Financial Statements. For the three months ended March 31, Manitoba Telecom Services Inc.

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1 Financial Statements For the three months ended March 31, 2013 Manitoba Telecom Services Inc.

2 CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME AND OTHER COMPREHENSIVE INCOME For the three months ended March (in millions of Canadian dollars, except earnings per share) Note (restated - Note 4) Operating revenues $ $ Operating expenses Operations Depreciation and amortization Operating income Other expense Finance costs (0.2) (0.7) (20.2) (19.9) Income before income taxes Income tax expense Net income for the period $ 30.9 $ 45.4 Other comprehensive income Items never subsequently reclassified to net income Net actuarial gains from defined benefit plans and other employee benefits $ 58.0 $ 68.4 Deferred taxes on items in other comprehensive income (15.6) (17.5) Other comprehensive income for the period, net of tax Total comprehensive income for the period $ 73.3 $ 96.3 Basic and diluted earnings per share 7 $ 0.46 $ 0.69 Page 1

3 CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Share Contributed (in millions of Canadian dollars) Note capital surplus Deficit Total Balance at December 31, 2012 $ 1,337.2 $ 21.2 $ (549.3) $ Prior period adjustment Restated balance as at December 31, , (536.8) Net income for the period Other comprehensive income for the period Total comprehensive income for the period Share-based compensation Issuance of shares Dividends declared - - (28.6) (28.6) Balance at March 31, 2013 $ 1,345.7 $ 21.3 $ (492.1) $ Balance at December 31, 2011 $ 1,303.7 $ 20.6 $ (534.6) $ Prior period adjustment Restated balance as at December 31, , (522.1) Net income for the period, as restated Other comprehensive income for the period, as restated Total comprehensive income for the period Share-based compensation Issuance of shares Dividends declared - - (28.2) (28.2) Balance at March 31, 2012 $ 1,311.8 $ 20.8 $ (454.0) $ Page 2

4 CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION March 31 December (in millions of Canadian dollars) Note (restated - Note 3) Assets Current assets Accounts receivable $ $ Prepaid expenses Inventories Property, plant and equipment 1, ,559.5 Intangible assets Other assets Deferred tax assets Total assets $ 2,698.4 $ 2,731.8 Liabilities and shareholders' equity Current liabilities Bank indebtedness $ 12.2 $ 12.6 Accounts payable and accrued liabilities Advance billings and payments Current provisions Notes payable Long-term debt Long-term provisions Employee benefits Other long-term liabilities Deferred tax liabilities Total liabilities 1, ,910.2 Shareholders' equity Share capital 10 1, ,337.2 Contributed surplus Deficit (492.1) (536.8) Total liabilities and shareholders' equity $ 2,698.4 $ 2,731.8 Page 3

5 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the three months ended March (in millions of Canadian dollars) Note (restated - Note 4) Cash flows from operating activities Net income $ 30.9 $ 45.4 Add items not affecting cash Depreciation and amortization Deferred income tax expense Loss on disposal of assets Deferred wireless costs (13.5) (16.3) Pre-funded pension solvency payments (70.0) - Other pension funding and net pension expense Other, net (4.1) (3.3) Changes in non-cash working capital (42.6) (35.7) Cash flows from operating activities Cash flows from investing activities Capital expenditures (66.7) (76.9) Other, net (1.0) (1.1) Cash flows used in investing activities (67.7) (78.0) Cash flows from financing activities Dividends paid (28.5) (28.1) Issuance of notes payable Issuance of share capital Other, net (0.1) 0.2 Cash flows from (used in) financing activities 66.4 (19.8) Change in cash and cash equivalents 0.4 (20.5) (Bank indebtedness) cash and cash equivalents, beginning of period (12.6) 16.8 Bank indebtedness, end of period $ (12.2) $ (3.7) Page 4

6 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012 All amounts are in millions of Canadian dollars, unless otherwise indicated 1. CORPORATE INFORMATION Manitoba Telecom Services Inc. ( the Company ) is incorporated in Manitoba, Canada, and its Common Shares are listed on the Toronto Stock Exchange. The Company s head and registered office is located at 333 Main Street, P.O. Box 6666, Winnipeg, Manitoba, Canada, R3C 3V6. 2. SIGNIFICANT ACCOUNTING POLICIES Statement of compliance These interim condensed consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards ( IFRS ) are in compliance with International Accounting Standard ( IAS ) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board ( IASB ). These interim condensed consolidated financial statements have been prepared using the same accounting policies and methods of application as those used in the Company s audited consolidated financial statements for the year ended December 31, 2012, except as described in Note 4. These interim condensed consolidated financial statements should be read in conjunction with the Company s audited consolidated financial statements for the year ended December 31, These interim condensed consolidated financial statements were approved by the Board of Directors on May 8, Basis of presentation These interim condensed consolidated financial statements have been prepared on a historical cost basis, which is generally based on the fair value of the consideration at the time of the transaction. These interim condensed consolidated financial statements are presented in millions of Canadian dollars unless otherwise indicated. 3. PRIOR PERIOD ADJUSTMENT During the first quarter of 2013, the Company reevaluated the assumptions underlying its finance lease obligation and determined, in conjunction with the renewal of the lease arrangement, that the liability associated with the prior lease was overstated. As a result, the Company has retroactively adjusted its statements of financial position and statements of changes in equity to reflect the correction of this error. This adjustment has no impact on the current or prior years statements of net income or statements of cash flows. The adjustment decreases the opening deficit by $12.5 million, increases accounts payable and accrued liabilities by $1.0 million, decreases property, plant and equipment by $0.5 million, and eliminates the current and long-term portions of the finance lease obligations of $6.5 million and $7.5 million, respectively. 4. ADOPTION OF NEW ACCOUNTING STANDARDS Effective January 1, 2013, the Company adopted the following IFRS standards: IFRS 10, Consolidated Financial Statements IFRS 10, Consolidated Financial Statements, provides a single consolidation model that identifies control as the basis for consolidation for all types of entities. IFRS 10 replaces IAS 27, Consolidated and Separate Financial Statements, and Standing Interpretations Committee ( SIC ) 12, Consolidation - Special Purpose Entities. IFRS 11, Joint Arrangements IFRS 11, Joint Arrangements, describes the accounting for arrangements in which there is joint control by focusing on the rights and obligations of the arrangement, rather than its legal form. IFRS 11 also removes the ability to use proportionate consolidation for joint ventures. IFRS 11 replaces IAS 31, Interests in Joint Ventures, and SIC 13, Jointly Controlled Entities - Non-Monetary Contributions by Venturers. Page 5

7 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012 All amounts are in millions of Canadian dollars, unless otherwise indicated 4. ADOPTION OF NEW ACCOUNTING STANDARDS (continued) IFRS 12, Disclosure of Interests in Other Entities IFRS 12, Disclosure of Interests in Other Entities, is a new standard that addresses the disclosure requirements for all interests in other entities, including subsidiaries, joint arrangements, associates and unconsolidated structured entities. IFRS 13, Fair Value Measurement IFRS 13, Fair Value Measurement, replaces the fair value measurement guidance currently dispersed across different IFRS standards with a single definition of fair value and a comprehensive framework for measuring fair value when such measurement is required under other IFRSs. It also establishes disclosure requirements about fair value measurements. These standards have been adopted and applied in these interim condensed consolidated financial statements. The application of these standards has not had any impact on the amounts reported for the current or prior year. Amended IAS 19, Employee Benefits Effective January 1, 2013, the Company adopted the amended version of IAS 19, Employee Benefits which amends the accounting for pensions and other post-employment benefits. It changes the method of calculating the net interest component of pension expense and also expands disclosure requirements for defined benefit plans, providing additional information about the characteristics and associated risks of defined benefit plans. The accounting treatment for termination benefits has also been modified, specifically the point in time when an entity would recognize a liability for termination benefits. The amended standard is to be applied retrospectively. In comparison to the Company s previous accounting policies and basis of presentation, the primary difference in the amended version of IAS 19 is that the current defined benefit plan expense components of interest cost and expected return on plan assets is replaced by the component net interest. Net interest is determined for each defined benefit plan by taking the plan s net surplus or deficit and multiplying it by the liability discount rate. The Company will now recognize the net interest of its defined benefit plans as a component of finance costs. The Company expects that over the long term, the rate of return on plan assets for its defined benefit plans will exceed the liability discount rate because a significant component of the defined benefit plan s assets are invested in equities and real estate. The difference between the actual rate of return on plan assets and the liability discount rate will be recognized in other comprehensive income. As a result, net income will decrease, with a corresponding decrease in other comprehensive loss. This change in accounting policy has been implemented retrospectively. The amended standard did not affect the Company s statement of financial position. The effect on the Company s condensed consolidated statement of net income and other comprehensive income, and on earnings per share is as follows: For the three months ended March 31, 2012 As previously reported Amended IAS 19 impact As restated Operating expenses Finance costs Income tax expense 6.3 (2.9) 3.4 Net income 53.1 (7.7) 45.4 Other comprehensive income Basic and diluted earnings per share ($) 0.80 (0.11) 0.69 Page 6

8 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012 All amounts are in millions of Canadian dollars, unless otherwise indicated 4. ADOPTION OF NEW ACCOUNTING STANDARDS (continued) For the year ended December 31, 2012 As previously reported Amended IAS 19 impact As restated Operating expenses 1, ,118.9 Finance costs Income tax expense 50.0 (11.5) 38.5 Net income (30.9) Other comprehensive loss (76.9) 30.9 (46.0) Basic and diluted earnings per share ($) 2.63 (0.46) ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE The Company has not yet adopted certain standards, interpretations to existing standards and amendments which have been issued but have an effective date of later than January 1, With the exception of IFRS 9, Financial Instruments, many of these updates are not relevant to the Company and are therefore not discussed. IFRS 9, issued by the IASB in November 2009 and amended in October 2010, introduces new requirements for the classification and measurement of financial assets and liabilities. IFRS 9 requires all financial assets within the scope of IAS 39, Financial Instruments Recognition and Measurement, to be subsequently measured at amortized cost or fair value, replacing the multiple classification options in IAS 39. IFRS 9 also requires an entity choosing to measure a financial liability at fair value to present the portion of the change in its fair value due to changes in the entity s own credit risk in the other comprehensive income section of the income statement, rather than within the statement of net income. IFRS 9 is effective for annual periods beginning on or after January 1, 2015, with earlier application permitted. The adoption of this standard is not expected to have a material impact on the Company s results and financial position. 6. INCOME TAX EXPENSE Income tax expense is comprised of deferred income taxes of $12.1 million (2012 $3.4 million). Reconciliations between income tax expense and accounting income multiplied by the applicable tax rate for the three months ended March 31, 2013 and March 31, 2012 are as follows: % $ % $ Net income before income taxes Income tax at combined federal and provincial statutory tax rate Effect of: Change in the expected tax rate applicable to deferred tax assets - - (20.9) (10.2) Rate differential on temporary differences - - (0.2) (0.1) Other items Income tax reported in the consolidated statements of net income The statutory tax rate used represents the combined federal and provincial statutory tax rates applicable to the Company s major operating entity. In 2012, the deferred tax asset was increased by $10.2 million, due to a change in the expected tax rate applicable to the deferred tax assets. Page 7

9 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012 All amounts are in millions of Canadian dollars, unless otherwise indicated 6. INCOME TAX EXPENSE (continued) In April 2013, the Company received notification from the Canada Revenue Agency ( CRA ) that CRA would not accept the Company s proposal to settle all outstanding audit issues related to losses accumulated by Allstream and its predecessor companies prior to its acquisition in The Company strongly disagrees with CRA and intends to defend its position through the various options open to it. Therefore, it is not possible to quantify the impact at this time. An unfavourable resolution of these issues would not result in any immediate cash tax outlays, but could result in MTS Inc. becoming cash taxable earlier than previously forecast. 7. EARNINGS PER SHARE The following table provides a reconciliation of the information used to calculate basic and diluted earnings per share: Net income for the period Basic and diluted Weighted average shares outstanding (in millions) Weighted average number of shares outstanding basic and diluted Earnings per share ($) Basic and diluted earnings per share The diluted earnings per share calculation excludes the effect of anti-dilutive options. The number of excluded options was 2,357,807 (2012 1,610,944). 8. DIVIDENDS On May 8, 2013, the Company s Board of Directors declared a quarterly cash dividend of $0.425 per share. During the three months ended March 31, 2013, the Company paid cash dividends of $0.425 per share (2012 $0.425). 9. NOTES PAYABLE As at March 31, 2013, the Company had issued $65.0 million in notes payable under its syndicated credit facility and $76.0 million of shortterm borrowings under the Company s accounts receivable securitization program. 10. SHARE CAPITAL As at March 31, 2013, share capital consists of 67,269,231 issued and outstanding Common Shares (December 31, ,994,852). During the three months ended March 31, 2013, 274,379 Common Shares were issued under the Company s Dividend Reinvestment Plan. These shares were issued for net proceeds of $8.5 million and credited to share capital. Page 8

10 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012 All amounts are in millions of Canadian dollars, unless otherwise indicated 11. SEGMENTED INFORMATION As at March 31, 2013, the Company had two reportable operating segments: MTS and Allstream. MTS provides a full range of wireless, broadband, high-speed Internet, IPTV, converged IP, unified communications, security, home alarm monitoring, local access and long distance services to residential and business customers in Manitoba. Allstream provides IP-based communications, unified communications, hosting, voice and data connectivity, and security services to business customers in Canada. The Company evaluates performance based on earnings before interest, taxes, depreciation and amortization and other expense ( EBITDA ). EBITDA, as reported below, includes intersegment revenues and expenses. The Company accounts for intersegment revenues and expenses at either prices that approximate current market prices or cost, depending on the type of service. The following tables provide further segmented information: MTS Allstream Other Intersegment eliminations Consolidated Three months ended March Operating revenues Wireless Broadband and converged IP Unified communications, hosting, security and monitoring Local access Long distance and legacy data Other (8.5) (8.8) Total operating revenues (8.5) (8.8) EBITDA (0.2) (0.7) Depreciation and amortization Capital expenditures Reconciliation to consolidated income before income taxes is as follows: Three months ended March Income before income taxes Total EBITDA Depreciation and amortization (85.2) (78.5) Other expense (0.2) (0.7) Finance costs (20.2) (19.9) Income before income taxes SUBSEQUENT EVENT In April 2013 the Company commenced a workforce reduction program with an estimated cost of $10 million which will be recognized in the second quarter of Page 9

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