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TELUS investor conference call Announcement of Income Trust conversion. September 11, 2006. Forward looking statements.
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TELUS investor conference call Announcement of Income Trust conversion September 11, 2006
Forward looking statements This presentation and answers to questions today contain forward-looking statements that require assumptions about expected future events including income trust conversion, benefits and timing, financing, financial and operating results, and 2006 guidance that are subject to inherent risks and uncertainties. There is significant risk that predictions and other forward-looking statements will not prove to be accurate so do not place undue reliance on them. There are many factors that could cause actual results to differ materially. For a full listing and description of the potential risk factors and assumptions, please refer to the TELUS 2005 annual report, updates in the 2006 quarterly reports, Sept.11,2006 income trust proposal news release and other filings with securities commissions in Canada and the United States. Reference Sept. 11, 2006 news release on proposal for reorganization 2
TELUS investor conference call Announcement of Income Trust conversion Darren Entwistle • member of the TELUS team Sept. 11, 2006
Transaction overview • Approved proposal for reorganization into income trust • Represents conversion of TELUS in its entirety • Via plan of arrangement under Business Corporations Act (B.C.) • Subject to approval of 2/3rds of each class of shares • To be one class of Fund Unit versus current dual class share structure • Conversion on 1 for 1 basis • Anticipate initial distributions of between $3.90 to $4.10 on annualized basis • compares to current $1.10 annualized dividend Conversion to increase cash distributions by 255 to 273% 4
Strategic rationale for TELUS conversion into Income Trust • Transaction supports advancement of national growth strategy • optimizes ability to make future growth investments • Enhances tax efficiency at TELUS and significantly increases cash distributions to shareholders • Converting TELUS in its entirety ensures integrated businesses drive operational excellence and competitive differentiation • Avoids costs and governance complexity of a partial conversion • Increased liquidity from collapsing into single Unit class • Offers investors superior assets, strong predictable cash flow and prospect of growth with cash distribution growth model Creating Canada’s premier income trust 5
TELUS investor conference call Announcement of Income Trust conversion Robert McFarlane • EVP & Chief Financial Officer Sept. 11, 2006
Benefits of proposed conversion in January 2007 • Tax efficiency as TELUS has fully utilized its tax assets as of June 30, 2006 • TELUS now generating current tax liability on go forward basis • Status quo would entail paying cash taxes commencing in 2008 • Optimal timing for TELUS as expect to be able to shelter 2006 tax liability on conversion in addition to ongoing tax efficiencies • Optimal timing for shareholders as taxable deemed disposition on conversion of shares for units generally not payable until April 2008 • Beneficial to debt holders as increases future cash flow for debt servicing 7
Initial cash distribution compared to dividends $ per share 3.90 to 4.10 4 Dividend paid Income trust cash distribution 3 2 1.10 0.80 1 0.60 0.60 2003 2004 2005 2006 2007E1 Note: TELUS has also undertaken Normal Course Issuer Bids in 2004, 2005 and 2006 (August YTD), in the amounts of $78M, $892M, and $528M, respectively. 1 See forward looking statement caution Cash distribution more than 3.5 times dividend 8
Long term financial policy targets • long term policy • Q2-06 • 45.5% • Net Debt : Capital • 45 to 50% • • Net Debt : EBITDA • 1.5 to 2.0x • 1.7x • • Minimum liquidity • >$1B • ~$1.5B • • • 3 of 4 • Credit rating • BBB+ to A- • BBB+ Conversion does not change TELUS debt targets / lessens risk profile 9
2006 consolidated TELUS guidance • 2006 guidance1 • annual change • Revenue • $8.625 to 8.725B • 6 to 7% • EBITDA2 • $3.5 to 3.6B • 6 to 9% • EPS3 • $2.90 to 3.10 • 48 to 58% • Capex • approx. $1.6B • 21% • Free Cash Flow • $1.55 to 1.65B • 6 to 13% 1 Sept. 11, 2006 guidance unchanged from August 4, 2006 and includes estimated $7M of expenses related to trust conversion. See forward looking statement caution 2 Including restructuring & workforce reduction costs of $54M in 2005 and up to $100M in 2006 3 Including 34 cents of positive tax-related adjustments in 2006 Annual consolidated financial guidance remains unchanged 2007 guidance planned for Dec. 2006 10
Transaction time line • Notice of special meeting of TELUS shareholders Nov. 2006 • Information circular mailing Dec. 2006 • Special shareholder meeting Jan. 2007 • Obtain regulatory and other approvals • Closing and conversion expected late Jan. 2007 See forward looking statement caution To create Canada’s premier income trust 11
On income trust conversion • One question per person please investor relations 1-800-667-4871 telus.com ir@telus.com 12
Appendix Definitions • EBITDA: Earnings, after restructuring and workforce reduction costs, before interest, taxes, depreciation and amortization • Free Cash Flow: EBITDA, adding Restructuring and workforce reduction costs, cash interest received and excess of share compensation expense over share compensation payments, subtracting cash interest paid, cash taxes, capital expenditures, and cash restructuring payments TELUS definitions for non-GAAP measures 13