ineffectiveness, such as from a difference between the notional amount of the
hedging item and the principal of the hedged item, is reflected in the
Consolidated Statements of Income as "Financing costs".
In the application of hedge accounting, an amount (the "hedge value") is
recorded in respect of the fair value of the hedging items only to the extent
that their value counterbalances the difference between the Canadian dollar
equivalent of the value of the hedged items at the rate of exchange at the
balance sheet date and the Canadian dollar equivalent of the value of the
hedged items at the rate of exchange in the hedging items. Unrealized changes
in the fair value of hedging items, net of the hedge value recorded (see Note
13), are recognized when all the hedged cash flows have occurred (see Note 6).
If a previously effective designated hedging relationship becomes ineffective,
all gains or losses relating to the hedging item are prospectively reflected in
the Consolidated Statements of Income as "Financing costs".
(h) Income Taxes
The Company follows the liability method of accounting for income taxes. Under
this method, current income taxes are recognized for the estimated income taxes
payable for the current year. Future income tax assets and liabilities are
recognized for temporary differences between the tax and accounting bases of
assets and liabilities as well as for the benefit of losses available to be
carried forward to future years for tax purposes that are more likely than not
to be realized.
The Company's research and development activities may be eligible to earn
Investment Tax Credits ("ITCs"). The Company's research and development
activities and their eligibility to earn ITCs is a complex matter and, as a
result, the threshold of more likely than not is normally only achieved after
the relevant taxation authorities have made specific determinations. When it is
more likely than not that the ITCs will be received, they are accounted for
using the cost reduction method whereby such credits are deducted from the
expenditures or assets to which they relate (see Note 7).
(i) Share-Based Compensation
The Company applies the intrinsic value based method of accounting for
share-based compensation awards granted to employees. Accordingly, no
compensation cost is recorded in the accounts for its share option plans.
Canadian GAAP requires that a fair value be determined for share options at the
date of grant and that such fair value is recognized in the financial
statements. In respect of share options awarded to employees, it is permissible
to use either the fair value based method or the intrinsic value based method,
however, if the intrinsic value based method is used, pro forma disclosure is
required so as to show what the effect would have been had the fair value based
method been applied (see Note 10). Proceeds arising from the exercise of share
options are credited to share capital.
(j) Cash and Temporary Investments, Net
Cash and temporary investments, which include investments in money market
instruments that are purchased three months or less from maturity, are
presented net of outstanding items including cheques written but not cleared by
the bank as at the balance sheet date. Cash and temporary investments, net, are
classified as a liability on the balance sheet when the amount of the cheques
written but not cleared by the bank exceeds the amount of the cash and
temporary investments.
(k) Sales of Receivables
Effective July 1, 2001, transfers of receivables in securitization transactions
are recognized as sales when the Company is deemed to have surrendered control
over the transferred receivables and consideration, other than for its
beneficial interests in the transferred receivables, has been received. When
the Company sells its receivables, it retains reserve accounts, which are
retained interests in the securitized receivables, and servicing rights. When a
transfer is considered a sale, the Company derecognizes all receivables sold,
recognizes at fair value the assets received and the liabilities incurred and
records the gain or loss on sale in "Other expense (income), net". Such gain or
loss recognized on the sale of receivables depends in part on the previous
carrying amount of the receivables involved in the transfer, allocated between
the receivables sold and the retained interests based upon their relative fair
market value at the sale date. The Company estimates the fair value for its
retained interests based on the present value of future expected cash flows
using management's best estimates of the key assumptions - credit losses, the
weighted average life of the receivables sold and discount rates commensurate
with the risks involved.
For transfers of receivables occurring prior to July 1, 2001, the transactions
were recognized as sales of receivables when the significant risks and rewards
of ownership were transferred to the purchasers.
(l) Inventories
The Company's inventory consists primarily of wireless handsets, parts and
accessories and communications equipment held for resale. Inventories of
wireless handsets, parts and accessories are valued at the lower of cost and
replacement cost, with cost being determined on an average cost basis.
Inventories of communications equipment are valued at the lower of cost and net
realizable value, with cost being determined on an average cost basis.
(m) Capital Assets
Property is recorded at historical cost and, with respect to self-constructed
property, includes materials, direct labour and applicable overhead costs. In
addition, where construction projects exceed $20 million and are of a
sufficiently long duration, an amount is capitalized for the cost of funds used
to finance construction (see Note 6). The rate for calculating the capitalized
financing costs is based on the Company's one-year cost of borrowing.
When property, plant and/or equipment are sold by the Company, the historical
cost less accumulated depreciation is netted against the sale proceeds and the
difference is included in the Consolidated Statements of Income as "Other
expense (income), net".
(n) Leases
Leases are classified as capital or operating depending upon the terms and
conditions of the contracts.
Where the Company is the lessee, asset values recorded under capital leases are
amortized on a straight-line basis over the period of expected use. Obligations
recorded under capital leases are reduced by lease payments net of imputed
interest.
For the year ended December 31, 2002, real estate and vehicle operating lease
expenses, which are net of the amortization of the deferred gain on the
sale-leaseback of buildings (see Note 17 and Note 21), were $151.2 million
(2001 - $135.7 million).
Revenue from operating leases of equipment is recognized when service is
rendered to customers. The leased equipment is depreciated in accordance with
the Company's depreciation policy.
Prior to exiting the equipment leasing business conducted through its
subsidiary (see Note 8), Telecom Leasing Canada (TLC) Limited, in 2001, the
subsidiary acted as a financing intermediary in situations where TELUS was the
lessor. The long-term leases receivable represented the present value of future
lease payments receivable due beyond one year. Finance income derived from
these financing leases was recorded so as to produce a constant rate of return
over the terms of the leases.
(o) Investments
The Company accounts for its investments in affiliated companies over
which it has significant influence using the equity basis of accounting whereby
the investments are initially recorded at cost and subsequently adjusted to
recognize the Company's share of earnings or losses of the investee companies
and reduced by dividends received. The excess of the cost of equity investments
over the underlying book value at the date of acquisition, except for goodwill,
is amortized over the estimated useful lives of the underlying assets to which
it is attributed.
The Company accounts for its other investments using the cost basis of
accounting whereby investments are initially recorded at cost and earnings from
such investments are recognized only to the extent received or receivable.
Carrying values of equity and cost investments are reduced to estimated market
values if there is other than a temporary decline in the value of the
investment; such reduction recorded is included in the Consolidated Statements
of Income as "Other expense (income), net".
(p) Other Long-Term Liabilities - Individual Line Service Program
Included in "Other Long-Term Liabilities" are past contributions from the
Government of Alberta under the Individual Line Service program, which are
recognized as revenue on a straight-line basis over the estimated useful life
of the related assets (which is reached in 2003). The amount to be recognized
as revenue within one year is included with "Advance billings and customer
deposits" in the Consolidated Balance Sheets.
(q) Employee Defined Benefit Plans
The Company accrues its obligations under employee defined benefit plans and
the related costs, net of plan assets. The cost of pensions and other
retirement benefits earned by employees is actuarially determined using the
projected benefit method pro-rated on service and management's best estimate of
expected plan investment performance, salary escalation and retirement ages of
employees. For the purpose of calculating the expected return on plan assets,
those assets are valued at fair value. The excess of the net actuarial gain
(loss) over 10% of the greater of the benefit obligation and the fair value of
the plan assets is amortized over the average remaining service period of
active employees of the plan.
2. Change in Accounting Policies
(a) Intangible Assets and Goodwill
Commencing January 1, 2002, the new recommendations of the CICA for intangible
assets and goodwill apply to the Company (CICA Handbook Section 3062) (see Note
1(f)).
The Company's intangible assets with indefinite lives, which are its spectrum
licences, were tested for impairment as at January 1, 2002, and the impairment
amount (the "transitional impairment amount") of $595.2 million ($910.0 million
before tax) was considered to arise from a change in accounting policy and was
charged directly to opening retained earnings.
Similarly, goodwill was also to be tested for impairment as at January 1, 2002.
The Company completed this test in the first quarter of 2002 and determined
there was no goodwill transitional impairment amount.
In accordance with the new requirements, net income (loss) for prior periods
presented is to be adjusted to exclude amortization expense (including any
related tax effects) recognized in those periods related to goodwill and
intangible assets with indefinite lives; the corresponding per share amounts
are also required to be adjusted.
Years ended December 31 (millions except per share amounts) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Net income (loss)
As reported $ (229.0) $ 453.5
Add back: Goodwill amortization - 174.8
Amortization of intangible assets with indefinite lives (a) - 50.8
---------------------------------------------------------------------------------------------------------------------------------
As adjusted $ (229.0) $ 679.1
=================================================================================================================================
Income (loss) per Common Share and Non-Voting Share - basic and diluted
As reported $ (0.75) $ 1.51
Add back: Goodwill amortization - 0.60
Amortization of intangible assets with indefinite lives (a) - 0.17
---------------------------------------------------------------------------------------------------------------------------------
As adjusted $ (0.75) $ 2.28
=================================================================================================================================
(a) Net of taxes of $38.8 for the year ended December 31, 2001.
As required, TELUS reviewed the estimated useful lives associated with its
intangible assets that are subject to amortization. Generally accepted
accounting principles require that changes in estimates, such as the useful
lives of assets, be applied prospectively. The Company's review resulted in the
following changes, effected in the first quarter of 2002, to the estimated
useful lives of intangible assets that are subject to amortization:
Estimated useful lives
Current Former
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Subscribers - wireline 50 years 40 years
Subscribers - wireless 7 years 7 to 10 years
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(b) Revenue Recognition - Consideration Given by a Vendor to a Customer
Commencing January 1, 2002, the Company adopted the provisions of the Financial
Accounting Standards Board's Emerging Issues Task Force dealing with accounting
for consideration given by a vendor to a customer (EITF 01-9), on a retroactive
basis (see Note 1(c)). The Company considers this accounting change, which is
required for U.S. GAAP reporting purposes, to result in a more appropriate
presentation of transactions in the financial statements. For the year ended
December 31, 2002, the impact of the change was to reduce operating revenues
and operating expenses, for Mobility operations (both in 2002 and 2001) and
Internet operations (in 2002 only), by $139.5 million (2001 - $122.1 million).
The adoption of EITF 01-9 did not have an effect on the Company's financial
position, key operating measures or cash flows.
(c) Share-Based Compensation
Commencing January 1, 2002, the Company adopted the new recommendations of the
CICA dealing with accounting for share-based compensation (CICA Handbook
Section 3870) (see Note 1(i)). As required, the accounting change was applied
prospectively.
The CICA's Accounting Standards Board has announced that it anticipates
finalizing, in 2003, amendments to Section 3870 which would result in companies
no longer being allowed to use the intrinsic value method of accounting for
share-based compensation; the amendments would be effective commencing with
2004 fiscal years.
(d) Sales of Receivables
During the third quarter of 2002, the Company adopted the guidance of the CICA
dealing with accounting for transfers of receivables (CICA Accounting Guideline
AcG-12) (see Note 1(k)). As required, the accounting change was applied
prospectively.
(e) Translation of Foreign Currencies
During the fourth quarter of 2001, the Company adopted the new recommendations
of the CICA dealing with gains and losses arising from translation of
non-current monetary assets and liabilities denominated in a foreign currency
(CICA Handbook Section 1650) (see Note 1(g)). The accounting change was applied
on a retroactive basis and resulted in no material change.
(f) Earnings Per Share
On January 1, 2001, the Company adopted the new recommendations of the CICA
dealing with the calculation and reporting of earnings per share (CICA Handbook
Section 3500) (see Note 9).
3. Business Acquisitions
On October 12, 2001, the Company acquired PSINet's Canadian operations. The
transaction has been accounted for as an asset purchase except for the
acquisition of shares in CADVision Development Corporation, which was accounted
for by the purchase method. Effective October 12, 2001 onwards, PSINet's and
CADVision's results are included in the Company's Consolidated Statements of
Income.
On June 29, 2001, the Company acquired all of the remaining 30% externally held
shares of TELUS Quebec Inc., from Verizon Communications Inc., a significant
shareholder. The transaction has been accounted for using the purchase method.
The Company acquired 100% of the outstanding shares of Arqana Technologies
Inc., an information technology infrastructure services provider (July 4,
2001), Daedalian eSolutions Inc., an e.business solutions company (June 21,
2001), Williams Communications Canada Inc., a national data network company
(May 31, 2001), and Columbus Group Communications Inc., an Internet
professional services company (April 4, 2001) for a total of $106.1 million
including acquisition costs. The total purchase consideration comprised of
$79.2 million cash and $26.9 million of TELUS non-voting shares. The
transactions have been accounted for using the purchase method. In addition to
the recorded purchase price of these acquisitions, there is a total of $0.5
million (2001 - $10.7 million) of contingent consideration, which may be
payable depending on revenues earned in the acquired companies and certain
other criteria. Effective from the purchase dates onwards, the results of these
acquisitions are included in the Company's Consolidated Statements of Income.
Year ended December 31, 2001 (millions) PSINet TELUS Quebec Inc. Other (a) Total
---------------------------------------------------------------------------------------------------------------------------------
Cash $ 139.9 $ 124.9 $ 110.6 $ 375.4
Non-Voting Shares - 160.1 26.9 187.0
---------------------------------------------------------------------------------------------------------------------------------
Total purchase price, including acquisition costs $ 139.9 $ 285.0 $ 137.5 $ 562.4
=================================================================================================================================
Total identifiable assets $ 138.0 $ 282.6 $ 91.5 $ 512.1
Total liabilities 3.6 140.0 48.6 192.2
---------------------------------------------------------------------------------------------------------------------------------
Net assets acquired 134.4 142.6 42.9 319.9
Goodwill created 5.5 142.4 94.6 242.5
---------------------------------------------------------------------------------------------------------------------------------
$ 139.9 $ 285.0 $ 137.5 $ 562.4
=================================================================================================================================
(a) Includes Arqana Technologies Inc., Daedalian eSolutions Inc., Williams
Communications Canada Inc. and Columbus Group Inc.
4. Financial Instruments
The Company's financial instruments consist of cash and temporary investments,
accounts receivable, leases receivable, bank indebtedness, accounts payable,
restructuring and workforce reduction accounts payable, dividends payable,
short-term obligations, long-term debt, interest rate swap agreements, foreign
exchange hedges and convertible debentures.
The Company uses various financial instruments, the fair values of some which
are not reflected on the balance sheets, to reduce or eliminate exposure to
interest rate and currency risks. These instruments are accounted for on the
same basis as the underlying exposure being hedged. The majority of these
instruments, which were newly added during 2001, pertain to TELUS' U.S. Dollar
borrowing. Use of these instruments is subject to a policy, which requires that
no derivative transaction be effected for the purpose of establishing a
speculative or a levered position, and sets criteria for the credit worthiness
of the transaction counterparties.
Price risk - interest rate: The Company is exposed to interest rate risk
arising from fluctuations in interest rates on its temporary investments,
short-term obligations and long-term debt. The Company has entered into
interest rate swap agreements that have the effect of fixing the interest rate
on $107 million of floating rate debt. Hedge accounting is not applied to these
swap agreements.
Price risk - currency: The Company is exposed to currency risks arising from
fluctuations in foreign exchange rates on its U.S. Dollar denominated long-term
debt. Currency hedging relationships have been established for the related
semi-annual interest payments and principal payments at maturity (see Note 1(g)
and Note 16(b)).
The Company's foreign exchange risk management also includes the use of foreign
currency forwards to fix the exchange rates on short-term foreign currency
transactions and commitments. Hedge accounting is not applied to these foreign
currency forwards.
Credit risk: The Company is exposed to credit risk with respect to its
short-term deposits, accounts and leases receivable, interest rate swap
agreements and foreign exchange hedges.
Credit risk associated with short-term deposits is minimized substantially by
ensuring that these financial assets are placed with governments,
well-capitalized financial institutions and other creditworthy counterparties.
An ongoing review is performed to evaluate changes in the status of
counterparties.
Credit risk associated with accounts and leases receivable is minimized by the
Company's large customer base, which covers all consumer and business sectors
in Canada. The Company follows a program of credit evaluations of customers and
limits the amount of credit extended when deemed necessary. The Company
maintains provisions for potential credit losses, and any such losses to date
have been within management's expectations.
Counterparties to the Company's interest rate swap agreements and foreign
exchange hedges are major financial institutions that have all been accorded
investment grade ratings by a primary rating agency. The dollar amount of
credit exposure under contracts with any one financial institution is limited
and counterparties' credit ratings are monitored. The Company does not give or
receive collateral on swap agreements and hedges due to its credit rating and
those of its counterparties. While the Company is exposed to credit losses due
to the nonperformance of its counterparties, the Company considers the risk of
this remote; if all counterparties were not to perform, the pre-tax effect
would be limited to the value of the deferred hedging asset (Note 13).
Fair value: The carrying value of cash and temporary investments, bank
indebtedness, accounts receivable, leases receivable, accounts payable,
restructuring and workforce reduction accounts payable, dividends payable and
short-term obligations approximates their fair values due to the immediate or
short-term maturity of these financial instruments.
The fair values of the Company's long-term debt and convertible debentures are
estimated based on quoted market prices for the same or similar issues or on
the current rates offered to the Company for debt of the same maturity as well
as the use of discounted future cash flows using current rates for similar
financial instruments subject to similar risks and maturities. The fair values
of the Company's derivative financial instruments used to manage exposure to
interest rate and currency risks are estimated similarly.
2002 2001
---------------------------------------------------------------------------------------------------------------------------------
(millions) Carrying Fair Carrying Fair
amount value amount value
---------------------------------------------------------------------------------------------------------------------------------
Long-term debt $ 8,387.7 $ 8,338.2 $ 8,796.8 $ 9,126.7
Convertible debentures $ 148.5 $ 137.6 $ 147.4 $ 150.7
Derivative financial instruments used to
manage exposure to interest rate and
currency risks (a) (Note 13) $ 134.1 $ 315.7 $ 190.1 $ (7.5)
---------------------------------------------------------------------------------------------------------------------------------
(a) Notional amount outstanding $4,925.7 (2001 - $5,280.6).
5. Restructuring and Workforce Reduction Costs
Restructuring and workforce reduction costs were recorded in 2001 and 2002 for
Operational Efficiency Program ("OEP") costs. In 2001, the Company initiated a
phased OEP aimed at improving operating and capital productivity and
competitiveness. The first phase of the OEP was to complete merger-related
restructuring activities in TELUS Mobility and the reorganization for TELUS
Communications. In the first quarter of 2001, a restructuring charge of $198.4
million was recorded. Approximately one-half of the 2001 charge was related to
integration costs for TELUS Mobility including the write-down of redundant
capital assets, handset reconfiguration costs and employee severance costs. The
remaining charge was related to reorganization costs in TELUS Communications,
including employee severance costs and capital asset impairment charges. By
December 31, 2001, excluding the impacts of staff increases associated with
acquisitions, there were approximately 800 net staff reductions as a result of
the OEP.
The second phase of the OEP, which commenced at the beginning of 2002,
continued to focus on reducing staff, but also entailed a comprehensive review
of enterprise-wide processes to identify capital and operational efficiency
opportunities. Consequently, on June 7, 2002, the Company initiated a program
offering an Early Retirement Incentive Plan ("ERIP") and a Voluntary Departure
Incentive Plan ("VDIP") to 11,000 of over 16,000 bargaining unit employees and
on July 11, 2002, the Company announced details on OEP initiatives including:
streamlining of business processes; reducing the TELUS product portfolio and
processes that support them; optimizing the use of real estate, networks and
other assets; improving customer order management; reducing the scope of
corporate support functions; consolidating operational and administrative
functions; and consolidating customer contact centres.
The third phase of the OEP commenced in the third quarter of 2002 and was
focused on operationalizing the above noted initiatives. Twenty-four of the 43
customer contact centres targeted for consolidation were consolidated by
December 31, 2002. All 33 of the TELUS stores targeted for closure were closed
by December 31, 2002. Consolidation of administrative offices was largely
completed by December 31, 2002. TELUS reduced its staff count by approximately
5,200 for the year ended December 31, 2002. Since the inception of the OEP in
2001, up to December 31, 2002, the Company has reduced its staff count by
approximately 6,000, comprised of 4,200 bargaining unit positions and 1,800
management positions. TELUS currently expects approximately 1,300 additional
net employee reductions as a result of the OEP to occur in 2003.
The expense and liability for the ERIP and VDIP programs are recognized when
the employee accepts the Company's formalized offer. The total restructuring
and workforce reduction expense of $569.9 million for 2002 consisted of phase
one expense of $12.5 million incurred in 2002, which was in excess of the phase
one 2001 provision, as well as a $557.4 million provision in 2002 related to
the second and third phases of the OEP. This 2002 provision included management
and bargaining unit ERIP and VDIP employee acceptances and planned involuntary
terminations, qualifying lease terminations and other operational efficiency
pursuits. An additional restructuring amount of approximately $20 million is
expected to be recorded in 2003 in respect of the OEP for items that were not
eligible to be recorded in 2002.
Years ended December 31 (millions) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Workforce reduction costs
Voluntary (Early Retirement Incentive Plan,
Voluntary Departure Incentive Plan and other) (a) $ 403.9 $ 94.6
Involuntary and other (b) 153.5 73.3
---------------------------------------------------------------------------------------------------------------------------------
557.4 167.9
Lease termination charges 10.1 -
Asset write-off and other charges 2.4 30.5
---------------------------------------------------------------------------------------------------------------------------------
Restructuring and workforce reduction costs 569.9 198.4
Less: Current payments 273.8 71.9
Asset write-off related to restructuring and other - 30.5
Reclassified to other long-term liabilities
(pension and other post-retirement benefit liabilities) 5.4 -
---------------------------------------------------------------------------------------------------------------------------------
Restructuring and workforce reduction costs, net of cash payments $ 290.7 $ 96.0
=================================================================================================================================
(a) Includes an amount of $65.7 in respect of multi-employer pension plan
expense that allowed qualifying employees the opportunity to retire with a
normal pension earlier than they otherwise would have (see Note 22).
(b) Includes an amount of $5.4 in respect of defined benefit pension plans that
allowed qualifying employees the opportunity to retire with a normal pension
earlier than they otherwise would have (see Note 22).
6. Financing Costs
Years ended December 31 (millions) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Interest on long-term debt $ 711.3 $ 560.4
Interest on short-term obligations and other 3.6 145.2
Foreign exchange (gain) loss (a) (1.5) 0.9
Gain on redemption of long-term debt (b) (82.7) (65.9)
---------------------------------------------------------------------------------------------------------------------------------
630.7 640.6
Capitalized interest during construction (0.7) (3.3)
Interest income (25.9) (12.8)
---------------------------------------------------------------------------------------------------------------------------------
$ 604.1 $ 624.5
=================================================================================================================================
(a) These amounts include losses of $NIL (2001 - $1.5) in respect of hedge
ineffectiveness (see Note 1(g)).
(b) These amounts include gains of $4.3 (2001 - $41.2), which arose from the
associated settlement of financial instruments which hedged U.S. dollar
denominated long-term debt that was extinguished (see Note 16(b) and Note
16(h)).
7. Income Taxes
Years ended December 31 (millions) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Current $ (51.7) $ 260.5
Future 9.2 (167.1)
---------------------------------------------------------------------------------------------------------------------------------
$ (42.5) $ 93.4
=================================================================================================================================
The Company's income tax expense (recovery) differs from that calculated by
applying statutory rates for the following reasons:
Years ended December 31 ($ in millions) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Basic blended federal and provincial tax
at statutory income tax rates $ (105.0) 39.4% $ 52.7 39.6%
Non-taxable portion of gains (16.4) -
Revaluation of future tax assets and liabilities
for decreases in statutory rates 31.3 14.9
Non-tax effected elements of net income before tax 10.0 0.2
Prior year rates applied to settlement of tax issues 2.4 -
Other 11.0 6.6
---------------------------------------------------------------------------------------------------------------------------------
(66.7) 25.0% 74.4 55.9%
Large corporations tax 24.2 19.0
---------------------------------------------------------------------------------------------------------------------------------
Income tax expense (recovery) per
Consolidated Statements of Income $ (42.5) 15.9% $ 93.4 70.2%
=================================================================================================================================
As referred to in Note 1(b), the Company must make significant estimates in
respect of the composition of its future income tax assets and future income
tax liabilities. The operations of the Company are complex, and related
tax interpretations, regulations and legislation are continually changing. As a
result, there are usually some tax matters in question. Temporary differences
comprising the future tax assets (liabilities) are estimated as follows:
(millions) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Capital assets
Property, plant, equipment, other and intangible assets subject to amortization $ 291.2 $ 399.3
Intangible assets with indefinite lives (992.3) (1,326.6)
Reserves not currently deductible 145.7 28.7
Losses available to be carried forward 765.8 642.9
Other 106.4 73.0
---------------------------------------------------------------------------------------------------------------------------------
$ 316.8 $ (182.7)
=================================================================================================================================
Presented on the Consolidated Balance Sheets as:
Future tax assets
Current $ 138.8 $ 147.0
Non-current 1,170.3 996.9
---------------------------------------------------------------------------------------------------------------------------------
1,309.1 1,143.9
Future tax liabilities (992.3) (1,326.6)
---------------------------------------------------------------------------------------------------------------------------------
Net future tax assets (liabilities) $ 316.8 $ (182.7)
=================================================================================================================================
The Company conducts research and development activities, which are eligible to
earn Investment Tax Credits (see Note 1(e) and Note 1(h)). During the year
ended December 31, 2002, the Company recorded Investment Tax Credits of $67.2
million (2001 - NIL) of which $50.5 million (2001 - NIL) was recorded as a
reduction of Operations Expense and the balance was recorded as a reduction of
capital expenditures.
8. Discontinued Operations
Pursuant to two agreements, one effective August 14, 2002, and one effective
August 31, 2002, the Company sold its U.S. directory business to two
arm's-length parties, for total proceeds of approximately $8 million and
recognized a loss of $2.2 million (before and after tax) on the sale.
On June 1, 2001, the Company entered into an agreement, that closed on July 31,
2001, to sell substantially all of TELUS Advertising Services directory
business and TELUS Quebec directory business to Dominion Information Services
Inc., a wholly-owned subsidiary of a related party, Verizon Communications
Inc., a significant shareholder, for total proceeds of $810 million
representing fair market value. In the third quarter of 2001, the Company
recognized a gain of $546.3 million ($710.9 million before tax) on the sale.
Effective September 30, 2001, the Company exited the equipment leasing business
by securitizing its equipment leasing portfolio to an arm's-length trust
through a concurrent lease agreement. The equipment-leasing portfolio will be
financed, administered and serviced by a third party on behalf of the trust. As
part of this transaction, the Company has entered into a long-term agreement
whereby the third party will become the preferred provider of future equipment
financing for TELUS customers. The gain and other income on the transaction was
$3.9 million ($7.1 million before tax).
As a result of these transactions, the operating results of the affected
directory and equipment leasing operations have been included in the
Consolidated Statements of Income as "discontinued operations".
At December 31, 2002, and 2001, no material assets or liabilities of the
discontinued operations remained. Income statement disclosures for discontinued
operations are as follows:
TELUS Advertising Services Equipment Leasing Total
Years ended December 31 (millions) 2002 2001 2002 2001 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Revenues $ 5.0 $ 190.0 $ - $ 9.4 $ 5.0 $ 199.4
=================================================================================================================================
Operating results to measurement date
Income (loss) before income taxes $ 0.3 $ 74.8 $ - $ 3.4 $ 0.3 $ 78.2
Income taxes - 34.5 - 1.6 - 36.1
---------------------------------------------------------------------------------------------------------------------------------
Income (loss) from operations to
measurement date 0.3 40.3 - 1.8 0.3 42.1
Gain (loss) and other
- Gross (2.2) 710.9 - 7.1 (2.2) 718.0
- Income tax - 164.6 - 3.2 - 167.8
---------------------------------------------------------------------------------------------------------------------------------
- Net (2.2) 546.3 - 3.9 (2.2) 550.2
---------------------------------------------------------------------------------------------------------------------------------
Discontinued operations $ (1.9) $ 586.6 $ - $ 5.7 $ (1.9) $ 592.3
=================================================================================================================================
9. Per Share Amounts
Basic net income (loss) from continuing operations per Common Share and
Non-Voting Share is calculated by dividing Common Share and Non-Voting Share
income (loss) from continuing operations by the total weighted average Common
Shares and Non-Voting Shares outstanding during the period. Basic net income
(loss) per Common Share and Non-Voting Share is calculated by dividing Common
Share and Non-Voting Share income (loss) by the total weighted average Common
Shares and Non-Voting Shares outstanding during the period. Diluted income per
Common Share and Non-Voting Share is calculated to give effect to share options
and warrants and shares issuable on conversion of debentures. The convertible
debentures had no dilutive effect in the periods presented. Per share amount
calculations for discontinued operations employ the same number of Common
Shares and Non-Voting Shares as used in the income (loss) from continuing
operations calculations.
The following tables present the reconciliations of the numerators and
denominators of the basic and diluted per share computations for income before
discontinued operations.
Years ended December 31 (millions) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Income (loss) from continuing operations $ (227.1) $ (138.8)
Deduct:
Preference and preferred share dividends 3.5 3.5
Interest on convertible debentures 6.8 7.0
---------------------------------------------------------------------------------------------------------------------------------
Basic and diluted Common Share and Non-Voting Share income (loss) from continuing operations $ (237.4) $ (149.3)
=================================================================================================================================
Years ended December 31 (millions) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Basic total weighted average Common Shares and Non-Voting Shares outstanding 317.9 294.2
Effect of dilutive securities
Exercise of share options and warrants (a) - -
---------------------------------------------------------------------------------------------------------------------------------
Diluted total weighted average Common Shares and Non-Voting Shares outstanding 317.9 294.2
=================================================================================================================================
(a) Share options, in the amount of 0.9 for the year ended December 31,
2001, were excluded from the calculations, as they were anti-dilutive.
10. Share-Based Compensation
The Company applies the intrinsic value based method of accounting for
share-based compensation awards granted to employees. Accordingly, no
compensation cost is recorded in the accounts for its share option plans. For
share options granted after 2001, disclosure of the impact on earnings and
earnings per share as if the fair value based method of accounting for the
share-based compensation had been applied is required. Such impact, using a
weighted average fair value of $5.10 for options granted in 2002 would
approximate the following pro forma amounts:
Year ended December 31 (millions except per share amounts) 2002
---------------------------------------------------------------------------------------------------------------------------------
Compensation cost $ 6.9
Net income (loss)
As reported $ (229.0)
Pro forma $ (235.9)
Net income (loss) per Common Share and Non-Voting Share
Basic and diluted
As reported $ (0.75)
Pro forma $ (0.77)
---------------------------------------------------------------------------------------------------------------------------------
Due to the fact that only share options granted after 2001 are included, these
pro forma disclosures are not likely to be representative of the effects on
reported net income (loss) for future years.
The fair value of each option granted is estimated on the date of grant using
the Black-Scholes model with weighted average assumption for grants as follows:
Year ended December 31 2002
---------------------------------------------------------------------------------------------------------------------------------
Risk free interest rate 4.9%
Expected lives (years) 6.2
Expected volatility 37%
Dividend rate 3.8%
---------------------------------------------------------------------------------------------------------------------------------
Forfeitures of options are accounted for in the period of forfeiture.
11. Accounts Receivable
On July 26, 2002, TELUS Communications Inc. ("TCI"), a wholly-owned subsidiary
of TELUS, entered into an agreement with an arm's-length securitization trust
under which TCI is able to sell an interest in certain of its trade receivables
up to a maximum of $650 million. As a result of selling the interest in certain
of the trade receivables on a fully-serviced basis, a servicing liability is
recognized on the date of sale and is, in turn, amortized to earnings over the
expected life of the trade receivables. This "revolving-period"
securitization agreement has an initial term ending July 18, 2007. TELUS
Communications Inc. is required to maintain at least a BBB (low) credit rating
by Dominion Bond Rating Service or the securitization trust may require the
sale program to be wound down prior to the end of the initial term.
On September 30, 2002, this securitization agreement was amended in order to
make available for purchase by the securitization trust an interest in a
certain class of TCI's trade receivables, which were previously of the type
sold to a different arm's-length securitization trust under a prior
securitization agreement dated November 20, 1997. During the third quarter of
2002, TCI delivered a notice of termination in respect of this prior
securitization; collection and final remittances of the corresponding accounts
receivable had been completed by September 27, 2002.
(millions) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Total managed portfolio $ 1,139.0 $ 1,122.8
Securitized receivables (595.4) (158.2)
Retained interest in receivables sold (a) 96.8 7.5
---------------------------------------------------------------------------------------------------------------------------------
Receivables held $ 640.4 $ 972.1
=================================================================================================================================
(a) Includes receivables sold pre and post adoption of AcG-12 (see Note 2(d)).
The Company recognized a loss of $3.7 million on the sale of receivables,
arising from the 2002 securitization. The loss on sale of receivables is
comprised of the discount on sale of receivables, the adjustment arising from
the fair valuation of the Company's retained interest and servicing.
Cash flows from the 2002 securitization (see Note 2(d)) are as follows:
Years ended December 31 (millions) 2002
---------------------------------------------------------------------------------------------------------------------------------
Proceeds from new securitizations $ 475.0
Proceeds from collections reinvested in revolving period securitizations $ 1,419.7
Proceeds from collections pertaining to retained interest $ 281.5
---------------------------------------------------------------------------------------------------------------------------------
The key economic assumptions used to determine the loss on sale of receivables,
the future cash flows and fair values attributed to the retained interest (see
Note 2(d)) are as follows:
Years ended December 31 2002
---------------------------------------------------------------------------------------------------------------------------------
Expected credit losses as a percentage of accounts receivable sold 2.4%
Weighted average life of the receivables sold (days) 39
Effective annual discount rate 4.2%
Servicing 1.0%
---------------------------------------------------------------------------------------------------------------------------------
Generally, the sold trade receivables do not experience prepayments.
At December 31, 2002, key economic assumptions and the sensitivity of the
current fair value of residual cash flows to immediate 10 per cent and 20 per
cent changes in those assumptions are as follows:
Hypothetical change in assumptions (a)
($ in millions) 2002 10% 20%
---------------------------------------------------------------------------------------------------------------------------------
Carrying amount/fair value of future cash flows $ 96.8
Expected credit losses as a percentage of accounts receivable sold 1.8% $ 1.1 $ 2.1
Weighted average life of the receivables sold (days) 39 $ - $ 0.1
Effective annual discount rate 4.2% $ - $ 0.1
---------------------------------------------------------------------------------------------------------------------------------
(a) These sensitivities are hypothetical and should be used with caution.
Favourable hypothetical changes in the assumptions result in an increased
value, and unfavourable hypothetical changes in the assumptions result in a
decreased value, of the retained interest in receivables sold. As the figures
indicate, changes in fair value based on a 10 per cent variation in assumptions
generally cannot be extrapolated because the relationship of the change in
assumption to the change in fair value may not be linear. Also, in this table,
the effect of a variation in a particular assumption on the fair value of the
retained interest is calculated without changing any other assumption; in
reality, changes in one factor may result in change in another (for example,
increases in market interest rates may result in increased credit losses),
which might magnify or counteract the sensitivities.
12. Capital Assets, Net
Accumulated
Depreciation and
Cost Amortization Net Book Value
---------------------------------------------------------------------------------------------------------------------------------
(millions) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Property, plant, equipment and other
Telecommunications assets $ 15,902.4 $ 9,649.5 $ 6,252.9 $ 6,009.2
Assets leased to customers 416.3 338.8 77.5 95.9
Buildings 1,514.9 678.9 836.0 779.6
Office equipment and furniture 841.9 561.1 280.8 261.2
Assets under capital lease 31.7 21.4 10.3 25.1
Other 383.6 239.6 144.0 127.8
Land 55.4 - 55.4 58.9
Plant under construction 341.6 - 341.6 512.9
Materials and supplies 27.4 - 27.4 53.6
---------------------------------------------------------------------------------------------------------------------------------
19,515.2 11,489.3 8,025.9 7,924.2
---------------------------------------------------------------------------------------------------------------------------------
Intangible assets subject to amortization
Subscriber base 362.9 51.3 311.6 333.8
Software 1,079.8 479.5 600.3 553.8
Access to rights-of-way and other 110.8 24.2 86.6 92.5
---------------------------------------------------------------------------------------------------------------------------------
1,553.5 555.0 998.5 980.1
---------------------------------------------------------------------------------------------------------------------------------
Intangible assets with indefinite lives
Spectrum licences (a) 3,968.6 1,018.5 2,950.1 3,855.5
---------------------------------------------------------------------------------------------------------------------------------
$ 25,037.3 $ 13,062.8 $ 11,974.5 $12,759.8
=================================================================================================================================
(a) Accumulated amortization of spectrum licences is amortization recorded
prior to 2002 and the transitional impairment amount (see Note 2(a)).
Included in capital expenditures for the year ended December 31, 2002, were
additions of intangible assets subject to amortization of $350.3 million (2001
- $539.4 million).
13. Deferred Charges
(millions) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Recognized transitional pension assets and pension plan contributions in excess
of charges to income $ 367.9 $ 276.9
Cost of issuing debt securities, less amortization 53.4 68.7
Deferred hedging asset 134.1 190.1
Deferred customer activation and installation costs (Note 1(c)) 100.3 122.5
Other 69.6 27.0
---------------------------------------------------------------------------------------------------------------------------------
$ 725.3 $ 685.2
=================================================================================================================================
14. Goodwill
For the year ended December 31, 2002, goodwill additions arising from
acquisitions (see Note 3) were $3.7 million (2001 - $242.5 million). For the
year ended December 31, 2002, goodwill reductions arising primarily from
discontinued operations (see Note 8) were $6.3 million (2001 - $4.4 million).
During 2002, the Company updated its estimate of the net income tax benefits
that were obtained in the course of acquiring Clearnet Communications Inc. on
October 19, 2000. This has resulted in an increase to the future income tax
asset of $193.2 million, which has been recorded as a reduction of the
unamortized balance of goodwill arising from the acquisition.
15. Short-Term Obligations
(millions) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Current maturities of long-term debt $ 190.3 $ 145.4
Bank borrowings - 49.5
Notes payable under commercial paper programs - 35.0
---------------------------------------------------------------------------------------------------------------------------------
$ 190.3 $ 229.9
=================================================================================================================================
At December 31, 2002, the Company's available bilateral bank facilities
totalled $74 million, of which $5 million was utilized in the form of
outstanding undrawn letters of credit. Borrowings under bilateral bank
facilities, at December 31, 2001, were comprised primarily of amounts borrowed
by TELUS Communications (Quebec) Inc. and carried a weighted average interest
rate of 3.5%.
Notes payable under commercial paper programs are unsecured. Outstanding notes
payable under these programs, at December 31, 2001, carried a weighted average
interest rate of 4.44%.
16. Long-Term Debt
(a) Details of Long-Term Debt
($ in millions)
Series Rate Maturity 2002 2001
--------------------------------------------------------------------------------------------------------------------------------
TELUS Corporation Notes (b)
CA 7.5% June 2006 $ 1,569.7 $ 1,589.1
U.S. 7.5% June 2007 1,835.5 2,062.1
U.S. 8.0% June 2011 3,026.6 3,171.1
--------------------------------------------------------------------------------------------------------------------------------
6,431.8 6,822.3
--------------------------------------------------------------------------------------------------------------------------------
TELUS Corporation Bank Facilities (c) May 2004 655.0 485.0
--------------------------------------------------------------------------------------------------------------------------------
TELUS Communications Inc. Debentures (d)
1 12.00% May 2010 50.0 50.0
2 11.90% November 2015 125.0 125.0
3 10.65% June 2021 175.0 175.0
4 9.15% April 2002 - 1.0
5 9.65% April 2022 249.0 249.0
A 9.50% August 2004 189.5 200.0
B 8.80% September 2025 200.0 200.0
--------------------------------------------------------------------------------------------------------------------------------
988.5 1,000.0
--------------------------------------------------------------------------------------------------------------------------------
TELUS Communications Inc. Medium Term Note Debentures (e)
96-3 6.25% February 2002 - 20.0
96-5 7.25% April 2002 - 30.0
96-6 6.00% January 2002 - 25.0
96-7 6.125% January 2002 - 30.0
96-9 6.25% August 2004 20.0 20.0
99-1 6.40% June 2003 151.0 200.0
--------------------------------------------------------------------------------------------------------------------------------
171.0 325.0
--------------------------------------------------------------------------------------------------------------------------------
TELUS Communications (Quebec) Inc. First Mortgage Bonds (f)
T 10.80% March 2003 30.0 30.0
U 11.50% July 2010 30.0 30.0
--------------------------------------------------------------------------------------------------------------------------------
60.0 60.0
--------------------------------------------------------------------------------------------------------------------------------
TELUS Communications (Quebec) Inc. Medium Term Notes (g)
1 7.10% February 2007 70.0 70.0
--------------------------------------------------------------------------------------------------------------------------------
TELUS Communications Inc. Senior Discount Notes (h) 0.8 1.5
---------------------------------------------------------------------------------------------------------------------------------
Capital leases issued at varying rates of interest from 5.33% to 19.9% and maturing
on various dates up to 2006 10.1 24.8
--------------------------------------------------------------------------------------------------------------------------------
Other 0.5 8.2
--------------------------------------------------------------------------------------------------------------------------------
Total debt 8,387.7 8,796.8
Less - current maturities 190.3 145.4
--------------------------------------------------------------------------------------------------------------------------------
Long-term Debt $ 8,197.4 $ 8,651.4
================================================================================================================================
(b) TELUS Corporation Notes
The notes are senior, unsecured and unsubordinated obligations of the Company
and rank equally in right of payment with all existing and future unsecured,
unsubordinated obligations of the Company and are senior in right of payment to
all existing and future subordinated indebtedness of the Company, and are
effectively subordinated to all existing and future obligations of, or
guaranteed by, the Company's subsidiaries.
The indentures governing the notes contain certain covenants which, among other
things, place limitations on the ability of TELUS and certain of its
subsidiaries to: grant security in respect of indebtedness, enter into sale and
lease-back transactions and incur new indebtedness.
2006 (Canadian Dollar) Notes: In May 2001, the Company issued $1.6 billion
Notes at a price of $992.30 per $1,000.00 of principal to the public. The notes
are redeemable at the option of the Company, in whole at any time, or in part
from time to time, on not fewer than 30 nor more than 60 days' prior notice, at
a redemption price equal to the greater of (a) the present value of the notes
discounted at the Government of Canada yield plus 35 basis points, or (b) 100%
of the principal amount thereof. In addition, accrued and unpaid interest, if
any, will be paid to the date fixed for redemption.
2007 and 2011 (U.S. Dollar) Notes: In May 2001, the Company issued U.S.$1.3
billion 2007 Notes at a price of U.S.$995.06 per U.S.$1,000.00 of principal to
the public and U.S.$2.0 billion 2011 Notes at a price of U.S.$994.78 per
U.S.$1,000.00 of principal to the public. The notes are redeemable at the
option of the Company, in whole at any time, or in part from time to time, on
not fewer than 30 nor more than 60 days' prior notice, at a redemption price
equal to the greater of (a) the present value of the notes discounted at the
Adjusted Treasury Rate plus 25 basis points in the case of the 2007 Notes and
30 basis points in the case of the 2011 Notes, or (b) 100% of the principal
amount thereof. In addition, accrued and unpaid interest, if any, will be paid
to the date fixed for redemption.
2007 and 2011 Cross Currency Interest Rate Swap Agreements: With respect to the
2007 and 2011 (U.S. Dollar) Notes, U.S.$3.1 billion (2001 - U.S.$3.3 billion)
in aggregate, the Company entered into cross currency interest rate swap
agreements which effectively convert the principal repayments and interest
obligations to Canadian dollar obligations with effective fixed rates of 8.109%
(2001 - 8.109%) and 8.493% (2001 - 8.494%), respectively. The counterparties of
the swap agreements are highly rated financial institutions and the Company
does not anticipate any non-performance. TELUS has not required collateral or
other security from the counterparties due to its assessment of their
creditworthiness (see Note 4).
As disclosed in Note 1(g), the Company translates items such as the U.S. Dollar
notes into equivalent Canadian dollars at the rate of exchange in effect at the
balance sheet date. The swap agreements, which at December 31, 2002, comprised
a deferred hedging asset of $134.1 million (2001 - $190.1 million) (see Note
13), in addition to fixing the Company's effective interest rate, effectively
fix the economic exchange rate of the U.S. Dollar notes at C$1.5374:U.S.$1.00
(2001 - C$1.5376:U.S.$1.00). The asset value of the swap agreements increases
(decreases) when the balance sheet date exchange rate increases (decreases) the
Canadian dollar equivalent of the U.S. Dollar notes.
Repurchases: During the third quarter of 2002, the Company repurchased 2006
(Canadian Dollar) Notes, 2007 and 2011 (U.S. Dollar) Notes, with face values of
$22.0 million, U.S.$133.5 million and U.S.$75.0 million, respectively. The gain
on repurchasing these Notes and the gain on the corresponding amount of the
2007 and 2011 Cross Currency Interest Rate Swap Agreements terminated have been
included as a component of financing costs (gain on redemption on long-term
debt) (Note 6). Proceeds from the public issuance of Non-Voting Shares (Note
18(j)) in the third quarter of 2002 were, effectively, used to repurchase these
Notes as well as TELUS Communications Inc. Debentures and TELUS Communications
Inc. Medium Term Notes.
(c) TELUS Corporation Bank Facilities
TELUS Corporation's unsecured syndicated bank credit facilities at December 31,
2002, consisted of: i) a $1.5 billion (or the U.S. Dollar equivalent) revolving
credit facility expiring on May 30, 2004, used for general corporate purposes,
and ii) a 364-day facility with $800 million (or the U.S. Dollar equivalent) in
available credit on a revolving basis until May 28, 2003, at which time it may
be extended, given majority lender approval, for an additional 364-day
revolving period or, if an extension is not granted, on a non-revolving basis
for 364 days for any amounts outstanding at May 28, 2003. The 364-day facility
may be used for general corporate purposes including the backstop of commercial
paper issued by the Company or TELUS Communications Inc.
The $1.5 billion and the 364-day facilities bear interest at prime rate, U.S.
Dollar Base Rate, Bankers' Acceptance rate or LIBOR, plus applicable margins.
Given the revolving nature of the $1.5 billion facility and the May 2004
maturity date, the $655 million (2001 - $485 million) drawn under this facility
is classified as long-term debt. Outstanding undrawn letters of credit under
the $1.5 billion facility at December 31, 2002, totalled $47.0 million and
subsequent to year-end were increased to $101.8 million. The 364-day
facility was undrawn at year-end and there were no outstanding undrawn letters
of credit.
(d) TELUS Communications Inc. Debentures
The outstanding Series 1 through 5 debentures were issued by BC TEL,a
predecessor corporation of TELUS Communications Inc., under a Trust Indenture
dated May 31, 1990 and are non-redeemable.
The outstanding Series A Debentures and Series B Debentures were issued by AGT
Limited, a predecessor corporation of TELUS Communications Inc., under a Trust
Indenture dated August 24, 1994 and a supplemental trust indenture dated
September 22, 1995 relating to Series B Debentures only. They are redeemable at
the option of the Company, in whole at any time or in part from time to time,
on not less than 30 days' notice at the Government of Canada Yield plus 15
basis points. During 1995 the Company terminated an interest rate swap contract
relating to the Series A Debentures and realized a gain on early termination in
the amount of $16.8 million which is being amortized and credited to interest
expense over the remaining term of the Series A Debentures. The amortization of
the gain resulted in an effective rate of interest on Series A Debentures in
2002 of 8.79% (2001 - 8.79%).
Pursuant to an amalgamation on January 1, 2001, all these Debentures became
obligations of TELUS Communications Inc. The debentures are not secured by any
mortgage, pledge or other charge and are governed by certain covenants
including a negative pledge and a limitation on issues of additional debt
subject to a debt to capitalization ratio and interest coverage test.
Repurchases: During the second half of 2002, the Company repurchased TELUS
Communications Inc. Debentures, due August 2004, with a face value of $10.5
million. The gain on repurchasing these Debentures has been included as a
component of financing costs (gain on redemption on long-term debt) (Note 6).
Proceeds from the public issuance of Non-Voting Shares (Note 18(j)) in the
third quarter of 2002 were, effectively, used to repurchase some of these
Debentures as well as TELUS Corporation Notes and TELUS Communications Inc.
Medium Term Notes.
(e) TELUS Communications Inc. Medium Term Note Programs
At December 31, 2002, TELUS Communications Inc. had two series of extendible
medium term notes outstanding. These unsecured notes were originally issued by
BC TEL pursuant to a Trust Indenture dated May 31, 1990 and a supplement dated
October 24, 1994. In June 2000, $200 million of 6.4% notes were issued that
mature in June 2003, extendible to 2030 at the option of the holder. If
extended, the coupon rate increases to 7.25%. At December 31, 2002, the
remaining series of medium term notes, totaling $171 million, have maturities
of $151 million in 2003 and $20 million in 2004. The $20 million note, which
currently has a maturity date of August 2004, is extendible at the option of
TELUS Communications Inc. on a periodic basis through 2007.
Repurchases: During the third quarter of 2002, the Company repurchased TELUS
Communications Inc. 6.4% Medium Term Notes with a face value of $49.0 million.
The gain on repurchasing these Notes has been included as a component of
financing costs (gain on redemption on long-term debt) (Note 6). Proceeds from
the public issuance of Non-Voting Shares (Note 18(j)) in the third quarter of
2002 were, effectively, used to repurchase these Notes as well as TELUS
Corporation Notes and TELUS Communications Inc. Debentures.
(f) TELUS Communications (Quebec) Inc. First Mortgage Bonds
The first mortgage bonds of all series are secured equally and rateably by an
immovable hypothec and by a movable hypothec charging specifically certain
immovable and movable property of the subsidiary TELUS Communications (Quebec)
Inc., such as land, buildings, equipment, apparatus, telephone lines,
rights-of-way and similar rights as well as by an hypothec on all of the
movable and the immovable property, present and future of TELUS Communications
(Quebec) Inc. The first mortgage bonds are not redeemable prior to maturity.
(g) TELUS Communications (Quebec) Inc. Medium Term Note Program
The medium term notes were issued under a trust indenture dated September 1,
1994 as supplemented from time to time, and are unsecured and not redeemable
prior to maturity. New issues of medium term notes are subject to restrictions
as to debt ratio and interest coverage.
(h) TELUS Communications Inc. Senior Discount Notes
In June 2001, the indentures governing the notes were amended by supplemental
indentures pursuant to an Offer to Repay and Consent Solicitation. The effect
of the supplemental indentures was to remove the limitations on business
activities previously imposed by restrictive covenants. The Offer to Repay
resulted in the redemption of approximately 99.9% of the four series of Senior
Discount Notes.
In April 1999, Clearnet (which was acquired by the Company in 2000) entered
into cross currency interest rate swap agreements which effectively converted
principal repayments and interest obligations to Canadian dollar requirements
with an effective fixed rate of approximately 9.9%. During 2001, these swap
agreements were terminated, the security was released and a gain of $41.2
million was recognized (see Note 6).
During the third quarter of 2002, the 11.75% Senior Discount Notes, due 2007,
were called for redemption and were redeemed. Pursuant to a corporate
reorganization effected September 30, 2002, the outstanding Clearnet Inc.
Senior Discount Notes, which mature in 2008 and 2009, became obligations of
TELUS Communications Inc.
(i) Long-Term Maturities
Anticipated requirements to meet long-term debt repayments during each of the
five years from December 31, 2002, are as follows:
(millions)
---------------------------------------------------------------------------------------------------------------------------------
2003 $ 190.3
2004 867.0
2005 -
2006 1,578.0
2007 1,868.2
17. Other Long-Term Liabilities
(millions) 2002 2001
--------------------------------------------------------------------------------------------------------------------------------
Deferred gain on sale-leaseback of buildings $ 111.1 $ 121.4
Pension and other post-retirement liabilities 149.7 139.1
Deferred customer activation and installation fees (Note 1(c)) 100.3 122.5
Other 44.2 49.6
---------------------------------------------------------------------------------------------------------------------------------
$ 405.3 $ 432.6
=================================================================================================================================
18. Common Equity
(a) Details of Shareholders' Equity
($ in millions except per share amounts) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Convertible debentures (b) $ 148.5 $ 147.4
---------------------------------------------------------------------------------------------------------------------------------
TELUS Communications Inc. Preference Shares and Preferred Shares
Authorized Amount
Non-voting first preferred shares Unlimited
Redemption
Issued Premium (a)
Cumulative
$6.00 Preference 8,090 10.0% 0.8 0.8
$4.375 Preferred 53,000 4.0% 5.3 5.3
$4.50 Preferred 47,500 4.0% 4.8 4.8
$4.75 Preferred 71,250 5.0% 7.1 7.1
$4.75 Preferred (Series 1956) 71,250 4.0% 7.1 7.1
$5.15 Preferred 114,700 5.0% 11.5 11.5
$5.75 Preferred 96,400 4.0% 9.6 9.6
$6.00 Preferred 42,750 5.0% 4.3 4.3
$1.21 Preferred 768,400 4.0% 19.2 19.2
---------------------------------------------------------------------------------------------------------------------------------
69.7 69.7
---------------------------------------------------------------------------------------------------------------------------------
Common equity
Shares
Authorized Amount
Common Shares 1,000,000,000
Non-Voting Shares 1,000,000,000
First Preferred Shares 1,000,000,000
Second Preferred Shares 1,000,000,000
Issued
Common Shares (c) 2,275.1 2,186.4
Non-Voting Shares (c) 3,243.2 2,861.4
Options and warrants (d),(e) 56.8 57.6
Accrual for shares issuable under channel stock incentive plan (f) and other 1.5 -
Retained earnings 630.4 1,654.8
Contributed surplus 7.4 7.4
---------------------------------------------------------------------------------------------------------------------------------
6,214.4 6,767.6
---------------------------------------------------------------------------------------------------------------------------------
Total Shareholders' Equity $ 6,432.6 $ 6,984.7
=================================================================================================================================
(a) The Company has the right to redeem the Preference and Preferred shares
upon giving three months' previous notice.
(b) Convertible Debentures
The 6.75% convertible debentures are unsecured, subordinated obligations of the
Company which mature on June 15, 2010, and are convertible at the holders'
option into Non-Voting Shares of the Company at a rate reflecting a share price
of $39.73. The convertible debentures are not redeemable prior to June 15,
2003. Redemption in the period from June 15, 2003 through June 15, 2005, is
allowed provided that the average trading price of Non-Voting Shares for a
defined period exceeds 125% of the conversion price.
The holders' conversion option is valued using the residual value approach. As
the Company has the unrestricted ability to settle the interest, principal and
redemption payments through the issuance of Non-Voting Shares, the convertible
debentures have been classified as equity. Accordingly, the principal amount is
included in Shareholders' Equity on the Consolidated Balance Sheets. Interest
payments, net of income taxes, are classified as dividends and charged directly
to retained earnings.
(c) Changes in Common Shares and Non-Voting Shares
Years ended December 31 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Number of Amount Number of Amount
shares (millions) shares (millions)
---------------------------------------------------------------------------------------------------------------------------------
Common Shares
Beginning of period 181,386,310 $ 2,186.4 178,016,680 $ 2,091.2
Exercise of share options (d) 77,937 1.7 125,012 2.9
Exercise of pre-emptive rights (g) 596,993 13.3 597,023 18.6
Employees' purchase of shares (h) 4,806,260 68.1 2,391,569 66.8
Dividends reinvested in shares 404,494 5.6 256,026 6.9
---------------------------------------------------------------------------------------------------------------------------------
End of period 187,271,994 $ 2,275.1 181,386,310 $ 2,186.4
=================================================================================================================================
Non-Voting Shares
Beginning of period 120,840,391 $ 2,861.4 109,052,713 $ 2,537.1
Exercise of share options (d) 30,511 0.7 304,268 10.8
Exercise of warrants (e) 28,667 1.1 124,168 4.6
Channel stock incentive plan (f) 26,950 0.3 - -
Exercise of pre-emptive rights (g) - - 26,378 0.8
Shares issued on acquisition of Clearnet - - 989,451 36.6
Other acquisitions and other (i) (25,288) (0.9) 6,512,898 187.1
Public issuance of shares (j) 34,250,000 327.8 - -
Dividend Reinvestment and Share Purchase Plan (k)
Dividends reinvested in shares 3,112,647 51.1 3,770,886 83.0
Optional cash payments 144,053 1.7 59,629 1.4
---------------------------------------------------------------------------------------------------------------------------------
End of period 158,407,931 $ 3,243.2 120,840,391 $ 2,861.4
=================================================================================================================================
(d) Share Option Plans
The Company has a number of share option plans under which directors, officers
and other employees receive options to purchase Common Shares and/or Non-Voting
Shares at a price equal to the fair market value at the date of grant. Options
granted under the plans may be exercised over specific periods not to exceed 10
years from the date of grant. At December 31, 2002, 25,824,684 (2001 -
26,571,268) shares are reserved for issuance under the share option plans.
The following is a summary of activity related to the Company's share options
plans for the years ended December 31, 2002, and 2001.
2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Number of Weighted average Number of Weighted average
shares option price shares option price
---------------------------------------------------------------------------------------------------------------------------------
Outstanding, beginning of period 19,668,368 $ 29.11 7,670,515 $ 28.50
Granted 7,000,720 17.19 12,820,759 29.20
Exercised (108,448) 20.56 (429,280) 17.15
Forfeited (1,827,553) 31.17 (337,707) 32.49
Expired (43,227) 34.82 (55,919) 38.31
---------------------------------------------------------------------------------------------------------------------------------
Outstanding, end of period 24,689,860 25.60 19,668,368 29.11
=================================================================================================================================
The following is an option price stratification of the Company's share options
outstanding as at December 31, 2002.
Options outstanding Options exercisable
---------------------------------------------------------------- ---------------------------------
Weighted average Weighted average Weighted
Number remaining option price Number average option
Range of option prices of shares contractual life of shares price
---------------------------------------------------------------------------------------------------------------------------------
$ 4.43 - 5.95 122,647 5.9 years $ 5.92 122,647 $ 5.92
6.81 - 10.01 439,459 4.2 years 7.95 347,359 7.82
10.51 - 15.37 1,219,627 6.7 years 13.05 1,003,087 13.03
15.98 - 23.31 6,053,294 7.9 years 16.51 381,370 20.84
24.00 - 35.90 14,373,989 8.1 years 28.79 4,300,058 29.13
36.78 - 47.79 2,480,844 6.8 years 39.61 1,187,327 40.61
---------------------------------------------------------------------------------------------------------------------------------
24,689,860 7,341,848
=================================================================================================================================
(e) Warrants
Under the terms of the arrangement to acquire Clearnet, effective January 18,
2001, TELUS Corporation exchanged the warrants held by former Clearnet warrant
holders. Each warrant entitles the holder to purchase a non-voting share at a
price of U.S.$10.00 per share until September 15, 2005. Proceeds arising from
the exercise of the warrants are credited to share capital. At December 31,
2002, 779,434 (2001 - 779,434) warrants remained outstanding.
(f) Channel Stock Incentive Plan
The Company initiated the Plan to increase sales of various products and
services by providing additional performance-based compensation in the form of
Non-Voting Shares. The Company has reserved 273,050 (2001 - 300,000) shares for
issuance under the Plan. As at December 31, 2002, shares earned, but not yet
issued, are accrued as a component of Common Equity.
(g) Pre-Emptive Rights
Verizon Communications Inc., a significant shareholder, has the right to
acquire, from Treasury, its pro rata share of any issue by the Company of
Common Shares and Non-Voting Shares, other than by way of grant of share
options.
(h) Employee Share Purchase Plan
The Company has an employee share purchase plan under which eligible employees
can purchase Common Shares through regular payroll deductions by contributing
between 1% and 6% of pay. The Company contributes two dollars for every five
dollars contributed by an employee. The Company records its contributions as a
component of operating expenses. During 2002, the Company contributed $23.9
million (2001 - $22.2 million) to this plan. Under this plan, the Company has
the option of offering shares from Treasury or having the trustee acquire
shares in the stock market. Prior to February 2001, when the issuance of shares
from Treasury commenced, all Common Shares issued to employees under the plan
were purchased on the market at normal trading prices.
(i) Other Acquisitions and Other
During 2001, the Company issued Non-Voting Shares as partial consideration for
acquisitions made during the year. Some of these Non-Voting Shares, which were
held in an escrow account, represented contingent consideration that met the
requirements for recording as capital at the time of the acquisition. The
excess of the amount of contingent consideration over the amount actually
earned has been recorded as a reduction of Non-Voting Share capital.
(j) Public Issuance of Non-Voting Shares
In the third quarter of 2002, the Company sold 34,250,000 Non-Voting Shares by
way of a public offering in Canada and the United States at a price of $9.85
per share. Proceeds of $337.4 million were reduced by costs of issue of $14.5
million; less related future income taxes of $4.9 million.
(k) Dividend Reinvestment and Share Purchase Plan
The Company has a Dividend Reinvestment and Share Purchase Plan under which
eligible shareholders may acquire Non-Voting Shares through the reinvestment of
dividends and additional optional cash payments. Excluding Non-Voting Shares
purchased by way of additional optional cash payments, at the Company's
discretion it may offer the Non-Voting Shares at up to a 5% discount from the
market price. Shares purchased through optional cash payments are subject to a
minimum investment of $100 and a maximum investment of $20,000 per calendar
year. Under this Plan, the Company has the option of offering shares from
Treasury or having the trustee acquire shares in the stock market. Prior to
July 1, 2001, when the acquisition of shares from Treasury commenced, all
Non-Voting Shares were acquired on the market at normal trading prices.
19. Commitments and Contingent Liabilities
(a) CRTC Decisions 2002-34 and 2002-43 Deferral Accounts
On May 30, 2002, and on July 31, 2002, the CRTC issued Decision 2002-34 and
2002-43, respectively, and introduced the concept of a deferral account (see
Note 1(c)). The Company records a liability ($23 million as of December 31,
2002) to the extent that activities it has undertaken, other qualifying events
and realized rate reductions for Competitor Services do not extinguish it.
Management is required to make estimates and assumptions in respect of the
offsetting nature of these items. If the CRTC, upon its annual review of the
Company's deferral account, disagrees with management's estimates and
assumptions, the CRTC may adjust the deferral account balance and such
adjustment may be material.
(b) Operational Efficiency Program Initiatives
As disclosed in Note 5, the Company estimates that an additional restructuring
amount of approximately $20 million is expected to be recorded in 2003 in
respect of the OEP for items that were not eligible to be recorded in 2002.
(c) Capital Expenditure Commitments
The Company estimates expenditures for capital asset purchases to be
$1,500 million in 2003. Substantial purchase commitments have been made
in connection with these capital assets as at December 31, 2002.
(d) Leases
The Company occupies leased premises in various centres and has land, buildings
and equipment under operating leases. As a result of the consolidation of
leased premises arising from the Operational Efficiency Program (see Note 5),
some of the leased building premises were sub-let. At December 31, 2002, the
future minimum lease payments under capital leases and operating leases
(including occupancy costs where applicable), and future receipts from building
operating sub-leases, were:
Capital
Leases Operating Leases
(millions) Payments Payments Receipts
---------------------------------------------------------------------------------------------------------------------------------
2003 $ 8.9 $ 157.7 $ 2.6
2004 1.6 140.8 2.9
2005 - 121.4 1.0
2006 - 104.6 0.8
2007 - 96.4 -
---------------------------------------------------------------------------------------------------------------------------------
Total future minimum lease payments 10.5
Less imputed interest 0.4
---------------------------------------------------------------------------------------------------------------------------------
Capital lease liability $ 10.1
=================================================================================================================================
(e) Verizon Communications Inc. Agreement
Effective 2001, the Company has entered into an agreement with Verizon
Communications Inc., a significant shareholder, with respect to acquiring
certain rights to Verizon's software, technology, services and other benefits,
thereby replacing and amending a previous agreement between the Company and GTE
Corporation. The agreement is renewable annually at the Company's sole option
up to December 31, 2008, and it has been renewed for 2003. Assuming renewal
through to 2008, the total commitment under the agreement is U.S.$122 million
for the period 2003 to 2008 and the current contractual obligation for 2003,
none of which is capital in nature, is U.S.$20 million (see Note 24).
(f) Labour Negotiations
In 2000, TELUS commenced collective bargaining with the Telecommunications
Workers Union for a new collective agreement replacing the legacy agreements
from BC TEL and Alberta-based TELUS. Following the Clearnet acquisition and
subsequent transactions, the Mobility business assumed responsibility for
separate negotiations for its unionized operations in British Columbia and
Alberta. This is the first round of collective bargaining since the merger of
BC TELECOM and TELUS Alberta and the Company's aim is to replace the multiple
legacy collective agreements with a single collective agreement for the new
bargaining unit.
During the fourth quarter of 2002, the Company's application to the Federal
Minister of Labour, as provided for under the Canada Labour Code, requesting
the appointment of a federal conciliator was granted. The Company and the Union
have mutually agreed to extend conciliation and this process can take a number
of months. While the conciliation process is underway, a strike or lock out is
prohibited by the Canada Labour Code. Should a new collective agreement not be
reached, there is the risk of a labour disruption. As a labour disruption could
occur in multiple forms, the operational and financial impacts of a labour
disruption on the Company are not practicably determinable currently.
(g) Subsidiary Non-Controlling Shareholders Agreement
During 2002, the Company entered into an agreement with the non-controlling
shareholders of a subsidiary that gives the non-controlling shareholders the
right to sell their interests in the subsidiary to the Company, after November
15, 2007, using a predetermined formula to determine the price. The agreement
also gives the Company the right to buy the non-controlling shareholders'
interests in the subsidiary, after November 15, 2005, using a similar
predetermined formula to determine the price. The exercise of either the
non-controlling shareholders' put option or the Company's call option may
result in a material expenditure by the Company.
(h) Claims and Lawsuits
A number of claims and lawsuits seeking unspecified damages and other relief
are pending against the Company. It is impossible at this time for the Company
to predict with any certainty the outcome of such litigation. However,
management is of the opinion, based upon information presently available, that
it is unlikely that any liability, to the extent not provided for through
insurance or otherwise, would be material in relation to the Company's
consolidated financial position.
20. Net Change in Non-Cash Working Capital
(a) Continuing Operations:
Years ended December 31 (millions)
2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Accounts receivable $ 331.7 $ (85.9)
Income and other taxes receivable (126.9) (0.9)
Inventories 21.8 33.1
Prepaid expenses and other 11.1 14.5
Accounts payable and accrued liabilities 32.7 8.6
Advance billings and customer deposits 19.5 45.7
Employer contributions to employee defined benefit plans (76.7) (49.0)
Other - 11.3
---------------------------------------------------------------------------------------------------------------------------------
$ 213.2 $ (22.6)
=================================================================================================================================
(b) Discontinued Operations:
Years ended December 31 (millions) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Operating cash flow $ (1.9) $ (129.7)
Accounts receivable and other (4.1) 117.5
Accounts payable and accrued liabilities 1.7 (22.7)
---------------------------------------------------------------------------------------------------------------------------------
$ (4.3) $ (34.9)
=================================================================================================================================
21. Sale of Property and Investments
During 2001, the Company sold a portion of a cross-Canada fibre asset
installation, which TELUS had recently completed construction of. Concurrently,
TELUS purchased fibre asset installations for use in its own network
infrastructure in the U.S. and Eastern Canada from the same third party. The
fair market value of the assets involved was $73.5 million resulting in a gain
on sale of $24.5 million, which was included in the Consolidated Income
Statements as "Other expense (income), net".
During 2001, the Company disposed of certain selected, non-strategic properties
including various office buildings in Vancouver, Edmonton and Calgary under the
terms of sale-leaseback transactions. The pre-tax gain of $76.9 million, on
total proceeds of $228.4 million, has been deferred and will be amortized over
the various terms of the leases.
22. Employee Benefits
The Company has a number of defined benefit and defined contribution plans
providing pension, other retirement and post-employment benefits to most of its
employees. Other benefit plans include healthcare costs related to TELUS Quebec
Inc.
Certain employees are covered by a union-sponsored multi-employer pension plan.
Contributions are determined in accordance with provisions of negotiated labour
contracts and are generally based on employee gross earnings.
At December 31, 2002, shares of TELUS Corporation, combined with shares of
Verizon Communications Inc., a significant shareholder, accounted for less than
1% of the assets held in the pension and other benefit trusts administered by
the Company.
Information concerning the Company's defined benefit plans, in aggregate, is as
follows:
Pension Benefit Plans Other Benefit Plans
(millions) 2002 2001 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Accrued benefit obligation:
Balance at beginning of year $ 4,400.5 $ 4,057.9 $ 61.3 $ 55.0
Current service cost 114.2 105.0 4.5 4.0
Interest cost 296.2 281.8 7.5 5.7
Benefits paid (195.7) (194.2) (4.8) (4.8)
Early retirement benefits (a) 9.4 - - -
Impact of voluntary departure incentive program (35.0) - - -
Actuarial loss (gain) (5.9) 143.7 (1.2) 1.4
Plan amendments 2.0 6.3 - -
---------------------------------------------------------------------------------------------------------------------------------
Balance at end of year 4,585.7 4,400.5 67.3 61.3
---------------------------------------------------------------------------------------------------------------------------------
Plan assets:
Fair value at beginning of year 4,739.0 4,834.3 45.7 42.8
Annual return on plan assets (144.3) 12.4 3.4 3.2
Employer contributions 68.2 44.5 8.5 4.5
Employees' contributions 39.6 42.0 - -
Benefits paid (195.7) (194.2) (4.8) (4.8)
---------------------------------------------------------------------------------------------------------------------------------
Fair value at end of year 4,506.8 4,739.0 52.8 45.7
---------------------------------------------------------------------------------------------------------------------------------
Funded status - plan surplus (deficit) (78.9) 338.5 (14.5) (15.6)
Unamortized net actuarial loss (gain) 806.7 330.8 (20.0) (20.6)
Unamortized past service costs 7.9 6.3 - -
Unamortized transitional obligation (asset) (412.4) (457.2) 5.6 6.4
---------------------------------------------------------------------------------------------------------------------------------
Accrued benefit asset (liability) 323.3 218.4 (28.9) (29.8)
Valuation allowance (76.2) (50.8) - -
---------------------------------------------------------------------------------------------------------------------------------
Accrued benefit asset (liability), net of $ 247.1 $ 167.6 $ (28.9) $ (29.8)
valuation allowance
=================================================================================================================================
(a) A component of the Company's Operational Efficiency Program (see Note 5)
was early retirement incentives. The early retirement incentives allowed
qualifying employees the opportunity to retire with a normal pension earlier
than they otherwise would have.
The accrued benefit asset (liability), net of valuation allowance, is reflected
in the Consolidated Balance Sheets as follows:
(millions) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Pension benefit plans $ 247.1 $ 167.6
Other benefit plans (28.9) (29.8)
---------------------------------------------------------------------------------------------------------------------------------
$ 218.2 $ 137.8
=================================================================================================================================
Presented on the Consolidated Balance Sheets as:
Deferred charges (Note 13) $ 367.9 $ 276.9
Other long-term liabilities (Note 17) (149.7) (139.1)
---------------------------------------------------------------------------------------------------------------------------------
$ 218.2 $ 137.8
=================================================================================================================================
Included in the above accrued benefit obligations at year-end are the following
amounts in respect of plans that are not funded:
Pension Benefit Plans Other Benefit Plans
(millions) 2002 2001 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Accrued benefit obligation $ 148.8 $ 137.1 $ 25.2 $ 21.3
=================================================================================================================================
At December 31, 2002, undrawn Letters of Credit secured certain of the unfunded
pension benefit plans (see Note 16(c)). At December 31, 2001, a Standby Letter
of Credit Facility secured certain of the unfunded pension benefit plans.
The significant weighted average actuarial assumptions adopted in measuring the
Company's accrued benefit obligations are as follows:
Pension Benefit Plans Other Benefit Plans
2002 2001 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Discount rate
For the year ended December 31 6.75% 6.98% 6.75% 6.93%
As at December 31 6.75% 6.75% 5.65% 6.75%
Expected long-term rate of return on plan assets
For the year ended December 31 7.77% 7.94% 7.75% 8.00%
As at December 31 7.48% 7.71% 7.50% 7.75%
Rate of future increases in compensation
For the year ended December 31 4.25% 4.25% - -
As at December 31 3.80% 4.25% - -
---------------------------------------------------------------------------------------------------------------------------------
2002 sensitivity of key assumptions Pension Benefit Plans Other Benefit Plans
---------------------------------------------------------------------------------------------------------------------------------
(millions) Change in Change in Change in Change in
obligation expense obligation expense
---------------------------------------------------------------------------------------------------------------------------------
Impact of hypothetical 0.25% change (a) in:
Discount rate $ 151.6 $ 10.7 $ 1.1 $ 0.2
Expected long-term rate of return on plan assets $ 11.7 $ 0.1
Rate of future increases in compensation $ 27.9 $ 3.7 $ - $ -
---------------------------------------------------------------------------------------------------------------------------------
(a) These sensitivities are hypothetical and should be used with caution.
Favourable hypothetical changes in the assumptions result in decreased amounts,
and unfavourable hypothetical changes in the assumptions result in increased
amounts, of the obligations and expenses. Changes in amounts based on a 0.25
per cent variation in assumptions generally cannot be extrapolated because the
relationship of the change in assumption to the change in amounts may not be
linear. Also, in this table, the effect of a variation in a particular
assumption on the change in obligation or change in expense is calculated
without changing any other assumption; in reality, changes in one factor may
result in change in another (for example, increases in discount rates may
result in increased expectations about the long-term rate of return on plan
assets), which might magnify or counteract the sensitivities.
The Company's health benefit costs for hospital rooms and medication were
estimated to increase with an annual rate of 8% (2001 - 9%), decreasing to an
annual growth rate of 5% (2001 - 5%); all other health benefit costs were
estimated to increase at an annual rate of 5% (2001 - 5%).
The Company's net defined benefit plan expense was as follows:
Pension Benefit Plans Other Benefit Plans
(millions) 2002 2001 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Current service cost $ 73.9 $ 63.0 $ 4.5 $ 4.0
Interest cost 296.2 281.8 7.5 5.7
Expected return on plan assets (362.6) (379.7) (3.3) (3.2)
Amortization of past service costs - 0.2 - -
Amortization of actuarial gain (0.1) (1.0) (1.8) (2.1)
Valuation allowance provided against accrued 25.4 26.1 -
benefit asset
Amortization of transitional obligation (asset) (44.8) (44.7) 0.8 0.8
---------------------------------------------------------------------------------------------------------------------------------
Net periodic expense (recovery) (12.0) (54.3) 7.7 5.2
Early retirement benefits (a) 5.4 - - -
---------------------------------------------------------------------------------------------------------------------------------
$ (6.6) $ (54.3) $ 7.7 $ 5.2
=================================================================================================================================
(a) A component of the Company's Operational Efficiency Program (see Note 5)
was early retirement incentives. The early retirement incentives allowed
qualifying employees the opportunity to retire with a normal pension earlier
than they otherwise would have. The benefits expense has been included in the
Consolidated Statements of Income as "Restructuring and workforce reduction
costs".
The Company's total defined contribution pension plans expense was as follows:
Years ended December 31 (millions) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Multi-employer pension plan contributions
Regular benefits (a) $ 50.2 $ 53.6
Early retirement benefits (b) 65.7 -
---------------------------------------------------------------------------------------------------------------------------------
115.9 53.6
Other defined contribution pension plan 4.4 1.9
---------------------------------------------------------------------------------------------------------------------------------
$ 120.3 $ 55.5
=================================================================================================================================
(a) Regular benefits include other benefit plan amounts of $NIL (2001 - $3.7).
(b) A component of the Company's Operational Efficiency Program (see Note 5)
was an early retirement program, the ERIP. The ERIP allowed qualifying
employees the opportunity to retire with a normal pension earlier than they
otherwise would have. The early retirement benefits expense has been included
in the Consolidated Statements of Income as "Restructuring and workforce
reduction costs".
23. Segmented Information
The Company's reportable segments, which are used to manage the business, are
Communications and Mobility. Communications includes: voice local, voice long
distance, data and other telecommunication services excluding wireless;
Mobility includes: cellular and paging services. Segmentation is based on
similarities in technology, the technical expertise required to deliver the
products and services, and the distribution channels used. The accounting
policies used for segmented reporting are the same as described in Note 1.
Intersegment sales are recorded at the exchange value, which is the amount
agreed to by the parties.
Years ended
December 31 Communications Mobility Eliminations Consolidated
(millions) 2002 2001 2002 2001 2002 2001 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
External revenue $ 4,989.3 $ 5,272.0 $ 2,017.4 $ 1,808.5 $ - $ - $ 7,006.7 $ 7,080.5
Inter-segment revenue 95.3 87.5 17.5 17.4 (112.8) (104.9) - -
---------------------------------------------------------------------------------------------------------------------------------
Total operating revenue 5,084.6 5,359.5 2,034.9 1,825.9 (112.8) (104.9) 7,006.7 7,080.5
Operations expenses 3,100.8 3,185.7 1,500.1 1,470.1 (112.8) (104.9) 4,488.1 4,550.9
---------------------------------------------------------------------------------------------------------------------------------
EBITDA (a) $ 1,983.8 $ 2,173.8 $ 534.8 $ 355.8 $ - $ - $ 2,518.6 $ 2,529.6
=================================================================================================================================
Capital expenditures $ 1,238.2 $ 1,605.8 $ 455.1 $ 643.6 $ - $ - $ 1,693.3 $ 2,249.4
Purchase of spectrum - - 4.6 355.9 - - 4.6 355.9
---------------------------------------------------------------------------------------------------------------------------------
CAPEX (b) $ 1,238.2 $ 1,605.8 $ 459.7 $ 999.5 $ - $ - $ 1,697.9 $ 2,605.3
=================================================================================================================================
EBITDA less CAPEX $ 745.6 $ 568.0 $ 75.1 $ (643.7) $ - $ - $ 820.7 $ (75.7)
=================================================================================================================================
(a) Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA")
is defined as operating revenues less operations expense and, as defined,
excludes restructuring and workforce reduction costs. The Company has issued
guidance on, and reports, EBITDA because it is a key measure used by management
to evaluate performance of its business segments and is utilized in measuring
compliance with debt covenants.
(b) Total capital expenditures ("CAPEX") are the sum of capital expenditures
and purchases of spectrum.
24. Related Party Transactions
In 2001, the Company entered into an agreement with Verizon Communications Inc.
("Verizon"), a significant shareholder, with respect to acquiring certain
rights to Verizon's software, technology, services and other benefits, thereby
replacing and amending a previous agreement between the Company and GTE
Corporation. The agreement is renewable annually at the Company's sole option
up to December 31, 2008, and it has been renewed for 2003. As of December 31,
2002, $312.1 million of specified software licences and a trade mark licence
have been acquired and recorded as capital and other assets. These assets are
valued at fair market value at the date of acquisition as determined by an
arm's-length party's appraisal. Assuming renewal through to 2008, the total
commitment under the new agreement is U.S.$377 million for the period 2001 to
2008 and the commitment remaining after December 31, 2002 is U.S.$122 million.
In addition, in the normal course of operations and on market terms and
conditions, ongoing services and other benefits have been received and
expensed; the Company owed Verizon, on a net basis and including dividends
payable, $75.4 million at December 31, 2002 (2001 - $90.5 million).
Years ended December 31 (millions) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Verizon agreement
Specified software licences and trademark licence acquired and recorded as capital $ 112.8 $ 199.3
and other
Ongoing services and benefits expensed $ 43.9 $ 68.5
Sale to Verizon (Verizon customers'usage of TELUS' telecommunication infrastructure $ 40.2 $ 32.2
and other)
Purchases from Verizon (TELUS customers' usage of Verizon's telecommunication $ 31.5 $ 30.3
infrastructure and other)
---------------------------------------------------------------------------------------------------------------------------------
The Company purchased the former QuebecTel Group from Verizon, as further
described in Note 4. In 2001, the Company sold substantially all of its
directory businesses to a subsidiary of Verizon as further described in Note 8.
In common with, and on the same basis as, other shareholders of the Company,
Verizon is eligible to participate in the Company's Dividend Reinvestment and
Share Purchase Plan (see Note 18(k)). The following table presents a
summarization of the Company's dividend transactions with Verizon, which are
included elsewhere in these financial statements in similarly captioned line
item amounts.
Years ended December 31 (millions) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Declared dividends attributable to Verizon's shareholdings
- to be paid in cash $ 31.6 $ 22.1
- to be reinvested in Treasury shares 12.3 57.3
---------------------------------------------------------------------------------------------------------------------------------
43.9 79.4
---------------------------------------------------------------------------------------------------------------------------------
Cash payments 21.0 44.2
Reinvested in Treasury shares 22.6 46.6
---------------------------------------------------------------------------------------------------------------------------------
43.6 90.8
---------------------------------------------------------------------------------------------------------------------------------
Change in dividends payable to Verizon 0.3 (11.4)
Dividends payable to Verizon, beginning of period 10.7 22.1
---------------------------------------------------------------------------------------------------------------------------------
Dividends payable to Verizon, end of period $ 11.0 $ 10.7
=================================================================================================================================
As disclosed in Note 18(g), Verizon has the right to acquire, from Treasury,
its pro rata share of any issue by the Company of Common Shares and Non-Voting
Shares, other than by way of grant of share options; during both 2002 and 2001
Verizon has exercised this right.
25. Differences Between Canadian and United States Generally Accepted
Accounting Principles
The consolidated financial statements have been prepared in accordance with
Canadian GAAP. The principles adopted in these financial statements conform in
all material respects to those generally accepted in the United States except
as summarized below. Significant differences between Canadian GAAP and U.S.
GAAP would have the following effect on reported net income of the Company:
Years ended December 31 (millions) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Net income (loss) from continuing operations in accordance with Canadian GAAP $ (227.1) $ (138.8)
Adjustments:
Decrease in depreciation expense (b) 35.8 35.8
Decrease in interest expense (c) 9.6 37.4
Amortization of intangible assets (d) (81.8) (119.6)
Goodwill amortization (e) - (20.2)
Asset impairment - decrease in depreciation (f) 72.1 72.1
Change in future employee benefits (g) (16.9) (16.9)
Amortization of additional goodwill - Clearnet purchase (h) - (6.6)
Interest on convertible debentures (i) (6.8) (7.0)
Accounting for derivatives (j) 1.3 (1.6)
Taxes on the above adjustments (8.6) (6.0)
Revaluation of deferred income tax assets and liabilities (k) - 337.5
---------------------------------------------------------------------------------------------------------------------------------
Net income (loss) from continuing operations in accordance with U.S. GAAP (l) (222.4) 166.1
Discontinued operations (1.9) 592.3
---------------------------------------------------------------------------------------------------------------------------------
Income (loss) before effect of change in accounting principle (224.3) 758.4
Effect of change in accounting principles for intangible assets and goodwill (m) (1,701.6) -
---------------------------------------------------------------------------------------------------------------------------------
Net income (loss) in accordance with U.S. GAAP (1,925.9) 758.4
Other comprehensive income (loss) (j) (o) 40.9 (19.9)
---------------------------------------------------------------------------------------------------------------------------------
Comprehensive income (loss) in accordance with U.S. GAAP $ (1,885.0) $ 738.5
=================================================================================================================================
Income (loss) per share under U.S. GAAP (basic and diluted):
Continuing operations $ (0.72) $ 0.55
Discontinued operations - 2.02
---------------------------------------------------------------------------------------------------------------------------------
Before effect of change in accounting principles for intangible assets and goodwill (0.72) 2.57
Effect of change in accounting principles for intangible assets and goodwill (5.35) -
---------------------------------------------------------------------------------------------------------------------------------
Net income (loss) $ (6.07) $ 2.57
=================================================================================================================================
The following is a restatement of major balance sheet categories to reflect the
application of U.S. GAAP:
As at December 31 (millions) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Current assets $ 1,173.2 $ 1,442.6
Capital assets
Property, plant, equipment and other 7,926.0 7,716.3
Intangible assets subject to amortization 2,901.6 2,965.1
Intangible assets with indefinite lives (m) 2,950.1 5,555.1
Goodwill 3,543.2 3,739.5
Deferred income taxes 1,174.7 1,072.1
Other assets 979.9 798.0
---------------------------------------------------------------------------------------------------------------------------------
$ 20,648.7 $ 23,288.7
=================================================================================================================================
Current liabilities $ 2,181.0 $ 1,862.4
Long-term debt 8,364.9 8,827.4
Other long-term liabilities 499.7 432.6
Deferred income taxes 1,655.1 2,614.3
Non-controlling interest 11.2 8.0
Shareholders' equity 7,936.8 9,544.0
---------------------------------------------------------------------------------------------------------------------------------
$ 20,648.7 $ 23,288.7
=================================================================================================================================
The following is a reconciliation of shareholders' equity incorporating the
differences between Canadian and U.S. GAAP:
As at December 31 (millions) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Shareholders' Equity under Canadian GAAP $ 6,432.6 $ 6,984.7
Adjustments:
Purchase versus Pooling Accounting (a) - (e), (g), (m) 1,545.8 2,685.7
Asset impairment (f) (36.2) (79.9)
Additional goodwill on Clearnet purchase (h) 123.5 123.5
Reclassification of convertible debentures from equity to debt (i) (148.5) (147.4)
Accounting for derivatives (j) (1.4) (2.7)
Other comprehensive income (loss) (o) 21.0 (19.9)
---------------------------------------------------------------------------------------------------------------------------------
Shareholders' Equity under U.S. GAAP $ 7,936.8 $ 9,544.0
=================================================================================================================================
(a) Merger of BC TELECOM and TELUS
The business combination between BC TELECOM and TELUS Corporation (renamed
TELUS Holdings Inc. which was wound up June 1, 2001) was accounted for using
the pooling of interests method under Canadian GAAP. Under Canadian GAAP, the
application of the pooling of interests method of accounting for the merger of
BC TELECOM and TELUS Holdings Inc. resulted in a restatement of prior periods
as if the two companies had always been combined. Under U.S. GAAP, the merger
is accounted for using the purchase method. Use of the purchase method results
in TELUS (TELUS Holdings Inc.) being acquired by BC TELECOM for $4,662.4
million (including merger related costs of $51.9 million) effective January 31,
1999.
(b) Depreciation
Under the purchase method, TELUS' capital assets on acquisition have been
recorded at fair value rather than at their underlying cost (book values) to
TELUS. Therefore, depreciation of such assets based on fair values at the date
of acquisition under U.S. GAAP will be different than TELUS' depreciation based
on underlying cost (book values).
(c) Interest
Under the purchase method, TELUS' long-term debt on acquisition has been
recorded at its fair value rather than at its underlying cost (book value) to
TELUS. Therefore, interest expense calculated on the debt based on fair values
at the date of acquisition under U.S. GAAP will be different than TELUS'
interest expense based on underlying cost (book value).
(d) Intangible Assets
As TELUS' intangible assets on acquisition have been recorded at their fair
value, amortization of such assets, other than for those with indefinite lives,
needs to be included under U.S. GAAP; consistent with prior years, amortization
is calculated using the straight-line method. As required (see (m) and Note
2(a)), the Company reviewed the estimated useful lives associated with its
intangible assets that are subject to amortization. Generally Accepted
Accounting Principles require that changes in estimates, such as the useful
lives of assets, be applied prospectively. The Company's review resulted in the
following changes, effected in the first quarter of 2002, to the estimated
useful lives:
Assigned Fair Value on Acquisition Estimated useful lives
Current Former
---------------------------------------------------------------------------------------------------------------------------------
Subscribers - wireline $1,950.0 million 50 years 40 years
Spectrum licences $1,833.3 million Indefinite 40 years
Subscribers - wireless $ 250.0 million 7 years 10 years
---------------------------------------------------------------------------------------------------------------------------------
(e) Goodwill
Under the purchase method of accounting, TELUS' assets and liabilities at
acquisition have been recorded at their fair values with the excess purchase
price being allocated to goodwill in the amount of $403.1 million. Commencing
January 1, 2002, rather than being systematically amortized, the carrying value
of goodwill will be periodically tested for impairment (see (m)).
(f) Asset Impairment
In the first quarter of 1998, BC TELECOM, took an asset impairment charge. In
assessing if a capital asset is impaired, estimated future net cash flows are
not discounted in computing the net recoverable amount. Under Canadian GAAP, at
the time the assessment took place, the impairment amount recorded was the
excess of the carrying amount over the recoverable amount; under U.S. GAAP the
impairment amount recorded was the excess of the carrying amount over the
discounted estimated future net cash flows that were used to determine the net
recoverable amount. Under U.S. GAAP the net of tax charge taken in 1998 would
be $232.2 million higher and would not be considered an extraordinary item. The
annual depreciation expense would be approximately $72 million lower subsequent
to when the increased impairment charge was taken under U.S. GAAP.
(g) 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.
(h) Additional Goodwill on Clearnet purchase
Under U.S. GAAP, shares issued by the acquirer to affect an acquisition are
measured at the date the acquisition was announced; however, under Canadian
GAAP, at the time the transaction took place, shares issued to effect an
acquisition were measured at the transaction date. This results in the purchase
price under U.S. GAAP being $131.4 million higher than under Canadian GAAP. The
resulting difference is assigned to goodwill. Commencing January 1, 2002,
rather than being systematically amortized, the carrying value of goodwill will
be periodically tested for impairment (see Note 2(a)).
(i) Convertible Debentures
Under Canadian GAAP, financial instruments such as the convertible debentures
are classified as debt or equity according to their substance rather than their
legal form. Accordingly, due to the substance of the transaction the
convertible debentures have been classified as equity and the corresponding
interest expense and the amortization of issue costs has been charged to the
retained earnings rather than to the Consolidated Statements of Income.
Pursuant to U.S. GAAP, the convertible debentures would be included in
long-term debt. The corresponding interest expense on the convertible
debentures and the amortization of issue costs are charged to the Consolidated
Statements of Income.
(j) Accounting for Derivatives
On January 1, 2001, the Company adopted the provisions of SFAS 133, "Accounting
For Derivative Instruments and Hedging Activities." This standard requires all
derivatives be recognized as either assets or liabilities and measured at fair
value. This is different from the Canadian GAAP treatment for financial
instruments. Under U.S. GAAP, derivatives, which are fair value hedges,
together with the financial instrument being hedged, will be marked to market
with adjustments reflected in income and derivatives, which are cash flow
hedges, will be marked to market with adjustments reflected in comprehensive
income. As a result of adopting the statement, the Company recorded an expense
arising from the cumulative effect of the change in accounting principle.
(k) Revaluation of Deferred Income Tax Assets and Liabilities
Canadian GAAP requires recognition of a change in tax laws or rates when the
change is "substantively enacted." Thus, recognition may precede actual
enactment by a period of several months. U.S. GAAP (SFAS 109) requires
recognition upon actual enactment, which is the date that the tax change in
signed into law.
(l) Gain on Redemption of Long-Term Debt
During the third quarter of 2002, the Company adopted SFAS 145, "Rescission of
FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13 and
Technical Corrections", in advance of mandatory adoption in the Company's 2003
fiscal year. Statement 145 results in the gain on redemption of long-term debt,
in the Company's instance, no longer being reported as an extraordinary item
and thus results in the elimination of the differing treatment between Canadian
GAAP and U.S. GAAP. The comparative amounts have been restated, as required, in
the adoption of this Statement.
(m) Intangible Asset Transitional Impairment Amount and Goodwill
Commencing January 1, 2002, in Canada and the United States, new Generally
Accepted Accounting Principles for intangible assets with an indefinite life
and goodwill apply to the Company (SFAS 142, "Goodwill and Other Intangible
Assets") (see Note 2(a)). As one part of the transitional implementation,
intangible assets with indefinite lives were tested for impairment as at
January 1, 2002. Any such transitional impairment amount arising is considered
to arise from a change in accounting policy and is charged to earnings, in the
period the change is effected, after determining net income from operations. As
a result of the differing accounting treatment afforded the merger of BC
TELECOM and TELUS (see (a) and (d)), the recorded value of intangible assets
with indefinite lives differs materially between Canadian and U.S. GAAP. The
Company has assessed its intangible assets with indefinite lives and determined
it necessary to record a transitional impairment amount of $595.2 million
($910.0 million before tax) for purposes of Canadian GAAP; a transitional
impairment of $1,701.6 million ($2,609.7 million before tax) was required under
U.S. GAAP. The transitional impairment amount, under both Canadian and U.S.
GAAP, reduced the carrying values of the intangible assets with indefinite
lives to the same amounts, thus eliminating the corresponding GAAP difference.
Similarly, goodwill is also to be tested for impairment as at January 1, 2002,
by June 30, 2002, and any transitional impairment amount would also be
considered to arise from a change in accounting policy and is charged to
earnings, in the period the change is effected, after determining net income
from operations. The Company completed this test in the first quarter of 2002.
By applying the prescribed method of comparing the fair value of its reporting
units to the carrying amounts of its reporting units, the Company has assessed
its goodwill and determined that there was no goodwill transitional impairment
amount. Consistent with current industry-specific valuation methods, the
Company used a combination of the discounted cash flow model and the market
comparable approach for determining the fair value of its reporting units.
In accordance with the new requirements, net income (loss) for prior periods
presented is to be adjusted to exclude amortization expense (including any
related tax effects) recognized in those periods related to goodwill and
intangible assets with indefinite lives; the corresponding per share amounts
are also required to be adjusted.
Years ended December 31 (millions except per share amounts) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Net income (loss) in accordance with U.S. GAAP
As reported $ (1,925.9) $ 758.4
Add back: Goodwill amortization - 201.6
Amortization of intangible assets with indefinite lives (a) - 75.6
---------------------------------------------------------------------------------------------------------------------------------
As adjusted $ (1,925.9) $ 1,035.6
=================================================================================================================================
Basic and diluted income (loss) per share under U.S. GAAP
As reported $ (6.07) $ 2.57
Add back: Goodwill amortization - 0.68
Amortization of intangible assets with indefinite lives (a) - 0.26
---------------------------------------------------------------------------------------------------------------------------------
As adjusted $ (6.07) $ 3.51
=================================================================================================================================
(a) Net of taxes of $59.9 for the year ended December 31, 2001.
(n) Share-Based Compensation
Generally Accepted Accounting Principles require disclosure of the impact on
earnings and earnings per share as if the fair value based method of accounting
had been applied for share-based compensation. Under Canadian GAAP, this is
required in respect of awards made after 2001; under U.S. GAAP, this is
required in respect of awards made after 1994. The fair values of the Company's
options granted in 2002, and the weighted average assumptions used in
estimating the fair values, are set out in Note 10. The fair value of the
Company's options granted in 2001 were estimated using the Black-Scholes model
with weighted average assumptions of 10 year expected terms, volatility of 29%,
interest rate of 5.9%, and an expected dividend yield of 2.8%. Such impact,
using the weighted average fair value of $9.69 would approximate the following
pro forma amounts:
Years ended December 31 (millions except per share amounts) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Compensation cost $ 62.3 $ 37.8
Net income (loss)
As reported $ (1,925.9) $ 758.4
Pro forma $ (1,988.2) $ 720.6
Net income (loss) per Common Share and Non-Voting Share
Basic and diluted
As reported $ (6.07) $ 2.57
Pro forma $ (6.25) $ 2.44
---------------------------------------------------------------------------------------------------------------------------------
(o) Additional Disclosures Required Under U.S. GAAP - Comprehensive Income
SFAS 130, "Reporting Comprehensive Income", requires that a statement of
comprehensive income be displayed with the same prominence as other financial
statements. Comprehensive income, which incorporates net income, includes all
changes in equity during a period except those resulting from investments by
and distributions to owners. There is no requirement to disclose comprehensive
income under Canadian GAAP.
Years ended December 31 (millions) 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Change in unrealized fair value of derivative cash flow hedges (j) $ 227.8 $ (37.5)
Minimum pension liability (156.5) -
---------------------------------------------------------------------------------------------------------------------------------
71.3 (37.5)
Income tax expense (recovery) 30.4 (17.6)
---------------------------------------------------------------------------------------------------------------------------------
Other comprehensive income (loss) $ 40.9 $ (19.9)
=================================================================================================================================
The minimum pension liability arises from the unfunded accumulated pension
benefit obligation. This differs from the accrued benefit asset (liability)
disclosed in Note 22, which reflects the use of the projected benefit method
(see Note 1(q)) and considers the unamortized net actuarial loss and valuation
allowance.
26. Prior Period Presentation
The December 31, 2001, amounts have been reclassified, where applicable, to
conform to the 2002 presentation.
EXHIBIT 4: Information Circular of the Company as of March 14, 2003
TELUS Corporation Information Circular
Dated March 14, 2003
evolving our business
delivering on our strategy
notice of annual and special general meeting
information circular 2003
table of contents
notice of annual and special general meeting 1
information circular 2
invitation to shareholders 2
frequently asked questions on voting 3
restriction on ownership of shares 7
non-voting shares 7
business of the meeting 8
1.report of the directors and consolidated
financial report 8
2.election of directors 8
3.appointment of auditors 13
summary of billings for TELUS for january 1 to
december 31, 2002 13
4.amendment to the articles of the company to allow a
committee of directors to fill a vacancy of the auditors 14
5.amendment to the articles of the company to amend quorum
requirements for general meetings 14
6.reconfirmation and approval of an amended and restated
shareholder rights plan 15
mandate and report of the corporate governance committee 19
mandate and report of the audit committee 21
mandate and report of the human resources and compensation 24
committee
report on executive compensation 24
executive compensation summary table 29
TELUS pension plan 33
employment agreements 34
indebtedness of directors and officers 34
performance graph 35
directors' and officers'insurance and indemnification 36
additional matters and information 36
board approval 36
certificate 36
appendix a:
statement of TELUS' corporate governance practices 37
disclosure of TELUS'practices with reference to
the current TSX guidelines 38
notice of annual and
special general meeting
Notice is hereby given that the annual and special general meeting (the
"meeting") of the holders of the common shares and/or non-voting shares of
TELUS Corporation (the "Company" or "TELUS") will be held on Wednesday, April
30, 2003 at 10:00 a.m. (Mountain Daylight Savings Time) at the TELUS Convention
Centre, North Building, Second floor, Exhibition Hall C, 136 - 8th Avenue S.E.,
Calgary, Alberta. The purpose of the meeting is to:
1. receive the Company's 2002 audited consolidated financial statements
together with the reports of the auditors on those statements;
2. elect directors of the Company for the next year;
3. appoint Deloitte & Touche LLP as auditors for the next year;
4. consider and, if thought fit, pass a special resolution authorizing
amendment of the Articles of the Company to allow a committee of
directors to fill a vacancy of the auditors;
5. consider and, if thought fit, pass a special resolution authorizing
amendment of the Articles of the Company respecting the quorum
requirements for general meetings;
6. consider and, if thought fit, pass, with or without variation,
an ordinary resolution reconfirming and approving an amended and
restated shareholder rights plan; and
7. transact other business as may properly come before the meeting or any
adjournment thereof.
The British Columbia Registrar of Companies has approved the Company's
application to hold this meeting outside British Columbia. A copy of this order
may be obtained upon request to TELUS' Corporate Secretary. Also, pursuant to
the Company Act (British Columbia), advance notice of the meeting was published
in the Vancouver Sun on February 14, 2003.
Dated at Vancouver, B.C. this 14th day of March, 2003.
By order of the Board of Directors
James W. Peters
Executive Vice-President, Corporate Affairs and Chief
General Counsel and Corporate Secretary
Holders of common shares and/or non-voting shares of the Company who are unable
to attend the meeting may vote by proxy. Simply sign and return a paper proxy
or submit a telephone or Internet proxy by following the instructions in the
information circular accompanying this notice.
To be valid, proxies must be received by TELUS' Corporate Secretary, c/o
Computershare Trust Company of Canada at 9th floor, 100 University Avenue,
Toronto, Ontario, M5J 2Y1, by 5:00 p.m. (local time) on April 28, 2003 or, if
the meeting is adjourned, by 5:00 p.m. (local time) on the second-last business
day prior to the date on which the meeting is reconvened.
1
information
circular
invitation to shareholders
-------------------------------------------------------------------------------
On behalf of the TELUS Board of Directors, management and employees, we invite
you to join us at TELUS' annual and special general meeting (the "meeting").
This year, the meeting will be held:
Date: Wednesday, April 30, 2003
Time: 10:00 a.m. (Mountain Daylight Savings Time)
Place: TELUS Convention Centre
North Building, 2nd floor, Exhibition Hall C
136 - 8th Avenue S.E., Calgary, Alberta
At the meeting, holders of common shares and/or non-voting shares
("shareholders") of TELUS will be asked to approve the business items in the
notice of annual and special general meeting and this information circular. We
will also update you on how TELUS is continuing to execute on its strategy and
give you an update on the Company's current financial outlook. At the end of
the meeting, a question and answer session will take place. At the reception
following the meeting, you will have an opportunity to personally meet your
directors and executives.
As a shareholder, your vote is very important to us and we encourage you to
participate either in person or by proxy. If you cannot attend the meeting in
person, we invite you to view our live Web cast at telus.com/agm at 10 a.m. on
April 30.
We look forward to seeing you.
Sincerely,
Brian A. Canfield Darren Entwistle
Chairman of the President &
Board of Directors Chief Executive Officer
March 14, 2003
2
frequently asked
questions on voting
Q Am I entitled to receive notice of the meeting and attend the meeting?
A Yes, if you are a shareholder as of March 14, 2003, which is the record
date for the meeting. All shareholders, as of the close of business on
that date, are entitled to receive notice of, attend and be heard at the
meeting.
Q Am I entitled to vote and what am I voting on?
A If you were a holder of common shares as of the close of business on
March 14, 2003, you are entitled to vote one vote per common share on
the resolutions relating to:
(i) electing directors for the next year;
(ii) appointing the auditors for the next year;
(iii) amending the Company's Articles to allow a committee of directors
to fill a vacancy of the auditors;
(iv) amending the Company's Articles respecting the quorum
requirements for general meetings; and
(v) reconfirming and approving the amended and restated shareholder
rights plan.
If you were a holder of non-voting shares, as of the close of business
on March 14, 2003, you are entitled to vote one vote per non-voting
share on the resolution to reconfirm and approve the amended and
restated shareholder rights plan, as your interests could be affected.
Q How can I vote my shares?
A You can vote your shares by either attending and voting your shares at
the meeting or, if you cannot attend the meeting, by having your shares
voted by proxy. How you exercise your vote depends on whether you are a
registered or non-registered shareholder.
* You are a registered shareholder if you have a share certificate
registered in your name.
* You are a non-registered shareholder if: (i) your shares are
registered in the name of an intermediary (for example, a bank,
a trustee or investment dealer) or the name of a clearing agency
of which the intermediary is a participant, or (ii) you hold
common shares through the Employee Share Purchase Plan.
Voting by attending the meeting
If you are a registered shareholder, you are entitled to attend the meeting and
cast your vote in person.
If you are a non-registered shareholder, you are entitled to attend the
meeting and cast your vote in person, provided you have submitted a properly
executed proxy, inserting your name in the blank space provided and returning
it in the envelope provided. When you arrive at the meeting, advise the
registration staff that you are a proxy appointee. If you have received a
voting instruction form, please follow the instructions on the form.
Royal Trust Corporation of Canada (the "Trustee") is the trustee of all
shares (the "employee shares") held on behalf of members of the TELUS Employee
Share Purchase Plan of the Company. Holders of employee shares are treated in
the same manner as non-registered shareholders. If you hold employee shares,
you are entitled to attend the meeting and cast your vote in person, provided
you have submitted a properly executed proxy, inserting your name in the blank
space provided and returning it according to the instructions on the form. When
you arrive at the meeting, advise the registration staff that you are a proxy
appointee.
3
Voting by proxy
How you vote by proxy depends on whether you are a registered shareholder, a
non-registered shareholder or a holder of employee shares.
1. Voting by proxy-registered shareholder
If you are a registered shareholder, you may vote your proxy in one of three
ways:
* by paper proxy to be returned by mail or delivery,
* by telephone, or
* by Internet.
Whichever method you choose, your proxy must be received by TELUS' Corporate
Secretary, c/o Computershare Trust Company of Canada (9th floor, 100 University
Avenue, Toronto, Ontario, M5J 2Y1), no later than 5:00 p.m. (local time) on
April 28, 2003 or, if the meeting is adjourned, by 5:00 p.m., local time, on
the second-last business day prior to the date on which the meeting is
reconvened.
Proxy and voting by mail or delivery
To vote by mail or delivery, your paper proxy must be completed, signed and
returned in accordance with the instructions on the paper proxy.
Proxy and voting by telephone
To vote by telephone, call the toll-free number shown on the proxy form
provided. Using a touch-tone telephone to select your voting preferences,
follow the instructions of the "vote voice" and refer to your holder account
number and proxy access number provided on the proxy that was delivered to you
by mail or e-mail.
Note that voting by telephone is not available if you wish
to appoint a person as a proxy other than the persons named on the proxy form
or if you wish to exercise your cumulative voting rights regarding the election
of directors. In either of these instances, your proxy should be voted by mail,
delivery, or Internet.
Proxy and voting by Internet
To vote your proxy by Internet, visit the Web site address as shown on the
proxy form provided. Follow the on-line voting instructions given to you over
the Internet and refer to your holder account number and proxy access number
provided on the proxy that was delivered to you by mail or e-mail.
2. Voting by proxy-non-registered shareholder
If you are a non-registered shareholder and you receive these materials through
an investment dealer or other intermediary, complete and return the materials
entitling you to vote, in accordance with the instructions provided to you by
investment dealer or other intermediary.
If you hold employee shares, use one of the three voting procedures
outlined above (mail, telephone or Internet) to direct the Trustee as to how
your employee shares are to be voted at the meeting. The Trustee will deliver
the proxy forms for use at the meeting for all votes to be cast at the meeting
as indicated on all paper, telephone or Internet proxies. Computershare has
agreed to act as the recipient of voting instructions by holders of employee
shares received by proxy and will tabulate the results for the Trustee.
The voting rights attached to employee shares will be voted for or
against or withheld from voting only in accordance with the specifications made
by the employees. If a proxy is not received by Computershare on behalf of the
Trustee according to the above procedures, the employee shares will not be
voted by the Trustee.
For employee shares to be voted at the meeting by the Trustee or a duly
appointed proxy, proxies must be received by TELUS' Corporate Secretary, c/o
Computershare, (9th floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1) no
later than 5:00 p.m. (local time) on April 28, 2003 or, if the meeting is
adjourned, by 5:00 p.m. (local time) on the second-last business day prior to
the date on which the meeting is reconvened.
If an employee holds common and non-voting shares (other than employee
shares), another proxy must be completed to vote the shares, unless such
employee attends the meeting and votes the shares in person.
4
Q Who votes my shares?
A Each person named in the proxy to represent shareholders at the
meeting is a director and/or officer of the Company. You can appoint
someone else to represent you at the meeting; however, you must appoint
that person by either paper proxy or Internet proxy by inserting his
name in the appropriate space on the proxy form, or completing another
acceptable paper proxy. The person you appoint does not need to be a
shareholder but must attend the meeting in order for your vote to be
cast.
Q How will my shares be voted if I return a proxy?
A By completing and returning a proxy, you are authorizing the person
named in the proxy to attend the meeting and vote your shares on each
item of business you are entitled to vote on, according to your
instructions. If there are no instructions with respect to your proxy,
common shares will be voted in favour of:
1. electing each person nominated by management as a director;
2. appointing Deloitte & Touche LLP as auditors of the Company;
3. amending the Articles of the Company to allow a committee of
directors to fill a vacancy of the external auditors;
4. amending the Articles of the Company respecting the quorum
requirements for general meetings; and,
5. reconfirming and approving the amended and restated shareholder
rights plan.
If there are no instructions with respect to your proxy, your non-voting shares
will be voted in favour of reconfirming and approving the amended and restated
shareholder rights plan.
Q Can I revoke a proxy?
A Yes, if you are a registered shareholder and have voted by paper,
telephone or Internet proxy, you may revoke it by delivering a duly
executed proxy by paper, telephone or Internet with a later date or a
form of revocation of proxy. Paper proxies can be delivered to the
registered office of the Company, c/o TELUS' Corporate Secretary, 3777
Kingsway, Burnaby, B.C. V5H 3Z7, any time up to and including April 29,
2003, or if the meeting is adjourned, on the business day preceding the
date of the adjourned meeting.
Alternatively, you may revoke your proxy and vote in person, by
delivering a form of revocation of proxy to the Chairman of the meeting
at the meeting or any adjournment thereof. You may also revoke your
proxy in any other manner permitted by law.
If you are a non-registered shareholder, you may revoke your proxy
or voting instructions by contacting the individual who serves your
account.
As a holder of employee shares, if you have provided your
proxy (by paper, telephone or Internet) you may revoke it by delivering
another proxy (by paper, telephone or Internet) with a later date or a
form of revocation of proxy, at any time up to and including the second
last business day preceding the day of the meeting or any adjournment
thereof.
Q Who has discretionary authority to vote on amendments or variations to
any of the business items and on any other matter that may properly
come before the meeting?
A Your voting instructions provided by paper, telephone or Internet proxy
give discretionary authority to the person you appoint to vote as he
sees fit on any amendment or variation to any of the matters identified
in the notice of meeting and any other matters that may properly be
brought before the meeting. As of March 14, 2003, neither the Board of
directors nor management of the Company is aware of any variation,
amendment or other matter to be presented for a vote at the meeting.
5
Q Is my vote by proxy confidential?
A Yes, your vote by proxy is confidential. Proxies are received, counted
and tabulated by our transfer agent, Computershare Trust Company of
Canada ("Computershare"), in a way that preserves the confidentiality
of individual shareholders' votes, except:
* as necessary to meet the applicable legal requirements;
* in the event of a proxy contest; or
* in the event a shareholder has made a written comment on the proxy.
Q Who is soliciting my proxy?
A Your proxy is being solicited on behalf of TELUS management. The
solicitation of proxies will be made either by mail to your latest
address shown on the register of shareholders or by electronic mail to
your e-mail address that you provided.(1)
The cost of solicitation is paid for by the Company.
(1) Pursuant to a court order of the B.C. Supreme Court (the"Court"), the
Company is exempt from any requirements in the Articles of the Company
and the Company Act (British Columbia) that would prohibit the Company,
or agent, from delivering the notice of meeting, information circular,
proxy form, annual financial statements and any other meeting materials
for the meeting solely by electronic means to those shareholders of the
Company who consent to such electronic delivery.
Q What are the quorum requirements for the meeting and how many common
shares and non-voting shares are outstanding?
A A quorum at the meeting will consist of at least two persons present
and/or represented by proxy, being shareholders that hold not less than
1/20 (5 per cent) of the issued and outstanding shares entitled to be
voted at the meeting. One of the items of business is to amend these
quorum requirements. On February 28, 2003, the Company had 188,114,132
common shares and 158,899,604 non-voting shares issued and
outstanding.
Q Does any shareholder beneficially own 10 per cent or more of the common
shares and/or non-voting shares that are outstanding?
A Yes, Verizon Communications Inc. ("Verizon"), through Anglo-Canadian
Telephone Company ("Anglo- Canadian") owned 48,551,972 common shares
representing approximately 25.8 per cent of the issued and outstanding
common shares and 24,908,020 non-voting shares representing
approximately 15.7 per cent of the issued and outstanding non-voting
shares on February 28, 2003. Anglo-Canadian is 100 per cent directly
and indirectly beneficially owned and controlled by Verizon. To the
knowledge of the directors and senior officers of TELUS, on February
28, 2003, no other persons beneficially own, directly or indirectly, or
exercise control or direction over, common shares or non-voting shares
carrying more than 10 per cent of the voting rights attached to all
common shares or non-voting shares entitled to be voted at the meeting.
Q What if I have a question?
A If you have any questions regarding the meeting, please contact
Computershare:
* by phone: 1-800-558-0046 (toll-free within North America)
1-514-982-7270 (outside North America)
* by fax: (416) 263-9394
* by e-mail: telus@computershare.com
* by mail: Computershare Trust Company of Canada
9th floor, 100 University Avenue
Toronto, Ontario, M5J 2Y1
6
Restriction on ownership of shares
On October 25, 1994, the Canadian Telecommunications Common Carrier Ownership
and Control Regulations (the "Telecommunications regulations") were adopted
under the Telecommunications Act (Canada) (the "Telecommunications Act"). To
maintain the eligibility of certain of its subsidiaries which are Canadian
common carriers under the Telecommunications Act, the level of non-Canadian
ownership of the common shares cannot exceed 33 1/3 per cent and the Company
must not be otherwise controlled by non-Canadians. The Telecommunications
regulations give carrier-holding corporations of Canadian common carriers
certain powers to monitor and control the level of non-Canadian ownership of
voting shares. As a carrier-holding corporation, the powers and constraints of
the Telecommunications regulations have been incorporated into the Articles of
the Company. The powers include the right to: refuse to register a transfer of
voting shares to a non-Canadian; require a non-Canadian to sell any voting
shares; convert voting shares to non-voting shares; and suspend the voting
rights attached to the voting shares. The Company monitors the level of
non-Canadian ownership of its common shares and periodically reports thereon to
the Canadian Radio-television and Telecommunications Commission.
Non-voting shares
Subject to the prior rights of the holders of first preferred shares and second
preferred shares of the Company, holders of non-voting shares are entitled to
participate equally with the holders of common shares with respect to the
payment of dividends and the distribution of assets of the Company on the
liquidation, dissolution or winding up of the Company. The non-voting shares
cannot be subdivided, consolidated, reclassified or otherwise changed unless
the common shares are changed in the same manner. Generally, the holders of
non-voting shares are entitled to receive notice of, attend and be heard at all
general meetings of the Company and are entitled to receive all notices of
meetings, information circulars and other written information from the Company
that the holders of common shares are entitled to receive from the Company, but
are not entitled to vote at such general meetings unless otherwise required by
law. The holders of non-voting shares are entitled to vote at the meeting on
the resolution to ratify, reconfirm and approve the amended and restated
shareholder rights plan because their interests could be affected. To ensure
that the holders of non-voting shares can participate in any offer made to
holders of common shares (but that is not made to the holders of non-voting
shares on the same terms), the offer must, by reason of applicable securities
legislation or the requirements of the stock exchanges on which the common
shares are listed, be made to all or substantially all the holders of common
shares who are in any province of Canada to which such requirements apply (an
"exclusionary offer"). Each holder of non-voting shares will, for the purposes
of the exclusionary offer only, be permitted to convert all or part of the
non-voting shares held into an equivalent number of common shares during the
applicable conversion period. In certain circumstances (namely, the delivery of
certificates, at specified times, by holders of 50 per cent or more of the
issued and outstanding common shares to the effect that they will not, among
other things, tender to such exclusionary offer or make an exclusionary offer),
these conversion rights will not come into effect. If the Telecommunications
Act and Telecommunications regulations are changed so that there is no
restriction on non-Canadians holding common shares, holders of non-voting
shares will have the right to convert all or part of their non-voting shares
into common shares on a one-for-one basis. The Company will have the right to
require holders of non-voting shares who do not make such an election to
convert such non-voting shares into an equivalent number of common shares.
7
business of
the meeting
1. Report of the directors and consolidated financial report
The report of management and the audited consolidated financial statements for
the year ended December 31, 2002, including management's discussion and
analysis (MD&A), are contained in the Annual Report of the Company which
accompanies this information circular.
2. Election of directors
General
The current directors were elected by the holders of common shares on May 1,
2002. Michael T. Masin and Fares F. Salloum were both Verizon nominees on the
TELUS Board, and each of them resigned as a director of TELUS when he resigned
from his position at Verizon. Alfred C. Giammarino was appointed by the Board
of directors to replace Michael T. Masin, effective October 4, 2002. Daniel C.
Petri was appointed by the Board of directors to replace Fares F. Salloum on
October 30, 2002. Also, Geraldine B. Sinclair and Pierre Choquette resigned as
directors of TELUS, effective November 10, 2002 and November 19, 2002,
respectively, due to the demands of their other business interests. Currently,
there are 13 directors on the TELUS Board. Lawrence A. Pentland has decided not
to stand for re-election to the TELUS Board. G.N. (Mel) Cooper has reached the
retirement age for directors and will not be standing for re-election.
TELUS thanks all of the directors who have resigned or will not be
standing for re-election for their hard work, dedication and contributions to
the TELUS Board.
The Articles of the Company provide for cumulative voting in respect of
the election of directors. The Board has determined that the number of
directors should be set at 12. Accordingly, at the meeting, each holder of
common shares can cast the number of votes for election of directors equal to
the number of common shares held by him multiplied by 12, being the number of
directors to be elected. Each holder of common shares may cast all such votes
in favour of one candidate or distribute the votes among the candidates in any
manner. If a holder of common shares votes for more than one candidate without
specifying the distribution of the votes among the candidates, the votes will
be distributed equally among the candidates voted for by that holder of common
shares. If at the meeting, the number of candidates nominated for directors
exceeds the number of directors to be elected, the candidate who receives the
least number of votes will be eliminated until the number of candidates
remaining equals the number of positions to be filled. Unless the holder of
common shares specifies that the proxy be withheld from voting on the election
of all or any of the directors, or indicates that such holder wishes to
exercise cumulative voting rights, the persons named in the accompanying proxy
(the "management proxyholders") intend to vote for the election of all nominees
for directors whose names are set forth in the table on pages 9 to 11. If a
holder of common shares wishes to distribute votes other than equally among the
candidates for whom the holder of common shares has directed the person
designated in the proxy to vote, the holder of common shares must do so
personally at the meeting or by another paper or Internet proxy, providing
clear instructions on how the holder's votes are to be allocated.
Management believes that all nominees are able to serve as a director.
If, prior to the meeting, any nominee is unable or unwilling to serve, the
management proxyholders, unless directed to withhold the common shares from
voting for the election of directors, reserve the right to vote for another
nominee or nominees in their discretion if additional nominations are made at
the meeting. Unless his office is vacated in accordance with applicable law or
the Articles of the Company, each director elected at the meeting will hold
office until the next annual meeting or until his successor is elected or
appointed. The Board of directors intends to further enhance diversity on the
Board by adding one more director but does not expect to conclude a director
search in this regard until after the meeting.
8
The following table provides the name and background information of each
nominee, including present principal occupation, principal occupations during
the past five years and positions held with the Company.
-------------------------------------------------------------------------------
R.H. (Dick) Auchinleck
Calgary, Alberta
Age: 52
Director Since(1): New Nominee
Shareholdings(2): 400/6000
DSUs(3): 0/0
Options(4): 0/0
R.H. (Dick) Auchinleck was employed by Gulf Canada, an oil and gas company, for
25 years, retiring in 2001 as President and Chief Executive Officer of Gulf
Canada Resources after the sale of the company to Conoco Inc. He continues an
association with the company as a member of the Conoco-Philips Board. From 1999
to 2001, he was the President and Chief Executive Officer of Gulf. From 1995 to
1999 he held the position of Senior Vice-President and Chief Operating Officer
of Gulf. He is also a member of the Board of Directors of Sonic Mobility and
Plurion Systems. He received a Bachelor of Applied Science in Chemical
Engineering from the University of British Columbia. Dick is expected to serve
on the TELUS Audit Committee ("Audit Committee").
-------------------------------------------------------------------------------
R. John Butler
Edmonton, Alberta
Age: 59
Director Since(1): 1995
Shareholdings(2): 984/3,423
DSUs(3): 0/0
Options(4): 2,487/3,050/2,700
R. John Butler, Q.C. is counsel to Bryan & Company, a law firm. John served on
the Board of ED TEL (Edmonton Telephones) prior to its acquisition by TELUS
Corporation, and on the Board of TELUS prior to its 1999 merger with BC
TELECOM. He is a member of the Board of Directors of Trans Global Insurance
Company, Trans Global Life Insurance Company and Edmonton Eskimos Football
Club. John currently is Chair of the TELUS Pension Committee and a member of
the TELUS Corporate Governance Committee ("Governance Committee").
-------------------------------------------------------------------------------
Brian A. Canfield(5)
Point Roberts, Washington
Age: 64
Director Since(1): 1993
Shareholdings(2): 9,718/5,509
DSUs(3): 4,279/0
Options(4): 245,800/175,585/5,400
Brian A. Canfield is the Chairman of TELUS Corporation. His career with BC TEL
spans nearly 47 years, including four years as Chairman and Chief Executive
Officer of BC TELECOM, and three years as President and Chief Operating
Officer. He also served as President and Chief Executive Officer of TELUS on an
interim basis from September 1999 to July 2000, after which he resumed his role
as Chairman. He is a member of the Board of Directors of BC Gas Inc., Terasen
Pipelines (Trans Mountain) Inc., Suncor Energy Inc. and the Toronto Stock
Exchange. In 1997, Brian was named an honourary Doctor of Technology by the
British Columbia Institute of Technology, and in 1998 was appointed to the
Order of British Columbia. Brian currently serves on the TELUS Pension
Committee ("Pension Committee").
-------------------------------------------------------------------------------
Peter D. Charbonneau
Ottawa, Ontario
Age: 49
Director Since(1): 2001
Shareholdings(2): 3,658/0
DSUs(3): 0/0
Options(4):0/0/2,700
Peter D. Charbonneau is a partner in Skypoint Capital, an Ottawa-based venture
capital firm focused on early-stage investments in telecommunications
technology companies. Peter began his career with Deloitte & Touche. He then
joined Newbridge Networks as Chief Financial Officer in 1987. He subsequently
became President and Chief Operating Officer in 1996, and Vice Chairman from
June 1998 to May 2000. Peter served as Executive Vice-President of March
Networks from June 2000 to January 2001, and retains an advisory role with the
company. He is a chartered accountant and has an MBA from the University of
Western Ontario. Peter currently serves on the Audit Committee.
-------------------------------------------------------------------------------
Darren Entwistle
Vancouver, British Columbia
Age: 40
Director Since(1): 2000
Shareholdings(2): 11,050/71,468
Options(4): 350,000/758,280
RSUs(6): 148,579
Darren Entwistle assumed the position of President and Chief Executive Officer
of TELUS Corporation on July 10, 2000. He began his career at Bell Canada in
1988 and joined Mercury Communications Ltd. in 1993 in the UK, holding key
positions in corporate finance and strategy. He then moved to Cable & Wireless
plc as Merger Director and implemented the largest merger in UK history and the
world's first four-way merger, involving cable-TV and telecom companies. He
subsequently was Managing Director, Business of Cable & Wireless Communications
plc from May 1997 to August 1999, Chief Commercial Officer of Cable & Wireless,
UK & Europe, from August 1999 to April 2000, and President, Global Services of
Cable & Wireless, UK & Ireland, from May 2000 to July 2000. Darren holds an MBA
in finance from McGill University and a diploma in network engineering from the
University of Toronto. Darren is a member of the Board of Directors of The
Toronto-Dominion Bank and the Vancouver 2010 Bid Corporation.
-------------------------------------------------------------------------------
9
Alfred C. Giammarino(5)
Wilton, Connecticut
Age: 47
Director Since(1): 2002
Shareholdings(2): 0/0
DSUs(3): 0/0
Options(4): 0/0
Alfred C. Giammarino is the Senior Vice-President and Chief Financial Officer
of Verizon International and Verizon Information Services, subsidiaries of
Verizon Communications Inc., a holding company of a consolidated group of
telecommunications companies. In addition, he is responsible for the management
of Verizon Airfone and oversees all of Verizon's investments in Europe and
Asia. Before the merger of GTE and Bell Atlantic to form Verizon in June 2000,
Al served as Senior Vice-President-International Finance, Planning and
Business Development for GTE Corporation since July 1998. Prior to that, he
served as Vice- President of Finance and Planning for GTE Telecommunications
Products and Services. He is a member of the Board of Directors of the
following international affiliates of Verizon: Telecomunicaciones de Puerto
Rico Inc., Compania Anonima Nacional Telefonos de Venezuela, Grupo Iusacell,
S.A. de C.V. (Mexico) and Vodafone Omnitel, N.V. (Italy). Al currently serves
on the Audit Committee.
-------------------------------------------------------------------------------
Iain J. Harris
Vancouver, British Columbia
Age: 57
Director Since(1): 1997
Shareholdings(2): 750/250
DSUs(3): 4,717/7,313
Options(4): 0/3,050/2,700
Iain J. Harris is Chairman of BC Gas Inc. and Chairman and Chief Executive
Officer of Summit Holdings Ltd., a private holding and investment company. From
1982 to 1995, he was President and Chief Executive officer of AirBC Limited.
Prior to that, he was Vice-President of Finance and Administration of the Jim
Pattison Group, one of the largest private companies in Canada. He is a
recipient of the Governor General's Commemorative Medal for his community and
public service. Iain currently is Chair of the Audit Committee.
-------------------------------------------------------------------------------
John S. Lacey
Don Mills, Ontario
Age: 59
Director Since(1): 2000
Shareholdings(2): 8,044/0
DSUs(3): 0/0
Options(4): 0/0/2,700
John S. Lacey became the Chairman of the Board of Directors of Alderwoods
Group, Inc. (emergent company of Loewen Group), an organization operating
funeral homes and cemeteries within North America and the UK, on January 2,
2002. From January 1999 to January 2002, John was the Chairman of the Board of
Directors of Loewen Group, of which he was a director from December 1998. From
July 1998 to November 1998, he was President and Chief Executive Officer of The
Oshawa Group Ltd. in Toronto, Ontario. From November 1996 to July 1998, he was
President and Chief Executive Officer of WIC Western International
Communications in Vancouver, British Columbia. Prior to that, John served as
President and Chief Executive Officer of Scott's Hospitality Inc. from 1990 to
1996. In addition to TELUS, he is an Advisory Board Member of Tricap, a
director of Cancer Care Ontario and is currently the Chairman of Doncaster
Racing Inc. and Doncaster Consolidated Ltd. John currently is the Chair of the
TELUS Human Resources and Compensation Committee ("Compensation Committee") and
a member of the Governance Committee.
-------------------------------------------------------------------------------
Brian F. MacNeill
Calgary, Alberta
Age: 63
Director Since(1): 2001
Shareholdings(2): 1,000/0
DSUs(3): 0/5,270
Options(4): 0/0/2,700
Brian F. MacNeill retired as Chief Executive Officer of Enbridge Inc. on
January 1, 2001. He directed Enbridge as Chief Executive Officer from 1990
until his retirement. Prior to that he was Executive Vice-President and Chief
Operating Officer of Interprovincial Pipe Line Inc. (now Enbridge Inc.). Brian
has also held financial positions with Interhome Energy Inc., Home Oil Company
Limited and Hiram Walker Resources Ltd. He is currently Chairman of
Petro-Canada and a director of The Toronto-Dominion Bank, Dofasco Inc., Western
Oil Sands Inc., West Fraser Timber Co. Ltd., Veritas DGC Inc. and Sears Canada
Inc. He is a member of the Governance Committee and Pension Committee.
-------------------------------------------------------------------------------
Daniel C. Petri(5)
Bedford, New York
Age: 54
Director Since(1): 2002
Shareholdings(2): 0/0
DSUs(3): 0/0
Options(4): 0/0
Daniel C. Petri is Group President, International, for Verizon Communications
Inc., the holding company of a consolidated group of telecommunications
companies. Verizon was formed by the merger of GTE and Bell Atlantic in June
2000. He is responsible for Verizon's wireless and wireline operations in
Mexico, Venezuela, the Dominican Republic, Puerto Rico and Canada. Prior to
this appointment, Dan served as President, International-Europe and Asia from
July 2000 to October 2002 and was responsible for wireless and wireline
operations in those markets. During his telecommunications career of more than
30 years, Dan has held a number of key positions in domestic and international
operations. He is a member of the Board of Telecom Asia, Iusacell, Codetel,
CANTV, and is the Chair of the Business Council for International
Understanding. Dan currently serves as a member of the Compensation Committee.
-------------------------------------------------------------------------------
10
Ronald P. Triffo
Edmonton, Alberta
Age: 63
Director Since(1): 1995
Shareholdings(2): 1,567/522
DSUs(3): 6,128/12,415
Options(4): 2,487/4,100/2,700
Ronald P. Triffo is the Chairman of Stantec Inc., an engineering and
international professional services company where he served in various
executive management positions for more than 20 years. He is a past President
of the Consulting Engineers of Alberta and the Association of Consulting
Engineers of Canada. He served as a director and board chairman of ED TEL prior
to its acquisition by TELUS Corporation. He is currently Chairman and director
of Alberta Treasury Branches. Ron is the private-sector Co-Chair of the Alberta
Economic Development Authority. He also serves on the Board of the Alberta
Ingenuity Fund, the Advisory Councils of the Faculties of Business and Medicine
at the University of Alberta, the Council of the Association of Professional
Engineers, Geologists and Geophysicists of Alberta, and the Board of Governors
of Junior Achievement of Northern Alberta. Ron is currently the Vice Chairman
of TELUS, and Chair of the Governance Committee and a member of the Pension
Committee.
-------------------------------------------------------------------------------
Donald P. Woodley
Mono Township, Ontario
Age: 57
Director Since(1): 1998
Shareholdings(2): 3,668/437
DSUs(3): 0/0
Options(4): 0/3,050/2,700
Donald P. Woodley is the President of The Fifth Line Enterprise, a privately
held company providing strategic advisory services to the Canadian IT industry.
From February 1997 to September 1999, he was President of Oracle Corporation
Canada Inc. and from 1987 to February 1997, President of Compaq Canada Inc. He
currently serves on the Board of Directors of DataMirror Corporation, Onx
Enterprise Solutions Inc. and several private companies. Don is a member and
Past Chair of the Board of Governors of ITAC (Information Technology
Association of Canada) and is currently Chair of the Board of Governors of The
Stratford Festival of Canada, and a member of the Development Council of the
Toronto Hospital for Sick Children. He holds a Bachelor of Commerce from
University of Saskatchewan and an MBA from the University of Western Ontario.
Don currently serves as a member on the Compensation Committee and Pension
Committee.
-------------------------------------------------------------------------------
(1) The Company or any of its predecessors.
(2) Common shares/non-voting shares, as at February 28, 2003.
(3) Deferred share units for common shares/deferred share units for
non-voting shares, as at February 28, 2003.
(4) Options acquired pre-merger, for 75 per cent common shares and 25 per
cent non-voting shares when exercised/options for common shares/options
for non-voting shares, as at February 28, 2003.
(5) Nominee designated pursuant to the Long-Term Relationship Agreement
dated January 31, 1999 among the Company and Verizon's subsidiaries,
GTE Corporation and Anglo-Canadian Telephone Company.
(6) Darren Entwistle also holds restricted share units (RSUs), each equal to
the value of one non-voting share as determined under the applicable
plan.
11
Board and committee meetings held and attendance by directors for the year
ended December 31, 2002
Number of Board and Attendance of directors
committee meetings held
---------------------------------------------------------------------------------------------------------------------------------
Board of Directors: 11 Board meetings Committee
Director attended meetings attended
(a) Audit Committee: 4 Brian A. Canfield(Chairman) 11 of 11 13(1)
(b) Governance Committee: 6 R. John Butler(a, d) 11 of 11 11 of 12
(c) Compensation Committee: 6 Peter D. Charbonneau(a) 10 of 11 4 of 4
(d) Pension Committee: 6 G.N. (Mel) Cooper(b, d) 11 of 11 12 of 12
Darren Entwistle 11 of 11 Nil(2)
Alfred C. Giammarino(a) 1 of 2(3) Nil(4)
Iain J. Harris(a-Chair, b) 11 of 11 10 of 10
John S. Lacey(a, c-Chair) 9 of 11(5) 8 of 10
Brian F. MacNeill(b, c) 10 of 11 7 of 7
Lawrence A. Pentland(c) 11 of 11 5 of 6
Daniel C. Petri(c) 2 of 3(6) 1 of 1(7)
Ronald P. Triffo(a, b-Chair) 11 of 11 10 of 10
Donald P. Woodley(a, d) 11 of 11 10 of 10
---------------------------------------------------------------------------------------------------------------------------------
(1) The Chair of the Board did not serve on any committees of the Board
last year, but regularly attends committee meetings.
(2) The CEO does not serve on any committee of the Board, but regularly
attends committee meetings.
(3) Alfred C. Giammarino was appointed to the Board on October 30, 2002,
replacing Fares F. Salloum who resigned as a director effective
October 30, 2002.
(4) Alfred C. Giammarino was appointed to the Audit Committee on December
9, 2002. No meetings were held in 2002 after that date.
(5) John S. Lacey was appointed Chair of the Compensation Committee on
December 9, 2002, replacing the former Chair, Pierre Choquette, who
resigned as a director effective November 19, 2002.
(6) Daniel C. Petri was appointed to the Board of directors on October 4,
2002, replacing Michael T. Masin who resigned as a director effective
October 4, 2002.
(7) Daniel C. Petri was appointed to the Compensation Committee on December
9, 2002, replacing Geraldine B. Sinclair who resigned as a director
effective November 10, 2002.
(8) All the then serving Board members, other than Michael T. Masin and
Ronald P. Triffo, attended the strategic planning session held on
September 22-24, 2002.
12
3. Appointment of auditors
Arthur Andersen LLP was appointed auditors of the Company on May 1, 2002 at the
annual general meeting of the Company. On June 3, 2002, Arthur Andersen LLP
ceased practising public accounting in Canada and the partners and staff of
Arthur Andersen LLP in Canada joined Deloitte & Touche LLP.
Upon the recommendation of the Audit Committee, the Board of Directors
appointed Deloitte & Touche LLP to fill the vacancy. Upon the recommendation of
the Audit Committee, holders of common shares will be asked at the meeting to
approve the appointment of Deloitte & Touche LLP as auditors. This
re-appointment will become effective only if approved by at least a majority of
the votes cast by the holders of common shares present in person or by proxy,
entitled to vote at the meeting.
The management proxyholders intend to vote for the appointment of
Deloitte & Touche LLP, Chartered Accountants, as auditors of the Company, unless
the holder of common shares specifies that his proxy be withheld from voting.
Summary of billings and services by the external auditors
The two tables below provide for greater disclosure of the services provided by
the Company's external auditors, separating the services into the four
categories of work performed.
The fees for non-audit services performed by Arthur Andersen while they
were the Company's external auditors constituted a minor portion of the overall
fees paid to them. With regard to the non-audit fees paid to Deloitte & Touche
LLP and Deloitte Consulting, a substantial portion of those fees were paid
pursuant to contracts entered into before Deloitte & Touche LLP became the
auditors of the Company. Since October 2002, the Company has adopted a
procedure to ensure that the future engagement of its external auditors for
non-audit services is subject to pre-approval by the Audit Committee in
accordance with the proposed process and fundamental principles articulated by
the Securities and Exchange Commission (SEC) to further ensure auditor
independence.
Tax fees of $146,165 paid in 2002 to the auditors of the Company, Arthur
Andersen LLP and Deloitte & Touche LLP, were related to legal entity
restructuring, appeals and litigation and shareholder-related matters, and all
other fees of approximately $1.7 million were substantially related to fees
paid to Deloitte Consulting for information systems integration and consulting
services related to the design and implementation of a new Siebel based
integrated trouble-ticket management system. Deloitte & Touche LLP has
announced its intention to separate from Deloitte Consulting. The following
table is a summary of billings by Arthur Andersen LLP and Deloitte & Touche
LLP, for their respective periods as auditors of TELUS, during the period from
January 1, 2001 to December 31, 2002:
Summary of billings for TELUS for the period January 1 to December 31, 2002
---------------------------------------------------------------------------------------------------------------------------------
Deloitte & Arthur Deloitte
Type of work Touche(1) Andersen(2) Sub-total Consulting(1) Total Percentage
---------------------------------------------------------------------------------------------------------------------------------
Audit fees $1,224,500 $270,750 $1,495,250 - $1,495,250 42.5
Audit-related fees 124,435 33,500 157,935 - 157,935 4.5
Sub-total $1,348,935 $304,250 $1,653,185 - $1,653,185 47.0
=================================================================================================================================
Tax fees 77,390 68,775 146,165 - 146,165 4.2
All other fees 60,250 45,800 106,050 1,611,830 1,717,880 48.8
Total $1,486,575 $418,825 $1,905,400 $1,611,830 $3,517,230 100.0
=================================================================================================================================
Summary of billings provided by Arthur Andersen LLP for the period from January 1 to December 31, 2001
Type of work Fees Percentage
Audit fees $1,453,250 52.1
Audit-related fees 585,990 21.0
Sub-total $2,039,240 73.1
=================================================================================================================================
Tax fees 695,204 25.0
All other fees 52,455 1.9
Total $2,786,899 100.0
=================================================================================================================================
(1) For the period from June 3, 2002 to December 31, 2002 while Deloitte &
Touche LLP were the external auditors of TELUS.
(2) For the period from January 1, 2002 to June 2, 2002 while Arthur
Andersen LLP were the external auditors of TELUS.
13
4. Amendment to the Articles of the Company to allow a committee of
directors to fill a vacancy of the auditors
Canadian and U.S. corporate governance regulatory bodies have recently proposed
that to enhance the independence of the external auditors, the audit committee
should be responsible for the engagement, evaluation and termination of the
external auditors, subject to shareholder ratification as required by
applicable corporate legislation. In the past, TELUS has acted consistently
with the intent of this approach as our external auditors were selected by the
Board based on the recommendation of its Audit Committee and then brought
forward before you as shareholders for approval.
Article 17.1 of the Articles of the Company currently prohibits the
Audit Committee from having the authority to hire the external auditors if
a vacancy were created.
Article 17.1 states that:
"The Directors may by resolution appoint one or more committees
consisting of such member or members of their body as they think fit
and may delegate to any such committee between meetings of the Board
such powers of the Board subject to such conditions as may be
prescribed in such resolution. Notwithstanding the foregoing, no
committee of Directors shall have authority to:
(b) fill a vacancy among the Directors, any committee or the Auditor."
The Board of directors unanimously recommends to the shareholders the removal
of this prohibition by adopting the special resolution set out below, so that
the Board may delegate to the Audit Committee the authority to fill a vacancy
of the external auditor.
Accordingly, the Board requests the approval at the meeting of the
special resolution set out below:
BE IT RESOLVED, as a special resolution, THAT:
Article 17.1(b) of the Articles of the Company be amended and replaced
with the following: "The Directors may by resolution appoint one or
more committees consisting of such member or members of their body as
they think fit and may delegate to any such committee between meetings
of the Board such powers of the Board subject to such conditions as may
be prescribed in such resolution. Notwithstanding the foregoing, no
committee of Directors shall have authority to:
(b) fill a vacancy among the Directors or any committee."
To be effective, the special resolution must be approved by not less than 3/4
of the votes cast by holders of common shares present in person or by proxy,
who are entitled to vote at the meeting on the special resolution.
The management proxyholders intend to vote for the special resolution
approving the amendment to the Articles of the Company to remove the prohibition
that a committee of directors may not be delegated authority to fill a vacancy
of the external auditors, unless the holder of common shares specifies that
those common shares be voted against the special resolution.
5. Amendment to the Articles of the Company to amend quorum requirements
for general meetings
Article 10.3 of the Articles of the Company currently
states that:
"Save as herein otherwise provided, a quorum shall be two persons
present and being, or representing by proxy, members holding not less
than 1/20 of the issued shares entitled to be voted at the meeting. The
Directors, the Secretary, or, in his or her absence, an Assistant
Secretary, and the solicitor of the Company shall be entitled to attend
at any general meeting but no such person shall be counted in the
quorum or be entitled to vote at any general meeting unless he or she
shall be a member or proxyholder entitled to vote thereat."
The Company desires to strengthen the presence of Canadians at general meetings
by changing the quorum requirements for general meetings, to more strongly
demonstrate its continued compliance with foreign ownership requirements
under the Telecommunications Act and Radiocommunication Act (Canada). For
further information on the foreign ownership requirements that TELUS is subject
to, see section on Restrictions on ownership of shares on page 7.
14
Accordingly, the Board unanimously recommends that the quorum be changed from
two persons holding not less than 1/20 (5 per cent) of the issued shares
entitled to be voted at the meeting, to two "Canadians" holding not less than
that same number of shares entitled to vote, while foreign ownership rules
remain, by the approval of the special resolution set out below:
BE IT RESOLVED, as a special resolution, THAT:
1. Article 10.3 of the Articles be deleted and replaced with the
following: "Save as herein otherwise provided, a quorum shall be two
persons present and being, or representing by proxy, members holding
not less than 1/20 of the issued shares entitled to be voted at the
meeting; provided that until such time that the Radiocommunication Act
and regulations are changed so that the Company and its subsidiaries
are not required to be "Canadian-owned and controlled" to be eligible
to hold licences issued thereunder, a quorum shall be two persons
present and being, or representing by proxy, members who are Canadians
holding not less than 1/20 of the issued shares entitled to be voted at
the meeting. The Directors, the Secretary, or, in his or her absence,
an Assistant Secretary, and the solicitor of the Company shall be
entitled to attend at any general meeting but no such person shall be
counted in the quorum or be entitled to vote at any general meeting
unless he or she shall be a member or proxyholder entitled to vote
thereat." and,
2. Article 1.2 of the Articles of the Company be amended to add the
following definitions:
"Canadian-owned and controlled", for the purpose of the quorum
requirement, has the meaning set forth in the Radiocommunication
Regulations.
"Canadian", for the purpose of the quorum requirement, has the meaning
set forth in the Radiocommunication Regulations.
"Radiocommunication Act" means the Radiocommunication Act (Canada), as
amended from time to time.
"Radiocommunication Regulations" means the Radiocommunication
Regulations pursuant to the Radiocommunication Act, as amended from
time to time.
To be effective, the special resolution must be approved by not less than 3/4
of the votes cast by holders of common shares present in person or by proxy,
who are entitled to vote at the meeting on the special resolution.
The management proxyholders intend to vote for the special resolution
approving the amendment to the Articles of the Company to amend the quorum
requirements for general meetings, unless the holder of common shares specifies
that those common shares be voted against the special resolution.
6. Reconfirmation and approval of an amended and restated shareholder
rights plan
Shareholders will be asked at the meeting to reconfirm and approve
the Company's shareholder rights plan, as it is proposed that it be amended and
restated.
The Company first adopted a shareholder rights plan in March 2000. In
May 2000, shareholders approved the Company's current shareholder rights plan
(the "current rights plan"), which takes the form of an agreement between the
Company and the rights agent, Montreal Trust Company of Canada (now
Computershare Trust Company of Canada). The purpose of the current rights plan
is to provide shareholders with sufficient time to assess a takeover bid for
the Company, if such bid were to be made, and to provide the Board the
opportunity to explore and develop alternatives to any bid that are in the best
interests of the Company and its shareholders. The current rights plan will
terminate unless it is reconfirmed at the meeting. The Board, as discussed
below, has considered and concluded that the continuation of the current rights
plan, subject to certain minor amendments thereto which the Board proposes be
adopted, would be in the best interests of the Company and its shareholders.
Many public companies in Canada continue to have shareholder rights
plans in effect. While securities legislation in Canada now typically requires
a takeover bid to be open for at least 35 days, the Board is of the view that
this is not sufficient time to adequately assess a takeover bid, if such a bid
were to be made, and if the Board deems appropriate, to explore and develop
alternatives that are in the best interests of the Company and its
shareholders.
The current rights plan is not intended to prevent a takeover bid or to
deter offers for the shares. It is designed to encourage any bidder to provide
shareholders with equal treatment in a takeover and full value for their
investment.
15
Board review
The Board, as part of its most recent review and analysis of the continuation
of the current rights plan, considered matters including:
* developments in shareholder rights plans since the current rights plan
was ratified by the holders of shares in May 2000;
* the terms and conditions of rights plans recently adopted by other
Canadian companies;
* recent experience involving rights plans in the context of takeover
bids; and
* the commentary of the investment community on these plans.
Based upon this review, the Board is proposing the approval of minor amendments
to the current rights plan to ensure that it both remains consistent with the
latest generation of Canadian rights plans and addresses the concerns of
investment industry commentators on a basis consistent with the objectives of
these agreements. The proposed amended and restated version of the current
rights plan (the "amended and restated rights plan") is not being proposed in
response to, or in anticipation of, an acquisition or takeover bid. It is not
the intention of the Board, in proposing that the amended and restated rights
plan be reconfirmed, to secure the continuance in office of the existing
members of the Board or management or to avoid an acquisition of control of the
Company in a transaction that is fair and in the best interests of the
shareholders. The rights of shareholders under existing law to seek a change in
management of the Company or to influence or promote action of management in a
particular manner will not be affected by the amended and restated rights plan.
The reconfirmation of the amended and restated rights plan does not affect the
duty of the Board to act honestly and in good faith with a view to the best
interests of the Company and the shareholders.
Amendments to the current rights plan
The proposed amendments to the current rights plan are limited in number and
effect. The main amendment is to the definition of a permitted "Lock-up
Agreement". The definition currently provides that persons who have entered
into an agreement to tender their Voting Shares (as defined in the current
rights plan) to a particular takeover bid must be allowed to withdraw their
Voting Shares in order to tender them to an offer that provides for an offer
price which exceeds the original offer price by a specified percentage. The
amended definition of a "Lock-up Agreement" now also makes clear that a person
must be allowed to withdraw Voting Shares in order to tender them to an offer
which provides for the purchase of a number of Voting Shares that exceeds the
number of Voting Shares to be purchased under the original offer by more than a
specified percentage. In addition, the amended definition of "Lock-up
Agreement" clarifies that such an agreement may provide for break-up fees
within certain specified parameters.
Other minor amendments include changes to the following definitions:
(i) "Affiliate" - The definition has been modified to address only entities
controlled by corporations, as other entities in which a corporation has a
non-controlling interest and that need to be captured for purposes of
triggering the rights plan are captured through the definition of "acting
jointly or in concert";
(ii) "Beneficial Ownership" - The exemption for Investment Managers set out
in this definition has been amended to make clear that Investment Managers will
not trigger the plan by virtue of holding securities that are in
non-discretionary accounts held on behalf of clients; and
(iii) "Competing Permitted Bid" - This change has been made to make clear
that a Competing Permitted Bid must include a provision that no Voting Shares
will be taken up under such a bid unless more than 50 per cent of the Voting
Shares held by the parties other than the bidder making such a bid and those
acting in concert with that bidder have been tendered to the bid.
16
Summary of the rights plan
The following is a summary of the principal terms of the amended and restated
rights plan which is qualified in its entirety by reference to the text of the
amended and restated rights plan. Copies of the complete TELUS amended and
restated rights plan are available from the Corporate Secretary.
Effective date
The effective date of the rights plan is March 20, 2000 (the "Effective Date").
Term
Ten years, subject to reconfirmation at this meeting and at the sixth annual
meeting following the adoption of the current rights plan.
Issue of Rights
On the Effective Date, one Series A right (a "Series A Right") was issued and
attached to each common share outstanding at one minute after the Effective
Date (the "Record Time") and will attach to each common share issued after the
Record Time and prior to the earlier of the Separation Time (as hereinafter
defined) and the expiration of the amended and restated rights plan (the
"Expiration Time"). Additionally, on the Effective Date, one Series B right (a
"Series B Right") was issued and attached to each non-voting share outstanding
at the Record Time and will attach to each non-voting share issued after the
Record Time and prior to the earlier of the Separation Time and the Expiration
Time.
Rights Exercise Privilege
The Series A Rights and the Series B Rights will separate from the common
shares and non-voting shares and will be exercisable eight trading days (the
"Separation Time") after a person has acquired, or commences a takeover bid
permitted by the amended and restated rights plan (a "Permitted Bid"). The
acquisition by any person (an "Acquiring Person") of more than 34.2 per cent of
the Voting Shares, other than by way of a Permitted Bid, is referred to as a
"Flip-in Event." Any Rights held by an Acquiring Person will become void upon
the occurrence of a Flip-in Event. Eight trading days after the occurrence of
the Flip-in Event, each Series A Right (other than those held by the Acquiring
Person), will permit the purchase of $320 worth of common shares for $160 (i.e.
at a 50 per cent discount) and each Series B Right (other than those held by
the Acquiring Person) will permit the purchase of $320 worth of non-voting
shares for $160 (i.e. at a 50 per cent discount).
The issue of the Rights is not initially dilutive. However, upon a
Flip-in Event occurring and the Rights separating from the Shares, reported
earnings per share on a fully diluted or non-diluted basis may be affected.
Holders of Rights not exercising their Rights upon the occurrence of a Flip-in
Event may suffer substantial dilution.
The Flip-in threshold was set at 34.2 per cent in order to respect the
terms of the Long-Term Relationship Agreement entered into between GTE
Corporation ("GTE"), Anglo-Canadian and the Company at the time of the merger
between BC TELECOM and TELUS. In particular, that agreement provides that
Anglo-Canadian may increase its approximate 26.7 per cent interest in the
Company, held at the time of the agreement, by no more than 7.5 per cent
without prior approval of a majority of the Company's independent directors
(i.e. directors who are neither GTE designees nor members of Company
management).
Certificates and Transferability
Prior to the Separation Time, the Rights will be evidenced by a legend
imprinted on certificates for common shares and non-voting shares issued from
and after the Effective Date and will not be transferable separately from such
shares. From and after the Separation Time, the Rights will be evidenced by
Rights certificates which will be transferable and traded separately from the
Shares.
Permitted Bid Requirements
The requirements for a Permitted Bid include the following:
(i) the takeover bid must be made by way of a takeover bid circular;
(ii) the takeover bid must be made to all holders of Voting Shares;
(iii) the takeover bid must be outstanding for a minimum period of 60 days
and Voting Shares tendered pursuant to the takeover bid may not be
taken up prior to the expiry of the 60-day period and only at such time
if more than 50 per cent of the Voting Shares held by shareholders
other than the bidder, its affiliates and persons acting jointly or in
concert (the "Independent Shareholders") have been tendered to the
takeover bid and not withdrawn;
17
(iv) the Voting Shares deposited pursuant to the takeover bid may be
withdrawn until taken up and paid for; and
(v) if more than 50 per cent of the Voting Shares held by Independent
Shareholders are tendered to the takeover bid within the 60-day
period, the bidder must make a public announcement of that fact
and the takeover bid must remain open for deposits of Voting Shares for
an additional 10 business days from the date of such public
announcement.
The amended and restated rights plan allows for a competing Permitted Bid (a
"Competing Permitted Bid") to be made while a Permitted Bid is in existence. A
Competing Permitted Bid must satisfy all the requirements of a Permitted Bid
except that it may expire on the same date as the Permitted Bid, subject to the
statutory requirement that it be outstanding for a minimum period of 35 days.
Waiver and Redemption
The Board may, prior to a Flip-in Event, waive the dilutive effects of the
amended and restated rights plan in respect of a particular Flip-in Event
resulting from a takeover bid made by way of a takeover bid circular to all
holders of Voting Shares, in which event such waiver would be deemed also to be
a waiver in respect of any other Flip-in Event occurring under a takeover bid
made by way of a takeover bid circular to all holders of Voting Shares. The
Board may also waive the amended and restated rights plan in respect of a
particular Flip-in Event that has occurred through inadvertence, provided that
the Acquiring Person that inadvertently triggered such Flip-in Event reduces
its beneficial holdings to 34.2 per cent or less of the outstanding Voting
Shares within 14 days or such other period as may be specified by the Board.
With the majority consent of holders of Shares or Rights holders at any time
prior to the occurrence of a Flip-in Event, the Board may redeem all, but not
less than all, of the outstanding Rights at a price of $0.0001 each.
Exemptions for Certain Holders
Investment advisors or managers (for client accounts), trust companies (acting
in their capacities as trustees and administrators), statutory bodies managing
investment funds (for employee benefit plans, pension plans, insurance plans or
various public bodies), administrators or trustees of registered pension funds,
plans or related trusts and Crown agents or agencies acquiring greater than
34.2 per cent of the Voting Shares are exempted from triggering a Flip-in
Event, provided that they are not making, or are not part of a group making a
takeover bid.
Recommendation of the Board
The Board has determined that the amended and restated rights plan is in the
best interests of the Company and its shareholders. The Board unanimously
recommends that shareholders vote at the meeting in favour of the resolution to
ratify, reconfirm and approve the amended and restated rights plan.
In order to be effective, the resolution will require the approval of a
majority of votes cast by holders of common and non-voting shares, voting
together, who vote by person or proxy in respect of the resolution at the
meeting. The text of the proposed resolution is as follows:
BE IT RESOLVED THAT:
The continued existence of the rights plan as amended and restated (the
"Amended and Restated Rights Agreement"), and the Rights therein, be
and are hereby, approved and the Amended and Restated Rights Agreement
is hereby ratified, reconfirmed and approved by the holders of the
shares of the Company.
A similar shareholder reconfirmation process must occur at the Company's annual
meeting in 2006 in order for the amended and restated rights plan to remain in
effect until March 2010.
Failing such reconfirmation, the current rights agreement and all
outstanding Rights thereunder will terminate.
The management proxyholders intend to vote for the special resolution
reconfirming and approving the amended and restated rights plan, unless the
holder of shares specifies that those shares be voted against the ordinary
resolution.
18
mandate and report of
the corporate governance committee
The mandate of this Committee (the "Governance Committee") is to provide a
focus on corporate governance that will enhance corporate performance and
ensure on behalf of the Board and shareholders that the Company has an
effective corporate governance regime. As at December 31, 2002, the Committee
was comprised of Ron P. Triffo (Chair), R. John Butler, G.N. (Mel) Cooper, Iain
J. Harris and Brian F. MacNeill. The current Committee members were appointed
on February 28, 2003. The Governance Committee's responsibilities include a
duty to assess and, where appropriate, recommend changes to enhance Board
effectiveness. The Committee is also responsible for identifying, recruiting,
appointing and re-appointing directors and providing ongoing development for
directors. Furthermore, the Governance Committee assesses and ensures the
independence from management of the Board and Board committees.
The Governance Committee is comprised of members who are all unrelated,
independent and non-management directors as defined by applicable securities
regulators. In-camera sessions, without management present, are regularly held
as part of each Committee meeting.
The Company is reviewing the terms of reference of the Governance
Committee with a view to include further enhancements, and expects to make
available the revised terms of reference on TELUS' Web site at telus.com when
the review is completed. Current terms of reference of the Governance Committee
are available upon request from the Company's Corporate Secretary.
TELUS already has in place many practices that are now mandated or
recommended by regulatory requirements or guidelines, and in 2002 has reviewed
and where appropriate further enhanced its corporate governance program. The
Governance Committee is committed to effective corporate governance at TELUS.
The following are highlights of some of the initiatives taken by the Governance
Committee in the past year:
* Enhanced the Board, committee and director evaluation processes
This involved extensively re-designing the Board and committee survey
(which is conducted on an annual basis) to provide directors an
opportunity to evaluate the mechanisms in place for the Board to not
only operate effectively and make decisions in the best interests of
the Company, but also to be a strategic asset of the Company. The
result is a solid measure of the contributions made by the Board, both
collectively and individually, for the long-term success of TELUS.
* Enhanced and renewed commitment to corporate governance
Regular updates were received throughout 2002 on corporate governance
initiatives taken by securities regulators and others. The Company also
held a joint Corporate Governance/Audit Committee meeting in January
2003 to educate directors on current corporate governance proposals by
securities regulators and ensure TELUS continues to institute best
practices in corporate governance and financial reporting (also, see
Mandate and report by the Audit Committee on page 21).
* Reduced the size of the Board to enhance effectiveness
The Governance Committee recommended a reduction in Board size from 15
to further enhance the Board's effectiveness (See Election of directors
on page 8).
* Recommended against granting options to directors in 2003 and
recommended a review of total compensation in 2003
The Governance Committee recommended against the granting of options
to directors in 2003. The Governance Committee will review in 2003
both the form and quantum of director compensation in order to
ensure it is appropriate. The Governance Committee will also review
the sufficiency of the current requirement that directors own at
least $100,000 in TELUS equity within five years of joining the TELUS
Board.
19
TELUS' statement of corporate governance practices, attached as Appendix A to
this information circular, further discloses the Board's continued commitment
and efforts to be at the forefront of corporate governance. It highlights the
corporate governance systems in place at TELUS and reviews its systems against
the Toronto Stock Exchange corporate governance guidelines ("TSX guidelines").
Signed, the members of the Corporate Governance Committee
R.P. Triffo - Chair R.J. Butler
G.N. Cooper J.S. Lacey
B.F. MacNeill
Director compensation
Each director of the Company who is not an employee of the Company, other than
Alfred C. Giammarino and Daniel C. Petri, receives an annual fee for acting as
a director on the Board and each committee served, plus a further fee for each
Board and committee meeting attended.(1) The following sets out the fees paid
to directors for the year ending December 31, 2002:
---------------------------------------------------------------------------------------------------------------------------------
Board retainers and meeting fees
for non-management directors Compensation
---------------------------------------------------------------------------------------------------------------------------------
Vice Chair's retainer fee $44,000 per annum
Directors' retainer fee $22,000 per annum
Directors' meeting fee
(including Vice Chair) $1,200 per meeting
Chair's meeting fee No meeting fee
---------------------------------------------------------------------------------------------------------------------------------
Committee retainers and meeting
fees for non-management directors Compensation
---------------------------------------------------------------------------------------------------------------------------------
Directors' retainer fee $3,000 per annum
Directors' meeting fee $1,200 per meeting
Chair's retainer fee $6,000 per annum
Chair's meeting fee $1,200 per meeting
---------------------------------------------------------------------------------------------------------------------------------
Chairman
Total retainer (instead of Board and
committee retainers and meeting fees) $175,000 per annum
---------------------------------------------------------------------------------------------------------------------------------
Directors who are requested by the Chairman to perform additional tasks or
assignments on behalf of the Board may in certain circumstances receive an
additional $1,200 per diem fee for such services.
(1) A.C. Giammarino and D.C. Petri do not receive director compensation due
to Verizon's policy that no director, by virtue of his employment with
Verizon or any of its affiliates, should receive director compensation.
20
mandate and report of
the audit committee
Although the Company's management has the primary responsibility for
the financial reporting process, the Audit Committee is responsible for
overseeing the Company's financial reporting process and ensuring its
integrity. The Committee also assumes specified responsibilities beyond
those of overseeing the reporting process as delegated by the Board. As
at December 31, 2002, the Committee was comprised of Iain J. Harris
(Chair), Peter D. Charbonneau, Alfred C. Giammarino, John S. Lacey and
Donald P. Woodley. The current Committee members were appointed on
February 28, 2003.
As required by mandate, the Audit Committee discusses with the
external auditors the scope of their examination, monitors the progress of the
independent audit and ensures the adequacy of accounting controls.
The Audit Committee receives quarterly reports on internal audit
program results and an evaluation of internal control systems and risk
assessment updates, including legal and regulatory claims, environmental
issues, disaster recovery plans, financial derivatives and other exposures. It
also receives an annual update on insurance coverage.
The Audit Committee reviews any changes or adoption of significant
accounting policies and estimates impacting the current and future financial
statements of the Company. The Audit Committee also regularly reviews updates
to the financing plan and policy as well as indemnities and guarantees. The
Audit Committee meets at least quarterly and reports on its activities to the
Board on a quarterly basis. At each quarterly meeting, the Committee meets
separately, in-camera, with both the internal auditor and external auditors.
The Audit Committee reviews and, if satisfied, recommends to the Board
for approval, the public release and filing of any annual audited consolidated
financial statements and quarterly unaudited consolidated financial statements
of the Company and any subsidiary whose financial statements are publicly
filed, including related news releases and management's discussion and analysis
(MD&A).
TELUS is firmly committed to full and fair financial disclosure. The
Company is widely recognized as a leader for the quality of its reporting and
comprehensiveness of its disclosure. In fact, we have a long history of
recognized excellence with eight consecutive years of medal wins (six of them
gold) in the telecommunications industry at the Corporate Reporting Awards, a
program sponsored by the Canadian Institute of Chartered Accountants (CICA) and
the National Post.
As part of the Company's commitment to remaining best-in-class in
financial reporting, the Audit Committee has implemented a number of
initiatives that enhance our corporate reporting and provide clear
communication to our shareholders. While some of these improvements have
recently become mandatory under the rules of various regulators and accounting
bodies, many of our measures go beyond those required. The following are some
of the Audit Committee's initiatives implemented in 2002, as well as several
which are targeted for implementation in 2003:
* Audit Committee oversees the CEO and CFO certification process
New requirements under the Sarbanes-Oxley Act ("SOX") in the U.S.
require both the CEO and CFO to personally certify to the effect that
they:
* have reviewed and will certify that certain reports, including the
annual audited financial statements, MD&A, this information circular
and the annual information form, based upon their knowledge, are
materially accurate and not misleading;
21
* are responsible for establishing and maintaining disclosure controls
and procedures; have designed those controls and procedures to
ensure material information is made known to them; have evaluated
the effectiveness of those controls and procedures; and have
presented their conclusions about the effectiveness of those
controls and procedures in the annual report;
* have disclosed to the Audit Committee and external auditors all
significant deficiencies and material weaknesses in the design or
operation of internal controls as well as any material weaknesses in
the internal controls; have disclosed any fraud that involves anyone
with a significant role in internal controls; and have indicated any
significant changes in internal controls or other factors that could
significantly affect internal controls.
TELUS already has in place an extensive and robust set of procedures and
controls including a conflict-of-interest disclosure checklist and quarterly
legal and regulatory complaint questionnaires. To lend additional support to
the certification, TELUS enhanced and formalized a more vigorous internal
process that provides the necessary due diligence and investigation to allow
the CEO and CFO to sign these certificates with confidence.
* Financial reporting and disclosure control checklist
Comprehensive checklists have been developed to provide validation and
assurance of financial reporting and proper disclosure controls. These
have been cascaded through the organization to senior managers in each
of the business units as well as those employees with key roles within
the financial and disclosure process. These checklists are based on
Guidance on Control issued by the Criteria of Control (CoCo) Board at
the CICA and guidance from other accounting and securities regulating
bodies.
* Improvements to risk management process
Under the direction of a newly appointed Vice-President, Risk
Management and Chief Auditor, TELUS has conducted a thorough
enterprise-wide risk assessment to support the certification process.
In September 2002, TELUS implemented an extensive risk assessment
survey of management employees across TELUS. TELUS conducted the survey
for the second time in January 2003. The survey results provide an
internal controls assessment of the entire organization and individual
business units. A report of the risk assessment and survey findings was
presented to the Audit Committee and the executive leadership team in
the fourth quarter of 2002. Individual executive leadership team
members have taken responsibility to address risk mitigation efforts
and the risk assessment results drove the development of the 2003 TELUS
internal audit plan. The survey is based on the Internal Control -
Integrated Framework, published by the Committee of Sponsoring
Organizations (COSO) of the Treadway Commission. This model represents
the U.S. integrated framework for internal control.
* Management's discussion & analysis enhancements reviewed with the Audit
Committee
Beginning with the disclosure of the second quarter results in 2002,
off-balance sheet arrangements and contractual liabilities are now part
of the MD&A. Under the recently issued CICA guidelines, this change was
not mandatory until the end of 2002. As part of the MD&A changes,
contingent liabilities and contractual obligations are now included in
TELUS' financial report.
* TELUS ethics policy
In 2002, TELUS updated its ethics policy, which applies to the
Company's directors, officers and all employees. It was introduced to
employees through an on-line interactive course, which all employees
were required to complete by early 2003. The Board is responsible for
monitoring compliance of the TELUS Ethics Policy and granting any
waivers from compliance for directors and officers of the Company. The
TELUS Ethics Policy is available on TELUS' website at telus.com and
upon request to the Company's Corporate Secretary.
* Whistle Blower ethics hotline
As part of its Ethics Policy, the Company's whistle blower hotline
allows employees and others to anonymously raise accounting, internal
controls and ethical issues or complaints. (Hotline phone number:
1-866-515-6333)
22
* External auditors independence and pre-approval of non-audit and audit
services
The Audit Committee considers the independence of the Company auditors
to be critical to the integrity of its financial reporting and a key to
maintaining best practices in corporate governance. One initiative
adopted by the Audit Committee in October 2002 to enhance the
independence of the Company's auditors, and to proactively comply with
rules proposed by the SEC, was to institute a process to identify,
monitor and approve all non-audit and audit services provided by its
external auditors.
* Amendments to the Audit Committee's terms of reference
The Company is reviewing the terms of reference of the Audit Committee
with a view to include further enhancements and changing regulatory
requirements, and expects to make available the revised terms of
reference on TELUS' Web site at telus.com when the review is completed.
Current terms of reference of the Audit Committee are available upon
request from the Company's Corporate Secretary.
Signed, the members of the Audit Committee
I.J. Harris - Chair P.D. Charbonneau
A.C. Giammarino
23
mandate and report of the
human resources and compensation committee
The Human Resources and Compensation Committee (the "Compensation Committee")
of the Board of directors is responsible for developing the compensation
philosophy and guidelines for executive and management compensation, and for
reviewing executive compensation. The Compensation Committee annually reviews
and reports to the Board on the Company's organization structure, management's
succession plans for the executive leadership team, including specific
development plans and career planning for potential successors. It administers
Board approved option plans and employee benefit plans (other than pension
plans) and recommends option grants to the Board for approval.
Committee members and non-management directors are not eligible to
participate in any of the Company's compensation programs for employees, except
for the Share Option and Compensation Plan, which contains separate provisions
related to the grant of options, purchase of shares and issuance of deferred
share units to non-employee directors. There are no interlocking relationships
between the members of the Committee and executives of the Company. As of
December 31, 2002, the Committee was composed of John S. Lacey (Chair), Brian
MacNeill, Lawrence A. Pentland and Daniel C. Petri. Michael T. Masin (former
Committee Chair), Pierre Choquette (former Committee Chair replacing Michael T.
Masin) and Geraldine B. Sinclair were members of the Committee during 2002 but
resigned prior to December 31, 2002 (October 4, 2002, November 19, 2002 and
November 10, 2002, respectively). The current Committee members were appointed
on February 28, 2003.
The Company is reviewing the terms of reference of the Compensation
Committee with a view to including further enhancements and expects to make
available the revised terms of reference on TELUS' Web site at telus.com when
the review is completed. Current terms of reference of the Compensation
Committee are available upon request from the Company's Corporate Secretary.
Report on executive compensation
One of the Compensation Committee's roles is to design a compensation
arrangement for the Company's executives that will allow the Company to attract
and retain the key talent necessary to achieve the business objectives approved
by the Board and to enhance the growth and profitability of the Company.
Compensation objectives and principles
The goal is to create a clear linkage between compensation and the achievement
of business goals in the short term, medium term and long term by providing
appropriate components of fixed compensation, compensation at risk and future
income security.
The Compensation Committee has approved a performance management
philosophy that provides a direct linkage between short-, medium- and long-term
compensation at risk and the execution strategies required to achieve the goals
of continuous growth, excellent customer service and operational excellence
while providing a workplace of choice. In establishing the appropriate
compensation levels, the Committee receives, the expert advice of outside
consultants who conduct surveys and provide competitive data, and
recommendations from management.
The Compensation Committee relates total compensation levels for
executives to the compensation paid to executives of two comparator groups:
general Canadian industry with revenue similar to that of the Company and
Canadian telecommunications companies. The Compensation Committee approves the
selection of external consultants, and from time to time reviews the selection
of companies used for compensation comparison purposes.
24
Performance management
For 2002, the Compensation Committee has approved a rigorous, comprehensive and
holistic approach towards the assessment of the performance of the executive
leadership team. Each executive leadership team member is evaluated using the
following assessment tools:
* personal value-add assessment model
* individual, business unit and corporate balanced scorecards
* strategic staffing model.
The personal value-add assessment model is used to assess and rate an executive
leadership team member's achievement of results, leadership skills, retention
criticality and value to achieving strategy. These ratings, in conjunction with
competitive market compensation data and the balanced scorecard results, are
used to determine an executive leadership team member's annual variable pay,
and restricted share unit and share option grants.
The strategic staffing model is a comprehensive assessment tool used to
assess each executive leadership team member's development and is relied on to
develop and regularly update succession plans for executive positions.
Compensation mix
The key elements of the Company's executive compensation program are base
salary and at-risk compensation, which comprises annual variable pay,
allocations of restricted share units and long-term incentives. These key
elements are addressed separately below. The Compensation Committee has adopted
a market-based approach to ensure that the Company provides competitive
compensation. Total compensation is generally targeted to be at the 75th
percentile of the two comparator groups. The Compensation Committee will also
consider all elements of an executive's total compensation including health and
welfare benefits, retirement programs, perquisites and severance arrangements.
This philosophy results in base salary comprising less than 50 per cent of
total compensation.
Base salary
In accordance with its market-based approach, the Compensation Committee has
targeted base salaries to be at approximately the 50th percentile of the
comparator groups. Individual base salaries are adjusted by the Compensation
Committee to recognize varying levels of responsibility, prior experience,
breadth of knowledge, overall individual performance and internal equity
issues, as well as the pay practices of companies in the comparator groups.
At-risk incentive pay
The Compensation Committee is a proponent of linking compensation directly to
the ultimate achievement of business objectives. As a result, the target
at-risk incentive pay for executives is greater than the base salary. The
Company adopts three strategies for at-risk incentive pay:
1. Annual variable pay plan
This annual plan implements the Company's pay-for-performance philosophy by
providing executives with direct financial incentives in the form of an annual
cash award based on the achievement of corporate, strategic business unit and
individual performance goals. The actual achievement of annual business plans
as reflected through performance measurement and quantifiable goals will
ultimately determine the annual variable compensation received.
Specific targets were established using a balanced scorecard approach
with 2002 corporate targets tied to profitable growth, targeted market revenue
growth, business efficiency and employee engagement. Balanced scorecard targets
were also set for each strategic business unit. The awards payable to the
executive leadership team members are determined based on meeting the corporate
targets and their strategic business unit targets, as set out in the corporate
balanced scorecard and their respective strategic business unit balanced
scorecards, and achieving the results set out in their personal performance
objectives. Results at less than target would result in a reduced or zero
award.
Corporate and strategic business unit scorecard objectives were tied to the
strategic imperatives of TELUS, which are as follows:
* provide integrated solutions;
* build national capabilities across data, IP, voice and mobility;
* partner, acquire and divest as necessary;
* focus relentlessly on growth markets;
* go to the market as one team; and,
* invest in internal capabilities.
25
The weighting generally given to corporate results, strategic business unit
(SBU) results and personal results and their respective target awards for each
executive leadership team member is set out in the following table:
---------------------------------------------------------------------------------------------------------------------------------
Component weighting Target award
---------------------------------------------------------------------------------------------------------------------------------
Average
Corporate SBU customer facing Personal % of
Position results results SBU results results base salary
---------------------------------------------------------------------------------------------------------------------------------
President & CEO 30% 20% (composite) 30% 20% 50%
EVP - Customer facing SBU 50% 30% n/a 20% 50%(1)
EVP - Business enabling SBU 30% 20% 30% 20% 50%
---------------------------------------------------------------------------------------------------------------------------------
(1) The Executive Vice-President & President & CEO of TELUS Mobility's
target award is 100 per cent of base salary as he does not participate in any
mid-term incentive or pension plans.
The award for the Executive Vice-President of a business enabling strategic
business unit such as Finance and Human Resources is based in part on the
success of the Company's customer facing strategic business units to ensure
direct line of sight to the achievement of line objectives. The award for the
President & CEO is based in part on the average results of all the strategic
business units.
The personal performance of each member of the executive leadership
team (other than the President & CEO) is assessed by the President & CEO, and
the performance of the President & CEO is assessed by the Compensation
Committee. The personal performance scorecard component is then determined
based on the following table:
---------------------------------------------------------------------------------------------------------------------------------
Personal Performance
---------------------------------------------------------------------------------------------------------------------------------
Performance
Rating rating Multiplier
---------------------------------------------------------------------------------------------------------------------------------
Below expectation 2 0.0
Needs improvement 3-4 0.2-0.6
Contributing 5-6-7 0.7-1.0
Superior 8-9 1.1-1.5
Distinguished 10 Greater than 1.5
---------------------------------------------------------------------------------------------------------------------------------
This approach ensures that payouts reflect performance levels that require
truly outstanding results to deliver multipliers greater than 1.0.
For 2002, the TELUS corporate balanced scorecard result was 76% of
target, while the overall annual variable pay plan results for the executive
leadership team members were below target, with the exception of the result for
the Executive Vice-President & President & CEO of TELUS Mobility.
2. Mid-term incentives
In 2002, the Compensation Committee approved a reduction in the cash component
of annual variable pay ranges and substituted it with the implementation of a
mid-term incentive plan in the form of Restricted Share Units (RSUs) for
executive leadership team members. The purpose of this plan is to link a
portion of the at-risk compensation to both the achievement of performance
targets and total shareholder return, and to promote the retention of
executives. The amount and terms of any allocation are determined by the
Compensation Committee.
Generally, the number of RSUs allocated to an executive is based on the
achievement by the executive of performance targets in the preceding year. For
2002, Darren Entwistle received an additional award of RSUs in lieu of a full
grant of share options (award split between 60% RSUs and 40% share options).
Each RSU is equal in value to one non-voting share calculated in the manner
provided in the respective RSU plans. Dividends on non-voting shares are
credited to a participant's account and are recorded as additional RSUs during
the three-year life of each allocation. In order to protect and further align
the executive leadership team's interests with shareholders' interests, the
value of the award is linked to the share price on non-voting shares.
26
The 2001 RSU plan provided that RSUs were allocated at a value equal to the
weighted average trading price per non-voting share on the Toronto Stock
Exchange on the day preceding the date of allocation. Unless otherwise
determined with respect to any particular allocation, the RSU plan implemented
in 2002 (the "RSU II plan") provides that the RSUs are allocated at the value
of the non-voting shares at the beginning or end of the year preceding the year
of allocation, whichever is higher. For the implementation year of the RSU II
plan, the beginning of the year was set at May 1, 2002 rather than January 1,
2002. The value of the non-voting shares is calculated on the basis of the
weighted average trading price of the non-voting shares of the Toronto Stock
Exchange for the 15 business days preceding the date of allocation. For
example, for the RSUs allocated in 2004, the RSUs will be allocated based on
the trading values of the non-voting shares determined in the above manner at
January 1, 2003 or December 31, 2003, whichever is higher.
Retention is promoted through the vesting of RSUs. Under the 2001 RSU
plan, the allocated RSUs vest on October 18, 2004 and are paid out prior to that
year-end. The allocated RSUs under the RSU II plan vest and become payable in
equal installments over a three-year period. All RSUs must be paid out before
the end of the third year. The value of the RSUs at pay-out is based on the
value of non-voting shares at that time, calculated in the manner required by
the applicable plan. Payments under the 2001 RSU plan may be in cash or in
non-voting shares purchased in the market and under the RSU II plan may be in
cash or non-voting shares purchased in the market, or, subject to all necessary
corporate and regulatory approvals, in non-voting shares issued from treasury.
3. Long-term incentives
Long-term incentives are provided under the Share Option and Compensation Plan.
The value of long-term incentives was established using a similar methodology
to that used for the annual incentive plan of the Company. The purpose of the
plan is to align the interests of shareholders with those of executives and
non-employee directors and to provide incentive compensation based on the
appreciation in value of the common shares and non-voting shares. This strategy
provides an opportunity for executives to acquire, through share options, an
increased proprietary interest in the Company.
The amount and terms of any grant as determined by the Compensation
Committee will be consistent with the overall compensation philosophy and
objectives as set out above. As noted previously, share option grants are based
on two main factors: competitive market compensation considerations and each
executive leadership team member's personal value-add assessment model ratings.
Share options will be granted at an exercise price not less than the
market value of the non-voting shares, on the last business day before the
grant date as determined pursuant to the plan. For 2002, primary grants were
issued with graduated vesting over three years. One named executive was granted
options with possible vesting no later than two years after the grant. Prior
option grants are not taken into account in determining whether and, if so, how
many new options would be granted.
Compensation of CEO
The principles used for determining the compensation of the President & CEO,
Darren Entwistle, were identical to those established for the other executives,
other than noted previously.
Share ownership guidelines
Share ownership guidelines have been introduced to provide a further link
between executive share ownership and that of our shareholders, thereby
demonstrating our executives' ongoing alliance with our shareholders.
The share ownership targets provide for a value of at least three times
annual base salary for the President & CEO and one times annual base salary for
the executive leadership team. The share ownership can be a mix of common and
non-voting shares and is to be acquired over a five-year period (i.e. by the
end of 2007). Certain executives already have significant shareholdings and
meet or exceed these targets.
27
Executive shareholdings summary table
The following table provides information concerning the total TELUS
shareholdings held by each named executive (as set out in the Executive
compensation summary table on page 29), dollar value of shareholdings and share
ownership level (based on dollar value) to executive base salary ratio, as at
December 31, 2002 (see share owner-ship guidelines on page 27).
---------------------------------------------------------------------------------------------------------------------------------
TELUS Shareholdings
(common shares/non-voting Executive's share
shares/restricted share units for Dollar value of ownership level to
Name non-voting shares) shareholdings ($)(1) base salary ratio
---------------------------------------------------------------------------------------------------------------------------------
Darren Entwistle 10,723/71,468/28,626 1,803,639 2.3
George Cope -/165,048/- 2,665,525 4.4
John Maduri 6,743/-/- 117,665 0.3
Robert McFarlane 0/176,829/13,397 3,072,154 7.7
Barry Baptie 8,648/526/11,330 342,380 1.0
---------------------------------------------------------------------------------------------------------------------------------
(1) At the close of trading on December 31, 2002 the market price of the
common shares was $17.45 and the market price of the non-voting shares
was $16.15.
Conclusion
The Compensation Committee believes that the various components of compensation
are appropriately balanced to provide direction and motivation for the
executives to make a positive contribution to the Company's overall success and
to deliver growth and synergy opportunities, thereby enhancing the value of the
Company for our shareholders.
Signed, the members of the Human Resources
and Compensation Committee
J.S. Lacey - Chair B.F. MacNeill
L.A. Pentland D.C. Petri
D.P. Woodley
28
Executive compensation summary table
In accordance with executive compensation reporting requirements of applicable
securities regulations, the following table provides information concerning the
total compensation paid during the last three fiscal years to the CEO of the
Company in the year ended December 31, 2002 and the four other executive
officers employed by the Company as at December 31, 2002 who had the highest
individual aggregate annual salary and bonuses during 2002 (collectively, the
"named executives"). The figures shown for each of the three years represent
those amounts paid by the Company or its predecessors to the named executives.
The amounts shown in the following tables may include the issuance of
options, and options given under the former option plan of Clearnet
Communications Inc., adjusted in number to take into consideration the
conversion of such options into options for Company shares pursuant to an
option plan adopted only for this purpose, in addition to the options granted
under the Company's Share Option and Compensation Plan.
---------------------------------------------------------------------------------------------------------------------------------
Compensation
---------------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Other Number of Restricted
annual securities shares or All other
compen- under restricted compen-
Name and Year ended Salary Bonus(1) sation(2) options share units LTIP sation
principal position December 31 ($) ($) ($) granted(3) ($) payouts ($)
---------------------------------------------------------------------------------------------------------------------------------
Darren Entwistle 2002 785,000 371,305 97,247(4) 163,255 1,824,014(6) - 60,183(8)
President & Chief 2001 785,000 510,250 109,075(5) 380,000 510,250(7) - 60,183(8)
Executive Officer 2000 335,000 279,390 - 215,025 - - 150,000(9)
(2000-07-10 to present) - - - 350,000 - - -
---------------------------------------------------------------------------------------------------------------------------------
George Cope 2002 600,000 636,000 - 95,000 - - -
Executive Vice-President 2001 560,080 596,858 - 208,335 - - 1,400,000(10)
& President & CEO, 2000 70,278 127,417 - 352,824 - - -
TELUS Mobility
(2000-11-15 to present)
---------------------------------------------------------------------------------------------------------------------------------
John Maduri 2002 360,000 138,060 171,260(11) 80,000 138,060(6) - -
Executive Vice-President 2001 360,000 361,080 368,479(12) 75,000 - - 11,040(8)
& President, - - - - - - 10,000(13)
Business Solutions 2000 240,000 166,800 - 31,758 - - 35,000(9)
(2000-05-01 to present) - - - 142,820 - - -
---------------------------------------------------------------------------------------------------------------------------------
Robert McFarlane 2002 400,000 183,600 - 50,000 191,387(6) -
Executive Vice-President 2001 400,000 238,800 - 50,000 238,800(7) - 15,333(8)
& Chief Financial Officer - - - - - - 875,000(10)
(2000-11-06 to present) 2000 61,111 92,667 44,109 - - 7,900(13)
128,958 10,000(13)
---------------------------------------------------------------------------------------------------------------------------------
Barry Baptie 2002 350,000 153,125 32,462(14) 50,000 159,710(6) - 13,416(8)
Executive Vice-President, 2001 350,000 201,950 27,481(14) 60,000 201,950(7) - 57,441(15)
Technology & Operations - - - - - - 90,044(16)
(1977-08-22 to present) 2000 320,154 222,507 18,378(14) 38,595 - - 75,000(9)
- - - - - - 10,000(13)
---------------------------------------------------------------------------------------------------------------------------------
(1) Represents variable "at risk" component of cash compensation
earned under the annual variable pay plan. Amounts are paid in first
quarter of following year.
(2) Except as noted, the value of perquisites and other personal
benefits received by named executives is no greater than the lesser of
$50,000 and 10 per cent of annual salary and bonus of the respective
named executives.
(3) Annual option grants under the Share Option and Compensation
Plan awarded to the named executives in relation to the 2002 financial
year were approved by the Compensation Committee and the Board on the
11th and 12th of February 2003. Similarly, previous years' grants have
been reclassified to the financial year to which the grant is
attributed. The details with respect to the option grants made in 2000
with respect to 1999 performance are in the 2001 information circular.
(4) Consists of $50,000 bonus paid to allow executive to repay
Company loan in that amount, deemed interest on interest-free Company
loan and bonus in an amount sufficient to cover the taxes on both the
loan repayment bonus and the deemed interest.
(5) Consists of $50,000 bonus paid to allow executive to repay
Company loan in that amount, deemed interest on interest-free Company
loan, deemed interest on a relocation expense payment in 2000 in the
amount of $49,350, and bonus in an amount sufficient to cover the taxes
on both the loan repayment bonus and the deemed interest.
29
(6) Except as noted below for Darren Entwistle, amounts shown for
2002 for Misters. Entwistle, Maduri, McFarlane and Baptie represent
awards made on February 11, 2003 under the Company's RSU II plan which
were converted into RSUs based on a share price of $16.11, which was
the weighted average trading price of the non-voting shares on the
Toronto Stock Exchange for the 15 business days ending December 31,
2002. The closing price of non-voting shares on the Toronto Stock
Exchange on December 31, 2002 was $16.15. The number of RSUs awarded
under the RSU II plan are as follows: Darren Entwistle - 23,048; John
Maduri - 8,570; Robert McFarlane - 11,397; and Barry Baptie - 9,505.
The amount for 2002 also includes the value as of December 31, 2002 of
additional RSUs which were credited to such participants on the RSUs
under the 2001 RSU plan to reflect payment of dividends on the
non-voting shares during 2002. The RSUs under the RSU II plan vest in
equal numbers over three years. During the life of the RSU, the named
executives will also receive additional RSUs equal to any dividends
paid on the non-voting shares. On vesting, the value of the RSUs is
equal to the 15-day weighted average trading price of the non-voting
shares on the Toronto Stock Exchange on the day prior to vesting
multiplied by the number of RSUs held. Payout at vesting may be made in
cash, non- voting shares purchased in the market or subject to all
necessary corporate and regulatory approvals, in non-voting shares
issued from treasury. The number of RSUs awarded is based on the
achievement of 2002 performance results. For Darren Entwistle, his
grant was comprised of 23,048 RSUs for 2002 performance (based on
$16.11) and 96,640 RSUs (based on $14.86, the weighted average trading
price of the non-voting shares on the Toronto Stock Exchange on
February 11, 2003). The 96,640 RSUs were an additional award granted to
Mr. Entwistle in lieu of a full grant of share options (award split
between 60 per cent RSUs and 40 per cent share options).
(7) The number of RSUs awarded under the 2001 RSU plan are as
follows: Darren Entwistle - 27,596; Robert McFarlane - 12,915; and
Barry Baptie - 10,922. Dollar figures shown represent the number of
outstanding RSUs multiplied by the weighted average trading price of
non-voting shares as of February 12, 2002 being the date of grant. Each
RSU is equal to the value of one non-voting share, as calculated under
the plan. The RSUs vest on October 18, 2004. During the life of the
RSUs, the executive will also receive additional RSUs equal to any
dividends paid on the non-voting shares. On vesting, the value of the
RSUs is equal to the weighted average trading price of the non-voting
shares on that day multiplied by the number of RSUs held. Payout at
vesting may be made in cash or in non-voting shares purchased in the
market.
(8) Payment in lieu of accrued but unused vacation.
(9) Special bonus related to Clearnet acquisition.
(10) Payment of obligations assumed by TELUS upon acquisition of
Clearnet Communications Inc.
(11) Consists of $100,000 bonus paid to allow executive to repay
Company loan in that amount, deemed interest on interest-free Company
loan and deemed interest on a housing cost-differential payment in the
amount of $105,951 for 2002, and bonus in an amount sufficient to cover
the taxes on both the loan repayment bonus and the deemed interest.
(12) Consists of $200,000 bonus paid to allow executive to repay
Company loan in that amount, deemed interest on interest-free Company
loan and deemed interest on a housing cost-differential payment in the
amount of $205,951 for 2001, and bonus in an amount sufficient to cover
the taxes on both the loan repayment bonus and the deemed interest.
(13) Relocation expense payment.
(14) Housing cost-differential payment.
(15) Payment in lieu of accrued but unused vacation from years prior
to the executive leadership team appointment.
(16) Payment to cover tax differences between provinces.
Options granted for the most recently completed financial year
A change in the timing of share option grants to executives occurred
for the 2001 fiscal year. In the prior years, the executives received
share option grants in the same fiscal year as the year for which such
options were awarded. In 2001, share option grants for 2001 performance
were not awarded until 2002. Accordingly, for this transition year only
and in order to provide shareholders with the most recent and complete
information, two tables are published below. The first table is for
option grants made in February 2003 for fiscal year 2002 performance,
and the second table is for option grants made in February 2002 for
fiscal year 2001 performance.
30
The following option grants to the named executives were made in February 2003
in respect of 2002 performance:
---------------------------------------------------------------------------------------------------------------------------------
Market value
% of total of securities
Securities under options granted to Exercise or underlying options
options granted(1) employees in base price on the date of grant
Name (#) financial year(1) ($/security)(2) ($/security)(3) Expiration date
---------------------------------------------------------------------------------------------------------------------------------
Darren Entwistle 163,255 3.41 $14.86 $15.16 February 12, 2010
George Cope 95,000 1.98 $14.86 $15.16 February 12, 2010
John Maduri 80,000 1.67 $14.86 $15.16 February 12, 2010
Robert McFarlane 50,000 1.04 $14.86 $15.16 February 12, 2010
Barry Baptie 50,000 1.04 $14.86 $15.16 February 12, 2010
---------------------------------------------------------------------------------------------------------------------------------
(1) Percentage refers to percentage of total grant of TELUS share
options. All grants are in respect of non-voting shares.
(2) TELUS options are granted at or above the weighted average
trading price of the non-voting shares on the last business day before
the date of grant.
(3) Actual weighted average trading price on the date of grant.
The following option grants were made to the named executives in 2002
in respect of 2001 performance:
---------------------------------------------------------------------------------------------------------------------------------
Market value
% of total of securities
Securities under option granted to Exercise or underlying options
options granted(1) employees in base price on the date of grant
Name (#) financial year(1) ($/security)(2) ($/security)(3) Expiration date
---------------------------------------------------------------------------------------------------------------------------------
Darren Entwistle 380,000 7.93 24.00 18.15 February 13, 2012
George Cope(4) - - - - -
John Maduri 75,000 1.57 24.00 18.15 February 13, 2012
Robert McFarlane 50,000 1.04 24.00 18.15 February 13, 2012
Barry Baptie 60,000 1.25 24.00 18.15 February 13, 2012
---------------------------------------------------------------------------------------------------------------------------------
(1) Percentage refers to percentage of total grant of TELUS stock
options. All grants are in respect of non-voting shares.
(2) TELUS options are granted at or above the weighted average trading
price of the non-voting shares on the last business day before the date
of grant.
(3) Actual weighted average trading price on the date of grant.
(4) No options were granted to Mr. Cope in 2002 because 208,335
options were granted to him on December 21, 2001 under his employment
agreement.
Aggregated options exercised during the most recently completed financial year
and financial year-end option values for the named executives
---------------------------------------------------------------------------------------------------------------------------------
Securities Aggregate Value of unexercised
acquired on value in the money options
exercise realized Unexercised options at FY-end
Name (#) ($) at FY-end(1) ($) exercisable/unexercisable
---------------------------------------------------------------------------------------------------------------------------------
common shares/ common shares/
non-voting shares non-voting shares
(#) exercisable (#) unexercisable
---------------------------------------------------------------------------------------------------------------------------------
Darren Entwistle - - 0/71,675 350,000/523,350 -/-
George Cope - - 0/234,824 261,852/268,983 529,655(2)/-
John Maduri - - 65,586/10,586 87,820/96,172 -/-
Robert McFarlane - - 51,060/178,303 77,898/79,403 423,724(2)/-
Barry Baptie - - 13,765(3)/17,100/12,865 26,945/85,730 -/-
---------------------------------------------------------------------------------------------------------------------------------
(1) At the close of trading on December 31, 2002 the market price
of the common shares was $17.45 and the market price of the non-voting
shares was $16.15.
(2) Based on the difference between the exercise price and the
closing market price of the underlying non-voting shares ($16.15 for
the non-voting shares) on December 31, 2002.
(3) Options acquired pre-merger for 75 per cent common shares and
25 per cent non-voting shares when exercised.
31
SAR grants during the most recently completed financial year
The following RSUallocations were made to the named executives in February 2003
in respect of 2002:
---------------------------------------------------------------------------------------------------------------------------------
Market value
% of total of securities
Securities under SARs granted to underlying SARs on
SARs granted employees in Base price the date of grant
Name (#) financial year(1) ($/security)(2) ($/security)(3) Expiration date
---------------------------------------------------------------------------------------------------------------------------------
Darren Entwistle 23,048 11.42% $16.11 $14.86 December 1, 2005
96,640(4) 47.89% $14.86(4) $14.86 December 1, 2005
George Cope - - - - -
John Maduri 8,570 4.25% $16.11 $14.86 December 1, 2005
Robert McFarlane 11,397 5.65% $16.11 $14.86 December 1, 2005
Barry Baptie 9,505 4.71% $16.11 $14.86 December 1, 2005
---------------------------------------------------------------------------------------------------------------------------------
(1) Percentage refers to percentage of total allocation of RSUs at
the date of allocation.
(2) RSUs are generally granted under the RSU II plan based on the
weighted average closing price of the non-voting shares of the Company
on the Toronto Stock Exchange for the 15 business days ending December
31, 2002.
(3) The weighted average trading price of the non-voting shares on
the Toronto Stock Exchange on the allocation date of February 11, 2003.
(4) RSUs granted based on a split in equity grant of 60 per cent
RSUs and 40 per cent options. The number of RSUs granted was based on
the value of the weighted average trading price of the non-voting
shares on the Toronto Stock Exchange on February 11, 2003.
The following RSU allocations were made to the named executives in 2002 in
respect of 2001:
---------------------------------------------------------------------------------------------------------------------------------
Market value
% of total of securities
Securities under SARs granted to underlying SARs on
SARs granted employees in Base price the date of grant
Name (#) financial year(1) ($/security)(2) ($/security)(2) Expiration date
---------------------------------------------------------------------------------------------------------------------------------
Darren Entwistle 27,596 29.65% $18.49 $18.49 October 18, 2004
George Cope - - - - -
John Maduri - - - -
Robert McFarlane 12,915 13.88% $18.49 $18.49 October 18, 2004
Barry Baptie 10,922 11.73% $18.49 $18.49 October 18, 2004
---------------------------------------------------------------------------------------------------------------------------------
(1) Percentage refers to percentage of total allocation of RSUs at date of
allocation.
(2) RSUs were granted based on the weighted average trading price of the
non-voting shares of the Company on the Toronto Stock Exchange on the
allocation date of February 12, 2002.
Aggregated SARs exercised during the most recently completed financial year and
financial year-end SAR values for the named executives
S>
---------------------------------------------------------------------------------------------------------------------------------
Securities Aggregate Value of unexercised
acquired on value Unexercised SARs in the money SARs
exercise realized at FY-end at FY-end
Name (#) ($) (#) exercisable/unexercisable(1) ($)exercisable/unexercisable(2)
Darren Entwistle - - -/148,314 -/2,390,484
George Cope - - -/- -/-
John Maduri - - -/ 8,570 -/138,063
Robert McFarlane - - -/24,794 -/399,967
Barry Baptie - - -/20,835 -/336,105
---------------------------------------------------------------------------------------------------------------------------------
(1) Also includes the RSUs credited under the 2001 RSU plan to
named executives reflecting dividends paid on non-voting shares during
2002.
(2) RSUs under the 2001 plan are valued at the weighted average
trading price of the non-voting shares on the Toronto Stock Exchange on
December 31, 2002. RSUs under the RSU II plan are valued at the
weighted average trading price of the non-voting shares on the Toronto
Stock Exchange for the 15 days ending December 31, 2002.
32
TELUS pension plan
The TELUS Supplementary Retirement Arrangement ("SRA") establishes an overall
retirement income benefit which provides supplemental pension benefits to be
paid to a retired executive in addition to the pension income under the
existing registered company pension plans.
Named executives, other than George Cope, participate in the Company's
contributory registered pension plans. The SRA for the named executives
supplements these plans by providing a total benefit at retirement determined
as two per cent of a person's highest consecutive three years' average
pensionable remuneration times the total number of years of credited service to
a maximum of 35. (Pensionable remuneration is base salary increased by 50 per
cent for annual variable compensation payments to the named executives other
than the CEO, and by 60 per cent for the CEO). The following table shows the
total of the annual retirement benefits, payable from both the SRA and
registered pension plans, assuming retirement at age 60 or over:
Pension Plan table 2002
Years of service
---------------------------------------------------------------------------------------------------------------------------------
Remuneration ($) 15 20 25 30 35
---------------------------------------------------------------------------------------------------------------------------------
175,000 52,500 70,000 87,500 105,000 122,500
200,000 60,000 80,000 100,000 120,000 140,000
225,000 67,500 90,000 112,500 135,000 157,500
250,000 75,000 100,000 125,000 150,000 175,000
300,000 90,000 120,000 150,000 180,000 210,000
350,000 105,000 140,000 175,000 210,000 245,000
400,000 120,000 160,000 200,000 240,000 280,000
450,000 135,000 180,000 225,000 270,000 315,000
500,000 150,000 200,000 250,000 300,000 350,000
550,000 165,000 220,000 275,000 330,000 385,000
600,000 180,000 240,000 300,000 360,000 420,000
650,000 195,000 260,000 325,000 390,000 455,000
700,000 210,000 280,000 350,000 420,000 490,000
750,000 225,000 300,000 375,000 450,000 525,000
800,000 240,000 320,000 400,000 480,000 560,000
850,000 255,000 340,000 425,000 510,000 595,000
900,000 270,000 360,000 450,000 540,000 630,000
950,000 285,000 380,000 475,000 570,000 665,000
1,000,000 300,000 400,000 500,000 600,000 700,000
1,050,000 315,000 420,000 525,000 630,000 735,000
1,100,000 330,000 440,000 550,000 660,000 770,000
1,150,000 345,000 460,000 575,000 690,000 805,000
1,200,000 360,000 480,000 600,000 720,000 840,000
1,250,000 375,000 500,000 625,000 750,000 875,000
1,300,000 390,000 520,000 650,000 780,000 910,000
1,350,000 405,000 540,000 675,000 810,000 945,000
1,400,000 420,000 560,000 700,000 840,000 980,000
1,450,000 435,000 580,000 725,000 870,000 1,015,000
---------------------------------------------------------------------------------------------------------------------------------
(1) The compensation covered by the SRA for each of the named
executives is based on his respective salary shown in the executive
summary compensation table plus 60 per cent for the CEO and 50 per cent
for each of the other participating named executives.
(2) The benefits under the registered pension plans and the SRA are
payable for a member's lifetime with a 60 per cent benefit payable to
the surviving spouse.
(3) The pension at retirement, at age 60 with less than 15 years'
service, will be reduced.
(4) The above benefits are not offset by any CPP/QPP payments.
The years of credited service as of December 31, 2002 for pension plan purposes
for the named executives other than George Cope are as follows: Darren
Entwistle, two years and six months; John Maduri, four years and four months;
Robert McFarlane, two years and two months; and Barry Baptie, twenty-five years
and four months.
33
Employment agreements
TELUS has entered into executive employment agreements with an indefinite term
with Darren Entwistle and Barry Baptie. Pursuant to these agreements, the
executive's base salary for 2002 was established and an incentive compensation
target of 50 per cent of base salary in 2002 was set. At the commencement of
his employment, Darren Entwistle received a $250,000 interest-free forgivable
loan net of tax obligations under his contract, of which $50,000 was forgiven
in each of 2001 and 2002.
Each agreement provides that if the employment of the executive were
terminated at any time other than for just cause or by reason of death,
disability or retirement, the executive will be paid a severance payment equal
to two times his annual compensation and will be provided with continued
benefit coverage and continued accrual of pensionable service for two years
following the date of termination. Each agreement contains a prohibition on the
improper disclosure or use of confidential information and a one-year
non-competition restriction after termination.
TELUS has entered into an agreement with John Maduri which is similar
to the agreements with Darren Entwistle and Barry Baptie, except that the
agreement with John Maduri provides that if the employment of the executive
were terminated other than for just cause or by reason of death, disability or
retirement, he will be paid a severance payment equal to one and one-half times
his annual compensation and will be provided with continued benefit coverage
and continued accrual of pension plan rights for 18 months following the date
of termination. John Maduri received a $300,000 interest-free forgivable loan
net of tax obligations under his contract, of which $200,000 was forgiven in
2001 and $100,000 was forgiven in 2002. Under his agreement, John Maduri is
entitled to credit under the SRA of two years of pension service for each full
year of employment during the first five years.
TELUS has entered into an agreement with George Cope which is similar
to the agreements with Darren Entwistle and Barry Baptie, except that the
agreement with George Cope is for a fixed term expiring on December 31, 2004
and he does not participate in the pension plans of TELUS. George Cope's stock
option grant is structured to vest on December 31, 2004, subject to the terms
of his agreement. The agreement provides that if the employment of the
executive were terminated at any time prior to expiry of the term other than
for just cause or by reason of death or disability, he will be entitled to his
salary for the balance of the term of his agreement.
In addition, if his employment were terminated, with the result that the
one-year competition restriction becomes effective, the executive will be
entitled to one year of annual compensation.
TELUS has entered into an agreement with Robert McFarlane which is
similar to the agreements with Darren Entwistle and Barry Baptie, except that
the agreement with Robert McFarlane provides that if the employment of the
executive were terminated during the first three years other than for just
cause or by reason of death, disability or retirement, he will be paid a
severance payment equal to one and one-half times his annual compensation and
will be provided with continued benefit coverage and continued accrual of
pension plan rights for 18 months following the date of termination. In
addition, if his employment were terminated with the result that the one-year
competition restriction becomes effective, he will be entitled to one year of
annual compensation.
Indebtedness of directors and officers
No director or officer of the Company or proposed nominee for election as a
director of the Company, or any associate thereof, is or has been indebted to
the Company or its subsidiaries since January 1, 2002 except with respect to
loans as noted below. The Company provided assistance by way of loans to
certain officers to minimize financial exposure associated with their
acceptance of a position with the Company or to assist with housing costs. The
aggregate amount of all indebtedness to the Company or to any of its
subsidiaries from directors or officers as at February 28, 2003 was $450,000.
The following table, presented in accordance with applicable securities laws,
shows the details of certain indebtedness owed by directors and officers of the
Company. All such indebtedness was incurred prior to July 30, 2002, the
enactment date of the Sarbanes-Oxley Act (SOX). In compliance with that
legislation, no new personal loans to directors and executive officers were
made or arranged, and no pre-existing personal loans were renewed or modified,
since July 30, 2002.
34
---------------------------------------------------------------------------------------------------------------------------------
Involvement of Largest amount outstanding Amount outstanding as at
Name and principal position issuer or subsidiary during 2002 ($) February 28, 2003 ($)
---------------------------------------------------------------------------------------------------------------------------------
Darren Entwistle
President & CEO Loan from Issuer(1) 200,000 150,000
Joseph Grech
Executive Vice-President
& President, Partner Solutions Loan from Issuer(2) 300,000 300,000
John Maduri
Executive Vice-President
& President, Business Solutions Loan from Issuer(3) 100,000 -
---------------------------------------------------------------------------------------------------------------------------------
(1) Interest-free. Repayment in 2002 of $50,000 was offset by a
Company bonus in an amount sufficient to cover the amount repaid and
taxes thereon. Repayment of the balance of the loan in increments of
$50,000 due in each of 2003 through 2005 will be offset by Company
bonuses in an amount sufficient to cover the amount repaid and taxes
thereon if the executive is an employee at those times. The loan will
be repaid in a similar manner on the executive's death or his
termination without cause or as a result of disability.
(2) Interest-free. Loan payable on November 23, 2003.
(3) Interest-free. Repaid in 2002, with payment offset by a Company
bonus in an amount sufficient to cover the amount repaid and taxes
thereon.
Performance graph
The following graph compares the yearly change over the past five years in the
cumulative total shareholder return on the common shares and non-voting shares
of TELUS(1) with the cumulative total return on the S&P/TSX Composite Index,
assuming a $100 investment on December 31, 1997 and re-investment of dividends.
[PERFORMANCE GRAPH]
Foot-note belongs to graph
(1) For the period December 31, 1997 to December 31, 1998 TELUS
common share and non-voting share total returns are calculated at the
January 31, 1999 merger ratio of 52.5 per cent of BC TELECOM's and 47.5
per cent of predecessor TELUS' share prices and dividends.
---------------------------------------------------------------------------------------------------------------------------------
Dec 31 1997 Dec 31 1998 Dec 31 1999 Dec 31 2000 Dec 31 2001 Dec 31 2002
---------------------------------------------------------------------------------------------------------------------------------
TELUS common 100 101 88 108 66 50
non-voting 100 101 88 102 63 46
S&P/TSX Index 100 97 126 133 115 99
---------------------------------------------------------------------------------------------------------------------------------
35
Directors' and officers' insurance and indemnification
To the extent permitted by law, the Company has entered into an indemnification
agreement with each of its directors and officers. The Company has directors'
and officers' liability insurance which, subject to the provisions and
exclusions contained in the policy, protects the directors and officers, as
such, against any claims made during the term of their office against any of
them for a wrongful act, provided they acted honestly and in good faith with a
view to the best interests of the Company. Such insurance provides for a total
of $125 million coverage for both directors and officers as a group. The policy
carries a $500,000 per-event deductible for each claim made under the
indemnification liability coverage of the Company with a premium of $959,000
for the term from July 1, 2002 to July 1, 2003. A separate deductible of
$1,000,000 per event applies to any action brought by Verizon.
Additional matters and information
Additional information about the Company is contained in the Company's annual
information form and the audited financial statements of the Company for the
year ended December 31, 2002. Copies of these documents are available upon
request from TELUS' Corporate Secretary at 21st Floor, 3777 Kingsway, Burnaby,
British Columbia, V5H 3Z7.
------------------------------------------------------------------------------
board
approval
The Board of directors has approved in substance the contents of this
information circular and the sending of this information circular to the
holders of common shares and non-voting shares.
Certificate
The foregoing contains no untrue statement of a material fact and does not omit
to state a material fact that is required to be stated or that is necessary to
make a statement not misleading in light of the circumstances in which it was
made.
Darren Entwistle Robert G. McFarlane
President & Executive Vice-President
Chief Executive Officer & Chief Financial Officer
36
appendix a: statement of
TELUS' corporate governance practices
We at TELUS are committed to adopting effective and best practices in corporate
governance. TELUS consistently assesses and adopts emerging best practices, and
never more so than in 2002. In a year of significant turmoil and regulatory
focus on corporate governance, the following are the most noteworthy corporate
governance measures taken by securities regulators that will impact TELUS:
* proposed amended guidelines issued by the TSX ("proposed TSX
guidelines");
* Sarbanes-Oxley Act ("SOX") passed by the U.S. legislature in
July 2002 and various rules adopted by the Securities and Exchange
Commission ("SEC rules") under SOX;
* proposed New York Stock Exchange ("NYSE listing standards");and
* proposed bills by the Ontario Government, Keeping the Promise
for a Strong Economy Act, 2002 and Investor Protection Act, which are
expected to be proclaimed effective in the first quarter of 2003, and
will provide the Ontario Securities Commission with additional power to
make rules with respect to corporate governance.
TELUS is committed to an ongoing process of robust disclosure of its corporate
governance practices in comparison with the TSX guidelines. TELUS has disclosed
its corporate governance practices in relation to the TSX guidelines since the
TSX adopted them in 1995. In the following section, TELUS has endeavoured to
include in its disclosure against the current TSX guidelines its practice or
changes in practices in relationship to SOX and SEC rules, and the proposed TSX
guidelines and NYSE listing standards, where appropriate.
As a continued listing requirement of the TSX, TELUS has disclosed in the next
section its approach to corporate governance with reference to the current TSX
guidelines. TELUS is in full compliance with the current and proposed continued
listing requirements outlined in the proposed TSX guidelines.
37
disclosure of TELUS' practices
with reference to the current TSX guidelines
---------------------------------------------------------------------------------------------------------------------------------
TELUS
Alignment
Toronto Stock with TSX
Exchange Guideline Guidelines TELUS' Practices
---------------------------------------------------------------------------------------------------------------------------------
Guideline 1: The Board yes * The Board of Directors has assumed responsibility for the stewardship of the
explicitly assumes Company by overseeing the management and operations of the business of the
responsibility for Company and supervising management, which is responsible for the day-to-day conduct
stewardship of the of the business.
Company * The TELUS Board Policy Manual was developed to assist members of the Board
in fulfilling their obligations, both individually and collectively. The manual
sets out guidelines and expectations for the Board as a whole, committees as a
whole, individual directors, the Chairman, Vice-Chair and the CEO, along with
expectations for each of the committees through their respective terms of
reference. It serves as a road map for the Board to help them meet their
responsibilities in the most effective manner possible on an ongoing basis.
* To further delineate the responsibilities of the Board, a Framework of
Delegation of Decisions from the Board to executive management was put in place in
June 1999. The framework provides guidance to the Board and management on matters
requiring Board approval including major acquisitions, investments or divestitures,
or any other specific transaction. To help the Board fulfill its obligations,
duties and responsibilities under this framework, the Board delegates certain
duties and responsibilities to committees to ensure full review of certain matters.
The terms of reference of the committees outline the approval process for various
matters and activities performed by the committees. The committees then report back
to the Board on their activities on a regular basis, and recommend certain matters
to the Board for its approval.
---------------------------------------------------------------------------------------------------------------------------------
Guideline 1(a): The yes * The Board has assumed responsibility for adoption of the strategic
Board assumes planning process. It ensures there are long-term goals and strategies in place.
responsibility for the Goals and strategies are prepared and reviewed together by management and the
adoption of the Board on an annual basis and are a primary component of the Board's annual
strategic planning agenda. The Board as a whole participates in discussions on corporate strategy,
process taking into account the opportunities and risks of the business and, if
appropriate, approves the strategies and implementation plans recommended by
management.
38
* At least one extensive Board strategic planning session is held annually. A
comprehensive and interactive strategic planning session with senior management and
external advisors took place in September 2002 at which the directors reviewed
current issues faced by TELUS and the telecommunications sector as a whole.
* The Board provides periodic guidance throughout the year on the development
of corporate strategies based on the strategic plan and annual business plan. It
also reviews any changes to corporate strategies or the strategic plan that may be
necessary in light of any new developments that impact TELUS.
* At least quarterly, the Board monitors the performance of management in
relation to both the strategic objectives and operational objectives set out in the
annual budget.
---------------------------------------------------------------------------------------------------------------------------------
Guideline 1(b): The yes * The Board has assumed responsibility for identifying the principal risks of
Board assumes the Company's business and for ensuring the implementation of appropriate systems
responsibility to manage these risks, as set out in the terms of reference for the Board and its
for the identification committees. The Board determines the principal risks associated with Company
of the principal risks business, based on the Board's knowledge of the telecommunications industry, the
of the Company's regulatory and competitive environment, general economic conditions and information
business and ensures provided by management. For a detailed summary of the risks and uncertainties of
implementation of the Company, see the risks and uncertainties section in the MD&A in the annual
appropriate risk report.
management systems * The Audit Committee is responsible for reviewing and monitoring the risk
management systems in place to mitigate the Company's exposure. In July 2002, it
reviewed the 2002/2003 risk assessment process including risk management goals,
proposed changes, annual risk assessment flow, benefits, a risk management matrix
and timeline. In October, the Audit Committee reviewed the results of the annual
TELUS risk assessment process which identified key risks, key management risk
owners tasked with mitigating the risks, and internal audit plans to provide
assurance to the Audit Committee regarding the risk during the 2003 audit plan.
* The Audit Committee receives quarterly reports on internal audit program
results and evaluation of internal control systems and risk assessment updates,
including legal and regulatory claims, environmental issues, disaster recovery
plans, current accounting policies, financial derivatives and other exposures.
* The Audit Committee receives a compliance report on material legal and regulatory
obligations based on a quarterly compliance survey cascaded to executives and
senior management and an annual report on the relationship with regulators and the
accuracy and timeliness of regulatory fillings.
39
* The Audit Committee has overseen the process for significantly improving
the risk-management processes across the Company. A Vice-President, Risk Management
and Chief Auditor was appointed in May 2002, who has a dual reporting obligation to
both the CFO and the Chair of the Audit Committee. In both September 2002 and
January 2003, an extensive risk assessment survey of management employees was
conducted across TELUS, the results of which were reported back to the Audit
Committee. The results provided the Audit Committee with an internal controls
assessment of the entire organization and individual business units.
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Guideline 1(c): The yes * The Board assumes the responsibility for succession planning and delegates
Board assumes to the Compensation Committee the responsibility to oversee the Company's plan for
responsibility for executive and management succession, development and retention.
succession planning, * The Compensation Committee periodically reviews the Company's overall organizational
including appointing, plan and structure.
training and * The Compensation Committee reviews, approves and reports to the Board on an
monitoring annual basis, or more frequently as required, succession plans for executive
senior management management and senior management, including specific personal development plans and
career planning for potential successors.
* The performance of executive management is annually measured against
present objectives.
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Guideline 1(d): The yes * The Board has implemented appropriate structures to promote complete,
Board assumes timely and effective communications between TELUS, its members, the public and
responsibility for regulatory agencies. Through the Audit Committee all public financial information
a communications is reviewed and recommended to the Board for approval for release prior to public
policy disclosure.
* The Company is also preparing a Corporate Disclosure Policy, to be
completed after regulatory requirements applicable to it are finalized. This policy
will confirm in writing TELUS' existing policies and practices on corporate
disclosure and confidentiality of information including:
(i) how the Company interacts with analysts, investors, other key stakeholders and
the public;
(ii)measures for compliance with disclosure obligations including establishing a
disclosure committee (comprised of management), determination of material
information, meeting timely disclosure obligations and providing a recommended
financial disclosure model.
* Once finalized, this policy will be presented to the Board for approval.
Any changes to TELUS' practices and this policy, as approved by the Disclosure
Committee of the Company, will be reported back to the Audit Committee
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40
Guideline 1(e): The yes * The Board ensures the integrity of internal control and management information
Board assumes systems through its delegation to the Audit Committee. The Audit Committee receives
responsibility for quarterly reports on the internal audit activities conducted during each quarter
the integrity of and updates on the internal control systems. It also receives results from the risk
internal control and management survey designed to identify strengths and weaknesses with the system of
management information internal controls within the TELUS environment. This survey aligns with the COSO
systems (Committee of Sponsoring Organizations of the Treadway Commission) internal control
environment and covers the following components of internal controls: the control
environment ("Tone at the Top"), risk assessment, control activities (policies and
procedures), information and communications systems and monitoring.
* The Audit Committee reviews and approves methods of controlling corporate
assets and information systems. It also reviews on a quarterly basis, major
accounting policies including alternatives and potential material key management
estimates or judgments. Furthermore, it oversees the financial reporting process in
accordance with applicable accounting principles including Canadian and U.S.
generally accepted accounting principles (GAAP).
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Guideline 2: The yes * Through the Corporate Governance Committee, the Board has reviewed and
Board is determined which directors are considered "unrelated" pursuant to the definitions
constituted with set out in the current and proposed TSX guidelines.
a majority of * On rigorous application of these definitions, 8 of the 12 proposed
"unrelated" directors directors of the Company are considered "unrelated" to the Company.
* The Company does not have a "significant shareholder" as defined under the
current and proposed TSX Guidelines. Pursuant to the Long-Term Relationship
Agreement dated January 31, 1999 among the Company and Verizon's subsidiaries, GTE
Corporation and Anglo-Canadian Telephone Company, B.A. Canfield, A.C. Giammarino
and D.C. Petri have been designated director nominees by Verizon.
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Guideline 3: Disclose yes * The Board has reviewed and analyzed each of the proposed directors'
whether each director circumstances as they relate to TELUS. The Board has determined that B.A. Canfield
is "unrelated" or (Chairman), D. Entwistle (President & CEO), A.C. Giammarino and D.C. Petri are
"related" to the "related" directors pursuant to the current and proposed TSX Guidelines. If elected
circumstances of at the meeting, Messrs. Canfield, Entwistle, Giammarino and Petri will be the only
each director and the directors who are related directors.
analysis of the * D. Entwistle is the only director who is also a member of management of the
application Company. Consequently, by virtue of being a member of management, the Board has
supporting this determined that a material business relationship exists with TELUS.
conclusion
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* The Board has determined that A.C. Giammarino and D.C. Petri have a
material business relationship with TELUS by virtue of their relationship with
Verizon and Verizon's relationship with TELUS. A.C. Giammarino and D.C. Petri are
members of senior management of Verizon and Verizon nominees on the TELUS Board.
Verizon has a material business relationship with TELUS through its Software and
Related Technology and Services Agreement.
* B.A. Canfield would be considered a "related" director under the proposed
TSX guidelines. He was CEO of BC TELECOM, predecessor to TELUS, from October 1990
to July 1997. He also served as CEO from September 1999 to July 10, 2000 and,
therefore, has not satisfied the "cooling off period" for establishing his
"independence" from management. The Board acknowledges that the current Chairman of
the Board is a "related" director under the proposed TSX guidelines, and will
assess this as part of the Chair succession plan.
* There is no material relationship existing between any of the proposed
directors and the Company, either directly or as a partner, shareholder or officer
of an organization that has a relationship with the Company. Each director owns
TELUS securities; such holdings are disclosed in this information circular on page
8, Election of directors.
* The Board has made such determinations based on a comprehensive
questionnaire completed by each director.
* Additional disclosure on Board members, including their business experience
and backgrounds, can be found in Election of directors in this information
circular, the annual information form, the annual report and the TELUS Web site at
telus.com.
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Guideline 4: The yes * The Governance Committee, all of whose members are "unrelated", is
Board has a responsible for assessing and making recommendations regarding Board effectiveness,
committee responsible and for establishing a process for identifying, recruiting, appointing,
for appointment/ re-appointing and providing ongoing education and development for directors.
assessment of directors, * The Governance Committee undertook an extensive disciplined review to
composed exclusively determine, in light of the opportunities and risks facing the Company, the
of non-management competencies, skills and personal qualities it should seek in new Board members to
/unrelated directors add value to the Company. The Governance Committee retained an external consultant
for a director search, and undertook a process for adding a director to the
proposed slate of directors. Prospective director candidates met with the Chairman
and the CEO.
* Annually, the Governance Committee reviews and recommends to the Board for
approval the long-term plan for composition of the Board. This recommendation takes
into consideration the current strengths, skills and experience on the Board,
appropriate retirement criteria and the strategic direction of the Company.
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42
Guideline 5: The yes * The Governance Committee, in conjunction with the Chairman, carries out an
Board has implemented annual assessment process that monitors the effectiveness of the Board, reviews
a process for Board and committee processes, and the Board's relationship with management.
assessing the * A director peer evaluation program was implemented to provide each director
effectiveness of with feedback from director peers on his performance. It provides directors with
the Board, its suggestions for improving his or her effectiveness as directors and contributions
committees and the to the Board.
contribution of * Going forward, each committee will also conduct its own performance review,
individual directors which will be added to its terms of reference.
* The Board also notes the disclosure on attendance at Board and committee
meetings by the directors, as set out in the Election of directors on page 8 in the
information circular, and confirms that each director had an outstanding attendance
record.
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Guideline 6: The yes * The TELUS Board Policy Manual was established to assist new and existing
Company, as an Board members in understanding the role of the Board, the role of Board committees
integral part of the and the contribution individual Board members are expected to make, including the
process for appointing commitment of time and energy that the Company expects of its directors. The manual
new directors, has an is subject to periodic review and approval by the Governance Committee and the
orientation and education Board, and is updated from time to time.
program for new directors * The Governance Committee reviews, approves and reports to the Board on the
directors' orientation process and plans for the ongoing development of existing
Board members.
* During 2002, A.C. Giammarino and D.C. Petri were appointed to fill the
vacancy of directors created by M. Masin and F. Salloum when they resigned from the
Board. The new directors went through an extensive orientation process which
includes each of them receiving a large information package on TELUS, including the
most current annual information form and the annual report. Each of them also
attended an orientation session where key management provided an overview on the
TELUS organization structure, TELUS' strategy and performance scorecard, TELUS'
strategic financial plan and the TELUS/Verizon relationship.
* In addition, the committee Chairs ensure there is a committee orientation
process in place for any directors newly appointed to a committee.
* As part of the strategic planning session in September 2002, the President
and CEO, in conjunction with the Chairman, selected special educational topics for
presentation and discussion at the strategic planning session. Topics dealt with
the business and regulatory environment, new technology and the telecommunications
sector in general.
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Guideline 7: The Board yes * An appropriate number of Board members representing a diversity of views
has examined the size and business experience have been nominated for election to the Board in order for
of Board, and has the Board to function more effectively.
undertaken a * The Governance Committee has completed a comprehensive review of the long-term plan
program to reduce for Board composition and Board size and recommended that the size of the Board be
the number of reduced from 15.
directors with a * The Board has also approved the Governance Committee's recommendation to reduce the
view to improve size of the committees to enhance ongoing effectiveness of the committees.
effectiveness
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Guideline 8: The Board yes * The Governance Committee, which is comprised of "unrelated" directors,
has reviewed the reviews and recommends to the Board the compensation and benefits of Board members.
adequacy and form of In this regard, the Committee analyses market data, time commitments, fees payable
compensation of by other similar organizations and the responsibilities of directors in general.
directors in light For details, see Director compensation on page 20.
of the risks and * The Company will also align the Board with the interests of shareholders
responsibilities of through the promotion of increased share ownership by directors, and payment of
being a director performance-based, long-term equity-based incentive compensation to directors.
* The Board has approved a minimum equity ownership level for directors of
$100,000, to be acquired within five years of joining the Board. As of February 28,
2003, 6 of the 12 proposed directors have reached the minimum equity ownership
level. As well, the Company adopted a Share Option and Compensation Plan, whereby
separate provisions are maintained for share compensation for directors. Pursuant
to this plan, a minimum level of the annual board retainer is directed to the
purchase of TELUS shares, or paid in the form of deferred share units, until the
appropriate level is reached. Pursuant to the plan, a portion of the total annual
directors' compensation is also delivered through options, the value and number of
which are determined by market factors.
* The Compensation Committee, which is comprised of a majority of "unrelated"
directors, is responsible for ensuring the Company has a broad plan for executive
and management compensation, development and retention. A detailed report on
executive compensation has been provided by the Compensation Committee in the
section on Mandate and report of the Human Resources and Compensation Committee on
page 24 in this information circular.
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44
Guideline 9: Committees yes * Each TELUS committee is comprised of a majority of "unrelated" directors,
should generally be all of whom are non-management directors.
composed of non- * The Governance Committee is comprised solely of "unrelated" and
management directors "non-management" directors.
and the majority * The Audit Committee is comprised solely of "unrelated" and "non-management"
of committee members directors, other than A.C. Giammarino, who is considered "related" but is a
should be unrelated "non-management" director. If securities regulators mandate or adopt that the Audit
Committee should be comprised solely of "unrelated" and "non-management" directors,
TELUS intends to comply with their requirement.
* The Compensation Committee is comprised solely of "unrelated" and
"non-management" directors, other than D. Petri who is considered "related" but is
a "non-management" director. If securities regulators mandate or adopt that the
Compensation Committee should be comprised solely of "unrelated", and
"non-management" directors, TELUS intends to comply with their requirement.
* The President and CEO and Chairman of the Board may attend all committee
meetings. The President and CEO is not a member of any committee and the Chairman
of the Board is only a member of the Pension Committee.
* At the end of committee meetings, the committee members regularly meet
"in-camera" without management present. Generally, the Chair of the committee
presides over these sessions.
* The Board encourages attendance by executive management at Board and
committee meetings to provide additional insight into the items being discussed and
exposure to executive management.
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Guideline 10: Appoint a yes * The Governance Committee is responsible for governance issues, including:
committee responsible * recommending to the Board for approval the Company's disclosure in response
for determining the to these guidelines;
Company's approach to * annually reviewing all terms of reference;
corporate governance * periodically reviewing Board and committee composition; and
issues and the * ensuring, on behalf of the Board, that the corporate governance system
Company's response to effectively supports the discharge of the Board's obligations to the shareholders.
these governance
guidelines
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45
Guideline 11: The Board, yes * The Board has a broad responsibility for supervising the management of the
together with the CEO, business and affairs of the Company. This responsibility is outlined in the
has developed position Board's terms of reference in the TELUS Board Policy Manual. On June 8, 1999, the
descriptions for the Board approved a Framework for Delegation from the Board to Executive Management,
Board and CEO,including which further defines the authority of executive management with regard to
defining limits to decisions involving the operations of the Company and its subsidiaries.
management's * The TELUS Board Policy Manual also includes terms of reference for the President
responsibilities. The and CEO. As well, his annual performance objectives, which are reviewed
Board had approved and approved by the Compensation Committee, supplement his mandate and further
the corporate objectives define the responsibilities of management. The Compensation Committee reviews the
the CEO is responsible performance of the President and CEO against his annual objectives and reports
for meeting back to the Board. For further details, see Mandate and report of the Human
Resources and Compensation Committee on page 24.
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Guideline 12: The Board yes * The Board recognizes that its independence from management is primary to
has implemented fulfilling its duties. The Board is committed to the principles of independence and
structures and procedures accountability. Management is accountable to the Board. The Board is accountable to
to enable the Board the stakeholders of the Company while at all times focusing on the best interests
to function of the Company and the enhancement of shareholder value and the financial viability
independently of of the business. Refer to disclosure on Guideline 1 for further information on
management, including Board structures and processes to ensure the effective operation of the Board.
separate roles of the * The Governance Committee is responsible for establishing structures and
Board Chair and CEO processes to enable the Board to function independently, and to ensure that
prospective candidates fully understand the role of the Board and contributions
they are expected to make.
* The independence of the Board is further enabled through the separation of
the positions of Chairman, Vice-Chair and President and CEO. Both the Chairman and
Vice-Chair are non-management directors.
* At the end of each meeting the Board meets without management other than
the CEO, followed by an "in-camera" session without the CEO. The Chair generally
presides over these "in-camera" sessions of the Board.
* Upon notice to the Governance Committee, each committee has specific
authority to retain external advisors.
* Members of the Board can request, at any time, a meeting restricted to
non-management members of the Board for the purpose of discussing matters
independently of management
46
* The Board also encourages attendance by executive management and senior
management, who are subject matter experts, at Board and committee meetings, to
further the Board's exposure to management and knowledge in certain subjects.
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Guideline 13: The Audit yes * The Audit Committee is comprised of a majority of "unrelated" and
Committee has a "independent" directors.
specifically defined * The Board believes that all current Audit Committee members, I.J. Harris,
mandate, with all P. Charbonneau and A.C. Giammarino are "financially literate" and have "accounting
members being outside or related financial experience", as defined under the proposed TSX guidelines and
directors, including are "audit committee financial experts" as defined under SOX and the final SEC rules.
direct communication * The Corporate Governance Committee agreed, as a general rule, that Audit
channels with the Committee members will not sit on any other Board committees so as to enable more
internal and external dedicated attention to increased responsibilities of the Audit Committee. It also
auditors and oversight plans to review compensation for Audit Committee members in 2003.
for management reporting * The Audit Committee has direct communication channels with the internal and
on internal control external auditors to discuss and review specific issues as appropriate. Going
forward, the Audit Committee will have sole authority to retain the external
auditors and the external auditors will report directly to the Audit Committee.
* The Vice-President, Risk Management and Chief Auditor has a dual reporting
function and reports directly to both the CFO and the Chair of the Audit Committee.
The Audit Committee meets separately "in-camera" at every regular Committee
meeting, with both the external auditors and internal auditor, without management
present.
* The Audit Committee is responsible for reviewing the Company's audit
functions and financial statements, and reviewing and recommending for approval for
release to the Board all public disclosure information such as financial
statements, quarterly reports, financial news releases, annual information forms,
management's discussion and analysis and prospectuses.
* The Audit Committee is responsible for overseeing the Company's internal
control function and ensuring that management has effective internal control
systems in place. It reviews the scope of responsibilities and effectiveness of the
internal audit group, including internal audit reporting lines and their working
relationship with the external auditors.
* The Audit Committee is also responsible for overseeing the process with the
external auditors including discussing and reviewing:
* the scope of their examination, the audit plan and any changes therein and
the fees involved;
* factors that might impair, or be perceived to impair, the independence of
the external auditors, including pre-approval of audit and non-audit services and
fees related thereto;
47
* any problems found in performing the audit, such as limitations or
restrictions imposed by management or situations where management seeks a second
opinion on a significant accounting issue;
* major positive and negative observations of the auditors during the course
of the audit;
* the Company's major accounting policies, including the impact of
alternative accounting policies and key management estimates and judgments that
could materially affect the financial results;
* emerging accounting issues and their potential impact on the Company's
financial reporting.
* The Audit Committee terms of reference explicitly set out the role and
oversight responsibility of the Audit Committee. For further details, see the
Mandate and report of the Audit Committee on page 21 in this information circular.
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Guideline 14: The Board yes * In addition to the authority of the Board and committees to retain external
has implemented a advisors in connection with their responsibilities, individual directors may engage
system to enable outside advisors at any time, subject to the approval of the Governance Committee,
individual directors to provide advice with respect to a corporate decision or action.
to engage outside
advisers, at the
Company's expense
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48
EXHIBIT 5: Consent of Auditor
We consent to the use of our report dated January 31, 2003 appearing in this
Annual report on Form 40-F of TELUS Corporation for the year ended December
31,2002
/s/ Deloitte &Touche LLP
Vancouver, British Columbia
Canada
January 31, 2003