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**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C. 20549**

 

**FORM 40-F**

 

**o****REGISTRATION STATEMENTPURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**OR**

 

**x****ANNUAL REPORT PURSUANT TOSECTION 13(A) OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**Forthe fiscal year ended December 31, 2009                                           CommissionFile Number 000-24876**

 

**TELUS Corporation**

(Exact Name of Registrant asspecified in its charter)

 

**British Columbia, Canada**

(Province or otherjurisdiction of incorporation or organization)

 

**4812**

(Primary Standard IndustrialClassification Code Number (if applicable))

 

**8 — 555 Robson Street**

**Vancouver, BritishColumbia  V6B 3K9, Canada**

**(604) 697-8044**

(Address and telephonenumber of Registrant’s principal executive offices)

 

**CT Corporation System, 111Eighth Avenue, 13th Floor**

**New York, New York 10011**

**(212) 590-9200**

(Name, Address (includingzip code) and Telephone Number of Agent

for Service in the UnitedStates)

 

Securities registeredpursuant to section 12(b) of the Act.

 

| ** **                             | ** ** | **Name of each exchange** |
|----------------------------------------|------------|------------------------------------------|
| **Title of Each Class** | ** ** | **On Which Registered**        |
| **Non-Voting Shares**                  | ** ** | **New York Stock Exchange**              |

 

Securities registered or tobe registered pursuant to Section 12(g) of the Act.

 

**None**

(Title of Class)

 

Securities for which thereis a reporting obligation pursuant to Section 15(d) of the Act.

 

**8.0% Notes due 2011**

**5.00% Notesdue 2013**

**4.50% Notesdue 2012**

**4.95% Notesdue 2017**

**5.05% Notesdue 2019**

(Title of Class)

 

For annual reports, indicateby check mark the information filed with this Form:

 

x Annualinformation form            xAudited annual financial statements

 

Indicate the number ofoutstanding shares of each of the issuer’s classes of capital or common stockas of December 31, 2009:

 

174,819,020 Common VotingShares and 142,875,516 Non-Voting Shares

 

Indicate by check markwhether the Registrant by filing the information contained in this Form isalso thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) underthe Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked,indicate the filing number assigned to the Registrant in connection with suchRule.

 
| Yes |   | o |   |   |   | No |   | x |   |
|-----|--------|---|--------|--------|--------|----|--------|---|--------|

 

Indicate by check markwhether the Registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Exchange Act during the preceding 12 months (or for suchshorter period that the Registrant was required to file such reports) and (2) hasbeen subject to such filing requirements for the past 90 days.

 
| Yes |   | x |   |   |   | No |   | o |   |
|-----|--------|---|--------|--------|--------|----|--------|---|--------|

 

Indicate by check markwhether the Registrant has submitted electronically and posted on its corporatewebsite, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)during the preceding 12 months (or for such shorter period that the Registrantwas required to submit and post such files).

 
| Yes |   | o |   |   |   | No |   | x |   |
|-----|--------|---|--------|--------|--------|----|--------|---|--------|

 

 

 

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**TABLE OF CONTENTS**

 
| CONTROLS AND  PROCEDURES                       | 3 |
|------------------------------------------------|---|
| IDENTIFICATION  OF AUDIT COMMITTEE             | 3 |
| AUDIT  COMMITTEE FINANCIAL EXPERT              | 3 |
| CODE OF ETHICS                                 | 3 |
| PRINCIPAL  ACCOUNTANT FEES AND SERVICES        | 4 |
| OFF-BALANCE  SHEET ARRANGEMENTS                | 5 |
| TABULAR  DISCLOSURE OF CONTRACTUAL OBLIGATIONS | 5 |
| UNDERTAKING                                    | 5 |
| SIGNATURES                                     | 6 |
| EXHIBIT INDEX                                  | 7 |

 

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# **CONTROLSAND PROCEDURES**

# ** **

**DisclosureControls and Procedures**

 

Based on the evaluation byTELUS Corporation (“TELUS” or the “Registrant”) as of December 31, 2009 ofthe effectiveness of the design and operations of the Registrant’s disclosurecontrols and procedures under the supervision of the Audit Committee, includingthe Registrant’s Chief Executive Officer and Chief Financial Officer, the ChiefExecutive Officer and Chief Financial Officer have concluded that the Registrant’sdisclosure controls and procedures as defined in Rule 13a-15(e) underthe Securities and Exchange Act of 1934 (the “Exchange Act”) are effective toensure that information required to be disclosed by the Registrant in reportsthat it files or submits under the Exchange Act is recorded, processed,summarized and reported within the time periods specified in the United StatesSecurities and Exchange Commission (“SEC”) rules and forms.

 

**Management’sAnnual Report on Internal Control over Financial Reporting**

 

Thereport of management on our internal control over financial reporting islocated under the heading “Management’s Annual Report on Internal Control OverFinancial Reporting” in our audited consolidated financial statements, whichare filed as Exhibit 99.4 to this annual report on Form 40-F and isincorporated by reference herein.

 

**AttestationReport of the Registered Public Accounting Firm**

 

Theattestation report on our internal control over financial reporting is locatedunder the heading “Report of Independent Registered Chartered Accountants” inour audited consolidated financial statements, which are filed as Exhibit 99.4to this annual report on Form 40-F and is incorporated by referenceherein.

 

**Changesin Internal Controls**

 

Therewere no changes in our internal control over financial reporting identified inconnection with the above evaluation that occurred during the period covered bythis annual report on Form 40-F that have materially affected, or arereasonably likely to materially affect, our internal control over financialreporting.

 

# **IDENTIFICATIONOF AUDIT COMMITTEE**

# ** **

TELUShas a separately designated standing Audit Committee.  The current members of the Audit Committeeare Brian F. MacNeill (Chair), William A. MacKinnon, John Lacey and RonTriffo.  All members of the Committee are“independent” as such term is defined under applicable securities laws andapplicable New York Stock Exchange (“NYSE”) rules.

 

# **AUDITCOMMITTEE FINANCIAL EXPERT**

# ** **

TheBoard of Directors (the “Board”) of TELUS has determined that Brian A.MacNeill, the Audit Committee Chair, is an “audit committee financial expert”as such term is defined by U.S. securities laws and “independent” as notedabove.  The information contained underthe heading “Audit Committee” on page 23 of TELUS’ 2009 Annual InformationForm, filed as Exhibit 99.3 to this annual report on Form 40-F, isincorporated by reference herein.

 

# **CODEOF ETHICS**

# ** **

TheRegistrant has adopted an Ethics Policy that applies to all directors,officers, including the Chief Executive Officer and the Chief FinancialOfficer, and employees.  The Policy hasbeen posted on the Registrant’s Internet website at about.telus.com.  The Policy is also available to any person,upon request, 

 

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withoutcharge by contacting TELUS Investor Relations at 1-800-667-4871 or 555 RobsonStreet, Vancouver, B.C. V6B 3K9.

 

# **The Board amended the Policy in 2009 to clarify thatwaivers of the Policy for executive officers or members of the Board ofDirectors must receive prior approval by the Board of Directors or its delegateand that such disclosures must be disclosed subject to the TELUS Policy on CorporateDisclosure and Confidentiality of Information. Any waivers of the Policy for any other employees must receive priorapproval from the Senior Vice-President, Chief General Counsel &Corporate Secretary, together with the Vice-President, Risk Management &Chief Internal Auditor and must be promptly reported to the AuditCommittee.  The Board also made otherminor amendments to the Policy.**

# ** **

# **PRINCIPALACCOUNTANT FEES AND SERVICES**

# ** **

Thefollowing table is a summary of billing by Deloitte & Touche LLP, asexternal auditors of TELUS, during the period from January 1, 2009 to December 31,2009 (all amounts are in Canadian dollars):

 
| **Type  of work**  | ** ** | **Deloitte & Touche** | ** **    | **%**      | ** ** |
|--------------------|------------|--------------------------------|---------------|------------|------------|
| Audit fees         |       | $                              | 3,744,786     |       | 95.8       |   |
| Audit-related fees |       | $                              | 162,500       |       | 4.2        |   |
| Tax fees           |       | —                         |          | —     |       |
| All other fees     |       | —                         |          | —     |       |
| **Total**          | ** ** | **$**                          | **3,907,286** | ** ** | **100**    | ** ** |

 

Thefollowing table is a summary of billing by Deloitte & Touche LLP, asexternal auditors of TELUS, during the period from January 1, 2008 to December 31,2008 (all amounts are in Canadian dollars):

 
| **Type  of work**  | ** ** | **Deloitte & Touche** | ** **    | **%**      | ** ** |
|--------------------|------------|--------------------------------|---------------|------------|------------|
| Audit fees         |       | $                              | 3,783,672     |       | 94.3       |   |
| Audit-related fees |       | $                              | 184,500       |       | 4.6        |   |
| Tax fees           |       | $                              | 45,410        |       | 1.1        |   |
| All other fees     |       | —                         |          | —     |       |
| **Total**          | ** ** | **$**                          | **4,013,582** | ** ** | **100**    | ** ** |

 

TELUS’policy regarding pre-approval of all audit, audit related and non-auditservices provided by its External Auditor is based upon compliance with theSarbanes-Oxley Act of 2002, the subsequent implementation rule from theSEC titled “Final Rule: Strengthening the Commission’s Requirements RegardingAuditor Independence” and any additional determinations regarding impermissibleservices issued by the Public Company Accounting Oversight Board (PCAOB).

 

Allrequests for non-prohibited audit, audit related and non-audit servicesprovided by TELUS’ External Auditor and its affiliates to TELUS are required tobe pre-approved by the Audit Committee of TELUS’ Board of Directors.  To enable this, TELUS has implemented aprocess by which all requests for services involving the External Auditor arerouted for review by the VP Risk Management and Chief Internal Auditor tovalidate that the requested service is a non-prohibited service and to verifythat there is a compelling business reason for the request.  If the request passes this review, it is thenforwarded to the Chief Financial Officer for further review.  Pending the Chief Financial Officer’saffirmation, the request is then presented to the Audit Committee for itsreview, evaluation and pre-approval or denial at its next scheduled quarterlymeeting.  If the timing of the request isurgent, it is provided to the Audit Committee Chair for his review, evaluationand pre-approval or denial on behalf of the Audit Committee (with the fullcommittee’s review at the next scheduled quarterly meeting).  Throughout the year, the Audit Committeemonitors the actual versus approved expenditure for each of the approvedrequests.

 

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# **OFF-BALANCESHEET ARRANGEMENTS**

# ** **

TheRegistrant has no off-balance sheet arrangements.

 

# **TABULARDISCLOSURE OF CONTRACTUAL OBLIGATIONS**

# ** **

Theinformation provided under the heading “Contractual obligations” set forthunder the heading “Financial instruments, commitments and contingentliabilities” set forth in the Management’s Discussion and Analysis filed as Exhibit 99.4 to this annual report on Form 40-F,is incorporated by reference herein.

 

# **UNDERTAKINGAND CONSENT TO SERVICE OF PROCESS**

# ** **

**A.****           ****Undertaking**

 

TheRegistrant undertakes to make available, in person or by telephone,representatives to respond to inquiries made by the SEC staff, and to furnishpromptly, when requested to do so by the SEC staff, information relating to:the securities registered pursuant to Form 40-F; the securities in relationto which the obligation to file an annual report on Form 40-F arises; ortransactions in said securities.

 

**B.****           ****Consent to Service of Process**

 

A Form F-Xsigned by the Registrant and its service of process was previously filed withthe SEC.

 

# **SUMMARYOF SIGNIFICANT DIFFERENCES FROM NYSE CORPORATE GOVERNANCE RULES**

# ** **

Asummary of significant ways in which corporate governance practices followed byTELUS differ from the corporate governance practices required to be followed byU.S. domestic companies under the New York Stock Exchange’s Listing Standards(disclosure required by section 303A.11 of the NYSE Listed Company Manual) isavailable on the Registrant’s corporate governance website at about.telus.com/governance/practices

 

**INTERACTIVE DATA FILE**

 

TheRegistrant is not currently required to submit to the SEC, nor post to itscorporate website, an Interactive Data File.

 

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# **SIGNATURES**

# ** **

Pursuantto the requirements of the Exchange Act, the Registrant certifies that it meetsall of the requirements for filing on Form 40-F and has duly caused thisannual report to be signed on its behalf by the undersigned, thereto duly authorized.

 

Registrant:             TELUS Corporation

 

 
| By:    | *“Audrey  T. Ho”*                                          |   |
|--------|----------------------------------------------------------------------|--------|
|   | Audrey  T. Ho                                                        |   |
|   | Senior Vice President, Chief General Counsel and Corporate Secretary |   |
|   |                                                                 |   |
| Date:  | March 12, 2010                                                  |   |

 

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# **EXHIBITINDEX**

# ** **

The following documents arefiled as exhibits to this Form 40-F:

 
| **Exhibit** | ** ** | ** **                                                                                                                                    |
|-------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------|
| **Number**  | ** ** | **Document**                                                                                                                                  |
|        |       |                                                                                                                                          |
| 99.1        |       | Certification  of Chief Executive Officer and Chief Financial Officer pursuant to  Section 302 of the Sarbanes-Oxley Act                 |
|        |       |                                                                                                                                          |
| 99.2        |       | Certification  of Chief Executive Officer and Chief Financial Officer pursuant to  Section 906 of the Sarbanes-Oxley Act                 |
|        |       |                                                                                                                                          |
| 99.3        |       | Annual  Information Form for the year ended December 31, 2009, dated March  10, 2010                                                |
|        |       |                                                                                                                                          |
| 99.4        |       | Audited  Consolidated Financial Statements as at and for the year ended  December 31, 2009 and Management’s Discussion and Analysis |
|        |       |                                                                                                                                          |
| 99.5        |       | Consent  of Independent Registered Chartered Accountants                                                                                      |
|        |       |                                                                                                                                          |
| 99.6        |       | Amended  2009 Ethics Policy                                                                                                                   |

 

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