TELUS reports strong results for third quarter 2017

November 9, 2017 6:01 AM EST

VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 11/09/17 -- (TSX: T)(NYSE: TU) - TELUS Corporation

Consolidated revenue and EBITDA growth of 4.0 per cent and 4.4 per cent respectively

152,000 new wireless, Internet and TELUS TV customer additions, up 41 per cent over last year

Strong wireless loading with 124,000 total net additions, including 115,000 high-valued postpaid additions, up 32 per cent over last year

Customers first focus delivering industry-leading wireless postpaid churn of 0.86 per cent

Wireless blended ARPU growth of 3.0 per cent yielding industry-leading lifetime revenue of $6,540, up 16 per cent over last year

Quarterly dividend increase to $0.5050 per share, up 7.1 per cent for the year

TELUS Corporation's consolidated operating revenue increased by 4.0 per cent to $3.4 billion in the third quarter of 2017, over the same quarter a year ago, reflecting an increase in revenue from our growth services, including wireless and wireline data revenues. Revenues from our growth services represented 89 per cent of our consolidated revenues in the third quarter. Earnings before interest, income taxes, depreciation and amortization (EBITDA) increased by 5.9 per cent to $1.2 billion, while Adjusted EBITDA was up 4.4 per cent due to higher revenue growth and cost savings from ongoing operational efficiency and effectiveness initiatives.

"TELUS reported strong third quarter results as we continue to drive high quality wireless, Internet and TV customer additions, anchored by solid-revenue and EBITDA growth and industry-leading performance for customer service and loyalty," said Darren Entwistle, President and CEO. "Further supporting these results is the TELUS team's consistent execution of our longstanding broadband growth strategy, underpinned by the long-term investments we are making in our generational fibre build which is resulting in TELUS networks being consistently recognized as among the fastest and most reliable in the world. In addition to benefitting our customers and the Canadian economy, our capital investments have been instrumental in the success of our wireless and wireline growth strategy, which has now delivered 28 consecutive quarters of wireless ARPU growth and 20 successive quarters of wireline EBITDA growth."

Mr. Entwistle added, "As a result of these investments and the TELUS team's strong and consistent performance, we are increasing our quarterly dividend for the second time in 2017 to $0.5050 per share. This represents the fourteenth time since 2011 that we have raised our dividend, and reflects the continuation of our successful three year annual dividend growth program targeting between seven and 10 per cent growth from 2017 through to 2019. Our track record of delivering on our industry-leading shareholder-friendly initiatives continues to generate significant value for our shareholders. Notably, TELUS has now returned $14.8 billion to shareholders, including $9.6 billion in dividends, representing $25 per share since 2004."

Doug French, Executive Vice-President and CFO said, "Our teams' ongoing commitment to drive operational excellence, financial discipline and ongoing cost efficiencies continues to support TELUS' financial strength, customer growth, and capital allocation programs focused on delivering long-term value for our customers and investors. Through our approach to consistent and targeted capital investments, we are seeing momentum in the progress and success of our next generation fibre build. We will reach the 50 per cent completion mark in early 2018 and are encouraged by the customer acceptance of these advanced capabilities and the efficiency our teams are achieving in completing this next generation broadband wireless and wireline network. Given this progress, we are estimating our capital expenditures in 2018 to be approximately $2.85 billion, making us well positioned to achieve our target of being free cash flow positive after dividends next year."

In wireless, our network revenue increased by 6.8 per cent to $1.8 billion, reflecting higher ARPU as customers move to higher-rate plans, including Premium Plus, and increased data consumption, continued postpaid subscriber growth, including smartphone adoption and subscribers we acquired from MTS, and higher roaming revenues. In wireline, our data services and equipment revenue increased by 4.1 per cent to $1.1 billion, reflecting increased Internet and enhanced data service revenues from continued high-speed Internet subscriber growth and higher revenue per customer, higher TELUS Health revenues driven by organic growth through additional professional services and support revenue, and through acquisitions, growth in business process outsourcing revenues inclusive of foreign exchange impacts on foreign operations, and an increase in TELUS TV revenues from subscriber growth.

In the quarter, we attracted 152,000 new wireless, high-speed Internet and TELUS TV customers, up 44,000 over the same quarter a year ago. The higher net additions included 124,000 wireless customers, including 115,000 postpaid net additions, 19,000 high-speed Internet subscribers, and 9,000 TELUS TV customers. Our total wireless subscriber base of 8.8 million is up 3.7 per cent from a year ago, reflecting a 5.4 per cent increase in our postpaid subscriber base to 7.9 million. Our high-speed Internet connections have increased 5.6 per cent to 1.7 million over the last twelve months, while our TELUS TV subscriber base of 1.1 million is higher by 3.9 per cent.

For the quarter, net income of $370 million and basic earnings per share (EPS) of $0.62 increased by 4.2 per cent and 5.1 per cent respectively, while adjusted net income and adjusted basic EPS increased by 2.1 per cent and 1.5 per cent respectively.

Free cash flow of $215 million in the third quarter increased by $117 million over the same quarter a year ago due primarily to lower cash taxes paid.

CONSOLIDATED FINANCIAL HIGHLIGHTS


----------------------------------------------------------------------------
C$ and in millions, except per            Three months ended
 share amounts                                   September 30       Per cent
(unaudited)                               2017           2016         change
----------------------------------------------------------------------------
Operating revenues                       3,366          3,238            4.0
Operating expenses before
 depreciation and amortization           2,170          2,107            3.0
EBITDA(1)                                1,196          1,131            5.9
Adjusted EBITDA(1)(2)                    1,232          1,181            4.4
Net income                                 370            355            4.2
Adjusted net income(3)                     391            383            2.1
Net income attributable to
 common shares                             367            348            5.5
Basic EPS                                 0.62           0.59            5.1
Adjusted basic EPS(3)                     0.66           0.65            1.5
Capital expenditures                       821            787            4.3
Free cash flow(4)                          215             98          119.4
Total subscriber connections(5)         12.942         12.577            2.9

(1)     EBITDA is a non-GAAP measure and does not have any standardized
        meaning prescribed by IFRS-IASB. TELUS issues guidance on and
        reports EBITDA because it is a key measure used to evaluate
        performance. For further definition and explanation of this measure,
        see Section 11.1 in the accompanying 2017 third quarter Management's
        discussion and analysis.

(2)     Adjusted EBITDA is defined in this news release as excluding 1)
        restructuring and other costs of $36 million and $60 million from
        the third quarter of 2017 and 2016 respectively; and 2) net gains
        and equity income of $10 million in the third quarter of 2016
        related to real estate joint venture developments.

(3)     Adjusted net income and adjusted basic EPS are non-GAAP measures and
        do not have any standardized meaning prescribed by IFRS-IASB. These
        terms are defined in this news release as excluding from net income
        attributable to common shares and basic EPS (after income taxes), 1)
        restructuring and other costs from both periods; 2) net gains and
        equity income in the third quarter of 2016 related to real estate
        joint venture developments; and 3) favourable income tax-related
        adjustments in both periods. For further analysis of adjusted net
        income and adjusted basic EPS, see Section 1.3 in the accompanying
        2017 third quarter Management's discussion and analysis.

(4)     Free cash flow is a non-GAAP measure and does not have any
        standardized meaning prescribed by IFRS-IASB. For further definition
        and explanation of this measure, see Section 11.1 in the
        accompanying 2017 third quarter Management's discussion and
        analysis.


(5)     The sum of active wireless subscribers, residential network access
        lines (NALs), high-speed Internet access subscribers and TELUS TV®
        subscribers measured at the end of the respective periods based on
        information in billing and other systems. In relation to an
        acquisition and a divestiture that were both undertaken during the
        first quarter of 2017, January 1, 2017 residential NALs, high-speed
        Internet and TELUS TV subscriber balances were increased by a net
        1,000, 6,000 and 5,000 respectively. Effective April 1, 2017,
        postpaid subscribers, total subscribers and associated operating
        statistics (gross additions, net additions, ARPU and churn) have
        been adjusted to include an estimated migration of 85,000 MTS
        subscribers in the opening subscriber balances. Cumulative
        subscriber connections also include an April 1, 2017 adjustment to
        remove approximately 19,000 prepaid and 25,000 postpaid
        subscriptions from the respective subscriber bases, primarily due to
        our national CDMA network shutdown.


============================================================================
This news release contains statements about financial and operating
performance of TELUS (the Company) and future events that are forward
looking, including with respect to the Company's 2017 annual guidance,
preliminary 2018 capital expenditure targets, free cash flow targets,  cash
tax assumptions, future dividend increases and share purchases. By their
nature, forward-looking statements require the Company to make assumptions
and predictions and are subject to inherent risks and uncertainties. There
is significant risk that the forward-looking statements will not prove to be
accurate. Readers are cautioned not to place undue reliance on forward-
looking statements as a number of factors could cause actual future
performance and events to differ materially from those expressed in the
forward-looking statements. Accordingly, the forward-looking statements in
this news release should be read together with the cautionary note in the
accompanying 2017 third quarter Management's discussion and analysis.
Forward-looking statements in this news release are made based on the
assumptions (including assumptions regarding both the 2017 annual guidance
and preliminary 2018 capital expenditure and free cash flow targets, semi-
annual dividend increases through 2019, and our ability or intention to
purchase shares under any normal course issuer bid (NCIB) including our 2018
NCIB), and subject to the qualifications and risk factors referred to in the
accompanying Management's discussion and analysis for the third quarter of
2017, in the 2016 annual Management's discussion and analysis, and in other
TELUS public disclosure documents and filings with securities commissions in
Canada (on SEDAR at sedar.com) and in the United States (on EDGAR at
sec.gov). The forward-looking statements contained in this news release
describe our expectations at the date of this news release and, accordingly,
are subject to change after such date. Except as required by law, TELUS
disclaims any intention or obligation to update or revise forward-looking
statements, and reserves the right to change, at any time at its sole
discretion, its current practice of updating annual targets and guidance.
============================================================================

Third Quarter 2017 Operating Highlights

TELUS wireless


--  Wireless network revenues increased by $115 million or 6.8 per cent
    year-over-year to $1.8 billion. This growth was driven by growth in the
    subscriber base, including subscribers we acquired from MTS, a larger
    proportion of higher-rate two-year plans in the revenue mix, including
    Premium Plus plans launched in June 2016, increased adoption of larger
    data buckets or topping up of data buckets, a more favourable postpaid
    subscriber mix, a higher smartphone mix, and higher roaming revenues.
--  Blended ARPU was higher by 3.0 per cent to $68.67. This represents our
    twenty-eighth consecutive quarter of year-over-year growth and was
    driven by network revenue growth as described above.
--  Monthly postpaid subscriber churn declined by 8 basis points year-over-
    year to 0.86 per cent. The improvement reflects our focus on executing
    customers first initiatives and retention programs. Blended monthly
    churn declined by 13 basis points to 1.05 per cent reflecting
    improvements in both postpaid and prepaid churn rates, as well as an
    increase in the mix of postpaid versus prepaid subscribers.
--  Wireless net additions of 124,000 increased by 44,000 over the prior
    year. Postpaid net additions of 115,000 were higher year-over-year by
    28,000 due to higher gross additions, reflecting our success of targeted
    promotions and marketing efforts focused on higher-value postpaid and
    smartphone loading, and lower churn. Prepaid net additions totaled 9,000
    due to improvements in our prepaid churn rate.
--  EBITDA increased by $29 million or 3.9 per cent while Adjusted EBITDA of
    $812 million increased by $39 million or 5.1 per cent over last year,
    reflecting higher network revenue partly offset by increased costs of
    acquiring and retaining customers, increased network operating expenses,
    higher administrative costs and increased external labour.
--  Wireless capital expenditures decreased by 20 per cent over the same
    period a year ago as we incurred costs in the third quarter of 2016 to
    upgrade our radio access network in Ontario and Quebec, which was
    completed in the second quarter of 2017.

TELUS wireline


--  External wireline revenues increased by $12 million or 0.8 per cent to
    $1.4 billion. This growth was generated primarily by higher data
    services revenue and partly offset by continued declines in legacy voice
    services.
--  Data services and equipment revenues increased by $42 million or 4.1 per
    cent, due to increased Internet and enhanced data revenues from
    continued high-speed Internet subscriber growth and higher revenue per
    customer, increased TELUS Health revenues driven by organic growth
    through additional professional services and support revenue, and
    through acquisitions, growth in business process outsourcing services
    inclusive of foreign exchange impacts on foreign operations, and higher
    TELUS TV revenues from continued subscriber growth and certain rate
    increases.
--  High-speed Internet net additions of 19,000 increased by 5,000 over the
    same quarter a year ago due to the ongoing expansion of our high-speed
    broadband footprint, including fibre to the premises, and the success of
    recently launched innovative product offerings.
--  Total TELUS TV net additions of 9,000 were lower by 5,000 over the same
    quarter a year ago, as a result of lower gross additions and satellite-
    TV subscriber losses due to slower subscriber growth for paid TV
    services reflecting heightened competitive intensity, including from
    over-the-top services, and a high rate of market penetration for TV
    services. These factors were partly offset by the ongoing expansion of
    our addressable high-speed Internet and Optik TV footprint, connecting
    more homes and businesses directly to fibre and bundling of these
    services together.
--  Residential network access lines (NALs) declined by 20,000 in the
    quarter, an improvement of 5,000 over the same quarter a year ago.
    Residential NAL losses continue to reflect the ongoing trend towards
    wireless and Internet substitution, as well as increased competition,
    partially mitigated by the success of our bundled service offerings and
    our customers first initiatives.
--  Wireline EBITDA increased by $36 million or 9.8 per cent while Adjusted
    EBITDA increased by $12 million or 3.0 per cent over last year. This
    growth reflects ongoing growth in data service margins, including
    Internet, TELUS Health, and TELUS TV, as well as cost savings from
    operating efficiency and effectiveness initiatives.
--  Wireline capital expenditures increased 19 per cent over the same period
    a year ago due primarily to continued strategic investments in broadband
    network infrastructure, including connecting more homes and businesses
    directly to our fibre-optic network. These investments support high-
    speed Internet and Optik TV subscriber growth, as well as our growing
    customer demand for faster Internet speeds, and extend the reach and
    functionality of our business and healthcare solutions. Additionally,
    the increases were also attributed to readying product in preparation
    for deployment.

TELUS sets preliminary 2018 capital expenditure target and provides update to cash tax assumptions

In an effort to provide TELUS investors with increased clarity with regard to our capital expenditure plans, our consolidated capital expenditures for 2018, excluding the purchase of spectrum licences, is estimated to be approximately $2.85 billion. In 2018, we expect to continue connecting more homes and businesses directly to our fibre-optic network, to support ongoing high-speed Internet and Optik TV subscriber growth and faster Internet broadband speeds. The investments in fibre will also continue supporting our small-cell technology strategy to improve coverage and prepare for a more efficient and timely evolution to 5G.

As a result of a reorganization to our corporate structure to realize efficiencies and streamline processes, our 2017 cash income tax payments assumption has been revised downward to a range of $170 to $230 million, from our original assumption of $300 to $360 million. In 2018, cash income tax payments are expected to be in a similar range as our revised 2017 range. The lower cash tax payments in 2017 and 2018 are timing in nature and will reverse in later years. Our official 2018 cash tax assumption will be provided with the release of our fourth quarter of 2017 results and 2018 targets in February 2018.

Dividend Declaration - quarterly dividend increased to $0.5050 per share

The TELUS Board of Directors has declared a quarterly dividend of $0.5050 Canadian per share on the issued and outstanding Common Shares of the Company payable on January 2, 2018 to holders of record at the close of business on December 11, 2017.

Our 2017 annually declared dividend of $1.97 represents a 7.1 per cent increase from our 2016 annually declared dividend of $1.84. This is the fourteenth dividend increase since TELUS announced its original multi-year dividend growth program in May 2011. Over this period, TELUS' dividend is higher by 92 per cent.

Marc Parent to join TELUS Board of Directors

Effective November 7, 2017, Marc Parent, the President and Chief Executive Officer of CAE Inc., joined our Board. CAE Inc. (CAE), which is listed on both the New York Stock Exchange and the Toronto Stock Exchange, is a global leader in training for the civil aviation, defence and security, and healthcare markets. CAE's healthcare business designs and manufactures simulators, audiovisual and simulation centre management solutions, develops courseware, and offers services for training of medical, nursing and allied healthcare students as well as clinicians in educational institutions, hospitals and defence organizations worldwide. A native of Montreal, Marc is a graduate of mechanical engineering from Montreal's Ecole Polytechnique and of the Harvard Business School's Advanced Management Program, and was awarded an Honorary Doctorate from Ecole Polytechnique for his contributions to the aerospace industry in Montreal and internationally.

TELUS receives approval for new normal course issuer bid (NCIB)

In November, TELUS received approval from the Toronto Stock Exchange (TSX) for a new NCIB commencing on November 13, 2017 to purchase and cancel, when and if considered advisable, up to $250 million in shares over the next 12 months.

The new NCIB will permit the purchase of up to 8 million TELUS shares (1.35 per cent of its outstanding shares as at October 26, 2017) for an aggregate purchase price of up to $250 million from November 13, 2017 to November 12, 2018 through the facilities of the TSX, the New York Stock Exchange (NYSE) and alternative trading platforms or as otherwise permitted by applicable securities laws. The maximum number of shares that can be purchased during the same trading day on the TSX is 233,441 shares (being 25 per cent of the average daily trading volume for the six months ended October 31, 2017, which was equal to 933,767 shares), subject to certain exceptions for block purchases. As of October 26, 2017, TELUS had 594,529,300 shares issued and outstanding.

Shares purchased through the facilities of the TSX, NYSE or alternative trading platforms will be purchased at market price. TELUS may also purchase shares privately pursuant to exemption orders from applicable securities regulatory authorities, and such purchases will generally be at a discount to the prevailing market price.

Our 2017 NCIB, for which we had received approval to purchase up to 8 million shares for an aggregate purchase price of up to $250 million, concluded on September 29, 2017 with TELUS having purchased, in the same manner as the new NCIB, 1,962,109 shares or 0.3 per cent of our outstanding shares for $80 million at an average price of approximately $40.97 per share.

TELUS may enter into automatic share purchase plans (ASPP) with a broker to permit TELUS to purchase shares under its NCIB during internal blackout periods. Such purchases would be at the discretion of the broker based on prearranged parameters. Subject to TSX approval, the ASPP may be implemented on January 1, 2018, and from time to time thereafter.

TELUS' Board of Directors believes that any purchases made under the NCIB will be in the best interest of TELUS and that such purchases will constitute an attractive investment opportunity that should enhance the value of the remaining shares.

Corporate Highlights

TELUS makes significant contributions and investments in the communities where team members live, work and serve and to the Canadian economy on behalf of customers, shareholders and team members. These include:


--  Paying, collecting and remitting a total of approximately $1,503 million
    in taxes in the first nine months of 2017 to federal, provincial and
    municipal governments in Canada consisting of corporate income taxes,
    sales taxes, property taxes, employer portion of payroll taxes and
    various regulatory fees. Since 2000, we have remitted approximately $22
    billion in these taxes.
--  Disbursing spectrum renewal fees of $50 million to Innovation, Science
    and Economic Development Canada in the first nine months of 2017. Since
    2000, our total tax and spectrum remittances to federal, provincial and
    municipal governments in Canada have totaled approximately $27 billion.
--  Investing $2.4 billion in capital expenditures primarily in communities
    across Canada in the first nine months of 2017 and $34 billion since
    2000.
--  Spending $5.8 billion in total operating expenses in the first nine
    months of 2017, including goods and service purchased of $4.1 billion.
    Since 2000, we have spent $105 billion and $69 billion respectively in
    these areas.
--  Generating a total team member payroll of $2.0 billion in the first nine
    months of 2017, including payroll taxes of $117 million. Since 2000,
    total team member payroll totals $41 billion.
--  Returning over $1.1 billion in dividends in 2017 to individual
    shareholders, mutual fund owners, pensioners and institutional
    investors. Since 2004, we have returned $14.8 billion to shareholders
    through our dividend and share purchase programs, including $9.6 billion
    in dividends and $5.2 billion in share purchases, representing $25 per
    share.

About TELUS

TELUS (TSX: T)(NYSE: TU) is Canada's fastest-growing national telecommunications company, with $13.1 billion of annual revenue and 12.9 million subscriber connections, including 8.8 million wireless subscribers, 1.7 million high-speed Internet subscribers, 1.3 million residential network access lines and 1.1 million TELUS TV customers. TELUS provides a wide range of communications products and services, including wireless, data, Internet protocol (IP), voice, television, entertainment and video. TELUS is also Canada's largest healthcare IT provider, and TELUS International delivers business process solutions around the globe.

In support of our philosophy to give where we live, TELUS, our team members and retirees have contributed over $482 million to charitable and not-for-profit organizations and volunteered more than 7.7 million hours of service to local communities since 2000. Created in 2005 by President and CEO Darren Entwistle, TELUS' 13 Canadian community boards and 5 International boards have led the Company's support of grassroots charities and have contributed more than $60 million in support of 5,595 local charitable projects, enriching the lives of more than 2 million children and youth, annually. TELUS was honoured to be named the most outstanding philanthropic corporation globally for 2010 by the Association of Fundraising Professionals, becoming the first Canadian company to receive this prestigious international recognition.

For more information about TELUS, please visit telus.com.

Access to Quarterly results information

Interested investors, the media and others may review this quarterly earnings news release, management's discussion and analysis, quarterly results slides, audio and transcript of the investor webcast call, supplementary financial information, and our 2016 annual report at telus.com/investors.

TELUS' third quarter 2017 conference call is scheduled for Thursday, November 9, 2017 at 11:00am ET (8:00am PT) and will feature a presentation followed by a question and answer period with investment analysts. Interested parties can access the webcast at telus.com/investors. An audio recording will be available on November 9 until December 15, 2017 at 1-855-201-2300. Please use reference number 1224111# and access code 77377#. An archive of the webcast will also be available at telus.com/investors and a transcript will be posted on the website within a few business days.

TELUS CORPORATION

Management's discussion and analysis

2017 Q3

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 any statements that do not refer to historical facts. They include, but are not limited to, statements relating to our objectives and our strategies to achieve those objectives, our targets, outlook, updates, our multi-year dividend growth program, and our normal course issuer bid. 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, could, expect, intend, may, plan, predict, seek, should, strive and will.

By their nature, forward-looking statements are subject to inherent risks and uncertainties and are based on assumptions, including assumptions about future economic conditions and courses of action. These assumptions may ultimately prove to have been inaccurate and, as a result, our actual results or events may differ materially from our expectations expressed in or implied by the forward-looking statements. An update to our assumptions for 2017 is presented in Section 9 Update to assumptions in this Management's discussion and analysis (MD&A).

Risks and uncertainties that could cause actual performance or events 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: our ability to continue to retain customers
    through an enhanced customer service experience, including through the
    deployment and operation of evolving wireless and wireline networks; the
    ability of industry competitors to successfully launch their respective
    platforms and to combine a mix of residential local voice over Internet
    protocol (VoIP), long distance, high-speed Internet access (HSIA) and,
    in some cases, wireless services under one bundled and/or discounted
    monthly rate, along with their existing broadcast or satellite-based TV
    services; the success of new products, new services and supporting
    systems, such as Internet of Things (IoT) services for Internet-
    connected devices; 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), cost of acquisition, cost of retention and churn
    for all services, as do customer usage patterns, flat-rate pricing
    trends for voice and data, inclusive rate plans for voice and data and
    availability of Wi-Fi networks for data; mergers and acquisitions of
    industry competitors; pressures on high-speed Internet and TV ARPU and
    churn resulting from market conditions, government actions and customer
    usage patterns; residential and business network access line (NAL)
    losses; subscriber additions and retention volumes, and associated costs
    for wireless, TV and high-speed Internet services; 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, a
    declining overall market for paid TV services; the increasing number of
    households that have only wireless and/or Internet-based telephone
    services; potential wireless ARPU declines as a result of, among other
    factors, substitution to messaging and OTT applications; substitution to
    increasingly available Wi-Fi services; and disruptive technologies such
    as OTT IP services, such as Network as a Service in the business market,
    that may displace our existing data services.

--  Technology including: subscriber demand for data that may challenge
    wireless networks and spectrum capacity levels in the future; our
    reliance on information technology and our need to streamline our legacy
    systems; 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,
    which have facilitated our deployment of wireless technologies; choice
    of suppliers and those suppliers' ability to maintain and service their
    product lines, which could affect the success of upgrades to and
    evolution of technology that we offer; supplier concentration and market
    power for network equipment, TELUS TVr and wireless handsets; the
    performance of 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 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; and
    uncertainties around our strategy to replace certain legacy wireline
    networks, systems and services to reduce operating costs.

--  Capital expenditure levels and potential outlays for spectrum licences
    in spectrum auctions or from third parties, due to: our broadband
    initiatives, including connecting more homes and businesses directly to
    fibre; our ongoing deployment of newer wireless technologies, including
    wireless small cells to improve coverage and capacity and prepare for a
    more efficient and timely evolution to 5G wireless services; utilizing
    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.

--  Regulatory decisions and developments including: the potential of
    government intervention to further increase wireless competition; the
    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 charged to wireless service providers (WSPs);
    the Governor in Council's request to the CRTC to reconsider whether Wi-
    Fi networks could count as a home network for WSPs seeking mandated
    roaming; future spectrum auctions and spectrum policy determinations
    (including limitations on established wireless providers, proposed
    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; disputes with certain municipalities
    regarding rights-of-way bylaws; the potential impacts from the CRTC's
    decision to require pro-rated refunds when customers terminate their
    services; the CRTC's examination of the competitor quality of service
    regime; the CRTC's examination of the regulatory framework for message
    relay service; the CRTC's proposed phase-out of the local service
    subsidy regime and corresponding establishment of a broadband funding
    regime to support the enhancement of high-speed Internet services
    focusing on underserved areas in Canada; the impact from the review of
    the Minister of Canadian Heritage's new Creative Canada policy framework
    announced on September 28, 2017; the CRTC's consultation and report on
    distribution models of the future; vertical integration in the
    broadcasting industry resulting in competitors owning broadcast content
    services and timely and effective enforcement of related regulatory
    safeguards; the review of the Copyright Act scheduled to begin in fall
    2017; the federal government's stated intention to review the
    Broadcasting Act and Telecommunications Act as announced in the March
    22, 2017 federal budget; the North American Free Trade Agreement
    renegotiation; and restrictions on non-Canadian ownership of TELUS
    Common Shares and the ongoing monitoring and compliance with such
    restrictions.

--  Human resource matters including: recruitment, retention and appropriate
    training in a highly competitive industry, and the level of employee
    engagement.

--  Process and business combination 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 (such as our ability to successfully integrate
    acquisitions, complete divestitures or establish partnerships in a
    timely manner, and realize expected strategic benefits including
    following compliance with any regulatory orders), the risk that Manitoba
    Telecom Services Inc.'s postpaid wireless customers acquired by us from
    BCE Inc. may not be successfully migrated; the 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.

--  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.
    Examples of these initiatives are: our operating efficiency and
    effectiveness program to drive improvements in earnings before interest,
    income taxes, depreciation and amortization (EBITDA), including the
    future benefits of the immediately vesting transformative compensation
    initiative; business integrations; business product simplification;
    business process outsourcing; offshoring and reorganizations, including
    any full-time equivalent (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.

--  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.

--  Ability to sustain our dividend growth program through 2019. This
    program 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,
    acquisitions, the management of our capital structure, 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. Shares may be purchased
    under our normal course issuer bid (NCIB) when and if we consider it
    opportunistic, based on the Company's financial position and outlook,
    and the market price of TELUS shares. There can be no assurance that our
    dividend growth program or any NCIB will be maintained, not changed
    and/or completed through 2019.

--  Taxation matters including: interpretation of complex domestic and
    foreign tax laws by the tax authorities that may differ from our
    interpretations; including the timing of income and deductions such as
    tax depreciation and operating expenses; changes in tax laws, including
    tax rates; tax expenses being materially different than anticipated
    including the taxability of income and deductibility of tax attributes;
    elimination of income tax deferrals through the use of different tax
    year-ends for operating partnerships and corporate partners; and tax
    authorities adopting more aggressive auditing practices for example, tax
    reassessments or adverse court decisions impacting the tax payable by
    us.

--  Litigation and legal matters including: our ability to successfully
    respond to investigations and regulatory proceedings and defend against
    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.

--  Health, safety and the environment, including lost employee work time
    resulting from illness or injury, public concerns related to radio
    frequency emissions, environmental issues affecting our business
    including climate change, waste and waste recycling, risks relating to
    fuel systems on our properties, and changing government and public
    expectations regarding environmental matters and our responses.

--  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 cyber 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.

--  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 potential outcomes of yet unknown policies
    and actions of foreign governments; future interest rates; inflation;
    unemployment levels; effects of low oil prices; effects of low business
    spending (such as reducing investments and cost structure); pension
    investment returns, funding and discount rates; and Canadian dollar:
    U.S. dollar exchange rates.


These risks are described in additional detail in Section 9 General trends, outlook and assumptions and Section 10 Risks and risk management in our 2016 annual MD&A. Those descriptions are incorporated by reference in this cautionary statement but are not intended to be a complete list of the risks that could affect the Company.

Many of these factors are beyond our control or our current expectations or knowledge. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a material adverse effect on our financial position, financial performance, cash flows, business or reputation. Except as otherwise indicated in this document, the forward-looking statements made herein do not reflect the potential impact of any non-recurring or special items or any mergers, acquisitions, dispositions or other business combinations or transactions that may be announced or that may occur after the date of this document.

Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements in this document describe our expectations and are based on our assumptions as at the date of this document and are subject to change after this date. Except as required by law, we disclaim any intention or obligation to update or revise any forward-looking statements.

This cautionary statement qualifies all of the forward-looking statements in this document.

Management's discussion and analysis

November 9, 2017


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 2017
----------------------------------------------------------------------------
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 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            9.1 Telecommunications industry
                                    regulatory developments and proceedings
----------------------------------------------------------------------------
10. Risks and risk management
----------------------------------------------------------------------------
11. Definitions and reconciliations 11.1 Non-GAAP and other financial
                                    measures
                                    11.2 Operating indicators
----------------------------------------------------------------------------

1. Introduction

The forward-looking statements in this section, including estimates regarding economic growth, are qualified 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 our consolidated financial position and financial performance for the three-month and nine-month periods ended September 30, 2017, and should be read together with our September 30, 2017, 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 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 currency amounts are in Canadian dollars, unless otherwise specified.

Additional information relating to the Company, including our annual information form and other filings with securities commissions or similar regulatory authorities in Canada, is available on SEDAR (sedar.com). Our filings with the Securities and Exchange Commission in the United States, including Form 40-F, are available on EDGAR (sec.gov).

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 our Audit Committee and approved by our Board of Directors (Board) for issuance on November 9, 2017.

In this MD&A, unless otherwise indicated, results for the third quarter of 2017 (three-month period ended September 30, 2017) and the nine-month period ended September 30, 2017, are compared with results from the third quarter of 2016 (three-month period ended September 30, 2016) and nine-month period ended September 30, 2016.

1.2 The environment in which we operate

The success of our business and the challenges we face can best be understood with reference to the environment in which we operate, including broader economic factors that affect our customers and us, and our competitive industry. Our estimates regarding our environment also form an important part of the assumptions on which our targets are based.

Economic growth

We have updated our assumptions since our first quarter 2017 MD&A. We now estimate that the annual rate of economic growth in Canada in 2017 will be approximately 3.0% (previously 2.2%), based on a composite of estimates from Canadian banks and other sources. For our incumbent local exchange carrier (ILEC) provinces in Western Canada, we currently estimate that annual rates of economic growth will be approximately 3.2% in 2017 (previously 2.3%) in British Columbia (B.C.) and 3.5% in 2017 (previously 2.4%) in Alberta. The Bank of Canada's October 2017 Monetary Policy Report estimated that annual economic growth in Canada will be 3.1% in 2017. Which sectors of the economy that experience these growth estimates and the competitive and dynamic environment in which we operate will affect when, and to what extent, we will experience the effects of these economic growth estimates.

In respect of the national unemployment rate, Statistics Canada's Labour Force Survey reported a rate of 6.2% for September 2017 (6.9% for December 2016 and 7.0% for September 2016). The unemployment rate for B.C. was 4.9% for September 2017 (5.8% for December 2016 and 5.7% for September 2016), and the unemployment rate for Alberta was 7.9% for September 2017 (8.5% in December 2016 and 8.5% for September 2016).

1.3 Consolidated highlights

Voxpro Limited

On August 31, 2017, through our TELUS International (Cda) Inc. subsidiary, we acquired 55% of Voxpro Limited (Voxpro), a business process outsourcing and contact centre services company with facilities in Ireland, the U.S. and Romania, for cash consideration of $58 million. The investment was made with a view to expanding further into supporting customers who provide Internet-related services and products, bolstering sales capabilities in our chosen markets, and acquiring multi-site redundancy in support of other facilities. We concurrently provided a written put option to and have a purchased call option from the remaining selling shareholders under which they could put or we could call, the remaining 45% of the shares commencing in 2021. If either of these options are exercised, total consideration is estimated to be approximately $152 million.

Xavient Information Systems

On October 30, 2017, through our TELUS International (Cda) Inc. subsidiary, we entered into an agreement to acquire 65% of Xavient Information Systems, a group of information technology consulting and software services companies with facilities in the U.S. and in India for consideration of approximately $144 million (U.S.$115 million) in cash and approximately $19 million (U.S.$15 million) in TELUS International (Cda) Inc. common shares, subject to customary closing conditions, including regulatory approvals. We expect the transaction to close in 2017. We will concurrently provide a written put option to the remaining selling shareholders under which they could put the remaining 35% interest on or before December 31, 2020. The written put option sets out that the share pricing methodology will be dependent upon earnings. If this option is exercised, total consideration would be in the range of $310 million (U.S.$250 million). Concurrent with closing, the non-controlling shareholders are to provide us with a purchased call option, which will substantially mirror the written put option. The investment is being made with a view to enhancing our ability to provide complex and higher value information technology services, improve our related sales and solutioning capabilities and acquire multi-site redundancy in support of other facilities.

Changes to the Board of Directors

Effective November 7, 2017, Marc Parent, the President and Chief Executive Officer of CAE Inc. (CAE), joined our Board. CAE, which is listed on both the New York Stock Exchange and the Toronto Stock Exchange, is a global leader in training for the civil aviation, defence and security, and healthcare markets. CAE's healthcare business designs and manufactures simulators, audiovisual and simulation centre management solutions, develops courseware, and offers services for training of medical, nursing and allied healthcare students as well as clinicians in educational institutions, hospitals and defence organizations worldwide. A native of Montreal, Marc is a graduate of mechanical engineering from Montreal's Ecole Polytechnique and of the Harvard Business School's Advanced Management Program, and was awarded an Honorary Doctorate from Ecole Polytechnique for his contributions to the aerospace industry in Montreal and internationally.


Consolidated highlights
---------------------------------------------------------------------------
                                      Third quarters ended September 30
                                 --------------------------------------
($ millions, unless otherwise
 noted)                                  2017         2016       Change
---------------------------------------------------------------------------
Consolidated statements of income
---------------------------------------------------------------------------
Operating revenues                      3,366        3,238          4.0%
Operating income                          649          616          5.4%
Income before income taxes                500          487          2.7%
Net income                                370          355          4.2%
Net income attributable to Common
 Shares                                   367          348          5.5%

Earnings per share (EPS) ($)
  Basic EPS                              0.62         0.59          5.1%
  Adjusted basic EPS(1)                  0.66         0.65          1.5%
  Diluted EPS                            0.62         0.59          5.1%
Dividends declared per Common
 Share ($)                             0.4925         0.46          7.1%

Basic weighted-average Common
 Shares outstanding (millions)            594          592          0.4%
---------------------------------------------------------------------------
Consolidated statements of cash
flows
---------------------------------------------------------------------------
Cash provided by operating
 activities                             1,133        1,032          9.8%
Cash used by investing activities        (866)        (680)        27.4%
  Capital expenditures(2)                (821)        (787)         4.3%

Cash used by financing activities        (150)        (370)       (59.5)%
---------------------------------------------------------------------------
Other highlights
---------------------------------------------------------------------------
Subscriber connections(3)
 (thousands)
EBITDA (earnings before interest,
 income taxes, depreciation and
 amortization)(1)                       1,196        1,131          5.9%
Restructuring and other costs(1)           36           60        (40.0)%
Adjusted EBITDA(4)                      1,232        1,181          4.4%
Adjusted EBITDA margin(5) (%)            36.6         36.5          0.1pts.
Free cash flow(1)                         215           98        119.4%
Net debt to EBITDA - excluding
 restructuring and other costs(1)
 (times)
---------------------------------------------------------------------------

Consolidated highlights
----------------------------------------------------------------------------
                                   Nine-month periods ended September 30
                                  ------------------------------------------
($ millions, unless otherwise
 noted)                                   2017         2016       Change
----------------------------------------------------------------------------
Consolidated statements of income
----------------------------------------------------------------------------
Operating revenues                       9,837        9,494          3.6%
Operating income                         2,046        1,946          5.1%
Income before income taxes               1,617        1,560          3.7%
Net income                               1,197        1,149          4.2%
Net income attributable to Common
 Shares                                  1,179        1,142          3.2%

Earnings per share (EPS) ($)
  Basic EPS                               1.99         1.93          3.1%
  Adjusted basic EPS(1)                   2.08         2.05          1.5%
  Diluted EPS                             1.99         1.93          3.1%
Dividends declared per Common
 Share ($)                              1.4650         1.36          7.7%

Basic weighted-average Common
 Shares outstanding (millions)             592          593         (0.1)%
----------------------------------------------------------------------------
Consolidated statements of cash
flows
----------------------------------------------------------------------------
Cash provided by operating
 activities                              2,968        2,487         19.3%
Cash used by investing activities       (2,909)      (2,075)        40.2%
  Capital expenditures(2)               (2,355)      (2,174)         8.3%

Cash used by financing activities           (3)        (225)       (98.7)%
----------------------------------------------------------------------------
Other highlights
----------------------------------------------------------------------------
Subscriber connections(3)
 (thousands)                            12,942       12,577          2.9%
EBITDA (earnings before interest,
 income taxes, depreciation and
 amortization)(1)                        3,651        3,460          5.5%
Restructuring and other costs(1)            79          131        (39.7)%
Adjusted EBITDA(4)                       3,727        3,557          4.8%
Adjusted EBITDA margin(5) (%)             37.9         37.5          0.4pts.
Free cash flow(1)                          692          332        108.4%
Net debt to EBITDA - excluding
 restructuring and other costs(1)
 (times)                                  2.76         2.62         0.14
----------------------------------------------------------------------------
----------------------------------------------------------------------------
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 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,
    measured at the end of the respective periods based on information in
    billing and other systems. In relation to an acquisition and a
    divestiture that were both undertaken during the first quarter of 2017,
    January 1, 2017 residential NALs, high-speed Internet and TELUS TV
    subscriber balances were increased by a net 1,000, 6,000 and 5,000,
    respectively, and are not included in subscriber connection net
    additions metrics in Section 5.5. Effective April 1, 2017, postpaid
    subscribers, total subscribers and associated operating statistics
    (gross additions, net additions, average revenue per subscriber unit per
    month (ARPU) and churn) have been adjusted to include an estimated
    migration of 85,000 Manitoba Telecom Services Inc. (MTS) subscribers in
    the opening subscriber balances. Cumulative subscriber connections also
    include an April 1, 2017 adjustment to remove approximately 19,000
    prepaid and 25,000 postpaid subscriptions from the respective subscriber
    bases, primarily due to our national CDMA network shutdown.
4   Adjusted EBITDA for all periods excludes restructuring and other costs
    (See Section 11.1 for restructuring and other cost amounts). Adjusted
    EBITDA for the first nine months of 2017 excludes net gains and equity
    income of $3 million related to real estate joint venture developments.
    Adjusted EBITDA for the third quarter of 2016 excludes net gains and
    equity income of $10 million related to real estate joint venture
    developments. Adjusted EBITDA for the first nine months of 2016
    excludes: (i) a $15 million gain in the second quarter of 2016 from the
    exchange of wireless spectrum licences; and (ii) net gains and equity
    income of $19 million ($9 million in the second quarter and $10 million
    in the third quarter) related to real estate joint venture developments.
5   Adjusted EBITDA margin is Adjusted EBITDA divided by Operating revenues,
    where 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 from exchange of wireless spectrum licences in the
    second quarter of 2016.
----------------------------------------------------------------------------

Operating highlights


--  Consolidatedoperating revenues increased by $128 million in the third
    quarter of 2017 and $343 million in the first nine months of 2017:

    Service revenues increased by $129 million in the third quarter of 2017
    and $371 million in the first nine months of 2017, mainly due to growth
    in wireless network revenue and wireline data services revenue, partly
    offset by the ongoing decline in legacy wireline voice revenue.

    Equipment revenues were relatively flat in the third quarter of 2017. In
    the first nine months of 2017, equipment revenues decreased by $9
    million, reflecting a combination of higher wireless per-unit subsidies
    including devices on Premium Plus plans and wireless competitive
    intensity, partly offset by increased wireless postpaid gross additions
    and higher wireless retention volumes.

    Other operating income was relatively flat in the third quarter of 2017
    and decreased by $19 million in the first nine months of 2017 largely
    due to lower net gains in the current period than in the comparable
    period. This change includes lower net gains and equity income related
    to real estate joint venture developments, in addition to non-recurring
    2016 gains related to the exchange of wireless spectrum licences and
    from the sale of property, plant and equipment, partly offset by the
    non-recurrence of 2016 provisions related to written put options in
    respect of non-controlling interests in TELUS International (Cda) Inc.

    For additional details on operating revenues, see Section 5.4 Wireless
    segment and Section 5.5 Wireline segment.

--  During the 12-month period ending on September 30, 2017, our total
    subscriber connections increased by 365,000, reflecting a 5.4% increase
    in wireless postpaid subscribers, a 3.9% increase in TELUS TV
    subscribers and a 5.6% increase in high-speed Internet subscribers,
    partly offset by an 8.4% decline in wireless prepaid subscribers and a
    6.0% decline in wireline residential NALs.

    Our postpaid wireless subscriber net additions were 115,000 in the third
    quarter of 2017 and 258,000 in the first nine months of 2017, up 28,000
    and 102,000, respectively, compared to the same periods in 2016 from
    higher gross additions due to the success of our promotions including
    our focus on higher-value loading, and cost-effective prepaid
    migrations. Our monthly postpaid subscriber churn rate was 0.86% in the
    third quarter of 2017 and 0.86% in the first nine months of 2017, as
    compared to 0.94% in the third quarter of 2016 and 0.93% in the first
    nine months of 2016. (See Section 5.4 Wireless segment for additional
    details.)

    Net additions of high-speed Internet subscribers were 19,000 in the
    third quarter of 2017 and 60,000 in the first nine months of 2017, up
    5,000 in the quarter and 16,000 in the nine-month period. The increases
    resulted from the continued expansion of our high-speed broadband
    footprint, including fibre to the premises (FTTP) and the success of
    recently launched innovative product offerings. Net additions of TELUS
    TV subscribers were 9,000 in the third quarter of 2017 and 21,000 in the
    first nine months of 2017, down 5,000 in the quarter and 17,000 in the
    nine-month period. These net addition results reflect lower gross
    additions and a decline in satellite-TV subscribers due to a declining
    overall market for paid TV services resulting from the effects of
    heightened competitive intensity, including from over-the-top (OTT)
    services and a high rate of market penetration. These pressures were
    partly offset by the 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. This
    contributed to overall combined Internet and TV subscriber growth of
    132,000 or 4.9% over the last 12 months. (See Section 5.5 Wireline
    segment for additional details.)

--  Operating income increased by $33 million in the third quarter of 2017
    and $100 million in the first nine months of 2017. The increases reflect
    growth in EBITDA partially offset by increased depreciation and
    amortization expenses resulting from higher expenditures associated with
    both our capital asset base and intangible asset base, including
    acquisitions, and the impact of our continuing program of asset life
    studies.

    EBITDA includes restructuring and other costs, and includes net gains
    and equity income related to real estate joint venture developments
    recorded in the second quarter of 2017 and the second and third quarters
    of 2016, as well as a gain from the exchange of wireless spectrum
    licences recorded in the second quarter of 2016. EBITDA increased by $65
    million in the third quarter of 2017 and $191 million in the first nine
    months of 2017. The increases reflect: (i) growth in wireless network
    revenues and increased wireline data revenues, partially offset by
    increased costs associated with higher wireless gross loading and
    retention volumes; (ii) lower restructuring and other costs, partly
    offset by costs associated with the migration of subscribers acquired
    from MTS; and (iii) lower employee benefits expense.

    Adjusted EBITDA excludes restructuring and other costs, and excludes net
    gains and equity income related to real estate joint venture
    developments recorded in the second quarter of 2017 and the second and
    third quarters of 2016, in addition to the exclusion of a gain from the
    exchange of wireless spectrum licences recorded in the second quarter of
    2016. Adjusted EBITDA increased by $51 million or 4.4% in the third
    quarter of 2017 and $170 million or 4.8% in the first nine months of
    2017. (See Section 5.4 Wireless segment and Section 5.5 Wireline segment
    for additional details.)

--  Income before income taxes increased by $13 million in the third quarter
    of 2017 and $57 million in the first nine months of 2017, reflecting
    higher Operating income as noted above, partly offset by an increase in
    Financing costs. The increase in Financing costs resulted from lower
    capitalized long-term debt interest costs for spectrum licences that are
    now being deployed and higher average long-term debt outstanding. (See
    Financing costs in Section 5.3.)

--  Income taxes were relatively flat in the third quarter of 2017 and
    increased by $9 million in the first nine months of 2017 primarily due
    to higher Income before income taxes.

--  Net income attributable to Common Shares increased by $19 million in the
    third quarter of 2017 and $37 million in the first nine months of 2017.
    These increases were driven by higher Operating income partly offset by
    increased Financing costs. Adjusted Net income excludes the effects of
    restructuring and other costs, net gains and equity income related to
    real estate joint venture developments recorded in the second quarter of
    2017 and second and third quarters of 2016, income tax-related
    adjustments, and a non-recurring gain from the exchange of wireless
    spectrum licences recorded in the second quarter of 2016. Adjusted Net
    income increased by $8 million or 2.1% in the third quarter of 2017 and
    $20 million or 1.7% in the first nine months of 2017.


Analysis of Net income
----------------------------------------------------------------------------
                            Third quarters ended        Nine-month periods
                                    September 30        ended September 30
                         -----------------------   -------------------------
($)                         2017    2016  Change      2017    2016  Change
----------------------------------------------------------------------------
Net income attributable
 to Common Shares            367     348      19     1,179   1,142      37
Add back (deduct):
 Gain on the exchange of
  wireless spectrum
  licences, after income
  taxes                        -       -       -         -     (13)     13
 Net gains and equity
  income from real estate
  joint venture
  developments, after
  income taxes                 -      (6)      6        (2)    (11)      9
 Restructuring and other
  costs, after income
  taxes                       26      44     (18)       58      96     (38)
 Favourable income tax-
  related adjustments         (2)     (3)      1        (3)     (2)     (1)
----------------------------------------------------------------------------
Adjusted Net income          391     383       8     1,232   1,212      20
----------------------------------------------------------------------------

--  Basic EPS increased by $0.03 or 5.1% in the third quarter of 2017 and
    $0.06 or 3.1% in the first nine months of 2017. Adjusted basic EPS
    excludes the effects of restructuring and other costs, net gains and
    equity income related to real estate joint venture developments recorded
    in the second quarter of 2017 and second and third quarters of 2016,
    income tax-related adjustments, and a non-recurring gain from the
    exchange of wireless spectrum licences recorded in the second quarter of
    2016. Adjusted basic EPS increased by $0.01 or 1.5% in the third quarter
    of 2017 and $0.03 or 1.5% in the first nine months of 2017.

Analysis of basic EPS
----------------------------------------------------------------------------
                            Third quarters ended        Nine-month periods
                                    September 30        ended September 30
                         -----------------------   -------------------------
($)                         2017    2016  Change      2017    2016  Change
----------------------------------------------------------------------------
Basic EPS                   0.62    0.59    0.03      1.99    1.93    0.06
Add back (deduct):
 Gain on the exchange of
  wireless spectrum
  licences, after income
  taxes, per share             -       -       -         -   (0.02)   0.02
 Net gains and equity
  income from real estate
  joint venture
  developments, after
  income taxes, per share      -   (0.01)   0.01         -   (0.02)   0.02
 Restructuring and other
  costs, after income
  taxes, per share          0.05    0.08   (0.03)     0.10    0.16   (0.06)
 Favourable income tax-
  related adjustments,
  per share                (0.01)  (0.01)      -     (0.01)      -   (0.01)
----------------------------------------------------------------------------
Adjusted basic EPS          0.66    0.65    0.01      2.08    2.05    0.03
----------------------------------------------------------------------------

--  Dividends declared per Common Share were $0.4925 in the third quarter of
    2017 and $1.4650 in the first nine months of 2017, reflecting increases
    of 7.1% from the third quarter of 2016 and 7.7% from the first nine
    months of 2016. This is consistent with our announced intention of
    dividend growth in the range of 7 to 10% per annum through 2019. On
    November 8, 2017, the Board declared a fourth quarter dividend of
    $0.5050 per share on the issued and outstanding Common Shares, payable
    on January 2, 2018, to shareholders of record at the close of business
    on December 11, 2017. The fourth quarter dividend reflects a quarterly
    increase of $0.025 per share or 5.2% from the $0.48 per share dividend
    declared one year earlier and an annualized increase of $0.13 per share
    or 7.1% in 2017 compared to the $1.84 per share dividend declared in
    2016.



Liquidity and capital resource highlights


--  Net debt to EBITDA - excluding restructuring and other costs was 2.76
    times at September 30, 2017, up from 2.62 times at September 30, 2016,
    as the increase in net debt exceeded the growth in EBITDA - excluding
    restructuring and other costs. (See Section 7.5 Liquidity and capital
    resource measures.)

--  Cash provided by operating activities increased by $101 million in the
    third quarter of 2017 and $481 million in the first nine months of 2017
    due to lower income taxes instalments paid and growth in Adjusted
    EBITDA.

--  Cash used by investing activities increased by $186 million in the third
    quarter of 2017 and $834 million in the first nine months of 2017
    attributed to higher cash payments for acquisitions and higher capital
    expenditures. Acquisitions increased by $68 million in the third quarter
    of 2017 and $544 million in the first nine months of 2017, primarily due
    to the acquisition of Voxpro, in addition to the second quarter
    acquisitions of approximately one-quarter of MTS postpaid wireless
    subscribers, certain network assets and rights to 15 retail locations in
    Manitoba, as well as Kroll Computer Systems Inc. Capital expenditures
    increased by $34 million in the third quarter of 2017 and $181 million
    in the first nine months of 2017, mainly due to continued generational
    capital investments in broadband infrastructure and our network
    enhancement investments in Manitoba to improve coverage, capacity and
    speeds to significantly enhance our customer experience and supplement
    the business acquisition of MTS subscribers, dealers and network.
    Investments in our broadband infrastructure include our fibre-optic
    network, which supports our small-cell technology strategy to improve
    coverage and capacity and prepare for a more efficient and timely
    evolution to 5G, as well as connect more homes and businesses directly
    to our fibre-optic network. (See Section 7.3 Cash used by investing
    activities.)

--  Cash used by financing activities decreased by $220 million in the third
    quarter of 2017 reflecting increased issuances of long-term debt net of
    redemptions. In the first nine months of 2017, Cash used by financing
    activities decreased by $222 million as increased issuances of long-term
    debt net of redemptions, coupled with no share repurchase activity in
    2017, was partly offset by the impact of the 2016 non-recurring issuance
    of shares by a subsidiary to a non-controlling interest. (See Section
    7.4 Cash used by financing activities.)

--  Free cash flow increased by $117 million in the third quarter of 2017
    and $360 million in the first nine months of 2017, resulting from lower
    income taxes paid and increased EBITDA, partially offset by an increase
    in capital expenditures. (See calculation in Section 11.1 Non-GAAP and
    other financial measures.)


2. Core business and strategy

Our core business was described in our 2016 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 $8.7 billion in the first nine months of 2017, up $428 million or 5.2%, while remaining revenues totalled $1.1 billion in the first nine months of 2017, down $85 million or 7.0%. These external wireless revenues and wireline data revenues represented 89% of our consolidated revenues for the first nine months of 2017, as compared to $8.2 billion, or 87%, in the same period in 2016.

Providing integrated solutions that differentiate TELUS from our competitors

In July 2017, TELUS Health announced the launch of MedDialog, a national clinical solution that allows doctors to communicate electronically with other physicians regarding the care of their patients directly from their electronic medical record systems. This technology will enable more efficient clinical practice and better patient care by eliminating the need for phone and fax communications and ensuring all patient communication history remains within the digital chart.

Building national capabilities across data, IP, voice and wireless

In September 2017, we successfully completed Canada's first test of licensed assisted access (LAA) on indoor and outdoor live networks. The test delivered wireless download speeds of 970 Mbps indoors and 966 Mbps outdoors using 80Mhz of aggregated spectrum in a live, dynamic production network. LAA technology will enhance the TELUS network as it continues to evolve towards next-generation 5G speeds, bringing customers higher throughput and a better overall network experience as we deploy the technology into our network in the coming years.

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

As discussed in Section 1.3, on August 31, 2017, we acquired 55% of Voxpro and approximately 2,700 Voxpro team members joined us through our TELUS International (Cda) Inc. subsidiary. The Ireland headquartered company now operates as Voxpro - powered by TELUS International.

3. Corporate priorities for 2017

Our 2017 corporate priorities were listed in our 2016 annual MD&A and updated in our first quarter 2017 MD&A. They are:


----------------------------------------------------------------------------
 - Delivering on TELUS' future friendly® brand promise by putting
   customers first
 - Elevating our winning culture for sustained competitive advantage
 - Generating profitable top-line revenue growth while enhancing our
   operational efficiency
 - Increasing our competitive advantage through advanced, client-centric
   technology, networks and systems that lead the world in reliability
 - Driving TELUS' leadership position in our chosen business, public sector
   and international markets
 - Advancing TELUS' leadership in healthcare information management for
   better human outcomes.
----------------------------------------------------------------------------

4. Capabilities

The forward-looking statements in this section, including statements regarding our dividend growth program and our financial objectives in Section 4.3, are qualified by the Caution regarding forward-looking statements at the beginning of this MD&A.

4.1 Principal markets addressed and competition

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

4.2 Operational resources

For a discussion of our operational resources, please refer to Section 4.2 of our 2016 annual MD&A.

Wireless

Churn is defined in Section 11.2 of this MD&A. Our monthly postpaid churn rate was 0.86% in the third quarter of 2017 and has now been below 1% for 16 of the past 17 quarters despite strong competitive and economic pressures. In the third quarter of 2017, we continued to deliver leading blended customer churn on a national basis. Our monthly blended churn was 1.05% in the third quarter of 2017, which represented our lowest third quarter churn rate since we became a national carrier 17 years ago. This further exemplifies the success of our differentiated customers first culture, our ongoing focus on delivering an outstanding customer experience, combined with attractive new products and services, and our retention programs.

Since mid-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. This includes investments in wireless small cells connected to our fibre network to improve coverage and capacity and prepare for a more efficient and timely evolution to 5G wireless services.

As at September 30, 2017, our 4G long-term evolution (LTE) network covered 99% of Canada's population, up from 97% at September 30, 2016. Furthermore, we have continued to invest in our LTE advanced network roll-out, which covered more than 85% of Canada's population at September 30, 2017, up from 61% at September 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 September 30, 2017.

Wireline

We have continued to invest in our incumbent local exchange carrier (ILEC) 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 in communities 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 4K TV, and enhanced marketing of data products and bundles. Our fibre network is also an essential component of our wireless network, and will enable 5G deployment in the future.

As at September 30, 2017, our high-speed broadband coverage reached approximately 3 million households and businesses in B.C., Alberta and Eastern Quebec, including approximately 1.33 million homes and businesses covered by fibre-optic cable, up from approximately 0.95 million homes and businesses in the third quarter of 2016, which provides these premises with immediate access to our gigabit-capable fibre-optic network.

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. In order to maintain or adjust our capital structure, we may change the amount of dividends paid to holders of Common Shares, purchase shares for cancellation pursuant to our normal course issuer bid (NCIB) programs, issue new debt, issue new debt to replace existing debt with different characteristics, issue new shares, 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 net debt to EBITDA - excluding restructuring and other costs ratio and the dividend payout ratio. (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 our 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 position 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 or that it will not be changed through 2019. (See
   Caution regarding forward-looking statements - Ability to sustain our
   dividend growth program through 2019 and Section 10.7 Financing, debt
   requirements and returning cash to shareholders in our 2016 annual MD&A.)
 - On November 8, 2017, a fourth quarter dividend of $0.5050 per share was
   declared on our issued and outstanding Common Shares, payable on January
   2, 2018, to shareholders of record at the close of business on December
   11, 2017. The fourth quarter dividend for 2017 reflects a quarterly
   increase of $0.025 per share or 5.2% from the $0.48 per share dividend
   paid on January 3, 2017 and an annualized increase of $0.13 per share or
   7.1% in 2017 compared to the $1.84 per share dividend declared in 2016.
 - In connection with dividends declared during the three-month and nine-
   month periods ended September 30, 2017, our dividend reinvestment and
   share purchase plan trustee purchased approximately 0.5 million dividend
   reinvestment Common Shares for $24 million, and approximately 1.6 million
   dividend reinvestment Common Shares for $68 million, respectively, with
   no discount applicable.

----------------------------------------------------------------------------
Purchase Common Shares

 - During the three-month and nine-month periods ended September 30, 2017,
   we did not have any transactions pursuant to our NCIB.

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

 - Our issued and outstanding commercial paper was $1,092 million at
   September 30, 2017, all of which was denominated in U.S. dollars
   (U.S.$875 million), compared to $613 million at December 31, 2016, and
   $137 million at September 30, 2016.
 - Our net draws on the TELUS International (Cda) Inc. credit facility were
   $358 million ($353 million net of unamortized costs) at September 30,
   2017, compared to $340 million ($332 million net of unamortized issue
   costs) at December 31, 2016, and $361 million ($352 million net of
   unamortized costs) at September 30, 2016.
 - Proceeds from securitized trade receivables were $100 million at
   September 30, 2017, (September 30 and December 31, 2016 - $100 million).

----------------------------------------------------------------------------
Maintain compliance with financial objectives

Certain of our current financial objectives will be reviewed in 2017 for
possible revision due to changes arising from the adoption of new accounting
standards, IFRS 15, Revenue from Contracts with Customers and IFRS 16,
Leases. (See Section 8.2Accounting policy developments in our 2016 annual
MD&A.)

 - Maintain investment grade credit ratings in the range of BBB+ or the
   equivalent - On November 9, 2017, 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 September 30, 2017, the ratio was
   2.76 times, outside of the range, primarily due to the funding of
   spectrum licences acquired in wireless spectrum auctions held during 2014
   and 2015, and the elevated strategic capital investments in our fibre-
   optic network. We expect this ratio to decline in 2018 and we continue to
   expect to return to within the objective range in the medium term,
   consistent with 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 - Our target ratio is on a prospective basis. The
   dividend payout ratio we present in this MD&A is a historical measure
   utilizing the last four quarters of dividends declared and earnings per
   share, and is disclosed for illustrative purposes in evaluating our
   target guideline. As at September 30, 2017, the historical ratio of 91%
   and the adjusted historical ratio of 79% exceeded the objective range,
   however, we currently expect that we will be within our target guideline
   when considered on a prospective basis within the medium term. (See
   Section 7.5 Liquidity and capital resource measures.)
 - Generally maintain a minimum of $1 billion in unutilized liquidity - As
   at September 30, 2017, our unutilized liquidity was more 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.

5. Discussion of operations

This section contains forward-looking statements, including those with respect to average revenue per subscriber unit per month (ARPU) growth, high-speed Internet subscriber growth, and the various trends described in this section as they relate to the future. There can be no assurance that we have accurately identified the trends based on past results or that these trends will continue. See Caution regarding forward-looking statements at the beginning of this MD&A.

5.1 General

A significant judgment we make is in respect of distinguishing between our wireless and wireline operations and cash flows (and this extends to allocations of both direct and indirect expenses and of capital expenditures). The clarity of such distinction has been increasingly affected by the convergence and integration of our wireless and wireline telecommunications infrastructure and technology. The continued build-out of our technology-agnostic fibre-optic infrastructure, in combination with converged edge technology, has significantly affected this judgment, as has the commercialization of fixed-wireless telecommunications solutions for customers and the consolidation of our non-customer facing operations. As a result, it has become increasingly impractical and difficult to objectively and clearly distinguish between our wireless and wireline operations and cash flows. As we do not currently aggregate operating segments, our reportable segments as at September 30, 2017, are also wireless and wireline. Segmented information in Note 5 of the interim consolidated financial statements is regularly reported to our Chief Executive Officer (CEO) (our chief operating decision-maker).

5.2 Summary of consolidated quarterly results and trends


Summary of quarterly results
----------------------------------------------------------------------------
($ millions, except per share
 amounts)                              2017 Q3   2017 Q2   2017 Q1  2016 Q4
----------------------------------------------------------------------------
Operating revenues                       3,366     3,273     3,198    3,305
----------------------------------------------------------------------------
Operating expenses
Goods and services purchased(1)          1,531     1,433     1,313    1,574
Employee benefits expense(1)               639       646       624      962
Depreciation and amortization              547       526       532      533
----------------------------------------------------------------------------
Total operating expenses                 2,717     2,605     2,469    3,069
----------------------------------------------------------------------------
Operating income                           649       668       729      236
Financing costs                            149       142       138      134
----------------------------------------------------------------------------
Income before income taxes                 500       526       591      102
Income taxes                               130       140       150       15
----------------------------------------------------------------------------
Net income                                 370       386       441       87
----------------------------------------------------------------------------
Net income attributable to Common
 Shares                                    367       379       433       81
----------------------------------------------------------------------------
Net income per Common Share:
  Basic earnings per share (basic
   EPS)                                   0.62      0.64      0.73     0.14
  Adjusted basic EPS(2)                   0.66      0.68      0.74     0.53
  Diluted EPS                             0.62      0.64      0.73     0.14
Dividends declared per Common Share     0.4925    0.4925      0.48     0.48
----------------------------------------------------------------------------
Additional information:
EBITDA(2)                                1,196     1,194     1,261      769
Restructuring and other costs(2)            36        39         4      348
Gains on the exchange of wireless
 spectrum licences                           -         -         -        -
Net gains and equity income from
 real estate joint venture
 developments                                -         3         -        7
Adjusted EBITDA(2)                       1,232     1,230     1,265    1,110
Cash provided by operating
 activities                              1,133     1,126       709      732
Free cash flow(2)                          215       260       217     (191)
----------------------------------------------------------------------------

Summary of quarterly results
----------------------------------------------------------------------------
($ millions, except per share
 amounts)                              2016 Q3   2016 Q2   2016 Q1   2015 Q4
----------------------------------------------------------------------------
Operating revenues                       3,238     3,148     3,108     3,217
----------------------------------------------------------------------------
Operating expenses
Goods and services purchased(1)          1,426     1,331     1,300     1,482
Employee benefits expense(1)               681       628       668       757
Depreciation and amortization              515       499       500       518
----------------------------------------------------------------------------
Total operating expenses                 2,622     2,458     2,468     2,757
----------------------------------------------------------------------------
Operating income                           616       690       640       460
Financing costs                            129       134       123       114
----------------------------------------------------------------------------
Income before income taxes                 487       556       517       346
Income taxes                               132       140       139        85
----------------------------------------------------------------------------
Net income                                 355       416       378       261
----------------------------------------------------------------------------
Net income attributable to Common
 Shares                                    348       416       378       261
----------------------------------------------------------------------------
Net income per Common Share:
  Basic earnings per share (basic
   EPS)                                   0.59      0.70      0.64      0.44
  Adjusted basic EPS(2)                   0.65      0.70      0.70      0.54
  Diluted EPS                             0.59      0.70      0.64      0.44
Dividends declared per Common Share       0.46      0.46      0.44      0.44
----------------------------------------------------------------------------
Additional information:
EBITDA(2)                                1,131     1,189     1,140       978
Restructuring and other costs(2)            60        23        48        99
Gains on the exchange of wireless
 spectrum licences                           -        15         -         -
Net gains and equity income from
 real estate joint venture
 developments                               10         9         -         -
Adjusted EBITDA(2)                       1,181     1,188     1,188     1,077
Cash provided by operating
 activities                              1,032       892       563       870
Free cash flow(2)                           98       126       108       197
----------------------------------------------------------------------------
----------------------------------------------------------------------------
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 trend of year-over-year increases in consolidated revenue reflects: (i) wireless network revenue generated from growth in both our ARPU and subscriber base; and (ii) wireline data service revenue, driven by Internet and enhanced data, TELUS Health, TELUS TV services and business process outsourcing revenues. Increased Internet and TV service revenues are being generated by subscriber growth and higher Internet revenue per customer. Consolidated revenue growth was partially offset by the continued decline in wireline voice revenues and the general decline in wireless equipment revenues. For additional information on wireless and wireline revenue and subscriber trends, see Section 5.4 Wireless segment and Section 5.5 Wireline segment.

The trend of year-over-year increases in Goods and services purchased expense reflects higher equipment expenses associated with increased postpaid gross additions and retention volumes, as well as increasing per-unit device costs including higher-value smartphones in the sales mix; increasing wireless customer service, administrative, roaming, and external labour expenses to support growth in our subscriber base; and increased wireline TV costs of sales associated with a growing subscriber base. These were partly offset by lower wireline equipment costs.

The general trend of year-over-year decreases in net Employee benefits expense reflects moderating wages and salaries resulting from a decrease in the number of full-time equivalent (FTE) domestic employees and the impact of benefits from certain contract concessions associated with our immediately vesting transformative compensation (recorded in the fourth quarter of 2016 and described in our 2016 annual MD&A) that are yielding efficiency improvements and continue to support our customer service focus. This was partly offset by increases in the number of employees to support business process outsourcing revenue growth and from business acquisitions.

The trend of year-over-year increases in Depreciation and amortization reflects increases due to growth in capital assets, which is supporting the expansion of our broadband footprint and enhanced long-term evolution (LTE) network coverage, and growth in business acquisitions, as well as the present impact of our continuing program of asset life studies. The investments in our fibre-optic network also support our small-cell technology strategy to improve coverage and capacity while preparing for a more efficient and timely evolution to 5G.

The trend of year-over-year increases in Financing costs reflects an increase in long-term debt outstanding, mainly associated with our generational investments in fibre to homes and businesses and our wireless network, and the significant investments in wireless spectrum licences acquired during auctions in 2014 and 2015. Financing costs are net of capitalized interest which was related to spectrum licences acquired during the wireless spectrum licence auctions. Capitalization of interest ceased in the first quarter of 2017, as cell sites are now capable of utilizing those spectrum frequencies. Financing costs also include the Employee defined benefit plans net interest expense. Additionally, for the eight periods shown, Financing costs include varying amounts of foreign exchange gains or losses and varying amounts of interest income.

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 periods for income taxes of prior periods, including any related after-tax interest on reassessments. Historically, the trend in basic EPS has also been impacted by share purchases under our normal course issuer bid programs. However, there have been no repurchases in the first nine months of 2017.

The general trend of year-over-year increases in Cash provided by operating activities reflects generally higher consolidated Adjusted EBITDA. It also reflects increased interest payments arising from increases in debt outstanding, offset by lower fixed-term interest rates. Both income tax payments and restructuring and other costs have generally increased in 2016, but cash income tax payments have decreased in fiscal 2017, consistent with our assumption described in Section 9.3 of our 2016 annual MD&A and updated in Section 9 Update to assumptions. The trend in free cash flow reflects the factors affecting Cash provided by operating activities, as well as increases in capital expenditures. For further discussion on trends, see Section 5.4 Wireless segment and Section 5.5 Wireline segment.

5.3 Consolidated operations

The following is a discussion of our consolidated financial performance. Segment information in Note 5 of the interim consolidated financial statements is regularly reported to our CEO. We discuss the performance of our segments in Section 5.4 Wireless segment,Section 5.5 Wireline segment and Section 7.3 Cash used by investing activities.


Operating revenues
----------------------------------------------------------------------------
                           Third quarters ended        Nine-month periods
                                   September 30        ended September 30
                        ------------------------- --------------------------
($ millions)                2017    2016 Change       2017    2016 Change
----------------------------------------------------------------------------
Service                    3,174   3,045    4.2%     9,292   8,921    4.2%
Equipment                    181     180    0.6%       507     516   (1.7)%
----------------------------------------------------------------------------
Revenues arising from
 contracts with
 customers                 3,355   3,225    4.0%     9,799   9,437    3.8%
Other operating income        11      13  (15.4)%       38      57  (33.3)%
----------------------------------------------------------------------------
                           3,366   3,238    4.0%     9,837   9,494    3.6%
----------------------------------------------------------------------------

Consolidated operating revenues increased by $128 million in the third quarter of 2017 and $343 million in the first nine months of 2017.


--  Service revenues increased by $129 million in the third quarter of 2017
    and $371 million in the first nine months of 2017, primarily reflecting
    growth in wireless network revenue and wireline data services, partly
    offset by the continuing decline in wireline voice revenues. Wireless
    network revenue reflects growth in blended ARPU and a growing wireless
    subscriber base and, to a lesser extent, revenues related to postpaid
    subscribers we acquired from Manitoba Telecom Services Inc. (MTS).
    Wireline data service revenue reflects increases in Internet and
    enhanced data service, TELUS Health, and TELUS TV revenues. Higher TELUS
    Health revenues were driven by organic growth through additional
    professional services and support revenue, and through acquisitions.
    Professional services revenue increased in large part due to being
    selected as the technology solution provider for PrescribeIT, a national
    e-prescribing service, and support revenue growth has arisen from
    additional physicians using our electronic medical records offering.
    Internet and TV revenues increased due to subscriber growth, as well as
    higher Internet revenue per customer.

--  Equipment revenues were relatively flat in the third quarter of 2017.
    For the nine-month period, equipment revenues decreased by $9 million,
    primarily reflecting a decrease in wireless equipment revenue from a
    combination of higher per-unit subsidies including devices on Premium
    Plus plans and wireless competitive intensity, partly offset by
    increased postpaid gross additions and higher wireless retention
    volumes.

--  Other operating income was relatively flat in the third quarter of 2017
    and decreased by $19 million in the first nine months of 2017, primarily
    due to lower net gains in the current period than in the comparable
    period. These changes include lower net gains and equity income related
    to real estate joint venture developments, in addition to non-recurring
    2016 gains related to the exchange of wireless spectrum licences and
    from the sale of property, plant and equipment, partly offset by the
    non-recurrence of 2016 provisions related to written put options issued
    in a 2012 business combination for the non-controlling interests.


Operating expenses
----------------------------------------------------------------------------
                           Third quarters ended        Nine-month periods
                                   September 30        ended September 30
                        ------------------------- --------------------------
($ millions)                2017    2016 Change       2017    2016 Change
----------------------------------------------------------------------------
Goods and services
 purchased                 1,531   1,426    7.4%     4,277   4,057    5.4%
Employee benefits
 expense                     639     681   (6.2)%    1,909   1,977   (3.4)%
Depreciation                 410     388    5.7%     1,203   1,158    3.9%
Amortization of
 intangible assets           137     127    7.9%       402     356   12.9%
----------------------------------------------------------------------------
                           2,717   2,622    3.6%     7,791   7,548    3.2%
----------------------------------------------------------------------------

Consolidated operating expenses increased by $95 million in the third quarter of 2017 and $243 million in the first nine months of 2017.


--  Goods and services purchased increased by $105 million in the third
    quarter of 2017 and $220 million in the first nine months of 2017,
    reflecting increased costs associated with higher wireless gross loading
    and retention volumes (retention volumes increased by 6.5% in the third
    quarter of 2017 and 1.9% in the first nine months of 2017), higher
    handset costs, increased roaming costs, increased advertising and
    promotion expense, increased external labour to support a growing
    subscriber base, higher non-labour restructuring costs including those
    associated with the migration of subscribers from MTS, customer support
    costs related to acquired MTS subscribers and higher TV content costs.

--  Employee benefits expense decreased by $42 million in the third quarter
    of 2017 and $68 million in the first nine months of 2017 due to the non-
    recurrence of labour-related restructuring expenses from 2016, and the
    benefits from certain contract concessions associated with our
    immediately vesting transformative compensation that are yielding
    efficiency improvements and continue to support our customer service
    focus.

--  Depreciation increased by $22 million in the third quarter of 2017 and
    $45 million in the first nine months of 2017 due to increased
    expenditures associated with capital assets, including those arising
    from business acquisitions, as well as the impact of our continuing
    program of asset life studies.

--  Amortization of intangible assets increased by $10 million in the third
    quarter of 2017 and $46 million in the first nine months of 2017,
    reflecting increased expenditures associated with the intangible asset
    base, including those arising from business acquisitions.


Operating income
----------------------------------------------------------------------------
                            Third quarters ended        Nine-month periods
                                    September 30        ended September 30
                         ------------------------- -------------------------
($ millions)                2017    2016  Change      2017    2016  Change
----------------------------------------------------------------------------
Wireless EBITDA (See
 Section 5.4)                788     759     3.9%    2,391   2,308     3.6%
Wireline EBITDA (See
 Section 5.5)                408     372     9.8%    1,260   1,152     9.3%
----------------------------------------------------------------------------
EBITDA                     1,196   1,131     5.9%    3,651   3,460     5.5%
Depreciation and
 amortization (discussed
 above)                     (547)   (515)    6.2%   (1,605) (1,514)    6.0%
----------------------------------------------------------------------------
                             649     616     5.4%    2,046   1,946     5.1%
----------------------------------------------------------------------------

Operating income increased by $33 million in the third quarter of 2017 and $100 million in the first nine months of 2017. EBITDA increased by $65 million in the third quarter of 2017 and $191 million in the first nine months of 2017 and was negatively affected by in-quarter costs and revenue impacts of $4 million related to the wildfires in Western Canada. Adjusted EBITDA (see Section 11.1) increased by $51 million in the third quarter of 2017 and $170 million in the first nine months of 2017. These increases reflect wireless network revenue growth driven by higher ARPU and a larger customer base, in addition to growth in data service margins.


Financing costs
----------------------------------------------------------------------------
                            Third quarters ended        Nine-month periods
                                    September 30        ended September 30
                         ------------------------- -------------------------
($ millions)                2017    2016  Change      2017    2016  Change
----------------------------------------------------------------------------
Gross interest expense       144     137     5.1%      430     412     4.4%
Capitalized long-term
 debt interest                 -     (12)    n/m         -     (40)    n/m
----------------------------------------------------------------------------
Interest expense             144     125    15.2%      430     372    15.6%
Employee defined benefit
 plans net interest            1       1       -%        4       3    33.3%
Interest (income)             (1)      -     n/m        (2)     (1)  100.0%
Foreign exchange losses
 (gains)                       5       3    66.7%       (3)     12  (125.0)%
----------------------------------------------------------------------------
                             149     129    15.5%      429     386    11.1%
----------------------------------------------------------------------------

Financing costs increased by $20 million in the third quarter of 2017 and $43 million in the first nine months of 2017, mainly due to the following factors:


--  Gross interest expense, prior to capitalization of long-term debt
    interest, increased by $7 million in the third quarter of 2017 and $18
    million in the first nine months of 2017, primarily due to the increase
    in average long-term debt balances outstanding, 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
    4.16% at September 30, 2017, as compared to 4.23% one year earlier. (See
    Long-term debtissues 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
    deploy in our existing network. Capitalization of long-term debt
    interest occurs 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. The capitalization of
    interest ceased in the first quarter of 2017.

--  Employee defined benefit plans net interest was flat in the third
    quarter of 2017 and was relatively flat in the first nine months of
    2017. There was a small increase in the defined benefit plan deficit at
    December 31, 2016, compared to December 31, 2015, and minimal change in
    the discount rate.

--  Foreign exchange losses (gains) have fluctuated as a result of the
    strengthening of the Canadian dollar relative to the U.S. dollar in
    2017, combined with the impact of our hedging activities and the impacts
    from our international business process outsourcing operations.


Income taxes
----------------------------------------------------------------------------
                                     Third quarters ended September 30
                                -------------------------------------------
($ millions, except tax rates)           2017          2016     Change
----------------------------------------------------------------------------
Income tax computed at
 applicable statutory rates               133           129        3.1%
Adjustments recognized in the
 current period for income taxes
 of prior periods                          (2)           (3)     (33.3)%
Revaluation of deferred income
 tax liability to reflect future
 statutory income tax rates                 -             -          -%
Other                                      (1)            6     (116.7)%
----------------------------------------------------------------------------
Income taxes                              130           132       (1.5)%
----------------------------------------------------------------------------
Income taxes computed at
 applicable statutory rates (%)          26.6          26.6          - pts.
Effective tax rate (%)                   26.0          27.1       (1.1) pt.
----------------------------------------------------------------------------

Income taxes
----------------------------------------------------------------------------
                                 Nine-month periods ended September 30
                                --------------------------------------------
($ millions, except tax rates)           2017          2016     Change
----------------------------------------------------------------------------
Income tax computed at
 applicable statutory rates               431           414        4.1%
Adjustments recognized in the
 current period for income taxes
 of prior periods                          (3)           (3)         -%
Revaluation of deferred income
 tax liability to reflect future
 statutory income tax rates                 -             1     (100.0)%
Other                                      (8)           (1)       n/m
----------------------------------------------------------------------------
Income taxes                              420           411        2.2%
----------------------------------------------------------------------------
Income taxes computed at
 applicable statutory rates (%)          26.7          26.5        0.2 pts.
Effective tax rate (%)                   26.0          26.3       (0.3) pts.
----------------------------------------------------------------------------

Total income tax expense was relatively flat in the third quarter of 2017 and increased by $9 million in the first nine months of 2017. The increase for the nine-month period was primarily due to higher Income before income taxes.


Comprehensive income
--------------------------------------------------------------------------
                                       Third quarters ended September 30
                                   ---------------------------------------
($ millions)                                2017          2016    Change
--------------------------------------------------------------------------
Net income                                   370           355       4.2%
Other comprehensive income (loss)
 (net of income taxes):
  Items that may be subsequently
   reclassified to income                      5             -       n/m
  Item never subsequently
   reclassified to income -
   Employee defined benefit plans
   re-measurements                           (22)          150    (114.7)%
--------------------------------------------------------------------------
Comprehensive income                         353           505     (30.1)%
--------------------------------------------------------------------------

Comprehensive income
----------------------------------------------------------------------------
                                    Nine-month periods ended September 30
                                    ----------------------------------------
($ millions)                                 2017         2016     Change
----------------------------------------------------------------------------
Net income                                  1,197        1,149        4.2%
Other comprehensive income (loss)
 (net of income taxes):
  Items that may be subsequently
   reclassified to income                      18          (10)       n/m
  Item never subsequently
   reclassified to income -
   Employee defined benefit plans
   re-measurements                             64          167      (61.7)%
----------------------------------------------------------------------------
Comprehensive income                        1,279        1,306       (2.1)%
----------------------------------------------------------------------------

Comprehensive income decreased by $152 million in the third quarter of 2017 and $27 million in the nine-month period, primarily due to decreases in employee defined benefit plan re-measurement amounts, partly offset by increases 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 trends and seasonality

The historical trend in wireless network revenue reflects growth in both ARPU and our subscriber base, driven by larger proportions of higher-rate plans in the revenue mix and higher data consumption. This growth, coupled with higher-value smartphones in the sales mix, was partially offset by the general decline in wireless equipment revenues. This general decline in wireless equipment revenues reflects higher per-unit subsidies including devices on Premium Plus plans, driven by competitive intensity. The general trend of year-over-year increases in subscriber net additions resulted from the success of our promotions, including marketing efforts focused on higher-value postpaid and smartphone loading, coupled with the effects of market growth arising from a growing population, changing population demographics and an increasing number of customers with multiple activated devices. Although there has historically been significant third and fourth quarter seasonal effects that result in increased loading, competitive intensity in both the consumer and business markets as well as other factors may impact subscriber addition results and trends for future periods.

The wireless ARPU growth trend increased in 2017 due to an emphasis on marketing and increased mix of higher-rate plans, including the Premium Plus plans launched in June 2016 and a higher mix of data share plans. This was partly offset by competitive pressures driving larger allotments of data provided in rate plans, including data sharing and international data roaming features and plans, consumer behavioural response to increased frequency of customer data usage notifications, and offloading of data traffic to Wi-Fi hotspots. ARPU is expected to continue to increase modestly, as a result of the continued growth in data consumption 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, the regulatory environment, device selection and other factors, and, as a consequence, there cannot be assurance that ARPU growth will continue to materialize.

The trend of year-over-year improvements in our average monthly postpaid subscriber churn reflects our efforts of putting customers first and retention programs. We may experience pressure on our postpaid subscriber churn if the level of competitive intensity increases, in part due to increased promotional activity, an increase in customers on expired contracts, as well as customers bringing their own devices and therefore not entering into new contracts. Accordingly, our wireless segment historical operating results and trends may not be reflective of results and trends for future periods.

Historically, the third and fourth quarter seasonal effects described above have reflected 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 promotional events such as back to school, Black Friday and the Christmas holiday season. 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, and are usually followed by sequential increases in wireless EBITDA from the fourth quarter through to the second quarter. The fourth quarter of 2016 included the immediately vesting transformative compensation expense. 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 has moderated, as unlimited nationwide voice plans have become more prevalent and chargeable voice and long distance usage spikes have become less pronounced. In addition, customers are opting for higher-capacity data plans with higher base prices and benefiting from flexible data top-up features, resulting in less variability in chargeable data usage but higher monthly recurring revenue. These historical seasonal ARPU patterns are tempering similar to the associated loading patterns. Marketing and promotions aimed at attracting and retaining customers have become more prevalent throughout the year. The trends in revenue and revenue-based operating metrics will be impacted by our adoption of IFRS 15, Revenue from Contracts with Customers, as discussed further in Section 8.2 Accounting policy developments of our 2016 annual MD&A.


Wireless operating indicators
----------------------------------------------------------------------------
As at September 30                                 2017   2016  Change
----------------------------------------------------------------------------
Subscribers (000s):
  Postpaid                                        7,868  7,463     5.4%
  Prepaid                                           956  1,044    (8.4)%
----------------------------------------------------------------------------
  Total                                           8,824  8,507     3.7%
----------------------------------------------------------------------------
Postpaid proportion
 of subscriber base
 (%)                                               89.2   87.7     1.5 pts.
HSPA+ population
 coverage(1)
 (millions)                                        36.7   35.7     2.8%
LTE population
 coverage(1)
 (millions)                                        36.6   35.1     4.3%
----------------------------------------------------------------------------
                      Third quarters ended          Nine-month periods
                              September 30          ended September 30
                     ---------------------       ---------------------------
                        2017  2016  Change         2017   2016  Change
----------------------------------------------------------------------------
Subscriber gross
 additions (000s):
  Postpaid               306   283     8.1%         793    742     6.9%
  Prepaid                 93    96    (3.1)%        243    259    (6.2)%
----------------------------------------------------------------------------
  Total                  399   379     5.3%       1,036  1,001     3.5%
----------------------------------------------------------------------------
Subscriber net
 additions (000s):
  Postpaid               115    87    32.2%         258    156    65.4%
  Prepaid                  9    (7)    n/m          (60)   (61)    1.6%
----------------------------------------------------------------------------
  Total                  124    80    55.0%         198     95     n/m
----------------------------------------------------------------------------
Blended ARPU, per
 month(2) ($)          68.67 66.67     3.0%       67.04  64.72     3.6%
Churn, per
 month(2)(%)
  Blended               1.05  1.18   (0.13) pts.   1.07   1.20   (0.13) pts.
  Postpaid              0.86  0.94   (0.08) pts.   0.86   0.93   (0.07) pts.
----------------------------------------------------------------------------
----------------------------------------------------------------------------
1  Including network access agreements with other Canadian carriers.
2  See Section 11.2 Operating indicators. These are industry measures useful
   in assessing operating performance of a wireless company, but are not
   measures defined under IFRS-IASB.
3  Effective April 1, 2017, postpaid subscribers, total subscribers and
   associated operating statistics (gross additions, net additions, ARPU and
   churn) have been adjusted to include an estimated migration of 85,000 MTS
   subscribers in the opening subscriber balances. Cumulative subscriber
   connections also include an April 1, 2017 adjustment to remove
   approximately 19,000 prepaid and 25,000 postpaid subscriptions from the
   respective subscriber bases, primarily due to our national CDMA network
   shutdown.
----------------------------------------------------------------------------

Operating revenues - Wireless segment
----------------------------------------------------------------------------
                            Third quarters ended        Nine-month periods
                                    September 30        ended September 30
                         ------------------------- -------------------------
($ millions, except
 ratios)                     2017    2016 Change       2017    2016 Change
----------------------------------------------------------------------------
Network revenue             1,794   1,679    6.8%     5,192   4,860    6.8%
Equipment and other
 service revenues             135     135      -%       366     382   (4.2)%
----------------------------------------------------------------------------
Revenues arising from
 contracts with customers   1,929   1,814    6.3%     5,558   5,242    6.0%
Other operating income          5       4   25.0%         5      32  (84.4)%
----------------------------------------------------------------------------
External operating
 revenues                   1,934   1,818    6.4%     5,563   5,274    5.5%
Inter-service revenues         11      15  (26.7)%       33      43  (23.3)%
----------------------------------------------------------------------------
Wireless operating
 revenues                   1,945   1,833    6.1%     5,596   5,317    5.2%
----------------------------------------------------------------------------

Network revenue from external customers increased by $115 million in the third quarter of 2017 and $332 million in the first nine months of 2017. Network revenue increased, reflecting: (i) growth in the subscriber base, including subscribers we acquired from MTS; (ii) a larger proportion of higher-rate plans in the revenue mix, including the Premium Plus plans launched in June 2016; (iii) a larger proportion of customers selecting plans with larger data buckets or periodically topping up their data buckets; (iv) a higher postpaid subscriber mix; (v) a higher smartphone mix; and (vi) higher roaming revenues.


--  Monthly blended ARPU was $68.67 in the third quarter of 2017 and $67.04
    in the first nine months of 2017, reflecting increases of $2.00 for the
    quarter and $2.32 for the nine-month period. The increases were
    primarily driven by the effects of higher network revenue (as described
    above).

--  Gross subscriber additions were 399,000 in the third quarter of 2017 and
    1,036,000 in the first nine months of 2017, reflecting increases of
    20,000 for the quarter and 35,000 for the nine-month period. Postpaid
    gross additions increased by 23,000 for the quarter and 51,000 for the
    first nine months due to the success of promotions, including our
    marketing efforts focused on higher-value postpaid and smartphone
    loading. Prepaid gross activations decreased by 3,000 for the quarter
    and 16,000 for the first nine months mainly from competitive intensity,
    and our marketing efforts focused on higher-value postpaid loading.

--  Our average monthly postpaid subscriber churn rate was 0.86% in the
    third quarter of 2017 and 0.86% in the first nine months of 2017, as
    compared to 0.94% and 0.93%, respectively, in the comparable periods of
    2016. The continuing low postpaid subscriber churn rates during 2017
    reflect our focus on executing customers first initiatives and retention
    programs. Our blended monthly subscriber churn rate was 1.05% in the
    third quarter of 2017 and 1.07% in the first nine months of 2017, as
    compared to 1.18% and 1.20%, respectively, in the comparable periods of
    2016. The improvement in our blended subscriber churn rates in 2017
    reflects the changes in the postpaid churn rate as described above and
    improvements in prepaid churn rates, as well as an increase in the mix
    of postpaid subscribers versus prepaid subscribers in our subscriber
    base.

--  Net subscriber additions reflect postpaid net additions of 115,000 in
    the third quarter of 2017 and 258,000 in the first nine months of 2017,
    compared to 87,000 and 156,000, respectively, in the comparable periods
    of 2016, attributed to the factors affecting gross subscriber additions
    as described above, as well as our marketing efforts focused on cost-
    effective prepaid to postpaid migrations. Prepaid subscribers increased
    by 9,000 in the third quarter of 2017 due to improvements in prepaid
    churn rates, as compared to a decrease of 7,000 in 2016. Prepaid
    subscribers decreased by 60,000 in the first nine months of 2017, as
    compared to a decrease of 61,000 in the comparable period in 2016,
    reflecting our focus on higher-value postpaid loading, increased
    competition for prepaid services and conversions to postpaid services as
    described above. Net subscriber additions were 124,000 in the third
    quarter of 2017 and 198,000 in the first nine months of 2017, reflecting
    year-over-year improvements of 44,000 for the quarter and 103,000 for
    the first nine months of 2017 due to lower blended monthly churn and
    higher postpaid gross additions.


Equipment and other service revenues were flat in the third quarter of 2017 as higher volumes were offset by higher per-unit subsidies. In the first nine months of 2017, equipment and other service revenues decreased by $16 million, mainly from a combination of higher per-unit subsidies combined with competitive intensity, partly offset by increased postpaid gross additions and higher retention volumes.

Other operating income was relatively flat in the third quarter of 2017. In the first nine months of 2017, other operating income decreased by $27 million, mainly due to non-recurring 2016 gains from the exchange of wireless spectrum licences, lower gains from sales of property, plant and equipment, and lower net gains and equity income related to real estate joint venture developments, partly offset by gains on the sale of investments.

Inter-service revenues represent network services that are eliminated upon consolidation along with the associated wireline expenses.


Operating expenses - Wireless segment
----------------------------------------------------------------------------
                            Third quarters ended        Nine-month periods
                                    September 30        ended September 30
                         ------------------------- -------------------------
($ millions)                 2017    2016 Change       2017    2016 Change
----------------------------------------------------------------------------
Goods and services
 purchased:
  Equipment sales
   expenses                   465     437    6.4%     1,237   1,171    5.6%
  Network operating
   expenses                   215     200    7.5%       612     573    6.8%
  Marketing expenses          113     101   11.9%       301     289    4.2%
  Other(1)                    208     170   22.4%       583     486   20.0%
Employee benefits
 expense(1)                   156     166   (6.0)%      472     490   (3.7)%
----------------------------------------------------------------------------
Wireless operating
 expenses                   1,157   1,074    7.7%     3,205   3,009    6.5%
----------------------------------------------------------------------------
----------------------------------------------------------------------------
1  Includes restructuring and other costs. See Section 11.1 Non-GAAP and
   other financial measures.
----------------------------------------------------------------------------

Wireless operating expenses increased by $83 million in the third quarter of 2017 and $196 million in the first nine months of 2017.

Equipment sales expenses increased by $28 million in the third quarter of 2017 and $66 million in the first nine months of 2017, reflecting an increase in postpaid gross additions and retention volumes (retention volumes increased by 6.5% in the third quarter of 2017 and 1.9% in the first nine months of 2017), an increase in higher-value smartphones in the sales mix, including premium devices on Premium Plus plans, and increasing handset costs.

Network operating expenses increased by $15 million in the third quarter of 2017 and $39 million in the first nine months of 2017, mainly due to increased roaming expenses.

Marketing expenses increased by $12 million in the third quarter and in the first nine months of 2017, primarily due to higher advertising and promotions expenses, as well as higher commission expense driven by higher gross additions and higher retention volumes.

Other goods and services purchased increased by $38 million in the third quarter of 2017 and $97 million in the first nine months of 2017, primarily due to higher non-labour restructuring costs, including those associated with the migration of subscribers from MTS, customer support costs related to acquired MTS subscribers, an increase in external labour and higher administrative costs supporting the higher customer base.

Employee benefits expense decreased by $10 million in the third quarter of 2017 and $18 million in the first nine months of 2017, primarily due to the non-recurrence of significant labour-related restructuring costs from efficiency initiatives in 2016 and higher capitalized labour costs.


EBITDA - Wireless segment
----------------------------------------------------------------------------
                                                 Third quarters ended
                                                         September 30
                                        -----------------------------------
($ millions, except margins)                 2017     2016     Change
----------------------------------------------------------------------------
EBITDA                                        788      759        3.9%
Add back restructuring and other costs
 included in EBITDA                            24       18       33.3%
Deduct gain on the exchange of wireless
 spectrum licences                              -        -        n/m
Deduct net gains and equity income from
 real estate joint venture developments         -       (4)    (100.0)%
----------------------------------------------------------------------------
Adjusted EBITDA(1)                            812      773        5.1%
----------------------------------------------------------------------------
EBITDA margin (%)                            40.5     41.4       (0.9) pts.
Adjusted EBITDA margin(2) (%)                41.7     42.3       (0.6) pts.
----------------------------------------------------------------------------

EBITDA - Wireless segment
----------------------------------------------------------------------------
                                              Nine-month periods ended
                                                          September 30
                                        ------------------------------------
($ millions, except margins)                 2017      2016     Change
----------------------------------------------------------------------------
EBITDA                                      2,391     2,308        3.6%
Add back restructuring and other costs
 included in EBITDA                            52        36       44.4%
Deduct gain on the exchange of wireless
 spectrum licences                              -       (15)       n/m
Deduct net gains and equity income from
 real estate joint venture developments        (1)       (8)     (87.5)%
----------------------------------------------------------------------------
Adjusted EBITDA(1)                          2,442     2,321        5.2%
----------------------------------------------------------------------------
EBITDA margin (%)                            42.7      43.4       (0.7) pts.
Adjusted EBITDA margin(2) (%)                43.6      43.8       (0.2) pts.
----------------------------------------------------------------------------
----------------------------------------------------------------------------
1  See description under EBITDA in Section 11.1.
2  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 $29 million in the third quarter of 2017 and $83 million in the first nine months of 2017. Wireless Adjusted EBITDA increased by $39 million in the third quarter of 2017 and $121 million in the first nine months of 2017, reflecting network revenue growth driven by higher ARPU and a larger customer base including the subscribers we acquired from MTS, partly offset by increased equipment sales expenses, increased network operating expenses, higher administrative costs and increased external labour.

5.5 Wireline segment

Wireline trends

The trend of increasing wireline service revenue reflects growth in high-speed Internet and enhanced data services, TELUS Health revenues, TELUS TV revenues and business process outsourcing services, and is partly offset by declining wireline voice revenues and equipment revenues. The increases in Internet and TV service revenues are being generated by subscriber growth and higher Internet revenue per customer from upgrades to faster speeds and larger data usage rate plans. The trend of increasing TELUS Health revenues has been driven by organic growth and through acquisitions. Although growth rates of business process outsourcing services have moderated, revenues have remained stable. The trend of declining wireline voice revenues is due to technological substitution, greater use of inclusive long distance coupled with lower long distance minutes used, and continuing increased competition in the small and medium-sized business market, as well as, impacts of the economic slowdown in previous quarters, particularly in Alberta, which were more prominent in the business markets.

We expect continued high-speed Internet subscriber base growth as the economy grows and as we continue our investments in expanding our fibre-optic network. TELUS TV subscriber base growth has moderated due to a declining overall market for paid TV services resulting from the high rate of market penetration and increased competition, including from over-the-top (OTT) services. Residential network access line (NAL) losses continue to reflect the ongoing trend of substitution to wireless and Internet-based services.


Wireline operating indicators
----------------------------------------------------------------------------
At September 30 (000s)                                2017    2016  Change
----------------------------------------------------------------------------
Subscriber connections:
High-speed Internet
 subscribers(1)                                      1,722   1,631     5.6%
TELUS TV subscribers(1)                              1,084   1,043     3.9%
Residential NALs(1)                                  1,312   1,396    (6.0)%
----------------------------------------------------------------------------
Total wireline subscriber
 connections(1)                                      4,118   4,070     1.2%
----------------------------------------------------------------------------
                            Third quarters ended        Nine-month periods
                                    September 30        ended September 30
                         ------------------------- -------------------------
(000s)                      2017    2016  Change      2017    2016  Change
----------------------------------------------------------------------------
Subscriber connection net
 additions (losses):
High-speed Internet           19      14    35.7%       60      44    36.4%
TELUS TV                       9      14   (35.7)%      21      38   (44.7)%
Residential NALs             (20)    (25)   20.0%      (62)    (71)   12.7%
----------------------------------------------------------------------------
Total wireline subscriber
 connection net additions      8       3   166.7%       19      11    72.7%
----------------------------------------------------------------------------
----------------------------------------------------------------------------
1  In relation to an acquisition and a divestiture that were both undertaken
   during the first quarter of 2017, January 1, 2017 residential NALs, high-
   speed Internet and TELUS TV subscriber balances were increased by a net
   1,000, 6,000 and 5,000, respectively.
----------------------------------------------------------------------------

Operating revenues - Wireline segment
----------------------------------------------------------------------------
                            Third quarters ended        Nine-month periods
                                    September 30        ended September 30
                         ------------------------- -------------------------
($ millions)                 2017    2016 Change       2017    2016 Change
----------------------------------------------------------------------------
Data services and
 equipment                  1,067   1,025    4.1%     3,147   3,008    4.6%
Voice services                305     335   (9.0)%      936   1,023   (8.5)%
Other services and
 equipment                     54      51    5.9%       158     164   (3.7)%
----------------------------------------------------------------------------
Revenues arising from
 contracts with customers   1,426   1,411    1.1%     4,241   4,195    1.1%
Other operating income          6       9  (33.3)%       33      25   32.0%
----------------------------------------------------------------------------
External operating
 revenues                   1,432   1,420    0.8%     4,274   4,220    1.3%
Inter-service revenues         51      48    6.3%       155     143    8.4%
----------------------------------------------------------------------------
Wireline operating
 revenues                   1,483   1,468    1.0%     4,429   4,363    1.5%
----------------------------------------------------------------------------

--  Data services and equipment revenues increased by $42 million in the
    third quarter of 2017 and $139 million in the first nine months of 2017.
    The increases were primarily due to: (i) increased Internet and enhanced
    data service revenues resulting from a 5.6% increase in our high-speed
    Internet subscribers over the last 12 months, higher revenue per
    customer from upgrades to faster Internet speeds and larger data usage
    Internet rate plans, and certain rate increases; (ii) increased TELUS
    Health revenues driven by organic growth through additional professional
    services and support revenue, and through acquisitions. Professional
    services revenue increased in large part due to being selected as the
    technology solution provider for PrescribeIT, and support revenue growth
    has arisen from additional physicians using our electronic medical
    records offering; (iii) increased TELUS TV revenues resulting from a
    3.9% subscriber growth over the last 12 months and certain rate
    increases; and (iv) growth in business process outsourcing revenues,
    inclusive of foreign exchange impacts on foreign operations. This growth
    was partly offset by the ongoing decline in legacy data services.

--  Voice services revenues decreased by $30 million in the third quarter of
    2017 and $87 million in the first nine months of 2017. The decreases
    reflect the ongoing decline in legacy revenues from technological
    substitution including wireless and Internet, increased competition,
    greater use of inclusive long distance plans and lower long distance
    minutes of use, partially offset by higher wholesale volumes and certain
    rate increases. We experienced a 6.0% decline in residential NALs in the
    12-month period ended September 30, 2017.

--  Wireline subscriber connection net additions were 8,000 in the third
    quarter of 2017 and 19,000 in the first nine months of 2017, reflecting
    increases of 5,000 and 8,000 compared to the respective periods in 2016.

    Net additions of high-speed Internet subscribers were 19,000 in the
    third quarter of 2017 and 60,000 in the first nine months of 2017,
    reflecting increases of 5,000 and 16,000, respectively, compared to the
    net additions in the same periods in 2016. The increases were due to the
    continued expansion of our high-speed broadband footprint, including
    fibre to the premises and the success of recently launched innovative
    product offerings in addition to our efforts of putting customers first.
    Net additions of TELUS TV subscribers were 9,000 for the third quarter
    of 2017 and 21,000 for the first nine months of 2017, down 5,000 and
    17,000 compared to the net additions in the respective periods in 2016.
    These net addition results reflect lower gross additions and satellite-
    TV subscriber losses due to a declining overall market for paid TV
    services resulting from the effects of heightened competitive intensity,
    including from OTT services and a high rate of market penetration. These
    pressures were partly offset by the continued focus on expanding our
    addressable high-speed Internet and Optik TV footprint, connecting more
    homes and businesses directly to fibre (as we approach nearly 50% of our
    targeted coverage footprint), and bundling these services together. This
    contributed to combined Internet and TV subscriber growth of 132,000 or
    4.9% over the last 12 months.

    Residential NAL losses were 20,000 in the third quarter of 2017 and
    62,000 in the first nine months of 2017, as compared to NAL losses of
    25,000 and 71,000, respectively, in the same periods in 2016. This
    reflects the trend of substitution to wireless and Internet-based
    services, as well as increased competition, partially mitigated by the
    success of our bundled service offerings and our customers first
    initiatives.


--  Other services and equipment revenues increased by $3 million in the
    third quarter of 2017. In the first nine months of 2017, other services
    and equipment revenues decreased by $6 million, mainly due to declines
    in voice equipment sales.


Other operating income decreased by $3 million in the third quarter of 2017 due to write-down of investments and non-recurrence of gains and equity income related to real estate joint venture developments, partly offset by the non-recurrence of a 2016 provision related to written put options issued in a 2012 TELUS International (Cda) Inc. business combination. Other operating income increased by $8 million in the first nine months of 2017, largely attributable to the non-recurrence of 2016 provisions related to written put options issued in a 2012 business combination for the non-controlling interests (such written put options were exercised in the fourth quarter of 2016), coupled with higher net gains on the sale of investments, partly offset by lower net gains and equity income related to real estate joint venture developments.

Inter-service revenues represent services provided to the wireless segment. Such revenue is eliminated upon consolidation together with the associated expenses in wireless.


Operating expenses - Wireline segment
----------------------------------------------------------------------------
                            Third quarters ended        Nine-month periods
                                    September 30        ended September 30
                         ------------------------- -------------------------
($ millions)                 2017    2016 Change       2017    2016 Change
----------------------------------------------------------------------------
Goods and services
 purchased(1)                 592     581    1.9%     1,732   1,724    0.5%
Employee benefits
 expense(1)                   483     515   (6.2)%    1,437   1,487   (3.4)%
----------------------------------------------------------------------------
Wireline operating
 expenses                   1,075   1,096   (1.9)%    3,169   3,211   (1.3)%
----------------------------------------------------------------------------
----------------------------------------------------------------------------
1  Includes restructuring and other costs. See Section 11.1 Non-GAAP and
   other financial measures.
----------------------------------------------------------------------------

Total wireline operating expenses decreased by $21 million in the third quarter of 2017 and $42 million in the first nine months of 2017, primarily due to the following factors:

Goods and services purchased increased by $11 million in the third quarter of 2017 and $8 million in the first nine months of 2017, primarily from higher TV content costs mainly driven by higher numbers of TV subscribers, partly offset by lower non-labour restructuring costs.

Employee benefits expense decreased by $32 million in the third quarter of 2017, primarily due to the non-recurrence of significant labour-related restructuring costs from efficiency initiatives in 2016. For the first nine months of 2017, Employee benefits expense decreased by $50 million, primarily due to the non-recurrence of significant labour-related restructuring costs from efficiency initiatives in 2016, benefits from certain contract concessions associated with our immediately vesting transformative compensation, lower compensation and benefits costs resulting from a decrease in the average number of domestic FTE employees and higher capitalized labour costs. These decreases were partly offset by an increase in the number of employees supporting growing business process outsourcing revenue, net of the effects of foreign exchange on foreign operations.


EBITDA - Wireline segment
----------------------------------------------------------------------------
                        Third quarters ended         Nine-month periods
                                September 30         ended September 30
                        ------------------------- --------------------------
($ millions, except
 margins)                 2017  2016  Change        2017   2016  Change
----------------------------------------------------------------------------
EBITDA                     408   372     9.8%      1,260  1,152     9.3%
Add back restructuring
 and other costs
 included in EBITDA         12    42   (71.4)%        27     95   (71.6)%
Deduct net gains and
 equity income from real
 estate joint venture
 developments                -    (6) (100.0)%        (2)   (11)  (81.8)%
----------------------------------------------------------------------------
Adjusted EBITDA(1)         420   408     3.0%      1,285  1,236     3.9%
----------------------------------------------------------------------------
EBITDA margin (%)         27.5  25.3     2.2 pts.   28.4   26.4     2.0 pts.
Adjusted EBITDA
 margin(2) (%)            28.3  27.8     0.5 pts.   29.0   28.3     0.7 pts.
----------------------------------------------------------------------------
----------------------------------------------------------------------------
1  See description under EBITDA in Section 11.1.
2  The calculation of the Adjusted EBITDA margin excludes the net gains and
   equity income from real estate joint venture developments from both
   EBITDA and Operating revenues, and excludes restructuring and other costs
   from EBITDA.
----------------------------------------------------------------------------

Wireline EBITDA increased by $36 million in the third quarter of 2017 and $108 million in the first nine months of 2017. Wireline Adjusted EBITDA increased by $12 million in the third quarter of 2017 and $49 million in the first nine months of 2017 due to growth in data service margins (including Internet, TELUS Health services, and TELUS TV) and our execution of cost efficiency programs, partly offset by continued declines in legacy voice services.

6. Changes in financial position


----------------------------------------------------------------------------

                                                              Change
Financial position at:  Sept. 30 Dec. 31             Change   includes:
                       ------------------
($ millions)                2017    2016 ($ millions)   (%)
----------------------------------------------------------------------------
Current assets
                                                              See Section 7
                                                              Liquidity and
Cash and temporary                                            capital
 investments, net            488     432           56    13%  resources

                                                              An increase in
                                                              roaming
                                                              revenue
                                                              accruals, as
                                                              well as the
                                                              accrued
                                                              receivable
                                                              related to the
                                                              business
                                                              acquisition of
                                                              Manitoba
                                                              Telecom
                                                              Services Inc.
                                                              (MTS)
                                                              subscribers
                                                              partially
                                                              offset by
                                                              lower customer
Accounts receivable        1,539   1,471           68     5%  receivables

                                                              An increase
                                                              due to the
                                                              timing of tax
                                                              instalments in
                                                              excess of
                                                              current income
                                                              tax expense as
                                                              well as
                                                              payment of
Income and other taxes                                        taxes owing
 receivable                   54       9           45   n/m   for 2016

                                                              An increase in
                                                              wireless
                                                              handset
Inventories                  356     318           38    12%  inventory

                                                              An increase
                                                              due to the
                                                              annual
                                                              prepayment of
                                                              statutory
                                                              employee
                                                              benefits,
                                                              maintenance
                                                              contracts,
                                                              property taxes
                                                              and annual
                                                              wireless
                                                              spectrum
                                                              licence fees,
                                                              net of
Prepaid expenses             359     233          126    54%  amortization

                                                              A decrease in
                                                              the fair value
                                                              of U.S.
Current derivative                                            currency
 assets                        5      11           (6)  (55)% hedging items.
----------------------------------------------------------------------------
Current liabilities
                                                              See Section
                                                              7.7Sale of
                                                              trade
Short-term borrowings        100     100            -     -%  receivables

                                                              An increase in
                                                              accounts
                                                              payables
                                                              associated
                                                              with higher
                                                              capital
                                                              expenditures,
                                                              partly offset
                                                              by a decrease
                                                              in payroll and
                                                              other
                                                              employee-
                                                              related
                                                              liabilities
                                                              due to payment
                                                              of variable
                                                              pay for 2016
                                                              made in the
Accounts payable and                                          first quarter
 accrued liabilities       2,447   2,330          117     5%  of 2017

                                                              An increase
                                                              due to the
                                                              timing of
                                                              current income
                                                              tax expense in
Income and other taxes                                        excess of tax
 payable                      43      37            6    16%  instalments

Dividends payable            292     284            8     3%  n/m

                                                              An increase in
                                                              advance
                                                              billings due
                                                              to the upfront
                                                              payment for
                                                              the hardware,
                                                              maintenance
                                                              and
                                                              installation
                                                              of a managed
                                                              voice
                                                              solution, as
                                                              well as
                                                              increased
                                                              subscriber
Advance billings and                                          growth during
 customer deposits           769     737           32     4%  the year

                                                              Amounts paid
                                                              out under
                                                              restructuring
                                                              initiatives
                                                              exceeded new
                                                              restructuring
Provisions                    66     124          (58)  (47)% provisions

                                                              An increase of
                                                              $479 in
                                                              outstanding
                                                              commercial
                                                              paper, as well
                                                              as $250 of our
                                                              1.50% Notes,
                                                              Series CS in
                                                              March 2018
                                                              reclassified
                                                              from long-term
                                                              debt, offset
                                                              by the
                                                              maturation of
                                                              $700 of our
                                                              4.95% Notes,
Current maturities of                                         Series CD in
 long-term debt            1,357   1,327           30     2%  March 2017

                                                              An increase in
                                                              the fair value
                                                              of U.S.
Current derivative                                            currency
 liabilities                  30      12           18   n/m   hedging items.
----------------------------------------------------------------------------

                                                              Increases of
                                                              $327 in
                                                              Current assets
                                                              and $153 in
                                                              Current
                                                              liabilities.
                                                              Historically,
                                                              TELUS has had
                                                              a negative
                                                              working
                                                              capital
                                                              position. See
                                                              Capital
                                                              structure
                                                              management
                                                              policies in
                                                              Section 4.3 of
                                                              this MD&A and
                                                              the Liquidity
                                                              risk
Working capital                                               discussion in
(Current assets                                               Section 7.9 of
 subtracting Current                                          our 2016
 liabilities)             (2,303) (2,477)         174     7%  annual MD&A.
----------------------------------------------------------------------------
Non-current assets
                                                              See Capital
                                                              expenditures
                                                              in Section 7.3
                                                              Cash used by
                                                              investing
                                                              activities and
Property, plant and                                           Depreciation
 equipment, net           11,184  10,464          720     7%  in Section 5.3

                                                              See Capital
                                                              expenditures
                                                              in Section 7.3
                                                              Cash used by
                                                              investing
                                                              activities and
                                                              Amortization
                                                              of intangible
                                                              assets in
Intangible assets, net    10,651  10,364          287     3%  Section 5.3

                                                              Acquisitions
                                                              including MTS
                                                              subscribers, a
                                                              pharmacy
                                                              management
                                                              services
                                                              provider, and
                                                              a business
                                                              process
                                                              outsourcing
                                                              and contact
                                                              centre
                                                              services
Goodwill, net              4,215   3,787          428    11%  company

                                                              Increases in
                                                              pension and
                                                              post-
                                                              retirement
                                                              assets due to
                                                              positive
                                                              returns earned
                                                              on plan assets
                                                              as well as
                                                              pension cash
                                                              funding offset
                                                              by pension
Other long-term assets       715     640           75    12%  expense.
----------------------------------------------------------------------------
Non-current liabilities
                                                              An increase
                                                              due to a
                                                              business
                                                              acquisition
                                                              provision in
                                                              respect of
                                                              non-
                                                              controlling
Provisions                   473     395           78    20%  interests

                                                              See Section
                                                              7.4 Cash used
                                                              by financing
Long-term debt            12,261  11,604          657     6%  activities

                                                              An increase in
                                                              Other long-
                                                              term
                                                              liabilities
                                                              due to an
                                                              increase in
                                                              the accrual
                                                              for share-
                                                              based
                                                              compensation,
                                                              as well as an
                                                              increase in
                                                              the fair value
                                                              of U.S.
Other long-term                                               currency
 liabilities                 827     736           91    12%  hedging items

                                                              Increase in
                                                              temporary
                                                              differences
                                                              between the
                                                              accounting and
                                                              tax basis of
                                                              assets and
                                                              liabilities,
                                                              as well as
                                                              adjustments
                                                              recognized in
                                                              the current
                                                              period for
                                                              income taxes
                                                              of prior
Deferred income taxes      2,404   2,107          297    14%  periods.
----------------------------------------------------------------------------
Owners' equity
                                                              Includes Net
                                                              income of
                                                              $1,179 and
                                                              Other
                                                              comprehensive
                                                              income of $81,
                                                              issue of
                                                              shares in a
                                                              business
                                                              combination of
                                                              $100,
                                                              dividends
                                                              reinvested and
                                                              optional cash
                                                              payments of
                                                              $48, and other
                                                              of $1, net of
                                                              dividend
                                                              declarations
                                                              of $868 (see
                                                              Section 7.4
                                                              Cash used by
                                                              financing
Common equity              8,458   7,917          541     7%  activities)

                                                              Includes Net
                                                              income of $18,
                                                              Other
                                                              comprehensive
                                                              income of $1
                                                              and
                                                              adjustments
                                                              arising from
                                                              the 35% non-
                                                              controlling
                                                              interests in
                                                              TELUS
                                                              International
Non-controlling                                               (Cda) Inc. of
 interests                    39      19           20   105%  $1.
----------------------------------------------------------------------------


7. Liquidity and capital resources

This section contains forward-looking statements, including those with respect to our dividend payout ratio and net debt to EBITDA - excluding restructuring and other costs ratio. See Caution regarding forward-looking statements at the beginning of this MD&A.

7.1 Overview

Our capital structure financial policies and financing and capital structure management plans are described in Section 4.3.


Cash flows
----------------------------------------------------------------------------
                            Third quarters ended        Nine-month periods
                                    September 30        ended September 30
                         -----------------------   -------------------------
($ millions)                2017    2016  Change      2017    2016  Change
----------------------------------------------------------------------------
Cash provided by
 operating activities      1,133   1,032     9.8%    2,968   2,487    19.3%
Cash used by investing
 activities                 (866)   (680)   27.4%   (2,909) (2,075)   40.2%
Cash used by financing
 activities                 (150)   (370)  (59.5)%      (3)   (225)  (98.7)%
----------------------------------------------------------------------------
Increase (decrease) in
 Cash and temporary
 investments, net            117     (18)    n/m        56     187   (70.1)%
Cash and temporary
 investments, net,
 beginning of period         371     428   (13.3)%     432     223    93.7%
----------------------------------------------------------------------------
Cash and temporary
 investments, net, end of
 period                      488     410    19.0%      488     410    19.0%
----------------------------------------------------------------------------

7.2 Cash provided by operating activities

Cash provided by operating activities increased by $101 million in the third quarter of 2017 and $481 million in the first nine months of 2017.


Analysis of changes in cash provided by operating
 activities
----------------------------------------------------------------------------
                                                           Third Nine-month
($ millions)                                             quarter     period
----------------------------------------------------------------------------
Cash provided by operating activities, three-month and
 nine-month periods ended September 30, 2016               1,032      2,487
Year-over-year changes:
  Higher EBITDA (See Section 5.4 Wireless segment and
   Section 5.5 Wireline segment)                              65        191
  Higher share-based compensation cash outflows, net
   of expense                                                 (5)        (4)
  Higher employer contributions to defined benefits
   plans, net of expense                                      (6)        (5)
  Lower restructuring disbursements, net of
   restructuring expenses                                     31         24
  Higher interest paid, net of interest received             (13)       (25)
  Lower income taxes paid, net of recoveries received        128        372
  Other                                                      (99)       (72)
----------------------------------------------------------------------------
Cash provided by operating activities, three-month and
 nine-month periods ended September 30, 2017               1,133      2,968
----------------------------------------------------------------------------

--  Income taxes paid, net of refunds received, decreased in 2017,
    reflecting lower required instalment payments and a larger final income
    tax payment in the first quarter of 2016 in respect of the 2015 income
    tax year.

--  Other operating working capital changes in the first nine months of 2017
    include an increase in inventories and a decrease in provisions, net of
    an increase in Accounts payable and accrued liabilities. (See Section 6
    Changes in financial position and Note 31(a) in the interim consolidated
    financial statements.)


7.3 Cash used by investing activities


Cash used by investing activities
----------------------------------------------------------------------------
                            Third quarters ended        Nine-month periods
                                    September 30        ended September 30
                         ------------------------- -------------------------
($ millions)                2017    2016  Change      2017    2016  Change
----------------------------------------------------------------------------
Cash payments for capital
 assets, excluding
 spectrum licences          (794)   (711)    (83)   (2,344) (1,971)   (373)
Cash payments for
 spectrum licences             -       -       -         -    (145)    145
Cash payments for
 acquisitions, net           (82)    (14)    (68)     (560)    (16)   (544)
Real estate joint venture
 advances                     (6)     (5)     (1)      (19)    (28)      9
Real estate joint venture
 receipts                     14      50     (36)       18      91     (73)
Proceeds on dispositions
 and Other                     2       -       2        (4)     (6)      2
----------------------------------------------------------------------------
Cash used by investing
 activities                 (866)   (680)   (186)   (2,909) (2,075)   (834)
----------------------------------------------------------------------------

--  The increase in Cash payments for capital assets, excluding spectrum
    licences, for both the third quarter of 2017 and first nine months of
    2017 was composed of:
    --  An increase in capital expenditures of $34 million in the third
        quarter of 2017 and $181 million in the first nine months of 2017
        (see Capital expenditure measures table and discussion below)
    --  Increased capital expenditure payments with respect to payment
        timing differences, as associated Accounts payable and accrued
        liabilities decreased by $49 million in the third quarter of 2017
        and $192 million in the first nine months of 2017.

--  For the first nine months of 2017, there were no cash payments for
    acquisition of spectrum licences. Payments for spectrum licences in 2016
    were monetary consideration as part of an approved spectrum licence
    exchange.

--  In the third quarter of 2017, we made cash payments for the Voxpro
    business acquisition described in Section 1.3 as well as individually
    immaterial acquisitions complementary to our existing lines of business.
    In the first nine months of 2017, in addition to the Voxpro business
    acquisition, cash payments for acquisitions included second quarter
    payments for approximately one-quarter of Manitoba Telecom Services Inc.
    (MTS) postpaid wireless subscribers, certain network assets and rights
    to 15 retail locations in Manitoba, as well as Kroll Computer Systems
    Inc.

--  Receipts from real estate joint ventures, net of advances in 2016,
    resulted mainly from repayment of construction financing from the TELUS
    Garden real estate joint venture as TELUS Garden opened in September
    2015.


Capital expenditure measures
----------------------------------------------------------------------------
                               Third quarters        Nine-month periods
                           ended September 30        ended September 30
                          ------------------------- ------------------------
($ millions, except
 capital intensity)         2017  2016 Change         2017  2016 Change
----------------------------------------------------------------------------
Capital expenditures(1)
 Wireless segment            237   295  (19.7)%        745   733    1.6%
 Wireline segment            584   492   18.7%       1,610 1,441   11.7%
----------------------------------------------------------------------------
Consolidated                 821   787    4.3%       2,355 2,174    8.3%
----------------------------------------------------------------------------
Wireless segment capital
 intensity (%)                12    16     (4) pts.     13    14     (1) pt.
Wireline segment capital
 intensity (%)                39    34      5 pts.      36    33      3 pts.
Consolidated capital
 intensity(2) (%)             24    24      - pts.      24    23      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 Section 11.1 Non-GAAP and other financial measures.
----------------------------------------------------------------------------

Wireless segment capital expenditures decreased by $58 million in the third quarter of 2017 as we incurred costs in the third quarter of 2016 to update our radio access network in Ontario and Quebec, which was completed in the second quarter of 2017. In the first nine months of 2017, wireless segment capital expenditures increased by $12 million due to continuing investments in our fibre-optic network to support our small-cell technology strategy to improve coverage, capacity and back-haul while preparing for a more efficient and timely evolution to 5G. We also expanded our investment in Manitoba to improve coverage, capacity and speeds to significantly enhance our customer experience and supplement the business acquisition of MTS subscribers, dealers and network. Additionally, we 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. During the third quarter of 2017, retirement of legacy CDMA network assets cost and accumulated depreciation was approximately $1 billion.

Wireline segment capital expenditures increased by $92 million in the third quarter of 2017 and $169 million in the first nine months of 2017. The increases were due to continuing investments in our broadband infrastructure, including connecting more homes and businesses directly to our fibre-optic network. These investments support 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. Additionally, the increases were also attributed to readying TELUS TV product in preparation for deployment.

7.4 Cash used by financing activities


Cash used by financing activities
----------------------------------------------------------------------------
                              Third quarters ended      Nine-month periods
                                      September 30      ended September 30
                         ------------------------- -------------------------
($ millions)                2017    2016    Change    2017    2016  Change
----------------------------------------------------------------------------
Dividends paid to holders
 of Common Shares           (269)   (274)        5    (813)   (798)    (15)
Purchase of Common Shares
 for cancellation              -     (19)       19       -    (140)    140
Issuance and repayment of
 short-term borrowings         -      (3)        3       -       -       -
Long-term debt issued net
 of redemptions and
 repayment                   118     (67)      185     819     437     382
Issue of shares by
 subsidiary to non-
 controlling interests         -      (1)        1       -     291    (291)
Other                          1      (6)        7      (9)    (15)      6
----------------------------------------------------------------------------
                            (150)   (370)      220      (3)   (225)    222
----------------------------------------------------------------------------

Dividends paid to the holders of Common Shares

In connection with dividends declared during the three-month and nine-month periods ended September 30, 2017, the dividend reinvestment and share purchase plan trustee (Trustee) purchased shares from Treasury for the dividend reinvestment and share purchase plan instead of acquiring Common Shares in the stock market. For the third quarter of 2017, cash dividends paid to the holders of Common Shares decreased due to the Trustee purchasing dividend reinvestment Common Shares from Treasury, partly offset by higher dividend rates under our dividend growth program (see Section 4.3). For the first nine months of 2017, the increase in dividends paid to the holders of Common Shares reflect higher dividend rates under our dividend growth program, partly offset by the Trustee purchasing Common Shares from Treasury. During the three-month and nine-month periods ended September 30, 2017, the Trustee purchased approximately 0.5 million dividend reinvestment Common Shares for $24 million, and approximately 1.6 million dividend reinvestment Common Shares for $68 million, respectively, with no discount applicable. In October 2017, we paid dividends of $269 million to the holders of Common Shares and the Trustee purchased dividend reinvestment Common Shares from Treasury for $23 million, totaling $292 million.

Purchase of Common Shares for cancellation

No Common Shares were purchased for cancellation in the third quarter or first nine months of 2017.

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 September 30, 2017, unchanged since September 30, 2016.

Long-term debt issues and repayments

In the third quarter of 2017, long-term debt issues net of repayments increased by $185 million, primarily composed of:


--  A net increase in commercial paper, including foreign exchange effects,
    of $60 million in the third quarter of 2017, to a balance of $1,092
    million (U.S.$875 million) at September 30, 2017, from $1,032 million
    (U.S.$794 million) at June 30, 2017. Our commercial paper program, when
    utilized, provides low-cost funds and is fully backstopped by the five-
    year committed credit facility (see Section 7.6 Credit facilities).

--  An increase in net draws on the TELUS International (Cda) Inc. credit
    facility. As at September 30, 2017, net draws were $358 million ($353
    million net of unamortized issue costs), all of which were denominated
    in U.S. dollars (U.S.$287 million). As at June 30, 2017, net draws were
    $294 million ($288 million net of unamortized issue costs), all of which
    were denominated in U.S. dollars (U.S.$226 million). The increase in net
    draws on the TELUS International (Cda) Inc. credit facility was used for
    an acquisition in the third quarter of 2017.


In the first nine months of 2017, long-term debt issues net of repayments increased by $382 million, primarily composed of:


--  A net increase in commercial paper, including foreign exchange effects,
    of $479 million in the first nine months of 2017 from $613 million
    (U.S.$456 million) at December 31, 2016.

--  An increase in net draws on the TELUS International (Cda) Inc. credit
    facility. As at December 31, 2016, net draws were $340 million ($332
    million net of unamortized issue costs), all of which were denominated
    in U.S. dollars (U.S.$253 million).

--  The March 2017 issues of U.S.$500 million of senior unsecured notes at
    3.70% due September 15, 2027, and $325 million of senior unsecured notes
    at 4.70% due March 6, 2048. For the U.S. issuance, we have fully hedged
    the principal and interest obligations of the notes against fluctuations
    in the Canadian dollar: U.S. dollar foreign exchange rate for the entire
    term of the notes by entering into foreign exchange derivatives (cross
    currency interest rate exchange agreements). These derivatives
    effectively converted the principal payments and interest obligations to
    Canadian dollar obligations with an effective fixed interest rate of
    3.41% and an effective issued and outstanding amount of $667 million
    (reflecting a fixed exchange rate of $1.3348). For additional
    information on these notes, please refer to Note 26(b) of the interim
    consolidated financial statements.

--  The March 2017 repayment of $700 million of Series CD Notes.


In comparison, long-term debt repayments, net of issues, were $67 million in the third quarter of 2016 and were composed of:


--  A reduction in commercial paper to a balance of $137 million (U.S.$104
    million) at September 30, 2016, from $975 million (U.S.$755 million) at
    June 30, 2016.


--  The September 2016 public issue of U.S.$600 million of senior unsecured
    notes at 2.80%, due February 16, 2027.

Long-term debt issues, net of repayments, were $437 million in the first nine months of 2016 and were composed of:


--  A decrease in commercial paper from $256 million (U.S.$185 million) at
    December 31, 2015.


--  The above-mentioned September 2016 public issue of U.S.$600 million of
    senior unsecured notes.

The average term to maturity of our long-term debt (excluding commercial paper and the revolving component of the TELUS International (Cda) Inc. credit facility) increased to approximately 10.8 years at September 30, 2017, compared to approximately 10.7 years at September 30, 2016. Additionally, our weighted average cost of long-term debt (excluding commercial paper and the revolving component of the TELUS International (Cda) Inc. credit facility) was 4.16% at September 30, 2017, as compared to 4.23% at September 30, 2016.

Issue of shares by subsidiary to non-controlling interest

In June 2016, we announced the completion of the agreement whereby a subsidiary issued shares to Baring Private Equity Asia, which acquired a 35% non-controlling interest in TELUS International (Cda) Inc. There was no comparable activity in the third quarter or first nine months of 2017.

7.5 Liquidity and capital resource measures

Net debt was $13.4 billion at September 30, 2017, an increase of $1.2 billion when compared to one year earlier, resulting mainly from a net increase in commercial paper outstanding in addition to the issuances of the U.S.$500 million of senior unsecured notes and the $325 million of senior unsecured notes, partially offset by the repayment of Series CD Notes, as described in Section 7.4.

Fixed-rate debt as a proportion of total indebtedness was 89% as at September 30, 2017, down from 95% one year earlier, mainly due to the increase in commercial paper, which emulates floating-rate debt, partly offset by the two unsecured note issuances in the first nine months of 2017 described in Section 7.4.

Net debt to EBITDA - excluding restructuring and other costs ratio was 2.76 times, as measured at September 30, 2017, up from 2.62 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 September 30, 2017, this ratio remains outside of the long-term objective range due to prior issuance of incremental debt primarily for the acquisition in 2014 and 2015 of spectrum licences for approximately $3.6 billion, and the elevated strategic capital investments in our fibre optic network, partially 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 expect this ratio to decline in 2018 and we continue to expect to return to within the objective range in the medium term, consistent with 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,
 September 30                               2017       2016     Change
----------------------------------------------------------------------------
Components of debt and coverage
 ratios(1) ($ millions)
----------------------------------------------------------------------------
Net debt                                  13,394     12,217      1,177
EBITDA - excluding restructuring and
 other costs                               4,847      4,668        179
Net interest cost                            568        548         20
----------------------------------------------------------------------------
Debt ratios
----------------------------------------------------------------------------
Fixed-rate debt as a proportion of
 total indebtedness (%)                       89         95         (6) pts.
Average term to maturity of long-term
 debt (excluding commercial paper)
 (years)                                    10.8       10.7        0.1
Weighted average interest rate on
 long-term debt (excluding commercial
 paper) (%)                                 4.16       4.23      (0.07) pts.
Net debt to EBITDA - excluding
 restructuring and other costs(1)
 (times)                                    2.76       2.62       0.14
----------------------------------------------------------------------------
Coverage ratios(1)(times)
----------------------------------------------------------------------------
Earnings coverage                            4.0        4.6       (0.6)
EBITDA - excluding restructuring and
 other costs interest coverage               8.5        8.5          -
----------------------------------------------------------------------------
Other measures(1)(%)
----------------------------------------------------------------------------
Dividend payout ratio                         91         76         15 pts.
Dividend payout ratio of adjusted net
 earnings                                     79         77          2 pts.
----------------------------------------------------------------------------
----------------------------------------------------------------------------
1  See Section 11.1 Non-GAAP and other financial measures.
----------------------------------------------------------------------------

Earnings coverage ratio for the 12-month period ended September 30, 2017, was 4.0 times, down from 4.6 times one year earlier. A decrease in income before borrowing costs and income taxes reduced the ratio by 0.4, while an increase in borrowing costs reduced the ratio by 0.2.

EBITDA - excluding restructuring and other costs interest coverage ratio for the 12-month period ended September 30, 2017, was 8.5 times, consistent with one year earlier. An increase in net interest costs reduced the ratio by 0.3, while growth in EBITDA - excluding restructuring and other costs increased the ratio by 0.3.

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. We currently expect that we will be within our target guideline when considered on a prospective dividend payout ratio basis within the medium term. The historical measures for the 12-month period ended September 30, 2017, are presented for illustrative purposes in evaluating our target guideline and both exceeded the objective range. The immediately vesting transformative compensation expense described in our 2016 annual MD&A impacted the dividend payout ratio for the 12-month period ended September 30, 2017 by 14% and was the single largest adjustment in calculating the denominator of adjusted net earnings.

7.6 Credit facilities

At September 30, 2017, we had available liquidity of more than $1.1 billion from the TELUS revolving credit facility, approximately $37 million available liquidity from the TELUS International (Cda) Inc. credit facility and $123 million available from uncommitted letters of credit facilities. In addition, we had $400 million available under our trade receivables securitization program (see Section 7.7 Sale of trade receivables). We are well within our objective of generally maintaining at least $1.0 billion of available liquidity.

TELUS revolving credit facility

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

TELUS revolving credit facility at September 30, 2017


----------------------------------------------------------------------------
                                                         Backstop
                                           Outstanding        for
                                               undrawn commercial
                                            letters of      paper  Available
($ millions)          Expiry   Size  Drawn      credit    program  liquidity
----------------------------------------------------------------------------
Five-year
 revolving           May 31,
 facility(1)            2021  2,250      -           -     (1,092)     1,158
----------------------------------------------------------------------------
----------------------------------------------------------------------------
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 2.76 to 1.00 as at September 30, 2017, and our consolidated coverage ratio was approximately 8.53 to 1.00 as at September 30, 2017. 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 September 30, 2017, including a U.S. dollar-denominated commercial paper program for up to U.S.$1.0 billion within this maximum aggregate amount. Foreign currency forward contracts are used to manage currency risk arising from issuing commercial paper denominated in U.S. dollars. 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).

TELUS International (Cda) Inc. credit facility

As at September 30, 2017, TELUS International (Cda) Inc. had a bank credit facility, secured by its assets, expiring on May 31, 2021, with a syndicate of financial institutions. The credit facility is composed of a revolving U.S.$115 million component and an amortizing U.S.$215 million term loan component. The credit facility is non-recourse to TELUS Corporation. As at September 30, 2017, $358 million ($353 million net of unamortized issue costs) was outstanding, all of which was denominated in U.S. dollars (U.S.$287 million), with a weighted average interest rate of 2.71%.

Other letter of credit facilities

At September 30, 2017, we had $219 million of letters of credit outstanding (December 31, 2016 - $210 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 $123 million at September 30, 2017.

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 September 30, 2017. (See Note 22 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 November 9, 2017.

7.8 Credit ratings

There were no changes to our investment grade credit ratings as of November 9, 2017.

7.9 Financial instruments, commitments and contingent liabilities

Financial instruments

Our financial instruments and the nature of certain risks they may be subject to were described in Section 7.9 of our 2016 annual 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 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 an agreement to sell trade receivables to an arm's-length securitization trust; maintaining bilateral bank facilities and syndicated credit facilities; maintaining a commercial 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 $1.2 billion of long-term debt or equity securities pursuant to a shelf prospectus that is effective until April 2018.

At September 30, 2017, we had available liquidity of more than $1.1 billion from unutilized credit facilities and $123 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 $488 million in cash and temporary investments at September 30, 2017. 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 September 30, 2017, our contractual commitments related to the acquisition of property, plant and equipment were $198 million through to December 31, 2019, as compared to $436 million over a period ending December 31, 2020, reported in our 2016 annual report. The decrease was primarily due to the completion of the update to our radio access network in the second quarter of 2017, combined with a decrease in commitments related to our fibre expansion.

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.

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 29 of the interim consolidated financial statements.

Indemnification obligations

At September 30, 2017, we had no liability recorded in respect of our indemnification obligations.

7.10 Outstanding share information


                                                       September October 31,
Outstanding shares (millions)                           30, 2017        2017
----------------------------------------------------------------------------
Common Shares                                                594         595
Common Share options - all exercisable (one for one)           1           1
----------------------------------------------------------------------------

7.11 Transactions between related parties

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 $11 million and $30 million, in the third quarter and first nine months of 2017, respectively, as compared to $15 million and $40 million in the comparable periods in 2016, respectively. See Note 30(a) of the interim consolidated financial statements for additional detail.

Transactions with defined benefit pension plans

We provided management and administrative services to our defined benefit pension plans. Charges for these services were on a cost recovery basis and were immaterial.

Transactions with real estate joint ventures

In the third quarter of 2017, we had transactions with real estate joint ventures, which are related parties to us, as set out in Note 21 of our interim consolidated financial statements.

As at September 30, 2017, the proportion of space leased in the TELUS Garden office tower was approximately 99%. Closing was completed for the majority of residential units in the TELUS Garden residential condominium project in the fourth quarter of 2016, and the remaining units were closed subsequent to September 30, 2017.

For the TELUS Sky real estate joint venture, commitments and contingent liabilities include construction-related contractual commitments through to 2019 (approximately $96 million at September 30, 2017) 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 for the year ended December 31, 2016. The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires us to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as 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 and are described in Section 8.1 of our 2016 annual MD&A, which is hereby incorporated by reference.

8.2 Accounting policy developments

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

9. Update to assumptions

This section contains forward-looking statements, which should be read together with the Caution regarding forward-looking statements at the beginning of this MD&A.

The assumptions for our 2017 outlook, as described in Section 9 General trends, outlook and assumptions of our 2016 annual MD&A, remain the same, except for the following updates as follows:


--  Our revised estimate for economic growth in Canada in 2017 will be
    approximately 3.0% (previously 2.2% as updated in our first quarter 2017
    MD&A). For our incumbent local exchange carrier (ILEC) provinces in
    Western Canada, we currently estimate that annual rates of economic
    growth in B.C. will be approximately 3.2% in 2017 (previously 2.3% as
    reported in our 2016 annual MD&A), and that economic growth in Alberta
    will be approximately 3.5% in 2017 (previously 2.4% as updated in our
    first quarter 2017 MD&A).

Which sectors of the economy that experience these growth estimates and the competitive and dynamic environment in which we operate will affect when, and to what extent, we will experience the effects of these economic growth estimates.


--  Our cash income tax payments assumption has been revised downward to a
    range of $170 million to $230 million, from an original assumption of a
    range between $300 million to $360 million, due to a reorganization to
    simplify our legal structure to realize efficiencies and streamline
    processes which also impacts the timing of cash income tax payments.

9.1 Telecommunications industry regulatory developments and proceedings

Our telecommunications, broadcasting and radiocommunication services are regulated under federal laws by various authorities, including the Canadian Radio-television and Telecommunications Commission (CRTC), Innovation, Science and Economic Development Canada (ISED) and the Minister of Canadian Heritage.

The following are updates to Section 9.4 Telecommunications industry regulatory developments and proceedings in our 2016 annual MD&A.

Radiocommunication licences and spectrum-related matters

ISED regulates, among other matters, the allocation and use of radio spectrum in Canada. It also licenses radio apparatus, frequency bands and/or radio channels within various frequency bands to service providers and private users. As well, ISED establishes the terms and conditions attaching to such radio authorizations, including restrictions on licence transfers, coverage obligations, research and development obligations, annual reporting, and obligations concerning mandated roaming and antenna site sharing with competitors.

ISED periodically initiates spectrum-related consultation notices.

ISED Consultation on a Technical, Policy and Licensing Framework for Spectrum in the 600 MHz Band

On August 4, 2017, ISED issued Consultation on a Technical, Policy and Licensing Framework for Spectrum in the 600 MHz Band. ISED is proposing a 30 MHz set-aside of the 70 MHz of spectrum that will be auctioned off for non-national incumbent providers (i.e. service providers having less than 10% of the national wireless subscriber market share). TELUS has filed comments on October 2, 2017 and reply comments on October 25, 2017 in which we aggressively advocated for an open auction process. No specific auction timing has been announced. It is too early to determine the potential impact that this consultation and ensuing auction process may have on TELUS.

ISED Consultation on the Spectrum Outlook 2018 to 2022

On October 6, 2017, ISED issued Consultation on the on the Spectrum Outlook 2018 to 2022 to obtain feedback on spectrum activities over the next five years relating to "the release of spectrum for commercial mobile services, licence-exempt applications, satellite services and wireless backhaul services". ISED is also seeking comments on future technology advancements and associated spectrum demand, as well as on the proposed release of specific spectrum bands, and timing thereof, to meet these future needs. TELUS will be actively participating in this consultation process and filing submissions on the issues under consideration. It is too early to determine the potential impact that this consultation may have on TELUS.

Regulatory and federal government reviews

The CRTC and the federal government have initiated public proceedings to review various matters. They are discussed below.

Telecommunications-related issues

Review of competitor quality of service regime

The CRTC has commenced Telecom Notice of Consultation CRTC 2017-49 to review the regulatory framework for the competitor quality of service regime (CQoS). CQoS applies to certain wholesale services we provide to competitors. It establishes standards for certain aspects of service provision and requires TELUS to rebate a portion of rates where we fail to meet those standards. TELUS is also subject to tracking, reporting and auditing requirements. This proceeding will consider whether a regime is needed, what services should be subject to the regime, which service providers will be subject to the regime, the appropriateness of the rate rebates and other similar matters. The proceeding is now complete and a decision is not expected before the first quarter of 2018. It is not expected that the outcome of this proceeding will have a significant impact on TELUS.

Review of regulatory framework for message relay service

On February 2, 2017, the CRTC initiated a proceeding to review the regulatory framework and marketplace environment for text-based message relay services. Local exchange carriers are required to provide these services that enable people with a hearing or speech disability to make and receive telephone calls. The CRTC has initiated this review because these services are in declining use in light of technological developments that have made other text messaging services convenient for customers. TELUS is participating in this review. It is not expected that the outcome of this proceeding will have a significant impact on TELUS.

Phase-out of local service subsidy regime

The CRTC has issued Telecom Notice of Consultation CRTC 2017-92 in which it is seeking comments on its proposed approach to the phase-out of the local service subsidy regime and associated policies. This notice is part of the followup activities resulting from Modern Telecommunications Services - The path forward for Canada's digital economy, Telecom Regulatory Policy CRTC 2016-496 issued on December 21, 2016. TELUS is characterized by the CRTC as an incumbent local exchange carrier with respect to wireline voice service. As such, TELUS is subject to certain mandatory service obligations that do not necessarily apply to all of TELUS' competitors. TELUS participated in this proceeding seeking greater pricing flexibility in regulated high cost exchanges if subsidies are removed and to ensure we are compensated for any obligation to serve. The proceeding is now complete and is scheduled to be followed by a further proceeding to review the price cap and the local forbearance regimes applicable to local service. It is too early to determine the potential impacts of the proceedings on TELUS.

Development of the CRTC's new broadband funding regime

On April 25, 2017, the CRTC issued Development of the Commission's broadband funding regime, Telecom Notice of Consultation CRTC 2017-112. This consultation follows on the CRTC's Modern Telecommunications Services decision issued on December 21, 2016, in which the CRTC set a new universal service objective that included fixed and mobile wireless broadband Internet access services, and stated that it would begin to shift the focus of its current regulatory frameworks from wireline voice services to broadband in order to assist in expanding the availability and adoption of broadband Internet access services. The CRTC also set out its preliminary views on the establishment of a new broadband funding mechanism in that decision. The CRTC has subsequently issued a new notice calling for comments on the various issues pertaining to the establishment of its new broadband funding regime, including governance of the new fund, operating and accountability frameworks, as well as eligibility and assessment criteria for proposed projects. TELUS is participating in this proceeding and has filed its intervention and responded to interventions filed by other parties thus far, and is awaiting potential requests for information from the CRTC. It is too early to determine the potential impact that this proceeding may have on TELUS.

Governor in Council's request to the CRTC to reconsider wireless service providers' wholesale mobile roaming service tariffs

The Governor in Council has ordered the CRTC to reconsider Wholesale mobile wireless roaming service tariffs - Final terms and conditions, Telecom Decision CRTC 2017-56. More specifically, the CRTC has been asked to reconsider whether Wi-Fi networks could count as a home network for wireless service providers seeking mandated roaming. The CRTC's reconsideration is to be completed by March 31, 2018. In response to this request, the CRTC has issued Reconsideration of Telecom Decision 2017-56 regarding final terms and conditions for wholesale mobile wireless roaming service, Telecom Notice of Consultation CRTC 2017-259, thereby initiating a proceeding to review this matter. Subsequent to the Governor in Council's order, a company called TNW Wireless Inc. brought an application requesting the CRTC to order TELUS (and Bell Mobility) to provide wholesale roaming for a primarily Wi-Fi based service offering. It is not yet clear whether the CRTC will consider this matter separately from the review proceeding. It is too early to determine the potential impact that this proceeding may have on TELUS.

Decision on Review of the Wireless Code

On June 15, 2017, the CRTC issued Telecom Regulatory Policy CRTC 2017-200, Review of the Wireless Code. The major changes to the Wireless Code relate to: (i) the removal of unlocking fees and the requirement to sell all devices unlocked as of December 1, 2017; (ii) changes to how the $50 data usage cap and $100 data roaming cap are calculated and how consent to obtain additional usage is obtained; and (iii) amendments to the mandated trial period for customers who obtain a postpaid wireless contract. Changes to the Wireless Code are to be implemented by December 1, 2017. TELUS has commenced its implementation process and is assessing the impacts of these changes. However, it is not expected that these changes will have a significant impact on TELUS.

Broadcasting-related issues

Review and modernizing of the Broadcasting Act and Telecommunications Act

In the federal government's budget announcement on March 22, 2017, the federal government recognized the impact of the digital age on Canada's media and broadcasting industries and indicated its intention to review and modernize the Broadcasting Act and the Telecommunications Act, looking specifically at issues relating to content creation in the digital age, net neutrality and cultural diversity. This announcement dovetails with the review of Canada's cultural policies as described in Section 9.4 of our 2016 annual MD&A and with the new order for the CRTC to hold hearings and report back to the federal government on distribution models of the future and how Canadians will access programming, described below.

CRTC ordered to report back to the federal government on distribution models of the future

On September 22, 2017, the federal government issued an Order in Council pursuant to section 15 of the Broadcasting Act to request that the CRTC hold hearings and report on distribution models of the future and how Canadians will access programming. The deadline for the CRTC's report back to the federal government is June 1, 2018. It is expected that the CRTC will launch a consultation process by the end of 2017. TELUS will participate in these hearings. While the CRTC's report to the federal government will likely form part of the record for the later review of the Broadcasting Act and the Telecommunications Act, it is not expected to have a significant impact on TELUS.

Minister of Canadian Heritage's Creative Canada Policy Framework

On September 28, 2017, the Minister of Canadian Heritage announced her Creative Canada Policy Framework. This policy framework is focused on: 1) investing in Canadian creators and cultural entrepreneurs; 2) promoting discovery and distribution of Canadian content at home and globally; and 3) strengthening public broadcasting and support local news. The Minister has indicated in her official speech unveiling this new policy framework that the federal government would not support any new tax on Internet service providers. As a result, this new policy framework is not expected to have a significant impact on TELUS.

Review of the Copyright Act and Copyright Board

The Copyright Act is slated for a review in 2017 and is expected to begin soon. While the Minister of Canadian Heritage has indicated her intention that this review be focused on creators, the Copyright Act falls under the mandate of the Minister of ISED which will also look to balance the interests of consumers in innovation. The policy approach for copyright has traditionally been based on a balancing of interests. The review is not expected to have a significant impact on TELUS.

North American Free Trade Agreement Negotiations

The Office of the United States Trade Representative has released its summary of objectives for the renegotiation of the North American Free Trade Agreement (NAFTA) between Canada, the United States and Mexico. The United States government has identified a number of objectives including trade in services (including telecommunications services), digital trade in goods and services and cross-border data flows, intellectual property (including copyright) and competition policy, amongst other issues, as potential items for negotiation. The Government of Canada has since outlined Canada's ten priorities for the NAFTA renegotiations, none of which include detailed telecommunications or intellectual property objectives. On the issue of cultural exemptions, the Government of Canada has clearly stated that it is committed to maintaining the current exemption for the cultural industries found in NAFTA. NAFTA negotiations have begun but are expected to continue through to the end of 2017. It remains unclear what issues will be negotiated, the outcome of negotiations, and the potential impact that the NAFTA negotiations may have on TELUS.

10. Risks and risk management

The principal risks and uncertainties that could affect our future business results and associated risk mitigation activities were described in our 2016 annual MD&A and have not materially changed since December 31, 2016. Reference is made as well to the summary of risks and uncertainties in the Caution regarding forward-looking statements at the beginning of this MD&A.

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, 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 Net income and adjusted basic earnings per share: These measures are used to evaluate performance at a consolidated level and exclude items that may obscure the underlying trends in business performance. These measures should not be considered alternatives to Net income and 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 redevelopment partnerships, gains on the exchange of wireless spectrum licences, restructuring and other costs, long-term debt prepayment premiums (when applicable), income tax-related adjustments and asset retirements related to restructuring activities. (See Analysis of Net income and Analysis of basic EPS in 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 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 sustainable earnings per share on a prospective basis. (See Section 7.5 Liquidity and capital resource measures.)


Calculation of Dividend payout ratio
----------------------------------------------------------------------------
12-month periods ended September 30 ($)                     2017        2016
----------------------------------------------------------------------------
Numerator - sum of the last four quarterly dividends
 declared per Common Share                                1.9450        1.80
Denominator - Net income per Common Share                   2.13        2.37
----------------------------------------------------------------------------
Ratio (%)                                                     91          76
----------------------------------------------------------------------------

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, business acquisition-related provisions, immediately vesting transformative compensation expense, long-term debt prepayment premium (when applicable) and income tax-related adjustments.


Calculation of Dividend payout ratio of adjusted net earnings
----------------------------------------------------------------------------
12-month periods ended September 30 ($)                    2017        2016
----------------------------------------------------------------------------
Numerator - sum of the last four quarterly dividends
 declared per Common Share                               1.9450        1.80
----------------------------------------------------------------------------
Adjusted net earnings ($ millions):
  Net income attributable to Common Shares                1,260       1,403
  Deduct net gains and equity income from real
   estate joint venture developments, after income
   taxes                                                     (7)        (11)
  Deduct gain on the exchange of wireless spectrum
   licences, after income taxes                               -         (13)
  Add back business acquisition-related provisions,
   after income taxes                                         2          13
  Add back transformative compensation expense,
   after income taxes                                       224           -
  Add back net unfavourable (deduct net favourable)
   income tax-related adjustments                           (18)        (11)
----------------------------------------------------------------------------
                                                          1,461       1,381
----------------------------------------------------------------------------
Denominator - Adjusted net earnings per Common Share       2.47        2.33
----------------------------------------------------------------------------
Adjusted ratio (%)                                           79          77
----------------------------------------------------------------------------

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
----------------------------------------------------------------------------
12-month periods ended September 30 ($ millions,
 except ratio)                                              2017        2016
----------------------------------------------------------------------------
Net income attributable to Common Shares                   1,260       1,403
Income taxes (attributable to Common Shares)                 431         493
Borrowing costs (attributable to Common Shares)(1)           557         532
----------------------------------------------------------------------------
Numerator                                                  2,248       2,428
Denominator - Borrowing costs                                557         532
----------------------------------------------------------------------------
Ratio (times)                                                4.0         4.6
----------------------------------------------------------------------------
----------------------------------------------------------------------------
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 have issued guidance on and report EBITDA because it is a key measure used to evaluate performance at a consolidated level. 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 calculate EBITDA - excluding restructuring and other costs, as it is a component of the EBITDA - excluding restructuring and other costs interest coverage ratio and the Net debt to EBITDA - excluding restructuring and other costs ratio.

We may also calculate 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 should not be included in an assessment of our ability to service or incur debt.


EBITDA reconciliation
----------------------------------------------------------------------------
                                                                 Nine-month
                                            Third quarters    periods ended
                                        ended September 30     September 30
                                        ------------------- ----------------
($ millions)                                 2017     2016    2017     2016
----------------------------------------------------------------------------
Net income                                    370      355   1,197    1,149
Financing costs                               149      129     429      386
Income taxes                                  130      132     420      411
Depreciation                                  410      388   1,203    1,158
Amortization of intangible assets             137      127     402      356
----------------------------------------------------------------------------
EBITDA                                      1,196    1,131   3,651    3,460
Add back restructuring and other costs         36       60      79      131
----------------------------------------------------------------------------
EBITDA - excluding restructuring and
 other costs                                1,232    1,191   3,730    3,591
Deduct gain on the exchange of wireless
 spectrum licences                              -        -       -      (15)
Deduct net gains and equity income from
 real estate joint venture developments         -      (10)     (3)     (19)
----------------------------------------------------------------------------
Adjusted EBITDA                             1,232    1,181   3,727    3,557
----------------------------------------------------------------------------

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, as described in 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 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 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.


Free cash flow calculation
----------------------------------------------------------------------------
                                        Third quarters   Nine-month periods
                                    ended September 30   ended September 30
                                   -------------------- --------------------
($ millions)                            2017      2016       2017      2016
----------------------------------------------------------------------------
EBITDA                                 1,196     1,131      3,651     3,460
Deduct non-cash gains from the sale
 of property, plant and equipment         (2)       (4)        (3)      (15)
Restructuring costs net of
 disbursements                           (18)       12        (64)      (27)
Deduct net gains and equity income
 from real estate joint venture
 developments                              -       (10)        (3)      (19)
Deduct gain on the exchange of
 wireless spectrum licences                -         -          -       (15)
Items from the interim consolidated
 statements of cash flows:
  Share-based compensation                22        27         61        65
  Net employee defined benefit
   plans expense                          20        23         61        67
  Employer contributions to
   employee defined benefit plans        (17)      (14)       (52)      (53)
  Interest paid                         (146)     (132)      (413)     (387)
  Interest received                        1         1          2         1
Capital expenditures (excluding
 spectrum licences)                     (821)     (787)    (2,355)   (2,174)
Other                                      -         -          6         -
----------------------------------------------------------------------------
Free cash flow before income taxes       235       246        891       903
Income taxes paid, net of refunds        (20)     (148)      (199)     (571)
----------------------------------------------------------------------------
Free cash flow                           215        98        692       332
----------------------------------------------------------------------------

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
----------------------------------------------------------------------------
                                   Third quarters ended  Nine-month periods
                                           September 30  ended September 30
                                   -------------------- --------------------
($ millions)                             2017      2016      2017      2016
----------------------------------------------------------------------------
Free cash flow                            215        98       692       332
Add (deduct):
  Capital expenditures (excluding
   spectrum licences)                     821       787     2,355     2,174
  Adjustments to reconcile to Cash
   provided by operating activities        97       147       (79)      (19)
----------------------------------------------------------------------------
Cash provided by operating
 activities                             1,133     1,032     2,968     2,487
----------------------------------------------------------------------------

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 September 30 ($ millions)                                 2017      2016
----------------------------------------------------------------------------
Long-term debt including current maturities                13,618    12,454
Debt issuance costs netted against long-term debt              72        67
Derivative liabilities, net                                    76        24
Accumulated other comprehensive income amounts arising
 from financial instruments used to manage interest rate
 and currency risks associated with U.S. dollar-
 denominated long-term debt (excluding tax effects)            16       (18)
Cash and temporary investments                               (488)     (410)
Short-term borrowings                                         100       100
----------------------------------------------------------------------------
Net debt                                                   13,394    12,217
----------------------------------------------------------------------------

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. (See discussion in Section 7.5 Liquidity and capital resource measures.) This measure is similar to the leverage ratio covenant in our credit facilities, as described in 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 2017 and 2016. Expenses recorded for the long-term debt prepayment premium, if any, are included in net interest cost. Net interest cost was $568 million in the 12-month period ended September 30, 2017, and $548 million in the 12-month period ended September 30, 2016.

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. In addition, 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
----------------------------------------------------------------------------
                                   Third quarters ended   Nine-month periods
                                           September 30   ended September 30
                                   -------------------- --------------------
($ millions)                             2017      2016       2017      2016
----------------------------------------------------------------------------
Goods and services purchased               31        23         58        39
Employee benefits expense                   5        37         21        92
----------------------------------------------------------------------------
Restructuring and other costs
 included in EBITDA                        36        60         79       131
----------------------------------------------------------------------------

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-IASB.

Average revenue per subscriber unit per month (ARPU) for wireless subscribers 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 (or churn) 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 wireless subscriber is deactivated when the subscriber has no usage for 90 days following expiry of the prepaid credits.

Wireless subscriber unit (subscriber) is defined as an active mobile recurring revenue-generating unit (e.g. mobile phone, tablet or mobile Internet key) with a unique subscriber identifier (SIM or IMEI number). In addition, TELUS has a direct billing or support relationship with the user of each device. Subscriber units exclude machine-to-machine 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 fixed 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.


condensed interim consolidated statements of income and other
comprehensive income                                             (unaudited)
                                         Three months           Nine months
Periods ended September 30
 (millions except per share
 amounts)                             2017       2016       2017       2016
----------------------------------------------------------------------------
OPERATING REVENUES
Service                            $ 3,174    $ 3,045    $ 9,292    $ 8,921
Equipment                              181        180        507        516
----------------------------------------------------------------------------
Revenues arising from contracts
 with customers                      3,355      3,225      9,799      9,437
Other operating income                  11         13         38         57
----------------------------------------------------------------------------
                                     3,366      3,238      9,837      9,494
----------------------------------------------------------------------------
OPERATING EXPENSES
Goods and services purchased         1,531      1,426      4,277      4,057
Employee benefits expense              639        681      1,909      1,977
Depreciation                           410        388      1,203      1,158
Amortization of intangible
 assets                                137        127        402        356
----------------------------------------------------------------------------
                                     2,717      2,622      7,791      7,548
----------------------------------------------------------------------------
OPERATING INCOME                       649        616      2,046      1,946
Financing costs                        149        129        429        386
----------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES             500        487      1,617      1,560
Income taxes                           130        132        420        411
----------------------------------------------------------------------------
NET INCOME                             370        355      1,197      1,149
----------------------------------------------------------------------------
OTHER COMPREHENSIVE INCOME
Items that may subsequently be
 reclassified to income
Change in unrealized fair value
 of derivatives designated as
 cash flow hedges                       12         (4)        22        (13)
Foreign currency translation
 adjustment arising from
 translating financial
 statements of foreign
 operations                             (5)         2         (2)         4
Change in unrealized fair value
 of available-for-sale financial
 assets                                 (2)         2         (2)        (1)
----------------------------------------------------------------------------
                                         5          -         18        (10)
----------------------------------------------------------------------------
Item never subsequently
 reclassified to income
Employee defined benefit plan
 re-measurements                       (22)       150         64        167
----------------------------------------------------------------------------
                                       (17)       150         82        157
----------------------------------------------------------------------------
COMPREHENSIVE INCOME               $   353    $   505    $ 1,279    $ 1,306
----------------------------------------------------------------------------
NET INCOME ATTRIBUTABLE TO:
Common Shares                      $   367    $   348    $ 1,179    $ 1,142
Non-controlling interests                3          7         18          7
----------------------------------------------------------------------------
                                   $   370    $   355    $ 1,197    $ 1,149
----------------------------------------------------------------------------
COMPREHENSIVE INCOME
 ATTRIBUTABLE TO:
Common Shares                      $   351    $   501    $ 1,260    $ 1,298
Non-controlling interests                2          4         19          8
----------------------------------------------------------------------------
                                   $   353    $   505    $ 1,279    $ 1,306
----------------------------------------------------------------------------
NET INCOME PER COMMON SHARE
Basic                              $  0.62    $  0.59    $  1.99    $  1.93
Diluted                            $  0.62    $  0.59    $  1.99    $  1.93

TOTAL WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING
Basic                                  594        592        592        593
Diluted                                594        592        593        593


condensed interim consolidated statements of financial position  (unaudited)
                                                        September   December
As at (millions)                                         30, 2017   31, 2016
----------------------------------------------------------------------------
ASSETS
Current assets
Cash and temporary investments, net                      $    488   $    432
Accounts receivable                                         1,539      1,471
Income and other taxes receivable                              54          9
Inventories                                                   356        318
Prepaid expenses                                              359        233
Current derivative assets                                       5         11
----------------------------------------------------------------------------
                                                            2,801      2,474
----------------------------------------------------------------------------
Non-current assets
Property, plant and equipment, net                         11,184     10,464
Intangible assets, net                                     10,651     10,364
Goodwill, net                                               4,215      3,787
Other long-term assets                                        715        640
----------------------------------------------------------------------------
                                                           26,765     25,255
----------------------------------------------------------------------------
                                                         $ 29,566   $ 27,729
----------------------------------------------------------------------------

LIABILITIES AND OWNERS' EQUITY
Current liabilities
Short-term borrowings                                    $    100   $    100
Accounts payable and accrued liabilities                    2,447      2,330
Income and other taxes payable                                 43         37
Dividends payable                                             292        284
Advance billings and customer deposits                        769        737
Provisions                                                     66        124
Current maturities of long-term debt                        1,357      1,327
Current derivative liabilities                                 30         12
----------------------------------------------------------------------------
                                                            5,104      4,951
----------------------------------------------------------------------------
Non-current liabilities
Provisions                                                    473        395
Long-term debt                                             12,261     11,604
Other long-term liabilities                                   827        736
Deferred income taxes                                       2,404      2,107
----------------------------------------------------------------------------
                                                           15,965     14,842
----------------------------------------------------------------------------
Liabilities                                                21,069     19,793
----------------------------------------------------------------------------
Owners' equity
Common equity                                               8,458      7,917
Non-controlling interests                                      39         19
----------------------------------------------------------------------------
                                                            8,497      7,936
----------------------------------------------------------------------------
                                                         $ 29,566   $ 27,729
----------------------------------------------------------------------------


condensed interim consolidated statements of cash flows          (unaudited)
                                         Three months           Nine months
Periods ended September 30
 (millions)                           2017       2016       2017       2016
----------------------------------------------------------------------------
OPERATING ACTIVITIES
Net income                         $   370    $   355    $ 1,197    $ 1,149
Adjustments to reconcile net
 income to cash provided by
 operating activities:
  Depreciation and amortization        547        515      1,605      1,514
  Deferred income taxes                 57         47        243         48
  Share-based compensation
   expense, net                         22         27         61         65
  Net employee defined benefit
   plans expense                        20         23         61         67
  Employer contributions to
   employee defined benefit
   plans                               (17)       (14)       (52)       (53)
  Other                                 10          8         15         (5)
  Net change in non-cash
   operating working capital           124         71       (162)      (298)
----------------------------------------------------------------------------
Cash provided by operating
 activities                          1,133      1,032      2,968      2,487
----------------------------------------------------------------------------
INVESTING ACTIVITIES
Cash payments for capital
 assets, excluding spectrum
 licences                             (794)      (711)    (2,344)    (1,971)
Cash payments for spectrum
 licences                                -          -          -       (145)
Cash payments for acquisitions,
 net                                   (82)       (14)      (560)       (16)
Real estate joint ventures
 advances                               (6)        (5)       (19)       (28)
Real estate joint venture
 receipts                               14         50         18         91
Proceeds on disposition                  6          3         12          3
Other                                   (4)        (3)       (16)        (9)
----------------------------------------------------------------------------
Cash used by investing
 activities                           (866)      (680)    (2,909)    (2,075)
----------------------------------------------------------------------------
FINANCING ACTIVITIES
Dividends paid to holders of
 Common Shares                        (269)      (274)      (813)      (798)
Purchase of Common Shares for
 cancellation                            -        (19)         -       (140)
Issuance and repayment of short-
 term borrowings                         -         (3)         -          -
Long-term debt issued                1,267      1,336      5,328      4,623
Redemptions and repayment of
 long-term debt                     (1,149)    (1,403)    (4,509)    (4,186)
Issue of shares by subsidiary to
 non-controlling interests               -         (1)         -        291
Other                                    1         (6)        (9)       (15)
----------------------------------------------------------------------------
Cash used by financing
 activities                           (150)      (370)        (3)      (225)
----------------------------------------------------------------------------
CASH POSITION
Increase (decrease) in cash and
 temporary investments, net            117        (18)        56        187
Cash and temporary investments,
 net, beginning of period              371        428        432        223
----------------------------------------------------------------------------
Cash and temporary investments,
 net, end of period                $   488    $   410    $   488    $   410
----------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF
 OPERATING CASH FLOWS
Interest paid                      $  (146)   $  (132)   $  (413)   $  (387)
----------------------------------------------------------------------------
Interest received                  $     1    $     -    $     2    $     1
----------------------------------------------------------------------------
Income taxes paid, net             $   (20)   $  (148)   $  (199)   $  (571)
----------------------------------------------------------------------------

segmented information                                            (unaudited)
Three-month periods ended
 September 30 (millions)                      Wireless            Wireline

                                        2017      2016      2017      2016
--------------------------------------------------------------------------
Operating revenues
External revenues
  Service                           $  1,800  $  1,685  $  1,374  $  1,360
  Equipment                              129       129        52        51
--------------------------------------------------------------------------
  Revenues arising from contracts
   with customers                      1,929     1,814     1,426     1,411
  Other operating income                   5         4         6         9
--------------------------------------------------------------------------
                                       1,934     1,818     1,432     1,420
Inter-service revenues                    11        15        51        48
--------------------------------------------------------------------------
                                    $  1,945  $  1,833  $  1,483  $  1,468
--------------------------------------------------------------------------
EBITDA 1                            $    788  $    759  $    408  $    372
--------------------------------------------------------------------------
CAPEX 2                             $    237  $    295  $    584  $    492
--------------------------------------------------------------------------














Three-month periods ended
 September 30 (millions)                   Eliminations         Consolidated

                                        2017       2016       2017      2016
----------------------------------------------------------------------------
Operating revenues
External revenues
  Service                           $      -   $      -   $  3,174  $  3,045
  Equipment                                -          -        181       180
----------------------------------------------------------------------------
  Revenues arising from contracts
   with customers                          -          -      3,355     3,225
  Other operating income                   -          -         11        13
----------------------------------------------------------------------------
                                           -          -      3,366     3,238
Inter-service revenues                   (62)       (63)         -         -
----------------------------------------------------------------------------
                                    $    (62)  $    (63)  $  3,366  $  3,238
----------------------------------------------------------------------------
EBITDA 1                            $      -   $      -   $  1,196  $  1,131
----------------------------------------------------------------------------
CAPEX 2                             $      -   $      -   $    821  $    787
----------------------------------------------------------------------------
                                     Operating revenues
                                     - external (above)   $  3,366  $  3,238
                                     Goods and services
                                     purchased               1,531     1,426
                                     Employee benefits
                                     expense                   639       681
                                     ---------------------------------------
                                     EBITDA (above)          1,196     1,131
                                     Depreciation              410       388
                                     Amortization              137       127
                                     ---------------------------------------
                                     Operating income          649       616
                                     Financing costs           149       129
                                     ---------------------------------------
                                     Income before
                                     income taxes         $    500  $    487
                                     ---------------------------------------
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).
Nine-month periods ended September
 30 (millions)                                Wireless            Wireline

                                        2017      2016      2017      2016
--------------------------------------------------------------------------
Operating revenues
External revenues
  Service                           $  5,211  $  4,880  $  4,081  $  4,041
  Equipment                              347       362       160       154
--------------------------------------------------------------------------
  Revenues arising from contracts
   with customers                      5,558     5,242     4,241     4,195
  Other operating income                   5        32        33        25
--------------------------------------------------------------------------
                                       5,563     5,274     4,274     4,220
Inter-service revenues                    33        43       155       143
--------------------------------------------------------------------------
                                    $  5,596  $  5,317  $  4,429  $  4,363
--------------------------------------------------------------------------
EBITDA 1                            $  2,391  $  2,308  $  1,260  $  1,152
--------------------------------------------------------------------------
CAPEX 2                             $    745  $    733  $  1,610  $  1,441
--------------------------------------------------------------------------














Nine-month periods ended September
 30 (millions)                             Eliminations         Consolidated

                                        2017       2016       2017      2016
----------------------------------------------------------------------------
Operating revenues
External revenues
  Service                         $        -   $      -   $  9,292  $  8,921
  Equipment                                -          -        507       516
----------------------------------------------------------------------------
  Revenues arising from contracts
   with customers                          -          -      9,799     9,437
  Other operating income                   -          -         38        57
----------------------------------------------------------------------------
                                           -          -      9,837     9,494
Inter-service revenues                  (188)      (186)         -         -
----------------------------------------------------------------------------
                                    $   (188)  $   (186)  $  9,837  $  9,494
----------------------------------------------------------------------------
EBITDA 1                          $        -   $      -   $  3,651  $  3,460
----------------------------------------------------------------------------
CAPEX 2                           $        -   $      -   $  2,355  $  2,174
----------------------------------------------------------------------------
                                     Operating revenues
                                     - external (above)   $  9,837  $  9,494
                                     Goods and services
                                     purchased               4,277     4,057
                                     Employee benefits
                                     expense                 1,909     1,977
                                     ---------------------------------------
                                     EBITDA (above)          3,651     3,460
                                     Depreciation            1,203     1,158
                                     Amortization              402       356
                                     ---------------------------------------
                                     Operating income        2,046     1,946
                                     Financing costs           429       386
                                     ---------------------------------------
                                     Income before
                                     income taxes         $  1,617  $  1,560
                                     ---------------------------------------
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).

Contacts:
Media relations
Richard Gilhooley
(778) 868-0235
[email protected]

Investor Relations:
Paul Carpino
(647) 837-8100
[email protected]

Source: TELUS Corporation



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