FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

 


 

For the month of August 2016
Commission File Number 000-24876

 

TELUS CORPORATION

(Translation of registrant’s name into English)

 


 

23rd Floor, 510 West Georgia Street
Vancouver, British Columbia V6B 0M3
Canada

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F o                           Form 40-F x

 

Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).

 

Yes o                            No x

 

Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).

 

Yes o       No x

 

Indicate by check mark whether the registrant by furnishing 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.

 

Yes o       No x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-   .

 

 

 



 

Incorporation by Reference

 

This report on Form 6-K and the exhibits hereto are specifically incorporated by reference into the registration statement on Form F-10 (File No. 333-161320) and registration statement on Form F-3 (File No. 333-162944) of TELUS Corporation.

 

2



 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

TELUS CORPORATION

 

 

 

 

 

 

 

By:

/s/ Monique Mercier

 

 

Name:

Monique Mercier

 

 

Title:

EVP - Chief Legal Officer and

 

 

 

Corporate Secretary

 

Date: August 5, 2016

 

3



 

Exhibit Index

 

Exhibit Number

 

Description of Document

 

 

 

99.1

 

Consolidated Financial Statements

99.2

 

Management’s Discussion and Analysis

 

4



Exhibit 99.1

 



 

TELUS CORPORATION

 

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

(UNAUDITED)

 

JUNE 30, 2016

 



 

condensed interim consolidated statements of income and other comprehensive income

 

(unaudited)

 

 

 

 

 

Three months

 

Six months

 

Periods ended June 30 (millions except per share amounts) 

 

Note

 

2016

 

2015

 

2016

 

2015

 

OPERATING REVENUES

 

 

 

 

 

 

 

 

 

 

 

Service

 

 

 

$

2,952

 

$

2,884

 

$

5,876

 

$

5,713

 

Equipment

 

 

 

164

 

208

 

336

 

390

 

Revenues arising from contracts with customers

 

 

 

3,116

 

3,092

 

6,212

 

6,103

 

Other operating income

 

6

 

32

 

10

 

44

 

27

 

 

 

 

 

3,148

 

3,102

 

6,256

 

6,130

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

Goods and services purchased

 

 

 

1,331

 

1,372

 

2,631

 

2,656

 

Employee benefits expense

 

7

 

628

 

649

 

1,296

 

1,258

 

Depreciation

 

16

 

385

 

361

 

770

 

708

 

Amortization of intangible assets

 

17

 

114

 

103

 

229

 

212

 

 

 

 

 

2,458

 

2,485

 

4,926

 

4,834

 

OPERATING INCOME

 

 

 

690

 

617

 

1,330

 

1,296

 

Financing costs

 

8

 

134

 

110

 

257

 

227

 

INCOME BEFORE INCOME TAXES

 

 

 

556

 

507

 

1,073

 

1,069

 

Income taxes

 

9

 

140

 

166

 

279

 

313

 

NET INCOME

 

 

 

416

 

341

 

794

 

756

 

OTHER COMPREHENSIVE INCOME

 

10

 

 

 

 

 

 

 

 

 

Items that may subsequently be reclassified to income

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized fair value of derivatives designated as cash flow hedges

 

 

 

1

 

2

 

(9

)

(2

)

Foreign currency translation adjustment arising from translating financial statements of foreign operations

 

 

 

6

 

(5

)

2

 

5

 

Change in unrealized fair value of available-for-sale financial assets

 

 

 

(3

)

 

(3

)

(3

)

 

 

 

 

4

 

(3

)

(10

)

 

Item never subsequently reclassified to income

 

 

 

 

 

 

 

 

 

 

 

Employee defined benefit plan re-measurements

 

 

 

94

 

(122

)

17

 

115

 

 

 

 

 

98

 

(125

)

7

 

115

 

COMPREHENSIVE INCOME

 

 

 

$

514

 

$

216

 

$

801

 

$

871

 

NET INCOME ATTRIBUTABLE TO:

 

 

 

 

 

 

 

 

 

 

 

Common Shares

 

 

 

$

416

 

$

341

 

$

794

 

$

756

 

Non-controlling interest

 

 

 

 

 

 

 

 

 

 

 

$

416

 

$

341

 

$

794

 

$

756

 

COMPREHENSIVE INCOME ATTRIBUTABLE TO:

 

 

 

 

 

 

 

 

 

 

 

Common Shares

 

 

 

$

510

 

$

216

 

$

797

 

$

871

 

Non-controlling interest

 

 

 

4

 

 

4

 

 

 

 

 

 

$

514

 

$

216

 

$

801

 

$

871

 

NET INCOME PER COMMON SHARE

 

11

 

 

 

 

 

 

 

 

 

Basic

 

 

 

$

0.70

 

$

0.56

 

$

1.34

 

$

1.25

 

Diluted

 

 

 

$

0.70

 

$

0.56

 

$

1.34

 

$

1.24

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

593

 

605

 

593

 

606

 

Diluted

 

 

 

594

 

606

 

594

 

608

 

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

 

 

2



 

condensed interim consolidated statements of financial position

 

(unaudited)

 

As at (millions)

 

Note

 

June 30, 
2016

 

December 31, 
2015

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and temporary investments, net

 

 

 

$

428

 

$

223

 

Accounts receivable

 

25(a)

 

1,317

 

1,428

 

Income and other taxes receivable

 

 

 

21

 

1

 

Inventories

 

25(a)

 

351

 

360

 

Prepaid expenses

 

 

 

359

 

213

 

Real estate joint venture advances

 

18(c)

 

41

 

66

 

Current derivative assets

 

4(d)

 

11

 

40

 

 

 

 

 

2,528

 

2,331

 

Non-current assets

 

 

 

 

 

 

 

Property, plant and equipment, net

 

16

 

10,043

 

9,736

 

Intangible assets, net

 

17

 

10,250

 

9,985

 

Goodwill, net

 

17

 

3,761

 

3,761

 

Other long-term assets

 

25(a)

 

630

 

593

 

 

 

 

 

24,684

 

24,075

 

 

 

 

 

$

27,212

 

$

26,406

 

 

 

 

 

 

 

 

 

LIABILITIES AND OWNERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Short-term borrowings

 

19

 

$

103

 

$

100

 

Accounts payable and accrued liabilities

 

25(a)

 

1,983

 

1,990

 

Income and other taxes payable

 

 

 

28

 

108

 

Dividends payable

 

12

 

274

 

263

 

Advance billings and customer deposits

 

25(a)

 

749

 

760

 

Provisions

 

20

 

170

 

197

 

Current maturities of long-term debt

 

21

 

1,688

 

856

 

Current derivative liabilities

 

4(d)

 

20

 

2

 

 

 

 

 

5,015

 

4,276

 

Non-current liabilities

 

 

 

 

 

 

 

Provisions

 

20

 

418

 

433

 

Long-term debt

 

21

 

10,834

 

11,182

 

Other long-term liabilities

 

25(a)

 

709

 

688

 

Deferred income taxes

 

 

 

2,155

 

2,155

 

 

 

 

 

14,116

 

14,458

 

Liabilities

 

 

 

19,131

 

18,734

 

Owners’ equity

 

 

 

 

 

 

 

Common equity

 

22

 

8,073

 

7,672

 

Non-controlling interest

 

 

 

8

 

 

 

 

 

 

8,081

 

7,672

 

 

 

 

 

$

27,212

 

$

26,406

 

Commitments and Contingent Liabilities

 

23

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

 

 

3



 

condensed interim consolidated statements of changes in owners’ equity

 

(unaudited)

 

 

 

 

 

Common equity

 

 

 

 

 

 

 

 

 

Equity contributed

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

Common Shares (Note 22)

 

 

 

 

 

other

 

 

 

Non-

 

 

 

(millions)

 

Note

 

Number 
of shares

 

Share 
capital

 

Contributed
surplus

 

Retained 
earnings

 

comprehensive 
income

 

Total

 

controlling
interest

 

Total

 

Balance as at January 1, 2015

 

 

 

609

 

$

5,175

 

$

141

 

$

2,100

 

$

38

 

$

7,454

 

 

 

 

 

Net income

 

 

 

 

 

 

756

 

 

756

 

 

 

 

 

Other comprehensive income

 

10

 

 

 

 

115

 

 

115

 

 

 

 

 

Dividends

 

12

 

 

 

 

(496

)

 

(496

)

 

 

 

 

Share option award expense

 

13(a)

 

 

 

1

 

 

 

1

 

 

 

 

 

Share option award net-equity settlement feature

 

13(d)

 

 

4

 

(4

)

 

 

 

 

 

 

 

Normal course issuer bid purchase of Common Shares

 

 

 

(7

)

(60

)

 

(231

)

 

(291

)

 

 

 

 

Liability for automatic share purchase plan commitment pursuant to normal course issuer bids for Common Shares

 

22(b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reversal of opening liability

 

 

 

 

15

 

 

60

 

 

75

 

 

 

 

 

Recognition of closing liability

 

 

 

 

(16

)

 

(64

)

 

(80

)

 

 

 

 

Balance as at June 30, 2015

 

 

 

602

 

$

5,118

 

$

138

 

$

2,240

 

$

38

 

$

7,534

 

 

 

 

 

Balance as at January 1, 2016

 

 

 

594

 

$

5,050

 

$

135

 

$

2,428

 

$

59

 

$

7,672

 

$

 

$

7,672

 

Net income

 

 

 

 

 

 

794

 

 

794

 

 

794

 

Other comprehensive income

 

10

 

 

 

 

17

 

(14

)

3

 

4

 

7

 

Dividends

 

12

 

 

 

 

(535

)

 

(535

)

 

(535

)

Share option award net-equity settlement feature

 

13(d)

 

 

1

 

(1

)

 

 

 

 

 

Normal course issuer bid purchase of Common Shares

 

 

 

(2

)

(25

)

 

(86

)

 

(111

)

 

(111

)

Liability for automatic share purchase plan commitment pursuant to normal course issuer bids for Common Shares

 

22(b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reversal of opening liability

 

 

 

 

14

 

 

46

 

 

60

 

 

60

 

Recognition of closing liability

 

 

 

 

(10

)

 

(40

)

 

(50

)

 

(50

)

Change in ownership interests of subsidiary

 

1(b), 25(c)

 

 

 

240

 

 

 

240

 

4

 

244

 

Balance as at June 30, 2016

 

 

 

592

 

$

5,030

 

$

374

 

$

2,624

 

$

45

 

$

8,073

 

$

8

 

$

8,081

 

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

 

 

4



 

condensed interim consolidated statements of cash flows

(unaudited)

 

 

 

 

 

Three months

 

Six months

 

Periods ended June 30 (millions)

 

Note

 

2016

 

2015

 

2016

 

2015

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

$

416

 

$

341

 

$

794

 

$

756

 

Adjustments to reconcile net income to cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

499

 

464

 

999

 

920

 

Deferred income taxes

 

9

 

32

 

119

 

1

 

46

 

Share-based compensation expense, net

 

13(a)

 

22

 

25

 

38

 

2

 

Net employee defined benefit plans expense

 

14(a)

 

22

 

26

 

44

 

54

 

Employer contributions to employee defined benefit plans

 

 

 

(14

)

(21

)

(39

)

(48

)

Other

 

 

 

(17

)

18

 

(13

)

14

 

Net change in non-cash operating working capital

 

25(b)

 

(68

)

(29

)

(369

)

(83

)

Cash provided by operating activities

 

 

 

892

 

943

 

1,455

 

1,661

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

Cash payments for capital assets, excluding spectrum licences

 

25(b)

 

(614

)

(674

)

(1,260

)

(1,287

)

Cash payments for spectrum licences

 

 

 

(145

)

(1,688

)

(145

)

(1,990

)

Real estate joint ventures advances and contributions

 

18(c)

 

(11

)

(16

)

(23

)

(24

)

Real estate joint venture receipts

 

18(c)

 

41

 

1

 

41

 

2

 

Other

 

 

 

(6

)

 

(8

)

(4

)

Cash used by investing activities

 

 

 

(735

)

(2,377

)

(1,395

)

(3,303

)

FINANCING ACTIVITIES

 

25(c)

 

 

 

 

 

 

 

 

 

Dividends paid to holders of Common Shares

 

12(a)

 

(261

)

(243

)

(524

)

(487

)

Purchase of Common Shares for cancellation

 

22(b)

 

(61

)

(106

)

(121

)

(262

)

Issuance and repayment of short-term borrowings

 

19

 

3

 

400

 

3

 

400

 

Long-term debt issued

 

21

 

2,041

 

447

 

3,287

 

3,294

 

Redemptions and repayment of long-term debt

 

21

 

(2,212

)

(566

)

(2,783

)

(1,277

)

Issue of shares by subsidiary to non-controlling interest

 

1(b)

 

292

 

 

292

 

 

Other

 

 

 

(9

)

 

(9

)

(9

)

Cash provided (used) by financing activities

 

 

 

(207

)

(68

)

145

 

1,659

 

CASH POSITION

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash and temporary investments, net

 

 

 

(50

)

(1,502

)

205

 

17

 

Cash and temporary investments, net, beginning of period

 

 

 

478

 

1,579

 

223

 

60

 

Cash and temporary investments, net, end of period

 

 

 

$

428

 

$

77

 

$

428

 

$

77

 

SUPPLEMENTAL DISCLOSURE OF OPERATING CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

Interest paid

 

 

 

$

(132

)

$

(129

)

$

(255

)

$

(214

)

Interest received

 

 

 

$

1

 

$

3

 

$

1

 

$

3

 

Income taxes paid, net

 

 

 

$

(150

)

$

(63

)

$

(423

)

$

(178

)

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

 

GRAPHIC

 

5



 

notes to condensed interim consolidated financial statements

(unaudited)

 

JUNE 30, 2016

 

TELUS Corporation is one of Canada’s largest telecommunications companies, providing a wide range of telecommunications services and products, including wireless and wireline voice and data. Data services include: Internet protocol; television; hosting, managed information technology and cloud-based services; healthcare solutions; and business process outsourcing.

 

TELUS Corporation was incorporated under the Company Act (British Columbia) 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 among BCT, BC TELECOM Inc. and the former Alberta-based TELUS Corporation (TC), BCT acquired all of the shares of BC TELECOM Inc. and TC in exchange for Common Shares and Non-Voting Shares of BCT, and BC TELECOM Inc. was dissolved. On May 3, 2000, BCT changed its name to TELUS Corporation and in February 2005, TELUS Corporation transitioned under the Business Corporations Act (British Columbia), successor to the Company Act (British Columbia). TELUS Corporation maintains its registered office at Floor 7, 510 West Georgia Street, Vancouver, British Columbia, V6B 0M3.

 

The terms “TELUS”, “we”, “us”, “our” or “ourselves” are used to refer to TELUS Corporation and, where the context of the narrative permits or requires, its subsidiaries.

 

Notes to condensed interim consolidated financial statements

 

Page

General application

 

 

1.

Condensed interim consolidated financial statements

 

6

2.

Accounting policy developments

 

7

3.

Capital structure financial policies

 

8

4.

Financial instruments

 

10

Consolidated results of operations focused

 

 

5.

Segmented information

 

15

6.

Other operating income

 

17

7.

Employee benefits expense

 

17

8.

Financing costs

 

17

9.

Income taxes

 

18

10.

Other comprehensive income

 

18

11.

Per share amounts

 

19

12.

Dividends per share

 

20

13.

Share-based compensation

 

20

14.

Employee future benefits

 

23

15.

Restructuring and other costs

 

24

Consolidated financial position focused

 

 

16.

Property, plant and equipment

 

25

17.

Intangible assets and goodwill

 

25

18.

Real estate joint ventures

 

26

19.

Short-term borrowings

 

29

20.

Provisions

 

29

21.

Long-term debt

 

30

22.

Common Share capital

 

32

23.

Commitments and contingent liabilities

 

33

Other

 

 

24.

Related party transactions

 

35

25.

Additional financial information

 

37

 

1                 condensed interim consolidated financial statements

 

(a)         Basis of presentation

 

The notes presented in our condensed interim consolidated financial statements include only significant events and transactions and are not fully inclusive of all matters normally disclosed in our annual audited financial statements; thus, our interim consolidated financial statements are referred to as condensed. Our condensed interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2015.

 

Our condensed interim consolidated financial statements are expressed in Canadian dollars and follow the same accounting policies and methods of their application as set out in our consolidated financial statements for the year ended December 31, 2015, other than as set out in Note 2. The generally accepted accounting principles that we use are International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS-IASB) and Canadian generally accepted accounting principles. Our condensed interim consolidated financial statements comply with International Accounting Standard 34, Interim Financial Reporting and reflect all adjustments (which are of a normal recurring nature) that are, in our opinion, necessary for a fair statement of the results for the interim periods presented.

 

Our condensed interim consolidated financial statements for the six-month period ended June 30, 2016, were authorized by our Board of Directors for issue on August 5, 2016.

 

(b)         Consolidation

 

Our consolidated financial statements include our accounts and the accounts of all of our subsidiaries, the principal one of which is TELUS Communications Inc. in which we have a 100% equity interest. Currently, through a 100% equity interest in each of the TELUS Communications Company partnership and the TELE-MOBILE COMPANY partnership, TELUS Communications Inc. includes substantially all of our wireless and wireline segments’ operations.

 

GRAPHIC

 

6



 

notes to condensed interim consolidated financial statements

(unaudited)

 

Our financing arrangements and those of our wholly-owned subsidiaries do not impose restrictions on inter-corporate dividends.

 

On a continuing basis, we review our corporate organization and effect changes as appropriate so as to enhance the value of TELUS Corporation. This process can, and does, affect which of our subsidiaries are considered principal subsidiaries at any particular point in time.

 

During the three-month period ended June 30, 2016, a change in ownership interests occurred in respect of our TELUS International (Cda) Inc. subsidiary, which encompasses our TELUS International operations, due to it issuing shares to Baring Private Equity Asia for approximately $299 million, exclusive of net transaction costs. We continue to control and consolidate the subsidiary and the shares issued are accounted for as a 35% non-controlling interest. An amount equal to 35% of the net book value of the subsidiary has been credited to non-controlling interest in the unaudited condensed interim statement of changes in owners’ equity and the net balance of proceeds has been credited to contributed surplus. In connection with the transaction, we have also arranged bank financing in the subsidiary company, as set out in Note 21(e).

 

2                 accounting policy developments

 

(a)         Initial application of standards, interpretations and amendments to standards and interpretations in the reporting period

 

In January 2016, the International Accounting Standards Board released Amendments to IAS 7, Statement of Cash Flows as a part of their Disclosure Initiative. The amendments are required to be applied for years beginning on or after January 1, 2017, however we have currently applied them, as set out in Note 25(c), and such application had no effect on our financial performance or disclosure.

 

Annual Improvements to IFRSs 2012-2014 Cycle are required to be applied for years beginning on or after January 1, 2016, and such application had no effect on our financial performance or disclosure.

 

(b)         Standards, interpretations and amendments to standards not yet effective and not yet applied

 

·                  IFRS 9, Financial Instruments, is required to be applied for years beginning on or after January 1, 2018. The new standard includes a model for classification and measurement, a single forward-looking “expected loss” impairment model and a reformed approach to hedge accounting. Based upon current facts and circumstances, we do not expect to be materially affected by the application of the standard and we are currently determining which date we will select for initial compliance if earlier than the required compliance date.

 

·                  IFRS 15, Revenue from Contracts with Customers, is required to be applied for years beginning on or after January 1, 2018, such date reflecting the one-year deferral approved by the International Accounting Standards Board on July 22, 2015. The International Accounting Standards Board and the Financial Accounting Standards Board of the United States worked on this joint project to clarify the principles for the recognition of revenue. The new standard was released in May 2014 and supersedes existing standards and interpretations including IAS 18, Revenue. In April 2016, the International Accounting Standards Board issued Clarifications to IFRS 15, Revenue from Contracts with Customers, clarifying application of some of the more complex aspects of the standard. We are currently assessing the impacts and transition provisions of the new standard.

 

The effects of the new standard and the materiality of those effects will vary by industry and entity. Like many other telecommunications companies, we currently expect to be materially affected by its application, primarily in respect of the timing of revenue recognition, the classification of revenue, the capitalization of costs of obtaining a contract with a customer and possibly the capitalization of the costs of contract fulfilment (as defined by the new standard). The timing of revenue recognition and the classification of our revenues as either service revenues or equipment revenues will be affected, since the allocation of consideration in multiple element arrangements (solutions for our customers that may involve deliveries of multiple services and products that occur at different points in time and/or over different periods of time) will no longer be affected by the current limitation cap methodology.

 

The effects of the timing of revenue recognition and the classification of revenue are expected to be most pronounced in our wireless segment. Although the measurement of the total revenue recognized over the life of a contract will be largely unaffected by the new standard, the prohibition of the use of the limitation cap methodology will accelerate the recognition of total contract revenue, relative to both the associated cash inflows from customers and our current practice (using the limitation cap methodology). The acceleration of the recognition of contract revenue relative to the associated cash inflows will also result in the recognition of an amount reflecting the resulting difference as an asset. Although the underlying transaction economics would not differ, during periods of sustained growth in the number of wireless subscriber connection additions, assuming comparable contract-lifetime per unit

 

GRAPHIC

 

7



 

notes to condensed interim consolidated financial statements

(unaudited)

 

cash inflows, revenues would appear to be greater than under current practice (using the limitation cap methodology). Wireline segment results arising from transactions that include the initial provision of subsidized hardware or promotional pricing plans will be similarly affected.

 

Similarly, the measurement of the total costs of contract acquisition and contract fulfilment over the life of a contract will be unaffected by the new standard, but timing of recognition will be. The new standard will result in our wireless and wireline segments’ costs of contract acquisition and contract fulfilment, to the extent that they are material, being capitalized and subsequently recognized as an expense over the life of a contract on a rational, systematic basis consistent with the pattern of the transfer of goods or services to which the asset relates. Although the underlying transaction economics would not differ, during periods of sustained growth in the number of customer connection additions, assuming comparable per unit costs of contract acquisition and contract fulfilment, absolute profitability measures would appear to be greater than under the current practice of immediately expensing such costs.

 

Our operations and associated systems are complex and our accounting for millions of multi-year contracts with our customers will be affected. Significantly, in order to effect the associated accounting, incremental compilation of historical data will be necessary for the millions of already existing multi-year contracts with our customers that are expected to be in-scope for purposes of transitioning to the new standard. Our current estimate of the time and effort necessary to develop and implement the accounting policies, estimates, judgments and processes (including incremental requirements of our information technology systems) we will need to have in place in order to comply with the new standard extends into mid-2017. As a result, at this time, it is not possible to make reasonable quantitative estimates of the effects of the new standard.

 

·                  In January 2016 the International Accounting Standards Board released IFRS 16, Leases, which is required to be applied for years beginning on or after January 1, 2019, and which supersedes IAS 17, Leases; earlier application is allowed, but not before the application of IFRS 15, Revenue from Contracts with Customers. The International Accounting Standards Board and the Financial Accounting Standards Board of the United States worked together to modify the accounting for leases, generally by eliminating lessees’ classification of leases as either operating leases or finance leases and, for IFRS-IASB, introducing a single lessee accounting model.

 

The most significant effect of the new standard will be the lessee’s recognition of the initial present value of unavoidable future lease payments as lease assets and lease liabilities on the statement of financial position, including for most leases which would be currently accounted for as operating leases. Leases with durations of 12 months or less and leases for low-value assets are both exempted.

 

The measurement of the total lease expense over the term of a lease will be unaffected by the new standard. However, the new standard will result in the timing of lease expense recognition being accelerated for leases which would be currently accounted for as operating leases; the International Accounting Standards Board expects that this effect may be muted by a lessee having a portfolio of leases with varying maturities and lengths of term. The presentation on the statement of income and other comprehensive income required by the new standard will result in most lease expenses being presented as amortization of lease assets and financing costs arising from lease liabilities rather than as being a part of goods and services purchased.

 

Relative to the results of applying the current standard, although the actual cash flows will be unaffected, the lessee’s statement of cash flows will reflect increased operating activity cash flows equally offset by decreased financing activity cash flows due to the payment of the “principal” component of leases, which would be currently accounted for as operating leases, being presented as a cash flow use within financing activities under the new standard.

 

We are currently assessing the impacts and transition provisions of the new standard, but we expect that our consolidated statement of financial position will be materially affected, as will be debt-related and operation-related financial metrics. At this time it is not possible to make reasonable quantitative estimates of the effects of the new standard.

 

3                 capital structure financial policies

 

Our objective when managing capital is to maintain a flexible capital structure that optimizes the cost and availability of capital at acceptable risk.

 

In the management of capital and in its definition, we include common equity (excluding accumulated other comprehensive income), long-term debt (including long-term credit facilities, commercial paper backstopped by long-term credit facilities and any hedging assets or liabilities associated with long-term debt items, net of amounts recognized in accumulated other comprehensive income), cash and temporary investments, and short-term borrowings arising from securitized trade receivables.

 

GRAPHIC

 

8



 

notes to condensed interim consolidated financial statements

(unaudited)

 

We manage our capital structure and make adjustments to it in light of changes in economic conditions and the risk characteristics of our telecommunications infrastructure. In order to maintain or adjust our capital structure, we may adjust the amount of dividends paid to holders of Common Shares, purchase Common Shares for cancellation pursuant to normal course issuer bids, issue new shares, issue new debt, issue new debt to replace existing debt with different characteristics and/or increase or decrease the amount of trade receivables sold to an arm’s-length securitization trust.

 

We monitor capital utilizing a number of measures, including: net debt to earnings before interest, income taxes, depreciation and amortization (EBITDA*) — excluding restructuring and other costs; and dividend payout ratios.

 

Net debt to EBITDA — excluding restructuring and other costs is calculated as net debt at the end of the period divided by 12-month trailing EBITDA — excluding restructuring and other costs. This measure, historically, is substantially similar to the leverage ratio covenant in our credit facilities. Net debt, EBITDA — excluding restructuring and other costs and adjusted net earnings are measures that do not have any standardized meanings prescribed by IFRS-IASB and are therefore unlikely to be comparable to similar measures presented by other companies. The calculation of these measures is as set out in the following table. Net debt is one component of a ratio used to determine compliance with debt covenants.

 

The dividend payout ratio presented is a historical measure calculated as the sum of the last four quarterly dividends declared per Common Share, as recorded in the financial statements, divided by the sum of basic earnings per share for the most recent four quarters for interim reporting periods (divided by annual basic earnings per share if the reported amount is in respect of a fiscal year). The dividend payout ratio of adjusted net earnings presented, also a historical measure, differs in that it excludes the gain on exchange of wireless spectrum licences, net gains and equity income from real estate joint ventures, long-term debt prepayment premium and income tax-related adjustments.

 

During 2016, our financial objectives, which are reviewed annually and which were unchanged from 2015 other than for a revision to our debt ratio long-term objective, included maintaining the financial objectives set out in the following table. We believe that our financial objectives are supportive of our long-term strategy.

 

As at, or for the12-month periods ended, June 30 ($ in millions)

 

Objective

 

2016

 

2015

 

Components of debt and coverage ratios

 

 

 

 

 

 

 

Net debt 1

 

 

 

$

12,257

 

$

11,795

 

EBITDA — excluding restructuring and other costs 2

 

 

 

$

4,596

 

$

4,414

 

Net interest cost 3

 

 

 

$

525

 

$

460

 

Debt ratio

 

 

 

 

 

 

 

Net debt to EBITDA — excluding restructuring and other costs

 

2.00 – 2.50 4

 

2.67

 

2.67

 

Coverage ratios

 

 

 

 

 

 

 

Earnings coverage 5

 

 

 

4.6

 

5.1

 

EBITDA — excluding restructuring and other costs interest coverage 6

 

 

 

8.8

 

9.6

 

Other measures

 

 

 

 

 

 

 

Dividend payout ratio of adjusted net earnings 7

 

 

 

75

%

68

%

Dividend payout ratio

 

65%–75% 8

 

74

%

69

%

 


(1)         Net debt is calculated as follows:

 

As at June 30

 

Note

 

2016

 

2015

 

Long-term debt

 

21

 

$

12,522

 

$

11,323

 

Debt issuance costs netted against long-term debt

 

 

 

59

 

49

 

Derivative liabilities, net

 

 

 

1

 

 

Cash and temporary investments, net

 

 

 

(428

)

(77

)

Short-term borrowings

 

19

 

103

 

500

 

Net debt

 

 

 

$

12,257

 

$

11,795

 

 

(2)         EBITDA — excluding restructuring and other costs is calculated as follows:

 

 

 

EBITDA
(Note 5)

 

Restructuring
and other
costs
(Note 15)

 

EBITDA —
excluding
restructuring
and other costs

 

Add

 

 

 

 

 

 

 

Six-month period ended June 30, 2016

 

$

2,329

 

$

71

 

$

2,400

 

Year ended December 31, 2015

 

4,262

 

226

 

4,488

 

Deduct

 

 

 

 

 

 

 

Six-month period ended June 30, 2015

 

(2,216

)

(76

)

(2,292

)

EBITDA — excluding restructuring and other costs

 

$

4,375

 

$

221

 

$

4,596

 

 


* EBITDA does not have any standardized meaning prescribed by IFRS-IASB and is therefore unlikely to be comparable to similar measures presented by other issuers; we define EBITDA as operating revenues less goods and services purchased and employee benefits expense. We have issued guidance on, and report, EBITDA because it is a key measure that management uses to evaluate the performance of our business and it is also utilized in measuring compliance with certain debt covenants.

 

GRAPHIC

 

9



 

notes to condensed interim consolidated financial statements

(unaudited)

 

(3)         Net interest cost is defined as financing costs, excluding employee defined benefit plans net interest and recoveries on long-term debt prepayment premium and repayment of debt, calculated on a 12-month trailing basis (expenses recorded for long-term debt prepayment premium, if any, are included in net interest cost).

 

(4)         Our long-term objective range for this ratio is 2.00 — 2.50 times. The ratio as at June 30, 2016, is outside the long-term objective range. In the short term, we may permit this ratio to go outside the objective range (for long-term investment opportunities), but will endeavor to return this ratio to within the objective range in the medium term, as we believe that this range is supportive of our long-term strategy. We are well in compliance with our credit facilities leverage ratio covenant which states that we may not permit our net debt to operating cash flow ratio to exceed 4.00:1.00 (see Note 21(d)); the calculation of the debt ratio is substantially similar to the calculation of the leverage ratio covenant in our credit facilities.

 

(5)         Earnings coverage is defined as net income before borrowing costs and income tax expense, divided by borrowing costs (interest on long-term debt; interest on short-term borrowings and other; long-term debt prepayment premium); and adding back capitalized interest.

 

(6)         EBITDA — excluding restructuring and other costs interest coverage is defined as EBITDA — excluding restructuring and other costs divided by net interest cost. This measure is substantially similar to the coverage ratio covenant in our credit facilities.

 

(7)         Adjusted net earnings attributable to Common Shares is calculated as follows:

 

12-month periods ended June 30

 

2016

 

2015

 

Net income attributable to Common Shares

 

$

1,420

 

$

1,423

 

Gain from exchange of wireless spectrum licences, after income taxes

 

(13

)

 

Gain and net equity income related to real estate redevelopment project, after income taxes

 

(5

)

 

Income tax-related adjustments

 

(13

)

11

 

Long-term debt prepayment premium, after income tax

 

 

10

 

Adjusted net earnings attributable to Common Shares

 

$

1,389

 

$

1,444

 

 

(8)         Our target guideline for the dividend payout ratio is 65%—75% of sustainable earnings on a prospective basis.

 

Net debt to EBITDA — excluding restructuring and other costs was 2.67 times as at June 30, 2016, unchanged from one year earlier. The increase in net debt, primarily due to the purchase of spectrum licences, was offset by growth in EBITDA — excluding restructuring and other costs. The earnings coverage ratio for the twelve-month period ended June 30, 2016, was 4.6 times, down from 5.1 times one year earlier. Higher borrowing costs reduced the ratio by 0.4 and lower income before borrowing costs and income taxes reduced the ratio by 0.1. The EBITDA — excluding restructuring and other costs interest coverage ratio for the twelve-month period ended June 30, 2016, was 8.8 times, down from 9.6 times one year earlier. Growth in EBITDA — excluding restructuring and other costs increased the ratio by 0.4, while an increase in net interest costs reduced the ratio by 1.2.

 

4                 financial instruments

 

(a)         Credit risk

 

Excluding credit risk, if any, arising from currency swaps settled on a gross basis, the best representation of our maximum exposure (excluding income tax effects) to credit risk, which is a worst-case scenario and does not reflect results we expect, is as set out in the following table:

 

As at (millions)

 

June 30,
2016

 

December 31,
2015

 

Cash and temporary investments, net

 

$

428

 

$

223

 

Accounts receivable

 

1,317

 

1,428

 

Derivative assets

 

15

 

40

 

 

 

$

1,760

 

$

1,691

 

 

Cash and temporary investments

 

Credit risk associated with cash and temporary investments is managed by ensuring that these financial assets are placed with: governments; major financial institutions that have been accorded strong investment grade ratings by a primary rating agency; and/or other creditworthy counterparties. An ongoing review is performed to evaluate changes in the status of counterparties.

 

Accounts receivable

 

Credit risk associated with accounts receivable is inherently managed by our large and diverse customer base, which includes substantially all consumer and business sectors in Canada. We follow a program of credit evaluations of customers and limit the amount of credit extended when deemed necessary.

 

The following table presents an analysis of the age of customer accounts receivable for which an allowance has not been made as at the dates of the Condensed interim consolidated statements of financial position. As at June 30, 2016, the weighted average age of customer accounts receivable was 29 days (December 31, 2015 — 28 days) and the weighted average age of past-due customer accounts receivable was 67 days (December 31, 2015 — 62 days). Any late payment charges are levied, at an industry-based market or negotiated rate, on outstanding non-current customer account balances.

 

GRAPHIC

 

10



 

notes to condensed interim consolidated financial statements

(unaudited)

 

As at (millions)

 

Note

 

June 30,
2016

 

December 31,
2015

 

Customer accounts receivable, net of allowance for doubtful accounts

 

 

 

 

 

 

 

Less than 30 days past billing date

 

 

 

$

774

 

$

823

 

30-60 days past billing date

 

 

 

156

 

208

 

61-90 days past billing date

 

 

 

38

 

52

 

More than 90 days past billing date

 

 

 

61

 

64

 

 

 

 

 

$

1,029

 

$

1,147

 

Customer accounts receivable

 

25(a)

 

$

1,081

 

$

1,199

 

Allowance for doubtful accounts

 

 

 

(52

)

(52

)

 

 

 

 

$

1,029

 

$

1,147

 

 

We maintain allowances for potential credit losses related to doubtful accounts. Current economic conditions, historical information, reasons for the accounts being past due and line of business from which the customer accounts receivable arose are all considered when determining whether to make allowances for past-due accounts. The same factors are considered when determining whether to write off amounts charged to the allowance for doubtful accounts against the customer accounts receivable. The doubtful accounts expense is calculated on a specific-identification basis for customer accounts receivable over a specific balance threshold and on a statistically derived allowance basis for the remainder. No customer accounts receivable are written off directly to the doubtful accounts expense.

 

The following table presents a summary of the activity related to our allowance for doubtful accounts.

 

 

 

Three months

 

Six months

 

Periods ended June 30 (millions)

 

2016

 

2015

 

2016

 

2015

 

Balance, beginning of period

 

$

52

 

$

48

 

$

52

 

$

44

 

Additions (doubtful accounts expense)

 

13

 

10

 

29

 

29

 

Net use

 

(13

)

(8

)

(29

)

(23

)

Balance, end of period

 

$

52

 

$

50

 

$

52

 

$

50

 

 

Derivative assets (and derivative liabilities)

 

Counterparties to our share-based compensation cash-settled equity forward agreements and foreign exchange derivatives are major financial institutions that have been accorded investment grade ratings by a primary credit rating agency. The dollar amount of credit exposure under contracts with any one financial institution is limited and counterparties’ credit ratings are monitored. We do not give or receive collateral on swap agreements and hedging items due to our credit rating and those of our counterparties. While we are exposed to potential credit losses due to the possible non-performance of our counterparties, we consider this risk remote. Our derivative liabilities do not have credit risk-related contingent features.

 

(b)         Liquidity risk

 

As a component of our capital structure financial policies, discussed further in Note 3, we manage liquidity risk by:

 

·                  maintaining a daily cash pooling process that enables us to manage our available liquidity and our liquidity requirements according to our actual needs;

 

·                  maintaining bilateral bank facilities (Note 19) and syndicated credit facilities (Note 21(d)-(e));

 

·                  maintaining an agreement to sell trade receivables to an arm’s-length securitization trust (Note 19);

 

·                  maintaining a commercial paper program (Note 21(c));

 

·                  maintaining an in-effect shelf prospectus;

 

·                  continuously monitoring forecast and actual cash flows; and

 

·                  managing maturity profiles of financial assets and financial liabilities.

 

Our debt maturities in future years are as disclosed in Note 21(f). As at June 30, 2016, we could offer $3.0 billion of debt or equity securities pursuant to a shelf prospectus that is in effect until April 2018 (December 31, 2015 — $250 million until December 2016). We believe that our investment grade credit ratings contribute to reasonable access to capital markets.

 

We closely match the contractual maturities of our derivative financial liabilities with those of the risk exposures they are being used to manage.

 

The expected maturities of our undiscounted financial liabilities do not differ significantly from the contractual maturities, other than as noted below. The contractual maturities of our undiscounted financial liabilities, including interest thereon (where applicable), are as set out in the following tables:

 

GRAPHIC

 

11



 

notes to condensed interim consolidated financial statements

(unaudited)

 

 

 

Non-derivative

 

Derivative

 

 

 

 

 

Non-interest

 

 

 

Construction

 

Composite long-term debt

 

 

 

 

 

 

 

 

 

As at June 30,

 

bearing

 

 

 

credit facilities

 

Long-term

 

Currency swap agreement

 

 

 

Currency swap agreement

 

 

 

2016

 

financial

 

Short-term

 

commitment

 

debt 1

 

amounts to be exchanged 3

 

 

 

amounts to be exchanged

 

 

 

(millions)

 

liabilities

 

borrowings 1

 

(Note 18) 2

 

(Note 21)

 

(Receive)

 

Pay

 

Other

 

(Receive)

 

Pay

 

Total

 

2016

 

$

1,700

 

$

103

 

$

108

 

$

1,234

 

$

(976

)

$

977

 

$

 

$

(230

)

$

236

 

$

3,152

 

2017

 

158

 

 

 

1,197

 

 

 

4

 

(210

)

214

 

1,363

 

2018

 

9

 

 

 

728

 

 

 

 

 

 

737

 

2019

 

8

 

 

 

1,476

 

 

 

 

 

 

1,484

 

2020

 

6

 

 

 

1,425

 

 

 

 

 

 

1,431

 

Thereafter

 

14

 

 

 

12,366

 

 

 

 

 

 

12,380

 

Total

 

$

1,895

 

$

103

 

$

108

 

$

18,426

 

$

(976

)

$

977

 

$

4

 

$

(440

)

$

450

 

$

20,547

 

 

 

 

 

 

 

 

 

 

 

 

Total (Note 21(f))

 

 

$

18,427

 

 

 

 

 

 

 

 

 

 

 

 

 


(1)             Cash outflows in respect of interest payments on our short-term borrowings, commercial paper and amounts drawn under our credit facilities (if any) have been calculated based upon the interest rates in effect as at June 30, 2016.

 

(2)             The drawdowns on the construction credit facilities are expected to occur as construction progresses through 2018.

 

(3)             The amounts included in undiscounted non-derivative long-term debt in respect of U.S. dollar denominated long-term debt, and the corresponding amounts in the long-term debt currency swaps receive column, have been determined based upon the currency exchange rates in effect as at June 30, 2016. The hedged U.S. dollar denominated long-term debt contractual amounts at maturity, in effect, are reflected in the long-term debt currency swaps pay column as gross cash flows are exchanged pursuant to the currency swap agreements.

 

 

 

Non-derivative

 

Derivative

 

 

 

As at

 

Non-interest

 

 

 

Construction

 

Composite long-term debt

 

 

 

 

 

 

 

 

 

December 31,

 

bearing

 

 

 

credit facilities

 

Long-term

 

Currency swap agreement

 

 

 

Currency swap agreement

 

 

 

2015

 

financial

 

Short-term

 

commitment

 

debt 1

 

amounts to be exchanged 3

 

 

 

amounts to be exchanged

 

 

 

(millions)

 

liabilities

 

borrowings 1

 

(Note 18) 2

 

(Note 21)

 

(Receive)

 

Pay

 

Other

 

(Receive)

 

Pay

 

Total

 

2016

 

$

1,895

 

$

101

 

$

131

 

$

1,353

 

$

(256

)

$

242

 

$

4

 

$

(415

)

$

390

 

$

3,445

 

2017

 

28

 

 

 

1,174

 

 

 

9

 

 

 

1,211

 

2018

 

8

 

 

 

705

 

 

 

 

 

 

713

 

2019

 

6

 

 

 

1,453

 

 

 

 

 

 

1,459

 

2020

 

6

 

 

 

1,402

 

 

 

 

 

 

1,408

 

Thereafter

 

6

 

 

 

12,057

 

 

 

 

 

 

12,063

 

Total

 

$

1,949

 

$

101

 

$

131

 

$

18,144

 

$

(256

)

$

242

 

$

13

 

$

(415

)

$

390

 

$

20,299

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

$

18,130

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(1)             Cash outflows in respect of interest payments on our short-term borrowings, commercial paper and amounts drawn under our credit facilities (if any) have been calculated based upon the interest rates in effect as at December 31, 2015.

 

(2)             The drawdowns on the construction credit facilities are expected to occur as construction progresses through 2018.

 

(3)             The amounts included in undiscounted non-derivative long-term debt in respect of U.S. dollar denominated long-term debt, and the corresponding amounts in the long-term debt currency swaps receive column, have been determined based upon the currency exchange rates in effect as at December 31, 2015. The hedged U.S. dollar denominated long-term debt contractual amounts at maturity, in effect, are reflected in the long-term debt currency swaps pay column as gross cash flows are exchanged pursuant to the currency swap agreements.

 

(c)          Market risk

 

Net income and other comprehensive income for the six-month periods ended June 30, 2016 and 2015, could have varied if the Canadian dollar: U.S. dollar exchange rate and our Common Share price varied by reasonably possible amounts from their actual statement of financial position date amounts.

 

The sensitivity analysis of our exposure to currency risk at the reporting date has been determined based upon a hypothetical change taking place at the relevant statement of financial position date. The U.S. dollar denominated balances and derivative financial instrument notional amounts as at the statement of financial position dates have been used in the calculations.

 

The sensitivity analysis of our exposure to other price risk arising from share-based compensation at the reporting date has been determined based upon a hypothetical change taking place at the relevant statement of financial position date. The relevant notional number of Common Shares at the statement of financial position date, which includes those in the cash-settled equity swap agreements, has been used in the calculations.

 

Income tax expense, which is reflected net in the sensitivity analysis, reflects the applicable statutory income tax rates for the reporting periods.

 

 

12



 

notes to condensed interim consolidated financial statements

(unaudited)

 

Six-month periods ended June 30

 

Net income

 

Other comprehensive income

 

Comprehensive income

 

(increase (decrease) in millions)

 

2016

 

2015

 

2016

 

2015

 

2016

 

2015

 

Reasonably possible changes in market risks 1

 

 

 

 

 

 

 

 

 

 

 

 

 

10% change in Cdn.$: U.S.$ exchange rate

 

 

 

 

 

 

 

 

 

 

 

 

 

Canadian dollar appreciates

 

$

(3

)

$

(24

)

$

(6

)

$

(5

)

$

(9

)

$

(29

)

Canadian dollar depreciates

 

$

3

 

$

22

 

$

6

 

$

5

 

$

9

 

$

27

 

25% 2 change in Common Share price 3

 

 

 

 

 

 

 

 

 

 

 

 

 

Price increases

 

$

(12

)

$

(7

)

$

20

 

$

18

 

$

8

 

$

11

 

Price decreases

 

$

8

 

$

7

 

$

(20

)

$

(18

)

$

(12

)

$

(11

)

 


(1)         These sensitivities are hypothetical and should be used with caution. Changes in net income and/or other comprehensive income generally cannot be extrapolated because the relationship of the change in assumption to the change in net income and/or other comprehensive income may not be linear. In this table, the effect of a variation in a particular assumption on the amount of net income and/or other comprehensive income is calculated without changing any other factors; in reality, changes in one factor may result in changes in another, which might magnify or counteract the sensitivities.

The sensitivity analysis assumes that we would realize the changes in exchange rates; in reality, the competitive marketplace in which we operate would have an effect on this assumption.

No consideration has been made for a difference in the notional number of Common Shares associated with share-based compensation awards made during the reporting period that may have arisen due to a difference in the Common Share price.

(2)         To facilitate ongoing comparison of sensitivities, a constant variance of approximate magnitude has been used. Reflecting a twelve-month data period and calculated on a monthly basis, the volatility of our Common Share price as at June 30, 2016, was 16.2% (2015 — 10.5%).

(3)         The hypothetical effects of changes in the price of our Common Shares are restricted to those which would arise from our share-based compensation awards that are accounted for as liability instruments and the associated cash-settled equity swap agreements.

 

(d)         Fair values

 

General

 

The carrying values of cash and temporary investments, accounts receivable, short-term obligations, short-term borrowings, accounts payable and certain provisions (including restructuring accounts payable) approximate their fair values due to the immediate or short-term maturity of these financial instruments. The fair values are determined directly by reference to quoted market prices in active markets.

 

The carrying values of our investments accounted for using the cost method do not exceed their fair values. The fair values of our investments accounted for as available-for-sale are based on quoted market prices in active markets or other clear and objective evidence of fair value.

 

The fair value of our long-term debt is based on quoted market prices in active markets.

 

The fair values of the derivative financial instruments we use to manage our exposure to currency risks are estimated based upon quoted market prices in active markets for the same or similar financial instruments or on the current rates offered to us for financial instruments of the same maturity, as well as discounted future cash flows determined using current rates for similar financial instruments subject to similar risks and maturities (such fair value estimates being largely based on the Canadian dollar: U.S. dollar forward exchange rate as at the statement of financial position dates).

 

The fair values of the derivative financial instruments we use to manage our exposure to increases in compensation costs arising from certain forms of share-based compensation are based upon fair value estimates of the related cash-settled equity forward agreements provided by the counterparty to the transactions (such fair value estimates being largely based on our Common Share price as at the statement of financial position dates).

 

The financial instruments that we measure at fair value on a recurring basis in periods subsequent to initial recognition and the level within the fair value hierarchy at which they are measured are as set out in the following table.

 

 

 

 

 

 

 

Fair value measurements at reporting date using

 

 

 

 

 

 

 

Quoted prices in active
markets for identical items

 

Significant other
observable inputs

 

Significant unobservable
inputs

 

 

 

Carrying value

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

As at (millions)

 

June 30,
2016

 

Dec. 31,
2015

 

June 30,
2016

 

Dec. 31,
2015

 

June 30,
2016

 

Dec. 31,
2015

 

June 30,
2016

 

Dec. 31,
2015

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange derivatives

 

$

9

 

$

40

 

$

 

$

 

$

9

 

$

40

 

$

 

$

 

Share-based compensation derivatives

 

6

 

 

 

 

6

 

 

 

 

Available-for-sale portfolio investments

 

26

 

30

 

1

 

2

 

25

 

28

 

 

 

 

 

$

41

 

$

70

 

$

1

 

$

2

 

$

40

 

$

68

 

$

 

$

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange derivatives

 

$

20

 

$

 

$

 

$

 

$

20

 

$

 

$

 

$

 

Share-based compensation derivatives

 

4

 

11

 

 

 

4

 

11

 

 

 

 

 

$

24

 

$

11

 

$

 

$

 

$

24

 

$

11

 

$

 

$

 

 

 

13



 

notes to condensed interim consolidated financial statements

(unaudited)

 

Derivative

 

The derivative financial instruments that we measure at fair value on a recurring basis subsequent to initial recognition are as set out in the following table.

 

 

 

 

 

 

 

June 30, 2016

 

December 31, 2015

 

As at (millions)

 

Designation

 

Maximum
maturity
date

 

Notional
amount

 

Fair value
and carrying
value

 

Notional
amount

 

Fair value
and carrying
value

 

Current Assets 1

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives used to manage

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency risks arising from U.S. dollar denominated purchases

 

HFT 2

 

2016

 

$

8

 

$

3

 

$

115

 

$

15

 

Currency risks arising from U.S. dollar denominated purchases

 

HFH 3

 

2017

 

$

84

 

1

 

$

161

 

11

 

Currency risks arising from U.S. dollar revenues

 

HFT 2

 

2017

 

$

29

 

 

$

62

 

 

Changes in share-based compensation costs (Note 13(b))

 

HFH 3

 

2016

 

$

67

 

2

 

$

 

 

Currency risks arising from U.S. dollar denominated commercial paper (Note 21(c))

 

HFH 3

 

2016

 

$

416

 

5

 

$

243

 

14

 

 

 

 

 

 

 

 

 

$

11

 

 

 

$

40

 

Other Long-Term Assets 1

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives used to manage

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in share-based compensation costs (Note 13(b))

 

HFH 3

 

2018

 

$

75

 

$

4

 

$

 

$

 

Current Liabilities 1

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives used to manage

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency risks arising from U.S. dollar denominated purchases

 

HFT 2

 

2016

 

$

 

$

 

$

31

 

$

 

Currency risks arising from U.S. dollar denominated purchases

 

HFH 3

 

2017

 

$

264

 

14

 

$

11

 

 

Currency risks arising from U.S. dollar revenues

 

HFT 2

 

2017

 

$

65

 

 

$

8

 

 

Changes in share-based compensation costs (Note 13(b))

 

HFH 3

 

2016

 

$

7

 

 

$

71

 

2

 

Currency risks arising from U.S. dollar denominated commercial paper (Note 21(c))

 

HFH 3

 

2016

 

$

561

 

6

 

$

 

 

 

 

 

 

 

 

 

 

$

20

 

 

 

$

2

 

Other Long-Term Liabilities 1

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives used to manage

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in share-based compensation costs (Note 13(b))

 

HFH 3

 

2017

 

$

65

 

$

4

 

$

68

 

$

9

 

 


(1)         Derivative financial assets and liabilities are not set off.

(2)         Designated as held for trading (HFT) upon initial recognition; hedge accounting is not applied.

(3)         Designated as held for hedging (HFH) upon initial recognition (cash flow hedging item); hedge accounting is applied.

 

Non-derivative

 

Our long-term debt, which is measured at amortized cost, and the fair value thereof, are as set out in the following table.

 

 

 

June 30, 2016

 

December 31, 2015

 

As at (millions)

 

Carrying
value

 

Fair value

 

Carrying
value

 

Fair value

 

Long-term debt (Note 21)

 

$

12,522 

 

$

13,399 

 

$

12,038 

 

$

12,575 

 

 

(e)          Recognition of derivative gains and losses

 

The following table sets out the gains and losses, excluding income tax effects, on derivative instruments that are classified as cash flow hedging items and their location within the Condensed interim consolidated statements of income and other comprehensive income. There was no ineffective portion of derivative instruments classified as cash flow hedging items for the periods presented.

 

 

14



 

notes to condensed interim consolidated financial statements

(unaudited)

 

 

 

Amount of gain (loss)
recognized in other
comprehensive income

 

Gain (loss) reclassified from other comprehensive
income to income (effective portion)
(Note 10)

 

 

 

(effective portion) (Note 10)

 

 

 

Amount

 

(millions)

 

2016

 

2015

 

Location

 

2016

 

2015

 

THREE-MONTH PERIODS ENDED JUNE 30

 

 

 

 

 

 

 

 

 

 

 

Derivatives used to manage:

 

 

 

 

 

 

 

 

 

 

 

Currency risks arising from U.S. dollar denominated purchases

 

$

(1

)

$

1

 

Goods and services purchased

 

$

(3

)

$

 

Changes in share-based compensation costs (Note 13(b))

 

(3

)

5

 

Employee benefits expense

 

(1

)

3

 

Currency risks arising from U.S. dollar denominated commercial paper (Note 21(c))

 

(14

)

 

Financing costs

 

(14

)

 

 

 

$

(18

)

$

6

 

 

 

$

(18

)

$

3

 

 

 

 

 

 

 

 

 

 

 

 

 

SIX-MONTH PERIODS ENDED JUNE 30

 

 

 

 

 

 

 

 

 

 

 

Derivatives used to manage:

 

 

 

 

 

 

 

 

 

 

 

Currency risks arising from U.S. dollar denominated purchases

 

$

(24

)

$

1

 

Goods and services purchased

 

$

(2

)

$

 

Changes in share-based compensation costs (Note 13(b))

 

15

 

5

 

Employee benefits expense

 

6

 

8

 

Currency risks arising from U.S. dollar denominated commercial paper (Note 21(c))

 

(52

)

 

Financing costs

 

(52

)

 

 

 

$

(61

)

$

6

 

 

 

$

(48

)

$

8

 

 

The following table sets out the gains and losses arising from derivative instruments that are classified as held for trading and that are not designated as being in a hedging relationship, and their location within the Condensed interim consolidated statements of income and other comprehensive income.

 

 

 

 

 

Gain (loss) recognized in income on derivatives

 

 

 

 

 

Three months

 

Six months

 

Periods ended June 30 (millions)

 

Location

 

2016

 

2015

 

2016

 

2015

 

Derivatives used to manage currency risks

 

Financing costs

 

$

2

 

$

(1

)

$

 

$

9

 

 

5                 segmented information

 

General

 

The operating segments that are regularly reported to our Chief Executive Officer (our chief operating decision-maker) are wireless and wireline. Operating segments are components of an entity that engage in business activities from which they earn revenues and incur expenses (including revenues and expenses related to transactions with the other component(s)), the operating results of which are regularly reviewed by a chief operating decision-maker to make resource allocation decisions and to assess performance.

 

As we do not currently aggregate operating segments, our reportable segments are also wireless and wireline. The wireless segment includes network revenues (data and voice) and equipment sales. The wireline segment includes data revenues (which includes Internet protocol; television; hosting, managed information technology and cloud-based services; business process outsourcing; and certain healthcare solutions), voice revenues, and other telecommunications services revenues, excluding wireless. Segmentation is based on similarities in technology, the technical expertise required to deliver the services and products, customer characteristics, the distribution channels used and regulatory treatment. Intersegment sales are recorded at the exchange value, which is the amount agreed to by the parties.

 

The following segmented information is regularly reported to our chief operating decision-maker.

 

 

15



 

notes to condensed interim consolidated financial statements

(unaudited)

 

Three-month periods ended

 

Wireless

 

Wireline

 

Eliminations

 

Consolidated

 

June 30 (millions)

 

2016

 

2015

 

2016

 

2015

 

2016

 

2015

 

2016

 

2015

 

Operating revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

External revenue

 

$

1,754

 

$

1,722

 

$

1,394

 

$

1,380

 

$

 

$

 

$

3,148

 

$

3,102

 

Intersegment revenue

 

14

 

14

 

48

 

43

 

(62

)

(57

)

 

 

 

 

$

1,768

 

$

1,736

 

$

1,442

 

$

1,423

 

$

(62

)

$

(57

)

$

3,148

 

$

3,102

 

EBITDA 1

 

$

793

 

$

719

 

$

396

 

$

362

 

$

 

$

 

$

1,189

 

$

1,081

 

CAPEX, excluding spectrum licences 2

 

$

258

 

$

227

 

$

511

 

$

437

 

$

 

$

 

$

769

 

$

664

 

 

 

 

 

 

 

 

 

 

 

Operating revenues (above)

 

$

3,148

 

$

3,102

 

 

 

 

 

 

 

 

 

 

 

Goods and services purchased

 

1,331

 

1,372

 

 

 

 

 

 

 

 

 

 

 

Employee benefits expense

 

628

 

649

 

 

 

 

 

 

 

 

 

 

 

EBITDA (above)

 

1,189

 

1,081

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

385

 

361

 

 

 

 

 

 

 

 

 

 

 

Amortization

 

114

 

103

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

690

 

617

 

 

 

 

 

 

 

 

 

 

 

Financing costs

 

134

 

110

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

$

556

 

$

507

 

 


(1)         Earnings before interest, income taxes, depreciation and amortization (EBITDA) does not have any standardized meaning prescribed by IFRS-IASB and is therefore unlikely to be comparable to similar measures presented by other issuers; we define EBITDA as operating revenues less goods and services purchased and employee benefits expense. We have issued guidance on, and report, EBITDA because it is a key measure that management uses to evaluate the performance of our business, and it is also utilized in measuring compliance with certain debt covenants.

(2)         Total capital expenditures (CAPEX); see Note 25(b) for a reconciliation of capital expenditures, excluding spectrum licences to cash payments for capital assets, excluding spectrum licences reported in the Condensed interim consolidated statements of cash flows.

 

Six-month periods ended June 30 

 

Wireless

 

Wireline

 

Eliminations

 

Consolidated

 

(millions)

 

2016

 

2015

 

2016

 

2015

 

2016

 

2015

 

2016

 

2015

 

Operating revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

External revenue

 

$

3,456

 

$

3,394

 

$

2,800

 

$

2,736

 

$

 

$

 

$

6,256

 

$

6,130

 

Intersegment revenue

 

28

 

28

 

95

 

86

 

(123

)

(114

)

 

 

 

 

$

3,484

 

$

3,422

 

$

2,895

 

$

2,822

 

$

(123

)

$

(114

)

$

6,256

 

$

6,130

 

EBITDA 1

 

$

1,549

 

$

1,463

 

$

780

 

$

753

 

$

 

$

 

$

2,329

 

$

2,216

 

CAPEX, excluding spectrum licences 2

 

$

438

 

$

475

 

$

949

 

$

824

 

$

 

$

 

$

1,387

 

$

1,299

 

 

 

 

 

 

 

 

 

 

 

Operating revenues (above)

 

$

6,256

 

$

6,130

 

 

 

 

 

 

 

 

 

 

 

Goods and services purchased

 

2,631

 

2,656

 

 

 

 

 

 

 

 

 

 

 

Employee benefits expense

 

1,296

 

1,258

 

 

 

 

 

 

 

 

 

 

 

EBITDA (above)

 

2,329

 

2,216

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

770

 

708

 

 

 

 

 

 

 

 

 

 

 

Amortization

 

229

 

212

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

1,330

 

1,296

 

 

 

 

 

 

 

 

 

 

 

Financing costs

 

257

 

227

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

$

1,073

 

$

1,069

 

 


(1)         Earnings before interest, income taxes, depreciation and amortization (EBITDA) does not have any standardized meaning prescribed by IFRS-IASB and is therefore unlikely to be comparable to similar measures presented by other issuers; we define EBITDA as operating revenues less goods and services purchased and employee benefits expense. We have issued guidance on, and report, EBITDA because it is a key measure that management uses to evaluate the performance of our business, and it is also utilized in measuring compliance with certain debt covenants.

(2)         Total capital expenditures (CAPEX); see Note 25(b) for a reconciliation of capital expenditures, excluding spectrum licences to cash payments for capital assets, excluding spectrum licences reported in the Condensed interim consolidated statements of cash flows.

 

Geographical information

 

We attribute revenues from external customers to individual countries on the basis of the location where the goods and/or services are provided. We do not have material revenues that we attribute to countries other than Canada (our country of domicile), nor do we have material amounts of property, plant, equipment, intangible assets and/or goodwill located outside of Canada.

 

 

16



 

notes to condensed interim consolidated financial statements

(unaudited)

 

6                 other operating income

 

 

 

 

 

Three months

 

Six months

 

Periods ended June 30 (millions)

 

Note

 

2016

 

2015

 

2016

 

2015

 

Government assistance, including deferral account amortization

 

 

 

$

9

 

$

12

 

$

18

 

$

24

 

Investment income (loss)

 

 

 

9

 

(2

)

9

 

(2

)

Interest income

 

18(c)

 

1

 

1

 

1

 

2

 

Gain (loss) on disposal of assets and other

 

 

 

13

 

(1

)

16

 

3

 

 

 

 

 

$

32

 

$

10

 

$

44

 

$

27

 

 

7                 employee benefits expense

 

 

 

 

 

Three months

 

Six months

 

Periods ended June 30 (millions)

 

Note

 

2016

 

2015

 

2016

 

2015

 

Employee benefits expense — gross

 

 

 

 

 

 

 

 

 

 

 

Wages and salaries

 

 

 

$

631

 

$

625

 

$

1,258

 

$

1,220

 

Share-based compensation 1

 

13

 

30

 

34

 

55

 

64

 

Pensions — defined benefit

 

14(a)

 

22

 

26

 

44

 

54

 

Pensions — defined contribution

 

14(b)

 

20

 

20

 

44

 

45

 

Restructuring costs 1

 

15(b)

 

11

 

29

 

55

 

34

 

Other

 

 

 

39

 

37

 

78

 

77

 

 

 

 

 

753

 

771

 

1,534

 

1,494

 

Capitalized internal labour costs

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

 

(83

)

(82

)

(157

)

(159

)

Intangible assets subject to amortization

 

 

 

(42

)

(40

)

(81

)

(77

)

 

 

 

 

(125

)

(122

)

(238

)

(236

)

 

 

 

 

$

628

 

$

649

 

$

1,296

 

$

1,258

 

 


(1)         For the three-month and six-month periods ended June 30, 2016, $NIL (2015 — $NIL) and $2 (2015 — $NIL), respectively, of share-based compensation was included in restructuring costs.

 

8                 financing costs

 

 

 

 

 

Three months

 

Six months

 

Periods ended June 30 (millions)

 

Note

 

2016

 

2015

 

2016

 

2015

 

Interest expense 

 

 

 

 

 

 

 

 

 

 

 

Interest on long-term debt — gross

 

 

 

$

134

 

$

127

 

$

267

 

$

240

 

Capitalized long-term debt interest 1

 

 

 

(11

)

(9

)

(28

)

(9

)

Interest on long-term debt — net

 

 

 

123

 

118

 

239

 

231

 

Interest on short-term borrowings and other

 

 

 

1

 

2

 

2

 

3

 

Interest accretion on provisions

 

20

 

3

 

3

 

6

 

6

 

 

 

 

 

127

 

123

 

247

 

240

 

Employee defined benefit plans net interest

 

14(a)

 

1

 

6

 

2

 

13

 

Foreign exchange

 

 

 

7

 

2

 

9

 

(5

)

 

 

 

 

135

 

131

 

258

 

248

 

Interest income

 

 

 

 

 

 

 

 

 

 

 

Interest on income tax refunds

 

 

 

 

(20

)

 

(20

)

Other

 

 

 

(1

)

(1

)

(1

)

(1

)

 

 

 

 

(1

)

(21

)

(1

)

(21

)

 

 

 

 

$

134

 

$

110

 

$

257

 

$

227

 

 


(1)         Long-term debt interest at a composite rate of 3.31% was capitalized to intangible assets with indefinite lives.

 

 

17



 

notes to condensed interim consolidated financial statements

(unaudited)

 

9                 income taxes

 

 

 

Three months

 

Six months

 

Periods ended June 30 (millions)

 

2016

 

2015

 

2016

 

2015

 

Current income tax expense

 

 

 

 

 

 

 

 

 

For current reporting period

 

$

110

 

$

124

 

$

280

 

$

344

 

Adjustments recognized in the current period for income taxes of prior periods

 

(2

)

(77

)

(2

)

(77

)

 

 

108

 

47

 

278

 

267

 

Deferred income tax expense (recovery)

 

 

 

 

 

 

 

 

 

Arising from the origination and reversal of temporary differences

 

30

 

13

 

(2

)

(60

)

Revaluation of deferred income tax liability to reflect future statutory income tax rates

 

 

48

 

1

 

48

 

Adjustments recognized in the current period for income taxes of prior periods

 

2

 

58

 

2

 

58

 

 

 

32

 

119

 

1

 

46

 

 

 

$

140

 

$

166

 

$

279

 

$

313

 

 

Our income tax expense and effective income tax rate differs from that calculated by applying the applicable statutory rates for the following reasons:

 

Three-month periods ended June 30 ($ in millions)

 

2016

 

2015

 

Income taxes computed at applicable statutory rates

 

$

148

 

26.5

%

$

134

 

26.6

%

Revaluation of deferred income tax liability to reflect future income tax rates

 

 

 

48

 

9.5

 

Adjustments recognized in the current period for income taxes of prior periods

 

 

 

(19

)

(3.7

)

Other

 

(8

)

(1.3

)

3

 

0.3

 

Income tax expense per Condensed interim consolidated statements of income and other comprehensive income

 

$

140

 

25.2

%

$

166

 

32.7

%

 

Six-month periods ended June 30 ($ in millions)

 

2016

 

2015

 

Income taxes computed at applicable statutory rates

 

$

285

 

26.6

%

$

282

 

26.5

%

Revaluation of deferred income tax liability to reflect future income tax rates

 

1

 

0.1

 

48

 

4.5

 

Adjustments recognized in the current period for income taxes of prior periods

 

 

 

(19

)

(1.8

)

Other

 

(7

)

(0.7

)

2

 

0.1

 

Income tax expense per Condensed interim consolidated statements of income and other comprehensive income

 

$

279

 

26.0

%

$

313

 

29.3

%

 

10          other comprehensive income

 

 

 

Items that may subsequently be reclassified to income

 

Item never
reclassified
to income

 

 

 

 

 

Change in unrealized fair value of
derivatives designated as cash flow
hedges in current period (Note 4(e))

 

Cumulative

 

Change in
unrealized fair

 

 

 

 

 

 

 

(millions)

 

Gains (losses)
arising

 

Prior period
(gains) losses
transferred to
net income

 

Total

 

foreign
currency
translation
adjustment

 

value of
available-for-
sale financial
assets

 

Accumulated
other
comp. income

 

Employee
defined benefit
plan
re-measurements

 

Other
comp. income

 

THREE-MONTH PERIODS ENDED JUNE 30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated balance as at April 1, 2015

 

 

 

 

 

$

 

$

28

 

$

13

 

$

41

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount arising

 

$

6

 

$

(3

)

3

 

(5

)

1

 

(1

)

$

(174

)

$

(175

)

Income taxes

 

$

1

 

$

 

1

 

 

1

 

2

 

(52

)

(50

)

Net

 

 

 

 

 

2

 

(5

)

 

(3

)

$

(122

)

$

(125

)

Accumulated balance as at June 30, 2015

 

 

 

 

 

$

2

 

$

23

 

$

13

 

$

38

 

 

 

 

 

Accumulated balance as at April 1, 2016

 

 

 

 

 

$

(10

)

$

39

 

$

16

 

$

45

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount arising

 

$

(18

)

$

18

 

 

6

 

(3

)

3

 

$

129

 

$

132

 

Income taxes

 

$

(6

)

$

5

 

(1

)

 

 

(1

)

35

 

34

 

Net

 

 

 

 

 

1

 

6

 

(3

)

4

 

$

94

 

$

98

 

Accumulated balance as at June 30, 2016

 

 

 

 

 

$

(9

)

$

45

 

$

13

 

$

49

 

 

 

 

 

 

 

18



 

notes to condensed interim consolidated financial statements

(unaudited)

 

 

 

Items that may subsequently be reclassified to income

 

Item never
reclassified
to income

 

 

 

 

 

Change in unrealized fair value of

 

 

 

 

 

 

 

 

 

 

 

 

 

derivatives designated as cash flow

 

 

 

Change in

 

 

 

 

 

 

 

 

 

hedges in current period (Note 4(e))

 

Cumulative

 

unrealized fair

 

 

 

 

 

 

 

(millions)

 

Gains (losses)
arising

 

Prior period
(gains) losses
transferred to
net income

 

Total

 

foreign
currency
translation
adjustment

 

value of
available-for-
sale financial
assets

 

Accumulated
other
comp. income

 

Employee
defined benefit
plan
re-measurements

 

Other
comp. income

 

SIX-MONTH PERIODS ENDED JUNE 30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated balance as at January 1, 2015

 

 

 

 

 

$

4

 

$

18

 

$

16

 

$

38

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount arising

 

$

6

 

$

(8

)

(2

)

5

 

(3

)

 

$

147

 

$

147

 

Income taxes

 

$

1

 

$

(1

)

 

 

 

 

32

 

32

 

Net

 

 

 

 

 

(2

)

5

 

(3

)

 

$

115

 

$

115

 

Accumulated balance as at June 30, 2015

 

 

 

 

 

$

2

 

$

23

 

$

13

 

$

38

 

 

 

 

 

Accumulated balance as at January 1, 2016

 

 

 

 

 

$

 

$

43

 

$

16

 

$

59

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount arising

 

$

(61

)

$

48

 

(13

)

2

 

(3

)

(14

)

$

24

 

$

10

 

Income taxes

 

$

(17

)

$

13

 

(4

)

 

 

(4

)

7

 

3

 

Net

 

 

 

 

 

(9

)

2

 

(3

)

(10

)

$

17

 

$

7

 

Accumulated balance as at June 30, 2016

 

 

 

 

 

$

(9

)

$

45

 

$

13

 

$

49

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares

 

 

 

 

 

 

 

 

 

 

 

$

45

 

 

 

 

 

Non-controlling interest

 

 

 

 

 

 

 

 

 

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

49

 

 

 

 

 

 

As at June 30, 2016, our estimate of the net amount of existing gains (losses) arising from the unrealized fair value of derivatives designated as cash flow hedges that are reported in accumulated other comprehensive income and are expected to be reclassified to net income in the next twelve months, excluding income tax effects, is $NIL.

 

11          per share amounts

 

Basic net income per Common Share is calculated by dividing net income attributable to Common Shares by the total weighted average number of Common Shares outstanding during the period. Diluted net income per Common Share is calculated to give effect to share option awards and restricted stock units.

 

The following table presents the reconciliations of the denominators of the basic and diluted per share computations. Net income was equal to diluted net income for all periods presented.

 

 

 

Three months

 

Six months

 

Periods ended June 30 (millions)

 

2016

 

2015

 

2016

 

2015

 

Basic total weighted average number of Common Shares outstanding

 

593

 

605

 

593

 

606

 

Effect of dilutive securities

 

 

 

 

 

 

 

 

 

Share option awards

 

1

 

1

 

1

 

2

 

Diluted total weighted average number of Common Shares outstanding

 

594

 

606

 

594

 

608

 

 

For the three-month and six-month periods ended June 30, 2016 and 2015, no outstanding share option awards were excluded in the computation of diluted net income per Common Share.

 

 

19



 

notes to condensed interim consolidated financial statements

(unaudited)

 

12          dividends per share

 

(a)         Dividends declared

 

Three-month periods ended

June 30 (millions except per

 

2016

 

2015

 

share amounts)

 

Declared

 

Paid to 

 

 

 

Declared

 

Paid to 

 

 

 

Common Share dividends

 

Effective

 

Per share

 

shareholders

 

Total

 

Effective

 

Per share

 

shareholders

 

Total

 

Quarter 1 dividend

 

Mar. 11, 2016

 

$

0.44

 

Apr. 1, 2016

 

$

261

 

Mar. 11, 2015

 

$

0.40

 

Apr. 1, 2015

 

$

243

 

Quarter 2 dividend

 

Jun. 10, 2016

 

0.46

 

Jul. 4, 2016

 

274

 

Jun. 10, 2015

 

0.42

 

Jul. 2, 2015

 

253

 

 

 

 

 

$

0.90

 

 

 

$

535

 

 

 

$

0.82

 

 

 

$

496

 

 

On August 4, 2016, the Board of Directors declared a quarterly dividend of $0.46 per share on our issued and outstanding Common Shares payable on October 3, 2016, to holders of record at the close of business on September 9, 2016. The final amount of the dividend payment depends upon the number of Common Shares issued and outstanding at the close of business on September 9, 2016.

 

(b)         Dividend Reinvestment and Share Purchase Plan

 

We have a Dividend Reinvestment and Share Purchase Plan under which eligible holders of Common Shares may acquire additional Common Shares by reinvesting dividends and by making additional optional cash payments to the trustee. Under this Plan, we have the option of offering Common Shares from Treasury or having the trustee acquire Common Shares in the stock market.

 

We may, at our discretion, offer Common Shares at a discount of up to 5% from the market price under the Plan. We opted to have the trustee acquire the Common Shares in the stock market with no discount offered. In respect of Common Share dividends declared during the three-month and six-month periods ended June 30, 2016, $14 million (2015 — $12 million) and $30 million (2015 — $27 million), respectively, was to be reinvested in Common Shares.

 

13          share-based compensation

 

(a)         Details of share-based compensation expense

 

Reflected in the Condensed interim consolidated statements of income and other comprehensive income as Employee benefits expense and in the Condensed interim consolidated statements of cash flows are the following share-based compensation amounts:

 

 

 

2016

 

2015

 

Three-month periods ended June 30 (millions)

 

Employee
benefits
expense

 

Associated
operating
cash
outflows

 

Statement
of cash
flows
adjustment

 

Employee
benefits
expense

 

Associated
operating
cash
outflows

 

Statement
of cash
flows
adjustment

 

Restricted stock units 1

 

$

20

 

$

2

 

$

22

 

$

25

 

$

 

$

25

 

Employee share purchase plan

 

10

 

(10

)

 

9

 

(9

)

 

Share option awards

 

 

 

 

 

 

 

 

 

$

30

 

$

(8

)

$

22

 

$

34

 

$

(9

)

$

(25

)

 


(1)         The expense arising from restricted stock units was net of cash-settled equity swap agreement effects (see Note 4(e)). Within employee benefits expense (see Note 7), restricted stock unit expense of $20 (2015 — $25) is presented as share-based compensation and the balance is included in restructuring costs.

 

 

 

2016

 

2015

 

Six-month periods ended June 30 (millions)

 

Employee
benefits
expense

 

Associated
operating
cash
outflows

 

Statement
of cash
flows
adjustment

 

Employee
benefits
expense

 

Associated
operating
cash
outflows

 

Statement
of cash
flows
adjustment

 

Restricted stock units 1

 

$

38

 

$

 

$

38

 

$

44

 

$

(43

)

$

1

 

Employee share purchase plan

 

19

 

(19

)

 

19

 

(19

)

 

Share option awards

 

 

 

 

1

 

 

1

 

 

 

$

57

 

$

(19

)

$

38

 

$

64

 

$

(62

)

$

2

 

 


(1)         The expense arising from restricted stock units was net of cash-settled equity swap agreement effects (see Note 4(e)). Within employee benefits expense (see Note 7), restricted stock unit expense of $36 (2015 — $44) is presented as share-based compensation and the balance is included in restructuring costs.

 

 

20



 

notes to condensed interim consolidated financial statements

(unaudited)

 

For the three-month and six-month periods ended June 30, 2016, the associated operating cash outflows in respect of restricted stock units are net of cash inflows arising from the cash-settled equity swap agreements of $3 million (2015 — $2 million) and $4 million (2015 — $17 million), respectively. For the three-month and six-month periods ended June 30, 2016, the income tax benefit arising from share-based compensation was $8 million (2015 — $9 million) and $15 million (2015 — $17 million), respectively.

 

(b)         Restricted stock units

 

We use restricted stock units as a form of retention and incentive compensation. Each restricted stock unit is nominally equal in value to one Common Share and is nominally entitled to the dividends that would arise thereon if it were an issued and outstanding Common Share. The notional dividends are recorded as additional issuances of restricted stock units during the life of the restricted stock unit. Due to the notional dividend mechanism, the grant-date fair value of restricted stock units equals the fair market value of the corresponding Common Shares at the grant date. The restricted stock units generally become payable when vesting is completed and typically vest over a period of 33 months (the requisite service period). The vesting method of restricted stock units, which is determined on or before the date of grant, may be either cliff or graded; the majority of restricted stock units outstanding have cliff vesting. The associated liability is normally cash-settled.

 

We also award restricted stock units that largely have the same features as our general restricted stock units, but have a variable payout (0% — 200%) depending upon the achievement of our total customer connections performance condition (with a weighting of 25%) and the total shareholder return on our Common Shares relative to an international peer group of telecommunications companies (with a weighting of 75%). The grant-date fair value of the notional subset of our restricted stock units affected by the total customer connections performance condition equals the fair market value of the corresponding Common Shares at the grant date and thus the notional subset has been included in the presentation of our restricted stock units with only service conditions. The recurring estimate, which reflects a variable payout, of the fair value of the notional subset of our restricted stock units affected by the relative total shareholder return performance element is determined using a Monte Carlo simulation.

 

The following table presents a summary of our outstanding non-vested restricted stock units.

 

Number of non-vested restricted stock units as at

 

June 30,
2016

 

December 31,
2015

 

Restricted stock units without market performance conditions

 

 

 

 

 

Restricted stock units with only service conditions

 

5,071,712

 

3,429,008

 

Notional subset affected by total customer connections performance condition

 

195,943

 

135,404

 

 

 

5,267,655

 

3,564,412

 

Restricted stock units with market performance conditions

 

 

 

 

 

Notional subset affected by relative total shareholder return performance condition

 

587,829

 

406,243

 

 

 

5,855,484

 

3,970,655

 

 

The following table presents a summary of the activity related to our restricted stock units without market performance conditions.

 

 

 

Three months

 

Six months

 

 

 

Number of restricted
stock units
 1

 

Weighted
average

 

Number of restricted
stock units
 1

 

Weighted
average

 

 

 

 

 

 

 

grant-date

 

 

 

 

 

grant-date

 

Periods ended June 30, 2016

 

Non-vested

 

Vested

 

fair value

 

Non-vested

 

Vested

 

fair value

 

Outstanding, beginning of period

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-vested

 

5,282,983

 

 

$

40.80

 

3,564,412

 

 

$

41.42

 

Vested

 

 

8,499

 

$

41.21

 

 

29,008

 

$

40.00

 

Issued

 

 

 

 

 

 

 

 

 

 

 

 

 

Initial award

 

25,253

 

 

$

40.51

 

1,886,688

 

 

$

39.66

 

In lieu of dividends

 

54,830

 

87

 

$

42.22

 

96,071

 

198

 

$

40.34

 

Vested

 

(8,262

)

8,262

 

$

40.46

 

(74,188

)

74,188

 

$

41.29

 

Settled in cash

 

 

(7,261

)

$

40.51

 

 

(93,807

)

$

40.91

 

Forfeited and cancelled

 

(87,149

)

 

$

26.64

 

(205,328

)

 

$

35.08

 

Outstanding, end of period

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-vested

 

5,267,655

 

 

$

38.98

 

5,267,655

 

 

$

38.98

 

Vested

 

 

9,587

 

$

40.80

 

 

9,587

 

$

40.80

 

 


(1)         Excluding the notional subset of restricted stock units affected by the relative total shareholder return performance element.

 

 

21



 

notes to condensed interim consolidated financial statements

(unaudited)

 

With respect to certain issuances of restricted stock units, we have entered into cash-settled equity forward agreements that fix our cost; that information, as well as a schedule of our non-vested restricted stock units outstanding as at June 30, 2016, is set out in the following table.

 

Vesting in years ending December 31

 

Number of
fixed-cost
restricted
stock units

 

Our fixed cost
per restricted
stock unit

 

Number of
variable-cost
restricted stock
units

 

Total number of
non-vested
restricted stock
units
 1

 

2016

 

1,798,900

 

$

41.02 

 

118,576

 

1,917,476

 

2017

 

1,610,984

 

$

45.35 

 

51,829

 

1,662,813

 

2018

 

1,552,377

 

$

40.77 

 

134,989

 

1,687,366

 

 

 

4,962,261

 

 

 

305,394

 

5,267,655

 

 


(1)   Excluding the notional subset of restricted stock units affected by the relative total shareholder return performance element.

 

(c)          Employee share purchase plan

 

 

 

Three months

 

Six months

 

Periods ended June 30 (millions)

 

2016

 

2015

 

2016

 

2015

 

Employee contributions

 

$

25

 

$

25

 

$

54

 

$

57

 

Employer contributions

 

10

 

9

 

19

 

19

 

 

 

$

35

 

$

34

 

$

73

 

$

76

 

 

(d)         Share option awards

 

The following table presents a summary of the activity related to our share option plan.

 

 

 

Three months

 

Six months

 

Period ended June 30, 2016

 

Number of
share
options

 

Weighted
average
share option
price

 

Number of
share
options

 

Weighted
average
share option
price

 

Outstanding, beginning of period

 

1,913,843

 

$

23.81

 

2,375,596

 

$

22.96

 

Exercised 1

 

(101,199

)

$

24.29

 

(538,937

)

$

20.48

 

Forfeited

 

(3,496

)

$

25.68

 

(8,402

)

$

23.41

 

Expired

 

 

$

 

(19,109

)

$

15.29

 

Outstanding, end of period

 

1,809,148

 

$

23.78

 

1,809,148

 

$

23.78

 

 


(1)         The total intrinsic value of share option awards exercised for the three-month and six-month periods ended June 30, 2016, was $1 million (reflecting a weighted average price at the dates of exercise of $40.94 per share) and $10 million (reflecting a weighted average price at the dates of exercise of $39.70 per share), respectively. The difference between the number of share options exercised and the number of Common Shares issued (as reflected in the Condensed interim consolidated statements of changes in owners’ equity) is the effect of our choosing to settle share option award exercises using the net-equity settlement feature.

 

The following is a life and exercise price stratification of our outstanding share options, all of which are vested, as at June 30, 2016.

 

Options outstanding and exercisable

 

 

 

 

 

 

 

 

 

 

 

Weighted
average

 

 

 

 

 

 

 

 

 

Total

 

price

 

Range of option prices

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Low

 

$

16.08

 

$

21.42

 

$

28.56

 

$

16.08

 

 

 

High

 

$

18.92

 

$

25.64

 

$

31.69

 

$

31.69

 

 

 

Year of expiry and number of options

 

 

 

 

 

 

 

 

 

 

 

2016

 

5,350

 

 

 

5,350

 

$

16.08

 

2017

 

488,719

 

35,020

 

 

523,739

 

$

16.70

 

2018

 

 

541,831

 

 

541,831

 

$

23.30

 

2019

 

 

 

738,228

 

738,228

 

$

29.21

 

 

 

494,069

 

576,851

 

738,228

 

1,809,148

 

 

 

Weighted average remaining contractual life (years)

 

0.7

 

1.7

 

2.9

 

1.9

 

 

 

Weighted average price

 

$

16.35

 

$

23.20

 

$

29.21

 

$

23.78

 

 

 

Aggregate intrinsic value 1 (millions)

 

$

12

 

$

11

 

$

9

 

$

32

 

 

 

 


(1)         The aggregate intrinsic value is calculated based on the June 30, 2016, price of $41.60  per Common Share.

 

 

22



 

notes to condensed interim consolidated financial statements

(unaudited)

 

14          employee future benefits

 

(a)         Defined benefit pension plans — expense

 

Our defined benefit pension plan expense (recovery) was as follows:

 

 

 

2016

 

2015

 

Three-month periods ended June 30
(millions)

 

Employee
benefits
expense

 

Financing
costs

 

Other
comp.
income

 

 

 

Employee
benefits
expense

 

Financing
costs

 

Other
comp.
income

 

 

 

Recognized in

 

(Note 7)

 

(Note 8)

 

(Note 10)

 

Total

 

(Note 7)

 

(Note 8)

 

(Note 10)

 

Total

 

Current service cost

 

$

20

 

$

 

$

 

$

20

 

$

24

 

$

 

$

 

$

24

 

Past service costs

 

 

 

 

 

 

 

 

 

Net interest; return on plan assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense arising from accrued benefit obligations

 

 

85

 

 

85

 

 

87

 

 

87

 

Return, including interest income, on plan assets 1

 

 

(84

)

(129

)

(213

)

 

(82

)

171

 

89

 

Interest effect on asset ceiling limit

 

 

 

 

 

 

1

 

 

1

 

 

 

 

1

 

(129

)

(128

)

 

6

 

171

 

177

 

Administrative fees

 

2

 

 

 

2

 

2

 

 

 

2

 

Changes in the effect of limiting net defined benefit assets to the asset ceiling

 

 

 

 

 

 

 

3

 

3

 

 

 

$

22

 

$

 

$

(129

)

$

(106

)

$

26 

 

$

 

$

174 

 

$

206

 

 


(1)         The interest income on the plan assets portion of the employee defined benefit plans net interest amount included in Financing costs reflects a rate of return on plan assets equal to the discount rate used in determining the accrued benefit obligations.

 

 

 

2016

 

2015

 

Six-month periods ended June 30
(millions)

 

Employee
benefits
expense

 

Financing
costs

 

Other
comp.
income

 

 

 

Employee
benefits
expense

 

Financing
costs

 

Other
comp.
income

 

 

 

Recognized in

 

(Note 7)

 

(Note 8)

 

(Note 10)

 

Total

 

(Note 7)

 

(Note 8)

 

(Note 10)

 

Total

 

Current service cost

 

$

41

 

$

 

$

 

$

41

 

$

50

 

$

 

$

 

$

50

 

Past service costs

 

 

 

 

 

1

 

 

 

1

 

Net interest; return on plan assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense arising from accrued benefit obligations

 

 

170

 

 

170

 

 

175

 

 

175

 

Return, including interest income, on plan assets 1

 

 

(169

)

(24

)

(193

)

 

(163

)

(153

)

(316

)

Interest effect on asset ceiling limit

 

 

1

 

 

1

 

 

1

 

 

1

 

 

 

 

2

 

(24

)

(22

)

 

13

 

(153

)

(140

)

Administrative fees

 

3

 

 

 

3

 

3

 

 

 

3

 

Changes in the effect of limiting net defined benefit assets to the asset ceiling

 

 

 

 

 

 

 

6

 

6

 

 

 

$

44

 

$

2

 

$

(24

)

$

22

 

$

54

 

$

13

 

$

(147

)

$

(80

)

 


(1)         The interest income on the plan assets portion of the employee defined benefit plans net interest amount included in Financing costs reflects a rate of return on plan assets equal to the discount rate used in determining the accrued benefit obligations.

 

(b)         Defined contribution plans — expense

 

Our total defined contribution pension plan costs recognized were as follows:

 

 

 

Three months

 

Six months

 

Periods ended June 30 (millions)

 

2016

 

2015

 

2016

 

2015

 

Union pension plan and public service pension plan contributions

 

$

5

 

$

6

 

$

13

 

$

14

 

Other defined contribution pension plans

 

15

 

14

 

31

 

31

 

 

 

$

20

 

$

20

 

$

44

 

$

45

 

 

 

23



 

notes to condensed interim consolidated financial statements

(unaudited)

 

15          restructuring and other costs

 

(a)         Details of restructuring and other costs

 

With the objective of reducing ongoing costs, we incur associated incremental, non-recurring restructuring costs, as discussed further in (b) following. We may also incur atypical charges when undertaking major or transformational changes to our business or operating models. We also include incremental external costs incurred in connection with business acquisition or disposition activity, as well as litigation costs, in the context of significant losses or settlements, in other costs.

 

Restructuring and other costs are presented in the Condensed interim consolidated statements of income and other comprehensive income as set out in the following table:

 

 

 

Three months

 

Six months

 

Periods ended June 30 (millions)

 

2016

 

2015

 

2016

 

2015

 

Goods and services purchased

 

$

12

 

$

30

 

$

16

 

$

42

 

Employee benefits expense

 

11

 

29

 

55

 

34

 

 

 

$

23

 

$

59

 

$

71

 

$

76

 

 

(b)         Restructuring provisions

 

Employee related provisions and other provisions, as presented in Note 20, include amounts in respect of restructuring activities. In 2016, restructuring activities included ongoing and incremental efficiency initiatives including personnel-related costs and rationalization of real estate. These initiatives were intended to improve our long-term operating productivity and competitiveness.

 

 

 

2016

 

2015

 

Three-month periods ended June 30 (millions)

 

Employee
related
 1

 

Other 1

 

Total 1

 

Employee
related
 1

 

Other 1

 

Total 1

 

Restructuring costs

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions

 

$

11

 

$

12

 

$

23

 

$

29

 

$

30

 

$

59

 

Reversal

 

 

 

 

 

 

 

Expense

 

11

 

12

 

23

 

29

 

30

 

59

 

Use

 

(22

)

(12

)

(34

)

(13

)

(4

)

(17

)

Expenses greater (less) than disbursements

 

(11

)

 

(11

)

16

 

26

 

42

 

Restructuring provisions

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

91

 

56

 

147

 

24

 

38

 

62

 

Balance, end of period

 

$

80

 

$

56

 

$

136

 

$

40

 

$

64

 

$

104

 

 


(1)         The transactions and balances in this column, excluding share-based compensation amounts, are included in, and thus are a subset of, the transactions and balances in the column with the same caption in Note 20.

 

 

 

2016

 

2015

 

Six-month periods ended June 30 (millions)

 

Employee
related
 1

 

Other 1

 

Total 1

 

Employee
related
 1

 

Other 1

 

Total 1

 

Restructuring costs

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions

 

$

55

 

$

20

 

$

75

 

$

34

 

$

42

 

$

76

 

Reversal

 

 

(4

)

(4

)

 

 

 

Expense

 

55

 

16

 

71

 

34

 

42

 

76

 

Use

 

(91

)

(17

)

(108

)

(35

)

(6

)

(41

)

Expenses greater (less) than disbursements

 

(36

)

(1

)

(37

)

(1

)

36

 

35

 

Restructuring provisions

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

116

 

57

 

173

 

41

 

28

 

69

 

Balance, end of period

 

$

80

 

$

56

 

$

136

 

$

40

 

$

64

 

$

104

 

 


(1)         The transactions and balances in this column, excluding share-based compensation amounts, are included in, and thus are a subset of, the transactions and balances in the column with the same caption in Note 20.

 

 

24



 

notes to condensed interim consolidated financial statements

(unaudited)

 

16          property, plant and equipment

 

(millions)

 

Network
assets

 

Buildings and
leasehold
improvements

 

Other

 

Land

 

Assets under
construction

 

Total

 

At cost

 

 

 

 

 

 

 

 

 

 

 

 

 

As at January 1, 2016

 

$

27,191

 

$

2,847

 

$

1,120

 

$

55

 

$

413

 

$

31,626

 

Additions

 

344

 

19

 

24

 

 

712

 

1,099

 

Dispositions, retirements and other

 

(345

)

(49

)

(91

)

 

 

(485

)

Assets under construction put into service

 

319

 

44

 

32

 

 

(395

)

 

As at June 30, 2016

 

$

27,509

 

$

2,861

 

$

1,085

 

$

55

 

$

730

 

$

32,240

 

Accumulated depreciation

 

 

 

 

 

 

 

 

 

 

 

 

 

As at January 1, 2016

 

$

19,351

 

$

1,810

 

$

729

 

$

 

$

 

$

21,890

 

Depreciation

 

666

 

47

 

57

 

 

 

770

 

Dispositions, retirements and other

 

(340

)

(42

)

(81

)

 

 

(463

)

As at June 30, 2016

 

$

19,677

 

$

1,815

 

$

705

 

$

 

$

 

$

22,197

 

Net book value

 

 

 

 

 

 

 

 

 

 

 

 

 

As at December 31, 2015

 

$

7,840

 

$

1,037

 

$

391

 

$

55

 

$

413

 

$

9,736

 

As at June 30, 2016

 

$

7,832

 

$

1,046

 

$

380

 

$

55

 

$

730

 

$

10,043

 

 

As at June 30, 2016, our contractual commitments for the acquisition of property, plant and equipment were $461 million over a period ending December 31, 2018 (December 31, 2015 — $326 million over a period ending December 31, 2017).

 

17          intangible assets and goodwill

 

 

 

Intangible assets subject to amortization

 

Intangible
assets with
indefinite lives

 

 

 

 

 

 

 

 

 

Subscriber
base

 

Customer
contracts, related
customer
relationships and
leasehold interests

 

Software

 

Access to
rights-of-way
and other

 

Assets
under
construction

 

Total

 

Spectrum
licences

 

Total
intangible
assets

 

Goodwill 1

 

Total
intangible
assets and
goodwill

 

At cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at January 1, 2016

 

$

245

 

$

228

 

$

3,801

 

$

90

 

$

216

 

$

4,580

 

$

8,480

 

$

13,060

 

$

4,125

 

$

17,185

 

Additions

 

 

 

17

 

1

 

282

 

300

 

164

 

464

 

 

464

 

Dispositions, retirements and other (including capitalized interest)

 

 

 

(90

)

(3

)

 

(93

)

26

 

(67

)

 

(67

)

Assets under construction put into service

 

 

 

207

 

1

 

(208

)

 

 

 

 

 

As at June 30, 2016

 

$

245

 

$

228

 

$

3,935

 

$

89

 

$

290

 

$

4,787

 

$

8,670

 

$

13,457

 

$

4,125

 

$

17,582

 

Accumulated amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at January 1, 2016

 

$

112

 

$

168

 

$

2,739

 

$

56

 

$

 

$

3,075

 

$

 

$

3,075

 

$

364

 

$

3,439

 

Amortization

 

7

 

15

 

205

 

2

 

 

229

 

 

229

 

 

229

 

Dispositions, retirements and other

 

 

 

(95

)

(2

)

 

(97

)

 

(97

)

 

(97

)

As at June 30, 2016

 

$

119

 

$

183

 

$

2,849

 

$

56

 

$

 

$

3,207

 

$

 

$

3,207

 

$

364

 

$

3,571

 

Net book value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at December 31, 2015

 

$

133

 

$

60

 

$

1,062

 

$

34

 

$

216

 

$

1,505

 

$

8,480

 

$

9,985

 

$

3,761

 

$

13,746

 

As at June 30, 2016

 

$

126

 

$

45

 

$

1,086

 

$

33

 

$

290

 

$

1,580

 

$

8,670

 

$

10,250

 

$

3,761

 

$

14,011

 

 


(1)              Accumulated amortization of goodwill is amortization recorded prior to 2002; there are no accumulated impairment losses in the accumulated amortization of goodwill.

 

 

25



 

notes to condensed interim consolidated financial statements

(unaudited)

 

As at June 30, 2016, our contractual commitments for the acquisition of intangible assets, excluding that arising from BCE Inc.’s announced agreement to acquire Manitoba Telecom Services Inc. discussed in the following paragraph, were $92 million over a period ending December 31, 2020 (December 31, 2015 — $55 million over a period ending December 31, 2018).

 

On May 2, 2016, BCE Inc. announced that it had entered into a definitive agreement to acquire all issued and outstanding shares of Manitoba Telecom Services Inc., subject to customary closing conditions, including court, shareholder and regulatory approvals, and is expected to close in late 2016 or early 2017; as of June 30, 2016, court and shareholder approvals had been obtained. In June 2016, we submitted a notification and advanced ruling request to the Competition Bureau regarding our previously announced agreement in principle with BCE Inc. pursuant to which we will acquire approximately one-third of Manitoba Telecom Services Inc.’s postpaid wireless subscribers and be assigned one-third of its dealer locations in Manitoba, upon the successful completion of BCE Inc.’s acquisition of Manitoba Telecom Services Inc.

 

18          real estate joint ventures

 

(a)         General

 

In 2011, we partnered, as equals, with an arm’s-length party in a residential condominium, retail and commercial real estate redevelopment project, TELUS Garden, in Vancouver, British Columbia. TELUS is a tenant in TELUS Garden, which is now our new global headquarters. The new-build office tower has received its 2009 Leadership in Energy and Environmental Design (LEED) Platinum certification and the neighbouring new-build residential condominium tower, was built to the LEED Gold standard.

 

In 2013, we partnered, as equals, with two arm’s-length parties (one of which is also our TELUS Garden partner) in a residential, retail and commercial real estate redevelopment project, TELUS Sky, in Calgary, Alberta. The new-build tower, scheduled for completion in 2018, is to be built to the LEED Platinum standard.

 

 

26



 

notes to condensed interim consolidated financial statements

(unaudited)

 

(b)         Real estate joint ventures — summarized financial information

 

As at (millions)

 

June 30,
2016

 

December 31,
2015

 

ASSETS

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and temporary investments, net

 

$

24

 

$

20

 

Escrowed deposits for tenant inducements and liens

 

10

 

20

 

Sales contract deposits held by arm’s-length trustee

 

6

 

6

 

Other

 

19

 

21

 

Property under development — residential condominiums (subject to sales contracts)

 

110

 

156

 

 

 

169

 

223

 

Non-current assets

 

 

 

 

 

Property under development — Investment property

 

120

 

96

 

Investment property

 

230

 

238

 

 

 

350

 

334

 

 

 

$

519

 

$

557

 

LIABILITIES AND OWNERS’ EQUITY

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

26

 

$

46

 

Sales contract deposits

 

 

 

 

 

Payable

 

31

 

55

 

Held by arm’s-length trustee

 

6

 

6

 

Current portion of senior secured 3.4% bonds due July 2025

 

4

 

4

 

Construction credit facilities

 

46

 

96

 

Construction holdback liabilities

 

10

 

10

 

Other financial liability 1

 

18

 

18

 

 

 

141

 

235

 

Non-current liabilities

 

 

 

 

 

Construction credit facilities

 

35

 

9

 

Other

 

 

4

 

Senior secured 3.4% bonds due July 2025

 

215

 

217

 

 

 

250

 

230

 

Liabilities

 

391

 

465

 

Owners’ equity

 

 

 

 

 

TELUS 2

 

50

 

36

 

Other partners

 

78

 

56

 

 

 

128

 

92

 

 

 

$

519

 

$

557

 

 


(1)         Other financial liability is due to us; such amount is non-interest bearing, is secured by an $18 mortgage on the TELUS Garden residential condominium tower, is payable in cash and is due subsequent to repayment of the residential condominium tower construction credit facility.

(2)         The equity amounts recorded by the real estate joint ventures differ from those recorded by us by the amount of the deferred gains on our real estate contributed and the valuation provision we have recorded.

 

 

 

Three months

 

Six months

 

Periods ended June 30 (millions)

 

2016

 

2015

 

2016

 

2015

 

Revenue

 

 

 

 

 

 

 

 

 

From investment property

 

$

14

 

$

4

 

$

20

 

$

4

 

From sale of condominiums

 

$

114

 

$

 

$

114

 

$

 

Depreciation and amortization

 

$

3

 

$

2

 

$

4

 

$

2

 

Interest expense 1

 

$

4

 

$

2

 

$

6

 

$

2

 

Net income (loss) and comprehensive income (loss) 2

 

$

36

 

$

(2

)

$

36

 

$

(2

)

 


(1)         During the three-month and six-month periods ended June 30, 2016, the real estate joint ventures capitalized $NIL (2015 — $NIL) and $1 (2015 — $2), respectively, of financing costs.

(2)         As the real estate joint ventures are partnerships, no provision for income taxes of the partners is made in determining the real estate joint ventures’ net income (loss) and comprehensive income (loss).

 

 

27



 

notes to condensed interim consolidated financial statements

(unaudited)

 

(c)          Our real estate joint ventures activity

 

Our real estate joint ventures investment activity is as set out following table.

 

 

 

2016

 

2015

 

Three-month periods ended June 30 (millions)

 

Loans and
receivables
 1

 

Equity 2

 

Total

 

Loans and
receivables
 1

 

Equity 2

 

Total

 

Related to real estate joint ventures’ statements of income and other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss) attributable to us 3

 

$

 

$

14

 

$

14

 

$

 

$

(1

)

$

(1

)

Related to real estate joint ventures’ statements of financial position

 

 

 

 

 

 

 

 

 

 

 

 

 

Items not affecting currently reported cash flows

 

 

 

 

 

 

 

 

 

 

 

 

 

Recognition of gain initially deferred on our real estate initially contributed

 

 

4

 

4

 

 

 

 

Construction credit facilities financing costs charged by us and other (Note 6)

 

1

 

 

1

 

1

 

 

1

 

Cash flows in the current reporting period

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction credit facilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts advanced

 

11

 

 

11

 

13

 

 

13

 

Amounts repaid

 

(40

)

 

(40

)

 

 

 

Financing costs paid to us

 

(1

)

 

(1

)

(1

)

 

(1

)

Funds we contributed

 

 

 

 

 

3

 

3

 

Net increase (decrease)

 

(29

)

18

 

(11

)

13

 

2

 

15

 

Real estate joint ventures carrying amounts

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

81

 

25

 

106

 

127

 

22

 

149

 

Valuation provision

 

 

(9

)

(9

)

 

 

 

Balance, end of period

 

$

52

 

$

34

 

$

86

 

$

140

 

$

24

 

$

164

 

 

 

 

2016

 

2015

 

Six-month periods ended June 30 (millions)

 

Loans and
receivables
 1

 

Equity 2

 

Total

 

Loans and
receivables
 1

 

Equity 2

 

Total

 

Related to real estate joint ventures’ statements of income and other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss) attributable to us 3

 

$

 

$

14

 

$

14

 

$

 

$

(1

)

$

(1

)

Related to real estate joint ventures’ statements of financial position

 

 

 

 

 

 

 

 

 

 

 

 

 

Items not affecting currently reported cash flows

 

 

 

 

 

 

 

 

 

 

 

 

 

Recognition of gain initially deferred on our real estate initially contributed

 

 

4

 

4

 

 

 

 

Construction credit facilities financing costs charged by us and other (Note 6)

 

1

 

 

1

 

2

 

 

2

 

Cash flows in the current reporting period

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction credit facilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts advanced

 

23

 

 

23

 

20

 

 

20

 

Amounts repaid

 

(40

)

 

(40

)

 

 

 

Financing costs paid to us

 

(1

)

 

(1

)

(2

)

 

(2

)

Funds we contributed

 

 

 

 

 

4

 

4

 

Net increase (decrease)

 

(17

)

18

 

1

 

20

 

3

 

23

 

Real estate joint ventures carrying amounts

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

69

 

25

 

94

 

120

 

21

 

141

 

Valuation provision

 

 

(9

)

(9

)

 

 

 

Balance, end of period

 

$

52

 

$

34

 

$

86

 

$

140

 

$

24

 

$

164

 

 


(1)         Loans and receivables are included in our Condensed interim consolidated statements of financial position as Real estate joint venture advances and are comprised of advances under construction credit facilities (see (d)) and an $18 mortgage on the TELUS Garden residential condominium tower.

(2)         We account for our interests in the real estate joint ventures using the equity method of accounting.

(3)         As the real estate joint ventures are partnerships, no provision for income taxes of the partners is made in determining the real estate joint ventures’ net income (loss) and comprehensive income (loss); provision for income taxes is made in determining the comprehensive income (loss) attributable to us.

 

During the three-month and six-month periods ended June 30, 2016, the TELUS Garden real estate joint venture recognized $2 million (2015 — $1 million) and $5 million (2015 — $1 million), respectively, of revenue from our TELUS Garden office tenancy; of this amount, one-half is due to our economic interest in the real estate joint venture and one-half is due to our partner’s economic interest in the real estate joint venture.

 

 

28



 

notes to condensed interim consolidated financial statements

(unaudited)

 

(d)         Commitments and contingent liabilities

 

Construction commitments

 

The TELUS Garden real estate joint venture is expected to spend a total of approximately $470 million on the construction of an office tower and a residential condominium tower. As at June 30, 2016, the real estate joint venture’s construction-related contractual commitments were approximately $9 million through 2016 (December 31, 2015 — $38 million through to 2016).

 

The TELUS Sky real estate joint venture is expected to spend a total of approximately $400 million on the construction of a mixed-use tower. As at June 30, 2016, the real estate joint venture’s construction-related contractual commitments were approximately $128 million through to 2018 (December 31, 2015 — $124 million through to 2018).

 

Construction credit facilities

 

The TELUS Garden real estate joint venture has a credit agreement with two Canadian financial institutions (as 50% lender) and TELUS Corporation (as 50% lender) to provide $56 million (December 31, 2015 — $136 million) of construction financing for the residential project. The TELUS Sky real estate joint venture has a credit agreement with three Canadian financial institutions (as 66-2/3% lender) and TELUS Corporation (as 33-1/3% lender) to provide $342 million of construction financing for the project.

 

The construction credit facilities contain customary real estate construction financing representations, warranties and covenants and are secured by demand debentures constituting first fixed and floating charge mortgages over the underlying real estate assets. The construction credit facilities are available by way of bankers’ acceptance or prime loan and bear interest at rates in line with similar construction financing facilities.

 

As at (millions)

 

Note

 

June 30,
2016

 

December 31,
2015

 

Construction credit facilities commitment — TELUS Corporation

 

 

 

 

 

 

 

Undrawn

 

4(b)

 

$

108

 

$

131

 

Advances

 

 

 

34

 

51

 

 

 

 

 

142

 

182

 

Construction credit facilities commitment — other

 

 

 

256

 

296

 

 

 

 

 

$

398

 

$

478

 

 

19           short-term borrowings

 

On July 26, 2002, one of our subsidiaries, TELUS Communications Inc., entered into an agreement with an arm’s-length securitization trust associated with a major Schedule I bank under which it is able to sell an interest in certain trade receivables up to a maximum of $500 million (December 31, 2015 — $500 million). This revolving-period securitization agreement term ends December 31, 2018, and it requires minimum cash proceeds of $100 million from monthly sales of interests in certain trade receivables. TELUS Communications Inc. is required to maintain at least a BB (December 31, 2015 — BB) 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 term.

 

When we sell our trade receivables, we retain reserve accounts, which are retained interests in the securitized trade receivables, and servicing rights. As at June 30, 2016, we had sold to the trust (but continued to recognize) trade receivables of $116 million (December 31, 2015 — $124 million). Short-term borrowings of $100 million (December 31, 2015 — $100 million) are comprised of amounts advanced to us by the arm’s-length securitization trust pursuant to the sale of trade receivables.

 

The balance of short-term borrowings (if any) comprised amounts drawn on our bilateral bank facilities.

 

20           provisions

 

(millions)

 

Asset
retirement
obligation

 

Employee
related

 

Other

 

Total

 

As at April 1, 2016

 

$

380

 

$

82

 

$

132

 

$

594

 

Additions 1

 

 

11

 

14

 

25

 

Use

 

(1

)

(21

)

(12

)

(34

)

Reversal

 

 

 

 

 

Interest effect 

 

2

 

 

1

 

3

 

As at June 30, 2016

 

$

381

 

$

72

 

$

135

 

$

588

 

 

 

29



 

notes to condensed interim consolidated financial statements

(unaudited)

 

(millions)

 

Asset
retirement
obligation

 

Employee
related

 

Other

 

Total

 

As at January 1, 2016

 

$

377

 

$

109

 

$

144

 

$

630

 

Additions 1

 

 

53

 

24

 

77

 

Use

 

(1

)

(90

)

(30

)

(121

)

Reversal

 

 

 

(4

)

(4

)

Interest effect 

 

5

 

 

1

 

6

 

As at June 30, 2016

 

$

381

 

$

72

 

$

135

 

$

588

 

Current

 

$

18

 

$

71

 

$

81

 

$

170

 

Non-current

 

363

 

1

 

54

 

418

 

As at June 30, 2016

 

$

381

 

$

72

 

$

135

 

$

588

 

 


(1)         For the three-month and six-month periods ended June 30, 2016, employee related additions are net of share-based compensation of $NIL and $2, respectively.

 

Asset retirement obligation

 

We establish provisions for liabilities associated with the retirement of property, plant and equipment when those obligations result from the acquisition, construction, development and/or normal operation of the assets. We expect that the cash outflows in respect of the balance accrued as at the financial statement date will occur proximate to the dates these assets are retired.

 

Employee related

 

The employee related provisions are largely in respect of restructuring activities (as discussed further in Note 15). The timing of the cash outflows in respect of the balance accrued as at the financial statement date is substantially short-term in nature.

 

Other

 

The provision for other includes: legal claims; non-employee related restructuring activities (as discussed further in Note 15); and written put options, contract termination costs and onerous contracts related to business acquisitions. Other than as set out following, we expect that the cash outflows in respect of the balance accrued as at the financial statement date will occur over an indeterminate multi-year period.

 

As discussed further in Note 23, we are involved in a number of legal claims and we are aware of certain other possible legal claims. In respect of legal claims, we establish provisions, when warranted, after taking into account legal assessments, information presently available, and the expected availability of recourse. The timing of cash outflows associated with legal claims cannot be reasonably determined.

 

In connection with business acquisitions, we have established provisions for contingent consideration, written put options in respect of non-controlling interests, contract termination costs and onerous contracts acquired. No cash outflows for the written put options occurred prior to their initial exercisability in December 2015. In respect of contract termination costs and onerous contracts acquired, cash outflows are expected to occur through mid-2018.

 

21           long-term debt

 

(a)         Details of long-term debt

 

As at (millions)

 

Note

 

June 30,
2016

 

December 31,
2015

 

TELUS Corporation notes 

 

(b)

 

$

10,569

 

$

11,164

 

TELUS Corporation commercial paper

 

(c)

 

975

 

256

 

TELUS Communications Inc. debentures 

 

 

 

619

 

618

 

TELUS International (Cda) Inc. credit facility

 

(e)

 

359

 

 

Long-term debt

 

 

 

$

12,522

 

$

12,038

 

Current

 

 

 

$

1,688

 

$

856

 

Non-current

 

 

 

10,834

 

11,182

 

Long-term debt

 

 

 

$

12,522

 

$

12,038

 

 

(b)         TELUS Corporation notes

 

The notes are our senior, unsecured and unsubordinated obligations and rank equally in right of payment with all of our existing and future unsecured, unsubordinated obligations, are senior in right of payment to all of our existing and future subordinated indebtedness, and are effectively subordinated to all existing and future obligations of, or guaranteed by, our subsidiaries. The indentures governing the notes contain certain covenants which, among other things, place

 

 

30



 

notes to condensed interim consolidated financial statements

(unaudited)

 

limitations on our ability and the ability of certain of our subsidiaries to: grant security in respect of indebtedness; enter into sale-leaseback transactions; and incur new indebtedness.

 

 

 

 

 

 

 

 

 

Principal face amount

 

Redemption present
value spread

 

Series 1 

 

Issued

 

Maturity

 

Issue
price

 

Originally
issued

 

Outstanding at
financial
statement date

 

Basis
points

 

Cessation
date

 

4.95% Notes, Series CD

 

March 2007

 

March 2017

 

$

999.53

 

$700 million

 

$700 million

 

24 2

 

N/A

 

5.05% Notes, Series CG 3

 

December 2009

 

December 2019

 

$

994.19

 

$1.0 billion

 

$1.0 billion

 

45.5 2

 

N/A

 

5.05% Notes, Series CH 3

 

July 2010

 

July 2020

 

$

997.44

 

$1.0 billion

 

$1.0 billion

 

47 2

 

N/A

 

3.65% Notes, Series CI 3

 

May 2011

 

May 2016

 

$

996.29

 

$600 million

 

$NIL

 

29.5 2

 

N/A

 

3.35% Notes, Series CJ 3

 

December 2012

 

March 2023

 

$

998.83

 

$500 million

 

$500 million

 

40 4

 

Dec. 15, 2022

 

3.35% Notes, Series CK 3

 

April 2013

 

April 2024

 

$

994.35

 

$1.1 billion

 

$1.1 billion

 

36 4

 

Jan. 2, 2024

 

4.40% Notes, Series CL 3

 

April 2013

 

April 2043

 

$

997.68

 

$600 million

 

$600 million

 

47 4

 

Oct. 1, 2042

 

3.60% Notes, Series CM 3

 

November 2013

 

January 2021

 

$

997.15

 

$400 million

 

$400 million

 

35 2

 

N/A

 

5.15% Notes, Series CN 3

 

November 2013

 

November 2043

 

$

995.00

 

$400 million

 

$400 million

 

50 4

 

May 26, 2043

 

3.20% Notes, Series CO 3

 

April 2014

 

April 2021

 

$

997.39

 

$500 million

 

$500 million

 

30 4

 

Mar. 5, 2021

 

4.85% Notes, Series CP 3

 

Multiple 5

 

April 2044

 

$

987.91 5

 

$500 million 5

 

$900 million 5

 

46 4

 

Oct. 5, 2043

 

3.75% Notes, Series CQ 3

 

September 2014

 

January 2025

 

$

997.75

 

$800 million

 

$800 million

 

38.5 4

 

Oct. 17, 2024

 

4.75% Notes, Series CR 3

 

September 2014

 

January 2045

 

$

992.91

 

$400 million

 

$400 million

 

51.5 4

 

July 17, 2044

 

1.50% Notes, Series CS 3

 

March 2015

 

March 2018

 

$

999.62

 

$250 million

 

$250 million

 

N/A 6

 

N/A

 

2.35% Notes, Series CT 3

 

March 2015

 

March 2022

 

$

997.31

 

$1.0 billion

 

$1.0 billion

 

35.5 4

 

Feb. 28, 2022

 

4.40% Notes, Series CU 3

 

March 2015

 

January 2046

 

$

999.72

 

$500 million

 

$500 million

 

60.5 4

 

July 29, 2045

 

3.75% Notes, Series CV 3

 

December 2015

 

March 2026

 

$

992.14

 

$600 million

 

$600 million

 

53.5 4

 

Dec. 10, 2025

 

 


(1)          Interest is payable semi-annually.

(2)          The notes are redeemable at our option, in whole at any time, or in part from time to time, on not fewer than 30 and not more than 60 days’ prior notice. The redemption price is equal to the greater of (i) the present value of the notes discounted at the Government of Canada yield plus the redemption present value spread, or (ii) 100% of the principal amount thereof. In addition, accrued and unpaid interest, if any, will be paid to the date fixed for redemption.

(3)          This series of notes requires us to make an offer to repurchase the notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to the date of repurchase upon the occurrence of a change in control triggering event, as defined in the supplemental trust indenture.

(4)          At any time prior to the respective maturity dates set out in the table, the notes are redeemable at our option, in whole at any time, or in part from time to time, on not fewer than 30 and not more than 60 days’ prior notice. The redemption price is equal to the greater of (i) the present value of the notes discounted at the Government of Canada yield plus the redemption present value spread calculated over the period to maturity, other than in the case of the Series CT and Series CU notes where it is calculated over the period to the redemption present value spread cessation date, or (ii) 100% of the principal amount thereof. In addition, accrued and unpaid interest, if any, will be paid to the date fixed for redemption. On or after the respective redemption present value spread cessation dates set out in the table, the notes are redeemable at our option, in whole but not in part, on not fewer than 30 and not more than 60 days’ prior notice, at redemption prices equal to 100% of the principal amount thereof.

(5)          $500 million of 4.85% Notes, Series CP were issued in April 2014 at an issue price of $998.74. This series of notes was reopened in December 2015 and a further $400 million of notes were issued at an issue price of $974.38.

(6)          The notes are not redeemable at our option, other than in the event of certain changes in tax laws.

 

(c)          TELUS Corporation commercial paper

 

TELUS Corporation has an unsecured commercial paper program, which is backstopped by our $2.25 billion syndicated credit facility (see (d)) and is to be used for general corporate purposes, including capital expenditures and investments. This program enables us to issue commercial paper, subject to conditions related to debt ratings, up to a maximum aggregate amount at any one time of $1.4 billion (December 31, 2015 — $1.4 billion). Foreign currency forward contracts are used to manage currency risk arising from issuing commercial paper denominated in U.S. dollars. Commercial paper debt is due within one year and is classified as a current portion of long-term debt as the amounts are fully supported, and we expect that they will continue to be supported, by the revolving credit facility, which has no repayment requirements within the next year. As at June 30, 2016, we had $975 million of commercial paper outstanding, all of which was denominated in U.S. dollars (U.S.$755 million), with an effective weighted average interest rate of 0.98%, maturing through September 2016.

 

(d)         TELUS Corporation credit facility

 

As at June 30, 2016, TELUS Corporation had an unsecured, revolving $2.25 billion bank credit facility, expiring on May 31, 2021, with a syndicate of financial institutions, which is to be used for general corporate purposes, including the backstopping of commercial paper.

 

TELUS Corporation’s credit facility bears interest at prime rate, U.S. Dollar Base Rate, a bankers’ acceptance rate or London interbank offered rate (LIBOR) (all such terms as used or defined in the credit facility), plus applicable margins. The credit facility contains customary representations, warranties and covenants, including two financial quarter-end financial ratio tests. These tests are that our net debt to operating cash flow ratio must not exceed 4.00:1.00 and our operating cash flow to interest expense ratio must not be less than 2.00:1.00, each as defined under the credit facility.

 

GRAPHIC

 

31



 

notes to condensed interim consolidated financial statements

(unaudited)

 

Continued access to TELUS Corporation’s credit facility is not contingent on TELUS Corporation maintaining a specific credit rating.

 

As at (millions)

 

June 30,
2016

 

December 31,
2015

 

Net available

 

$

1,275

 

$

1,994

 

Backstop of commercial paper

 

975

 

256

 

Gross available

 

$

2,250

 

$

2,250

 

 

We had $219 million of letters of credit outstanding as at June 30, 2016 (December 31, 2015 — $202 million), issued under various uncommitted facilities; such letter of credit facilities are in addition to the ability to provide letters of credit pursuant to our committed bank credit facility.

 

(e)          TELUS International (Cda) Inc. credit facility

 

As at June 30, 2016, TELUS International (Cda) Inc. had a U.S.$330 million bank credit facility, secured by its assets, expiring on May 31, 2021, with a syndicate of financial institutions. The credit facility is comprised of a revolving U.S.$115 million component and a U.S.$215 million term loan component. The credit facility is non-recourse to TELUS Corporation. As at June 30, 2016, $368 million ($359 million net of unamortized issue costs) was outstanding, all of which was denominated in U.S. dollars (U.S.$285 million), with a weighted average interest rate of 2.68%.

 

TELUS International (Cda) Inc.’s credit facility bears interest at prime rate, U.S. Dollar Base Rate, a bankers’ acceptance rate or London interbank offered rate (LIBOR) (all such terms as used or defined in the credit facility), plus applicable margins. The credit facility contains customary representations, warranties and covenants, including two financial quarter-end financial ratio tests. These tests, which must first be performed as at December 31, 2016, are that TELUS International (Cda) Inc.’s net debt to operating cash flow ratio must not exceed 3.75:1.00 through June 30, 2017, and 3.25:1.00 subsequently, and its operating cash flow to debt service (interest and scheduled principal repayment) ratio must not be less than 1.50:1.00, all as defined under the credit facility.

 

The term loan is subject to an amortization schedule that requires that 5% of the principal advanced be repaid each year of the term of the agreement, with the balance due at maturity.

 

(f)           Long-term debt maturities

 

Anticipated requirements to meet long-term debt repayments, calculated upon such long-term debts owing as at June 30, 2016, for each of the next five fiscal years are as follows:

 

 

 

Cdn. dollars

 

U.S. dollars

 

 

 

Long-term debt denominated in

 

 

 

 

 

Derivative liability

 

 

 

 

 

Years ending December 31 (millions)

 

Debt

 

Debt

 

(Receive) 1

 

Pay

 

Total

 

Total

 

2016

 

$

 

$

984

 

$

(976

)

$

977

 

$

985

 

$

985

 

2017

 

700

 

14

 

 

 

14

 

714

 

2018

 

250

 

14

 

 

 

14

 

264

 

2019

 

1,000

 

14

 

 

 

14

 

1,014

 

2020

 

1,000

 

14

 

 

 

14

 

1,014

 

Thereafter

 

8,324

 

305

 

 

 

305

 

8,629

 

Future cash outflows in respect of long-term debt principal repayments

 

11,274

 

1,345

 

(976

)

977

 

1,346

 

12,620

 

Future cash outflows in respect of associated interest and like carrying costs 2

 

5,762

 

45

 

 

 

45

 

5,807

 

Undiscounted contractual maturities (Note 4(b))

 

$

17,036

 

$

1,390

 

$

(976

)

$

977

 

$

1,391

 

$

18,427

 

 


(1)         Where applicable, principal-related cash flows reflect foreign exchange rates at June 30, 2016.

(2)         Future cash outflows in respect of associated interest and like carrying costs for commercial paper and amounts drawn under our credit facilities (if any) have been calculated based upon the rates in effect at June 30, 2016.

 

22          Common Share capital

 

(a)         General

 

Our authorized share capital is as follows:

 

As at

 

June 30,
2016

 

December
31, 2015

 

First Preferred Shares

 

1 billion

 

1 billion

 

Second Preferred Shares

 

1 billion

 

1 billion

 

Common Shares

 

2 billion

 

2 billion

 

 

GRAPHIC

 

32



 

notes to condensed interim consolidated financial statements

(unaudited)

 

Only holders of Common Shares may vote at our general meetings, with each holder of Common Shares entitled to one vote per Common Share held at all such meetings so long as not less than 66-2/3% of the issued and outstanding Common Shares are owned by Canadians. With respect to priority in payment of dividends and in the distribution of assets in the event of our liquidation, dissolution or winding-up, whether voluntary or involuntary, or any other distribution of our assets among our shareholders for the purpose of winding up our affairs, preferences are as follows: First Preferred Shares; Second Preferred Shares; and finally Common Shares.

 

As at June 30, 2016, approximately 47 million Common Shares were reserved for issuance, from Treasury, under a share option plan (see Note 13(d)).

 

(b)         Purchase of Common Shares for cancellation pursuant to normal course issuer bid

 

As referred to in Note 3, we may purchase a portion of our Common Shares for cancellation pursuant to normal course issuer bids in order to maintain or adjust our capital structure. During the six-month period ended June 30, 2016, we purchased for cancellation, through the facilities of the Toronto Stock Exchange, the New York Stock Exchange and/or alternative trading platforms or otherwise as may be permitted by applicable securities laws and regulations, including privately negotiated block purchases, approximately 2 million of our Common Shares, pursuant to a normal course issuer bid which is to run until September 14, 2016. The excess of the purchase price over the average stated value of Common Shares purchased for cancellation is charged to retained earnings. We cease to consider Common Shares outstanding on the date of our purchase of the Common Shares, although the actual cancellation of the Common Shares by the transfer agent and registrar occurs on a timely basis on a date shortly thereafter.

 

Additionally, we have entered into an automatic share purchase plan with a broker for the purpose of permitting us to purchase our Common Shares under the normal course issuer bid at such times when we would not be permitted to trade in our own shares during internal blackout periods, including during regularly scheduled quarterly blackout periods. Such purchases will be determined by the broker in its sole discretion based on parameters we have established. We record a liability and charge share capital and retained earnings for purchases that may occur during such blackout periods based upon the parameters of the normal course issuer bid as at the statement of financial position date.

 

23          commitments and contingent liabilities

 

(a)         Claims and lawsuits

 

General

 

A number of claims and lawsuits (including class actions and intellectual property infringement claims) seeking damages and other relief are pending against us and, in some cases, numerous other wireless carriers and telecommunications service providers. As well, we have received notice of, or are aware of, certain possible claims (including intellectual property infringement claims) against us.

 

It is not currently possible for us to predict the outcome of such claims, possible claims and lawsuits due to various factors, including: the preliminary nature of some claims; uncertain damage theories and demands; an incomplete factual record; uncertainty concerning legal theories, procedures and their resolution by the courts, at both the trial and the appeal levels; and the unpredictable nature of opposing parties and their demands.

 

However, subject to the foregoing limitations, management is of the opinion, based upon legal assessments and information presently available, that it is unlikely that any liability, to the extent not provided for through insurance or otherwise, would have a material effect on our financial position and the results of our operations, including cash flows, with the exception of the following items.

 

Certified class actions

 

Certified class actions against us include:

 

·                  A 2004 class action brought in Saskatchewan against a number of past and present wireless service providers, including us, which alleged breach of contract, misrepresentation, unjust enrichment and violation of competition, trade practices and consumer protection legislation across Canada in connection with the collection of system access fees. In September 2007, a national class was certified by the Saskatchewan Court of Queen’s Bench in relation to the unjust enrichment claim only; all appeals of this certification decision have now been exhausted.

·                  A 2008 class action brought in Ontario which alleged breach of contract, breach of the Ontario Consumer Protection Act, breach of the Competition Act and unjust enrichment, in connection with our practice of “rounding up” wireless airtime to the nearest minute and charging for the full minute. In November 2014, an Ontario class was certified by

 

GRAPHIC

 

33



 

notes to condensed interim consolidated financial statements

(unaudited)

 

the Ontario Superior Court of Justice in relation to the breach of contract, breach of Consumer Protection Act, and unjust enrichment claims; all appeals of this decision have now been exhausted.

·                  A 2012 class action brought in Quebec alleging that we improperly unilaterally amended customer contracts to increase various wireless rates for optional services, contrary to the Quebec Consumer Protection Act and the Civil Code of Quebec. On June 13, 2013, the Superior Court of Quebec authorized this matter as a class action. This class action follows on a non-material 2008 class action brought in Quebec alleging that we improperly unilaterally amended customer contracts to charge for incoming SMS messages. On April 8, 2014, judgment was granted in part against TELUS in the 2008 class action. We had appealed that judgment, but have now settled both the 2008 and 2012 class actions. This settlement has received court approval and is being implemented.

·                  A 2005 class action brought against us in British Columbia alleging that we have engaged in deceptive trade practices in charging for incoming calls from the moment the caller connects to the network, and not from the moment the incoming call is connected to the recipient. We have appealed the certification decision.

 

We believe that we have good defences to the unsettled actions. Should the ultimate resolution of these unsettled actions differ from management’s assessments and assumptions, a material adjustment to our financial position and the results of our operations, including cash flows, could result. Management’s assessments and assumptions include that a reliable estimate of any such exposure cannot be made considering the continued uncertainty about the causes of action and the nature of the damages that may be sought by the plaintiffs.

 

Uncertified class actions

 

Uncertified class actions against us include:

 

·                  A 2005 class action brought against us in Alberta alleging that we have engaged in deceptive trade practices in charging for incoming calls from the moment the caller connects to the network, and not from the moment the incoming call is connected to the recipient. This is a companion class action to the certified 2005 British Columbia claim referenced above;

·                  A 2008 class action brought in Saskatchewan against us and other Canadian telecommunications carriers alleging that, among other matters, we failed to provide proper notice of 9-1-1 charges to the public and have been deceitfully passing them off as government charges. A virtually identical class action was filed in Alberta at the same time, but the Alberta Court of Queen’s Bench declared that class action expired as of 2009;

·                  A 2013 class action brought in British Columbia against us, other telecommunications carriers, and cellular telephone manufacturers alleging that prolonged usage of cellular telephones causes adverse health effects;

·                  A 2015 class action brought in Quebec against us, other telecommunications carriers, and various other defendants alleging that electromagnetic field radiation causes adverse health effects, creates a nuisance, and constitutes an abuse of right pursuant to Quebec laws;

·                  Class actions brought in 2014 against us in Quebec and Ontario on behalf of Public Mobile’s customers, alleging that changes to the technology, services and rate plans made by us contravene our statutory and common law obligations;

·                  A number of class actions against Canadian telecommunications carriers alleging various causes of action in connection with the collection of system access fees, including:

·                  Companion class actions to the certified 2004 Saskatchewan class action, filed in eight of the nine other Canadian provinces, the status of which is as follows:

·                  British Columbia — dismissed;

·                  Alberta — an application for an order that this claim has expired was dismissed in July 2015 but that decision is under appeal;

·                  Manitoba — stayed by the Court of Queen’s Bench, with the Court of Appeal upholding the stay on March 14, 2016; plaintiff’s counsel has sought leave to appeal this decision to the Supreme Court of Canada;

·                  Ontario, Quebec, New Brunswick and Newfoundland and Labrador — pursuant to terms of settlement the Plaintiffs have agreed to discontinue these proceedings. A discontinuance has been filed in the Newfoundland and Labrador proceeding; and

·                  Nova Scotia — an application by other defendants to stay the class action was initially unsuccessful, but on April 9, 2015, the Nova Scotia Court of Appeal ordered that the claim be permanently and unconditionally stayed against those defendants. The plaintiff has sought leave to appeal this decision to the Supreme Court of Canada;

·                  A second class action filed in 2009 in Saskatchewan by plaintiff’s counsel acting in the certified 2004 Saskatchewan class action, following the enactment of opt-out class action legislation in that province. This

 

GRAPHIC

 

34



 

notes to condensed interim consolidated financial statements

(unaudited)

 

claim makes substantially the same allegations as the certified 2004 Saskatchewan class action, and was stayed by the court in December 2009 upon an application by the defendants to dismiss it for abuse of process, conditional on possible future changes in circumstance. The plaintiff’s separate applications to appeal and lift the stay were denied in 2013. The Plaintiff has now discontinued this class action pursuant to terms of settlement;

·                  A class action filed in 2011 in British Columbia alleging misrepresentation and unjust enrichment. On June 5, 2014, the B.C. Supreme Court dismissed the plaintiff’s application for certification of this class action. The plaintiff’s appeal of that decision was dismissed by the B.C. Court of Appeal on June 9, 2015. On February 11, 2016, the Supreme Court of Canada dismissed the plaintiff’s application for leave to appeal, bringing this matter to an end; and

·                  A class action filed in 2013 in Alberta by plaintiff’s counsel acting in the certified 2004 Saskatchewan class action. This class action appears to be a nullity, and plaintiff’s counsel filed a replacement class action in 2014. On March 10, 2015, the Alberta Court of Queen’s Bench stayed the 2014 class action on an interim basis. On October 7, 2015, the Alberta Court of Appeal allowed an appeal of this decision and stayed the 2014 class action on a permanent basis. The plaintiff has sought leave to appeal this decision to the Supreme Court of Canada; and

·                  A 2016 class action brought in Quebec against us, other telecommunications carriers, and various other defendants alleging that we violated the Quebec Consumer Protection Act by enticing Quebec consumer customers to contract with us by providing them goods or services at a reduced price, or free as a trial, for a fixed period, and, at the end of the fixed period, charging them the regular price if they did not take steps to either renegotiate or cancel their contract with us.

 

We believe that we have good defences to these actions. Should the ultimate resolution of these actions differ from management’s assessments and assumptions, a material adjustment to our financial position and the results of our operations could result. Management’s assessments and assumptions include that reliable estimates of any such exposure cannot be made for the majority of these class actions considering continued uncertainty relating to the causes of action that may ultimately be pursued by the plaintiffs and certified by the courts and the nature of the damages that will be sought by the plaintiffs.

 

Intellectual property infringement claims

 

Claims and possible claims received by us include:

 

·                  Notice of one potential claim received in 2007 and 2011 alleging that certain wireless products used on our network infringe two third-party patents.

·                  A patent infringement claim filed in Ontario in 2014 alleging that TELUS’ IPTV products infringe two third-party patents; and

·                  A patent infringement claim filed in Ontario in 2016 alleging that communications between devices, including cellular telephones, and base stations on TELUS’ 4G LTE network infringe three third-party patents.

 

We believe that we have good defences to these actions and possible claims. Should the ultimate resolution of these actions and possible claim differ from management’s assessments and assumptions, a material adjustment to our financial position and the results of our operations, including cash flows, could result. Management’s assessments and assumptions include that a reliable estimate of any such exposure cannot be made considering the continued uncertainty about the causes of action and the nature of the damages that will be sought by the plaintiffs.

 

(b)         Concentration of labour

 

In 2015, we commenced collective bargaining with the Telecommunications Workers Union, United Steel Workers Local Union 1944, to renew a collective agreement that expired on December 31, 2015; the expired contract covered approximately 40% of our Canadian workforce as at June 30, 2016.

 

24          related party transactions

 

(a)         Transactions with key management personnel

 

Our key management personnel have authority and responsibility for overseeing, planning, directing and controlling our activities and consist of our Board of Directors and our Executive Leadership Team.

 

GRAPHIC

 

35



 

notes to condensed interim consolidated financial statements

(unaudited)

 

Total compensation expense for key management personnel, and the composition thereof, is as follows:

 

 

 

Three months

 

Six months

 

Periods ended June 30 (millions)

 

2016

 

2015

 

2016

 

2015

 

Short-term benefits

 

$

3

 

$

3

 

$

6

 

$

6

 

Post-employment pension 1 and other benefits

 

1

 

1

 

2

 

3

 

Share-based compensation 2

 

5

 

9

 

17

 

15

 

 

 

$

9

 

$

13

 

$

25

 

$

24

 

 


(1)         Our Executive Leadership Team members are either: members of our Pension Plan for Management and Professional Employees of TELUS Corporation and non-registered, non-contributory supplementary defined benefit pension plans; or members of one of our defined contribution pension plans.

(2)         For the three-month and six-month periods ended June 30, 2016, share-based compensation is net of $NIL (2015 — $1) and $1 (2015 — $3), respectively, of the effects of derivatives used to manage share-based compensation costs (Note 13(b)). For the three-month and six-month periods ended June 30, 2016, $(1) (2015 — $NIL) and $4 (2015 — $(1)), respectively, is included in share-based compensation representing restricted stock unit and deferred share unit expense arising from changes in the fair market value of the corresponding Common Shares, which is not affected by derivatives used to manage share-based compensation costs. For the three-month and six-month periods ended June 30, 2016, share-based compensation of $NIL (2015 — $NIL) and $2 (2015 — $NIL), respectively, was included in restructuring costs (Note 15).

 

As disclosed in Note 13, we made awards of share-based compensation in 2016 and 2015, including, as set out in the table following, to our key management personnel. As most of these awards are cliff-vesting or graded-vesting and have multi-year requisite service periods, the expense will be recognized ratably over a period of years and thus only a portion of the 2016 and 2015 awards are included in the amounts in the table above.

 

 

 

2016

 

2015

 

Six-month periods ended June 30
($ in millions)

 

Number of
restricted
stock units

 

Notional
value 
1

 

Grant-date
fair value 
1

 

Number of
restricted
stock units

 

Notional
value 
1

 

Grant-date
fair value 
1

 

Quarter 1

 

575,871

 

$

23

 

$

15

 

529,563

 

$

23

 

$

27

 

Quarter 2

 

9,888

 

 

 

 

 

 

Awarded in period

 

585,759

 

$

23

 

$

15

 

529,563

 

$

23

 

$

27

 

 


(1)         Notional value is determined by multiplying the Common Share price at the time of award by the number of units awarded. The grant-date fair value differs from the notional value due to the effect of some awards having fair values determined using a Monte Carlo simulation.

 

During the three-month period ended June 30, 2016, key management personnel (including retirees) exercised 4,119 share options (2015 — 15,502 share options) that had an intrinsic value of less than $1 million (2015 — less than $1 million) at the time of exercise, reflecting a weighted average price at the date of exercise of $41.50 (2015 — $42.54). During the six-month period ended June 30, 2016, key management personnel (including retirees) exercised 26,610 share options (2015 — 15,502 share options) that had an intrinsic value of $1 million (2015 — less than $1 million) at the time of exercise, reflecting a weighted average price at the date of exercise of $39.63 (2015 — $42.54).

 

The liability amounts accrued for share-based compensation awards to key management personnel are as follows:

 

As at (millions)

 

June 30,
2016

 

December 31,
2015

 

Restricted stock units

 

$

33

 

$

21

 

Deferred share units 1

 

30

 

29

 

 

 

$

63

 

$

50

 

 


(1)         Our Directors’ Deferred Share Unit Plan provides that, in addition to his or her annual equity grant of deferred share units, a director may elect to receive his or her annual retainer and meeting fees in deferred share units, Common Shares or cash. Deferred share units entitle directors to a specified number of, or a cash payment based on the value of, our Common Shares. Deferred share units are paid out when a director ceases to be a director, for any reason, at a time elected by the director in accordance with the Directors’ Deferred Share Unit Plan; during the three-month and six-month periods ended June 30, 2016, $1 (2015 — $NIL) and $4 (2015 — $NIL), respectively, was paid out.

 

Employment agreements with members of the Executive Leadership Team typically provide for severance payments if an executive’s employment is terminated without cause: generally 18—24 months of base salary, benefits and accrual of pension service in lieu of notice and 50% of base salary in lieu of an annual cash bonus. In the event of a change in control, the Executive Leadership Team members are not entitled to treatment any different than that given to our other employees with respect to non-vested share-based compensation.

 

(b)         Transactions with defined benefit pension plans

 

During the three-month and six-month periods ended June 30, 2016, we provided management and administrative services to our defined benefit pension plans; the charges for these services were on a cost recovery basis and amounted to $1 million (2015 — $2 million) and $3 million (2015 — $4 million), respectively.

 

GRAPHIC

 

36



 

notes to condensed interim consolidated financial statements

(unaudited)

 

(c)          Transactions with real estate joint ventures

 

During the three-month and six-month periods ended June 30, 2016 and 2015, we had transactions with the real estate joint ventures, which are related parties, as set out in Note 18.

 

25          additional financial information

 

(a)         Statements of financial position

 

As at (millions)

 

Note

 

June 30,
2016

 

December 31,
2015

 

Accounts receivable

 

 

 

 

 

 

 

Customer accounts receivable

 

4(a)

 

$

1,081

 

$

1,199

 

Accrued receivables — customer

 

 

 

159

 

128

 

Allowance for doubtful accounts

 

4(a)

 

(52

)

(52

)

 

 

 

 

1,188

 

1,275

 

Accrued receivables — other

 

 

 

129

 

153

 

 

 

 

 

$

1,317

 

$

1,428

 

Inventories 1

 

 

 

 

 

 

 

Wireless handsets, parts and accessories

 

 

 

$

304

 

$

319

 

Other

 

 

 

47

 

41

 

 

 

 

 

$

351

 

$

360

 

Other long-term assets

 

 

 

 

 

 

 

Pension assets

 

 

 

$

376

 

$

356

 

Investments

 

 

 

65

 

69

 

Real estate joint ventures

 

18(c)

 

34

 

25

 

Real estate joint venture advances

 

18(c)

 

11

 

3

 

Other

 

 

 

144

 

140

 

 

 

 

 

$

630

 

$

593

 

Accounts payable and accrued liabilities

 

 

 

 

 

 

 

Accrued liabilities

 

 

 

$

882

 

$

843

 

Payroll and other employee related liabilities

 

 

 

335

 

410

 

Restricted stock units liability

 

 

 

76

 

58

 

 

 

 

 

1,293

 

1,311

 

Trade accounts payable

 

 

 

488

 

476

 

Interest payable

 

 

 

137

 

134

 

Other

 

 

 

65

 

69

 

 

 

 

 

$

1,983

 

$

1,990

 

Advance billings and customer deposits

 

 

 

 

 

 

 

Advance billings

 

 

 

$

696

 

$

706

 

Regulatory deferral accounts

 

 

 

12

 

16

 

Deferred customer activation and connection fees

 

 

 

18

 

19

 

Customer deposits

 

 

 

23

 

19

 

 

 

 

 

$

749

 

$

760

 

Other long-term liabilities

 

 

 

 

 

 

 

Pension and other post-retirement liabilities

 

 

 

$

454

 

$

451

 

Other

 

 

 

146

 

150

 

Restricted stock units and deferred share units liabilities

 

 

 

83

 

57

 

 

 

 

 

683

 

658

 

Deferred customer activation and connection fees

 

 

 

26

 

30

 

 

 

 

 

$

709

 

$

688

 

 


(1)         Costs of goods sold for the three-month and six-month periods ended June 30, 2016, were $403 (2015 — $421) and $806 (2015 — $809), respectively.

 

GRAPHIC

 

37



 

notes to condensed interim consolidated financial statements

(unaudited)

 

(b)         Statements of cash flows — operating activities and investing activities

 

 

 

 

 

Three months

 

Six months

 

Periods ended June 30 (millions)

 

Note

 

2016

 

2015

 

2016

 

2015

 

Net change in non-cash operating working capital

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

 

$

44

 

$

51

 

$

111

 

$

147

 

Inventories

 

 

 

(10

)

(50

)

9

 

(45

)

Prepaid expenses

 

 

 

(34

)

(47

)

(146

)

(182

)

Accounts payable and accrued liabilities

 

 

 

(16

)

15

 

(161

)

(84

)

Income and other taxes receivable and payable, net

 

 

 

(39

)

(35

)

(145

)

68

 

Advance billings and customer deposits

 

 

 

(10

)

(4

)

(12

)

(16

)

Provisions

 

 

 

(3

)

41

 

(25

)

29

 

 

 

 

 

$

(68

)

$

(29

)

$

(369

)

$

(83

)

Cash payments for capital assets, excluding spectrum licences

 

 

 

 

 

 

 

 

 

 

 

Capital asset additions, excluding spectrum licences

 

 

 

 

 

 

 

 

 

 

 

Gross capital expenditures

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

16

 

$

(631

)

$

(538

)

$

(1,099

)

$

(1,048

)

Intangible assets

 

17

 

(146

)

(126

)

(300

)

(251

)

 

 

 

 

(777

)

(664

)

(1,399

)

(1,299

)

Additions arising from non-monetary transactions

 

 

 

8

 

 

12

 

 

Capital expenditures

 

 

 

(769

)

(664

)

(1,387

)

(1,299

)

Change in associated non-cash investing working capital

 

 

 

155

 

(10

)

127

 

12

 

 

 

 

 

$

(614

)

$

(674

)

$

(1,260

)

$

(1,287

)

 

GRAPHIC

 

38



 

notes to condensed interim consolidated financial statements

(unaudited)

 

(c)          Changes in liabilities arising from financing activities

 

 

 

 

 

Statement of cash flows

 

Non-cash changes

 

 

 

(millions)

 

Beginning
of period

 

Issued or
received

 

Redemptions,
repayments or
payments

 

Foreign
exchange
movement
(Note 4(e))

 

Other

 

End of
period

 

THREE-MONTH PERIOD ENDED JUNE 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends paid to holders of Common Shares

 

$

243

 

$

 

$

(243

)

$

 

$

253

 

$

253

 

Purchase of Common Shares for cancellation (excluding changes in liability for automatic share purchase plan)

 

$

3

 

$

 

$

(106

)

$

 

$

135

 

$

32

 

Short-term borrowings

 

$

100

 

$

400

 

$

 

$

 

$

 

$

500

 

Long-term debt

 

 

 

 

 

 

 

 

 

 

 

 

 

TELUS Corporation notes

 

$

10,177

 

$

 

$

 

$

 

$

3

 

$

10,180

 

TELUS Corporation commercial paper

 

519

 

47

 

(566

)

 

 

 

TELUS Corporation credit facility

 

 

400

 

 

 

 

400

 

 

 

$

10,696

 

$

447

 

$

(566

)

$

 

$

3

 

$

10,580

 

THREE-MONTH PERIOD ENDED JUNE 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends paid to holders of Common Shares

 

$

261

 

$

 

$

(261

)

$

 

$

274

 

$

274

 

Purchase of Common Shares for cancellation (excluding changes in liability for automatic share purchase plan)

 

$

 

$

 

$

(61

)

$

 

$

61

 

$

 

Short-term borrowings

 

$

100

 

$

3

 

$

 

$

 

$

 

$

103

 

Long-term debt

 

 

 

 

 

 

 

 

 

 

 

 

 

TELUS Corporation notes

 

$

11,166

 

$

 

$

(600

)

$

 

$

3

 

$

10,569

 

TELUS Corporation commercial paper

 

891

 

1,668

 

(1,573

)

(11

)

 

975

 

TELUS International (Cda) Inc. credit facility

 

 

373

 

 

(5

)

(9

)

359

 

Derivatives used to manage currency risks arising from U.S. dollar denominated commercial paper — liability (asset)

 

26

 

1,573

 

(1,612

)

11

 

3

 

1

 

 

 

12,083

 

3,614

 

(3,785

)

(5

)

(3

)

11,904

 

To eliminate effect of gross settlement of derivatives used to manage currency risks arising from U.S. dollar denominated commercial paper

 

 

(1,573

)

1,573

 

 

 

 

 

 

$

12,083

 

$

2,041

 

$

(2,212

)

$

(5

)

$

(3

)

$

11,904

 

Issue of shares by subsidiary to non-controlling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross proceeds on share issuance

 

$

 

$

299

 

$

 

$

 

$

(299

)

$

 

Transaction costs

 

 

 

(7

)

 

12

 

5

 

Income taxes charged directly to contributed surplus 1

 

 

 

 

 

43

 

43

 

 

 

 

299

 

(7

)

 

(244

)

48

 

To eliminate effect of gross settlement of transaction costs and income taxes

 

 

(7

)

7

 

 

 

 

 

 

$

 

$

292

 

$

 

$

 

$

(244

)

$

48

 

 


(1)          Income taxes charged directly to contributed surplus were comprised of a current income tax charge of $45 and a deferred income tax recovery of $2.

 

GRAPHIC

 

39



 

notes to condensed interim consolidated financial statements

(unaudited)

 

 

 

 

 

Statement of cash flows

 

Non-cash changes

 

 

 

(millions)

 

Beginning
of period

 

Issued or
received

 

Redemptions,
repayments or
payments

 

Foreign
exchange
movement
(Note 4(e))

 

Other

 

End of
period

 

SIX-MONTH PERIOD ENDED JUNE 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends paid to holders of Common Shares

 

$

244

 

$

 

$

(487

)

$

 

$

496

 

$

253

 

Purchase of Common Shares for cancellation (excluding changes in liability for automatic share purchase plan)

 

$

3

 

$

 

$

(262

)

$

 

$

291

 

$

32

 

Short-term borrowings

 

$

100

 

$

400

 

$

 

$

 

$

 

$

500

 

Long-term debt

 

 

 

 

 

 

 

 

 

 

 

 

 

TELUS Corporation notes

 

$

8,437

 

$

1,747

 

$

 

$

 

$

(4

)

$

10,180

 

TELUS Corporation commercial paper

 

130

 

1,037

 

(1,167

)

 

 

 

TELUS Corporation credit facility

 

 

510

 

(110

)

 

 

400

 

 

 

$

8,567

 

$

3,294

 

$

(1,277

)

$

 

$

(4

)

$

10,580

 

SIX-MONTH PERIOD ENDED JUNE 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends paid to holders of Common Shares

 

$

263

 

$

 

$

(524

)

$

 

$

535

 

$

274

 

Purchase of Common Shares for cancellation (excluding changes in liability for automatic share purchase plan)

 

$

10

 

$

 

$

(121

)

$

 

$

111

 

$

 

Short-term borrowings

 

$

100

 

$

3

 

$

 

$

 

$

 

$

103

 

Long-term debt

 

 

 

 

 

 

 

 

 

 

 

 

 

TELUS Corporation notes

 

$

11,164

 

$

 

$

(600

)

$

 

$

5

 

$

10,569

 

TELUS Corporation commercial paper

 

256

 

2,914

 

(2,146

)

(49

)

 

975

 

TELUS Communications Inc. debentures

 

618

 

 

 

 

1

 

619

 

TELUS International (Cda) Inc. credit facility

 

 

373

 

 

(5

)

(9

)

359

 

Derivatives used to manage currency risks arising from U.S. dollar denominated commercial paper — liability (asset)

 

(14

)

2,146

 

(2,183

)

49

 

3

 

1

 

 

 

12,024

 

5,433

 

(4,929

)

(5

)

 

12,523

 

To eliminate effect of gross settlement of derivatives used to manage currency risks arising from U.S. dollar denominated commercial paper

 

 

(2,146

)

2,146

 

 

 

 

 

 

$

12,024

 

$

3,287

 

$

(2,783

)

$

(5

)

$

 

$

12,523

 

Issue of shares by subsidiary to non-controlling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross proceeds on share issuance

 

$

 

$

299

 

$

 

$

 

$

(299

)

$

 

Transaction costs

 

 

 

(7

)

 

12

 

5

 

Income taxes charged directly to contributed surplus 1

 

 

 

 

 

43

 

43

 

 

 

 

299

 

(7

)

 

(244

)

48

 

To eliminate effect of gross settlement of transaction costs and income taxes

 

 

(7

)

7

 

 

 

 

 

 

$

 

$

292

 

$

 

$

 

$

(244

)

$

48

 

 


(1)          Income taxes charged directly to contributed surplus were comprised of a current income tax charge of $45 and a deferred income tax recovery of $2.

 

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40



Exhibit 99.2

 



 

TELUS CORPORATION

 

Management’s discussion and analysis

 

2016 Q2

 



 

Caution regarding forward-looking statements

 

This document contains forward-looking statements about expected events and the financial and operating performance of TELUS Corporation. The terms TELUS, the Company, we, us and our refer to TELUS Corporation and where the context of the narrative permits or requires, its subsidiaries. Forward-looking statements include statements relating to annual targets, outlook, updates, our multi-year dividend growth program, our multi-year share purchase program and trends. Forward-looking statements are typically identified by the words assumption, goal, guidance, objective, outlook, strategy, target and other similar expressions, or future or conditional verbs such as aim, anticipate, believe, predict, could, expect, intend, may, plan, seek, should, strive and will. By their nature, forward-looking statements do not refer to historical facts, are subject to inherent risks and require us to make assumptions. There is significant risk that forward-looking statements will not prove to be accurate. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements. Except as required by law, we disclaim any intention or obligation to update or revise any forward-looking statements. An update to our assumptions for 2016 is presented in Section 9 Update to assumptions in this Management’s discussion and analysis (MD&A).

 

Factors that could cause actual performance to differ materially from the forward-looking statements made herein and in other TELUS filings include, but are not limited to, the following:

 

·                  Competition including: continued intense rivalry across all services among wireless and wireline telecommunications companies, cable-TV providers, other communications companies and over-the-top (OTT) services, which, among other things, places pressures on average revenue per subscriber unit per month (ARPU) and churn for all services; mergers and acquisitions of industry competitors, including the integration of cable-TV and wireless companies; competition from global players for international roaming services; our ability to continue to retain customers through an enhanced customer service experience; pressures on wireless ARPU and churn from market conditions and government actions, customer usage patterns, flat-rate pricing trends for voice and data, inclusive long distance plans for voice and increasing availability of Wi-Fi networks for data; pressures on high-speed Internet and TV ARPU and churn resulting from market conditions, government actions and customer usage patterns; residential network access line (NAL) losses; subscriber additions and retention volumes, and associated costs for wireless, TV and high-speed Internet services; the potential entry of new competitors; and our ability to obtain and offer content on a timely basis across multiple devices on wireless and TV platforms at a reasonable cost.

 

·                  Technological substitution including: reduced utilization and increased commoditization of traditional wireline voice local and long distance services from impacts of OTT applications and wireless substitution, and overall slower subscriber growth in the wireline segment; the increasing number of households that have only wireless and/or Internet-based telephone services; continuation of wireless voice ARPU declines as a result of, among other factors, substitution to messaging and OTT applications; substitution to increasingly available Wi-Fi services from wireless services; and OTT Internet protocol (IP) services that may displace TV and entertainment services, and impact revenue.

 

·                  Technology including: subscriber demand for data that challenges wireless networks and spectrum capacity levels; our reliance on legacy systems and information technology; technology options, evolution paths and roll-out plans for wireless and wireline networks (including broadband initiatives, such as fibre-to-the-premises (FTTP), wireless small-cell deployment, 5G wireless and availability of resources and ability to build out adequate broadband capacity); our reliance on wireless network access agreements; choice of suppliers and those suppliers’ ability to maintain and service their product lines; supplier concentration and market power for network equipment, TELUS TV® and wireless handsets; the performance of long-term evolution (LTE) wireless technology; our expected long-term need to acquire additional spectrum capacity through future spectrum auctions and from third parties to address increasing demand for data; deployment and operation of new wireless networks and success of new products, new services and supporting systems, including the Internet of Things (IoT) services for Internet-connected devices; deployment and operation of new wireline broadband networks at a reasonable cost and availability, and success of new products and services to be rolled out on such networks; network reliability and change management; timing of decommissioning of certain legacy wireline networks, systems and services to reduce operating costs; timing of decommissioning of CDMA and iDEN wireless networks to redeploy spectrum and reduce operating costs, and the associated subscriber migration costs and customer retention risks; and success of upgrades and evolution of TELUS TV technology, which depend on third-party suppliers.

 

·                  Ability to successfully implement cost reduction initiatives and realize planned savings, net of restructuring and other costs, without losing customer service focus or negatively affecting business operations. Initiatives include: our operating efficiency and effectiveness program to drive improvements in earnings before interest, income taxes, depreciation and amortization (EBITDA), including the reduction of approximately 1,500 full-time equivalent (FTE) positions announced in November 2015; business integrations; business process outsourcing; offshoring and reorganizations, including any FTE employee reduction programs; procurement initiatives; and real estate rationalization. Additional revenue and cost efficiency and effectiveness initiatives will continue to be assessed and implemented, as required.

 

·                  Economic growth and fluctuations including: the state of the economy in Canada, which may be influenced by economic and other developments outside of Canada, including the United Kingdom’s withdrawal from the European Union; future interest rates; inflation; unemployment levels; effects of low oil prices; effects of low business spend (reducing investments and cost structure); pension investment returns, funding and discount rates; and Canadian: U.S. dollar exchange rates.

 

·                  Capital expenditure levels and potential outlays for spectrum licences in spectrum auctions or from third parties, due to: our wireline broadband initiatives, including connecting more homes and businesses directly to fibre; our ongoing deployment of wireless long-term evolution (LTE) and future technologies such as 5G; utilizing newly acquired spectrum; investments in network resiliency and reliability; subscriber demand for data; evolving systems and business processes; implementing efficiency initiatives; supporting large complex deals; and future wireless spectrum auctions held by Innovation, Science and Economic Development Canada (ISED). Our capital expenditure levels could be impacted if we do not achieve our targeted operational and financial results.

 

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·                  Regulatory decisions and developments including: potential of government intervention to further increase wireless competition; the Canadian Radio-television and Telecommunications Commission (CRTC) wireless wholesale services review, in which it was determined that the CRTC will regulate wholesale GSM-based domestic roaming rates and the setting of such rates; future spectrum auctions (including limitations on established wireless providers, spectrum set-aside that favours certain carriers and other advantages provided to new and foreign participants, and the amount and cost of spectrum acquired); restrictions on the purchase, sale and transfer of spectrum licences; the undetermined long-term impact of the CRTC’s wireline wholesale services review, which concluded that wholesale competitors shall receive regulated access to FTTP facilities owned by incumbent Internet service providers; the potential impacts from the CRTC’s decision to require pro-rated refunds when customers terminate their services and the CRTC’s examination of differential pricing practices related to Internet data plans; increased subsidy requirements for telecommunications facilities in Yukon, Nunavut and the Northwest Territories, and possible changes to the scope and nature of basic service obligations, including possible regulation on the quality, availability and affordability of residential Internet service; the CRTC’s new code of conduct for TV services; vertical integration by competitors moving into broadcast content ownership, and timely and effective enforcement of related regulatory safeguards; ongoing monitoring and compliance with restrictions on non-Canadian ownership of TELUS Common Shares; and modification, interpretation and application of tower sharing and roaming rules.

 

·                  Ability to sustain our dividend growth program through 2019 and our ability to sustain and complete our multi-year share purchase program through 2019. These programs may be affected by factors such as the competitive environment, economic performance in Canada, our earnings and free cash flow, our levels of capital expenditures and spectrum licence purchases, and regulatory decisions and developments. Quarterly dividend decisions are subject to assessment and determination by our Board of Directors (Board) based on the Company’s financial position and outlook, and the market price of TELUS shares. The share purchase program may be affected by a change in our intention to purchase shares, and the assessment and determination of our Board from time to time. Consequently, there can be no assurance that these programs will be maintained through 2019.

 

·                  Financing and debt requirements including our ability to carry out financing activities and our ability to maintain investment grade credit ratings in the range of BBB+ or the equivalent.

 

·                  Process risks including: our reliance on legacy systems and ability to implement and support new products and services and business operations; our ability to implement effective change management for system replacements and upgrades, process redesigns and business integrations; implementation of complex large enterprise deals that may be adversely impacted by available resources, system limitations and degree of co-operation from other service providers; our ability to successfully manage operations in foreign jurisdictions; information security and privacy breaches, including data loss or theft of data; intentional threats to our infrastructure and business operations; and real estate joint venture re-development risks.

 

·                  Litigation and legal matters including: our ability to defend successfully against investigations, regulatory proceedings, claims and lawsuits, including intellectual property infringement claims and class actions pending against us, as well as possible proceedings, intellectual property infringement claims and class actions based on consumer claims, data, privacy or security breaches and secondary market liability; and the complexity of legal compliance in domestic and foreign jurisdictions.

 

·                  Human resource matters including: recruitment, retention and appropriate training in a highly competitive industry; the future outcome of collective bargaining for an agreement with the Telecommunications Workers Union (TWU), United Steel Workers Local Union 1944, which expired at the end of 2015; and the level of employee engagement.

 

·                  Tax matters including: complex tax laws that may be subject to interpretation by the tax authorities that may differ from our interpretations; changes in tax laws, including tax rates; elimination of income tax deferrals through the use of different tax year-ends for operating partnerships and corporate partners; and international tax complexity and compliance.

 

·                  Business continuity events including: our ability to maintain customer service and operate our networks in the event of human error or human-caused threats, such as electronic attacks and equipment failures that could cause various degrees of network outages; supply chain disruptions; natural disaster threats; epidemics; pandemics; and the completeness and effectiveness of business continuity and disaster recovery plans and responses.

 

·                  Partnerships, acquisitions or divestitures including: our ability to successfully integrate acquisitions, complete divestitures or establish partnerships in a timely manner, and realize expected strategic benefits.

 

·                  Health, safety and environmental developments and other risk factors discussed herein and listed from time to time in our reports and public disclosure documents, including our annual report, annual information form, and other filings with securities commissions or similar regulatory authorities in Canada (on SEDAR at sedar.com) and in our filings with the Securities and Exchange Commission (SEC) in the United States, including Form 40-F (on EDGAR at sec.gov). Section 10: Risks and risk management in our 2015 annual MD&A, our 2016 Q1 MD&A and this MD&A are incorporated by reference in this cautionary statement.

 

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3



 

Management’s discussion and analysis

 

August 5, 2016

 

Contents

 

Section

 

Description

1. Introduction

 

1.1 Preparation of the MD&A
1.2 The environment in which we operate
1.3 Consolidated highlights

2. Core business and strategy

 

 

3. Corporate priorities for 2016

 

 

4. Capabilities

 

4.1 Principal markets addressed and competition
4.2 Operational resources
4.3 Liquidity and capital resources
4.4 Changes in internal control over financial reporting

5. Discussion of operations

 

5.1 General
5.2 Summary of consolidated quarterly results and trends
5.3 Consolidated operations
5.4 Wireless segment
5.5 Wireline segment

6. Changes in financial position

 

 

7. Liquidity and capital resources

 

7.1 Overview
7.2 Cash provided by operating activities
7.3 Cash used by investing activities
7.4 Cash provided (used) by financing activities
7.5 Liquidity and capital resource measures
7.6 Credit facilities
7.7 Sale of trade receivables
7.8 Credit ratings
7.9 Financial instruments, commitments and contingent liabilities
7.10 Outstanding share information
7.11 Transactions between related parties

8. Accounting matters

 

8.1 Critical accounting estimates
8.2 Accounting policy developments

9. Update to assumptions

 

 

10. Risks and risk management

 

10.1 Regulatory matters

11. Definitions and reconciliations

 

11.1 Non-GAAP and other financial measures
11.2 Operating indicators

 

1.              Introduction

 

Our discussion in this section is qualified in its entirety by the Caution regarding forward-looking statements at the beginning of this Management’s discussion and analysis (MD&A).

 

1.1 Preparation of the MD&A

 

The following sections are a discussion of the consolidated financial position and financial performance of TELUS for the three-month and six-month periods ended June 30, 2016, and should be read together with TELUS’ June 30, 2016, unaudited condensed interim consolidated financial statements (subsequently referred to as the interim consolidated financial statements). The generally accepted accounting principles (GAAP) we use are the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Our interim consolidated financial statements comply with IFRS-IASB and Canadian GAAP and have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Our use of the term IFRS in this MD&A is a reference to these standards. In our discussion, we also use certain non-GAAP financial measures, such as earnings before interest, income taxes, depreciation and amortization (EBITDA), to evaluate our performance, monitor compliance with debt covenants and manage our capital structure. These measures are defined, qualified and reconciled with their nearest GAAP measures in Section 11.1. All amounts are in Canadian dollars, unless otherwise specified.

 

Our disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management on a timely basis, so that appropriate decisions can be made regarding public disclosure. This MD&A and the interim consolidated financial statements were reviewed by TELUS’ Audit Committee and authorized by the Board of Directors for issuance on August 5, 2016.

 

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4



 

1.2 The environment in which we operate

 

Economic growth

 

We currently estimate that economic growth in Canada will be approximately 1.3% in 2016 and a range of 1.8 to 2.2% in 2017, based on a composite of estimates from Canadian banks and other sources. For our incumbent local exchange carrier (ILEC) provinces in Western Canada, we estimate that economic growth in British Columbia will be approximately 2.9% in 2016 and in the range of 2.3% to 2.8% in 2017, and that economic growth (contraction) in Alberta will be approximately (2.0)% in 2016 (in part due to the Fort McMurray wildfires and lower oil prices in 2016) and in the range of 2.0 to 2.5% in 2017. The Bank of Canada’s July 2016 Monetary Policy Report estimated economic growth for Canada at 1.3% in 2016 and 2.2% in 2017. In respect of the national unemployment rate, Statistics Canada’s Labour Force Survey reported a rate of 6.8% for June 2016 (7.1% reported for December 2015 and 6.8% reported for June 2015).

 

Regulatory developments

 

There were a number of regulatory developments in the second quarter of 2016. (See Section 10.1 Regulatory matters.)

 

1.3 Consolidated highlights

 

Leadership changes

 

Effective May 16, 2016, we announced the appointment of Doug French as Executive Vice-President and Chief Financial Officer of TELUS. Doug has 30 years of financial management experience and 20 years of career progression within TELUS, including key roles as Controller for our largest business units in the business and consumer divisions, and more recently as Senior Vice-President, Corporate Controller.

 

Investment in TELUS International (Cda) Inc. (TI)

 

In June 2016, we announced the completion of the previously announced agreement with Baring Private Equity Asia, an Asian-based investment firm which advises funds that manage over $13 billion (U.S. $10 billion) in assets, for it to acquire a 35% non-controlling interest in TELUS International (Cda) Inc., a global provider of customer service, information technology (IT) and business process outsourcing services. The agreement values TI at $1.2 billion. Through this collaboration, TI is well positioned to leverage Baring Private Equity Asia’s deep Asian markets presence and worldwide experience, and tap into its global network in order to further expand TI’s operations. In connection with the transaction, we have also arranged an incremental U.S.$330 million in bank financing, which is secured by assets of TI and its subsidiaries, expires in 2021 and is non-recourse to TELUS Corporation.

 

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5



 

Consolidated highlights

 

 

 

Second quarters ended June 30

 

Six-month periods ended June 30

 

($ millions, unless otherwise noted)

 

2016

 

2015

 

Change

 

2016

 

2015

 

Change

 

Consolidated statements of income

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenues

 

3,148

 

3,102

 

1.5

%

6,256

 

6,130

 

2.1

%

Operating income

 

690

 

617

 

11.8

%

1,330

 

1,296

 

2.6

%

Income before income taxes

 

556

 

507

 

9.7

%

1,073

 

1,069

 

0.4

%

Net income

 

416

 

341

 

22.0

%

794

 

756

 

5.0

%

Net income per Common Share

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share (basic EPS) ($)

 

0.70

 

0.56

 

25.0

%

1.34

 

1.25

 

7.2

%

Adjusted basic EPS1($)

 

0.70

 

0.66

 

6.1

%

1.39

 

1.37

 

1.5

%

Diluted ($)

 

0.70

 

0.56

 

25.0

%

1.34

 

1.24

 

8.1

%

Dividends declared per Common Share ($)

 

0.46

 

0.42

 

9.5

%

0.90

 

0.82

 

9.8

%

Basic weighted-average Common Shares outstanding (millions)

 

593

 

605

 

(2.0

)%

593

 

606

 

(2.2

)%

Consolidated statements of cash flows

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash provided by operating activities

 

892

 

943

 

(5.4

)%

1,455

 

1,661

 

(12.4

)%

Cash used by investing activities

 

(735

)

(2,377

)

69.1

%

(1,395

)

(3,303

)

57.8

%

Capital expenditures (excluding spectrum licences)2

 

(769

)

(664

)

(15.8

)%

(1,387

)

(1,299

)

(6.8

)%

Cash provided (used) by financing activities

 

(207

)

(68

)

n/m

 

145

 

1,659

 

(91.3

)%

Other highlights

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscriber connections3 (thousands)

 

 

 

 

 

 

 

12,494

 

12,342

 

1.2

%

EBITDA1

 

1,189

 

1,081

 

10.0

%

2,329

 

2,216

 

5.1

%

Restructuring and other costs1

 

23

 

59

 

(61.0

)%

71

 

76

 

(6.6

)%

EBITDA excluding restructuring and other costs

 

1,212

 

1,140

 

6.3

%

2,400

 

2,292

 

4.7

%

Adjusted EBITDA1,4

 

1,188

 

1,140

 

4.3

%

2,376

 

2,292

 

3.7

%

Adjusted EBITDA margin5

 

38.0

 

36.8

 

1.2

pts.

38.1

 

37.4

 

0.7

pts.

Free cash flow1

 

126

 

300

 

(58.0

)%

234

 

571

 

(59.0

)%

Net debt to EBITDA — excluding restructuring and other costs1 (times)

 

 

 

 

 

 

 

2.67

 

2.67

 

 

 


Notations used in MD&A: n/m — Not meaningful; pts. — Percentage points.

(1)                   Non-GAAP and other financial measures. (See Section 11.1.)

(2)                   Capital expenditures (excluding spectrum licences) include assets purchased, but not yet paid for, and consequently differ from Cash payments for capital assets, excluding spectrum licences, as reported on the condensed interim consolidated statements of cash flows.

(3)                   The sum of active wireless subscribers, residential network access lines (NALs), high-speed Internet access subscribers and TELUS TV subscribers (Optik TV™ and TELUS Satellite TV® subscribers), measured at the end of the respective periods based on information in billing and other systems. Our January 1, 2015, our opening reported subscriber balance has been retrospectively adjusted to exclude 1,613,000 business NALs due to its diminishing relevance as a key performance indicator. In addition, subsequent to a review of our subscriber base during the first quarter of 2016, our 2016 opening postpaid wireless subscriber base was reduced by 45,000 and our 2016 opening high-speed Internet subscriber base was increased by 21,000.

(4)                   Adjusted EBITDA for the second quarter and first six months of 2016 excludes: (i) a $15 million gain in the second quarter of 2016, from the exchange of wireless spectrum licences; (ii) net gains and equity income of $9 million in the second quarter of 2016, related to real estate joint venture developments; and (iii) restructuring and other costs.

(5)                   Adjusted EBITDA margin is Adjusted EBITDA divided by Operating revenues. The calculation of the Operating revenues excludes the net gains and equity income related to real estate joint venture developments, as well as the gain on exchanged wireless spectrum licences. Adjusted EBITDA excludes the same items noted above in Operating revenues, as well as restructuring and other costs.

 

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6



 

Operating highlights

 

·                  Consolidated operating revenues increased year over year by $46 million in the second quarter of 2016 and $126 million in the first six months of 2016.

 

Service revenues increased year over year by $68 million in the second quarter of 2016 and $163 million in the first six months of 2016, mainly due to growth in wireless network revenue and wireline data revenue. Wireless network revenue grew year over year by $40 million in the second quarter and by $78 million in the first six months of 2016 from growth in both our blended average revenue per subscriber unit per month (ARPU) and in our wireless subscriber base. Wireline data service revenues increased year over year by $73 million in the second quarter and $162 million in the first six months due to: growth in business process outsourcing revenues; increased Internet and enhanced data revenues; increased TELUS TV revenues; and for the six-month period, increased TELUS Health services revenue. Partly offsetting wireline data revenue growth was the ongoing decline in legacy wireline voice revenue from technological substitution and continued competitive pressures. (See Section 5.4 Wireless segment and Section 5.5 Wireline segment.)

 

Equipment revenues decreased year over year by $44 million in the second quarter of 2016 and $54 million in the first six months of 2016. Wireless equipment revenue declined year over year by $27 million in the quarter and $35 million in the first six months from lower gross additions, lower retention volumes and discontinuance of Black’s Photography revenue resulting from the closure of stores in August 2015, partly offset by higher-priced smartphones in the sales mix. Wireline data and voice equipment revenues decreased year over year by $17 million in second quarter and $19 million in the six-month period, primarily due to lower sales activity in the business market, in part due to the economic slowdown.

 

Other operating income increased year over year by $22 million in the second quarter of 2016 and $17 million in the first six months of 2016. The increases were primarily due to gains from the exchange of wireless spectrum licences in the second quarter of 2016 and net gains and equity income associated with real estate joint venture developments in the second quarter of 2016, as well as the sale of property, plant and equipment in the first six months of 2016. These increases were partly offset by a decrease in amounts recognized from the regulatory price cap deferral account for provisioning broadband Internet services to eligible rural and remote communities, as well as an increase in provisions on certain investments.

 

·                  At June 30, 2016, our total subscriber connections were 12.5 million, reflecting an increase of 152,000 subscribers during the 12-month period ended June 30, 2016. This reflects 12-month increases in wireless subscribers of 0.9%, TELUS TV subscribers of 7.9% and high-speed Internet subscribers of 6.4%, partly offset by a 6.3% decline in residential network access lines (NALs).

 

Our postpaid wireless subscriber net additions were 61,000 in the second quarter of 2016 and 69,000 in the first six months of 2016, representing decreases of 15,000 and 44,000, respectively, from the same periods in 2015. The decreases reflect lower gross additions due to the economic slowdown, particularly in Alberta, competitive intensity and the effect of higher handset prices on customer demand, as well as an increase in our postpaid subscriber churn rate. Our monthly postpaid subscriber churn rate was 0.90% in the second quarter of 2016 and 0.93% in the first six months of 2016, as compared to 0.86% in the second quarter of 2015 and 0.88% in the first six months of 2015. (See Section 5.4 Wireless segment for additional details.)

 

Our wireline subscriber net additions were 11,000 in the second quarter of 2016 and 8,000 in the first six months of 2016, as compared to net additions of 19,000 and 43,000, respectively, in the same periods in 2015. Net additions of high-speed Internet subscribers were 18,000 in the second quarter of 2016 and 30,000 in the first six months of 2016, year-over-year decreases of 4,000 and 15,000, respectively, driven by competitive intensity, the impact of the economic slowdown and a higher customer churn rate, partly offset by the expansion of our broadband footprint, the pull-through impact from the continued bundling with Optik TV and our customers first initiatives. Net additions of TELUS TV subscribers were 13,000 in the second quarter of 2016 and 24,000 in the first six months of 2016, reflecting year-over-year decreases of 4,000 and 14,000, respectively, from the same periods in 2015. The lower TELUS TV net additions reflect a higher customer churn rate and satellite-TV subscriber losses, as the effects of slower subscriber growth for paid TV services, the economic slowdown and a high overall market-penetration rate for TV services and increased competition, including over-the-top (OTT) services, were partly offset by demand from expansion of our broadband footprint and our customers first initiatives. Residential NAL losses were 20,000 in the second quarter of 2016 and 46,000 in the first six months of 2016, as compared to 20,000 and 40,000, respectively, in the same periods in 2015, reflecting the economic slowdown and the ongoing trend of substitution to wireless and Internet-based services. (See Section 5.5 Wireline segment for additional details.)

 

·                  Consolidated EBITDA, which in second quarter of 2016 includes a gain from the exchange of wireless spectrum licences, as well as gains and equity income related to real estate joint venture developments, increased year over

 

 

7



 

year by $108 million in the second quarter of 2016 and $113 million in the first six months of 2016, reflecting growth in wireless network revenues and wireline data revenues; improvements in Internet, business process outsourcing, TELUS TV and TELUS Health margins; growth in other operating income noted above; executing on our operational efficiency and effectiveness initiatives; and lower restructuring and other costs. This growth was partly offset by higher wireless retention costs, continued declines in legacy wireline voice revenues and approximately $5 million of costs and revenue impacts, predominately in the wireline segment, related to the severe wildfires in northern Alberta. Adjusted EBITDA increased year over year by $48 million and $84 million, respectively, in the second quarter and first six months of 2016. Adjusted EBITDA in the second quarter and first six months of 2016 excludes a gain from the exchange of wireless spectrum licences, net gains and equity income related to the real estate joint venture developments, and restructuring and other costs. (See Section 5.4 Wireless segment and Section 5.5 Wireline segment for additional details.)

 

·                  Operating income increased year over year by $73 million in the second quarter of 2016 and $34 million in the first six months of 2016, reflecting growth in EBITDA noted above, partly offset by increases in total depreciation and amortization expenses from a higher asset base and the impact of our continuing program of asset life studies.

 

·                  Income before income taxes increased year over year by $49 million in the second quarter of 2016 and $4 million in the first six months of 2016, reflecting higher operating income, partly offset by an increase in financing costs. The increase in financing costs resulted from higher interest costs from the increase in average long-term debt outstanding, higher foreign exchange losses and a decrease in interest income due to the recognition of $20 million interest income in the second quarter of 2015 related to the settlement of prior years’ income tax-related items, partly offset by higher capitalized long-term debt interest costs and a lower weighted average cost of long-term debt.

 

·                  Income taxes decreased year over year by $26 million in the second quarter of 2016 and $34 million in the first six months of 2016. The decreases reflect a $48 million non-cash adjustment in the second quarter of 2015 to revalue deferred income tax liabilities as a result of an increase to the Alberta provincial corporate income tax rate, partly offset by a $19 million recovery in the second quarter of 2015 from the settlement of prior years’ income tax-related matters and higher income before income taxes in 2016. (See Section 5.3 Consolidated operations.)

 

·                  Net income increased year over year by $75 million in the second quarter of 2016 and $38 million in the first six months of 2016, reflecting growth in EBITDA and lower income tax expense, partly offset by higher depreciation and amortization expenses, and higher financing costs. Excluding the effects of the gain on the exchange of wireless spectrum licences, net gains and equity income from the real estate joint venture developments, restructuring and other costs, income tax-related adjustments and asset retirement from the closure of Black’s Photography retail stores, net income increased year over year by $9 million or 2.2% in the second quarter of 2016 and declined year over year by $4 million in the first six months of 2016.

 

Analysis of Net income

 

 

 

Second quarters ended June 30

 

Six-month periods ended June 30

 

($)

 

2016

 

2015

 

Change

 

2016

 

2015

 

Change

 

Net income

 

416

 

341

 

75

 

794

 

756

 

38

 

Add back (deduct):

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on the exchange of wireless spectrum licences, after income taxes

 

(13

)

 

(13

)

(13

)

 

(13

)

Net gains and equity income from real estate joint venture developments, after income taxes

 

(5

)

 

(5

)

(5

)

 

(5

)

Restructuring and other costs, after income taxes

 

17

 

44

 

(27

)

52

 

56

 

(4

)

Unfavourable (favourable) income tax-related adjustments

 

 

15

 

(15

)

1

 

15

 

(14

)

Asset retirement from planned closure of Black’s, after income taxes

 

 

6

 

(6

)

 

6

 

(6

)

Adjusted net income

 

415

 

406

 

9

 

829

 

833

 

(4

)

 

·                  Basic earnings per share (basic EPS) increased year over year by $0.14 in the second quarter of 2016 and $0.09 in the first six months of 2016. The reduction in the number of shares outstanding, as a result of our normal course issuer bid (NCIB) program, net of share option exercises, contributed positively to basic EPS by approximately $0.01 and $0.03, respectively, in the second quarter and first six months of 2016. Excluding the effects of the gain on the exchange of wireless spectrum licences, net gains and equity income from the real estate joint venture developments, restructuring and other costs, income tax-related adjustments and asset retirement from the closure of Black’s Photography retail stores, basic EPS increased year over year by $0.04 or 6.1% in the second quarter of 2016 and $0.02 or 1.5% in the first six months of 2016.

 

 

8



 

Analysis of basic EPS

 

 

 

Second quarters ended June 30

 

Six-month periods ended June 30

 

($)

 

2016

 

2015

 

Change

 

2016

 

2015

 

Change

 

Basic EPS

 

0.70

 

0.56

 

0.14

 

1.34

 

1.25

 

0.09

 

Add back (deduct):

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on the exchange of wireless spectrum licences, after income taxes, per share

 

(0.02

)

 

(0.02

)

(0.02

)

 

(0.02

)

Net gains and equity income from real estate joint venture developments, after income taxes, per share

 

(0.01

)

 

(0.01

)

(0.01

)

 

(0.01

)

Restructuring and other costs, after income taxes, per share

 

0.03

 

0.07

 

(0.04

)

0.08

 

0.09

 

(0.01

)

Unfavourable (favourable) income tax-related adjustments, per share

 

 

0.02

 

(0.02

)

 

0.02

 

(0.02

)

Asset retirement from planned closure of Black’s, after income taxes, per share

 

 

0.01

 

(0.01

)

 

0.01

 

(0.01

)

Adjusted basic EPS

 

0.70

 

0.66

 

0.04

 

1.39

 

1.37

 

0.02

 

 

·                  Dividends declared per Common Share were $0.46 in the second quarter of 2016 and $0.90 in the first six months of 2016, reflecting an increase of 9.5% from the second quarter of 2015 and 9.8% from the first six months of 2015, consistent with our multi-year dividend growth program described in Section 4.3. On August 4, 2016, the Board declared a third quarter dividend of $0.46 per share on the issued and outstanding Common Shares, payable on October 3, 2016, to shareholders of record at the close of business on September 9, 2016. The third quarter dividend reflects a cumulative increase of $0.04 per share or 9.5% from the $0.42 per share dividend declared one year earlier.

 

Liquidity and capital resource highlights

 

·                  Net debt to EBITDA — excluding restructuring and other costs was 2.67 times at both June 30, 2016, and June 30, 2015, as the year-over-year increase in net debt was offset by growth in EBITDA — excluding restructuring and other costs. (See Section 4.3 Liquidity and capital resources and Section 7.5 Liquidity and capital resource measures.)

 

·                  Cash provided by operating activities decreased year over year by $51 million in the second quarter of 2016 and $206 million in the first six months of 2016, resulting from increases in income taxes paid, interest paid and restructuring disbursements, partly offset by EBITDA growth, and for the six-month period, lower share-based compensation payments. (See Section 7.2 Cash provided by operating activities.)

 

·                  Cash used by investing activities decreased year over year by more than $1.6 billion in the second quarter of 2016 and $1.9 billion in the first six months of 2016, mainly due to higher cash payments for spectrum licences made in comparative periods in 2015. Capital expenditures — excluding spectrum licences increased year over year by $105 million in the second quarter and $88 million in the first six months, mainly due to our continued focus on investing in our wireline and wireless broadband infrastructure, including connecting more homes and businesses directly to our fibre-optic network and deploying wireless spectrum licences. (See Section 7.3 Cash used by investing activities.)

 

·                  In the second quarter of 2016, net Cash used by financing activities increased year over year by $139 million, mainly due to an increase in Short-term borrowings in the comparative period of 2015, partly offset by an issue of shares by a subsidiary to Baring Private Equity Asia for it to acquire a 35% non-controlling interest in TELUS International (Cda) Inc. in the second quarter of 2016. In the first six months of 2016, Cash provided by financing activities decreased year over year by $1.5 billion, primarily due to a March 2015 debt offering of $1.75 billion in senior unsecured notes, a $400 million increase in Short-term borrowings in the second quarter of 2015, as well as increased dividend payments in 2016 under our dividend growth program, partly offset by an issue of shares by a subsidiary to Baring Private Equity Asia for it to acquire a 35% non-controlling interest in TELUS International (Cda) Inc., and lower purchases of shares under our NCIB program. (See Section 7.4 Cash provided (used) by financing activities.)

 

·                 Free cash flow decreased year over year by $174 million in the second quarter of 2016 and $337 million in the first six months of 2016, reflecting increases in income taxes paid, capital expenditures — excluding spectrum licences, interest paid, and restructuring disbursements, partly offset by adjusted EBITDA growth, and for the six-month period, lower share-based compensation payments. (See calculation in Section 11.1.)

 

 

9



 

2.              Core business and strategy

 

Our discussion in this section is qualified in its entirety by the Caution regarding forward-looking statements at the beginning of this MD&A.

 

Our core business was described in our 2015 annual MD&A. The following are business updates grouped under the applicable strategic imperatives.

 

Focusing relentlessly on growth markets of data, IP and wireless

 

External wireless revenues and wireline data revenues totalled $5.4 billion in the first six months of 2016, up by $214 million or 4.1% from the same period in 2015, while wireline voice and other revenues and wireline Other operating income totalled $817 million in the first six months of 2016, down $88 million or 9.7% from the same period in 2015. Wireless revenues and wireline data revenues in total represented 87% of TELUS’ consolidated revenues for the first six months of 2016, as compared to 85% in the same period in 2015.

 

Building national capabilities across data, IP, voice and wireless

 

During the second quarter of 2016, in accordance with an asset transfer agreement with Bell Mobility Inc. (Bell) and consistent with our network optimization strategy, we exchanged certain wireless telecommunication tower sites. The exchange entailed the assignment of existing lease agreements for each tower site, as well as the transfer of all rights, titles and interests on the construction on the leased premises, including tower structures, antennae and cabling. The exchange benefits both parties as the location of the tower sites are well-positioned for utilization within each party’s respective 4G long-term evolution (LTE) network footprints. It is expected that additional transfers of assets will occur in multiple tranches throughout 2016 and subsequent periods.

 

Partnering, acquiring and divesting to accelerate the implementation of our strategy and focus our resources on core business

 

As discussed in Section 1.3, in June 2016, we announced the completion of the previously announced agreement with Baring Private Equity Asia, an Asian-based investment firm, for it to acquire a 35% non-controlling interest in TELUS International (Cda) Inc., a global provider of customer service, IT and business process outsourcing services.

 

In June 2016, in partnership with Westbank Projects Corp, we officially opened the TELUS Garden™ residential condominium tower, built to leadership in energy and environmental design (LEED) gold standards. The opening of the 53-storey residential building follows the opening of the LEED platinum-certified TELUS Garden office tower in September 2015, reinforcing TELUS’ commitment to technological innovation and environmental stewardship. With the opening of the residential tower, the TELUS Garden real estate joint venture has commenced the transfer of ownership to the condominium unit owners, as well as the recognition of associated sales revenue. We expect the recognition of condominium sales to continue throughout 2016, as the joint venture completes the transfer of ownership, as well as the repatriation of funds from the joint venture including the repayment of the construction credit facility.

 

In June 2016, in conjunction with QHR Technologies (QHR), a leading electronic medical record provider, we announced our intention to collaborate to improve communications among healthcare providers across Canada. TELUS and QHR intend to create a national, secure, standards-based, and open communication solution that will allow the more than 23,000 Canadian physicians on the companies’ electronic medical record platforms to communicate more effectively.

 

In June 2016, we submitted a notification and advance ruling request to the Competition Bureau regarding our previously announced agreement with BCE Inc., pursuant to which we would acquire approximately one-third of Manitoba Telecom Services Inc.’s (MTS) postpaid wireless subscribers and be assigned one-third of MTS’ dealer locations in Manitoba, dependent on the successful completion of BCE Inc.’s acquisition of MTS. (See Section 4.1 Principal markets addressed and competition.)

 

 

10



 

3.              Corporate priorities for 2016

 

Our corporate priorities for 2016 were listed in our 2015 annual MD&A.

 

4.              Capabilities

 

Our discussion in this section is qualified in its entirety by the Caution regarding forward-looking statements at the beginning of this MD&A.

 

4.1 Principal markets addressed and competition

 

For a full discussion of our principal markets and an overview of competition, please refer to Section 4.1 of our 2015 annual MD&A and updates in our 2016 Q1 MD&A.

 

On June 23, 2016, Manitoba Telecom Services Inc. (MTS) announced that a significant majority of its shareholders had approved the previously announced agreement in which BCE Inc. will acquire all issued and outstanding common shares of MTS. On June 29, 2016, the Manitoba Court of Queen’s Bench approved the transaction. The transaction is still subject to regulatory approvals and other customary closing conditions, and is expected to close in late 2016 or early 2017.

 

4.2 Operational resources

 

For a full discussion of our Operational resources, please refer to Section 4.2 of our 2015 annual MD&A and updates in our 2016 Q1 MD&A.

 

Wireless segment

 

In the second quarter of 2016, we continued to deliver leading blended customer churn on a national basis. Our monthly blended churn rate of 1.15% in the second quarter of 2016 is among our lowest quarterly churn rates since we became a national carrier 16 years ago. This further exemplifies the success of our differentiated customers first culture, our ongoing focus on delivering outstanding customer service, coupled with attractive new products and services, and our retention programs. Our monthly postpaid churn rate was 0.90% in the second quarter of 2016, representing the 11th quarter in the past 12 quarters that our postpaid churn rate was below 1%, despite increasing competitive pressures from the coterminous expirations of two-year and three-year contracts commencing in June 2015, and economic pressures resulting in customers purchasing fewer phones.

 

During the first six months of 2016, we continued our deployment of 700 MHz and 2500 MHz wireless spectrum licences acquired during Innovation, Science and Economic Development Canada’s (ISED) wireless spectrum auctions, which we have begun to operationalize for the benefit of our customers. Since the middle of 2013, we have invested more than $3.6 billion to acquire wireless spectrum licences in spectrum auctions and other transactions, which has more than doubled our national spectrum holdings, in support of our top corporate priority of putting customers first. Wireless data consumption has been increasing rapidly and we have responded by investing to extend the capacity of our network to support the additional data consumption and growth in our wireless customer base.

 

As at June 30, 2016, our 4G long-term evolution (LTE) network covered 97% of Canada’s population, up from 95% of the population covered at June 30, 2015. Furthermore, we continue to invest in our LTE advanced network roll-out, which covered 55% of Canada’s population at June 30, 2016. Outside of LTE advanced and LTE coverage areas, the LTE devices we offer also operate on our HSPA+ network, which covered 99% of Canada’s population at June 30, 2016.

 

Wireline segment

 

We continue to invest in urban and rural communities with commitments to deliver broadband network capabilities to as many Canadians as possible. We are expanding our fibre footprint by connecting more homes and businesses directly to fibre. Throughout 2015 and 2016, we have made announcements regarding multi-billion dollar investments to bring our fibre-optic network to cities across B.C., Alberta and Eastern Quebec. We have also increased broadband Internet speeds, expanded our IP TV video-on-demand library and high-definition content, including the launch of 4K TV, and enhanced marketing of data products and bundles. As well, we have continued to invest in our state-of-the art Internet data centres (IDCs), creating an advanced and regionally diverse computing infrastructure in Canada.

 

As at June 30, 2016, our high-speed broadband coverage reached approximately 2.9 million households and businesses in B.C., Alberta and Eastern Quebec, including approximately 0.83 million homes and businesses covered by fibre-optic cable, which now provides these premises with immediate access to our gigabit-capable fibre-optic network.

 

 

11



 

4.3 Liquidity and capital resources

 

Capital structure financial policies

 

Our objective when managing capital is to maintain a flexible capital structure that optimizes the cost and availability of capital at acceptable risk.

 

In the management of capital and in its definition, we include Common Share equity (excluding Accumulated other comprehensive income), Long-term debt (including long-term credit facilities, commercial paper backstopped by long-term credit facilities and any associated hedging assets or liabilities, net of amounts recognized in Accumulated other comprehensive income), Cash and temporary investments, and securitized trade receivables.

 

We manage our capital structure and make adjustments to it in light of changes in economic conditions and the risk characteristics of our telecommunications infrastructure. To maintain or adjust our capital structure, we may adjust the amount of dividends paid to holders of Common Shares, purchase shares for cancellation pursuant to our normal course issuer bids (NCIBs), issue new shares, issue new debt, issue new debt to replace existing debt with different characteristics and/or increase or decrease the amount of trade receivables sold to an arm’s-length securitization trust.

 

We monitor capital by utilizing a number of measures, including the net debt to EBITDA — excluding restructuring and other costs ratio and the dividend payout ratios. (See definitions in Section 11.1.)

 

Financing and capital structure management plans

 

Report on financing and capital structure management plans

 

Pay dividends to the holders of Common Shares under our multi-year dividend growth program

 

·                  In May 2016, we announced an intention to target ongoing semi-annual dividend increases, with the annual increase in the range of 7 to 10% from 2017 through to the end of 2019, thereby extending the policy first announced in May 2011. Notwithstanding this target, dividend decisions will continue to be subject to our Board’s assessment and the determination of our financial situation and outlook on a quarterly basis. Our long-term dividend payout ratio guideline is 65 to 75% of prospective net earnings per share. There can be no assurance that we will maintain a dividend growth program through 2019. (See Caution regarding forward-looking statements — Ability to sustain our dividend growth program per annum through 2019.)

 

·                  On August 4, 2016, a third quarter dividend of $0.46 per share was declared on our issued and outstanding common shares, payable on October 3, 2016, to shareholders of record at the close of business on September 9, 2016. The third quarter dividend for 2016 reflects a cumulative increase of $0.04 per share or 9.5% from the $0.42 per share dividend paid in October 2015.

 

Purchase Common Shares under our multi-year NCIB

 

·                  On September 11, 2015, we received approval from the Toronto Stock Exchange (TSX) for a new NCIB program (2016 NCIB) to purchase and cancel up to 16 million of our Common Shares with a value of up to $500 million over a 12-month period, commencing September 15, 2015. This represents the repurchase and cancellation of up to 2.7% of outstanding TELUS Common Shares prior to the commencement of the 2016 NCIB. Such purchases are made through the facilities of the TSX, the New York Stock Exchange (NYSE), alternative trading platforms or otherwise as may be permitted by applicable securities laws and regulations. The Common Shares will be purchased only when and if we consider it advisable.

 

·                  We have also entered into an automatic share purchase plan (ASPP) with a broker for the purpose of permitting us to purchase our Common Shares under our NCIB program at times when we would not be permitted to trade in our shares, including regularly scheduled quarterly blackout periods. Such purchases will be determined by the broker in its sole discretion based on parameters that we established prior to any blackout period, in accordance with TSX rules and applicable securities laws. The ASPP has been approved by the TSX, was implemented on October 1, 2015 and may be implemented from time to time thereafter. All other purchases under the 2016 NCIB will be at the discretion of the Company.

 

·                  The 2016 NCIB represents the final year of our share purchase program announced in May 2013. On May 5, 2016, we announced our intention to renew our NCIB program in each of the next three years in order to permit purchases for up to $250 million in each calendar year. There can be no assurance that we will complete our 2016 NCIB or that we will renew and complete our NCIB program in each of the next three years as the decisions to purchase shares depend on the assessment and determination of our Board from time to time on the basis of the Company’s financial position and outlook, and the market price of TELUS shares. (See Caution regarding forward-looking statements — Ability to sustain and complete multi-year share purchase program through 2019.)

 

Use proceeds from securitized trade receivables (Short-term borrowings), bank facilities, commercial paper and cash retained through dividend reinvestment, as needed, to supplement free cash flow and meet other cash requirements

 

·                  Our issued and outstanding commercial paper was $975 million at June 30, 2016, all of which was denominated in U.S. dollars (U.S.$755 million), compared to $256 million at December 31, 2015 and $NIL at June 30, 2015.

 

·                  Proceeds from securitized trade receivables were $100 million at June 30, 2016, compared to $500 million at June 30, 2015 and $100 million at December 31, 2015.

 

 

12



 

Maintain compliance with financial objectives

 

Except for the Net debt to EBITDA — excluding restructuring and other costs ratio, we comply with our objectives:

 

·                  Maintain investment grade credit ratings in the range of BBB+ or the equivalent — On August 5, 2016, investment grade credit ratings from the four rating agencies that cover TELUS were in the desired range. (See Section 7.8 Credit ratings.)

 

·                  Net debt to EBITDA — excluding restructuring and other costs ratio of 2.00 to 2.50 times — As measured at June 30, 2016, this ratio was outside of the range primarily due to the funding of spectrum licences acquired in ISED’s wireless spectrum auctions during 2014 and 2015. We will endeavour to return the ratio to within this objective range in the medium term, as we believe that this range is supportive of our long-term strategy. (See Section 7.5 Liquidity and capital resource measures.)

 

·                  Dividend payout ratio of 65 to 75% of net earnings per share on a prospective basis — The disclosed dividend payout ratio is a historical measure utilizing the last four quarters of dividends declared and earnings per share, and is presented for illustrative purposes in evaluating our target guideline. As at June 30, 2016, this historical ratio was in the desired range. (See Section 7.5 Liquidity and capital resource measures.)

 

·                  Generally maintain a minimum $1 billion in unutilized liquidity — As at June 30, 2016, our unutilized liquidity was greater than $1 billion. (See Section 7.6 Credit facilities.)

 

4.4 Changes in internal control over financial reporting

 

There were no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

13



 

5.              Discussion of operations

 

Our discussion in this section is qualified in its entirety by the Caution regarding forward-looking statements at the beginning of this MD&A.

 

5.1 General

 

Our operating segments and reportable segments are wireless and wireline. Segmented information in Note 5 of the interim consolidated financial statements is regularly reported to our Chief Executive Officer (CEO) (the chief operating decision-maker).

 

5.2 Summary of consolidated quarterly results and trends

 

Summary of quarterly results

 

($ millions, except per share amounts)

 

2016 Q2

 

2016 Q1

 

2015 Q4

 

2015 Q3

 

2015 Q2

 

2015 Q1

 

2014 Q4

 

2014 Q3

 

Operating revenues

 

3,148

 

3,108

 

3,217

 

3,155

 

3,102

 

3,028

 

3,128

 

3,028

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goods and services purchased1

 

1,331

 

1,300

 

1,482

 

1,394

 

1,372

 

1,284

 

1,476

 

1,333

 

Employee benefits expense1

 

628

 

668

 

757

 

693

 

649

 

609

 

651

 

630

 

Depreciation and amortization

 

499

 

500

 

518

 

471

 

464

 

456

 

468

 

459

 

Total operating expenses

 

2,458

 

2,468

 

2,757

 

2,558

 

2,485

 

2,349

 

2,595

 

2,422

 

Operating income

 

690

 

640

 

460

 

597

 

617

 

679

 

533

 

606

 

Financing costs

 

134

 

123

 

114

 

106

 

110

 

117

 

115

 

124

 

Income before income taxes

 

556

 

517

 

346

 

491

 

507

 

562

 

418

 

482

 

Income taxes

 

140

 

139

 

85

 

126

 

166

 

147

 

106

 

127

 

Net income attributable to Common Shares

 

416

 

378

 

261

 

365

 

341

 

415

 

312

 

355

 

Net income per Common Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share (Basic EPS)

 

0.70

 

0.64

 

0.44

 

0.61

 

0.56

 

0.68

 

0.51

 

0.58

 

Adjusted basic EPS2

 

0.70

 

0.70

 

0.54

 

0.66

 

0.66

 

0.70

 

0.53

 

0.64

 

Diluted

 

0.70

 

0.64

 

0.44

 

0.61

 

0.56

 

0.68

 

0.51

 

0.58

 

Dividends declared per Common Share

 

0.46

 

0.44

 

0.44

 

0.42

 

0.42

 

0.40

 

0.40

 

0.38

 

Additional information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA2

 

1,189

 

1,140

 

978

 

1,068

 

1,081

 

1,135

 

1,001

 

1,065

 

Restructuring and other costs2

 

23

 

48

 

99

 

51

 

59

 

17

 

26

 

30

 

EBITDA — excluding restructuring and other costs2

 

1,212

 

1,188

 

1,077

 

1,119

 

1,140

 

1,152

 

1,027

 

1,095

 

Cash provided by operating activities

 

892

 

563

 

863

 

1,018

 

943

 

718

 

917

 

1,037

 

Free cash flow2

 

126

 

108

 

197

 

310

 

300

 

271

 

337

 

219

 

 


(1)                   Goods and services purchased and Employee benefits expense amounts include restructuring and other costs.

(2)                   See Section 11.1 Non-GAAP and other financial measures.

 

Trends

 

The consolidated revenue trend continues to reflect year-over-year increases in: (i) wireless network revenues generated from growth in both our average revenue per subscriber unit per month (ARPU) and subscriber base; and (ii) growth in wireline data revenues, driven by business process outsourcing, Internet, enhanced data services, TELUS TV and TELUS Health services. This growth was partially offset by: (i) the continued declines in both wireless and wireline voice revenues due to technological substitution and greater use of inclusive long distance and unlimited nationwide voice plans; and (ii) the year-over-year decline in wireless equipment revenue during the first six-months of 2016, reflecting lower gross additions and lower retention volumes, partly offset by higher-value smartphones in the sales mix. Retention volumes declined due to (i) significant activity in 2015 relating to the coterminous expiration of two-year and three-year contracts; (ii) the effects on contract renewals of higher handset prices; (iii) and economic pressures resulting in customers purchasing fewer phones.

 

The wireless subscriber base growth trend has moderated due to the impacts of the economic slowdown, particularly in Alberta, competitive intensity and the effects of higher handset prices, partly offset by our customers first initiatives and retention programs. As noted in Section 1.2, we expect the Alberta economy to post modest growth in 2017. The wireless ARPU growth trend has also moderated due to competitive pressures driving larger allotments of data provided in rate plans, including data sharing and international data roaming features and plans, increased frequency of customer data usage notifications and offloading of data traffic to increasingly available Wi-Fi hotspots.

 

 

14



 

ARPU is expected to continue to increase modestly over time, as a result of the continued growth in data usage and the ongoing shift in our subscriber base towards higher-value postpaid customers. However, the level of ARPU is highly dependent on competition, the economic environment, consumer behaviour, regulatory environment, device selection and other factors, and, as a consequence, there cannot be any assurance that ARPU growth will continue to materialize.

 

Retention spending as a percentage of network revenue has increased year over year from 12.1% in the first six months of 2015 to 13.2% in the first six months of 2016, mainly from an increase in the sales mix of higher-subsidy smartphones and moderating growth in wireless network revenue. In addition, due to the coterminous expiration of two-year and three-year contracts beginning on June 3, 2015, there are a greater number of customers renewing contracts at any given time, which has impacted acquisition and retention trends. We have generally experienced a higher volume of contract renewals than previously experienced prior to 2015. We expect this trend to continue. We also expect to experience continuing pressure on our postpaid subscriber churn if competitive intensity continues, in part due to an increase in customers on expired contracts, as well as customers bringing their own devices and therefore not entering into term contracts. Accordingly, our wireless segment historical operating results and trends prior to the coterminous expiration of two-year and three-year contracts may not be reflective of results and trends for future periods.

 

Historically, there has been significant third and fourth quarter seasonality due to higher wireless subscriber additions, an increase in related acquisition costs and equipment sales, and higher retention costs due to contract renewals in those quarters. These impacts can be more pronounced around popular device launches and seasonal events such as back to school, Black Friday and Christmas. The costs associated with higher seasonal loading volumes have typically resulted in sequential decreases in wireless EBITDA from the second quarter through to the fourth quarter, typically followed by sequential increases in wireless EBITDA from the fourth quarter through to the second quarter. Subscriber additions have generally been lowest in the first quarter. Historically, wireless ARPU has experienced seasonal sequential increases in the second and third quarters, reflecting higher levels of usage and roaming in the spring and summer, followed by seasonal sequential declines in the fourth and first quarters. This seasonal effect on ARPU is expected to diminish in the future, as unlimited nationwide voice plans become more prevalent and chargeable usage and long distance spikes become less pronounced.

 

The trend of increasing wireline data revenue reflects growth in high-speed Internet and enhanced data services reflecting a larger high-speed Internet subscriber base (up 6.4% in the 12-month period ended June 30, 2016), continued expansion of our broadband footprint, including fibre-optic cable, and increased pricing; growth in business process outsourcing supported by customer demand in all regions; the continuing but moderating expansion of our TELUS TV subscriber base (up 7.9% in the 12-month period ended June 30, 2016) and increased pricing; and growth in TELUS Health solutions. A general trend of declining wireline voice revenues is due to competition from voice over IP (VoIP) service providers (including cable-TV competitors) and resellers, as well as technological substitution to wireless and IP-based services and applications, continuing increased competition in the small and medium-sized business market, and the impact of the economic slowdown and associated customers’ re-sizing of services.

 

The high-speed Internet subscriber base growth trend has declined year over year during the first six months of 2016, primarily from the impact of the economic slowdown and competitive intensity, however, we expect the subscriber growth to improve as the economy gradually recovers and from our continued investments in expanding our fibre-optic network. The TELUS TV subscriber base growth is moderating due to the effects of slower subscriber growth for paid TV services, the economic slowdown, the high rate of market penetration and increased competition, including over-the-top (OTT) services. Residential network access line (NAL) losses continue to reflect the economic slowdown, the ongoing trend of substitution to wireless and Internet-based services, as noted above.

 

The trend in Goods and services purchased expense generally reflects increasing wireless equipment expenses associated with higher-value smartphones in the sales mix, increasing wireless customer service, administrative, external labour and distribution channel expenses to support moderating growth in our subscriber base, and higher non-labour restructuring and other costs in 2015 mainly from real estate rationalization, partly offset by lower transit and termination costs and wireline equipment costs.

 

The trend in Employee benefits expense reflects increases in compensation and employee-related restructuring costs, as well as a higher number of employees to support increased business process outsourcing revenues, partly offset by a lower number of domestic employees (in part due to the reduction of full-time equivalent (FTE) positions announced in November 2015) and lower defined benefit plan pension expenses.

 

The general trend in Depreciation and amortization reflects increases due to growth in capital assets in support of the expansion of our broadband footprint and enhanced long-term evolution (LTE) network coverage.

 

The general trend in Financing costs reflects an increase in long-term debt outstanding associated with significant investments in wireless spectrum licences acquired during wireless spectrum licence auctions in 2014 and 2015. Financing costs also include the Employee defined benefit plans net interest expense that has decreased for 2016,

 

 

15



 

primarily due to the decrease in the defined benefit plan deficit at December 31, 2015, as compared to one year earlier, partly offset by an increase in the discount rate. Moreover, Financing costs are net of capitalized interest related to spectrum licences acquired during the wireless spectrum licence auctions, which we expect to deploy into our existing network in future periods (capitalized long-term debt interest was $28 million in the first six months of 2016, as compared to $9 million in the six months of 2015 and $45 million during fiscal year 2015). Capitalization of long-term debt interest is expected to moderate beginning in the third quarter of 2016, as cell sites become ready to be put into service. Financing costs for the eight periods shown included varying amounts of foreign exchange gains or losses and varying amounts of interest income, including $20 million of interest income in the second quarter of 2015 resulting from the settlement of prior years’ income tax-related matters. In addition, Financing costs in the third quarter of 2014 included long-term debt prepayment premiums of approximately $13 million.

 

The trend in Net income reflects the items noted above, as well as non-cash adjustments arising from legislated income tax changes and adjustments recognized in the current period for income tax of prior periods, including any related after-tax interest on reassessments. The trend in basic EPS also reflects the impact of share purchases under our normal course issuer bid (NCIB) program.

 

The trend in Cash provided by operating activities reflects higher restructuring and other disbursements, higher income tax payments and increased interest payments, partly offset by growth in consolidated EBITDA. The trend in free cash flow reflects the factors affecting Cash provided by operating activities, as well as increases in capital expenditures (excluding spectrum licences).

 

5.3 Consolidated operations

 

The following is a discussion of our consolidated financial performance. Segmented information in Note 5 of the interim consolidated financial statements is regularly reported to our CEO (the chief operating decision-maker). We discuss the performance of our segments in Section 5.4 Wireless segment, Section 5.5 Wireline segment and in capital expenditures in Section 7.3 Cash used by investing activities.

 

Operating revenues

 

 

 

Second quarters ended June 30

 

Six-month periods ended June 30

 

($ millions)

 

2016

 

2015

 

Change

 

2016

 

2015

 

Change

 

Service

 

2,952

 

2,884

 

2.4

%

5,876

 

5,713

 

2.9

%

Equipment

 

164

 

208

 

(21.2

)%

336

 

390

 

(13.8

)%

Revenues arising from contracts with customers

 

3,116

 

3,092

 

0.8

%

6,212

 

6,103

 

1.8

%

Other operating income

 

32

 

10

 

n/m

%

44

 

27

 

63.0

%

 

 

3,148

 

3,102

 

1.5

%

6,256

 

6,130

 

2.1

%

 

·                  Service revenue increased year over year by $68 million in the second quarter of 2016 and $163 million in the first six months of 2016. The increase reflects growth in wireless blended ARPU and the wireless subscriber base; increased wireline business process outsourcing revenue; higher wireline Internet and enhanced data revenue due to subscriber growth and higher revenue per customer; TELUS TV revenue growth from continued expansion of our subscriber base; and for the six-month period, increased TELUS Health services revenue; all of which were partly offset by continuing declines in wireless and wireline voice revenues, as well as the impacts of the economic slowdown, particularly in Alberta.

 

·                  Equipment revenue decreased year over year by $44 million in the second quarter of 2016 and $54 million in the first six months of 2016, reflecting a decline in wireless equipment revenue of $27 million for the second quarter and $35 million for the first six months from lower gross additions and retention volumes, and discontinuance of Black’s Photography revenue from the closure of stores in August 2015, partly offset by higher-value smartphones in the sales mix. Wireline equipment revenue decreased by $17 million for the second quarter and $19 million for the six-month period primarily from lower sales activity in the business market in part from the economic slowdown.

 

·                  Other operating income increased year over year by $22 million in the second quarter of 2016 and $17 million in the first six months of 2016, primarily due to gains from the exchange of wireless spectrum licences and the sale of property, plant and equipment, as well as net gains and equity income related to real estate joint venture developments. These increases were partly offset by a decrease in amounts recognized from the regulatory price cap deferral account for provisioning broadband Internet services to eligible rural and remote communities, an increase in provisions on certain investments.

 

 

16



 

Operating expenses

 

 

 

Second quarters ended June 30

 

Six-month periods ended June 30

 

($ millions)

 

2016

 

2015

 

Change

 

2016

 

2015

 

Change

 

Goods and services purchased

 

1,331

 

1,372

 

(3.0

)%

2,631

 

2,656

 

(0.9

)%

Employee benefits expense

 

628

 

649

 

(3.1

)%

1,296

 

1,258

 

3.0

%

Depreciation

 

385

 

361

 

6.6

%

770

 

708

 

8.8

%

Amortization of intangible assets

 

114

 

103

 

10.7

%

229

 

212

 

8.0

%

 

 

2,458

 

2,485

 

(1.1

)%

4,926

 

4,834

 

1.9

%

 

·                  Goods and services purchased decreased year over year by $41 million in the second quarter of 2016 and $25 million in the first six months of 2016. This reflects lower non-labour restructuring and other costs mainly from provisions for the closure of Black’s Photography retail stores during the second quarter of 2015, as well as declining transit and termination costs and lower wireline product costs related to declining equipment revenue. This reduction in costs was partly offset by increased administrative costs to support our growing subscriber base.

 

·                  Employee benefits expense decreased year over year by $21 million in the second quarter of 2016, mainly from a decline in labour-related restructuring costs, lower defined benefit pension plan and share-based compensation expenses, and lower compensation and benefits costs resulting from a decrease in domestic employees under our ongoing operational efficiency and effectiveness initiatives. This decline was partly offset by growth in the number of TELUS International employees to support increased business process outsourcing revenue and inflationary compensation increases. For the six-month period, employee benefits expense increased year over year by $38 million, primarily due to growth in the number of TELUS International employees to support increased business process outsourcing revenue, inflationary compensation increases, higher labour-related restructuring costs from efficiency initiatives, largely from the reduction of full-time equivalent (FTE) positions announced in late 2015, partially offset by lower compensation and benefits costs from a decrease in domestic employees, as well as lower defined benefit pension plan and share-based compensation expenses.

 

·                  Depreciation increased year over year by $24 million in the second quarter of 2016 and $62 million in the first six months of 2016, due to growth in capital assets (such as the broadband network and the wireless LTE network), as well as the impact of our continuing program of asset life studies, partly offset by asset retirements of $9 million in 2015 relating to the closure of Black’s Photography retail stores.

 

·                  Amortization of intangible assets increased year over year by $11 million in the second quarter of 2016 and $17 million in the first six months of 2016, reflecting growth in the intangible asset base, partially offset by software asset life adjustments arising from our continuing program of asset life studies.

 

Operating income

 

 

 

Second quarters ended June 30

 

Six-month periods ended June 30

 

($ millions)

 

2016

 

2015

 

Change

 

2016

 

2015

 

Change

 

Wireless EBITDA (See Section 5.4)

 

793

 

719

 

10.4

%

1,549

 

1,463

 

5.9

%

Wireline EBITDA (See Section 5.5)

 

396

 

362

 

9.6

%

780

 

753

 

3.6

%

Depreciation and amortization (discussed above)

 

(499

)

(464

)

(7.5

)%

(999

)

(920

)

(8.6

)%

 

 

690 

 

617

 

11.8

%

1,330

 

1,296

 

2.6

%

 

Operating income increased year over year by $73 million in the second quarter of 2016 and $34 million in the first six months of 2016, reflecting growth in EBITDA that was partly offset by increases in Depreciation and amortization expenses.

 

 

17



 

Financing costs

 

 

 

Second quarters ended June 30

 

Six-month periods ended June 30

 

($ millions)

 

2016

 

2015

 

Change

 

2016

 

2015

 

Change

 

Gross interest expenses

 

138

 

132

 

4.5

%

275

 

249

 

10.4

%

Capitalized long-term debt interest

 

(11

)

(9

)

(22.2

)%

(28

)

(9

)

n/m

 

Employee defined benefit plans net interest

 

1

 

6

 

(83.3

)%

2

 

13

 

(84.6

)%

Interest (income)

 

(1

)

(21

)

95.2

%

(1

)

(21

)

95.2

%

Foreign exchange losses (gains)

 

7

 

2

 

n/m

 

9

 

(5

)

n/m

 

 

 

134

 

110

 

21.8

%

257

 

227

 

13.2

%

 

·                  Gross interest expenses, prior to capitalization of long-term debt interest, increased year over year by $6 million in the second quarter of 2016 and $26 million in the first six months of 2016, primarily due to the increase in average long-term debt balances outstanding, which arose mainly from the purchase of spectrum licences, partly offset by a reduction in the effective interest rate. Our weighted average interest rate on long-term debt (excluding commercial paper and the revolving component of the TELUS International (Cda.) Inc. credit facility) was 4.32% at June 30, 2016, as compared to 4.42% one year earlier. (See Long-term debt issues and repayments in Section 7.4.)

 

·                  Capitalized long-term debt interest is in respect of debt incurred for the purchase of spectrum licences during spectrum auctions held by Innovation, Science and Economic Development Canada (ISED), which we expect to deploy in our existing network in future periods. Capitalization of long-term debt interest will continue until substantially all of the activities necessary to prepare the spectrum for its intended use are complete; effectively when cell sites are ready to be put into service.

 

·                  Employee defined benefit plans net interest decreased year over year by $5 million in the second quarter of 2016 and $11 million in the first six months of 2016, mainly from the decrease in the defined benefit plan deficit at December 31, 2015, to $53 million from $598 million one year earlier, partly offset by a higher discount rate.

 

·                  Interest income in the second quarter and first six months of the comparative periods in 2015 was derived primarily from $20 million interest income related to the settlement of prior years’ income-tax related matters.

 

·                  Foreign exchange losses (gains) fluctuate from period to period resulting from currency contracts for the U.S. dollar.

 

Income taxes

 

 

 

Second quarters ended June 30

 

Six-month periods ended June 30

 

($ millions, except tax rates)

 

2016

 

2015

 

Change

 

2016

 

2015

 

Change

 

Income tax computed at applicable statutory rates

 

148

 

134

 

10.4

%

285

 

282

 

1.1

%

Revaluation of deferred income tax liability to reflect future statutory income tax rates

 

 

48

 

(100.0

)%

1

 

48

 

(97.9

)%

Adjustments recognized in the current period for income taxes of prior periods

 

 

(19

)

100.0

%

 

(19

)

100.0

%

Other

 

(8

)

3

 

n/m

 

(7

)

2

 

n/m

 

Income taxes

 

140

 

166

 

(15.7

)%

279

 

313

 

(10.9

)%

Income taxes computed at applicable statutory rates (%)

 

26.5

 

26.6

 

(0.1

)pts.

26.6

 

26.5

 

0.1

pts.

Effective tax rate (%)

 

25.2

 

32.7

 

(7.5

)pts.

26.0

 

29.3

 

(3.3

)pts.

 

Total income tax expense decreased by $26 million in the second quarter of 2016 and $34 million in the first six months of 2016 when compared to the same periods in 2015. The decreases were primarily due to a $48 million non-cash adjustment in the second quarter of 2015 to revalue deferred income tax liabilities arising from an increase in the Alberta provincial corporate tax rate, net of higher income before income taxes in 2016, and a $19 million recovery recorded in the second quarter of 2015 related to the settlement of prior years’ income tax-related matters (excluding related interest income).

 

 

18



 

Comprehensive income

 

 

 

Second quarters ended June 30

 

Six-month periods ended June 30

 

($ millions)

 

2016

 

2015

 

Change

 

2016

 

2015

 

Change

 

Net income

 

416

 

341

 

22.0

%

794

 

756

 

5.0

%

Other comprehensive income (loss) (net of income taxes):

 

 

 

 

 

 

 

 

 

 

 

 

 

Items that may be subsequently reclassified to income

 

4

 

(3

)

n/m

 

(10

)

 

n/m

 

Item never subsequently reclassified to income — Employee defined benefit plans re-measurements

 

94

 

(122

)

n/m

 

17

 

115

 

(85.2

)%

Comprehensive income

 

514

 

216

 

138.0

%

801

 

871

 

(8.0

)%

 

Comprehensive income increased year over year by $298 million in the second quarter of 2016, primarily due to increases in employee defined benefit plan re-measurement amounts and growth in Net income. For the six-month period, Comprehensive income decreased year over year by $70 million, mainly from a decrease in employee defined benefit plan re-measurement amounts, partly offset by growth in Net income. Items that may be subsequently reclassified to income are composed of changes in the unrealized fair value of derivatives designated as cash flow hedges, foreign currency translation adjustments arising from translating financial statements of foreign operations, and changes in the unrealized fair value of available-for-sale investments.

 

5.4 Wireless segment

 

Wireless operating indicators

 

As at June 30

 

2016

 

2015

 

Change

 

Subscribers (000s):

 

 

 

 

 

 

 

Postpaid1

 

7,376

 

7,221

 

2.1

%

Prepaid

 

1,051

 

1,131

 

(7.1

)%

Total

 

8,427

 

8,352

 

0.9

%

Postpaid proportion of subscriber base (%)

 

87.5

 

86.5

 

1.0

pts.

HSPA+ population coverage2 (millions)

 

35.7

 

35.7

 

%

LTE population coverage2 (millions)

 

35.1

 

33.9

 

3.5

%

 

 

 

Second quarters ended June 30

 

Six-month periods ended June 30

 

 

 

2016

 

2015

 

Change

 

2016

 

2015

 

Change

 

Subscriber gross additions (000s):

 

 

 

 

 

 

 

 

 

 

 

 

 

Postpaid

 

247

 

249

 

(0.8

)%

459

 

472

 

(2.8

)%

Prepaid

 

84

 

106

 

(20.8

)%

163

 

210

 

(22.4

)%

Total

 

331

 

355

 

(6.8

)%

622

 

682

 

(8.8

)%

Subscriber net additions (losses) (000s):

 

 

 

 

 

 

 

 

 

 

 

 

 

Postpaid

 

61

 

76

 

(19.7

)%

69

 

113

 

(38.9

)%

Prepaid

 

(21

)

(13

)

(61.5

)%

(54

)

(42

)

(28.6

)%

Total

 

40

 

63

 

(36.5

)%

15

 

71

 

(78.9

)%

Blended ARPU, per month3 ($)

 

64.38

 

63.48

 

1.4

%

63.73

 

62.91

 

1.3

%

Churn, per month3 (%)

 

 

 

 

 

 

 

 

 

 

 

 

 

Blended

 

1.15

 

1.17

 

(0.02

) pts.

1.21

 

1.23

 

(0.02

) pts.

Postpaid

 

0.90

 

0.86

 

0.04

pts.

0.93

 

0.88

 

0.05

pts.

Cost of acquisition (COA) per gross subscriber addition3 ($)

 

442

 

404

 

9.4

%

439

 

398

 

10.3

%

Retention spend to network revenue3 (%)

 

12.9

 

12.1

 

0.8

pts.

13.2

 

12.1

 

1.1

pts.

 


(1)         Subsequent to a review of our subscriber base during the first quarter of 2016, our 2016 opening postpaid subscriber base was reduced by 45,000.

(2)         Including network access agreements with other Canadian carriers.

(3)         These are industry measures useful in assessing operating performance of a wireless company, but are not measures defined under IFRS. (See Section 11.2 Operating indicators.)

 

GRAPHIC

 

19



 

Operating revenues — Wireless segment

 

 

 

Second quarters ended June 30

 

Six-month periods ended June 30

 

($ millions, except ratios)

 

2016

 

2015

 

Change

 

2016

 

2015

 

Change

 

Network revenues

 

1,608

 

1,568

 

2.6

%

3,181

 

3,103

 

2.5

%

Equipment and other services

 

123

 

156

 

(21.2

)%

247

 

291

 

(15.1

)%

Revenues arising from contracts with customers

 

1,731

 

1,724

 

0.4

%

3,428

 

3,394

 

1.0

%

Other operating income (loss)

 

23

 

(2

)

n/m

 

28

 

 

n/m

 

External operating revenues

 

1,754

 

1,722

 

1.9

%

3,456

 

3,394

 

1.8

%

Intersegment network revenue

 

14

 

14

 

%

28

 

28

 

%

Total operating revenues

 

1,768

 

1,736

 

1.8

%

3,484

 

3,422

 

1.8

%

 

Network revenues from external customers increased year over year by $40 million in the second quarter of 2016 and $78 million in the first six months of 2016. Data network revenue increased year over year by 7.5% in the second quarter of 2016 and 7.9% in the first six months of 2016, reflecting growth in the subscriber base, a larger proportion of higher-rate two-year plans in the revenue mix, a higher postpaid subscriber mix, and increasing data usage from the continued adoption of smartphones and other data-centric wireless devices, as well as greater use of applications and the expansion of our LTE network coverage. Voice network revenue decreased year over year by 3.4% in the second quarter of 2016 and 3.8% in the first six months of 2016 due to the increased adoption of unlimited nationwide voice plans and continued but moderating substitution to data services, partly offset by growth in the subscriber base.

 

·                  Monthly blended ARPU was $64.38 in the second quarter and $63.73 in the first six months of 2016, reflecting year-over-year increases of $0.90 for the quarter and $0.82 for the six-month period. The increases were primarily due to the effects of higher-rate two-year plans, a more favourable postpaid subscriber mix and growth in data usage (as described above), partly offset by continued declines in voice revenue and the effects of higher data allotments in our service plans, increased frequency of customer data usage notifications and the economic slowdown, particularly in Alberta.

 

·                  Gross subscriber additions were 331,000 in the second quarter of 2016 and 622,000 in the first six months of 2016, reflecting year-over-year decreases of 24,000 for the quarter and 60,000 for the six-month period. Postpaid gross additions were 247,000 in the second quarter of 2016 and 459,000 in the first six months of 2016, down 2,000 and 13,000, respectively, from the same periods in 2015. The declines in subscriber additions were due to the economic slowdown, particularly in Alberta, competitive intensity and the effects of higher handset prices on customer demand. Prepaid gross additions were 84,000 in the second quarter of 2016 and 163,000 in the first six months of 2016, reflecting year-over-year decreases of 22,000 and 47,000, respectively, from the comparable periods in 2015, mainly from competitive intensity and our focused marketing efforts on higher-value postpaid loading.

 

·                  Net subscriber additions were 40,000 in the second quarter of 2016 and 15,000 in the first six months of 2016, reflecting year-over-year declines of 23,000 in the quarter and 56,000 in the six-month period due to lower gross additions, partly offset by an improvement in blended monthly churn rates. Postpaid net additions were 61,000 in the second quarter of 2016 and 69,000 in the first six months of 2016, down 15,000 and 44,000, respectively, from the comparable periods in 2015 due to the factors affecting gross subscriber additions described above, as well as increases in our postpaid churn rates. Prepaid subscribers decreased by 21,000 in the second quarter of 2016 and 54,000 in the first six months of 2016, as compared to decreases of 13,000 and 42,000, respectively, in the same periods of 2015. Prepaid losses reflect conversions to postpaid services (due to our marketing efforts focused on higher-value postpaid loading) and increased competition for prepaid services.

 

·                  Our average monthly postpaid subscriber churn rate was 0.90% in the second quarter of 2016 and 0.93% in the first six months of 2016, as compared to 0.86% and 0.88%, respectively, in the comparable periods of 2015. Our blended monthly subscriber churn rate was 1.15% in the second quarter of 2016 and 1.21% in the first six months of 2016, as compared to 1.17% and 1.23%, respectively, in the same periods of 2015. The year-over-year increases in postpaid subscriber churn rates during the quarter and six-month period of 2016 were primarily due to competitive intensity, in part from the simultaneous expiration of two-year and three-year customer contracts starting in June 2015, as well as the effects of the economic slowdown, particularly in Alberta. The year-over-year improvements in our blended subscriber churn rates during the quarter and six-month period of 2016 were due to improvements in our prepaid churn rates and our continued focus on customers first initiatives, our clear and simple approach and retention programs, partly offset by the factors affecting postpaid subscriber churn described above.

 

GRAPHIC

 

20



 

Equipment and other services decreased year over year by $33 million in the second quarter of 2016 and $44 million in the first six months of 2016, mainly from lower gross additions and retention volumes, competitive intensity and discontinuance of Black’s Photography revenue from the closure of stores in August 2015, partly offset by higher-value smartphones in the sales mix.

 

Other operating income increased year over year by $25 million in the second quarter of 2016 and $28 million in the first six months of 2016, mainly due to gains from the exchange of wireless spectrum licences and the sale of property, plant and equipment, as well as net gains and equity income related to real estate joint venture developments.

 

Intersegment revenue in the wireless segment represents network services provided to the wireline segment. Such revenues are eliminated upon consolidation along with the associated expenses.

 

Operating expenses — Wireless segment

 

 

 

Second quarters ended June 30

 

Six-month periods ended June 30

 

($ millions)

 

2016

 

2015

 

Change

 

2016

 

2015

 

Change

 

Goods and services purchased:

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment sales expenses

 

371

 

370

 

0.3

%

734

 

718

 

2.2

%

Network operating expenses

 

188

 

188

 

%

373

 

372

 

0.3

%

Marketing expenses

 

97

 

104

 

(6.7

)%

188

 

194

 

(3.1

)%

Other 1

 

161

 

178

 

(9.6

)%

316

 

336

 

(6.0

)%

Employee benefits expense1

 

158

 

177

 

(10.7

)%

324

 

339

 

(4.4

)%

Total operating expenses

 

975

 

1,017

 

(4.1

)%

1,935

 

1,959

 

(1.2

)%

 


(1)         Includes restructuring and other costs. (See Section 11.1 Non-GAAP and other financial measures.)

 

Equipment sales expense was slightly higher year over year in the second quarter of 2016 and increased by $16 million in the first six months of 2016, reflecting an increase in higher-value smartphones in the sales mix and increasing handset costs, partly offset by lower gross additions and retention volumes, and lower cost of sales from the closure of Black’s Photography stores in August 2015.

 

·                  Retention costs as a percentage of network revenue were 12.9% in the second quarter of 2016 and 13.2% in the first six months of 2016, as compared to 12.1% in both the second quarter and first six months of 2015. The increases were driven by growing retention costs from higher per-unit subsidy costs, partly offset by lower retention volumes, as well as moderating growth in network revenue. The higher per-unit subsidy costs were primarily from continued customer preference for higher-value smartphones, competitive intensity and lower device upgrade fees.

 

·                  COA per gross subscriber addition was $442 in the second quarter of 2016 and $439 in the first six months of 2016, reflecting year-over-year increases of $38 for the quarter and $41 for the six-month period. These increases resulted mainly from higher per-unit subsidy costs that reflected competitive intensity and a greater proportion of higher-value smartphones in the sales mix, partly offset by lower advertising and promotional costs.

 

Network operating expenses were relatively flat year over year in the second quarter and first six months of 2016, as higher maintenance costs were offset by network rationalization initiatives.

 

Marketing expenses declined year over year by $7 million in the second quarter of 2016 and $6 million in the first six months of 2016, primarily due to lower advertising and promotions expenses and lower commission expenses driven by lower gross additions and retention volumes.

 

Other goods and services purchased decreased year over year by $17 million in the second quarter of 2016 and $20 million in the first six months of 2016, primarily due to lower non-labour restructuring and other costs, mainly from provisions for the closure of Black’s Photography retail stores during the second quarter of 2015, partly offset by higher administrative costs.

 

Employee benefits expense decreased year over year by $19 million in the second quarter of 2016 and $15 million in the first six months of 2016, reflecting lower salaries and wages driven by a reduction in FTEs from our ongoing operational efficiency and effectiveness initiatives, lower share-based compensation expenses, and, for the quarter, lower labour-related restructuring costs, partly offset by inflationary compensation increases.

 

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EBITDA — Wireless segment

 

 

 

Second quarters ended June 30

 

Six-month periods ended June 30

 

($ millions, except margins)

 

2016

 

2015

 

Change

 

2016

 

2015

 

Change

 

EBITDA

 

793

 

719

 

10.4

%

1,549

 

1,463

 

5.9

%

Add back restructuring and other costs

 

9

 

36

 

(75.0

)%

18

 

42

 

(57.1

)%

EBITDA — excluding restructuring and other costs

 

802

 

755

 

6.2

%

1,567

 

1,505

 

4.1

%

Deduct gain on the exchange of wireless spectrum licences

 

(15

)

 

n/m

 

(15

)

 

n/m

 

Deduct net gains and equity income from real estate joint venture developments

 

(4

)

 

n/m

 

(4

)

 

n/m

 

Adjusted EBITDA

 

783

 

755

 

3.6

%

1,548

 

1,505

 

2.8

%

EBITDA margin (%)

 

44.9

 

41.4

 

3.5

pts.

44.5

 

42.8

 

1.7

pts.

Adjusted EBITDA margin1 (%)

 

44.8

 

43.5

 

1.3

pts.

44.7

 

44.0

 

0.7

pts.

 


(1)         The calculation of the Adjusted EBITDA margin excludes the net gains and equity income from real estate joint venture developments, as well as the gain on the exchange of wireless spectrum licences from both EBITDA and Operating revenues, and excludes restructuring and other costs from EBITDA

 

Wireless EBITDA increased by $74 million in the second quarter of 2016 and $86 million in the first six months of 2016 when compared to the same periods in 2015, including gains, as detailed in the table above, and lower restructuring and other costs. Wireless adjusted EBITDA increased year over year by $28 million in the second quarter of 2016 and $43 million in the first six months of 2016, reflecting network revenue growth driven by higher ARPU and a larger customer base, as well as ongoing operational efficiency and effectiveness initiatives, partly offset by higher retention spending.

 

5.5 Wireline segment

 

Wireline operating indicators

 

At June 30 (000s)

 

2016

 

2015

 

Change

 

Subscriber connections:

 

 

 

 

 

 

 

High-speed Internet subscribers1

 

1,617

 

1,520

 

6.4 

%

TELUS TV subscribers

 

1,029

 

954

 

7.9 

%

Residential NALs

 

1,421

 

1,516

 

(6.3

)%

Total wireline subscriber connections1

 

4,067

 

3,990

 

1.9 

%

 

 

 

Second quarters ended June 30

 

Six-month periods ended June 30

 

 

 

2016

 

2015

 

Change

 

2016

 

2015

 

Change

 

Subscriber net additions (losses):

 

 

 

 

 

 

 

 

 

 

 

 

 

High-speed Internet

 

18

 

22

 

(18.2

)%

30

 

45

 

(33.3

)%

TELUS TV

 

13

 

17

 

(23.5

)%

24

 

38

 

(36.8

)%

Residential NALs

 

(20

)

(20

)

%

(46

)

(40

)

(15.0

)%

Total wireline subscriber connections net additions (losses)

 

11

 

19

 

(42.1

)%

8

 

43

 

(81.4

)%

 


(1)         Effective December 31, 2015, business NALs has been removed from the reported subscriber base due to its diminishing relevance as a key performance indicator, and as such our January 1, 2015, opening reported subscriber balance has been retrospectively adjusted to exclude 1,613,000 business NALs. In addition, subsequent to a review of our subscriber base during the first quarter of 2016, our 2016 opening high-speed Internet subscriber base was increased by 21,000.

 

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Operating revenues — Wireline segment

 

 

 

Second quarters ended June 30

 

Six-month periods ended June 30

 

($ millions)

 

2016

 

2015

 

Change

 

2016

 

2015

 

Change

 

Data service and equipment

 

990

 

928

 

6.7

%

1,983

 

1,831

 

8.3

%

Voice service

 

340

 

383

 

(11.2

)%

688

 

765

 

(10.1

)%

Other services and equipment

 

55

 

57

 

(3.5

)%

113

 

113

 

%

Revenues arising from contracts with customers

 

1,385

 

1,368

 

1.2

%

2,784

 

2,709

 

2.8

%

Other operating income

 

9

 

12

 

(25.0

)%

16

 

27

 

(40.7

)%

External operating revenues

 

1,394

 

1,380

 

1.0

%

2,800

 

2,736

 

2.3

%

Intersegment revenue

 

48

 

43

 

11.6

%

95

 

86

 

10.5

%

Total operating revenues

 

1,442

 

1,423

 

1.3

%

2,895

 

2,822

 

2.6

%

 

·                  Data service and equipment revenues increased year over year by $62 million in the second quarter of 2016 and $152 million in the first six months of 2016, primarily due to: (i) growth in business process outsourcing revenues; (ii) increased Internet and enhanced data service revenues resulting from a 6.4% increase in our high-speed Internet subscribers over 12 months, higher revenue per customer from upgrades to faster Internet speeds and larger usage rate Internet plans, subscribers coming off of promotional offers, the phased-in introduction of usage-based billing in 2015 and certain rate increases; (iii) increased TELUS TV revenues resulting from an 7.9% subscriber growth over 12 months; and (iv) for the six-month period, increased TELUS Health service revenue. This growth was partly offset by a decline in data equipment revenues related to the economic slowdown.

 

·                  Voice service revenues decreased year over year by $43 million in the second quarter of 2016 and $77 million in the first six months of 2016. The decreases reflect the ongoing decline in legacy revenues from technological substitution, the economic slowdown, increased competition, greater use of inclusive long distance plans and lower long distance minutes of use, partially offset by certain rate increases. We experienced a 6.3% decline in residential NALs in the 12-month period ended June 30, 2016.

 

·                  Wireline subscriber connections net additions were 11,000 in the second quarter of 2016 and 8,000 in the first six months of 2016, reflecting year-over-year decreases of 8,000 and 35,000, respectively, from the comparable periods in 2015.

 

·                  Net additions of high-speed Internet subscribers were 18,000 in the second quarter of 2016 and 30,000 in the first six months of 2016, reflecting year-over-year declines of 4,000 in the quarter and 15,000 in the six-month period. The decreases resulted from the effects of competitive intensity and the impact of the economic slowdown, leading to a higher customer churn rate, partly offset by the continued expansion of our high-speed broadband footprint in urban and rural communities, as well as the pull-through impact from the continued adoption of Optik TV. Net additions of TELUS TV subscribers were 13,000 in the second quarter of 2016 and 24,000 in the first six months of 2016, down 4,000 and 14,000, respectively, from additions in the same periods in 2015. The decreases reflected a higher customer churn rate and a decline in satellite subscribers as the effects of slower subscriber growth for paid TV services, the economic slowdown, a high rate of market penetration for TV services and competitive intensity, including OTT services, were partly offset by the ongoing expansion of our addressable high-speed broadband footprint and increasing broadband speeds. Continued focus on expanding our addressable high-speed Internet and Optik TV footprint, connecting more homes and business directly to fibre, and bundling these services together, resulted in combined Internet and TV subscriber growth of 172,000 or 7.0% over the last 12 months.

 

·                  Residential NAL losses were 20,000 in the second quarter of 2016 and 46,000 in the first six months of 2016, as compared to NAL losses of 20,000 and 40,000, respectively, in the same periods of 2015. The residential NAL losses continue to reflect the economic slowdown, the ongoing trend of substitution to wireless and Internet-based services, and increased competition, partially mitigated by the success of our bundled service offerings and our customers first initiatives.

 

·                  Other services and equipment was relatively flat year over year in both the second quarter of 2016 and the first six months of 2016.

 

Other operating income decreased year over year by $3 million in the second quarter of 2016 and $11 million in the first six months of 2016, mainly due to a decrease in amounts recognized from the regulatory price cap deferral account for provisioning broadband Internet services to eligible rural and remote communities, as well as an increase in the provisions on certain investments. Partly offsetting this decline was net gains and equity income on real estate joint venture developments.

 

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Intersegment revenue represents services provided to the wireless segment. Such revenue is eliminated upon consolidation along with the associated expenses.

 

Operating expenses — Wireline segment

 

 

 

Second quarters ended June 30

 

Six-month periods ended June 30

 

($ millions)

 

2016

 

2015

 

Change

 

2016

 

2015

 

Change

 

Goods and services purchased1

 

576

 

589

 

(2.2

)%

1,143

 

1,150

 

(0.6

)%

Employee benefits expense1

 

470

 

472

 

(0.4

)%

972

 

919

 

5.8

%

Total operating expenses

 

1,046

 

1,061

 

(1.4

)%

2,115

 

2,069

 

2.2

%

 


(1)         Includes restructuring and other costs. (See Section 11.1 Non-GAAP and other financial measures.)

 

·                  Goods and services purchased decreased year over year by $13 million in the second quarter and $7 million in the first six months of 2016, reflecting lower transit and termination costs and lower equipment costs related to declining equipment revenue, partly offset by increased network operating and administrative costs to support our growing subscriber base, and higher advertising and promotional expenses in support of bundled offerings.

 

·                  Employee benefits expense decreased year over year by $2 million in the second quarter of 2016 mainly from a decline in labour-related restructuring costs, lower defined benefit pension plan and share-based compensation expenses, and lower compensation and benefits costs resulting from decrease in the number of domestic employees, in part due to the reduction of FTE positions announced in late 2015. This decline was partly offset by growth in the number of TELUS International employees to support increased business process outsourcing revenue and inflationary compensation increases.

 

For the six-month period, employee benefits expenses increased year over year by $53 million, primarily due to growth in the number of TELUS International employees to support increased business process outsourcing revenue, inflationary compensation increases and higher labour-related restructuring costs from efficiency initiatives, including the announcement in late 2015 noted above. This was partially offset by lower compensation and benefits costs resulting from a decrease in domestic employees, as well as lower defined benefit pension plan and share-based compensation expenses.

 

EBITDA — Wireline segment

 

 

 

Second quarters ended June 30

 

Six-month periods ended June 30

 

($ millions, except margins)

 

2016

 

2015

 

Change

 

2016

 

2015

 

Change

 

EBITDA

 

396

 

362

 

9.6

%

780

 

753

 

3.6

%

Add back restructuring and other costs

 

14

 

23

 

(39.1

)%

53

 

34

 

55.9

%

EBITDA — excluding restructuring and other costs

 

410

 

385

 

6.5

%

833

 

787

 

5.8

%

Deduct net gains and equity income from real estate joint venture developments

 

(5

)

 

n/m

 

(5

)

 

n/m

 

Adjusted EBITDA

 

405

 

385

 

5.5

%

828

 

787

 

5.3

%

EBITDA margin (%)

 

27.5

 

25.4

 

2.1

pts.

26.9

 

26.7

 

0.2

pts.

Adjusted EBITDA margin1 (%)

 

28.2

 

27.0

 

1.2

pts.

28.7

 

27.9

 

0.8

pts.

 


(1)   The calculation of the Adjusted EBITDA margin excludes the net gains and equity income on real estate joint venture developments from both EBITDA and Operating revenues, and excludes restructuring and other costs from EBITDA

 

Wireline EBITDA increased year over year by $34 million in the second quarter of 2016, primarily from growth in data service revenues, lower labour-related restructuring and other costs, declining transit and termination costs, as well as net revenue impacts from the real estate joint venture developments, partly offset by continued declines in legacy voice services and approximately $3 million of costs and revenue impacts related to severe wildfires in northern Alberta in the second quarter of 2016. In the first six months of 2016, wireline EBITDA increased year over year by $27 million due to similar factors as noted above for the second quarter, except for higher labour-related restructuring and other costs. Wireline adjusted EBITDA increased year over year by 5.5% and 5.3%, respectively, in the quarter and six-month period, as compared to operating revenue increases of 1.0% and 2.4%, respectively, excluding the net revenue impacts from the real estate joint venture developments. This reflects our execution on cost efficiency programs, as well as improving margins in data services, including Internet, business process outsourcing services, TELUS TV, and TELUS Health services.

 

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24



 

6.              Changes in financial position

 

Financial position at:

 

June 30

 

Dec. 31

 

 

 

 

 

 

 

($ millions)

 

2016

 

2015

 

Change

 

Change includes:

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

Cash and temporary investments, net

 

428

 

223

 

205

 

92

%

See Section 7 Liquidity and capital resources

 

Accounts receivable

 

1,317

 

1,428

 

(111

)

(8

)%

Seasonal reduction in accounts receivable, including a decrease in wireless dealer receivables and a decrease in days outstanding in customer receivables

 

Income and other taxes receivable

 

21

 

1

 

20

 

n/m

 

n/m

 

Inventories

 

351

 

360

 

(9

)

(3

)%

Decrease in wireless handset inventory due to a seasonally lower volume of handsets on hand during the second quarter

 

Prepaid expenses

 

359

 

213

 

146

 

69

%

Prepaid expenses increased due to the annual prepayment of statutory employee benefits, annual wireless spectrum licence fees, property taxes and maintenance contracts made, net of amortization

 

Real estate joint venture advances

 

41

 

66

 

(25

)

(38

)%

Commencement of repayment of construction credit facility concurrent with commencement of closing of residential condominium unit sales

 

Current derivative assets

 

11

 

40

 

(29

)

(73

)%

Decrease in U.S. currency hedging items.

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

Short-term borrowings

 

103

 

100

 

3

 

3

%

See Section 7.7 Sale of trade receivables

 

Accounts payable and accrued liabilities

 

1,983

 

1,990

 

(7

)

%

Decrease in payroll and other employee-related liabilities due to payment of variable pay for 2015 made in the first quarter of 2016, partly offset by accrued liabilities related to our broadband infrastructure investments

 

Income and other taxes payable

 

28

 

108

 

(80

)

(74

)%

Decrease due to the final tax payment for the 2015 taxation year made in the first quarter of 2016

 

Dividends payable

 

274

 

263

 

11

 

4

%

n/m

 

Advance billings and customer deposits

 

749

 

760

 

(11

)

(1

)%

Decrease in advance billings arising from a seasonally lower number of wireless handsets shipped to external distribution channels during the second quarter

 

Provisions

 

170

 

197

 

(27

)

(14

)%

n/m

 

Current maturities of long-term debt

 

1,688

 

856

 

832

 

97

%

Increase in outstanding commercial paper of $719 million, as well as amounts reclassified from long-term debt relating to upcoming maturity of $700 million of our 4.95% Notes, Series CD in March 2017, offset by redemption of $600 million of our 3.65% Notes, Series CI in May 2016

 

Current derivative liabilities

 

20

 

2

 

18

 

n/m

 

An increase in U.S. currency hedging items.

 

Working capital
(Current assets subtracting Current liabilities)

 

(2,487

)

(1,945

)

(542

)

(28

)%

Working capital decreased in the second quarter of 2016 primarily as a result of an increase in our commercial paper.

 

 

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25



 

Financial position at:

 

June 30

 

Dec. 31

 

 

 

 

 

 

 

($ millions)

 

2016

 

2015

 

Change

 

Change includes:

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

10,043

 

9,736

 

307

 

3

%

See Capital expenditures in Section 7.3 Cash used by investing activities and Depreciation in Section 5.3

 

Intangible assets, net

 

10,250

 

9,985

 

265

 

3

%

See Capital expenditures in Section 7.3 Cash used by investing activities and Amortization of intangible assets in Section 5.3

 

Goodwill, net

 

3,761

 

3,761

 

 

%

 

Other long-term assets

 

630

 

593

 

37

 

6

%

Pension and post-retirement assets increased due to positive returns earned on plan assets.

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

Provisions

 

418

 

433

 

(15

)

(3

)%

n/m

 

Long-term debt

 

10,834

 

11,182

 

(348

)

(3

)%

See Section 7.4 Cash provided (used) by financing activities

 

Other long-term liabilities

 

709

 

688

 

21

 

3

%

Other long-term liabilities increased due to an increase in the accrual for share-based compensation.

 

Deferred income taxes

 

2,155

 

2,155

 

 

%

 

Owners’ equity

 

 

 

 

 

 

 

 

 

 

 

Common equity

 

8,073

 

7,672

 

401

 

5

%

Net income of $794 million, Other comprehensive income of $3 million, impact on contributed surplus arising from subsidiary issuance of shares to non-controlling interest of $240 million, net of dividend declarations of $535 million, and share purchase activity under our normal course issuer bid program of $101 million (see Section 7.4 Cash provided (used) by financing activities)

 

Non-controlling interest

 

8

 

 

8

 

n/m

 

Impact arising from subsidiary issuance of shares to non-controlling interest of $4 million and Other comprehensive income attributable to the non-controlling interest of $4 million (see Section 7.4 Cash provided (used) by financing activities).

 

 

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26



 

7.              Liquidity and capital resources

 

Our discussion in this section is qualified in its entirety by the Caution regarding forward-looking statements at the beginning of this MD&A.

 

7.1 Overview

 

Our capital structure financial policies, financing plan and report on financing and capital structure management plans are described in Section 4.3.

 

Cash flows

 

 

 

Second quarters ended June 30

 

Six-month periods ended June 30

 

($ millions)

 

2016

 

2015

 

Change

 

2016

 

2015

 

Change

 

Cash provided by operating activities

 

892

 

943

 

(5.4

)%

1,455

 

1,661

 

(12.4

)%

Cash used by investing activities

 

(735

)

(2,377

)

69.1

%

(1,395

)

(3,303

)

57.8

%

Cash provided (used) by financing activities

 

(207

)

(68

)

n/m

 

145

 

1,659

 

(91.3

)%

Increase (decrease) in Cash and temporary investments, net

 

(50

)

(1,502

)

96.7

%

205

 

17

 

n/m

 

Cash and temporary investments, net, beginning of period

 

478

 

1,579

 

(69.7

)%

223

 

60

 

n/m

 

Cash and temporary investments, net, end of period

 

428

 

77

 

n/m

 

428

 

77

 

n/m

 

 

7.2 Cash provided by operating activities

 

Cash provided by operating activities decreased year over year by $51 million in the second quarter of 2016 and $206 million in the first six months of 2016.

 

Analysis of changes in cash provided by operating activities

 

($ millions)

 

Second
quarter

 

Six-month
period

 

Cash provided by operating activities, three-month and six-month periods ended June 30, 2015

 

943

 

1,661

 

Year-over-year changes:

 

 

 

 

 

Higher EBITDA (See Section 5.4 Wireless segment and Section 5.5 Wireline segment)

 

108

 

113

 

Lower (higher) share-based compensation cash outflows, net of expense

 

(3

)

36

 

Higher (lower) employer contributions to defined benefits plans, net of expense

 

3

 

(1

)

Higher restructuring disbursements, net of restructuring expenses

 

(53

)

(74

)

Higher interest paid, net of received

 

(5

)

(43

)

Higher income taxes paid, net of recoveries received

 

(87

)

(245

)

Other operating working capital changes

 

(14

)

8

 

Cash provided by operating activities, three-month and six-month periods ended June 30, 2016

 

892

 

1,455

 

 

·                  Restructuring disbursements, net of expenses, increased year over year driven by various operational efficiency and effectiveness initiatives in 2015 and first quarter of 2016, including the reduction of full-time equivalent (FTE) positions announced in November 2015.

 

·                  Income taxes paid, net of refunds received, increased in the second quarter and the first six months of 2016. The increase in the quarter reflects higher required instalment payments, as well as higher refunds received in the comparative period in 2015. The increase for the six-month period also includes a higher final income tax payment for the 2015 income tax year than was required in the comparable period of 2015 for the 2014 income tax year, mainly due to the use of Public Mobile losses in 2014.

 

7.3 Cash used by investing activities

 

Cash used by investing activities decreased year over year by $1,642 million in the second quarter of 2016 and $1,908 million in the first six months of 2016. The changes included the following:

 

·                  A year-over-year decrease of $60 million in Cash payments for capital assets (excluding spectrum licences) in the second quarter of 2016 and $27 million in the first six months of 2016. This was composed of:

 

·                  A year-over-year increase of $105 million in capital expenditures in the second quarter of 2016 and $88 million in the first six months of 2016 (see table and discussion below).

 

 

27



 

·                  Lower capital expenditure payments with respect to payment timing differences, as associated Accounts payable and accrued liabilities increased year over year by $165 million in the second quarter of 2016 and $115 million in the first six months of 2016.

 

·                  In the second quarter and first six months of 2016, cash payments for spectrum licences were $145 million. Comparatively, we paid $1,688 million in the second quarter of 2015 and $1,990 million in the first six months of 2015 for the AWS-3 and 2500 MHz spectrum licences acquired in Innovation, Science and Economic Development Canada’s (ISED) wireless spectrum auctions.

 

·                  Receipts from real estate joint ventures, net of advances and contributions, were in the amount of $30 million in the second quarter of 2016 and $18 million in the first six months of 2016, mainly from a $40 million repayment of construction financing from the TELUS Garden real estate joint venture. For the comparable periods in 2015, advances and contributions from the real estate joint ventures, net of receipts, were $15 million and $22 million, respectively, which primarily reflect advances under construction credit facilities commensurate with construction progress.

 

Capital expenditure measures

 

 

 

Second quarters ended June 30

 

Six-month periods ended June 30

 

($ millions, except capital intensity)

 

2016

 

2015

 

Change

 

2016

 

2015

 

Change

 

Capital expenditures excluding spectrum licences1

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless segment

 

258

 

227

 

13.7

%

438

 

475

 

(7.8

)%

Wireline segment

 

511

 

437

 

16.9

%

949

 

824

 

15.2

%

Consolidated

 

769

 

664

 

15.8

%

1,387

 

1,299

 

6.8

%

Wireless segment capital intensity (%)

 

15

 

13

 

2

pts.

13

 

14

 

(1

)pt.

Wireline segment capital intensity (%)

 

35

 

31

 

4

pts.

33

 

29

 

4

pts.

Consolidated capital intensity2 (%)

 

24

 

21

 

3

pts.

22

 

21

 

1

pt.

 


(1)         Capital expenditures include assets purchased, but not yet paid for, and therefore differ from Cash payments for capital assets, as presented on the interim consolidated statements of cash flows.

(2)         See calculation and description in Section 11.1 Non-GAAP and other financial measures.

 

Wireless segment capital expenditures increased year over year by $31 million in the second quarter of 2016, primarily due to continued investments in our fibre-optic network to support our small-cell technology strategy to improve coverage and prepare for a more efficient and timely evolution to 5G. For the first six months of 2016, wireless capital expenditures decreased year over year by $37 million mainly from lower spending on the deployment of spectrum partly offset by the increased investments in our fibre-optic network. During the first six months of 2016, we continued our deployment of the 700 MHz spectrum and the 2500 MHz spectrum. We also continued to invest in system and network resiliency and reliability in support of our ongoing customers first initiatives and to ready the network and systems for future retirement of legacy assets.

 

Wireline segment capital expenditures increased year over year by $74 million in the second quarter of 2016 and $125 million in the first six months of 2016. The increases were due to continuing investments in our broadband infrastructure, including connecting more homes and businesses directly to our fibre-optic network. This investment supports our high-speed Internet and Optik TV subscriber growth, as well as our customers’ demand for faster Internet speeds, and extends the reach and functionality of our business and healthcare solutions. We also continued to make investments in system and network resiliency and reliability.

 

7.4 Cash provided (used) by financing activities

 

Net cash used by financing activities was $207 million in the second quarter of 2016, as compared to $68 million net cash used by financing activities in the second quarter of 2015. Net cash provided by financing activities was $145 million in the first six months of 2016, as compared to $1.7 billion in the first six months of 2015. Financing activities included the following:

 

Dividends paid to the holders of Common Shares

 

Dividends paid to the holders of Common Shares totalled $261 million in the second quarter of 2016, an increase of $18 million from the second quarter of 2015. Dividends paid for the first six months of 2016 were $524 million, an increase of $37 million from the first six months of 2015. The increases reflect higher dividend rates under our dividend growth program (see Section 4.3), partially offset by lower outstanding shares resulting from shares purchased and cancelled under our normal course issuer bid (NCIB) program. Subsequent to June 30, 2016, we paid dividends of $274 million to the holders of Common Shares in July 2016.

 

 

28



 

Purchase of Common Shares for cancellation

 

Under the 2016 NCIB, we purchased approximately two million shares for $61 million in the second quarter of 2016 and approximately three million shares for $111 million in the first six months of 2016. See Section 4.3 for details of our planned multi-year share purchase program. No shares were purchased in the month of July 2016.

 

Normal course issuer bid in 2016

 

Period

 

Common Shares
purchased and
cancelled (millions)

 

Average purchase
price per share ($)

 

Purchase costs
($ millions)

 

Increase (decrease)
in Accounts payable
($ millions)

 

Cash outflow
($ millions)

 

First quarter

 

1

 

37.77

 

50

 

(10

)

60

 

Second quarter

 

2

 

38.43

 

61

 

 

61

 

Total

 

3

 

38.12

 

111

 

(10

)

121

 

 

Short-term borrowings

 

Short-term borrowings are composed primarily of amounts advanced to us from an arm’s-length securitization trust pursuant to the transfer of receivables securitization transactions (see Section 7.7 Sale of trade receivables). Such proceeds were $100 million at June 30, 2016, down $400 million from the balance at June 30, 2015.

 

Long-term debt issues and repayments

 

Long-term debt repayments, net of issues, were $173 million in the second quarter of 2016 primarily from the repayment of the Series CI Notes of $600 million in May 2016. This was partly offset by amounts drawn on the TELUS International (Cda) Inc. (TI) credit facility of $359 million at June 30, 2016, as well as an increase in commercial paper from $891 million (U.S.$686 million) at March 31, 2016, to $975 million (U.S.$755 million) at June 30, 2016. Long-term debt issues, net of repayments, were $504 million in the first six months of 2016, which was primarily from an increase in commercial paper from $256 million at December 31, 2015, as well as the amounts drawn on the TI credit facility, partly offset by the repayment of the Series CI Notes noted above.

 

In comparison, Long-term debt repayments, net of issues, were $119 million in the second quarter of 2015, whereas long-term debt issues, net of repayments, were $2.0 billion in the first six months of 2015. These were composed of:

 

·                  A March 24, 2015, public issue of $1.75 billion in senior unsecured notes in three series: a $250 million offering at 1.50% due March 27, 2018, a $1.0 billion offering at 2.35% due March 28, 2022, and a $500 million offering at 4.40% due January 29, 2046. The net proceeds were used to fund a portion of the $1.5 billion purchase price of the AWS-3 wireless spectrum licences and the remainder was used for general corporate purposes.

·                  A net decrease in commercial paper of $519 million in the second quarter of 2015 and $130 million in the first six months of 2015, to a balance of $NIL as at June 30, 2015.

·                  A net increase in amounts drawn on our five-year revolving credit facility of $400 million in the second quarter of 2015 and first six months of 2015.

 

Our average term to maturity of long-term debt (excluding commercial paper and the revolving component of the TI credit facility) has increased to approximately 11.0 years at June 30, 2016, compared to approximately 10.9 years at June 30, 2015. Additionally, our weighted average cost of long-term debt (excluding commercial paper and the revolving component of the TI credit facility) was 4.32% at June 30, 2016, as compared to 4.42% at June 30, 2015.

 

Issue of shares by subsidiary to non-controlling interest

 

In June 2016, a subsidiary issued shares to Baring Private Equity Asia for it to acquire a 35% non-controlling interest in TELUS International (Cda) Inc. (See Section 1.3 Consolidated highlights.) Cash proceeds net of issue costs currently paid were $292 million in the second quarter of 2016.

 

7.5 Liquidity and capital resource measures

 

Net debt was $12.3 billion at June 30, 2016, an increase of $0.5 billion when compared to one year earlier, resulting mainly from incremental debt issued in the fourth quarter of 2015, in which the net proceeds were used to repay outstanding commercial paper and to fund the repayment, on maturity, of a portion of the $600 million principal amount outstanding on TELUS’ Series CI Notes due May 2016, with the balance to be used for general corporate purposes.

 

Fixed-rate debt as a proportion of total indebtedness was 89% at June 30, 2016, down from 92% one year earlier, mainly due to an increase in commercial paper, which emulates floating-rate debt.

 

 

29



 

Net debt to EBITDA — excluding restructuring and other costs ratio was 2.67 times, as measured for June 30, 2016, consistent with one year earlier. Our long-term objective for this measure is within a range of 2.00 to 2.50 times, which we believe is consistent with maintaining investment grade credit ratings in the range of BBB+, or the equivalent, and providing reasonable access to capital. As at June 30, 2016, this ratio was outside of the long-term objective range due to the issuance of incremental debt primarily for the acquisition of spectrum licences, which were auctioned in unprecedented amounts and in atypical concentrations during 2014 and 2015, offset by growth in EBITDA — excluding restructuring and other costs. These acquired licences have more than doubled our national spectrum holdings and represent an investment to extend our network capacity to support continuing data consumption growth, as well as growth in our wireless customer base. We will endeavour to return this ratio to within the objective range in the medium term, as we believe that this range is supportive of our long-term strategy. While this ratio exceeds our long-term objective range, we are well in compliance with the leverage ratio covenant in our credit facilities, which states that we may not permit our net debt to operating cash flow ratio to exceed 4.00:1.00 (see Section 7.6 Credit facilities).

 

Liquidity and capital resource measures

 

As at, or 12-month periods ended, June 30

 

2016

 

2015

 

Change

 

Components of debt and coverage ratios1 ($ millions)

 

 

 

 

 

 

 

Net debt

 

12,257

 

11,795

 

462

 

EBITDA — excluding restructuring and other costs

 

4,596

 

4,414

 

182

 

Net interest cost

 

525

 

460

 

65

 

Debt ratios

 

 

 

 

 

 

 

Fixed-rate debt as a proportion of total indebtedness (%)

 

89

 

92

 

(3

)pts.

Average term to maturity of long-term debt (excluding commercial paper) (years)

 

11.0

 

10.9

 

0.1

 

Net debt to EBITDA — excluding restructuring and other costs1 (times)

 

2.67

 

2.67

 

 

Coverage ratios1 (times)

 

 

 

 

 

 

 

Earnings coverage

 

4.6

 

5.1

 

(0.5

)

EBITDA — excluding restructuring and other costs interest coverage

 

8.8

 

9.6

 

(0.8

)

Other measures (%)

 

 

 

 

 

 

 

Dividend payout ratio of adjusted net earnings1

 

75

 

68

 

7

pts.

Dividend payout ratio1

 

74

 

69

 

5

pts.

 


(1)         See Section 11.1 Non-GAAP and other financial measures.

 

Earnings coverage ratio for the 12-month period ended June 30, 2016, was 4.6 times, down from 5.1 times one year earlier. Higher borrowing costs reduced the ratio by 0.4, while lower income before borrowing costs and income taxes reduced the ratio by 0.1.

 

EBITDA — excluding restructuring and other costs interest coverage ratio for the 12-month period ended June 30, 2016, was 8.8 times, down from 9.6 times one year earlier. An increase in net interest costs reduced the ratio by 1.2, while growth in EBITDA — excluding restructuring and other costs increased the ratio by 0.4. (See Section 7.6 Credit facilities.)

 

Dividend payout ratios: Actual dividend payout decisions will continue to be subject to our Board’s assessment and the determination of our financial position and outlook, as well as our long-term dividend payout ratio guideline of 65 to 75% of prospective net earnings per share. The disclosed basic and adjusted dividend payout ratios are historical measures utilizing the last four quarters of dividends declared and earnings per share. These historical measures are presented for illustrative purposes in evaluating our target guideline, and for the 12-month period ended June 30, 2016, were consistent with the objective range.

 

7.6 Credit facilities

 

At June 30, 2016, we had available liquidity of approximately $1.3 billion from unutilized credit facilities, including approximately $55 million available liquidity from the TI credit facility, and $119 million available from uncommitted letters of credit facilities, as well as $400 million available under our trade receivables securitization program (see Section 7.7 Sale of trade receivables). This adheres to our objective of generally maintaining at least $1.0 billion of available liquidity.

 

Revolving credit facility

 

We have a $2.25 billion (or U.S. dollar equivalent) revolving credit facility with a syndicate of 15 financial institutions that was renewed in the second quarter of 2016 and expires on May 31, 2021. The revolving credit facility is used for general corporate purposes, including the backstop of commercial paper, as required.

 

 

30



 

TELUS revolving credit facility at June 30, 2016

 

($ millions)

 

Expiry

 

Size

 

Drawn

 

Outstanding
undrawn
letters of
credit

 

Backstop for
commercial
paper
program

 

Available
liquidity

 

Five-year revolving facility1

 

May 31, 2021

 

2,250

 

 

 

975

 

1,275

 

 


(1)              Canadian dollars or U.S. dollar equivalent.

 

Our revolving credit facility contains customary covenants, including a requirement that we not permit our consolidated leverage ratio to exceed 4.00 to 1.00 and that we not permit our consolidated coverage ratio to be less than 2.00 to 1.00, at the end of any financial quarter. Our consolidated leverage ratio was approximately 2.67 to 1.00 as at June 30, 2016, and our consolidated coverage ratio was approximately 8.75 to 1.00 as at June 30, 2016. These ratios are expected to remain well above the covenants. There are certain minor differences in the calculation of the leverage ratio and coverage ratio under the revolving credit facility, as compared with the calculation of Net debt to EBITDA — excluding restructuring and other costs and EBITDA — excluding restructuring and other costs interest coverage. Historically, the calculations have not been materially different. The covenants are not impacted by revaluation, if any, of Property, plant and equipment, Intangible assets or Goodwill for accounting purposes. Continued access to our credit facilities is not contingent on maintaining a specific credit rating.

 

Commercial paper

 

TELUS Corporation has an unsecured commercial paper program, which is backstopped by our revolving credit facility, enabling us to issue commercial paper up to a maximum aggregate amount of $1.4 billion at June 30, 2016, including a U.S. dollar denominated commercial paper program for up to U.S. $1.0 billion within this maximum aggregate amount. The commercial paper program is to be used for general corporate purposes, including, but not limited to, capital expenditures and investments. Our ability to reasonably access the commercial paper market in Canada and the U.S. is dependent on our credit ratings (see Section 7.8 Credit ratings).

 

Other letter of credit facilities

 

At June 30, 2016, we had $219 million of letters of credit outstanding (December 31, 2015 - $202 million), issued under various uncommitted facilities; such letter of credit facilities are in addition to the ability to provide letters of credit pursuant to our committed bank credit facility. Available liquidity under various uncommitted letters of credit facilities was $119 million at June 30, 2016.

 

7.7 Sale of trade receivables

 

TELUS Communications Inc., a wholly owned subsidiary of TELUS, is a party to an agreement with an arm’s-length securitization trust associated with a major Schedule I Canadian bank, under which it is able to sell an interest in certain trade receivables for an amount up to a maximum of $500 million. The agreement is in effect until December 31, 2018, and available liquidity was $400 million as at June 30, 2016. (See Note 19 of the interim consolidated financial statements.) Sales of trade receivables in securitization transactions are recognized as collateralized Short-term borrowings and thus do not result in our de-recognition of the trade receivables sold.

 

TELUS Communications Inc. is required to maintain at least a BB credit rating by DBRS Ltd. or the securitization trust may require the sale program to be wound down prior to the end of the term. The necessary credit rating was exceeded as of August 5, 2016.

 

7.8 Credit ratings

 

There were no changes to our investment grade credit ratings as of August 5, 2016.

 

7.9 Financial instruments, commitments and contingent liabilities

 

Financial instruments

 

Our financial instruments and the nature of certain risks that they may be subject to were described in Section 7.9 of our 2015 MD&A.

 

Liquidity risk

 

As a component of our capital structure financial policies, discussed in Section 4.3 Liquidity and capital resources, we manage liquidity risk and, therefore, our ability to meet current and future working capital requirements by: maintaining a daily cash pooling process that enables us to manage our available liquidity and our liquidity requirements according to our actual needs; maintaining bilateral bank facilities and a syndicated credit facility (see Section 7.6 Credit facilities); maintaining an agreement to sell trade receivables to an arm’s-length securitization trust; maintaining a commercial

 

 

31



 

paper program; maintaining an in-effect shelf prospectus; continuously monitoring forecast and actual cash flows; and managing maturity profiles of financial assets and financial liabilities.

 

As of the date of this MD&A, we can offer up to $3.0 billion of long-term debt or equity securities pursuant to a shelf prospectus that is effective until April 2018.

 

At June 30, 2016, we had available liquidity of $1.3 billion from unutilized credit facilities and $119 million from uncommitted letters of credit facilities (see Section 7.6 Credit facilities), as well as $400 million available under our trade receivables securitization program (see Section 7.7 Sale of trade receivables). We also had $428 million in cash and temporary investments at June 30, 2016. This adheres to our objective of generally maintaining at least $1 billion of available liquidity. We believe that our investment grade credit ratings contribute to reasonable access to capital markets.

 

Commitments and contingent liabilities

 

Purchase obligations

 

As at June 30, 2016, our contractual commitments related to the acquisition of property, plant and equipment were $461 million through to December 31, 2018, as compared to $326 million over a period ending December 31, 2017, reported in our 2015 annual report, primarily driven by the increase in commitments related to broadband expansion.

 

Indemnification obligations

 

At June 30, 2016, we had no liability recorded in respect of indemnification obligations.

 

Claims and lawsuits

 

A number of claims and lawsuits (including class actions and intellectual property infringement claims) seeking damages and other relief are pending against us and, in some cases, numerous other wireless carriers and telecommunications service providers. As well, we have received notice of, or are aware of, certain possible claims (including intellectual property infringement claims) against us.

 

It is not currently possible for us to predict the outcome of such claims, possible claims and lawsuits due to various factors, including: the preliminary nature of some claims; uncertain damage theories and demands; an incomplete factual record; uncertainty concerning legal theories, procedures and their resolution by the courts, at both the trial and the appeal levels; and the unpredictable nature of opposing parties and their demands. However, when it is determined in respect of a particular claim that payments to claimants are probable, we accrue an estimate of the liability.

 

However, subject to the foregoing limitations, management is of the opinion, based upon legal assessments and information presently available, that it is unlikely that any liability, to the extent not provided for through insurance or otherwise, would have a material effect on our financial position and the results of our operations, including cash flows, with the exception of the items disclosed in Note 23(a) of the interim consolidated financial statements.

 

7.10 Outstanding share information

 

Outstanding shares (millions)

 

June 30, 2016

 

July 31, 2016

 

Common Shares

 

592

 

592

 

Common Share options — all exercisable

 

2

 

2

 

 

7.11 Transactions between related parties

 

Investments in significant controlled entities

 

As at June 30, 2016, TELUS Corporation controlled 100% of the equity of TELUS Communications Inc., which, in turn, ultimately controlled 100% of the equity of TELUS Communications Company and TELE-MOBILE COMPANY. This is unchanged from December 31, 2015.

 

Transactions with key management personnel

 

Our key management personnel have authority and responsibility for overseeing, planning, directing and controlling our activities. They consist of our Board of Directors and our Executive Leadership Team. Total compensation expense amounts for key management personnel were $9 million and $25 million, respectively, in the second quarter and first six months of 2016, as compared to $13 million and $24 million, respectively, in the comparable periods of 2015. See Note 24(a) of the interim consolidated financial statements for additional detail.

 

Transactions with defined benefit pension plans

 

We made employer contributions to defined benefit pension plans as shown in the table in Section 7.2. We also provided management and administrative services to our defined benefit pension plans. Charges for these services were on a cost recovery basis and were immaterial.

 

 

32



 

Transactions with real estate joint ventures

 

In the first six months of 2016, we had transactions with real estate joint ventures, which are related parties to us, as set out in Note 18 of our interim consolidated financial statements. In regard to the TELUS Garden real estate joint venture, commitments and contingent liabilities include construction-related contractual commitments through to 2016 (approximately $9 million at June 30, 2016) and construction credit facilities ($56 million with two Canadian financial institutions as 50% lender and TELUS as 50% lender). As at June 30, 2016, the proportion of space leased in the TELUS Garden office tower was approximately 98%. The sale of the TELUS Garden residential condominium units has begun and sale of the remaining residential condominium units are expected to be completed in the second half of 2016.

 

For the TELUS Sky™ real estate joint venture, commitments and contingent liabilities include construction-related contractual commitments through to 2018 (approximately $128 million at June 30, 2016) and construction credit facilities ($342 million with three Canadian financial institutions as 66-2/3% lender and TELUS as 33-1/3% lender).

 

8.              Accounting matters

 

8.1 Critical accounting estimates

 

Our significant accounting policies are described in Note 1 of the Consolidated financial statements dated December 31, 2015. Our critical accounting estimates and significant judgments are described in Section 8.1 of our 2015 annual MD&A. The preparation of financial statements in conformity with IFRS requires us to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our critical accounting estimates and significant judgments are generally discussed with the Audit Committee each quarter.

 

8.2 Accounting policy developments

 

Our accounting policy developments were discussed in Section 8.2 Accounting policy developments of our 2015 annual MD&A, and updated in Section 8.2 of our 2016 Q1 MD&A. See Note 2 of the interim consolidated financial statements for additional details.

 

9.              Update to assumptions

 

Our discussion in this section is qualified in its entirety by the Caution regarding forward-looking statements at the beginning of this MD&A.

 

The assumptions for our 2016 outlook, as described in Section 9 General trends, outlook and assumptions of our 2015 annual MD&A, and updated in Section 9 Update to assumptions of our 2016 Q1 MD&A, remain the same, except as updated below.

 

·                  Our revised estimate for economic growth in Canada is approximately 1.3% in 2016 (previously 1.4%). For our incumbent local exchange carrier (ILEC) provinces in Western Canada, we estimate that economic growth in British Columbia will be approximately 2.9% in 2016 (previously 2.5%), and that economic contraction in Alberta will be approximately (2.0)% in 2016 (previously economic contraction in the range of (1.0)% to (1.5)%). (See Section 1.2 The environment in which we operate.)

 

 

33



 

10.       Risks and risk management

 

Our discussion in this section is qualified in its entirety by the Caution regarding forward-looking statements at the beginning of this MD&A. Our principal risks and uncertainties that could affect our future business results and our associated risk mitigation activities were described in our 2015 annual MD&A and updated in our 2016 Q1 MD&A. Certain updates follow.

 

10.1 Regulatory matters

 

The following are updates to Section 10.4 Regulatory matters in our 2015 annual MD&A.

 

Our telecommunications, broadcasting and radiocommunication services are regulated under federal laws by the CRTC, the Minister of Innovation, Science and Economic Development Canada (ISED) and the Minister of Canadian Heritage. These laws and accompanying regulations relate to, among other matters, rates, terms and conditions for the provision of telecommunications services, licensing of broadcast services, licensing of spectrum and radio apparatus, and restrictions on ownership and control by non-Canadians. The outcome of regulatory proceedings, reviews, appeals, policy announcements, court cases and other developments could have a material impact on our operating procedures and profitability.

 

Radiocommunication licences and wireless roaming and tower sharing requirements

 

Recent court ruling — Rogers Communications Inc. v. Chateauguay (City)

 

On June 16, 2016, the Supreme Court of Canada (the Court) confirmed that federal jurisdiction over radiocommunication infrastructure, including the siting of that infrastructure, is exclusive. The Court’s decision overturns the May 30, 2014, Quebec Court of Appeal ruling which held that a municipality can determine the location of a radiocommunication system including communications antennae. The effect of the Court’s decision is in fact broader, as it affirms exclusive federal authority over both wireless and wireline infrastructure, such as telephone poles and other support structures. The decision affirms that carriers are immune from the application of otherwise valid provincial legislation, such as land use laws, where such laws impact network infrastructure, including if, how and where to build such infrastructure. This decision is positive for TELUS because it confirms that the deployment of wireless (and wireline) infrastructure can proceed exclusively under federal authority.

 

3500 MHz spectrum licences

 

On April 21, 2016, we received approval from ISED on our transfer application with Xplornet Communications Inc., requesting a spectrum swap of our 3500 MHz fixed wireless access spectrum licences in secondary and tertiary regions for Xplornet’s 2300 MHz spectrum licences in similar regions (see Section 2 Core business and strategy).

 

Regulatory and federal government reviews

 

The CRTC has recently initiated public proceedings to review, among other issues, differential pricing practices related to Internet data plans that could affect TELUS’ business results. The CRTC is also conducting further followup related to past proceedings on wireline wholesale services (including the appropriateness of mandating competitor access to our fibre-to-the-premises (FTTP) facilities) and wireless wholesale services that could also impact TELUS. The CRTC’s decision to require pro-rated refunds, the recently concluded basic telecommunications services proceeding and the Commission’s future review of TELUS’ broadcasting licences are also reviewed below, as is the federal government’s ongoing cultural policy review.

 

Examination of differential pricing practices related to Internet data plans

 

On May 18, 2016, the CRTC issued Telecom Notice of Consultation CRTC 2016-192 in which it announced its intention to examine differential pricing practices for Internet data plans. In general terms, differential pricing occurs when the same or a similar product or service is sold to customers at different prices. Differential pricing is a normal feature of competitive markets, including telecommunications markets. Examples of differential pricing practices include zero-rating (when an Internet service provider (ISP) exempts data traffic from a particular application or a set of applications from a monthly data plan, which is often sold to consumers at a fixed monthly price) and sponsored data (where companies sponsor the data usage for specific content allowing an ISP’s customers to access this content with no impact to monthly data plan allowances). The proceeding stems from a previous zero-rating complaint concerning Videotron’s pricing practices when offering its unlimited music service to its mobile wireless customers. The CRTC’s stated objective in this proceeding is to develop an overall approach to differential pricing for Internet data plans, as opposed to adjudicating complaints on a case-by-case basis. A public hearing is scheduled to commence on October 31, 2016. The potential impact of this decision on TELUS is unknown at this time.

 

CRTC decision to require pro-rated refunds

 

On May 5, 2016, the CRTC issued TELUS Communications Company — Prohibition of 30-day cancellation policies — Application regarding liquidated damages, Telecom Decision CRTC 2016-170, in which the Commission, among other

 

 

34



 

things, mandated that all service providers are to provide pro-rated refunds to customers who cancel telecommunications and broadcasting services. This decision was unexpected in that it is contradicted by guidance that TELUS and third parties had received from CRTC staff following a 2014 CRTC decision regarding prohibition of notice period for cancellation of services and in light of past decisions on the Wireless Code and notice of cancellation policies which had not required pro-rated refunds. The decision has major impacts on billing systems with no transition period provided to implement the required changes. On July 4, 2016, TELUS filed an application with the CRTC seeking guidance and clarification that the decision does not apply with respect to wireless services with a subsidized device, usage-based services and local telephone service in non-forborne exchanges. TELUS is also requesting an extension of time to implement the decision. Pending resolution of TELUS’ application, the potential impact of this decision is unknown at this time.

 

Wireless wholesale services review

 

On May 5, 2015, the CRTC issued its decision at the conclusion of its wireless wholesale services review. The main determination was that the CRTC will regulate the wholesale GSM-based domestic roaming rates that TELUS, Rogers and Bell charge new entrant wireless carriers. Proposed final tariff rates were filed by TELUS, Rogers and Bell on November 23, 2015, based on the CRTC’s Phase II costing approach. The CRTC is in the process of reviewing these tariff filings, with the announcement of the final rates expected in the latter part of 2016. While TELUS does not currently expect that the decision will have a negative material impact, the impact will be assessed once the final wholesale roaming rates have been approved.

 

Wireline wholesale services review

 

On July 22, 2015, the CRTC released Review of wholesale wireline services and associated policies, Telecom Regulatory Policy CRTC 2015-326. This decision updates the Commission’s framework for the provision of regulated wireline wholesale services and will remain in place for a minimum of five years. The decision substantially preserves the status quo established in the Commission’s 2008 wireline wholesale services framework, with two key exceptions. First, the Commission has ordered the introduction of a disaggregated wholesale high-speed Internet access service for ISP competitors. This will include access to FTTP facilities. This requirement is being phased in geographically beginning in the largest markets in Ontario and Quebec (i.e. in the serving territories of Bell Aliant, Bell Canada, Cogeco, Rogers and Videotron). The Commission has initiated a followup proceeding to determine the appropriate costs and wholesale cost-based rates in those regions where the disaggregation of wholesale high-speed Internet access service was allowed. Second, the Commission determined that the provision of access to unbundled local loops to competitors will no longer be mandated and will be phased out over a three-year transition period. Unbundled local loops are the copper lines connecting homes and businesses to the central offices in TELUS’ network. Competitors use these lines to provide voice services or low-speed Internet services to their retail customers.

 

On October 20, 2015, Bell Canada filed a review and vary application with the CRTC to amend certain aspects of Telecom Regulatory Policy CRTC 2015-326 and also filed a petition with the Governor in Council (the Federal Cabinet) to overturn the findings that would mandate wholesale access to FTTP facilities for both incumbent local exchange companies and cable-TV companies. Both of these applications have now been denied.

 

There have also been two separate applications to the CRTC filed by Allstream Inc. and MNSi Internet Inc. to review and vary the phase-out framework for access to unbundled local loops, such that continued provision of these services would be extended beyond the stated three-year phase-out period. On June 30, 2016, the CRTC denied the Allstream Inc. and MNSi Internet Inc. applications.

 

The net effect of the denial of the Bell, Allstream Inc. and MNSi Internet Inc. review and variance applications is to preserve the status quo concerning the Commission’s 2015 wireline wholesale regulatory framework.

 

Based on the CRTC’s most recent three-year work plan, the FTTP follow-up activities directed in Telecom Policy CRTC 2015-326 remain ongoing. For the first phase, which involves the disaggregated FTTP wholesale services for Bell, Rogers, Videotron and Cogeco, the technical configuration proceedings are completed and awaiting a CRTC decision, which is expected in the fourth quarter of 2016. The associated tariff and cost study review is expected to begin in the first quarter of 2017. For the second phase, which involves FTTP wholesale services for the rest of Canada (including TELUS), a technical configuration proceeding is expected to commence in the fourth quarter of 2016. The associated cost study and tariff review will follow, which is expected to take place during the second quarter of 2017.

 

TELUS anticipates no material adverse impact from the CRTC’s decision or the various followup applications to review the decision in the short term. Given the phased implementation of the mandated wholesale provision of access to our FTTP networks, it is too early to determine the ultimate impact this decision will have on TELUS in the longer term. The determination that the provision of access to unbundled local loops to competitors will no longer be mandated and will be phased out over a three-year transition period is not expected to have a material impact on TELUS.

 

 

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TELUS broadcasting licence renewals

 

TELUS’ national licence to operate a video-on-demand undertaking was granted an administrative renewal to extend the licence term to August 31, 2017 (Broadcasting Decision CRTC 2016-7 issued on January 12, 2016). This licence-term extension enables the CRTC to conduct a consultation on the standard conditions of licence of all video-on-demand licences (Broadcasting Notice of Consultation CRTC 2016-195 issued on May 20, 2016). Also, TELUS’ regional licences to operate broadcasting distribution undertakings in Alberta and British Columbia were granted an administrative renewal to extend the licence term to August 31, 2017. TELUS’ regional broadcasting distribution licence to serve Quebec also expires in 2017. The CRTC intends to initiate a proceeding in 2017 to consider the full renewal of all broadcasting distribution licences expiring that year. None of the consultation processes related to these licence renewals are expected to have a material impact on TELUS’ operations.

 

Review of Canada’s cultural policies

 

On April 22, 2016, the Minister of Canadian Heritage announced a broad review of Canada’s cultural policies that is intended to strengthen the “creation, discovery and export of Canadian content in a digital world.” The Minister has indicated that “everything is on the table”, including amendments to the Broadcasting Act and the Telecommunications Act; changes to the mandates of institutions and agencies, such as the CRTC and the CBC, and the potential introduction of new laws and establishment of new agencies.

 

The review could also result in many other changes, such as amendments to the Copyright Act, and changes to the Canada Media Fund. The first phase of the public consultation was a pre-consultation by way of an online poll, which closed May 20, 2016. A panel of experts has been appointed to define the issues which will form the basis for consultation in public hearings that were initially announced to begin in the fourth quarter of 2016.

 

Government of Quebec Bill C-74 — Blocking of certain websites associated with online gambling

 

Bill 74 was adopted on May 17, 2016, and assented to on May 18, 2016, by the National Assembly of Quebec. The provisions of this legislation, which will allow the Government of Quebec to require ISPs and wireless service providers operating in Quebec to block access to a prescribed list of gambling websites, are not yet in force (anticipated to occur in 2018). On July 8, 2016, the Public Interest Advocacy Centre filed an application with the CRTC seeking a declaration that: Bill 74 is unconstitutional; a declaration that any application by a carrier, to the CRTC, for website blocking pursuant to this legislation will be denied; and an interim injunction enjoining ISPs and wireless service providers operating in Quebec from actually blocking websites or taking steps preparatory to the implementation of Bill 74. It is too early to determine what impact this legislation may have on TELUS. In July 2016, the Canadian Wireless Telecommunications Association filed a constitutional challenge to Bill 74 in Quebec Superior Court.

 

Risk mitigation: TELUS is participating in the CRTC’s differential pricing of Internet data plans proceeding and arguing that differential pricing is generally pro-competitive, pro-consumer and a normal feature of competitive markets, including telecommunications markets. Differential pricing also benefits consumers by providing them with better bundles of services. While generally beneficial, TELUS is also arguing that differential pricing by vertically integrated communications companies for their affiliated broadcasting services might raise concerns, which can be dealt with by the CRTC pursuant to its powers under the Broadcasting Act.

 

TELUS has filed an application with the CRTC seeking to obtain guidance and clarification on interpreting and implementing the CRTC’s decision requiring pro-rated refunds to customers who cancel telecommunications and broadcasting services.

 

We participated in the wireless wholesale services review proceeding to demonstrate that the wireless marketplace is competitive and there is no need for additional CRTC regulation in respect of wireless wholesale services, including roaming rates and rates for access to wireless towers and sites. We have filed Phase II cost studies to support a proposed tariff containing final wireless roaming rates that would be available to new wireless entrants.

 

We are participating in followup CRTC proceedings for the implementation of the new disaggregated wholesale high-speed Internet access service for ISP competitors in Ontario and Quebec (including issues related to service configuration, tariff-related costing, mark-up and cost recovery) in order to influence the implementation of the service in our serving territories, when the service is phased-in.

 

We participated in the basic telecommunications services review, opposing any new industry-funded subsidies for broadband or other services.

 

We participated in the first phase of the public consultation on the review of Canada’s cultural policies and will continue to actively participate in further phases of this consultation with the objective of ensuring favourable changes in the broadcasting system while preserving important regulatory constructs.

 

 

36



 

11.       Definitions and reconciliations

 

11.1 Non-GAAP and other financial measures

 

We have issued guidance on and report certain non-GAAP measures that are used to evaluate the performance of TELUS and its segments, as well as to determine compliance with debt covenants and to manage our capital structure. As non-GAAP measures generally do not have a standardized meaning, they may not be comparable to similar measures presented by other issuers. Securities regulations require such measures to be clearly defined, qualified and reconciled with their nearest GAAP measure.

 

Adjusted basic earnings per share: This measure is used to evaluate performance at a consolidated level and excludes items that may distort the underlying trends in business performance. This measure should not be considered an alternative to basic earnings per share in measuring TELUS’ performance. Items that may, in management’s view, obscure the underlying trends in business performance include significant gains or losses associated with real estate development partnerships, restructuring and other costs, long-term debt prepayment premiums, income-tax related adjustments and asset retirements related to restructuring activities. (See Section 1.3.)

 

Capital intensity: This measure is calculated as capital expenditures (excluding spectrum licences) divided by total operating revenues. This measure provides a basis for comparing the level of capital expenditures to those of other companies of varying size within the same industry.

 

Dividend payout ratio: This ratio is a historical measure calculated as the sum of the last four quarterly dividends declared per Common Share, as reported in the financial statements, divided by the sum of basic earnings per share for the most recent four quarters for interim reporting periods. For fiscal years, the denominator is annual basic earnings per share. Our policy guideline for the annual dividend payout ratio is on a prospective basis, rather than on a trailing basis, and is 65 to 75% of net earnings per share on a prospective basis. (See Section 7.5.)

 

Calculation of Dividend payout ratio

 

Twelve-month periods ended June 30 ($)

 

2016

 

2015

 

Numerator — sum of the last four quarterly dividends declared per Common Share

 

1.76

 

1.60

 

Denominator — basic earnings per share

 

2.39

 

2.33

 

Ratio (%)

 

74

 

69

 

 

Dividend payout ratio of adjusted net earnings: This ratio is a historical measure calculated as the sum of the last four quarterly dividends declared per Common Share, as reported in the financial statements, divided by adjusted net earnings per share. Adjusted net earnings per share is basic earnings per share, as used in the Dividend payout ratio, adjusted to exclude the gain on the exchange of wireless spectrum licences, net gains and equity income from real estate joint venture developments, long-term debt prepayment premium and income tax-related adjustments.

 

Calculation of Dividend payout ratio of adjusted net earnings

 

Twelve-month periods ended June 30 ($)

 

2016

 

2015

 

Numerator — sum of the last four quarterly dividends declared per Common Share

 

1.76

 

1.60

 

Adjusted net earnings ($ millions):

 

 

 

 

 

Net income attributable to Common Shares

 

1,420

 

1,423

 

Deduct gain on the exchange of wireless spectrum licences, after income taxes

 

(13

)

 

Deduct net gains and equity income from real estate joint venture developments, after income taxes

 

(5

)

 

Add back long-term debt prepayment premium after income taxes

 

 

10

 

Add back net unfavourable (deduct net favourable) income tax-related adjustments

 

(13

)

11

 

 

 

1,389

 

1,444

 

Denominator — adjusted net earnings per share

 

2.34

 

2.36

 

Adjusted ratio (%)

 

75

 

68

 

 

 

37



 

Earnings coverage: This measure is defined in the Canadian Securities Administrators’ National Instrument 41-101 and related instruments, and is calculated as follows:

 

Calculation of Earnings coverage

 

Twelve-month periods ended June 30 ($ millions, except ratio)

 

2016

 

2015

 

Net income attributable to Common Shares

 

1,420

 

1,423

 

Income taxes (attributable to Common Shares)

 

490

 

546

 

Borrowing costs (attributable to Common Shares) 1

 

527

 

483

 

Numerator

 

2,437

 

2,452

 

Denominator — Borrowing costs (from above)

 

527

 

483

 

Ratio (times)

 

4.6

 

5.1

 

 


(1)         Interest on Long-term debt plus Interest on short-term borrowings and other plus long-term debt prepayment premium, adding back capitalized interest and deducting borrowing costs attributable to non-controlling interests.

 

EBITDA (earnings before interest, income taxes, depreciation and amortization): We report EBITDA because it is a key measure used to evaluate performance at a consolidated level and the contribution of our two segments. EBITDA is commonly reported and widely used by investors and lending institutions as an indicator of a company’s operating performance and ability to incur and service debt, and as a valuation metric. EBITDA should not be considered an alternative to Net income in measuring TELUS’ performance, nor should it be used as an exclusive measure of cash flow. EBITDA as calculated by TELUS is equivalent to Operating revenues less the total of Goods and services purchased expense and Employee benefits expense.

 

We may also calculate an adjusted EBITDA to exclude items of an unusual nature that do not reflect our ongoing operations and should not, in our opinion, be considered in a valuation metric or that should not be included in an assessment of our ability to service or incur debt.

 

EBITDA reconciliation

 

 

 

Second quarters
ended June 30

 

Six-month periods
ended June 30

 

($ millions)

 

2016

 

2015

 

2016

 

2015

 

Net income

 

416

 

341

 

794

 

756

 

Financing costs

 

134

 

110

 

257

 

227

 

Income taxes

 

140

 

166

 

279

 

313

 

Depreciation

 

385

 

361

 

770

 

708

 

Amortization of intangible assets

 

114

 

103

 

229

 

212

 

EBITDA

 

1,189

 

1,081

 

2,329

 

2,216

 

Deduct gain on the exchange of wireless spectrum licences

 

(15

)

 

(15

)

 

Deduct net gains and equity income from real estate joint venture developments

 

(9

)

 

(9

)

 

Add back restructuring and other costs

 

23

 

59

 

71

 

76

 

Adjusted EBITDA

 

1,188

 

1,140

 

2,376

 

2,292

 

 

EBITDA — excluding restructuring and other costs: This measure is utilized in the calculation of Net debt to EBITDA — excluding restructuring and other costs and EBITDA — excluding restructuring and other costs interest coverage. (See Consolidated highlights table in Section 1.3 and Summary of quarterly results table in Section 5.2.)

 

EBITDA — excluding restructuring and other costs interest coverage: This measure is defined as EBITDA —excluding restructuring and other costs, divided by Net interest cost, calculated on a 12-month trailing basis. This measure is similar to the coverage ratio covenant in our credit facilities. (See Section 7.6 Credit facilities.)

 

Free cash flow: We report this measure as a supplementary indicator of our operating performance. It should not be considered an alternative to the measures in the condensed interim consolidated statements of cash flows. Free cash flow excludes certain working capital changes (such as trade receivables and trade payables), proceeds from divested assets and other sources and uses of cash, as found in the condensed interim consolidated statements of cash flows. It provides an indication of how much cash generated by operations is available after capital expenditures (excluding purchases of spectrum licences) that may be used to, among other things, pay dividends, repay debt, purchase shares or make other investments. Free cash flow may be supplemented from time to time by proceeds from divested assets or financing activities.

 

 

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Free cash flow calculation

 

 

 

Second quarters
ended June 30

 

Six-month periods
ended June 30

 

($ millions)

 

2016

 

2015

 

2016

 

2015

 

EBITDA

 

1,189

 

1,081

 

2,329

 

2,216

 

Deduct gain on the exchange of wireless spectrum licences

 

(15

)

 

(15

)

 

Deduct net gains and equity income from real estate joint venture developments

 

(9

)

 

(9

)

 

Restructuring costs net of disbursements

 

(11

)

42

 

(39

)

35

 

Items from the interim consolidated statements of cash flows:

 

 

 

 

 

 

 

 

 

Share-based compensation

 

22

 

25

 

38

 

2

 

Net employee defined benefit plans expense

 

22

 

26

 

44

 

54

 

Employer contributions to employee defined benefit plans

 

(14

)

(21

)

(39

)

(48

)

Interest paid

 

(132

)

(129

)

(255

)

(214

)

Interest received

 

1

 

3

 

1

 

3

 

Capital expenditures (excluding spectrum licences)

 

(769

)

(664

)

(1,387

)

(1,299

)

Other

 

(8

)

 

(11

)

 

Free cash flow before income taxes

 

276

 

363

 

657

 

749

 

Income taxes paid, net of refunds

 

(150

)

(63

)

(423

)

(178

)

Free cash flow

 

126

 

300

 

234

 

571

 

 

The following reconciles our definition of free cash flow with Cash provided by operating activities.

 

Free cash flow reconciliation with Cash provided by operating activities

 

 

 

Second quarters
ended June 30

 

Six-month periods
ended June 30

 

($ millions)

 

2016

 

2015

 

2016

 

2015

 

Free cash flow

 

126

 

300

 

234

 

571

 

Add (deduct):

 

 

 

 

 

 

 

 

 

Capital expenditures (excluding spectrum licences)

 

769

 

664

 

1,387

 

1,299

 

Adjustments to reconcile to Cash provided by operating activities

 

(3

)

(21

)

(166

)

(209

)

Cash provided by operating activities

 

892

 

943

 

1,455

 

1,661

 

 

Net debt: We believe that net debt is a useful measure because it represents the amount of Short-term borrowings and long-term debt obligations that are not covered by available Cash and temporary investments. The nearest IFRS measure to net debt is Long-term debt, including Current maturities of long-term debt. Net debt is a component of the Net debt to EBITDA — excluding restructuring and other costs ratio.

 

Calculation of Net debt

 

At June 30 ($ millions)

 

2016

 

2015

 

Long-term debt including current maturities

 

12,522

 

11,323

 

Debt issuance costs netted against long-term debt

 

59

 

49

 

Derivative liabilities, net

 

1

 

 

Cash and temporary investments

 

(428

)

(77

)

Short-term borrowings

 

103

 

500

 

Net debt

 

12,257

 

11,795

 

 

Net debt to EBITDA — excluding restructuring and other costs: This measure is defined as net debt at the end of the period divided by 12-month trailing EBITDA — excluding restructuring and other costs. Our long-term policy guideline for this ratio is from 2.00 to 2.50 times. This measure is similar to the leverage ratio covenant in our credit facilities. (See Section 7.5 Liquidity and capital resource measures and Section 7.6 Credit facilities.)

 

Net interest cost: This measure is the denominator in the calculation of EBITDA — excluding restructuring and other costs interest coverage. Net interest cost is defined as financing costs, excluding capitalized long-term debt interest, employee defined benefit plans net interest and recoveries on redemption and repayment of debt, calculated on a 12-month trailing basis. No recoveries on redemption and repayment of debt were recorded in 2016 and 2015. Expenses recorded for the long-term debt prepayment premium, if any, are included in net interest cost. Net interest cost was $525 million in the 12-month period ended June 30, 2016, and $460 million in the 12-month period ended June 30, 2015.

 

 

39



 

Restructuring and other costs: With the objective of reducing ongoing costs, we incur associated incremental, non-recurring restructuring costs. We may also incur atypical charges when undertaking major or transformational changes to our business or operating models. We include incremental external costs incurred in connection with business acquisition or disposition activity, as well as litigation costs, in the context of significant losses and settlements, in other costs.

 

Components of Restructuring and other costs

 

 

 

Second quarters
ended June 30

 

Six-month periods
ended June 30

 

($ millions)

 

2016

 

2015

 

2016

 

2015

 

Goods and services purchased

 

12

 

30

 

16

 

42

 

Employee benefits expense

 

11

 

29

 

55

 

34

 

Restructuring and other costs included in EBITDA

 

23

 

59

 

71

 

76

 

 

11.2 Operating indicators

 

The following measures are industry metrics that are useful in assessing the operating performance of a wireless and wireline telecommunications entity, but do not have a standardized meaning under IFRS.

 

Average revenue per subscriber unit per month (ARPU) is calculated as network revenue divided by the average number of subscriber units on the network during the period and is expressed as a rate per month.

 

Churn per month is calculated as the number of subscriber units deactivated during a given period divided by the average number of subscriber units on the network during the period and is expressed as a rate per month. A TELUS, Koodo or Public Mobile brand prepaid subscriber is deactivated when the subscriber has no usage for 90 days following expiry of the prepaid credits.

 

Cost of acquisition (COA) consists of the total of the device subsidy (the device cost to TELUS less the initial charge to the customer), commissions, and advertising and promotion expenses related to the initial subscriber acquisition during a given period. As defined, COA excludes costs to retain existing subscribers (retention spend).

 

COA per gross subscriber addition is calculated as the cost of acquisition divided by the gross subscriber activations during the period.

 

Retention spend to network revenue represents direct costs associated with marketing and promotional efforts (including device subsidies and commissions) aimed at the retention of the existing subscriber base, divided by network revenue.

 

Retention volume represents the number of subscriber units retained in the period through marketing and promotional efforts that result in client upgrades or contract renewals.

 

Wireless subscriber unit (subscriber) is defined as an active recurring revenue-generating unit (e.g. cellular phone, tablet or mobile Internet key) with a unique subscriber identifier (SIM or IMEI number) that has access to the wireless voice and/or data networks for communication. In addition, TELUS has a direct billing or support relationship with the user of each device. Subscriber units exclude machine-to-machine (M2M) devices (a subset of the Internet of Things), such as those used for asset tracking, remote control monitoring and meter readings, vending machines and wireless automated teller machines.

 

Wireline subscriber connection is defined as an active recurring revenue-generating unit that has access to stand-alone services, including Internet access, TELUS TV and residential network access lines (NALs). In addition, TELUS has a direct billing or support relationship with the user of each service. Reported subscriber units exclude business NALs as the impact of migrating from voice lines to IP services has led to business NAL losses without a similar decline in revenue, thus diminishing its relevance as a key performance indicator.

 

 

40