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6-K 1 q12023telusinternational6-k.htm 6-K Document

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of May 2023
Commission File Number 001-39968
TELUS International (Cda) Inc.
(Registrant’s name)
Floor 7, 510 West Georgia Street
Vancouver, BC V6B 0M3
Tel.: (604) 695-3455
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x      Form 40-F o
 
INCORPORATION BY REFERENCE
TELUS International (Cda) Inc.’s unaudited condensed interim consolidated financial statements for the three months ended March 31, 2023 and 2022 and management’s discussion and analysis of the three months ended March 31, 2023 are attached as exhibits to this Report of Foreign Private Issuer on Form 6-K.
This report on Form 6-K shall be deemed to be incorporated by reference in TELUS International (Cda) Inc.’s registration statements on Form F-3 (File No. 333-264066) and Form S-8 (File No. 333-252685) (together, the “Registration Statements”) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TELUS International (Cda) Inc.
Date: May 4, 2023
By: /s/ Vanessa Kanu
Name: Vanessa Kanu
Title: Chief Financial Officer



EXHIBIT

EX-99.1 2 q12023exhibit991.htm EX-99.1 Document

Exhibit 99.1
TELUS INTERNATIONAL (CDA) INC.
CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
March 31, 2023



TELUS International (Cda) Inc.
Condensed Interim Consolidated Statements of Income and Other Comprehensive Income (Loss)
(unaudited)
    Three months
Periods ended March 31 (US$ millions except earnings per share) Note 2023 2022
REVENUE 3 $ 686  $ 599 
   
OPERATING EXPENSES  
Salaries and benefits   428  342 
Goods and services purchased   103  115 
Share-based compensation 4 14 
Acquisition, integration and other 16 
Depreciation 10 33  29 
Amortization of intangible assets 11 46  36 
    640  533 
       
OPERATING INCOME   46  66 
   
OTHER EXPENSES  
Interest expense 5 33 
Foreign exchange loss   — 
INCOME BEFORE INCOME TAXES   12  57 
Income tax (recovery) expense 6 (2) 23 
NET INCOME   14  34 
   
OTHER COMPREHENSIVE INCOME (LOSS)    
Items that may subsequently be reclassified to income  
Change in unrealized fair value of derivatives designated as held-for-hedging   (12) 19 
Exchange differences arising from translation of foreign operations   21  (31)
    (12)
COMPREHENSIVE INCOME   $ 23  $ 22 
   
EARNINGS PER SHARE 7
Basic   $ 0.05  $ 0.13 
Diluted   $ 0.05  $ 0.13 
   
TOTAL WEIGHTED AVERAGE SHARES OUTSTANDING (millions)  
Basic 7 273  266 
Diluted 7 276  269 
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
1


TELUS International (Cda) Inc.
Condensed Interim Consolidated Statements of Financial Position
(unaudited)
As at (US$ millions) Note March 31, 2023 December 31, 2022
ASSETS      
Current assets      
Cash and cash equivalents   $ 142  $ 125 
Accounts receivable 8 497  428 
Due from affiliated companies 16(a) 89  81 
Income and other taxes receivable
Prepaid and other assets   60  35 
Current portion of derivative assets 9 18  19 
    811  695 
Non-current assets      
Property, plant and equipment, net 10 474  449 
Intangible assets, net 11 1,662  1,008 
Goodwill 11 1,966  1,350 
Derivative assets 9 13 
Deferred income taxes   25  14 
Other long-term assets 17(b) 27  27 
    4,161  2,861 
Total assets   $ 4,972  $ 3,556 
       
LIABILITIES AND OWNERS’ EQUITY      
Current liabilities      
Accounts payable and accrued liabilities 17(b) $ 294  $ 289 
Due to affiliated companies 16(a) 121  111 
Income and other taxes payable   81  67 
Current portion of provisions 12
Current maturities of long-term debt 13 120  83 
Current portion of derivative liabilities 9 — 
    625  552 
Non-current liabilities      
Provisions 12 200 
Long-term debt 13 1,795  881 
Derivative liabilities 9 — 
Deferred income taxes   328  264 
Other long-term liabilities   21  19 
    2,347  1,166 
Total liabilities   2,972  1,718 
       
Owners’ equity 2,000  1,838 
Total liabilities and owners’ equity   $ 4,972  $ 3,556 
   
Contingent liabilities 15
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
2


TELUS International (Cda) Inc.
Condensed Interim Consolidated Statements of Changes in Owners’ Equity
(unaudited)
(millions) Note Number
of shares
Share
capital
Contributed
surplus
Retained
earnings
Accumulated
other
comprehensive
income (loss)
Total
Balance as at January 1, 2022 266  $ 1,490  $ 24  $ 107  $ 34  $ 1,655 
Net income —  —  —  34  —  34 
Other comprehensive loss —  —  —  —  (12) (12)
Share-based compensation 4 —  —  —  14 
Balance as at March 31, 2022 266  $ 1,495  $ 33  $ 141  $ 22  $ 1,691 
Balance as at January 1, 2023 267  $ 1,503  $ 55  $ 292  $ (12) $ 1,838 
Net income —  —  —  14  —  14 
Other comprehensive income —  —  —  — 
Common shares issued 11(b) 125  —  —  —  125 
Share-based compensation 4 —  —  —  14 
Balance as at March 31, 2023 273  $ 1,637  $ 60  $ 306  $ (3) $ 2,000 
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
3


TELUS International (Cda) Inc.
Condensed Interim Consolidated Statements of Cash Flows
(unaudited)
    Three months
Periods ended March 31 (US$ millions) Note 2023 2022
OPERATING ACTIVITIES      
Net income   $ 14  $ 34 
Adjustments:  
Depreciation and amortization 79  65 
Interest expense 33 
Income tax (recovery) expense (2) 23 
Share-based compensation 14 
Change in market value of derivatives and other   (1)
Net change in non-cash operating working capital 17(c) (50)
Share-based compensation payments —  (5)
Income taxes paid, net   (9) (6)
Cash provided by operating activities   80  129 
INVESTING ACTIVITIES  
Cash payments for capital assets 17(c) (14) (21)
Cash payments for acquisitions, net 11(b) (850) — 
Cash used in investing activities   (864) (21)
FINANCING ACTIVITIES    
Shares issued
Withholding taxes paid related to net share settlement of equity awards 4(a) (1) — 
Repayment of long-term debt 13(d),17(d) (137) (56)
Long-term debt issued 17(d) 963  — 
Interest paid on credit facilities 1(b) (26) (5)
Cash provided by (used in) financing activities   800  (60)
Effect of exchange rate changes on cash and cash equivalents   (2)
CASH POSITION  
Increase in cash and cash equivalents   17  46 
Cash and cash equivalents, beginning of period   125  115 
Cash and cash equivalents, end of period   $ 142  $ 161 
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
4


TELUS International (Cda) Inc.
Notes to Condensed Interim Consolidated Financial Statements
(unaudited)
 
TELUS International (Cda) Inc. (TELUS International) is a leading digital customer experience innovator that designs, builds and delivers next-generation solutions, including AI and content moderation, for global and disruptive brands.
TELUS International was incorporated under the Business Corporations Act (British Columbia) on January 2, 2016, and is a subsidiary of TELUS Corporation. TELUS International maintains its registered office at 510 West Georgia Street, Vancouver, British Columbia.
The terms we, us, our or ourselves are used to refer to TELUS International and, where the context of the narrative permits or requires, its subsidiaries.
Additionally, the term TELUS Corporation is a reference to TELUS Corporation, and where the context of the narrative permits or requires, its subsidiaries, excluding TELUS International.
Notes to the condensed interim consolidated financial statements Page
General application
1. Condensed interim consolidated financial statements
2. Capital structure financial policies
Consolidated results of operations focused
3. Revenue
4. Share-based compensation
5. Interest expense
6. Income taxes
7. Earnings per share
Consolidated financial position focused
8. Accounts receivable
9. Financial instruments
10. Property, plant and equipment
11. Intangible assets and goodwill
12. Provisions
13. Long-term debt
14. Share capital
15. Contingent liabilities
Other
16. Related party transactions
17. Additional financial information
1. Condensed interim consolidated financial statements
(a)     Basis of presentation
The notes presented in our condensed interim consolidated financial statements include only significant events and transactions and are not fully inclusive of all matters normally disclosed in our annual audited financial statements; thus, our interim consolidated financial statements are referred to as condensed. Our financial results may vary from period to period during any fiscal year. The seasonality in our business, and consequently, our financial performance, mirrors that of our clients. Our revenues are typically higher in the third and fourth quarters than in other quarters.
These condensed interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2022, and are expressed in United States dollars and follow the same accounting policies and methods of their application as set out in our audited consolidated financial statements for the year ended December 31, 2022, other than as described in the section “Change in presentation” below. The generally accepted accounting principles that we use are International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS-IASB). Our condensed interim consolidated financial statements comply with International Accounting Standard 34, Interim Financial Reporting and reflect all adjustments (which are of a normal recurring nature) that are, in our opinion, necessary for a fair statement of the results for the interim periods presented.
These condensed interim consolidated financial statements as at and for the three-month period ended March 31, 2023 were authorized by our Board of Directors for issue on May 4, 2023.

5


(b)     Change in presentation
In our condensed interim consolidated statements of cash flows for the three-month period ended March 31, 2022, we have reclassified $5 million of cash interest paid on credit facilities from cash flows from operating activities, to cash flows from financing activities. This change in presentation is consistent with the annual disclosures included in our consolidated financial statements for the year ended December 31, 2022.
In our condensed interim consolidated statements of financial position, we have reclassified certain current and non-current provisions previously included in Accounts payable and accrued liabilities and Other long-term liabilities, respectively, based on materiality. All amounts presented for the comparative period has been reclassified to conform with current period presentation.
(c)    Accounting policy developments
Initial application of standards, interpretations and amendments to standards and interpretations in the reporting period
In February 2021, the International Accounting Standards Board issued narrow-scope amendments to IAS 1, Presentation of Financial Statements, IFRS Practice Statement 2, Making Materiality Judgements and IAS 8, Accounting Polices, Changes in Accounting Estimates and Errors. The amendments are effective for annual periods beginning on or after January 1, 2023, although earlier application is permitted. The amendments will require the disclosure of material accounting policy information rather than disclosing significant accounting policies and clarify how to distinguish changes in accounting policies from changes in accounting estimates. Our financial disclosure is currently not materially affected by the application of the amendments.
In May 2021, the International Accounting Standards Board issued targeted amendments to IAS 12, Income Taxes. The amendments are effective for annual periods beginning on or after January 1, 2023, although earlier application is permitted. With a view to reducing diversity in reporting, the amendments will clarify that companies are required to recognize deferred taxes on transactions where both assets and liabilities are recognized, such as with leases and asset retirement (decommissioning) obligations. Our financial performance or disclosure is currently not materially affected by the application of the amendments.
2. 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 levels.
In the management of capital and in its definition, we include owners’ equity (excluding accumulated other comprehensive income), long-term debt (including long-term credit facilities and any hedging assets or liabilities associated with our long-term debt, net of amounts recognized in accumulated other comprehensive income and excluding lease liabilities) and cash and cash equivalents. We manage capital by monitoring the financial covenants in our credit facility (Note 13—Long-term debt).
We manage our capital structure and make adjustments to it in light of changes in economic conditions and the risk characteristics of our business. In order to maintain or adjust our capital structure, we may issue new shares, issue new debt with different terms or characteristics, which may be used to replace existing debt, or pay down our debt balance with cash flows from operations. 
In connection with our acquisition of WillowTree on January 3, 2023, we amended and expanded our existing credit facility to an aggregate $2.0 billion facility, consisting of an $800 million revolving credit facility and $1.2 billion in term loans payable in five years (see Note 11(b)—Intangible assets and goodwill—Business acquisitions for additional details on the acquisition of WillowTree, and Note 13(a)—Long-term debt—Credit facility for additional details on our credit facility).
6


3. Revenue
We earn revenue pursuant to contracts with our clients, who operate in various industry verticals. The following presents our earned revenue disaggregation for our five largest industry verticals for the following periods:
Three months
Periods ended March 31 (millions) 2023 2022
Tech and Games $ 287  $ 280 
Communications and Media 153  139 
eCommerce and FinTech 79  79 
Banking, Financial Services and Insurance 44  33 
Healthcare 40  12 
All others1
83  56 
$ 686  $ 599 
1.All others includes, among others, travel and hospitality, retail, and consumer packaged goods industry verticals.
We serve our clients, who are primarily domiciled in North America, from multiple delivery locations across four geographic regions. In addition, our TIAI Data Solutions business has clients that are largely supported by crowdsourced contractors that are globally dispersed and not limited to the physical locations of our delivery centres. The following table presents our earned revenue disaggregated by geographic region, based on location of our delivery centre or where service was provided, for the following periods:
Three months
Periods ended March 31 (millions) 2023 2022
Europe $ 215  $ 234 
North America 210  140 
Asia-Pacific 155  141 
Central America 106  84 
$ 686  $ 599 
4. Share-based compensation
(a)    Restricted share unit plan
Restricted share units
We have various restricted share unit award types, including equity-accounted restricted share units (RSUs) and performance restricted share units (PSUs). All restricted share units are nominally equal in value to one TELUS International subordinate voting share. Beginning January 1, 2021, restricted share unit awards granted were equity-accounted. The following table presents a summary of the activity related to our restricted share units:
Three months
Number of units Weighted average
Period ended March 31, 2023 Non-vested Vested grant-date fair value
Outstanding, January 1, 2023 1,605,821  —  $ 27.10 
Granted or exchange of rights 1,102,860  72,763  21.18 
Vested (277,024) 277,024  25.79 
Exercised1
—  (349,787) 24.83 
Forfeited (3,784) —  27.46 
Outstanding, March 31, 2023 2,427,873  —  $ 24.56 
1.During the three-month period ended March 31, 2023, 349,787 RSUs were exercised and settled by way of 320,092 subordinate voting shares issued from treasury and $1 million in cash in relation to withholding taxes.
7


As at March 31, 2023, the outstanding restricted share units comprised of 1,717,864 RSUs and 710,009 PSUs.
(b)    Share option award plan
We have equity-accounted share option awards (Share Options), and liability-accounted share option awards (Phantom Share Options). Share Options grant the right to the employee recipient to purchase and receive a subordinate voting share of TELUS International for a pre-determined exercise price. Phantom Share Options grant the right to the employee recipient to receive cash equal to the intrinsic value of the share option award, determined as the difference between the market price of a subordinate voting share of TELUS International and the exercise price. Share option awards are generally exercisable for a period of ten years from the time of grant. Beginning January 1, 2021, share option awards granted were equity-accounted.
The following table presents the activity related to our share option awards:
Three months
Number of share
option award units
Weighted
average
exercise price
Period ended March 31, 2023 Non-vested Vested
Outstanding, January 1, 2023 580,715  2,096,582  $ 11.31 
Vested (234,075) 234,075  5.34 
Forfeited (2,202) (13,975) 5.77 
Outstanding, March 31, 20231
344,438  2,316,682  $ 11.35 
Exercisable, March 31, 2023 —  2,316,682  $ 9.50 

1.The exercise price for options outstanding as at March 31, 2023 ranged from $4.87 to $8.95 for 2,220,919 options with a weighted-average remaining contractual life of 3.9 years, and $25.00 for 440,201 options with a weighted-average remaining contractual life of 7.9 years.
5. Interest expense
  Three months
Periods ended March 31 (millions) 2023 2022
Interest expense 
Interest on long-term debt, excluding lease liabilities $ 24  $
Interest on lease liabilities
Amortization of financing fees and other
Interest accretion on provisions — 
  $ 33  $
6. Income taxes
Three months
Periods ended March 31 (millions) 2023 2022
Current income tax expense
For current reporting period $ 13  $ 22 
Adjustments recognized in the current period for income tax of prior periods — 
14  22 
Deferred income tax (recovery) expense
Arising from the origination and reversal of temporary differences (16)
  (16)
  $ (2) $ 23 
8


Our income tax expense and effective income tax rate differ from that calculated by applying the applicable statutory rates for the following reasons: 
  Three months
Periods ended March 31 (millions except percentages) 2023 2022
Income taxes computed at applicable statutory income tax rates $ (1) (8.4) % $ 13  22.4  %
Non-deductible items — 
Withholding and other taxes
Losses not recognized
Foreign tax differential (8) (2)
Adjustments recognized in the current period for income tax of prior periods — 
Other (1) — 
Income tax (recovery) expense $ (2) (16.7) % $ 23  40.4  %
7. Earnings per share
(a)Basic earnings per share
Basic earnings per share is calculated by dividing net income by the total weighted average number of equity shares outstanding during the period.
  Three months
Periods ended March 31 (millions except earnings per share) 2023 2022
Net income for the period $ 14  $ 34 
Weighted average number of equity shares outstanding 273  266 
Basic earnings per share $ 0.05  $ 0.13 
(b)Diluted earnings per share
Diluted earnings per share is calculated to give effect to the potential dilutive effect that could occur if additional equity shares were assumed to be issued under securities or instruments that may entitle their holders to obtain equity shares in the future, such as share option awards and restricted share units. The number of additional shares for inclusion in the diluted earnings per share calculation was determined using the treasury stock method.
  Three months
Periods ended March 31 (millions except earnings per share) 2023 2022
Net income for the period $ 14  $ 34 
Weighted average number of equity shares outstanding 273  266 
Dilutive effect of share-based compensation
Weighted average number of diluted equity shares outstanding 276  269 
Diluted earnings per share $ 0.05  $ 0.13 
During the three-months ended March 31, 2023, 440,201 Share Option awards were anti-dilutive and excluded from the calculation of diluted earnings per share (March 31, 2022 - 328,407).
9


8. Accounts receivable
As at (millions) March 31, 2023 December 31, 2022
Accounts receivable – billed $ 250  $ 223 
Accounts receivable – unbilled 222  201 
Other receivables 26 
  498  429 
Allowance for doubtful accounts (1) (1)
Total $ 497  $ 428 
The following table presents an analysis of the age of customer accounts receivable. Any late payment charges are levied at a negotiated rate on outstanding non-current customer account balances.
As at (millions) March 31, 2023 December 31, 2022
Customer accounts receivable – billed, net of allowance for doubtful accounts  
Less than 30 days past billing date $ 158  $ 154 
30-60 days past billing date 57  44 
61-90 days past billing date 18  12 
More than 90 days past billing date 16  12 
  249  222 
Accounts receivable – unbilled 222  201 
Other receivables 26 
Total $ 497  $ 428 
We maintain allowances for lifetime expected credit losses related to doubtful accounts. Current economic conditions (including forward-looking macroeconomic data), historical information (including credit agency reports, if available), reasons for the accounts being past due and line of business from which the customer accounts receivable arose are all considered when determining whether to make allowances for past-due accounts. The same factors are considered when determining whether to write off amounts charged to the allowance for doubtful accounts against the customer accounts receivable. The doubtful accounts expense is calculated on a specific-identification basis for customer accounts receivable over a specific balance threshold and on a statistically derived allowance basis for the remainder. No customer accounts receivable balances are written off directly to bad debt expense.
The following table presents a summary of the activity related to our allowance for doubtful accounts:
  Three months
Periods ended March 31 (millions) 2023 2022
Balance, beginning of period $ $
Write-off —  (1)
Balance, end of period $ $
10


9. Financial instruments
General
The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and certain provisions approximate their fair values due to the immediate or short-term maturity of these financial instruments. The carrying value of our provision for written put options is measured at the present value of the estimated future redemption amounts.
The fair values of the derivative financial instruments we use to manage our exposure to currency risks are estimated based upon quoted market prices in active markets for the same or similar financial instruments or on the current rates offered to us for financial instruments of the same maturity, as well as discounted future cash flows determined using current rates for similar financial instruments subject to similar risks and maturities (such fair value estimates being largely based on the European euro: US$ and Philippine peso: US$ forward exchange rates as at the statement of financial position dates).
Derivative
The derivative financial instruments that we measure at fair value on a recurring basis subsequent to initial recognition are as set out in the following table; all such items use significant other observable inputs (Level 2) for measuring fair value at the reporting date.
  March 31, 2023 December 31, 2022
As at (millions) Designation
Maximum
maturity
date
Notional
amount
Fair value
and carrying
value
Price or
rate
Maximum
maturity
date
Notional amount
Fair value
and carrying value
Price or
rate
Current assets1
                 
Derivatives used to manage                  
Currency risks arising from Euro business acquisition
HFH3
2024 $ 22  $ 13  USD:1.00 EUR:0.92 2023 $ 21  $ 19  USD:1.00 EUR: 0.86
Currency risks arising from Philippine peso denominated purchases
HFH2
2023 $ 93  $ USD:1.00 PHP:55.94 2023 $ 53  $ —  USD:1.00 PHP:56.90
Interest rate risk associated with non-fixed rate credit facility amounts drawn
HFH3
2024 $ $ 3.52  % —  $ —  $ —  — 
           
Non-current assets1
Derivatives used to manage
Currency risks arising from Euro business acquisition
HFH3
2028 $ 426  $ USD:1.00 EUR:0.92 2025 $ 341  $ 13  USD:1.00 EUR:0.86
Current liabilities1
         
Derivatives used to manage          
Currency risks arising from Philippine peso denominated purchases
HFH3
2023 $ 18  $ —  USD:1.00 PHP:52.97 2023 $ 50  $ USD:1.00 PHP:53.55
           
Non-current liabilities1
         
Derivatives used to manage          
Interest rate risk associated with non-fixed rate credit facility amounts drawn
HFH3
2028 $ 162  $ 3.52  % —  $ —  $ —  — 
1.Notional amounts of derivative financial assets and liabilities are not set off.
2.Foreign currency hedges are designated as held for trading (HFT) upon initial recognition; hedge accounting is not applied.
3.Designated as held for hedging (HFH) upon initial recognition (cash flow hedging item); hedge accounting is applied. Unless otherwise noted, hedge ratio is 1:1 and is established by assessing the degree of matching between the notional amounts of hedging items and the notional amounts of the associated hedged items.
11


10. Property, plant and equipment
  Owned assets Right-of-use
lease assets
(millions) Note Computer
hardware and
network assets
Buildings and
leasehold
improvements
Furniture
and
equipment
Assets
under
construction
Total Buildings Total
At cost              
As at January 1, 2023 $ 49  $ 138  $ 257  $ 33  $ 477  $ 385  $ 862 
Additions 10  14  22 
Additions from acquisition 11(b) —  10  —  15  19  34 
Dispositions, retirements and other —  —  (1) —  (1) (1) (2)
Transfers —  (10) —  —  — 
Foreign exchange —  —  — 
As at March 31, 2023 $ 50  $ 152  $ 271  $ 33  $ 506  $ 413  $ 919 
Accumulated depreciation  
As at January 1, 2023 $ 31  $ 53  $ 160  $ —  $ 244  $ 169  $ 413 
Depreciation 11  —  18  15  33 
Dispositions, retirements and other —  —  (1) —  (1) (1) (2)
Foreign exchange —  —  —  — 
As at March 31, 2023 $ 33  $ 58  $ 171  $ —  $ 262  $ 183  $ 445 
Net book value  
As at December 31, 2022 $ 18  $ 85  $ 97  $ 33  $ 233  $ 216  $ 449 
As at March 31, 2023 $ 17  $ 94  $ 100  $ 33  $ 244  $ 230  $ 474 
11. Intangible assets and goodwill 
(a)    Intangible assets and goodwill
(millions)
Note Customer
relationships
Crowdsource
assets
Software Brand and
other
Total
intangible
assets
Goodwill Total
intangible
assets and
goodwill
At cost              
As at January 1, 2023 $ 1,151  $ 120  $ 57  $ 35  $ 1,363  $ 1,350  $ 2,713 
Additions —  —  —  — 
Additions from acquisition 11(b) 600  —  —  92  692  607  1,299 
Foreign exchange —  —  —  18 
As at March 31, 2023 $ 1,760  $ 120  $ 58  $ 127  $ 2,065  $ 1,966  $ 4,031 
Accumulated amortization
As at January 1, 2023 $ 264  $ 30  $ 33  $ 28  $ 355  $ —  $ 355 
Amortization 34  46  —  46 
Foreign exchange —  —  —  — 
As at March 31, 2023 $ 300  $ 34  $ 35  $ 34  $ 403  $ —  $ 403 
Net book value
As at December 31, 2022 $ 887  $ 90  $ 24  $ $ 1,008  $ 1,350  $ 2,358 
As at March 31, 2023 $ 1,460  $ 86  $ 23  $ 93  $ 1,662  $ 1,966  $ 3,628 

12


(b)    Business acquisitions
WillowTree
On January 3, 2023, we acquired 86% of the equity interest of WillowTree, a full-service digital product provider focused on end user experiences, such as native mobile applications and unified web interfaces. Certain WillowTree management team members retained approximately 14% of the total equity interest in WillowTree, and were granted written put options related to this retained equity interest that are exercisable in tranches over a three-year period beginning in 2026. These written put options are subject to certain performance-based criteria tied to the WillowTree business, including compounded annual revenue growth rate and cumulative gross margin targets, and may be settled in cash or, at our option, a combination of cash and up to 70% in TELUS International subordinate voting shares. Concurrent with this acquisition, WillowTree management team members provided us with purchase call options, which substantially mirror the written put options. As a result of these purchase call options and written put options, we determined that the non-controlling interest held by the WillowTree management team members would be recognized as a financial liability in the form of provisions for the written put options. The provisions for the written put options were measured at the date of acquisition based on the present value of the estimated future redemption amounts.
The total purchase consideration for WillowTree was $1,174 million, net of assumed debt of WillowTree, comprising of $855 million in cash, $125 million of our subordinate voting shares, and $194 million in provisions for the written put options. Transaction costs for the acquisition were expensed as incurred.
The acquisition of WillowTree qualified as a business combination and was accounted for using the acquisition method of accounting. Accordingly, the results of WillowTree have been included in our condensed interim consolidated financial statements from the date of acquisition on January 3, 2023.
The acquisition brings key talent and diversity to our portfolio of next generation solutions, and further augments our digital consulting and client-centric software development capabilities. The primary factor that gives rise to the recognition of goodwill on this acquisition was the earnings capacity of the acquired business in excess of the net tangible and intangible assets acquired (such excess arising from the low level of tangible assets relative to the earnings capacity of the business). A portion of the amounts assigned to goodwill are deductible for income tax purposes.
As at March 31, 2023, the acquisition purchase price allocation was provisional, primarily in respect of customer contracts, related customer relationships and deferred income taxes, and subject to adjustments as we finalize our determination of fair value.
During the three months ended March 31, 2023, WillowTree generated revenue of $57 million and net loss of $20 million, which included amortization of intangible assets and interest expense on incremental borrowings on our credit facility, both arising from this transaction. As the acquisition closed on January 3, 2023, had the acquisition closed on January 1, 2023, our consolidated revenue and net income would have been the same.

13


Acquisition-date fair values
Acquisition-date fair values assigned to the assets acquired and liabilities assumed are set out in the following table:
(millions) WillowTree
Assets
Current assets
Cash $
Accounts receivable 61 
Prepaid and other assets
69 
Non-current assets
Property, plant and equipment
Owned assets 15 
Right-of-use lease assets 19 
Intangible assets subject to amortization1
692 
726 
Total identifiable assets acquired 795 
Liabilities
Current liabilities
Accounts payable and accrued liabilities 41 
Income and other taxes payable 11 
Current maturities of long-term debt 91 
143 
Non-current liabilities
Long-term debt 16 
Deferred income taxes 69 
85 
Total liabilities assumed 228 
Net identifiable assets acquired 567 
Goodwill 607 
Net assets acquired $ 1,174 
Acquisition effected by way of:
Cash $ 855 
Provisions2
194 
Subordinate voting shares3
125 
$ 1,174 
1.Customer relationships are generally expected to be amortized over a period of 15 years; brand and other intangible assets recognized are expected to be amortized over a period of four to 10 years.
2.Provisions recognized in the WillowTree acquisition were in connection with the written put options granted to certain members of WillowTree management team members.
3.The fair value of TELUS International subordinate voting shares was measured based upon market prices observed at the date of acquisition of control.
14


12. Provisions
(millions)
Employee related1
Written put options2
Other3
Total
As at January 1, 2023 $ —  $ —  $ $
Additions 14  194  209 
Use (6) —  —  (6)
Interest effect —  — 
As at March 31, 2023 $ $ 197  $ $ 209 
Current $ $ —  $ $
Non-current —  197  $ 200 
As at March 31, 2023 $ $ 197  $ $ 209 
1.Related to personnel-related reorganization charges.
2.In connection with the acquisition of WillowTree, a provision was established for written put options to acquire the non-controlling interest in the WillowTree business retained by certain members of WillowTree management in connection with the acquisition, measured at the present value of the estimated redemption amount (see Note 11(b)—Intangible assets and goodwill—Business acquisitions).
3.Other provisions generally relate to legal and other activities that arise during the normal course of operations.
13. Long-term debt
As at (millions) March 31, 2023 December 31, 2022
Credit facility $ 1,675  $ 742 
Deferred debt transaction costs (13) (14)
  1,662  728 
Lease liabilities 253  236 
Long-term debt $ 1,915  $ 964 
Current $ 120  $ 83 
Non-current 1,795  881 
Long-term debt $ 1,915  $ 964 
(a)    Credit facility
In connection with our acquisition of WillowTree, on January 3, 2023, we amended and expanded our existing credit facility to an aggregate $2.0 billion credit facility, consisting of an $800 million revolving credit facility and an amortizing $1.2 billion term loan. The amended credit facility is secured by our assets with a syndicate of financial institutions, which includes TELUS Corporation as a lender, maturing on January 3, 2028. In connection with the acquisition of WillowTree (see Note 11(b)—Intangible assets and goodwill—Business acquisitions), we borrowed an aggregate of $963 million on the amended credit facility (comprised of $363 million from the revolving credit facility and $600 million from the term loan), of which $88 million was used to repay a portion of the long-term debt of WillowTree assumed in the acquisition. We repaid $30 million of revolving credit facility borrowings in the quarter. As at March 31, 2023, the revolving credit facility and term loan had an effective interest rate of 6.91% (December 31, 2022 - 6.67%).
As at (millions) March 31, 2023 December 31, 2022
  Revolving component
Term loan component1 
Total Revolving component Term loan component Total
Available $ 325  $ —  $ 325  $ 658  $ 600  $ 1,258 
Outstanding
Due to TELUS Corporation $ 34  $ 86  $ 120  $ 10  $ 43  $ 53 
Due to Other 441  1,114  1,555  132  557  689 
  $ 475  $ 1,200  $ 1,675  $ 142  $ 600  $ 742 
Total $ 800  $ 1,200  $ 2,000  $ 800  $ 1,200  $ 2,000 
15


1.During the three-month period ended March 31, 2023, we entered into a receive-floating interest rate, pay-fixed interest rate exchange agreement that effectively converts a portion of our interest obligations on the debt to a fixed rate of 3.52% plus applicable margins.
The amended credit facility bears interest at prime rate, U.S. dollar base rate, a bankers’ acceptance rate or Term Secured Overnight Financing Rate (SOFR) (all such terms as used or defined in the amended credit facility) plus applicable margins. The amended credit facility contains customary representations, warranties and covenants, including two financial quarter-end ratio tests. Net Debt to EBITDA ratio must not exceed 4.25:1.00 for each quarter in fiscal 2023, 3.75:1.00 for each quarter in fiscal 2024 and 3.25:1.00 subsequently. The EBITDA to Debt Service (interest and scheduled principal repayment) ratio must not be less than 1.50:1.00, all as defined in the credit facility. If an acquisition with an aggregate cash consideration in excess of $250 million occurs in any twelve-month period, the maximum permitted Net Debt to EBITDA ratio per credit agreement may be increased by 0.50:1.00 and shall return to the then applicable Net Debt to EBITDA ratio after eight fiscal quarters.
The term loan of the amended credit facility is subject to an amortization schedule requiring that 1.25% of the original principal advanced be repaid each quarter beginning on June 30, 2023, with the balance due at maturity of the amended credit facility on January 3, 2028. As at March 31, 2023, we had $325 million available under the revolving component of our credit facility (December 31, 2022 - $658 million under the revolving component and $600 million under the term loan component).
As at March 31, 2023, we were in compliance with all financial covenants, financial ratios and all of the terms and conditions of our amended credit facility and long-term debt agreement.
(b)    Long-term debt maturities
Anticipated requirements to meet long-term debt repayments, calculated upon such long-term debts owing as at March 31, 2023, are as follows:
Composite long-term debt denominated in U.S dollars European
euros
Other
currencies
 
For each fiscal year ending December 31 (millions) Long-term
debt, excluding
leases
Leases Total Leases Leases Total
2023 (remainder of the year) $ 45  $ 14  $ 59  $ $ 23  $ 91 
2024 60  16  76  12  23  111 
2025 60  16  76  11  15  102 
2026 60  17  77  12  97 
2027 60  13  73  84 
2028 and thereafter 1,390  20  1,410  30  1,443 
Future cash outflows in respect of composite long-term debt principal repayments 1,675  96  1,771  76  81  1,928 
Future cash outflows in respect of associated interest and like carrying costs1
514  17  531  44  12  587 
Undiscounted contractual maturities $ 2,189  $ 113  $ 2,302  $ 120  $ 93  $ 2,515 
1.Future cash outflows in respect of associated interest and carrying costs for amounts drawn under our amended credit facility (if any) have been calculated based upon the rates in effect at March 31, 2023.
16


14. Share capital
Our authorized and issued share capital as at March 31, 2023 is as follows:
Authorized Issued
As at (millions) March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022
Preferred Shares unlimited unlimited —  — 
Equity Shares
Multiple Voting Shares unlimited unlimited 200  200 
Subordinate Voting Shares unlimited unlimited 73  67 
As at March 31, 2023, there were 17 million authorized but unissued subordinate voting shares reserved for issuance under our share-based compensation plans, and 5 million authorized but unissued subordinate voting shares reserved for issuance
under our employee share purchase plan.
15. Contingent liabilities
(a)Indemnification obligations
In the normal course of operations, we provide indemnification in conjunction with certain transactions. The terms of these indemnification obligations range in duration. These indemnifications would require us to compensate the indemnified parties for costs incurred as a result of failure to comply with contractual obligations or litigation claims or statutory sanctions or damages that may be suffered by an indemnified party. In some cases, there is no maximum limit on these indemnification obligations. The overall maximum amount of an indemnification obligation will depend on future events and conditions and therefore cannot be reasonably estimated. Where appropriate, an indemnification obligation is recorded as a liability. Other than obligations recorded as liabilities at the time of such transactions, historically we have not made significant payments under these indemnifications. As at March 31, 2023, we had no liability recorded in respect of indemnification obligations (December 31, 2022 - $nil).
(b)Claims and lawsuits
We are party to various legal proceedings and claims that arise in the ordinary course of business. The ultimate outcome of these matters is inherently uncertain. Therefore, if one or more of these matters were resolved against us for amounts in excess of management's estimates of loss, or if any outcome becomes more likely than not and estimable, our results of operations and financial condition could be adversely affected.
16. Related party transactions
(a)Transactions with TELUS Corporation
TELUS Corporation produces consolidated financial statements available for public use and is the ultimate parent and controlling party of TELUS International.
Recurring transactions
TELUS Corporation and its subsidiaries receive customer care, integrated business process outsourcing and information technology outsourcing services from us, and provide services (including people, network, finance, communications, and regulatory) to us. We also participate in defined benefit pension plans that share risks between TELUS Corporation and its subsidiaries.
17


2023 2022
Three months ended March 31 (millions) TELUS
Corporation
(parent)
Subsidiaries
of TELUS
Corporation
Total TELUS
Corporation
(parent)
Subsidiaries of
 TELUS
Corporation
Total
Transactions with TELUS Corporation and subsidiaries
Revenues from services provided to $ —  $ 131  $ 131  $ —  $ 93  $ 93 
Goods and services purchased from —  (6) (6) —  (10) (10)
  —  125  125  —  83  83 
Receipts from related parties —  (117) (117) —  (112) (112)
Payments to related parties —  13  13  —  —  — 
Payments (made) collected by related parties on our behalf and other adjustments (4) (19) (23) (19) 30  11 
Change in balance (4) (2) (19) (18)
Accounts with TELUS Corporation and subsidiaries            
Balance, beginning of period (91) 61  (30) (44) 26  (18)
Balance, end of period $ (95) $ 63  $ (32) $ (63) $ 27  $ (36)
Accounts with TELUS Corporation and subsidiaries
Due from affiliated companies $ 22  $ 67  $ 89  $ —  $ 44  $ 44 
Due to affiliated companies (117) (4) (121) (63) (17) (80)
  $ (95) $ 63  $ (32) $ (63) $ 27  $ (36)
In the condensed interim consolidated statement of financial position, amounts due from affiliates and amounts due to affiliates are generally due 30 days from billing and are cash-settled on a gross basis.
(b)Transactions with BPEA EQT (formerly Baring Private Equity Asia)
BPEA EQT (BPEA) exercises significant influence over TELUS International.
On March 9, 2023, we amended the shareholders agreement made with TELUS Corporation and BPEA to eliminate initial post-IPO transition requirements, remove BPEA’s rights regarding the nomination of directors and appointment of observers to our Board and confirm TELUS Corporation’s and the Company’s rights to nominate individuals to serve on our Board.
Recurring transactions
As at, and during the three-month periods ended March 31, 2023 and 2022, there were no balances due to or due from, or recurring transactions with, BPEA EQT (December 31, 2022 – $nil). 
(c)Transactions with key management personnel
Our key management personnel have the authority and responsibility for overseeing, planning, directing and controlling our activities and consist of our Board of Directors and our Executive Leadership Team.
During the three-month period ended March 31, 2023, share-based compensation expense of $10 million was recognized, and we granted 365,757 RSUs and 301,727 PSUs, with total grant-date fair value of $14 million. 210,924 equity-accounted awards were exercised and settled with subordinate voting shares issued from treasury.
18


17. Additional financial information
(a)Statements of income and other comprehensive income
During the three-month periods ended March 31, 2023 and 2022, we had three customers which each individually accounted for more than 10% of our consolidated revenue. TELUS Corporation, our controlling shareholder and largest client during the three-month period ended March 31, 2023, accounted for approximately 19.1% of our revenue (March 31, 2022 - approximately 15.6%). Our second largest client during the three-month period ended March 31, 2023, a leading social media company, accounted for approximately 12.6% of our revenue (March 31, 2022 - approximately 17.5%). Google, our third largest client during the three-month period ended March 31, 2023, accounted for approximately 10.6% of our revenue (March 31, 2022 - approximately 11.3%).
(b)Statements of financial position
As at (millions) March 31, 2023 December 31, 2022
Other long-term assets    
Lease deposits and other $ 20  $ 20 
Other
  $ 27  $ 27 
Accounts payable and accrued liabilities    
Trade accounts payable $ 38  $ 39 
Accrued liabilities 116  110 
Payroll and other employee-related liabilities 131  129 
Share-based compensation liability
Other 10 
  $ 294  $ 289 
(c)Statements of cash flows—operating activities and investing activities
  Three months
Periods ended March 31 (millions) 2023 2022
Net change in non-cash operating working capital
Accounts receivable $ (4) $ (13)
Due to and from affiliated companies, net 18 
Prepaid expenses (21) (16)
Other long-term assets — 
Accounts payable and accrued liabilities (36) 17 
Income and other taxes receivable and payable, net (1) (5)
Provisions — 
Other long-term liabilities
$ (50) $
Cash payments for capital assets
Capital asset additions
Capital expenditures
Property, plant and equipment, excluding right-of-use assets $ (14) $ (20)
Intangible assets (1) (5)
  (15) (25)
Change in accrued payables related to the purchase of capital assets
  $ (14) $ (21)
19


(d)Changes in liabilities arising from financing activities
Statements of cash flows Non-cash changes
Three-month period ended March 31, 2023
(millions)
Beginning
of Period
Issued or received Redemptions,
repayments or payments
Foreign
exchange movement
Other End of
period
Long-term debt            
Credit facility $ 742  $ 963  $ (30) $ —  $ —  $ 1,675 
Other —  —  (88) —  88  — 
Lease liabilities 236  —  (19) 34  253 
Deferred debt transaction costs (14) —  —  —  (13)
  $ 964  $ 963  $ (137) $ $ 123  $ 1,915 
Statements of cash flows Non-cash changes
Three-month period ended March 31, 2022
(millions)
Beginning
of Period
Issued or received Redemptions,
repayments or payments
Foreign
exchange movement
Other End of
period
Long-term debt            
Credit facility $ 941  $ —  $ (40) $ —  $ —  $ 901 
Lease liabilities 215  —  (16) (1) 204 
Deferred debt transaction costs (8) —  —  —  —  (8)
  $ 1,148  $ —  $ (56) $ (1) $ $ 1,097 
20
EX-99.2 3 q12023exhibit992.htm EX-99.2 Document

Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
1


Table of Contents
2


Caution Regarding Forward-Looking Statements
The following is a discussion of the financial condition and financial performance of TELUS International (Cda) Inc. (TELUS International, TI, or the Company) for the three months ended March 31, 2023 and is dated May 4, 2023. This discussion and analysis of our financial condition and financial performance should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements and the related notes thereto for the three months ended March 31, 2023 and the audited annual consolidated financial statements and the related notes thereto for the year ended December 31, 2022 and the risk factors identified under “Item 3D—Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022 (Annual Report) filed with the SEC at www.sec.gov/edgar.shtml and on SEDAR at www.sedar.com, as such risk factors are updated herein. This discussion is presented in U.S. dollars, except where otherwise indicated and based on financial information prepared in accordance with generally accepted accounting principles (GAAP). The GAAP that we use are the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), which might differ in material respects from accounting principles generally accepted in other jurisdictions, including the United States.
Information contained in this discussion, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. By their nature, forward-looking statements are subject to risks and uncertainties and are based on assumptions, including assumptions about future economic conditions, events and courses of action, many of which we do not control. These assumptions may ultimately prove to have been inaccurate and, as a result, our actual results or events may differ materially from expectations expressed in or implied by the forward-looking statements. You should review the section at the end of this discussion entitled “Special Note Regarding Forward-Looking Statements,” and the risk factors identified under “Item 3D—Risk Factors” in our Annual Report for a discussion of important factors that could cause actual results to differ materially from the results projected, described in or implied by the forward-looking statements contained in the following discussion. In our discussion, we also use certain non-GAAP financial measures and non-GAAP ratios to evaluate our performance, monitor compliance with debt covenants and manage our capital structure. These measures are defined, qualified and reconciled with the most directly comparable GAAP measures in the “Non-GAAP Financial Measures and Non-GAAP Ratios” section below.
Overview of the Business
We are a leading digital customer experience (CX) innovator that designs, builds and delivers next-generation solutions, including AI and content moderation, for global and disruptive brands. Our services support the full lifecycle of our clients’ digital transformation journeys and enable them to more quickly embrace next-generation digital technologies to deliver better business outcomes. We work with our clients to shape their digital vision and strategies, design scalable processes and identify opportunities for innovation and growth. We bring to bear expertise in advanced technologies and processes, as well as a deep understanding of the challenges faced by all of our clients, including some of the largest global brands, when engaging with their customers. Over the last 18 years, we have built comprehensive, end-to-end capabilities with a mix of industry and digital technology expertise to support our clients in their customer experience and digital enablement transformations.
TELUS International was born out of an intense focus on customer service excellence, continuous improvement and a values-driven culture under the ownership of TELUS Corporation, a leading communications and information technology company in Canada. Since our founding, we have made a number of significant organic investments and acquisitions, with the goal of better serving our growing portfolio of global clients. We have expanded our agile delivery model to access highly qualified talent in multiple geographies, including Asia-Pacific, Central America, Europe and North America, and developed a broader set of complex, digital-centric capabilities.
We believe our ability to help clients realize better business outcomes begins with the talented team members we dedicate to supporting our clients because customer experience delivered by empathetic, highly skilled and engaged teams is key to providing a high-quality brand experience. We have a unique and differentiated culture that places people and a shared set of values at the forefront of everything we do. Over the past decade, we have made a series of investments in our people predicated upon the core philosophy that our “caring culture” drives sustainable team member engagement, retention and customer satisfaction.
We have expanded our focus across multiple industry verticals, targeting clients who believe exceptional customer experience is critical to their success. We believe we have a category-defining value proposition with a unique approach to combining both digital transformation and CX capabilities.
3


We have built comprehensive, end-to-end capabilities with a mix of industry and digital technology expertise to support our clients in their customer experience and digital enablement journeys. Our services support the full scope of our clients’ digital transformations and enable clients to more quickly embrace next-generation digital technologies to deliver better business outcomes. We provide strategy and innovation, next-generation technology and information technology (IT) services, and CX process and delivery solutions to fuel our clients’ growth. Our highly skilled and empathetic team members together with our deep expertise in customer experience processes, next-generation technologies and expertise within our industry verticals are core to our success. We combine these with our ability to discover, analyze and innovate with new digital technologies in our centres of excellence to continuously evolve and expand our solutions and services.
We have built an agile delivery model with global scale to support next-generation, digitally-led customer experiences. Substantially all of our delivery locations are connected through a carrier-grade infrastructure backed by cloud technologies, enabling globally distributed and virtualized teams. The interconnectedness of our teams and ability to seamlessly shift interactions between physical and digital channels enables us to tailor our delivery strategy to clients’ evolving needs. We have over 76,000 team members in 70 delivery locations and global operations across 31 countries.
Our delivery locations are strategically selected based on a number of factors, including access to diverse, skilled talent, proximity to clients and ability to deliver our services over multiple time zones and in multiple languages. We have established a presence in key global markets, which supply us with qualified, cutting-edge technology talent and have been recognized as an employer of choice in many of these markets. In addition, TELUS International AI Data Solutions (TIAI) (which was formed with the data annotation business we acquired from Lionbridge Technologies Inc. at the end of 2020, and the 2D, 3D and computer vision data annotation capabilities we obtained through our acquisition of Playment in 2021) utilizes the services of crowdsourced contractors that are geographically dispersed across the globe.
The acquisition of WillowTree, described further below under the section titled “Recent Developments” and in “Item 4B—Business Overview—About WillowTree and the acquisition” in our Annual Report, resulted in the addition of over 1,000 team members and operations in 13 delivery locations, and expanded our number of countries with operations by two.
Today, our clients include companies across multiple verticals, including Tech and Games, eCommerce and FinTech, Banking, Financial Services and Insurance, Communications and Media, and Healthcare. Our relationship with TELUS Corporation, our largest client and controlling shareholder, has been instrumental to our success. TELUS Corporation provides us access to revenue visibility, stability and growth, as well as strategic partnership for co-innovation within our Communications and Media and Healthcare industry verticals. Our master services agreement with TELUS Corporation (TELUS MSA) provides for a term of ten years beginning in January 2021 and a minimum annual spend of $200 million, subject to adjustment in accordance with its terms. For more information, see “Item 7B—Related Party Transactions—Our Relationship with TELUS—Master Services Agreement” in our Annual Report.
Recent Developments
On January 3, 2023, we acquired 86% of the equity interest of WillowTree, a full-service digital product provider focused on end user experiences, such as native mobile applications and unified web interfaces. The total purchase consideration for WillowTree was $1,174 million, net of assumed debt of WillowTree, comprising of $855 million in cash, $125 million of our subordinate voting shares, and $194 million in provisions for the written put options. In connection with the acquisition, certain WillowTree management team members retained approximately 14% of the total equity interest in WillowTree, and were granted written put options related to this retained equity interest that are exercisable in tranches over a three-year period beginning in 2026. These written put options are subject to certain performance-based criteria tied to the WillowTree business, including compounded annual revenue growth rate and cumulative gross margin targets, and may be settled in cash or, at our option, a combination of cash and up to 70% in our subordinate voting shares (see Note 11(b)—Intangible assets and goodwill—Business acquisitions in our condensed interim consolidated financial statements for the three-month period ended March 31, 2023 for additional details on the acquisition).
In connection with the WillowTree acquisition, we amended and expanded our existing credit facility to an aggregate $2 billion credit facility, consisting of an $800 million revolving credit facility and an amortizing $1.2 billion in term loan maturing in five years (see Note 13(a)—Long-term debt—Credit facility in our condensed interim consolidated financial statements for the three-month period ended March 31, 2023 for additional details on the amended credit facility).
Factors Affecting Our Performance and Related Trends
A comprehensive list of risk factors that may impact our business performance is included under section “Item 3D-Risk Factors” in our Annual Report. We believe that the key factors affecting our business and financial performance include:
4


Our Ability to Expand and Retain Existing Client Relationships and Attract New Clients
We have a diverse base of clients, including leaders and disruptors across the industry verticals we serve. Through our commitment to customer experience and innovation, we have been able to sustain long-term partnerships with many clients, often expanding our relationship through multiple service offerings that we provide through a number of delivery locations.
To grow our revenue, we seek to continue to increase the number and scope of service offerings we provide to our existing clients. In addition, our continued revenue growth will depend on our ability to win new clients. We seek to partner with prospective clients that value premium digital IT and customer experience solutions and services.
Our ability to maintain and expand relationships with our clients, as well as to attract new clients, will depend on a number of factors, including: our ability to maintain a “customers-first” culture across our organization; our level of innovation, expertise and retention of team member talent; a consistently high level of service experience, as evidenced by, among others measures, the satisfaction ratings that our clients receive from their customers based on the services we provide; the technological advantages we offer; and our positive reputation, as a result of our corporate social responsibility initiatives and otherwise.
Our Ability to Attract and Retain Talent
As at March 31, 2023, we have over 76,000 team members located across 31 countries in four geographic regions, servicing clients in over 50 languages. In addition, our TIAI business utilizes the services of a crowd-sourced provider base that is geographically dispersed across the globe.
Ensuring that our team members feel valued and engaged is integral to our performance, as our team members enable us to provide our unique, “customer-first” and caring culture to our clients’ customers, which has driven our strong client retention, higher satisfaction scores and overall better experience for our clients’ customers. This has, in part, been responsible for our growth and differentiation in the marketplace, enabling us to enhance our existing client relationships and build new ones. As a result, we make significant investments to attract, select, retain and develop talent across our product and service offerings. We have devoted, and will continue to devote, substantial resources to creating engaging, inspiring, world-class physical workplaces; recruiting; cultivating talent selection proficiencies and proprietary methods of performance measurement; growing employee engagement including rewards and development; supporting our corporate sustainability initiatives; and acquiring new talent and capabilities to meet our clients’ evolving needs. Our ability to attract and retain team member talent will depend on a number of factors, including our ability to: compete for talent with competitive service providers in the geographies in which we operate; provide innovative compensation packages and benefits to our team members; retain and integrate talent from our acquisitions; and meet or exceed evolving expectations related to corporate sustainability.
Impact of Inflation, Higher Interest Rates, and Slower Economic Growth
The global economy has entered into a period of inflation, higher interest rates and slower economic growth and some regions may experience a recessionary period and we cannot predict how long such conditions may last or what their ultimate impact may be on our business. Global economic conditions may adversely affect our liquidity and financial condition, and the liquidity and financial condition of our clients, increase the cost of borrowing and cause credit to become more limited, limit our ability to access financing or increase our cost of financing to meet liquidity needs or fund acquisitions, and affect the ability of our clients to use credit to purchase our services or to make timely payments to us, all of which could have a material adverse effect on our business, financial condition, financial performance and cash flows. Changes in the general level of economic activity, such as decreases in business and consumer spending, could result in pricing pressure on our services and a decrease or delay in demand for the products and services that our clients provide to their customers, and consequently reduce or delay our clients’ or potential clients’ demand for our services, which would reduce our revenue and factor into our decisions on workforce management. In some cases, it may mean that our clients enter into insolvency proceedings or default on their obligations to us. To date, we have not experienced any material insolvency proceedings or defaults by our clients.
Inflationary pressures could also drive up wage costs in the countries where we operate. In connection with potential future growth and inflation, we may need to increase our team member compensation more rapidly than in the past to remain competitive in attracting and retaining the quality and number of team members that our business requires. To the extent that we are not able to control or share wage increases with our clients, wage increases may reduce our margins and cash flows.
5


Industry Trends
The industry trends affecting us and that may have an impact on our future performance and financial performance include the trends described in “Item 4B—Business Overview—Industry Background” in our Annual Report.
Seasonality
Our financial results may vary from period to period during any year. The seasonality in our business, and consequently, our financial performance, generally mirrors that of our clients. Our revenues are typically higher in the third and fourth quarters than in other quarters, excluding material changes to our clients operating environment, such as potential impacts of a recession and our clients response to those impacts, or material changes in the foreign currency rates that we operate in.
Foreign Currency Fluctuations
While our primary operating currency is the U.S. dollar, we are also party to revenue contracts denominated in the European euro and other currencies and a significant portion of our operating expenses are incurred in currencies other than the U.S. dollar. Movements in the exchange rates between the U.S. dollar and these other currencies have an impact on our financial results. The tables below outline revenue and expenses by currency and the percentage of each of the total revenue and expenses for each period.
  Three Months Ended
March 31
  2023 2022
(millions except percentages) Revenue % of total Revenue % of total
U.S. dollar $ 473  69  % $ 376  63  %
European euro 155  23  % 185  30  %
Canadian dollar 42  % 27  %
Other 16  % 11  %
Total Revenue $ 686  100  % $ 599  100  %
  Three Months Ended
March 31
  2023 2022
(millions except percentages) Expenses % of total Expenses % of total
U.S. dollar $ 252  39  % $ 197  37  %
European euro 118  19  % 113  21  %
Philippine peso 73  11  % 66  12  %
Canadian dollar 62  10  % 53  10  %
Other1
135  21  % 104  20  %
Total Operating Expenses $ 640  100  % $ 533  100  %
1.Includes currencies such as the Guatemalan quetzal, Bulgarian lev, Romanian leu, Indian rupee and Turkish lira, among others.
The following table presents information on the average foreign exchange rates between the U.S. dollars and the key currencies to which we have exposure:
  Three Months Ended
March 31
  2023 2022
European euro to U.S. dollar 1.0727  1.1224 
Philippine peso to U.S. dollar 0.0182  0.0194 
Canadian dollar to U.S. dollar 0.7394  0.7894 
6


Results of Operations
  Three Months Ended
March 31
(millions, except per share amounts and percentages) 2023 2022 $ change % change
Revenue $ 686  $ 599  $ 87  15  %
Operating Expenses    
Salaries and benefits 428  342  86  25  %
Goods and services purchased 103  115  (12) (10) %
Share-based compensation 14  100  %
Acquisition, integration and other 16  12  300  %
Depreciation 33  29  14  %
Amortization of intangible assets 46  36  10  28  %
  $ 640  $ 533  $ 107  20  %
Operating Income $ 46  $ 66  $ (20) (30) %
Interest expense 33  24  267  %
Foreign exchange loss —  100  %
Income before Income Taxes 12  57  (45) (79) %
Income taxes (2) 23  (25) (109) %
Net Income $ 14  $ 34  $ (20) (59) %
     
Earnings per Share    
Basic Earnings per Share $ 0.05  $ 0.13  $ (0.08) (62) %
Diluted Earnings per Share $ 0.05  $ 0.13  $ (0.08) (62) %
Other financial information
Net Income Margin 2.0  % 5.7  % —  (3.7) pp
Adjusted Net Income1
$ 76  $ 69  $ 10  %
Adjusted Basic Earnings per Share1
$ 0.28  $ 0.26  $ 0.02  %
Adjusted Diluted Earnings per Share1
$ 0.28  $ 0.26  $ 0.02  %
Adjusted EBITDA1
$ 155  $ 142  $ 13  %
Adjusted EBITDA Margin1
22.6  % 23.7  % —  (1.1) pp
Cash provided by operating activities $ 80  $ 129  $ (49) (38) %
Free Cash Flow1
$ 65  $ 104  $ (39) (38) %
Gross Profit1
$ 185  $ 168  $ 17  10  %
Gross Profit Margin1
27.0  % 28.0  % —  (1.0) pp
Adjusted Gross Profit1
$ 264  $ 233  $ 31  13  %
Adjusted Gross Profit Margin1
38.5  % 38.9  % —  (0.4) pp
1.Adjusted Net Income, Gross Profit, Adjusted Gross Profit, Adjusted EBITDA, and Free Cash Flow are non-GAAP financial measures. Adjusted Basic Earnings per Share, Adjusted Diluted Earnings per Share, Adjusted EBITDA Margin, Gross Profit Margin and Adjusted Gross Profit Margin are non-GAAP ratios. These non-GAAP financial measures and ratios do not have a standardized meaning under IFRS and may not be comparable with similar measures presented by other issuers. See section Non-GAAP Financial Measures and Non-GAAP Ratios for a reconciliation to the nearest comparable GAAP measure.

7


Revenue
We earn revenue pursuant to contracts with our clients that generally take the form of a master services agreement (MSA), or other service contracts. MSAs, which are framework agreements with terms generally ranging from three to five years, with the vast majority having a term of three years, are supplemented by statements of work (SOWs) that identify the specific services to be provided and the related pricing for each service. There are a number of factors that impact the pricing of the services identified in each SOW or service contract, including, but not limited to, the nature and scope of services being provided, service levels and, under certain of our MSAs, our ability to share, to a certain extent, our higher costs of services and foreign exchange risk arising from currency fluctuations. The substantial majority of our revenue is earned based on a time and materials billing model.
Most of our contracts, other than with TELUS Corporation, do not commit our clients to a minimum annual spend or to specific volume of services. Although the contracts we enter into with our clients provide for terms that range from three to five years, the arrangements may be terminated by our clients for convenience with limited notice and without payment of a penalty or termination fee. Additionally, our clients may also delay, postpone, cancel or reduce the volume of certain of the services we provide without canceling the whole contract. Many of our contracts contain provisions that would require us to pay penalties to our clients and/or provide our clients with the right to terminate the contract if we do not meet pre-agreed service level requirements.
From period to period, the fluctuation in our revenue is primarily a function of changes to existing SOWs, new SOWs with existing clients, MSAs signed with new clients, and the impact of foreign exchange on non-U.S. dollar-denominated contracts. While we provide a discussion and analysis of our results of operations below, we are unable to quantify the effects of changes in price or volume in relation to our revenue growth. We do not track standard measures of a per-unit rate or volume, since our measures of price and volume are extremely complex. Each of our customers is unique, with varying needs and requirements that span our diverse services offerings, which is reflected in a customized services contract and pricing model that does not fit into standard comparability measurements. Revenue for our services is a function of the nature of each specific service to be provided as specified by each client, the geographical region where the service is to be performed, the skills required and/or the outcome sought, estimated costs to perform, contract terms and other factors.
Comparison of Three Months Ended March 31, 2023 and 2022. Our revenue increased $87 million, or 15%, to $686 million for the three months ended March 31, 2023, driven by growth in services provided to existing clients as well as new clients added since the prior year’s comparative period, including new clients from the acquisition of WillowTree. Excluding revenue earned from WillowTree, our revenue was $629 million, an increase of $30 million, or 5%, which included an unfavorable foreign currency impact of approximately 2% due to the lower average EUR:USD exchange rate associated with the strengthening U.S. dollar against the European euro in the current three-month period, as compared to the average rate in the comparative three-month period ended March 31, 2022. Revenue from our top 10 clients for the three months ended March 31, 2023 was 60%, compared to 62% in the comparative period.
During the three-month periods ended March 31, 2023 and 2022, we had three customers which each individually accounted for more than 10% of our consolidated revenue. TELUS Corporation, our controlling shareholder and largest client during the three-month period ended March 31, 2023, accounted for approximately 19.1% of our revenue (March 31, 2022 - approximately 15.6%). Our second largest client during the three-month period ended March 31, 2023, a leading social media company, accounted for approximately 12.6% of our revenue (March 31, 2022 - approximately 17.5%). Google, our third largest client during the three-month period ended March 31, 2023, accounted for approximately 10.6% of our revenue (March 31, 2022 - approximately 11.3%).
We deliver tailored solutions to a diverse set of clients active in various verticals from our delivery locations around the world. However, these services are marketed, sold and delivered to clients in an integrated manner in order to provide a unified, seamless sales and delivery experience. Our chief operating decision maker reviews financial information presented on a consolidated basis for the purposes of evaluating financial performance and making resource allocation decisions. Accordingly, we report our results and manage our business as a single operating and reporting segment.
8


We earn revenue pursuant to contracts with our clients, who operate in various industry verticals. The following table presents our earned revenue disaggregation for our five largest industry verticals:
  Three Months Ended
March 31
(millions except percentages) 2023 2022 $ change % change
Revenue by Industry Vertical
Tech and Games $ 287  $ 280  $ %
Communications and Media 153  139  14  10  %
eCommerce and FinTech 79  79  —  —  %
Banking, Financial Services and Insurance 44  33  11  33  %
Healthcare 40  12  28  233  %
 All others1
83  56  27  48  %
Total $ 686  $ 599  $ 87  15  %
1.All others includes, among others, travel and hospitality, retail, and consumer packaged goods industry verticals.
During the three-month period ended March 31, 2023, revenue generated from the Tech and Games industry vertical increased 3% due to continued growth within our existing clients and the addition of new clients, which were partially offset by lower revenue from a leading social media client. Revenue generated from the Communications and Media industry vertical grew 10% due to higher revenue from TELUS Corporation, growth in other telecommunication partners and the addition of new clients (including those arising from our acquisition of WillowTree). Revenue generated from the eCommerce and FinTech industry vertical was steady, as growth in eCommerce offset a decline in service volumes from FinTech clients. Banking, Financial Services and Insurance industry vertical grew 33%, primarily driven by continued growth within our existing clients and the addition of new clients (including those arising from our acquisition of WillowTree). Healthcare industry vertical grew 233% primarily due to additional services provided to the healthcare business unit of TELUS Corporation. Across all of our verticals, the reported revenue growth rates were negatively impacted by unfavourable EUR:USD currency movements compared to the comparative three-month period in the prior year, as discussed earlier.
We serve our clients, who are primarily domiciled in North America, from multiple delivery locations across four geographic regions. In addition, our TIAI clients are largely supported by crowdsourced contractors that are globally dispersed and not limited to the physical locations of our delivery centres. In general, revenue growth in each geographic region corresponds with the overall growth of the business and our consolidated revenue. The decline in revenue in our Europe region for the three-month period ended March 31, 2023 was due to lower service volumes from clients in the Tech and Games and eCommerce and Fintech industry verticals serviced from this region, accentuated by a reduction from a leading social media client, combined with a strengthening U.S. dollar relative to the European euro. The table below presents the revenue generated in each geographic region, based on the location of our delivery centres or where the services were provided from, for the periods presented.
  Three Months Ended
March 31
(millions except percentages) 2023 2022 $ change % change
Revenue by Geographic Region
Europe $ 215  $ 234  $ (19) (8) %
North America 210  140  70  50  %
Asia-Pacific 155  141  14  10  %
Central America 106  84  22  26  %
Total $ 686  $ 599  $ 87  15  %

9


Salaries and benefits
The principal components of salaries and benefits expense include all compensation and benefits, excluding share-based compensation, paid to our front-line and administrative employees.
Comparison of Three Months Ended March 31, 2023 and 2022. Salaries and benefits increased $86 million, or 25%, to $428 million during the three months ended March 31, 2023. The increase was due to higher team member count to support business growth (including those arising from our acquisition of WillowTree), investments in our team members through increased average employee salaries and wages, and temporarily disproportionate higher costs of service delivery in Europe, due in part to the lead time to implement ramp-down and other cost rationalization activities resulting from a reduction in service volumes by a leading social media client. Salaries and benefits as a percentage of revenue increased to 62% in the current three-month period, compared to 57% in the prior year’s comparative period. Total team member count was 76,752 as at March 31, 2023 compared to 67,932 as at March 31, 2022.
Goods and services purchased
Goods and services purchased include items such as software licensing costs that are required to support our operations, contracted labor costs, sales and marketing expenses associated with promoting and selling our services, compliance expenses such as legal and audit fees and business taxes, other IT expenditures, bad debt expenses and facility expenses.
Comparison of Three Months Ended March 31, 2023 and 2022. Goods and services purchased decreased $12 million, or 10%, to $103 million during the three months ended March 31, 2023. The decrease was due to lower dependency on external contractors in favor of continued development and investment in internal capability, the reduction of certain sales tax reserves based on our recent collection experience, as well as the impact of the lower average EUR:USD exchange rate, which were partially offset by additional goods and services purchased in relation to WillowTree.
Share-based compensation
Share-based compensation relates to restricted share unit awards and share option awards granted to employees. These awards include both liability-accounted awards, which requires a mark-to-market revaluation against our share price, and equity-accounted awards.
Comparison of Three Months Ended March 31, 2023 and 2022. Share-based compensation increased $7 million to $14 million during the three months ended March 31, 2023. Share-based compensation expense in the current quarter was primarily attributable to equity-accounted awards, which unlike liability-accounted awards, are not subject to mark-to-market adjustments based on changes in the share price of TELUS International. During the comparative three months ended March 31, 2022, share-based compensation benefited from a lower average share price of TELUS International, which resulted in a downward mark-to-market adjustment on liability-accounted awards.
Acquisition, integration and other
Acquisition, integration and other is comprised primarily of costs related to our business acquisitions, including transaction costs and integration activities, which could vary from year to year depending on the volume, nature and complexity of the transactions completed in each fiscal year. We also, from time to time, incur costs associated with streamlining our operations, including ongoing and incremental efficiency initiatives, which may include personnel-related costs and rationalization of real estate. Other costs may also include external costs that are unusual in their nature or significance, such as adverse litigation judgments or regulatory decisions, and other costs that do not contribute normally to the earning of revenues.
Comparison of Three Months Ended March 31, 2023 and 2022. Acquisition, integration and other increased
$12 million to $16 million during the three months ended March 31, 2023, primarily due to a personnel-related reorganization program initiated in the current quarter related to our European operations, which resulted from a reduction in service volume from a leading social media client, as well as transaction and integration costs associated with our acquisition of WillowTree.

10


Depreciation and amortization
Depreciation and amortization includes depreciation of property, plant and equipment and right-of-use leased assets as well as amortization expense for software and intangible assets recognized primarily in connection with acquisitions.
Comparison of Three Months Ended March 31, 2023 and 2022. Depreciation and amortization increased $14 million to $79 million during the three months ended March 31, 2023, primarily due to capital and intangible assets acquired as part of the WillowTree acquisition, as well as our investments in capital and intangible assets over the previous 12 months, which were partially offset by the lower average EUR:USD exchange rate on assets held in our subsidiaries which have a European euro functional currency.
Interest expense
Interest expense includes interest expense on short-term and long-term borrowings and on our lease liabilities, and interest accretion on our provisions for written put options.
Comparison of Three Months Ended March 31, 2023 and 2022. Interest expense increased $24 million to $33 million during the three months ended March 31, 2023, which was primarily due to the increased borrowings under our amended credit facility to fund our acquisition of WillowTree, higher lease liability balances as we grow our team member base and expand our delivery footprint, and higher average interest rates.
Foreign exchange
Foreign exchange is comprised of gains and losses recognized on certain derivatives, as well as foreign exchange gains and losses recognized on the revaluation and settlement of foreign currency transactions. See “Item 11—Quantitative and Qualitative Disclosures about Market Risk—Foreign Currency Risk” in our Annual Report for a discussion of our hedging programs.
Comparison of Three Months Ended March 31, 2023 and 2022. Foreign exchange loss was $1 million during the three months ended March 31, 2023 compared to nil in the comparative prior quarter. These reflect changes in foreign exchange rates in the currencies in which we transact.
Income tax expense
  Three Months Ended
March 31
(millions except percentages) 2023 2022
Income tax (recovery) expense $ (2) $ 23 
Income taxes computed at applicable statutory rates (8.4) % 22.4  %
Effective tax rate (16.7) % 40.4  %
Comparison of Three Months Ended March 31, 2023 and 2022. Income tax expense decreased by $25 million during the three months ended March 31, 2023 and the effective tax rate decreased from 40.4% to (16.7)%. The decrease in the effective tax rate was primarily due to a change in the foreign tax differential including a favorable income tax settlement, which was partially offset by an increase in withholding and other taxes. The decrease in the weighted average statutory income tax rate was primarily a result of earning proportionately less income in relatively higher tax jurisdictions.
Net income
Comparison of Three Months Ended March 31, 2023 and 2022. Net income decreased $20 million to $14 million during the three months ended March 31, 2023, as higher revenues were offset by higher overall operating and other expenses. Net income margin decreased to 2.0% for the three months ended March 31, 2023, compared to 5.7% in the prior year’s comparative period.
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Non-GAAP Financial Measures and Non-GAAP Ratios
We regularly review the non-GAAP financial measures and non-GAAP ratios presented below to evaluate our operating performance and analyze underlying business results and trends. We use these non-GAAP financial measures and non-GAAP ratios to manage our business by establishing budgets and operational goals against these measures. We also use these non-GAAP financial measures to monitor compliance with debt covenants, which are based on the same or similar financial metrics, and manage our capital structure. We believe these non-GAAP financial measures and non-GAAP ratios provide investors with a consistent basis on which to evaluate our operating performance with our comparative period results, and additionally provide supplemental information to the financial measures and ratios that are calculated and presented in accordance with GAAP. A reconciliation for each non-GAAP financial measure to the nearest GAAP measure is provided below. These non-GAAP financial measures or non-GAAP ratios may not be comparable to GAAP measures or ratios and may not be comparable to similarly titled non-GAAP financial measures or non-GAAP ratios reported by other companies, including those within our industry and TELUS Corporation, our controlling shareholder. Consequently, our non-GAAP measures and ratios should not be evaluated in isolation, but rather, should be considered together with the most directly comparable GAAP measure or ratio and our consolidated financial statements for the periods presented. The non-GAAP financial measures and non-GAAP ratios we present in this discussion should not be considered a substitute for, or superior to, financial measures or ratios determined or calculated in accordance with GAAP.
Adjusted Net Income, Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per Share.
Adjusted Net Income is a non-GAAP financial measure, and Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per Share (EPS) are non-GAAP ratios. We regularly monitor Adjusted Net Income, Adjusted Basic EPS and Adjusted Diluted EPS as they provide a consistent measure for management and investors to evaluate our period-over-period operating performance, to better understand our ability to manage operating costs and to generate profits. The following items are excluded from Adjusted Net Income as we believe they are driven by factors that are not indicative of our ongoing operating performance, including the interest accretion on written put options entered into in connection with our acquisition of WillowTree, acquisition, integration and other, share-based compensation, foreign exchange gains or losses and amortization of purchased intangible assets, and the related tax effect of these adjustments. Adjusted Basic EPS is calculated by dividing Adjusted Net Income by the basic total weighted average number of equity shares outstanding during the period. Adjusted Diluted EPS is calculated by dividing Adjusted Net Income by the diluted total weighted average number of equity shares outstanding during the period. Adjusted Basic EPS and Adjusted Diluted EPS are non-GAAP ratios used by management to assess the profitability of our business operations on a per share basis.
Three Months Ended
March 31
(millions, except per share amounts) 2023 2022
Net income $ 14  $ 34 
Add back (deduct):    
Acquisition, integration and other1
16 
Share-based compensation2
14 
Interest accretion on written put options3
— 
Foreign exchange loss4
— 
Amortization of purchased intangible assets5
44  31 
Tax effect of the adjustments above (16) (7)
Adjusted Net Income $ 76  $ 69 
Adjusted Basic Earnings Per Share $ 0.28  $ 0.26 
Adjusted Diluted Earnings Per Share $ 0.28  $ 0.26 
1.Acquisition, integration and other is comprised primarily of business acquisition transaction costs and integration expenses associated with these acquisitions and other restructuring activities. These costs do not form part of the costs to operate our ongoing operations, and may significantly fluctuate period-over-period depending on the size and timing of related acquisitions, and are not indicative of such costs in the future.
2.Share-based compensation relates to the expense of our share-based payment transactions. These include awards that are settled through shares issued from treasury and generally do not require any cash outlay by the Company, and awards that are subject to mark-to-market revaluation based on changes in our share price over periods spanning several fiscal years before eventual settlements. The mix of award types as well as the associated amounts and timing of share-based compensation expense could vary significantly between reporting periods, and the variety of award types could be different from our industry peers. Accordingly, excluding this expense provides management and investors with greater visibility to the underlying performance of our business operations, facilitates a comparison of our results with other periods, and provides a relative measure of operating results as compared to our industry peers.
12


3.Interest accretion on written put options arises from our acquisition of WillowTree, and does not form part of the costs to conduct our ongoing operations.
4.Foreign exchange gains or losses arise from fluctuations in foreign exchange rates of the currencies we transact in, which are driven by macro-economic conditions that are generally not reflective of our underlying business operations.
5.Amortization of purchased intangible assets primarily relate to the amortization of acquired customer relationships, brand and crowdsource assets. Amortization of these intangible assets are excluded as it is a non-cash expense derived from purchase price allocations that incorporate significant and subjective valuation assumptions and estimates that are not comparable to the timing and investment had these assets been developed internally. We do not exclude the revenue generated by such purchased intangible assets from our revenues and, as a result, Adjusted Net Income includes revenue generated, in part, by such purchased intangible assets. 
Comparison of Three Months Ended March 31, 2023 and 2022. Adjusted net income increased $7 million, or 10%, for the three months ended March 31, 2023. The increase was primarily due to an increase in revenue from existing and new customers, including new clients from the acquisition of WillowTree, and an income tax recovery in the current three-month period compared to an income tax expense in the comparative period, which were partially offset by higher salaries and benefits to support overall growth in the business, and higher interest expense due to the additional borrowings under the amended credit facility to fund our acquisition of WillowTree.
Gross Profit, Adjusted Gross Profit, Gross Profit Margin, and Adjusted Gross Profit Margin. 
Gross Profit and Adjusted Gross Profit are non-GAAP financial measures, and Gross Profit Margin and Adjusted Gross Profit Margin are non-GAAP ratios. We regularly monitor these financial measures to assess how efficiently we are servicing our clients and to monitor the growth in our direct costs in comparison to growth in revenue. We calculate Gross Profit by deducting operating expenses net of indirect and administrative expenses from revenue. Indirect and administrative expenses are comprised of indirect salaries and benefits and goods and services purchased associated with our administrative and corporate employees, share-based compensation, and acquisition, integration and other. We calculate Adjusted Gross Profit by excluding depreciation and amortization charges from Gross Profit, because the timing of the underlying capital expenditures and other investing activities do not correlate directly with the revenue earned in a given reporting period. We calculate Gross Profit Margin by taking Gross Profit divided by revenue, and we calculate Adjusted Gross Profit Margin by taking Adjusted Gross Profit divided by revenue.
  Three Months Ended
March 31
($ in millions, except percentages) 2023 2022
Revenue $ 686  $ 599 
Less: Operating expenses (640) (533)
Add back: Indirect and administrative expenses 139  102 
Gross Profit 185  168 
Add back: Depreciation and amortization 79  65 
Adjusted Gross Profit $ 264  $ 233 
Gross Profit Margin 27.0  % 28.0  %
Adjusted Gross Profit Margin 38.5  % 38.9  %
Comparison of Three Months Ended March 31, 2023 and 2022. During the three months ended March 31, 2023, Gross Profit Margin decreased to 27.0% and Adjusted Gross Profit Margin, which excludes the effects of depreciation and amortization, decreased to 38.5%. Gross Profit Margin and Adjusted Gross Profit Margin decreased primarily due to changes in our revenue mix across our industry verticals and geographic regions.

13


Adjusted EBITDA and Adjusted EBITDA Margin. 
Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA Margin is a non-GAAP ratio. We regularly monitor Adjusted EBITDA and Adjusted EBITDA Margin to evaluate our operating performance compared to established budgets, operational goals and the performance of industry peers. Adjusted EBITDA is commonly used by our industry peers and provides a measure for investors to compare and evaluate our relative operating performance. We use it to assess our ability to service existing and new debt facilities, and to fund accretive growth opportunities and acquisition targets. In addition, certain financial debt covenants associated with our credit facility are based on Adjusted EBITDA, which requires us to monitor this non-GAAP financial measure in connection with our financial covenants. Certain items are adjusted for the same reasons described above in Adjusted Net Income. Adjusted EBITDA should not be considered an alternative to net income in measuring our financial performance, and it should not be used as a replacement measure of current and future operating cash flows. However, we believe a financial measure that presents net income adjusted for these items would enable an investor to better evaluate our underlying business trends, our operational performance and overall business strategy. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by consolidated revenue.
  Three Months Ended
March 31
($ in millions, except percentages) 2023 2022
Net income $ 14  $ 34 
Add back (deduct):    
Acquisition, integration and other1
16 
Share-based compensation2
14 
Foreign exchange loss3
— 
Depreciation and amortization 79  65 
Interest expense 33 
Income taxes (2) 23 
Adjusted EBITDA $ 155  $ 142 
Net Income Margin 2.0  % 5.7  %
Adjusted EBITDA Margin 22.6  % 23.7  %
1.Acquisition, integration and other is comprised primarily of business acquisition transaction costs and integration expenses associated with these acquisitions and other restructuring activities. These costs do not form part of the costs to operate our ongoing operations, and may significantly fluctuate period-over-period depending on the size and timing of related acquisitions, and are not indicative of such costs in the future.
2.Share-based compensation relates to the expense of our share-based payment transactions. These include awards that are settled through shares issued from treasury and generally do not require any cash outlay by the Company, and awards that are subject to mark-to-market revaluation based on changes in our share price over periods spanning several fiscal years before eventual settlements. The mix of award types as well as the associated amounts and timing of share-based compensation expense could vary significantly between reporting periods, and the variety of award types could be different from our industry peers. Accordingly, excluding this expense provides management and investors with greater visibility to the underlying performance of our business operations, facilitates a comparison of our results with other periods, and provides a relative measure of operating results as compared to our industry peers.
3.Foreign exchange gains or losses arise from fluctuations in foreign exchange rates of the currencies we transact in, which are driven by macro-economic conditions that are generally not reflective of our underlying business operations.

Comparison of Three Months Ended March 31, 2023 and 2022. Adjusted EBITDA increased $13 million, or 9%, for the three months ended March 31, 2023, as higher revenue earned from existing and new clients, including new clients from the acquisition of WillowTree, more than offset the combined increase in salaries and benefits and goods and services purchased. Adjusted EBITDA margin decreased during the three months ended March 31, 2023, due largely to changes in our revenue mix across industry verticals and geographic regions, higher salaries and benefits costs compared with the prior year’s comparative period, and higher service delivery costs in Europe.
14


Free Cash Flow.
Free Cash Flow is a non-GAAP financial measure. We calculate Free Cash Flow by deducting capital expenditures from our cash provided by operating activities, as we believe capital expenditures are a necessary ongoing cost to maintain our existing productive capital assets and support our organic business operations. We use Free Cash Flow to evaluate the cash flows generated from our ongoing business operations that can be used to meet our financial obligations, service debt facilities, reinvest in our business, and to fund, in part, potential future acquisitions.
  Three Months Ended
March 31
(millions) 2023 2022
Cash provided by operating activities $ 80  $ 129 
Less: capital expenditures (15) (25)
Free Cash Flow $ 65  $ 104 
Comparison of Three Months Ended March 31, 2023 and 2022. During the three months ended March 31, 2023, Cash provided by operating activities decreased $49 million, or 38%, and Free Cash Flow decreased $39 million, or 38%. The decrease was primarily due to higher net outflows from working capital arising from our acquisition of WillowTree, which included payments for transaction costs that we incurred to acquire the company, as well as the payments for transaction costs incurred by WillowTree prior to the acquisition that were assumed liabilities as part of the acquisition. Excluding these transaction costs, Free Cash Flow would have been $101 million, a decrease of $3 million, or 3%, compared to the prior comparative period.
Summary of Consolidated Quarterly Results and Trends
The following table sets forth our unaudited quarterly statements of operations data for each of the last eight quarters ended March 31, 2023. The information for each of these quarters has been prepared on the same basis as the audited annual financial statements included in our Annual Report and, in the opinion of management, includes all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the results of operations for these periods. This data should be read in conjunction with our audited consolidated financial statements and related notes thereto included in our Annual Report. These quarterly results of operations are not necessarily indicative of our future results of operations that may be expected for any future period.
(millions, except per share amounts) 2023 Q1 2022 Q4 2022 Q3 2022 Q2 2022 Q1 2021 Q4 2021 Q3 2021 Q2
REVENUE $ 686  $ 630  $ 615 $ 624 $ 599 $ 600 $ 556 $ 533
OPERATING EXPENSES
Salaries and benefits 428  349  346 356 342 332 309 299
Goods and services purchased 103  124  111 118 115 125 110 103
Share-based compensation 14  6 7 7 9 21 19
Acquisition, integration and other 16  23  7 6 4 5 6 7
Depreciation 33  36  29 30 29 30 29 29
Amortization of intangible assets 46  32  32 34 36 36 34 36
640  569  531 551 533 537 509 493
OPERATING INCOME 46  61  84 73 66 63 47 40
OTHER EXPENSES (INCOME)
Interest expense 33  12  10 10 9 8 10 12
Foreign exchange loss (gain) 18  (11) (14) (2) (1) (1)
INCOME BEFORE INCOME TAXES 12  31  85 77 57 57 38 29
Income taxes (2) (3) 26 21 23 21 15 13
NET INCOME $ 14  $ 34  $ 59 $ 56 $ 34 $ 36 $ 23 $ 16
Basic earnings per share $ 0.05  $ 0.13  $ 0.22 $ 0.21 $ 0.13 $ 0.14 $ 0.09 $ 0.06
Diluted earnings per share $ 0.05  $ 0.13  $ 0.22 $ 0.21 $ 0.13 $ 0.13 $ 0.09 $ 0.06
 
15


The quarter-over-quarter increase in consolidated revenue reflects the growth in both our organic customer base, as well as successful scale-up of new service programs provided to existing clients. Increased revenue also includes revenues from business acquisitions, including WillowTree which was acquired on January 3, 2023. Over the past few quarters, these increases were offset, in part, by the lower average EUR:USD exchange rate associated with the strengthening U.S. dollar against the European euro.
The quarter-over-quarter increases in salaries and benefits expense reflects increases in our team member base as required to service growing volumes from both our existing and new customers, the expansion of our service offerings and increased wages over time. During the three months ended March 31, 2023, in addition to the aforementioned trends, the higher salaries were due to the addition of WillowTree and temporarily disproportionate higher costs of service delivery in Europe, due in part to the lead time to implement ramp-down and other cost rationalization activities resulting from a reduction in service volumes by a leading social media client. Over the past few quarters, these increases were offset, in part, by the strengthening U.S. dollar and the lower average exchange rates against a variety of currencies that we operate in.
The quarter-over-quarter increase in goods and services purchased reflects increases in external labor to support the growth in our digital business, increases in our software licensing costs associated with our growing team member base and increase in administrative expenses to support growth in the overall business and business acquisitions. During the three months ended March 31, 2023, our goods and services purchased declined due to lower dependency on external contractors in favor of continued development and investment in internal capabilities, and the reduction of certain sales tax reserves based on our recent collection experience. Over the past few quarters, these increases were offset, in part, by the strengthening U.S. dollar and the lower average exchange rates against a variety of currencies that we operate in.
Share-based compensation fluctuates quarter-over-quarter, which generally reflects the timing of grant awards, and changes in the value of our equity and the impact of mark-to-market revaluation of liability-accounted awards. As we shifted our share-based compensation grants to equity-accounted awards starting in 2021, we expect less volatility in this expense over time as these awards are not subject to the mark-to-market revaluation impact of liability-accounted awards.
The quarter-over-quarter changes in acquisition, integration and other costs are dependent on a number of factors and are generally inconsistent in amount and frequency, as well as significantly impacted by the timing and size of business acquisitions and subsequent integration efforts. During the three months ended March 31, 2023, we incurred transaction and integration costs associated with our acquisition of WillowTree, and also initiated a personnel-related reorganization program related to our European operations, which resulted from a reduction in service volumes from a leading social media client.
The quarter-over-quarter increases in depreciation and amortization reflects increases due to growth in capital assets, which support the expansion of our delivery sites required to service customer demand, and growth in intangible assets recognized in connection with business acquisitions, including our acquisition of WillowTree.
The trend in net income reflects the items noted above, as well as the relative mix of income among the geographic areas and the associated tax rates for the countries within those areas and varying amounts of foreign exchange gains or losses. Historically, the trend in basic earnings per share has been impacted by the same trends as net income and the issuance of new shares.
16


Related Party Transactions
Recurring Transactions with TELUS Corporation
In 2021, we entered into an amended and restated TELUS MSA, which provide for a ten-year master services agreement and we also entered into a ten-year transition and shared services agreement with TELUS Corporation. Revenues earned pursuant to the TELUS MSA are recorded as revenue and fees incurred in connection with the shared services agreement for certain shared services provided to us are recorded as goods and services purchased.
The following table summarizes the transactions with TELUS and its subsidiaries:
Three Months Ended
March 31
(millions) 2023 2022
Revenue $ 131  $ 93 
Goods and services purchased (6) (10)
Total $ 125  $ 83 
Amounts Received from TELUS Corporation $ 117  $ 112 
Amounts Paid to TELUS Corporation $ 13  $ — 
Amounts receivable from TELUS Corporation were $89 million and $44 million as at March 31, 2023 and March 31, 2022, respectively, and amounts payable to TELUS Corporation were $121 million and $80 million as at March 31, 2023 and March 31, 2022, respectively. We also participate in defined benefit pension plans that share risks between TELUS Corporation and its subsidiaries.
Liquidity and Capital Resources
Capital resources
As at March 31, 2023, we had approximately $467 million (December 31, 2022 - $1,383 million) of available liquidity, comprised of cash and cash equivalents of $142 million (December 31, 2022 - $125 million), and available borrowings under our revolving credit facility of $325 million (December 31, 2022 - $1,258 million) (see Note 13(a)—Long-term debt—Credit facility in our condensed interim consolidated financial statements for the three months ended March 31, 2023 for additional details). Our objective when managing capital is to maintain a flexible capital structure that optimizes the cost and availability of capital at acceptable risk levels.
In the management of capital and in its definition, we include owners’ equity (excluding accumulated other comprehensive income), long-term debt (including long-term credit facilities and any hedging assets or liabilities associated with long-term debt items, net of amounts recognized in accumulated other comprehensive income) and cash and cash equivalents. We manage capital by monitoring the financial covenants prescribed in our credit facility. For additional information, see Note 13(a)—Long-term debt—Credit facility in our condensed interim consolidated financial statements for the three months ended March 31, 2023 for additional details.
We manage our capital structure and make adjustments to it in light of changes in economic conditions and the risk characteristics of our business. In order to maintain or adjust our capital structure, we may issue new shares, issue new debt with different terms or characteristics which may be used to replace existing debt, or pay down our debt balance with cash flows from operations. We believe that our financial objectives are supportive of our long-term strategy.
We monitor capital utilizing the financial covenants prescribed in our credit facility agreements. As at March 31, 2023, we were in compliance with all of our covenants including maintaining a net debt to EBITDA ratio as calculated in accordance with the credit facility of less than 4.25:1.00. For additional information, see Note 13(a)—Long-term debt—Credit facility in our condensed interim consolidated financial statements for the three months ended March 31, 2023.
17


The following table presents a summary of our cash flows and ending cash balances for the three-month periods ended March 31, 2023 and 2022.
  Three Months Ended
March 31
(millions) 2023 2022
Cash provided by operating activities $ 80  $ 129 
Cash used in investing activities (864) (21)
Cash provided by (used in) financing activities 800  (60)
Effect of exchange rate changes on cash (2)
Increase in cash position during the period $ 17  $ 46 
Cash and cash equivalents, beginning of period $ 125  $ 115 
Cash and cash equivalents, end of period $ 142  $ 161 
Operating activities
Comparison of Three Months Ended March 31, 2023 and 2022. For the three-month period ended March 31, 2023, we generated cash from operating activities of $80 million, a decrease of $49 million from the comparative prior quarter. This decrease was primarily driven by higher net outflows from working capital primarily arising from our acquisition of WillowTree, which included payments for transaction costs that we incurred to acquire the company, as well as the payments for transaction costs incurred by WillowTree prior to the acquisition that were assumed liabilities as part of the acquisition.
Investing activities
Comparison of Three Months Ended March 31, 2023 and 2022. For the three-month period ended March 31, 2023, we used $864 million cash, an increase of $843 million compared to $21 million in the comparative prior quarter. The increase was due to the cash used to partially fund our acquisition of WillowTree.
Financing activities
Comparison of Three Months Ended March 31, 2023 and 2022. For the three-month period ended March 31, 2023, $800 million of cash was provided from financing activities, compared to a use of $60 million of cash in the comparative prior quarter. The increase in cash provided was a result of the borrowings made under our amended credit facility to partially fund the acquisition of WillowTree. This increase was offset, in part, by repayments of debt assumed in the WillowTree acquisition, repayments of lease liabilities, and principal repayments against our amended credit facility.
Future Capital Requirements
We believe that our existing cash and cash equivalents combined with our expected cash flow from operations and liquidity available under our credit facilities will be sufficient to meet our projected operating and capital expenditure requirements for at least the next 12 months and we possess the financial flexibility to execute our strategic objectives, including the ability to make acquisitions and strategic investments in the foreseeable future. Our ability to generate cash, however, is subject to our performance, general economic conditions, industry trends and other factors. To the extent that existing cash and cash equivalents and operating cash flow are insufficient to fund our future activities and requirements, we may need to raise additional funds through equity or debt financing. If we raise funds through the issuance of additional debt, we may be subject to additional contractual restrictions on our business. There is no assurance that we would be able to raise additional funds on favorable terms or at all. See “Item 3D—Risk Factors—Risks Related to Our Business—We may need to raise additional funds to pursue our growth strategy or continue our operations, and we may be unable to raise capital when needed or on acceptable terms, which could lead us to be unable to expand our business” in our Annual Report.
Net Debt and Adjusted EBITDA, both as per our credit agreement, are used to calculate our leverage ratio debt covenant (Net Debt to Adjusted EBITDA Leverage Ratio), as presented below. We seek to maintain a Net Debt to Adjusted EBITDA Leverage Ratio in the range of 2-3x. As of March 31, 2023, our Net Debt to Adjusted EBITDA Leverage Ratio was 2.8x. We may deviate from our target Net Debt to Adjusted EBITDA Leverage Ratio to pursue acquisitions and other strategic opportunities that may require us to borrow additional funds and, additionally, our ability to maintain this targeted ratio depends on our ability to continue to grow our business, general economic conditions, industry trends and other factors.
18


The following table presents a calculation of our Net Debt to Adjusted EBITDA Leverage Ratio as at March 31, 2023, compared to December 31, 2022.
As at (millions except for ratio) March 31, 2023 December 31, 2022
 
Outstanding credit facility $ 1,675  $ 742 
Contingent facility utilization
Liability related to provisions for written put options1
74  — 
Net derivative liabilities
Cash balance2
(142) (125)
Net Debt as per credit agreement $ 1,615  $ 625 
Adjusted EBITDA (trailing 12 months)3
$ 620  $ 607 
Adjustments required as per credit agreement $ (47) $ (63)
Net Debt to Adjusted EBITDA Leverage Ratio as per credit agreement 2.8  1.1 
1.Reflects the undiscounted amount payable in cash on the estimated provisions for written put options arising from our acquisition of WillowTree.
2.Maximum cash balance permitted as a reduction to net debt, as per the credit agreement, is $150 million.
3.Adjusted EBITDA is a non-GAAP financial measure, see section “—Non-GAAP Financial Measures and Non-GAAP Ratios” for more information.
Capital Expenditures
Three Months Ended
March 31
(millions) 2023 2022
Capital expenditures $ 15  $ 25 
Comparison of Three Months Ended March 31, 2023 and 2022. Capital expenditures decreased by $10 million to $15 million for the three months ended March 31, 2023. The decrease was primarily due to higher expenditures on facility build-outs in the prior comparative period, along with lower investments in the current period.
Contractual Obligations
Our principal sources of liquidity are cash generated from operations, our available credit facility, and to a lesser extent, our cash and cash equivalents. For the three months ended March 31, 2023, our cash provided by operations was $80 million. As of March 31, 2023, available borrowings under the revolving credit facility of our amended credit facility were $325 million, and our cash and cash equivalents balance was $142 million.
19


Our primary uses of liquidity are cash used in our normal business operations such as employee compensation expense, goods and services purchased, and working capital requirements. In addition, we are required to meet the payment obligations under our credit facility and lease agreements. We expect that our cash flow from operations and our available cash and cash equivalents (including the revolving component of our credit facility) will be sufficient to meet our ongoing cash flow needs and operating requirements. The expected maturities of our undiscounted financial liabilities, excluding long-term-debt, do not differ significantly from the contractual maturities, other than as noted below. The contractual maturities of our undiscounted financial liabilities, as at March 31, 2023 including interest thereon (where applicable), are as set out in the following table:
  Non-derivative Derivative  
      Composite long-term debt Currency swap agreement amounts to be exchanged  
For each fiscal year ending December 31, (millions) Non-
interest
bearing
financial
liabilities
Due to
affiliated
companies
Long-term
debt,
excluding
leases
Leases (Receive) Pay Interest
rate swap
agreement
Total
2023 (balance of year) $ 331  $ 121  $ 133  $ 60  $ (132) $ 119  $ —  $ 632 
2024 48  —  173  67  (61) 51  —  278 
2025 10  —  168  56  (39) 33  (1) 227 
2026 78  —  164  47  (40) 125  (1) 373 
2027 136  —  160  31  (36) 50  (1) 340 
Thereafter 69  —  1,391  65  (342) 341  —  1,524 
Total $ 672  $ 121  $ 2,189  $ 326  $ (650) $ 719  $ (3) $ 3,374 
Off-Balance Sheet Arrangements
We do not have any material obligations under guarantee contracts or other contractual arrangements other than as disclosed in Note 15—Contingent liabilities in the notes to our condensed interim consolidated financial statements for the three-month period ended March 31, 2023, and Note 17—Contingent liabilities in the notes to our audited consolidated financial statements for the year ended December 31, 2022 included in our Annual Report. We have not entered into any transactions with unconsolidated entities where we have financial guarantees, subordinated retained interests, derivative instruments, or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligation under a variable interest in an unconsolidated entity that provides financing, liquidity, market risk, or credit risk support to us, or engages in leasing, hedging, or research and development services with us.
Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
Amounts drawn on our long-term debt facilities expose us to changes in interest rates. Holding other variables constant, including the total amount of outstanding indebtedness, a 25-basis-point increase in interest rates on our variable-rate debt would cause an estimated decrease in net income of approximately $3 million per year, based on the amounts outstanding as at March 31, 2023.
Foreign Currency Risk
Our consolidated financial statements are reported in U.S. dollars but our international operating model exposes us to foreign currency exchange rate changes that could impact the translation of foreign denominated assets and liabilities into U.S. dollars and future earnings and cash flows from transactions denominated in different currencies. The European euro is the foreign currency to which we currently have the largest exposure. The sensitivity analysis of our exposure to foreign currency risk at the reporting date has been determined based upon a hypothetical change taking place at the relevant statement of financial position date. The European euro, Canadian dollar and Philippine peso denominated balances as at the statement of financial position dates have been used in the calculations below.
20


Net income Other comprehensive income Comprehensive income
Three months ended March 31, 2023 2022 2023 2022 2023 2022
Reasonably possible changes in market risks            
10% change in US$: CDN$ exchange rate
US$ appreciates $ $ 16  $ —  $ —  $ $ 16 
US$ depreciates $ (6) $ (16) $ —  $ —  $ (6) $ (16)
10% change in US$: Euro exchange rate            
US$ appreciates $ 16  $ $ (45) $ (46) $ (29) $ (37)
US$ depreciates $ (16) $ (9) $ 45  $ 46  $ 29  $ 37 
10% change in US$: Peso exchange rate
US$ appreciates $ (2) $ —  $ —  $ —  $ (2) $ — 
US$ depreciates $ $ —  $ —  $ —  $ $ — 
We therefore face exchange rate risk through fluctuations in relative currency prices, which are unpredictable and costly to hedge. Appreciation of foreign currencies against the United States dollar will increase our cost of doing business and could adversely affect our business, financial condition or financial performance. Our foreign exchange risk management includes the use of swaps to manage the currency risk associated with European euro denominated inflows being used to service the United States dollar denominated debt, as well as foreign currency forward contracts to fix the exchange rates on short-term Philippine peso denominated transactions and commitments.
Changes in Internal Control over Financial Reporting and Scope Exemption
Changes in internal control over financial reporting
For the three-month period ended March 31, 2023, 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.
Scope Exemption
On January 3, 2023, we acquired WillowTree. We are currently in the process of evaluating and integrating WillowTree’s controls over financial reporting, which may result in changes or additions to our internal control over financial reporting. Under guidelines established by the SEC and in accordance with National Instrument 52‑109 Certification of Disclosure in Issuers’ Annual and Interim Filings, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company. In our assessment of the scope of disclosure controls and procedures and internal control over financial reporting, we have excluded the controls, policies and procedures of WillowTree from the assessment of internal control over financial reporting at March 31, 2023. We will continue to evaluate the effectiveness of internal controls over financial reporting as we complete the integration of WillowTree.
From January 3, 2023 (the acquisition date) to March 31, 2023, WillowTree generated revenue of $57 million and net loss of $20 million, which included amortization of intangible assets and interest expense on incremental borrowings on our credit facility, both arising from this transaction. As at March 31, 2023, WillowTree’s current assets and current liabilities represented approximately 8% and 4% of TELUS International’s consolidated current assets and current liabilities, respectively, while WillowTree’s non-current assets (which included intangible assets and goodwill, both arising from the acquisition) and non-current liabilities (which included deferred income tax liabilities and incremental borrowings on our credit facility, both arising from the acquisition) represented approximately 32% and 55% of TELUS International’s consolidated non-current assets and non-current liabilities, respectively. Further details on the acquisition, including the amounts recognized for the assets acquired and liabilities assumed as at the acquisition date are described in Note 11(b)—Intangible assets and goodwill—Business acquisitions in our condensed interim consolidated financial statements for the three-month period ended
March 31, 2023.
21


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This discussion contains forward-looking statements concerning our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business, result of operations and financial condition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim”, “anticipate”, “assume”, “believe”, “contemplate”, “continue”, “could”, “due”, “estimate”, “expect”, “goal”, “intend”, “may”, “objective”, “plan”, “predict”, “potential”, “positioned”, “seek”, “should”, “target”, “will”, “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. These forward-looking statements are based on our current expectations, estimates, forecasts and projections about our business and the industry in which we operate and management's beliefs and assumptions, and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements may turn out to be inaccurate. Factors that may cause actual results to differ materially from current expectations include, among other things, those factors listed under “Risk Factors” in our Annual Report for the year ended December 31, 2022, filed with the SEC on EDGAR and with the Canadian securities regulators on SEDAR.
22
EX-99.3 4 q12023exhibit993.htm EX-99.3 Document

Exhibit 99.3
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
TELUS International (Cda) Inc.
I, Jeffrey Puritt, Chief Executive Officer of TELUS International (Cda) Inc., certify the following:
1.Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of TELUS International (Cda) Inc. (the "issuer") for the interim period ended March 31, 2023.
2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
5.2N/A
5.3Limitation on scope of design: The issuer has disclosed in its interim MD&A
(a)the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of
(i)a proportionately consolidated entity in which the issuer has an interest;



(ii)a special purpose entity in which the issuer has an interest; or
(iii)a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and
(b)summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements.
6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2023 and ended on March 31, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: May 4, 2023.
/s/ Jeffrey Puritt
Jeffrey Puritt
President and Chief Executive Officer

EX-99.4 5 q12023exhibit994.htm EX-99.4 Document

Exhibit 99.4
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
TELUS International (Cda) Inc.
I, Vanessa Kanu, Chief Financial Officer of TELUS International (Cda) Inc., certify the following:
1.Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of TELUS International (Cda) Inc. (the "issuer") for the interim period ended March 31, 2023.
2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
5.2N/A
5.3Limitation on scope of design: The issuer has disclosed in its interim MD&A
(a)the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of
(i)a proportionately consolidated entity in which the issuer has an interest;



(ii)a special purpose entity in which the issuer has an interest; or
(iii)a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and
(b)summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements.
6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2023 and ended on March 31, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: May 4, 2023.
/s/ Vanessa Kanu
Vanessa Kanu
Chief Financial Officer