Obligation TelusCo 4.3% ( US87971MBK80 ) en USD

TelusCo

100 % ▲

Canada

US87971MBK80 ( en USD )

4.3% par an ( paiement semestriel )

14/06/2049

Prospectus brochure de l'obligation TELUS Corp US87971MBK80 en USD 4.3%, échéance 14/06/2049

2 000 USD

500 000 000 USD

87971MBK8

BBB- ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/06/2025 ( Dans 37 jours )

TELUS Corporation est une société canadienne de télécommunications offrant des services de téléphonie mobile, internet haute vitesse, télévision et services informatiques à des clients résidentiels et commerciaux au Canada et à l'international.

L'Obligation émise par TelusCo ( Canada ) , en USD, avec le code ISIN US87971MBK80, paye un coupon de 4.3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2049

L'Obligation émise par TelusCo ( Canada ) , en USD, avec le code ISIN US87971MBK80, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par TelusCo ( Canada ) , en USD, avec le code ISIN US87971MBK80, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
Filed pursuant to General Instruction II.L. of Form F-10
File No. 333-224895
PROSPECTUS SUPPLEMENT
To a Short Form Base Shelf Prospectus dated May 17, 2018
U.S.$500,000,000
TELUS Corporation
4.300% Notes due June 15, 2049
The 4.300% Notes due June 15, 2049 (the "Notes") of TELUS Corporation ("TELUS" or the "Company") are offered under this prospectus
supplement (the "Offering").
The Notes will bear interest at the rate of 4.300% per year, payable semi-annually on June 15 and December 15 of each year beginning on
December 15, 2019. See "Description of the Notes". The effective yield on the Notes if held to maturity will be 4.357%. The Notes will be unsecured
and unsubordinated obligations of the Company, will rank pari passu in right of payment with all existing and future unsecured and unsubordinated
obligations of the Company and will be senior in right of payment to all existing and future subordinated indebtedness of the Company, but will be
effectively subordinated to all existing and future obligations of, or guaranteed by, the Company's subsidiaries.
TELUS maintains its registered office and its executive office at 510 W. Georgia St., 23rd Floor, Vancouver, British Columbia V6B 0M3.
Unless the Company redeems the Notes earlier, the Notes will mature on June 15, 2049. The Company may redeem the Notes at any time, in
whole or from time to time, in part, on the terms and at the redemption prices described herein. The Company may also redeem the Notes, in whole but
not in part, in the event certain changes affecting Canadian withholding taxes occur.
The Company will be required to make an offer to repurchase the Notes at a price equal to 101% of its outstanding principal amount plus accrued
and unpaid interest to the date of repurchase upon the occurrence of a Change of Control Triggering Event (as defined herein). See "Description of
the Notes".
An investment in the Notes bears certain risks. See "Risk Factors" on page S-12 of this prospectus supplement.
Net Proceeds
Price to
Underwriters'
to the

Public(1)

Fees(2)

Company(3)(4)

Notes, per U.S.$1,000 principal amount

U.S.$990.48

U.S.$8.75

U.S.$981.73

Total
U.S.$495,240,000 U.S.$4,375,000 U.S.$490,865,000
Notes:
(1)
Plus accrued interest, if any, from May 28, 2019, if settlement occurs after that date.
(2)
TELUS has agreed to indemnify the Underwriters (as defined herein) against certain liabilities. See "Underwriting".
(3)
Consisting of the purchase price of 99.048% (or U.S.$495,240,000) less the Underwriters' fees in respect of the Notes.
(4)
Before deducting expenses of the issue estimated at U.S.$1,600,000 which, together with the Underwriters' fees, will be paid by the Company.
The Underwriters expect to deliver the Notes on or about May 28, 2019 through The Depository Trust Company and its direct and
indirect participants, including Euroclear Bank SA/NV and Clearstream Banking S.A.
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Joint Book-Running Managers
BofA Merrill Lynch
RBC Capital Markets

TD Securities

Wells Fargo Securities
Co-Managers

BMO Capital Markets
CIBC Capital Markets
Scotiabank
National Bank of HSBC

Canada Financial

Markets

MUFG
Desjardins Securities
J.P. Morgan
SMBC Nikko

Dated May 22, 2019
Table of Contents
The securities offered pursuant to this prospectus supplement have not been approved or disapproved by the United States Securities and
Exchange Commission (the "SEC") nor has the SEC passed upon the accuracy or adequacy of this prospectus supplement or the short form
base shelf prospectus to which this prospectus supplement relates. Any representation to the contrary is a criminal offense.
There is no market through which the Notes may be sold and purchasers may not be able to resell the Notes purchased under this
prospectus supplement and the short form base shelf prospectus to which it relates. This may affect the pricing of the Notes in the secondary
market, the transparency and availability of trading prices, the liquidity of the Notes, and the extent of issuer regulation. See "Risk Factors" on
page S-12 of this prospectus supplement.
The Notes offered hereby have not been qualified for sale under the securities laws of any province or territory of Canada (other than the
Province of British Columbia) and are not being offered in Canada or to any resident of Canada. See "Underwriting". This Offering is made
by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States and Canada, to prepare this
prospectus supplement, and the short form base shelf prospectus to which it relates, in accordance with the disclosure requirements of Canada.
Prospective investors in the United States should be aware that such requirements are different from those of the United States. The financial
statements incorporated herein have been prepared in accordance with International Financial Reporting Standards as issued by the
International Accounting Standards Board, and thus they may not be comparable to financial statements of United States companies.
Prospective investors in the United States should be aware that the acquisition of the Notes described herein may have tax consequences both in
the United States and in Canada. Such consequences for investors who are resident in, or citizens of, the United States may not be fully
described herein.
The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that
the Company is incorporated or organized under the laws of the Province of British Columbia, that some or all of its officers and directors
may be residents of Canada, that some or all of the agents or experts named herein may be residents of Canada, and that all or a substantial
portion of the assets of the Company and such persons may be located outside the United States.
BofA Securities, Inc., RBC Capital Markets, LLC, TD Securities (USA) LLC, Wells Fargo Securities, LLC, BMO Capital Markets Corp., CIBC
World Markets Corp., Scotia Capital (USA) Inc., National Bank of Canada Financial Inc., HSBC Securities (USA) Inc., MUFG Securities Americas
Inc., Desjardins Securities Inc., J.P. Morgan Securities LLC, and SMBC Nikko Securities America, Inc. (collectively, the "Underwriters"), as principals,
conditionally offer the Notes subject to prior sale, if, as and when issued and sold by TELUS and accepted by the Underwriters in accordance with the
conditions of the underwriting agreement described under "Underwriting" and subject to the approval of certain legal matters on behalf of TELUS by
Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, New York, the Company's U.S. counsel, and Norton Rose Fulbright Canada LLP, Toronto,
Ontario, the Company's Canadian counsel, and on behalf of the Underwriters by Osler, Hoskin & Harcourt LLP of Toronto, Ontario and New York,
New York, the Underwriters' Canadian and U.S. counsel. Subscriptions will be received subject to rejection or allotment in whole or in part and the
right is reserved to close the subscription books at any time without notice. It is expected that the Notes will be available for delivery in book-entry
form only on closing of this Offering, which is expected to occur on or about May 28, 2019, or such other date as may be agreed upon by TELUS and
the Underwriters.
In connection with this Offering, the Underwriters may sell the Notes for less than the initial offering price and may, subject to applicable law,
over-allot or effect transactions which stabilize or maintain the market price of the Notes offered at levels other than those that might otherwise prevail
on the open market. Such transactions, if commenced, may be discontinued at any time. See "Underwriting".
Each of the Underwriters is an affiliate of a financial institution which is a lender to the Company under a $2.25 billion unsecured credit
facility with a syndicate of financial institutions (the "2018 Credit Facility"). Each of the Underwriters, other than BofA Securities, Inc., HSBC
Securities (USA) Inc., MUFG Securities Americas Inc., Desjardins Securities Inc., J.P. Morgan Securities LLC, and SMBC Nikko Securities
America, Inc., is an affiliate of a financial institution which is a lender to TELUS International (Cda) Inc. under an approximately
U.S.$461 million bank credit facility, secured by its assets, expiring on December 20, 2022 (the "TELUS International Credit Facility").
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Consequently, the Company may be considered to be a connected issuer of each such Underwriter for purposes of securities legislation of the
provinces of Canada. See "Underwriting".
ii
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TABLE OF CONTENTS

Page

CURRENCY
S-1
DOCUMENTS INCORPORATED BY REFERENCE
S-1
WHERE YOU CAN FIND MORE INFORMATION
S-2
FORWARD-LOOKING STATEMENTS
S-2
SUMMARY
S-7
RECENT DEVELOPMENTS
S-9
CONSOLIDATED CAPITALIZATION
S-10
USE OF PROCEEDS
S-11
EARNINGS COVERAGE RATIOS
S-11
RISK FACTORS
S-12
DESCRIPTION OF THE NOTES
S-14
CERTAIN CANADIAN AND UNITED STATES INCOME TAX CONSIDERATIONS
S-24
UNDERWRITING (CONFLICTS OF INTEREST)
S-27
LEGAL MATTERS
S-32
INTERESTS OF EXPERTS
S-32
Table of Contents
CURRENCY
Unless otherwise indicated, all references to "$" or "dollar" in this prospectus supplement refer to the Canadian dollar and all references to "U.S.$"
or "U.S. dollar" in this prospectus supplement refer to the United States dollar. The Company's financial statements are prepared in Canadian dollars.
The following table sets forth, for each of the periods indicated, the average daily exchange rate on the last day of the period of one Canadian dollar in
exchange for U.S. dollars using information provided by the Bank of Canada. The average daily exchange rate as reported by the Bank of Canada on
May 21, 2019, was $1.00 = U.S.$0.7455.

Years Ended December 31,

Period Ended March 31,

2016

2017

2018

2018

2019

Average
Daily
Exchange
Rate
U.S.$
0.7548 U.S.$
0.7971 U.S.$
0.7721 U.S.$
0.7756 U.S.$
0.7483
DOCUMENTS INCORPORATED BY REFERENCE
This prospectus supplement is deemed to be incorporated by reference into the accompanying short form base shelf prospectus of TELUS dated
May 17, 2018 (the "short form base shelf prospectus") solely for the purposes of this Offering. Other documents are also incorporated or deemed to be
incorporated by reference into the short form base shelf prospectus and reference should be made to the short form base shelf prospectus for full
particulars thereof.
The following documents, which have been filed by the Company with securities commissions or similar authorities in Canada, are also specifically
incorporated by reference into and form an integral part of the short form base shelf prospectus, as supplemented by this prospectus supplement:
(a)
the unaudited condensed interim consolidated financial statements of the Company as at and for the three-month period ended
March 31, 2019 together with the notes thereto;
(b)
Management's Discussion and Analysis of financial results for the three-month period ended March 31, 2019;
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(c)
the information circular dated March 13, 2019 prepared in connection with the Company's annual general meeting held on May 9, 2019;
(d)
the annual information form of the Company dated February 14, 2019 for the year ended December 31, 2018;
(e)
the audited consolidated financial statements of the Company as at and for the years ended December 31, 2018 and December 31, 2017,
together with the report of the independent registered public accounting firm thereon and the notes thereto; and
(f)
Management's Discussion and Analysis of financial results for the year ended December 31, 2018.
Any statement contained in the short form base shelf prospectus, in this prospectus supplement or in any document incorporated or
deemed to be incorporated by reference in the short form base shelf prospectus for the purpose of this Offering shall be deemed to be modified
or superseded, for purposes of this prospectus supplement, to the extent that a statement contained herein or in the short form base shelf
prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein or in the short form
base shelf prospectus modifies or supersedes such prior statement. The modifying or superseding statement need not state that it has modified
or superseded a prior statement or include any other information set forth in the document which it modifies or supersedes. The making of
such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement,
when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be
stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or
superseded shall not constitute a part of this prospectus supplement, except as so modified or superseded.
S-1
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
Information has been incorporated by reference in the accompanying short form base shelf prospectus from documents filed with securities
commissions or similar authorities in Canada. Copies of this prospectus supplement, together with the short form base shelf prospectus and
documents incorporated by reference therein, may be obtained on request without charge from the Chief Legal and Governance Officer of
TELUS at 510 W. Georgia St., 23rd Floor, Vancouver, British Columbia V6B 0M3 (telephone 604.695.6420). Copies of these documents are
also available electronically on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the short form base shelf prospectus to which it relates, together with the documents incorporated by reference
herein and therein, contain forward-looking statements about expected events and the financial and operating performance of TELUS.
Forward-looking statements include any statements that do not refer to historical facts. They include, but are not limited to, statements relating to
the Company's objectives and its strategies to achieve those objectives, its targets, outlook, updates, and its multi-year dividend growth program.
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, the
Company's actual results or events may differ materially from expectations expressed in or implied by the forward-looking statements. An update to the
Company's trends and assumptions for 2019 is presented in the Company's Management's Discussion and Analysis of financial results for the three-
month period ended March 31, 2019.
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 incorporated by reference herein include, but are not limited to, the following:
·
Regulatory decisions and developments including: changes to the Company's regulatory regime or the outcomes of proceedings, cases or
inquiries relating to its application, such as: the potential of government intervention to further increase wireless competition, including a
proposed policy direction to the Canadian Radio-television and Telecommunications Commission ("CRTC"); any new regulatory
requirements as a result of the CRTC's ongoing review of the wireless regulatory framework; the federal government's announcement in
its 2019 budget that it intends to propose new legislation and make necessary amendments to existing federal legislation in order to
introduce a new critical cyber systems framework; the potential for government intervention concerning the CRTC's decision on lower-
cost data-only plans; changes to the cost burden associated with CRTC-mandated network interconnections; disputes with certain
municipalities regarding rights-of-way bylaws, and other potential threats to unitary federal regulatory authority
over
telecommunications, including provincial wireless and consumer protection legislation; the impact of the CRTC's wireline wholesale
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services review, with a review of rates and configurations for wholesale access currently in progress for TELUS; follow-up proceedings
further to the CRTC's report on the retail sales practices of Canada's large telecommunications carriers; the Competition Bureau's market
study on competition in broadband services; the CRTC's 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 unserved and underserved areas
in Canada; the CRTC's review of the price cap and local forbearance regimes; the CRTC's proceeding to create a mandatory code of
conduct to address the clarity and content of contracts for retail fixed Internet access and related issues; broadcasting-related issues, such
as: the CRTC's implementation of new initiatives discussed in its May 2018 report "Harnessing Change: The Future of Programming
Distribution in Canada"; the federal government's legislative review of the Broadcasting Act, Telecommunications Act and
Radiocommunication Act as announced on June 5, 2018; the review of the Copyright Act, which began in early 2018; spectrum and
compliance with licences, including the Company's compliance with
S-2
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licence conditions, changes to spectrum licence fees, spectrum policy determinations such as restrictions on the purchase, sale and
transfer of spectrum licences, and the cost and availability of spectrum in the 3500 MHz and millimeter wave (mmWave bands); the
impact on the Company and other Canadian telecommunications carriers of government or regulatory actions with respect to certain
countries or suppliers; restrictions on non-Canadian ownership and control of TELUS common shares and the ongoing monitoring and
compliance with such restrictions; and the Company's ability to comply with complex and changing regulation of the healthcare and
medical devices industry in the provinces of Canada in which we operate, including as an operator of health clinics.
·
Competitive environment including: the Company's ability to continue to retain customers through an enhanced customer service
experience, including through the deployment and operation of evolving wireless and wireline infrastructure; intense wireless
competition, including the ability of industry competitors to successfully combine a mix of Internet services 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 home automation security and Internet of Things (IoT) services
for Internet-connected devices; wireline voice and data competition including continued intense rivalry across all services among
wireless and wireline telecommunications companies, cable-TV providers, other communications companies and over-the-top (OTT)
services, which, among other things, places pressures on current and future mobile phone average billing per subscriber unit per month
(ABPU), mobile phone average revenue per subscriber unit per month (ARPU), cost of acquisition, cost of retention and churn rate for
all services, as do customer usage patterns, increased data bucket sizes or 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 Internet
and TV ARPU and churn rate resulting from market conditions, government actions and customer usage patterns; residential voice and
business network access line losses; subscriber additions and retention volumes, and associated costs for wireless, TV and Internet
services; the Company's ability to obtain and offer content on a timely basis across multiple devices on wireless and TV platforms at a
reasonable cost; vertical integration in the broadcasting industry resulting in competitors owning broadcast content services, and timely
and effective enforcement of related regulatory safeguards; the Company's ability to compete successfully in customer care and business
services (CCBS) given the Company's competitors' brand recognition, consolidation and strategic alliances as well as technology
development and the Company's TELUS Health business, the ability to compete with other providers of electronic medical records and
pharmacy management products, systems integrators and health service providers including those that own a vertically integrated mix of
health services delivery, IT solutions, and related services, and global providers that could achieve expanded Canadian footprints.
·
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, including
as a result of content piracy and signal theft and as a result of a rise in OTT direct to consumer video offerings and virtual multichannel
video programming distribution platforms; the increasing number of households that have only wireless and/or Internet-based telephone
services; potential mobile phone ABPU and mobile phone 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,
including Network as a Service in the business market, that may displace or re-rate the Company's existing data services.
·
Technology including: high subscriber demand for data that challenges wireless networks and spectrum capacity levels and may be
accompanied by increases in delivery cost; the Company's reliance on information technology and its need to streamline its legacy
systems; the roll-out and evolution of wireless broadband technologies and systems including video distribution platforms and
telecommunications network technologies (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); the Company's reliance on wireless
network access agreements, which have
S-3
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facilitated the Company's 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 it offers; supplier limitations and
concentration and market power for network equipment, TELUS TV® and wireless handsets; the performance of wireless technology;
the Company's 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 network technologies at a reasonable cost
and availability and success of new products and services to be rolled out using such network technologies; network reliability and
change management; self-learning tools and automation that may change the way the Company interacts with customers; and
uncertainties around the Company's strategy to replace certain legacy wireline network technologies, 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: the Company's
broadband initiatives, including connecting more homes and businesses directly to fibre; the Company's 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, including the 3500 MHz and mmWave spectrum
auctions expected to take place in 2020 and 2021, respectively. The Company's capital expenditure levels could be impacted if it does
not achieve its targeted operational and financial results.
·
Operational performance and business combination risks including: the Company's reliance on legacy systems and ability to implement
and support new products and services and business operations in a timely manner; the Company's ability to implement effective change
management for system replacements and upgrades, process redesigns and business integrations (such as the Company's ability to
successfully integrate acquisitions, complete divestitures or establish partnerships in a timely manner, and realize expected strategic
benefits, including those following compliance with any regulatory orders); the Company's ability to identify and manage new risks
inherent to new service offerings that we may provide, including as a result of acquisitions, which could result in damage to the
Company's brand, the Company's business in the relevant area or as a whole, additional exposure to litigation or regulatory proceedings;
and real estate joint venture risks.
·
Data protection including: risks that malfunctions or unlawful acts could result in the unauthorized access to, change, loss, or distribution
of data, which may compromise the privacy of individuals and could result in financial loss and harm to the Company's reputation
and brand.
·
Security threats including: intentional damage or unauthorized access to the Company's physical assets or the Company's IT systems and
networks, which could prevent the Company from providing reliable service or result in unauthorized access to the Company's
information or that of the Company's customers.
·
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: the Company's operating
efficiency and effectiveness program to drive improvements in financial results; business integrations; business product simplification;
business process outsourcing; offshoring and reorganizations, including any full-time equivalent employee reduction programs;
procurement initiatives; and real estate rationalization.
·
Implementation of large enterprise deals, which may be adversely impacted by available resources, system limitations and degree of co-
operation from other service providers.
·
Foreign operations and the Company's ability to successfully manage operations in foreign jurisdictions, including managing risks such
as currency fluctuations.
·
Business continuity events including: the Company's ability to maintain customer service and operate the Company's network in the
event of human error or human-caused threats, such as cyberattacks and
S-4
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equipment failures that could cause various degrees of network outages; supply chain disruptions; delays and economics including as a
result of government restrictions or trade actions; natural disaster threats; epidemics; pandemics; political instability in certain
international locations; information security and privacy breaches, including data loss or theft of data; and the completeness and
effectiveness of business continuity and disaster recovery plans and responses.
·
Human resource matters including: recruitment, retention and appropriate training in a highly competitive industry, and the level of
employee engagement.
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·
Financing and debt requirements including: the Company's ability to carry out financing activities, the Company's ability to refinance its
maturing debt and the Company's ability to maintain investment grade credit ratings in the range of BBB+ or the equivalent. The
Company's business plans and growth could be negatively affected if existing financing is not sufficient to cover the Company's funding
requirements.
·
Lower than planned free cash flow could constrain the Company's ability to invest in operations, reduce debt or return capital to
shareholders, and could affect the Company's ability to sustain its dividend growth program through 2022. This program may be affected
by factors such as the competitive environment, economic performance in Canada, the Company's earnings and free cash flow, the
Company's levels of capital expenditures and spectrum licence purchases, acquisitions, the management of the Company's capital
structure, and regulatory decisions and developments. Quarterly dividend decisions are subject to assessment and determination by the
Company's Board of Directors based on the Company's financial position and outlook. Shares may be purchased under the Company's
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 common shares. There can be no assurance that the Company's dividend growth program or any NCIB will
be maintained, not changed and/or completed.
·
Taxation matters including: interpretation of complex domestic and foreign tax laws by the relevant tax authorities that may differ from
the Company's interpretations; the timing and character of income and deductions, such as tax depreciation and operating expenses; tax
credits or other attributes; 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 changes to the interpretation of tax laws, including as a result of changes to applicable
accounting standards or tax authorities adopting more aggressive auditing practices, tax reassessments or adverse court decisions
impacting the tax payable by the Company.
·
Litigation and legal matters including: the Company's ability to successfully respond to investigations and regulatory proceedings; the
Company's ability to defend against existing and potential claims and lawsuits (including intellectual property infringement claims and
class actions based on consumer claims, data, privacy or security breaches and secondary market liability) or to negotiate and execute
upon indemnity rights or other protections in respect of such claims and lawsuits; and the complexity of legal compliance in domestic and
foreign jurisdictions, including compliance with competition, anti-bribery and foreign corrupt practices laws.
·
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 the Company's business including climate change, waste and waste recycling, risks
relating to fuel systems on the Company's properties, and changing government and public expectations regarding environmental matters
and the Company's 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 fluctuating oil prices; effects of low business spending (such as reducing
investments and cost structure); pension investment returns, funding and discount rates; fluctuations in foreign exchange rates of the
currencies in the regions in which we operate; the impact of tariffs on trade between Canada and the U.S.; and global implications of a
trade conflict between the U.S. and China.
S-5
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These risks are described in additional detail in the Company's Management's Discussion and Analysis of financial results for the year ended
December 31, 2018 and the three-month period ended March 31, 2019. 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 the Company's control or its current expectations or knowledge. Additional risks and uncertainties not currently
known to the Company or that it currently deems to be immaterial may also have a material adverse effect on its financial position, financial
performance, cash flows, business or reputation. Except as otherwise indicated in this prospectus supplement and the short form base shelf prospectus to
which it relates, 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 the
Company's expectations and are based on its assumptions as at the date hereof and are subject to change after this date. Except as required by law, the
Company disclaims any intention or obligation to update or revise any forward-looking statements.
This cautionary statement qualifies all of the forward-looking statements in this prospectus supplement and the short form base shelf prospectus to
which it relates including in each case the documents incorporated by reference.
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SUMMARY
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information contained elsewhere in
this prospectus supplement and the accompanying short form base shelf prospectus to which it relates and in the documents incorporated by reference
herein and therein. Unless the context otherwise indicates, references in this prospectus supplement to "TELUS" or the "Company" are references to
TELUS Corporation, its consolidated subsidiaries and predecessor companies. References to "$" or "dollar" are to Canadian dollars and references to
"U.S.$" or "U.S. dollar" are to United States dollars.
The Offering

Issue
U.S.$500,000,000 aggregate principal amount of Notes.

Interest
Interest accrues on the Notes at a rate of 4.300% per annum and is payable in arrears semi-annually on June 15 and
December 15 of each year, beginning on December 15, 2019.

Maturity
The Notes will mature on June 15, 2049.

Ranking
The Notes will be unsecured and unsubordinated obligations of the Company, will rank pari passu in right of
payment with all existing and future unsecured and unsubordinated obligations of the Company and will be senior
in right of payment to all existing and future subordinated indebtedness of the Company, but will be effectively
subordinated to all existing and future obligations of, or guaranteed by, the Company's subsidiaries.

Optional Redemption
The Notes may be redeemed at any time prior to the Par Call Date (as defined in "Description of the
Notes -- Optional Redemption") at the option of the Company, in whole or from time to time, in part, on not fewer
than 15 nor more than 60 days prior notice at a redemption price equal to the greater of (a) the Discounted Value
(as defined in "Description of the Notes -- Optional Redemption") of the Notes or (b) 100% of the principal amount
thereof. The Notes may be redeemed at any time on or after the Par Call Date at the option of the Company, in
whole or from time to time, in part, on not fewer than 15 nor more than 60 days prior notice at a redemption price
equal to 100% of the principal amount thereof. In addition, accrued and unpaid interest, if any, will be paid to the
date fixed for redemption.

In the event of certain changes to the tax laws of Canada or any province thereof in respect of the Notes, TELUS
may, under certain circumstances, redeem the Notes, in whole, but not in part, at 100% of their outstanding
principal amount, together with accrued and unpaid interest, if any, and Additional Amounts (as defined herein), if
any, to the date fixed for redemption. See "Description of the Notes -- Tax Redemption".

Change of Control
The Company will be required to make an offer to repurchase the Notes at a price equal to 101% of their
outstanding principal amount plus accrued and unpaid interest to the date of repurchase upon the occurrence of a
Change of Control Triggering Event (as defined herein). See "Description of the Notes -- Repurchase upon Change
of Control Triggering Event".

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Certain Covenants

The U.S. Indenture (as defined herein) pursuant to which the Notes will be issued will contain certain covenants
that, among other things, limit the ability of the Company and certain material subsidiaries to grant security in
respect of Indebtedness (as defined herein) and to enter into Sale and Lease-Back Transactions (as defined herein)
and limit the ability of such subsidiaries to incur new Indebtedness. See "Description of the Notes -- Negative
Pledge", "-- Limitation on Restricted Subsidiary Indebtedness", and "-- Limitation on Sale and Lease-Back
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Transactions".

Use of Proceeds
The total net proceeds to be received by the Company from this Offering are estimated to be approximately
U.S.$490,865,000 after payment of commissions to the Underwriters but before deduction of the expenses of this
Offering. The net proceeds will be used for the repayment of outstanding indebtedness, including outstanding
commercial paper, the redemption of a portion of the $1.0 billion aggregate principal amount outstanding on the
Company's 5.05% Series CH Notes due July 23, 2020 (the "Series CH Notes"), and for general corporate purposes.
Pending any such use of the net proceeds, the Company will invest the net proceeds in bank deposits and short term
marketable securities. See "Use of Proceeds".

Conflicts of Interest
As described above, the net proceeds will be used for the repayment of outstanding indebtedness, including
outstanding commercial paper, the redemption of a portion of the $1.0 billion aggregate principal amount
outstanding on the Series CH Notes, and for general corporate purposes. Certain affiliates of the Underwriters may
be holders of the Company's commercial paper and/or holders of the Series CH Notes. As a result, one or more
affiliates of the Underwriters may receive more than 5% of the net proceeds from this Offering in the form of the
repayment of indebtedness. Accordingly, this Offering is being made pursuant to Rule 5121 of the Financial
Industry Regulatory Authority ("FINRA"). The appointment of a qualified independent underwriter is not necessary
in connection with this Offering because the conditions of Rule 5121(a)(1)(C) of FINRA are satisfied.

Form and Denomination
The Notes will be represented by fully registered global notes deposited in book-entry form with, or on behalf of,
The Depository Trust Company, and registered in the name of its nominee. See "Description of the Notes -- Book-
Entry System" in this prospectus supplement. Except as described under "Description of the Notes" in this
prospectus supplement and "Description of Debt Securities" in the short form base shelf prospectus, Notes in
certificated form will not be issued. The Notes will be issued only in fully registered form, without coupons, in
denominations of U.S.$2,000 of principal amount and any integral multiple of U.S.$1,000 in excess thereof.

Governing Law
New York, United States.
RISK FACTORS
Prospective investors in the Notes should consider carefully the matters set forth in the section entitled "Risk Factors" in this prospectus supplement
and the section entitled "Risks and risk management" in the Company's Management's Discussion and Analysis of financial results for the year ended
December 31, 2018 and Management's Discussion and Analysis of financial results for the three-month period ended March 31, 2019 which are being
incorporated by reference herein.

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RECENT DEVELOPMENTS
On May 16, 2019, U.S. President Donald Trump signed an executive order permitting the Secretary of Commerce to block certain technology
transactions deemed to constitute national security risks. Additionally, the Bureau of Industry and Security of the United States Department of
Commerce (the "BIS") amended the U.S. Export Administration Regulations to add Huawei Technologies Co. Ltd. and its non-U.S. affiliates
(collectively, "Huawei") to the BIS' Entity List, which resulted in the imposition of additional license requirements (the "Restrictions") on the export,
re-export and transfer of goods, services and technology to Huawei by persons subject to the Restrictions. Subsequently, on May 20, 2019, the BIS
adopted a final rule creating a 90-day temporary general license partially restoring the BIS' former licensing requirements for exports, re-exports and
transfer to Huawei in connection with certain transactions, including in connection with the continued operation of existing networks and equipment
and the provision of support to existing handsets.
Given the range of potential government or regulatory actions by the U.S. government with respect to Huawei, the impact on TELUS, and on
Canadian wireless service providers generally, cannot currently be predicted.
Readers are urged to review the risk factors contained in Section 9 General trends, outlook and assumptions, and regulatory developments and
proceedings and Section 10 Risks and risk management of our Management's Discussion and Analysis of financial results for the year ended
December 31, 2018, which is incorporated by reference into this prospectus supplement.
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CONSOLIDATED CAPITALIZATION
The following table sets forth the cash and temporary investments, net, and the capitalization of TELUS as at March 31, 2019, on an actual basis
and on an as adjusted basis to give effect to (i) the offering, issuance and sale of $1.0 billion aggregate principal amount of 3.30% Notes, Series CY due
May 2, 2029, which closed on April 3, 2019, and the use thereof, and the application of the net proceeds therefrom, (ii) this Offering, and (iii) the use of
net proceeds of this Offering to repay outstanding indebtedness, including outstanding commercial paper, as well as to fund the redemption of a portion
of the $1.0 billion aggregate principal amount outstanding on the Series CH Notes, and for general corporate purposes. This table should be read in
conjunction with the audited consolidated financial statements of the Company as at and for the years ended December 31, 2018 and 2017, together
with the report of the independent registered public accounting firm thereon and the notes thereto, and the unaudited condensed interim consolidated
financial statements of the Company as at and for the three month period ended March 31, 2019, together with the notes thereto. All US dollar amounts
have been translated into Canadian dollars based on the daily average exchange rate as reported by the Bank of Canada on March 31, 2019 (US$1.00
= $1.3363).
As at March 31,

2019

Actual

As adjusted

(millions)

Cash and temporary investments, net

$
588
$
650(1)(2)(3)

Amounts arising from arm's-length securitization trust(3)

500

100

Total short-term debt

500

100

Long-term debt

Notes offered hereby

--
$
668
TELUS Corporation Notes

Series CH: 5.05% due July 2020(4)

999

337
Series CJ: 3.35% due March 2023

498

498
Series CK: 3.35% due April 2024

1,093

1,093
Series CL: 4.40% due April 2043

595

595
Series CM: 3.60% due January 2021

399

399
Series CN: 5.15% due November 2043

396

396
Series CO: 3.20% due April 2021

499

499
Series CP: 4.85% due April 2044

884

884
Series CQ: 3.75% due January 2025

796

796
Series CR: 4.75% due January 2045

395

395
Series CT: 2.35% due March 2022

996

996
Series CU: 4.40% due January 2046

497

497
Series CV: 3.75% due March 2026

594

594
Series CW: 4.70% due March 2048

471

471
Series CX: 3.625% due March 2028

591

591
Series CY: 3.30% due May 2029(3)

--

1,000
2.80% Notes due February 2027(5)

791

791
3.70% Notes due September 2027(6)

663

663
4.60% Notes due November 2048(7)

979

979
TELUS Corporation Commercial Paper(2)(3)

1,105

596
TELUS Corporation Credit Facilities(2)

--

--
TELUS International (Cda) Inc. Credit Facilities(8)

405

405
TELUS Communications Inc. Debentures

Series 3: 10.65% due June 2021

174

174
Series 5: 9.65% due April 2022

248

248
Series B: 8.80% due September 2025

199

199
Lease liabilities(9)

1,508

1,508

Total long-term debt

15,775

16,272

Total debt

16,275

16,372

Owners' equity:

Common Shares

5,486

5,486
Contributed surplus

383

383
Retained earnings

4,444

4,429(10)
Accumulated other comprehensive income

(35)
(35)
Non-controlling interests

86

86

Total owners' equity

10,364

10,349

Total capitalization

$ 26,051
$
26,071

Notes:
(1)
Reflects approximately US$495 million arising from the issue of the Notes offered hereby (being the price to the public in respect of the Notes), and assumes the
use of the net proceeds from this Offering will be used to repay outstanding indebtedness, including the
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repayment of outstanding commercial paper, the redemption of a portion of the $1,000 million aggregate principal amount outstanding on the Series CH Notes,
and for general corporate purposes. The amount reflected does not deduct issue costs related to this Offering.
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Document Outline

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