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YORK\n----------------------------------------------------------------X\nJOS\u00c9 LUIS CER\u00d3N SARRIA, Individually\nand on Behalf of All Others Similarly Situated,\n\n Plaintiff,\n -against- 25 CIVIL 889 (VM)\n\n JUDGMENT\nTELUS INTERNATIONAL (CDA) INC.,\nJEFFREY PURITT, VANESSA KANU, GOPI\nCHANDE, AND MICHAEL RINGMAN,\n\n Defendants.\n----------------------------------------------------------------X\n\n It is hereby ORDERED, ADJUDGED AND DECREED: That for the reasons\n\nstated in the Court's Memo Endorsement dated September 8, 2026, Plaintiff\u2019s Complaint is\n\ndismissed with prejudice; accordingly, the case is closed.\n\nDated: New York, New York\n\n September 9, 2026\n\n TAMMI M. HELLWIG\n _________________________\n Clerk of Court\n\n\n BY:\n _________________________\n Deputy Clerk\n\f","ocr_status":2,"date_upload":"2026-09-23T17:39:43.468536-07:00","document_number":"48","attachment_number":null,"pacer_doc_id":"127040310309","is_available":true,"is_free_on_pacer":true,"is_sealed":null,"document_type":1,"description":"Judgment - Clerk","acms_document_guid":""}],"date_created":"2026-09-09T14:08:54.688539-07:00","date_modified":"2026-10-09T13:33:17.873677-07:00","date_filed":"2026-09-09","time_filed":"15:34:28","entry_number":48,"recap_sequence_number":"2026-09-09.001","pacer_sequence_number":158,"description":" CLERK'S JUDGMENT re: 47 Memo Endorsement. It is hereby ORDERED, ADJUDGED AND DECREED: That for the reasons stated in the Court's Memo Endorsement dated September 8, 2026, Plaintiff's Complaint is dismissed with prejudice; accordingly, the case is closed. (Signed by Clerk of Court Tammi M Hellwig on 9/9/2026) (Attachments: # 1 notice of right to appeal) (nd)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/477210806/","id":477210806,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69594105/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/492799353/","id":492799353,"tags":[],"absolute_url":"/docket/69594105/47/sarria-v-telus-international-cda-inc/","date_created":"2026-09-08T10:10:00.042432-07:00","date_modified":"2026-09-08T10:10:00.048574-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"47","attachment_number":null,"pacer_doc_id":"127040297796","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Memo Endorsement","acms_document_guid":""}],"date_created":"2026-09-08T10:09:59.998990-07:00","date_modified":"2026-09-08T10:10:00.018715-07:00","date_filed":"2026-09-08","time_filed":"12:21:14","entry_number":47,"recap_sequence_number":"2026-09-08.001","pacer_sequence_number":155,"description":"","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/476747090/","id":476747090,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69594105/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/492318999/","id":492318999,"tags":[],"absolute_url":"/docket/69594105/46/sarria-v-telus-international-cda-inc/","date_created":"2026-09-02T16:10:07.415014-07:00","date_modified":"2026-09-02T16:10:07.421178-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"46","attachment_number":null,"pacer_doc_id":"127040271260","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Letter","acms_document_guid":""}],"date_created":"2026-09-02T16:10:07.395479-07:00","date_modified":"2026-09-02T16:10:07.401876-07:00","date_filed":"2026-09-02","time_filed":"17:22:49","entry_number":46,"recap_sequence_number":"2026-09-02.001","pacer_sequence_number":153,"description":"","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/475795986/","id":475795986,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69594105/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/491340081/","id":491340081,"tags":[],"absolute_url":"/docket/69594105/45/sarria-v-telus-international-cda-inc/","date_created":"2026-08-25T18:10:27.172364-07:00","date_modified":"2026-09-25T10:12:27.776631-07:00","sha1":"7f799c82f8cefdc119e9571e2ba76696b4dcdc02","page_count":2,"file_size":153836,"filepath_local":"recap/gov.uscourts.nysd.636009/gov.uscourts.nysd.636009.45.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.636009/gov.uscourts.nysd.636009.45.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 1:25-cv-00889-VM Document 45 Filed 08/25/26 Page 1 of 2\n\n\n\n 8/25/26\nUNITED STATES DISTRICT COURT\nSOUTHERN DISTRICT OF NEW YORK\n\n\nJOS\u00c9 LUIS CER\u00d3N SARRIA, Individually\nand on Behalf of All Others Similarly 25 Civ. 0889 (VM)\nSituated,\n Plaintiff,\n\n - against -\n\nTELUS INTERNATIONAL (CDA) INC., JEFFREY\nPURITT, VANESSA KANU, GOPI CHANDE, AND\nMICHAEL RINGMAN,\n\n Defendants.\n\n\nVICTOR MARRERO, United States District Judge.\n\n The Court is in receipt of Defendants\u2019 August 18, 2026,\n\nletter concerning next steps in this action. (See Dkt. No.\n\n44.) The Court confirms that its dismissal of Plaintiff\u2019s\n\nAmended Complaint was without prejudice. If Plaintiff seeks\n\nleave to file an amended complaint, Plaintiff shall file, by\n\nSeptember 1, 2026, a letter brief not to exceed five pages\n\nseeking leave to file an amended complaint and showing\n\nfactually how Plaintiff would amend the Amended Complaint to\n\novercome the deficiencies identified in this Court\u2019s August\n\n11, 2026, Decision and Order (Dkt. No. 43). Defendants may\n\nrespond by letter brief not to exceed five pages within ten\n\ndays of Plaintiff\u2019s filing.\n\n\n\nSO ORDERED.\n\fCase 1:25-cv-00889-VM Document 45 Filed 08/25/26 Page 2 of 2\n\n\n\nDated: 25 August 2026\n New York, New York\n\n _________________________\n Victor Marrero\n U.S.D.J.\n\f","ocr_status":null,"date_upload":"2026-09-23T01:09:31.298894-07:00","document_number":"45","attachment_number":null,"pacer_doc_id":"127040220732","is_available":true,"is_free_on_pacer":true,"is_sealed":null,"document_type":1,"description":"Order","acms_document_guid":""}],"date_created":"2026-08-25T18:10:27.120708-07:00","date_modified":"2026-09-25T10:12:27.734965-07:00","date_filed":"2026-08-25","time_filed":"19:45:52","entry_number":45,"recap_sequence_number":"2026-08-25.001","pacer_sequence_number":151,"description":" ORDER The Court is in receipt of Defendants August 18, 2026, letter concerning next steps in this action. (See Dkt. No. 44.) The Court confirms that its dismissal of Plaintiffs Amended Complaint was without prejudice. If Plaintiff seeks leave to fil e an amended complaint, Plaintiff shall file, by September 1, 2026, a letter brief not to exceed five pages seeking leave to file an amended complaint and showing factually how Plaintiff would amend the Amended Complaint to overcome the deficiencies identified in this Courts August 11, 2026, Decision and Order (Dkt. No. 43). Defendants may respond by letter brief not to exceed five pages within ten days of Plaintiffs filing. (Signed by Judge Victor Marrero on 8/25/2026) 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Page 61 of 63\n\fCase 1:25-cv-00889-VM Document 43 Filed 08/11/26 Page 62 of 63\n\fCase 1:25-cv-00889-VM Document 43 Filed 08/11/26 Page 63 of 63\n\f","ocr_status":null,"date_upload":"2026-09-13T09:27:38.699918-07:00","document_number":"43","attachment_number":null,"pacer_doc_id":"127040139787","is_available":true,"is_free_on_pacer":true,"is_sealed":null,"document_type":1,"description":"Order on Motion to Dismiss","acms_document_guid":""}],"date_created":"2026-08-11T14:11:49.214494-07:00","date_modified":"2026-09-22T07:24:33.832223-07:00","date_filed":"2026-08-11","time_filed":"15:22:37","entry_number":43,"recap_sequence_number":"2026-08-11.001","pacer_sequence_number":147,"description":" DECISION AND ORDER granting 35 Motion to Dismiss. For the reasons stated above, it is hereby ORDERED that the motion (Dkt. No. 35) filed by Defendants TELUS International (CDA) Inc., Jeffrey Puritt, Vanessa Kanu, Gopi Chande, and Michael Ringman to dismiss the Amended Complaint (Dkt. No. 24) of Lead Plaintiff Mohommed Mohiuddin, individually and on behalf of all others similarly situated, is GRANTED. The Clerk of Court is respectfully requested to terminate the motion at docket No. 35. SO ORDERED.. (Signed by Judge Victor Marrero on 8/11/2026) (jca)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/473671653/","id":473671653,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69594105/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/489144741/","id":489144741,"tags":[],"absolute_url":"/docket/69594105/42/sarria-v-telus-international-cda-inc/","date_created":"2026-08-07T12:06:58.742429-07:00","date_modified":"2026-08-07T12:06:58.748482-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"42","attachment_number":null,"pacer_doc_id":"127040122399","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Letter","acms_document_guid":""}],"date_created":"2026-08-07T12:06:58.723141-07:00","date_modified":"2026-08-07T12:06:58.728484-07:00","date_filed":"2026-08-07","time_filed":"14:26:06","entry_number":42,"recap_sequence_number":"2026-08-07.001","pacer_sequence_number":145,"description":"","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/473165559/","id":473165559,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69594105/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/488624067/","id":488624067,"tags":[],"absolute_url":"/docket/69594105/41/sarria-v-telus-international-cda-inc/","date_created":"2026-08-04T08:10:08.466853-07:00","date_modified":"2026-08-04T08:10:08.473014-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"41","attachment_number":null,"pacer_doc_id":"127040096614","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Letter","acms_document_guid":""}],"date_created":"2026-08-04T08:10:08.447333-07:00","date_modified":"2026-08-04T08:10:08.452557-07:00","date_filed":"2026-08-04","time_filed":"10:50:59","entry_number":41,"recap_sequence_number":"2026-08-04.001","pacer_sequence_number":143,"description":"","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/450370219/","id":450370219,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69594105/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/465185778/","id":465185778,"tags":[],"absolute_url":"/docket/69594105/40/sarria-v-telus-international-cda-inc/","date_created":"2026-01-14T17:14:11.300087-08:00","date_modified":"2026-05-18T22:21:20.079318-07:00","sha1":"4b3cb44770143de6950ae87cb60f90c49a5a002a","page_count":2,"file_size":131617,"filepath_local":"recap/gov.uscourts.nysd.636009/gov.uscourts.nysd.636009.40.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.636009/gov.uscourts.nysd.636009.40.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:25-cv-00889-VM Document 40 Filed 01/14/26 Page 1 of 2\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\nJOS\u00c9 LUIS CER\u00d3N SARRIA, Individually\nand on Behalf of All Others Similarly Situated,\n Plaintiff,\n\n v. Case No. 1:25-CV-00889-VM\n\nTELUS INTERNATIONAL (CDA) INC.,\nJEFFREY PURITT, VANESSA KANU,\nGOPI CHANDE, and MICHAEL RINGMAN,\n Defendants.\n\n\n\n DECLARATION OF AUDRA J. SOLOWAY IN SUPPORT\n OF DEFENDANTS\u2019 REPLY IN SUPPORT OF THEIR MOTION TO DISMISS\n THE AMENDED CLASS ACTION COMPLAINT\n\n AUDRA J. SOLOWAY declares the following pursuant to 28 U.S.C. \u00a7 1746:\n\n 1. I am a member of the law firm Paul, Weiss, Rifkind, Wharton & Garrison\n\nLLP, 1285 Avenue of the Americas, attorneys for defendants TELUS International (CDA) Inc.\n\nd/b/a TELUS Digital (\u201cTI\u201d), Jeffrey Puritt, Vanessa Kanu, Gopi Chande, and Michael Ringman\n\n(together, \u201cDefendants\u201d). I submit this declaration in support of Defendants\u2019 Reply in Support of\n\ntheir Motion to Dismiss the Amended Class Action Complaint for Violations of the Federal\n\nSecurities Laws (the \u201cComplaint\u201d).\n\n 2. Attached hereto as Exhibit 19 is CIBC\u2019s analyst report, \u201cBanking On A\n\nStronger Second Half,\u201d published on May 9, 2024, which is cited in the Complaint at paragraph\n\n137. Exhibit 19 is also cited in Plaintiff\u2019s Memorandum of Law in Opposition to Defendants\u2019\n\nMotion to Dismiss at page 26, but was not submitted by Plaintiff with his opposition papers.\n\f Case 1:25-cv-00889-VM Document 40 Filed 01/14/26 Page 2 of 2\n\n\n\n\n I declare under penalty of perjury that the foregoing is true and correct. Executed\n\non January 14, 2026.\n\n /s/ Audra J. Soloway\n Audra J. Soloway\n\f","ocr_status":1,"date_upload":"2026-05-12T03:10:42.846503-07:00","document_number":"40","attachment_number":null,"pacer_doc_id":"127038889851","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Declaration in Support of Motion","acms_document_guid":""}],"date_created":"2026-01-14T17:14:11.235129-08:00","date_modified":"2026-05-18T22:21:20.047475-07:00","date_filed":"2026-01-14","time_filed":"20:12:06","entry_number":40,"recap_sequence_number":"2026-01-14.002","pacer_sequence_number":140,"description":"DECLARATION of Audra J. Soloway in Support re: 35 MOTION to Dismiss the Amended Class Action Complaint for Violations of the Federal Securities Laws.. Document filed by Gopi Chande, Vanessa Kanu, Jeffrey Puritt, Michael Ringman, TELUS International (Cda) Inc.. (Attachments: # 1 Exhibit 19 - CIBC Analyst Report).(Soloway, Audra) (Entered: 01/14/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/450370218/","id":450370218,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69594105/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/465185777/","id":465185777,"tags":[],"absolute_url":"/docket/69594105/39/sarria-v-telus-international-cda-inc/","date_created":"2026-01-14T17:14:11.176884-08:00","date_modified":"2026-05-18T22:21:20.013975-07:00","sha1":"cc46045e5091bfc51fac584786501b02412e28e5","page_count":18,"file_size":235764,"filepath_local":"recap/gov.uscourts.nysd.636009/gov.uscourts.nysd.636009.39.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.636009/gov.uscourts.nysd.636009.39.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:25-cv-00889-VM Document 39 Filed 01/14/26 Page 1 of 18\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\nJOS\u00c9 LUIS CER\u00d3N SARRIA, Individually\nand on Behalf of All Others Similarly Situated,\n Plaintiff,\n\n v. Case No. 1:25-CV-00889-VM\n\nTELUS INTERNATIONAL (CDA) INC.,\nJEFFREY PURITT, VANESSA KANU,\nGOPI CHANDE, and MICHAEL RINGMAN,\n Defendants.\n\n\n\n\n REPLY IN SUPPORT OF DEFENDANTS\u2019\n MOTION TO DISMISS THE AMENDED CLASS ACTION COMPLAINT\n FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 1:25-cv-00889-VM Document 39 Filed 01/14/26 Page 2 of 18\n\n\n\n\n TABLE OF CONTENTS\n\n Page\n\nARGUMENT ...................................................................................................................................1\nI. The Complaint Fails to Plead That Any Challenged Statement Is False .............................1\nII. Plaintiff Fails to Plead a Strong Inference of Scienter .........................................................7\nIII. Plaintiff Fails to Plead Loss Causation ..............................................................................11\nCONCLUSION ..............................................................................................................................12\n\n\n\n\n ii\n\f Case 1:25-cv-00889-VM Document 39 Filed 01/14/26 Page 3 of 18\n\n\n\n\n TABLE OF AUTHORITIES\n\n Page(s)\n\nCases\n\nAbramson v. Newlink Genetics Corp.,\n 965 F.3d 165 (2d Cir. 2020).....................................................................................................11\n\nIn re Alstom SA Sec. Litig.,\n 406 F. Supp. 2d 433 (S.D.N.Y. 2005)......................................................................................10\n\nIn re Amarin Corp. PLC Sec. Litig.,\n 2016 WL 1644623 (D.N.J. Apr. 26, 2016) ................................................................................3\n\nIn re Avon Securities Litigation,\n 2019 WL 6115349 (S.D.N.Y. Nov. 18, 2019) ...........................................................................8\n\nBoston Ret. Sys. v. Alexion Pharms., Inc.,\n 556 F. Supp. 3d 100 (D. Conn. 2021) ......................................................................................11\n\nCity of Omaha Police & Fire Ret. Sys. v. Evoqua Water Techs. Corp.,\n 450 F. Supp. 3d 379 (S.D.N.Y. 2020)........................................................................................2\n\nCity of Sterling Heights Police & Fire Ret. Sys. v. Vodafone Grp. Pub. Co.,\n 655 F. Supp. 2d 262 (S.D.N.Y. 2009)........................................................................................9\n\nColbert v. Rio Tinto PLC,\n 824 F. App\u2019x 5 (2d Cir. 2020) ...................................................................................................8\n\nIn re DNTW Chartered Accountants Sec. Litig.,\n 172 F. Supp. 3d 675 (S.D.N.Y.).................................................................................................9\n\nIn re Facebook, Inc. IPO Sec. & Deriv. Litig.,\n 986 F. Supp. 2d 487 (S.D.N.Y. 2013)........................................................................................7\n\nIn re GigaCloud Tech. Inc. Sec. Litig.,\n 2025 WL 307378 (S.D.N.Y. Jan. 27, 2025) ..............................................................................2\n\nGray v. Wesco Aircraft Holdings, Inc.,\n 454 F. Supp. 3d 366 (S.D.N.Y. 2020)........................................................................................5\n\nHampshire Equity Partners II, L.P. v. Teradyne, Inc.,\n 2005 WL 736217 (S.D.N.Y. Mar. 30, 2005) .............................................................................9\n\nIn Carmignac Gestion, S.A. v. Perrigo Co. PLC,\n 2019 WL 3451523 (D.N.J. July 31, 2019) .................................................................................7\n\n\n\n\n iii\n\f Case 1:25-cv-00889-VM Document 39 Filed 01/14/26 Page 4 of 18\n\n\n\n\nKuriakose v. Fed. Home Loan Mortg. Corp.,\n 897 F. Supp. 2d 168 (S.D.N.Y. 2012)........................................................................................8\n\nIn re Nielsen Holdings PLC Sec. Litig.,\n 510 F. Supp. 3d 217 (S.D.N.Y. 2021)......................................................................................10\n\nIn Re Philip Morris Int\u2019l Inc. Sec. Litig.,\n 89 F.4th 408 (2d Cir. 2023) .......................................................................................................6\n\nEmps.\u2019 Ret. Sys. v. Blanford,\n 794 F.3d 297 (2d Cir. 2015).......................................................................................................9\n\nStadium Cap. LLC v. Co-Diagnostics, Inc.,\n 2024 WL 456745 (S.D.N.Y. Feb. 5, 2024) ................................................................................9\n\nIn re Stemline Therapeutics, Inc. Sec. Litig.,\n 313 F. Supp. 3d 543 (S.D.N.Y. 2018)........................................................................................3\n\nIn re STMicroelectronics N.V. Sec. Litig.,\n 2025 WL 2644241 (S.D.N.Y. Sept. 15, 2025) .........................................................................10\n\nIn re Synchrony Fin. Sec. Litig.,\n 2022 WL 427499 (D. Conn. Feb. 11, 2022) ..............................................................................8\n\nTeamsters Loc. 445 Freight Div. Pension Fund v. Dynex Cap. Inc.,\n 531 F.3d 190 (2d Cir. 2008).....................................................................................................10\n\nIn re Turquoise Hill Res. Ltd. Sec. Litig.,\n 625 F. Supp. 3d 164 (S.D.N.Y. 2022)......................................................................................10\n\nIn re United States Oil Fund, LP Sec. Litig.,\n 2025 WL 2771445 (S.D.N.Y. Sept. 29, 2025) ...........................................................................2\n\nin re Vivendi Universal, S.A. Sec. Litig.,\n 765 F. Supp. 2d 512 (S.D.N.Y. 2011)........................................................................................8\n\nYannes v. SCWorx Corp.,\n 2021 WL 2555437 (S.D.N.Y. June 21, 2021) .........................................................................10\n\nStatutes\n\nPrivate Securities Litigation Reform Act ...................................................................................5, 10\n\n\n\n\n iv\n\f Case 1:25-cv-00889-VM Document 39 Filed 01/14/26 Page 5 of 18\n\n\n\n\n Plaintiff argues that TI is an AI company that seized on AI hype to boost its share price,\n\nbut never developed a single viable AI product or service. That accusation is entirely unsupported\n\nby pleaded facts, as the Opposition lays bare:\n\n No False Statement: Like the Complaint, the Opposition fails to identify any AI product\n\nor service that TI falsely claimed to have. Plaintiff relies on CWs and supposed \u201cadmissions,\u201d but\n\nneither support his fictional proclamation that TI falsely claimed any AI capabilities. To the\n\ncontrary, Plaintiff admits that TI\u2019s four business lines generated millions in revenue from selling\n\nAI-related capabilities, and concedes through CWs that AI-related capabilities did exist.\n\n No Scienter: Plaintiff concedes that Defendants had no motive to lie. And Plaintiff cites\n\nno facts showing that Puritt, Kanu, Chande and Ringman\u2014the senior executives who purportedly\n\nengaged in fraud\u2014knowingly engaged in misconduct. Indeed, the Individual Defendants are\n\nbarely mentioned in the Opposition. Plaintiff comes nowhere near the required \u201cstrong inference\u201d\n\nthat any Defendant acted with the required fraudulent intent.\n\n Loss Causation: Plaintiff admits that TI\u2019s stock dropped when TI announced\n\ndisappointing financial results. Since Plaintiff cannot identify any corrective disclosure revealing\n\nthe so-called \u201ctruth\u201d that TI lacked AI capabilities, loss causation is not pleaded.\n\n ARGUMENT\n\nI. The Complaint Fails to Plead That Any Challenged Statement Is False\n\n Plaintiff argues the Challenged Statements are false because TI falsely claimed to have AI\n\ncapabilities. But Plaintiff relies only on (1) four CWs who do not identify any AI capability that\n\nTI falsely claimed to have, and (2) purported \u201cadmissions\u201d that TI had \u201conly\u201d AI pilots, which no\n\nDefendant made.\n\n CWs: Opposite to identifying any specific AI product or service that TI falsely claimed to\n\nhave, every CW admits that TI developed and sold AI capabilities: CW-1 \u201ccontributed to\n\f Case 1:25-cv-00889-VM Document 39 Filed 01/14/26 Page 6 of 18\n\n\n\n\nautomation and AI initiatives\u201d (\u00b630); CW-2 \u201csold WillowTree/Telus\u2019 products and services,\n\nincluding AI, to clients\u201d (Opp. 11); CW-3 \u201cdeveloped apps and software programs and, thus, knew\n\nabout WillowTree/Telus\u2019 AI capabilities\u201d (id.); and CW-4 \u201ctrain[ed] WillowTree employees in\n\nAI\u201d (Opp. 11) and admits that TI developed Fuel iX, an AI-product (\u00b6118). The Court should\n\nreject Plaintiff\u2019s unsupported and internally-inconsistent CW arguments that TI lacked AI\n\ncapabilities. See In re United States Oil Fund, LP Sec. Litig., 2025 WL 2771445, at *15 (S.D.N.Y.\n\nSept. 29, 2025) (\u201ca court is neither obligated to reconcile nor accept\u201d inconsistent and contradictory\n\nallegations).\n\n The CW arguments also fail because the CWs had no company-wide visibility into AI\n\nbusiness and strategy. (Br. 10-12.) Plaintiff concedes CW allegations may be credited only where\n\nthey \u201csupport the probability that a person in the position occupied by the source would possess\n\nthe information alleged.\u201d (Opp. 10.) Three CWs worked in one business line, WillowTree\u2014\n\nwhich the CWs admit did have AI capabilities\u2014and another did not even work at TI.1 (Br. 11-\n\n12.) Unlike In re GigaCloud Tech. Inc. Sec. Litig., 2025 WL 307378 (S.D.N.Y. Jan. 27, 2025),\n\nthe CWs here did not work in relevant positions, nor do they provide detailed descriptions showing\n\nthe absence of AI. Id. at *7-*8. In sum, the CWs offer no support.\n\n Supposed \u201cAdmissions\u201d: Plaintiff also relies on Defendants\u2019 supposed \u201cadmissions\u201d that\n\nTI \u201conly\u201d offered \u201cpilot\u201d AI products. (Br. 12-13.) But Plaintiff injected the word \u201conly;\u201d TI\n\nnever said that its AI offerings were limited \u201conly\u201d to pilots. (Id.; Ex. 16 at 4.) Plaintiff admits\n\n\n\n1\n Plaintiff insists CW1 was employed by TI\u2019s parent, (Opp. 11-12), but CW1 worked for TELUS\n Communications Inc., a subsidiary of TI\u2019s parent TELUS Corporation, which operates\n independently of TI. (\u00b630.) Plaintiff admits that CW1 was only employed before the class\n period. (Opp. 11.) Pre-class period knowledge is particularly outdated here, given the recent\n rapidity of developments in GenAI. See City of Omaha Police & Fire Ret. Sys. v. Evoqua\n Water Techs. Corp., 450 F. Supp. 3d 379, 411 (S.D.N.Y. 2020) ( \u201cno bright-line rule\u201d against\n pre-Class Period allegations, but the information must be relevant).\n\n 2\n\f Case 1:25-cv-00889-VM Document 39 Filed 01/14/26 Page 7 of 18\n\n\n\n\nthat Defendants did not use the word \u201conly,\u201d (Opp. 9-10), but asserts 13 times that TI \u201conly\u201d or\n\n\u201cmerely\u201d had pilot AI offerings. Plaintiff cannot change Defendants\u2019 statements by injecting\n\nwords they never said. See In re Stemline Therapeutics, Inc. Sec. Litig., 313 F. Supp. 3d 543, 549\n\n(S.D.N.Y. 2018) (\u201cPlaintiffs cannot make up statements and then attribute them to defendants\u201d to\n\nsupport fraud claim); In re Amarin Corp. PLC Sec. Litig., 2016 WL 1644623, at *19 (D.N.J. Apr.\n\n26, 2016) (rejecting allegations that \u201ccompletely mischaracterize[d]\u201d defendant\u2019s statement), aff\u2019d,\n\n689 F. App\u2019x 124 (3d Cir. 2017). There was no \u201cadmission\u201d that TI had \u201conly\u201d AI pilots.\n\n Since every Challenged Statement is allegedly false based on defective CW allegations and\n\npurported \u201cadmissions,\u201d Defendants\u2019 motion should be granted.\n\n Falsity is also not pleaded for each category of Challenged Statements for the following\n\nsupplemental reasons:\n\n As a threshold issue, Plaintiff repeatedly misdescribes the Challenged Statements.\n\nDefendants urge the Court to review the actual statements, excerpted in Exhibit 1, rather than\n\nPlaintiff\u2019s snippets,2 and address them category-by-category:\n\n AI Offerings Statements: The AI Offerings Statements concern TI\u2019s AI offerings in the\n\nDigital/IT business, including initiatives to leverage GenAI. (Br. 10.) Three CWs worked within\n\nthis division and conceded AI capabilities existed, and no CW identified any AI capability that TI\n\nfalsely claimed to have. Supra 2-3. Plaintiff lumps other Challenged Statements into this category,\n\ncalling it \u201cAI Capabilities,\u201d (Opp. 6-12), but those statements concern different business lines,\n\nabout which Plaintiff and his CWs offer no facts. Infra 4-5.\n\n\n\n\n2\n (See, e.g., Opp. 10 (claiming TI purported to have its own \u201cmarket leading generative AI,\u201d\n citing statement describing TI\u2019s customers as \u201cmarket leading generative AI foundational\n model builders\u201d); Opp. 7 (inserting \u201c[AI]\u201d in the statement \u201cmeaningful [AI] capability at\n scale,\u201d when the \u201ccapability\u201d being discussed was TI\u2019s content moderator workforce).\n\n 3\n\f Case 1:25-cv-00889-VM Document 39 Filed 01/14/26 Page 8 of 18\n\n\n\n\n The Opposition repeatedly equates AI with GenAI, arguing that the AI Offerings\n\nStatements were false because TI did not develop its own \u201cproprietary\u201d foundational GenAI\n\nmodel. (Opp. 7.) But TI never claimed to have developed its own GenAI model. TI offered AI\n\nlong before GenAI emerged, and continues to do so. (Br. 3-5.) 3 Once GenAI emerged, TI\n\ndisclosed that its Digital/IT business uses foundational GenAI models (like ChatGPT) as a base\n\nand builds custom applications tailored to customer needs. (Br. 12; e.g., Ex. 6 at 8 (\u201cThe\n\npossibilities presented by ChatGPT and similar alternatives are seemingly endless\u201d). The CWs\n\nadmit this. (Opp. 7 (TI \u201cbuild[s] apps around [ChatGPT]\u201d); Opp. 8 (TI \u201cco-develop[s] products\n\nwith\u2026customers\u201d on a \u201ccase-by-case\u201d basis.).) Thus, TI never claimed to develop its own GenAI\n\nmodel, but rather, offers unique, customer-centric AI-powered capabilities, which are proprietary\n\nto TI. (Br. 4-6.) Plaintiff\u2019s cited cases (Opp. 8) concern companies that, unlike TI, misstated their\n\ncapabilities.\n\n AI Data Statements: The AI Data Statements concern TI\u2019s data annotation business,\n\nwhich assists clients in training AI models (often called \u201clarge language models\u201d or \u201cLLMs\u201d).\n\n(Br. 5, 13-14.) The Opposition concedes that TI offers AI data annotation services and, indeed,\n\n\u201center[ed] the AI market\u201d by establishing this business line. (Opp. 2.) Plaintiff makes no\n\narguments that any statement about data annotation is false. (Opp. 9-10.) Conceding this, Plaintiff\n\nargues instead that the AI Data Statements are not about data annotation. (Opp. 10.) Not so. For\n\nexample, Plaintiff says that TI \u201cfalsely claim[ed] Telus was \u2018seeing good\u2026demand,\u2019 particularly\n\nfor its \u2018market-leading generative AI,\u2019\u201d (Opp. 10), but the statement expressly described an\n\n\u201cencouraging year for our AI Data Solutions business\u201d with demand \u201cled by the work we do to\n\n\n\n\n3\n Plaintiff distorts Defendants\u2019 statements to suggest that TI misrepresented that \u201cnew\u201d GenAI\n capabilities had been \u201cperfected [] over the last many years.\u201d (Opp. 8.)\n\n 4\n\f Case 1:25-cv-00889-VM Document 39 Filed 01/14/26 Page 9 of 18\n\n\n\n\nsupport market-leading generative AI foundational model builders.\u201d (\u00b6119.) Likewise, Plaintiff\n\nchallenges the reference to a \u201cnear-term gold rush,\u201d but ignores that it referred to \u201chelping the\n\nhyperscalers 4 build\u2026large language models\u201d\u2014i.e., data annotation services. (\u00b6147.) These\n\nstatements undoubtedly describe AI Data annotation services, which Plaintiff concedes existed.\n\n Outlook Statements: Defendants\u2019 motion showed that the Outlook Statements, offering\n\nTI\u2019s positive views on AI, are not actionable because (1) the Complaint does not allege any\n\nDefendant did not subjectively hold these opinions; (2) they are puffery; and (3) they are protected\n\nforward-looking statements. (Br. 15-18.) Plaintiff\u2019s arguments in response fail:\n\n First, Plaintiff\u2019s semantic argument that statements are not forward-looking if phrased in\n\npresent or past tense (Opp. 15), is contrary to settled law. The Outlook Statements \u201cendorse or\n\nstate the speaker\u2019s belief in a certain future outlook\u201d and thus \u201csatisfy the PSLRA forward-looking\n\nrequirement.\u201d Gray v. Wesco Aircraft Holdings, Inc., 454 F. Supp. 3d 366, 387 (S.D.N.Y. 2020),\n\naff'd, 847 F. App\u2019x 35 (2d Cir. 2021); (See, e.g., \u00b6108 (\u201cwe\u2019ll continue to be able to distinguish\n\nourselves from the competition\u201d); \u00b6111 (\u201cthere are meaningful opportunities ahead\u201d); \u00b6133 (\u201cAI\n\nis going to be the standout for us\u201d); \u00b6143 (\u201cwe anticipate demand starting to recover\u201d).)5\n\n Second, Plaintiff strains to characterize the Outlook Statements as \u201cincorporat[ing] a\n\npresent fact\u201d about TI\u2019s AI capabilities. (Opp. 16.) But \u201call statements of projections come with\n\nthe implied statement that they\u2026are based on recent\u2026performance,\u201d which does not exclude them\n\nfrom the PSLRA safe harbor. Wesco, 454 F. Supp. 3d at 390. Anyway, TI did have AI capabilities,\n\nso any such implied \u201cfact\u201d is accurate. Supra 1-4.\n\n\n\n\n4\n \u201cHyperscalers\u201d are large cloud computing companies, such as Google Cloud and Amazon Web\n Services. TI has never purported to be a hyperscaler.\n5\n Plaintiff\u2019s cited cases are inapposite because the statements at issue concerned present\n conditions. (Opp. 15-16.)\n\n 5\n\f Case 1:25-cv-00889-VM Document 39 Filed 01/14/26 Page 10 of 18\n\n\n\n\n Third, Plaintiff argues that the Outlook Statements are not inactionable opinion6 or puffery\n\nbecause they are based on \u201cfalse embedded representations,\u201d (Opp. 18), and \u201cobjectively verifiable\n\nfacts,\u201d (Opp. 19.) But many Statements provide no verifiable facts at all, and Plaintiff fails to cite\n\nany fact that is actually false. Supra 1-5. Plaintiff certainly cites no facts showing that any\n\nIndividual Defendant did not honestly hold the expressed opinions. (Br. 18.)\n\n Fourth, Plaintiff reframes a subset of the Outlook Statements as \u201cPricing Statements.\u201d\n\nPlaintiff argues that Defendants \u201cassured investors that Telus could command high prices for its\n\nofferings\u201d only to \u201cbelatedly reveal[] Telus had been cutting its prices.\u201d (Opp. 14-15.) Defendants\n\nsaid no such thing, and neither do the documents Plaintiff cites. (Opp. 14; \u00b6108.) To the contrary,\n\nDefendants warned that pricing was \u201cabsolutely getting more challenging\u201d and made no\n\nassurances about commanding high prices. (Ex. 11 at 10.)7\n\n Contrary to Plaintiff\u2019s claim that pricing risks were presented as hypothetical (Opp. 14), TI\n\nrepeatedly discussed increasing pricing pressure and the need to reduce prices to win business.\n\n(See Ex. 11 at 10 (\u201c[t]he pricing environment has continued to get more and more competitive\u201d\n\nand \u201cit\u2019s becoming more and more of that Sophie\u2019s Choice challenge of just how much of a\n\ntradeoff on margin yield through price reductions are we willing to tolerate\u201d); Ex. 12 at 14\n\n(\u201cpricing sensitivity has indeed amplified\u201d but TI was \u201cnot willing to discount our prices so much\n\nso that the margin yield implications are catastrophic\u201d); Ex. 14 at 15 (describing a \u201cpervasive,\n\n\n\n\n6\n That opinions must be preceded by explicit belief language (Opp. 18) has been deemed \u201cnot\n necessary.\u201d In Re Philip Morris Int\u2019l Inc. Sec. Litig., 89 F.4th 408, 418 (2d Cir. 2023).\n7\n Plaintiff challenges Puritt\u2019s statement that he was \u201csupremely confident\u201d of TI\u2019s visibility into\n its 2023 guidance, which is not about pricing, and there is no allegation of subjective falsity.\n\n 6\n\f Case 1:25-cv-00889-VM Document 39 Filed 01/14/26 Page 11 of 18\n\n\n\n\npersistent pressure around more for less\u201d making it difficult to \u201ccapture the demand opportunity at\n\nthose pressurized price points but still generate our targeted margin yield\u201d).8\n\n Cost Savings Statements: Plaintiff fails to plead that projections of AI-based internal\n\ncost-savings were false. (Br. 19.) Plaintiff concedes that TI actioned internal cost savings plans,\n\nbut says they were not AI-based. (Opp. 13.) This assertion is unsupported by any fact. None of\n\nthe CWs claim visibility into senior decisions concerning company-wide cost saving measures,\n\nand two CWs had already departed by the time the Cost Savings Statements were made. In any\n\nevent, the CWs claim to have \u201ccontributed to automation and AI initiatives\u201d (\u00b630), which\n\nundermines Plaintiff\u2019s argument.\n\n The Cost Savings Statements are also forward-looking projections, and Plaintiff does not\n\nplead that any Defendant did not subjectively believe they were achievable. (Opp. 13 (relying on\n\nmagnitude of miss, but not arguing subjective falsity); Br. 19-20.) That TI fell short in reducing\n\ncosts by the full projected amount does not, in hindsight, make the statements false.\n\nII. Plaintiff Fails to Plead a Strong Inference of Scienter\n\n The Opposition weakly argues that Plaintiff has pleaded scienter. Plaintiff barely addresses\n\nthe Individual Defendants\u2014even though he is required to separately plead intent of every named\n\nDefendant\u2014and his remaining arguments are meritless.\n\n No Motive. Plaintiff does not dispute that motive is not pleaded for any Defendant. (Br.\n\n21.) Absent motive, Plaintiff must supply correspondingly greater allegations of conscious\n\nmisbehavior or recklessness, which he does not provide.\n\n\n\n\n8\n Unlike In re Facebook, Inc., 986 F. Supp. 2d 487, 515-16 (S.D.N.Y. 2013), Plaintiff pleads no\n facts supporting that the pricing environment deteriorated prior to warnings. And unlike here,\n defendants in In Carmignac Gestion, S.A. v. Perrigo Co. PLC, 2019 WL 3451523, at *11\n (D.N.J. July 31, 2019), falsely promised that the company was \u201cinsulated\u201d from pricing issues.\n\n 7\n\f Case 1:25-cv-00889-VM Document 39 Filed 01/14/26 Page 12 of 18\n\n\n\n\n No Conscious Misbehavior or Recklessness. Plaintiff concedes he identifies no \u201cspecific\n\nreports\u201d showing any Defendant\u2019s knowledge of facts contradicting public statements (Opp. 24\n\nn.21), and admits \u201cthe CWs did not directly interact with the Individual Defendants\u201d (Opp. 22).9\n\nThese concessions defeat scienter because no pleaded facts support an inference that any\n\nDefendant knowingly made false statements. For Ringman, Plaintiff makes no arguments at all,\n\n(Br. 22-23), thus conceding he must be dismissed. See Colbert v. Rio Tinto PLC, 824 F. App\u2019x\n\n5, 11 (2d Cir. 2020). Plaintiff\u2019s remaining arguments are inadequate:\n\n Pilots: Plaintiff concedes Puritt did not admit TI had \u201conly\u201d pilot AI offerings, yet still\n\nrelies on this erroneous assertion. (Opp. 9.) Bottom line: neither Puritt nor Chande said that TI\n\noffered \u201conly\u201d pilots. Defendants actually said that TI uses pilots for new engagements\u2014an\n\nopenly-disclosed fact (Br. 6-7)\u2014and warned that it was seeing \u201celongated sales cycles\u201d and\n\n\u201clonger decision timeframes\u201d (Br. 7), a warning that is inconsistent with intent to deceive. Plaintiff\n\ncalls these disclosures \u201chypothetical\u201d and \u201cboilerplate.\u201d (Opp. 22.) Nonsense. The use of pilots\n\nand long sale cycles was transparently disclosed.10 \u201cIt defies logic to conclude that executives\n\nwho are seeking to perpetrate fraudulent information upon the market would make such fulsome\n\ndisclosures.\u201d Kuriakose v. Fed. Home Loan Mortg. Corp., 897 F. Supp. 2d 168, 185 (S.D.N.Y.\n\n2012), aff\u2019d, 543 F. App\u2019x 72 (2d Cir. 2013).\n\n Plaintiff\u2019s cited cases demonstrate the inadequacy of his allegations, because each relied\n\non internal documents, detailed CW accounts, or other facts establishing a disconnect between\n\ninternal information and public statements. See in re Vivendi Universal, S.A. Sec. Litig., 765 F.\n\n\n\n9\n In contrast, the CWs in In re Avon Securities Litigation, 2019 WL 6115349 (S.D.N.Y. Nov.\n 18, 2019), (Opp. 22), held high-level positions in defendants\u2019 direct reporting lines and\n reviewed documents shared with defendants. Id. at *2, *6.\n10\n In re Synchrony Fin. Sec. Litig., 2022 WL 427499, at *10 (D. Conn. Feb. 11, 2022), the\n defendant represented that the disclosed risk had not materialized\u2013the opposite happened here.\n\n 8\n\f Case 1:25-cv-00889-VM Document 39 Filed 01/14/26 Page 13 of 18\n\n\n\n\nSupp. 2d 512, 547 (S.D.N.Y. 2011) (\u201cstark contrast between\u2026internal documents and [] external\n\nstatements\u201d), aff\u2019d, 838 F.3d 223 (2d Cir. 2016); Emps.\u2019 Ret. Sys. v. Blanford, 794 F.3d 297, 308\n\n(2d Cir. 2015) (CWs detailed \u201cefforts to deceive auditors and investors\u201d); Stadium Cap. LLC v.\n\nCo-Diagnostics, Inc., 2024 WL 456745, at *5-6 (S.D.N.Y. Feb. 5, 2024) (defendant admitted they\n\n\u201csaw the\u2026falloff\u201d as the \u201csecond quarter progressed\u201d). Such allegations are absent here.\n\n Pricing Pressures: Plaintiff argues that scienter is pleaded by belated \u201cadmissions\u201d that\n\nTI was harmed by price competition. (Opp. 21-23.) This argument is irrelevant to Plaintiff\u2019s claim\n\nthat TI lied about its AI capabilities. If anything, pricing adjustments presuppose the existence of\n\nsold products and services. In re DNTW Chartered Accountants Sec. Litig., 172 F. Supp. 3d 675,\n\n689 (S.D.N.Y.) (rejecting \u201cassertion\u2026contradicted by Plaintiffs\u2019 other allegations\u201d), aff\u2019d, 666 F.\n\nApp\u2019x 78 (2d Cir. 2016). In any event, TI made robust disclosures warning about immense pricing\n\npressures and price discounts. (Ex. 12 at 14; Ex. 11 at 10.) These disclosures support an opposite\n\ninference to fraud.\n\n Cost Savings: Plaintiff contends Defendants \u201cknew\u201d that TI lacked AI capabilities, and\n\nthus could not achieve projected AI-based cost efficiencies. (Opp. 23.) But Plaintiff fails to\n\nidentify any internal cost-cutting initiative TI claimed but lacked, or what contradictory\n\ninformation Defendants knew and when. Hampshire Equity Partners II, L.P. v. Teradyne, Inc.,\n\n2005 WL 736217, at *4 (S.D.N.Y. Mar. 30, 2005) (complaint \u201cnot only\u2026fail[s] to describe any\n\ndocuments, reports, or conversations\u2026[but also] alleges almost no supporting facts at all\u201d), aff\u2019d,\n\n159 F. App\u2019x 317 (2d Cir. 2005). Absent such facts, missed forecasts do not support fraud. City\n\nof Sterling Heights Police & Fire Ret. Sys. v. Vodafone Grp. Pub. Co., 655 F. Supp. 2d 262, 269\n\n(S.D.N.Y. 2009).\n\n\n\n\n 9\n\f Case 1:25-cv-00889-VM Document 39 Filed 01/14/26 Page 14 of 18\n\n\n\n\n Remaining Arguments: Plaintiff resorts to arguments routinely rejected under the\n\nPSLRA. That Defendants spoke about the Company, revenues, and margins is insufficient to\n\nsupport scienter without particularized facts supporting fraud.11 (Br. 23-24.) Likewise, generic\n\nclaims of \u201cvisibility\u201d into operations (Opp. 24 & n.21) are not sufficient to plead contemporaneous\n\nknowledge of unidentified contrary facts. Turquoise Hill, 625 F. Supp. 3d 164, 238 (S.D.N.Y.\n\n2022) (rejecting purported \u201cadmissions\u2026that [defendants] were \u2018plugged in\u2019 and had \u2018visibility\u2019\u201d\n\nwithout particularized facts). Plaintiff also does not refute that the core operations doctrine\u2014if it\n\nexists at all\u2014can serve only as supplemental evidence of scienter, and pleads neither a \u201ccore\n\noperation\u201d Defendants misrepresented, nor the requisite additional support. (Br. 24-25.)12\n\n * * * * *\n\n Plaintiff fails to raise an inference of fraudulent intent that is \u201ccogent and at least as\n\ncompelling as any opposing inference.\u201d Teamsters Loc. 445 Freight Div. Pension Fund v. Dynex\n\nCap. Inc., 531 F.3d 190, 194 (2d Cir. 2008). Plaintiff identifies no motive to lie and no facts\n\nsupporting that Defendants intentionally misrepresented their optimism about TI\u2019s outlook and\n\nAI-related capabilities. The far more compelling inference is that, amid difficult macroeconomic\n\n\n\n\n11\n Plaintiff\u2019s own cases show that mere discussion of a topic cannot establish scienter, without\n factual allegations showing access to contradictory information. In re Nielsen Holdings PLC\n Sec. Litig., 510 F. Supp. 3d 217, 227 (S.D.N.Y. 2021) (defendant admitted \u201cwe saw these\n [declining spending] trends unfolding\u201d \u201cearlier this year\u201d); In re STMicroelectronics N.V. Sec.\n Litig., 2025 WL 2644241, at *3 (S.D.N.Y. Sept. 15, 2025) (defendant was \u201ccalled out\u2026in\n senior staff meetings\u201d by CW); Yannes v. SCWorx Corp., 2021 WL 2555437, at *5 (S.D.N.Y.\n June 21, 2021) (defendant \u201cpersonally \u2018spent weeks researching\u2019\u201d); In re Alstom SA Sec. Litig.,\n 406 F. Supp. 2d 433, 457, 460 (S.D.N.Y. 2005) (defendants were \u201cdirect[ly] involved in the\n day-to-day operations\u201d).\n12\n In all three cases Plaintiff cites, the statements concerned critical aspects of the company\u2019s\n business, unlike here, and the court recognized that the doctrine could only supplement\n scienter. (Opp. 25.)\n\n 10\n\f Case 1:25-cv-00889-VM Document 39 Filed 01/14/26 Page 15 of 18\n\n\n\n\nconditions and competition\u2014which Defendants disclosed\u2014Defendants were optimistic about TI\u2019s\n\ncontinued development of AI offerings, including (as disclosed) through pilots.\n\nIII. Plaintiff Fails to Plead Loss Causation\n\n Because neither alleged corrective disclosure revealed the falsity of any Challenged\n\nStatement, the Complaint does not plead loss causation.\n\n May 9, 2024. Plaintiff admits TI disclosed disappointing 1Q24 financial results on May\n\n9, 2024, but claims that this disclosure corrected TI\u2019s prior false statements by attributing its\n\nrevenue misses to AI pilots, revealing that it had no AI offerings. (Opp. 26-27.) Again, TI did not\n\nsay this. Rather, Defendants discussed pilots as indicating \u201cexpanding opportunities\u201d and\n\n\u201cmomentum\u201d for future revenue\u2014and did not say that TI had no AI offerings. (Ex. 16 at 4-5.)13\n\nThe analyst report Plaintiff cites says nothing about the status of TI\u2019s AI offerings or use of pilots\u2014\n\nit correctly attributed TI\u2019s revenue miss to the fact that customer \u201cspending has trended negative\n\nacross the IT Services/BPO space through Q1,\u201d and noted \u201ccost-saving initiatives\u201d among other\n\nchanges needed to improve margins. (Ex. 19 at 1.)14\n\n August 2, 2024. TI\u2019s 2Q24 earnings announcement likewise did not \u201ccorrect\u201d any\n\nChallenged Statement, instead disclosing disappointing results and reduced guidance. (Br. 26.)\n\nPlaintiff seizes on Defendants\u2019 report that it would take longer than anticipated to realize projected\n\ncost savings from TI\u2019s internal cost-cutting initiatives, but ignores cases showing that delays in\n\nachieving results is not corrective of earlier projections. (Br. 25-26.) Nothing in TI\u2019s August 2\n\ndisclosure revealed that TI lacked any previously professed AI capability. (Br. 2, 27.) Further,\n\n\n\n13\n This is unlike Abramson v. Newlink Genetics Corp., 965 F.3d 165, 179-80 (2d Cir. 2020),\n where the corrective disclosure revealed that the clinical trial failed due to concealed, improper\n study design.\n14\n Boston Ret. Sys. v. Alexion Pharms., Inc., 556 F. Supp. 3d 100, 141 (D. Conn. 2021), where\n such analyst commentary did exist, is inapposite.\n\n 11\n\f Case 1:25-cv-00889-VM Document 39 Filed 01/14/26 Page 16 of 18\n\n\n\n\nTI\u2019s disclosures about reduced margins and pricing pressures revealed nothing new because TI\n\nhad previously disclosed those pressures. (Supra 6-7; Br. 26-27.)\n\n CONCLUSION\n\n Defendants respectfully seek dismissal of the Complaint with prejudice.\n\n\n\n\n 12\n\f Case 1:25-cv-00889-VM Document 39 Filed 01/14/26 Page 17 of 18\n\n\n\n\nDated: January 14, 2026 Respectfully submitted,\n\nNew York, New York\n\n PAUL, WEISS, RIFKIND,\n WHARTON & GARRISON LLP\n /s/ Audra J. Soloway\n Audra J. Soloway\n Emily M. Miller\n 1285 Avenue of the Americas\n New York, NY 10019-6064\n Phone: (212) 373-3000\n asoloway@paulweiss.com\n emiller@paulweiss.com\n\n Counsel for TELUS International (CDA) Inc., Jeffrey\n Puritt, Vanessa Kanu, Gopi Chande, and Michael\n Ringman\n\n\n\n\n 13\n\f Case 1:25-cv-00889-VM Document 39 Filed 01/14/26 Page 18 of 18\n\n\n\n\n WORD COUNT CERTIFICATION\n\n I hereby certify that the foregoing document complies with the word count limit set forth\n\nin Local Civil Rule 7.1. I relied on the word count of the word-processing system used to prepare\n\nthe document. The total number of words in this document, exclusive of the caption, table of\n\ncontents, table of authorities, and signature block, is 3,500 words.\n\n\n\n /s/_Audra J. Soloway____\n Audra J. Soloway\n\n\n\n\n 14\n\f","ocr_status":2,"date_upload":"2026-05-12T03:10:44.740963-07:00","document_number":"39","attachment_number":null,"pacer_doc_id":"127038889845","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Reply Memorandum of Law in Support of Motion","acms_document_guid":""}],"date_created":"2026-01-14T17:14:11.143439-08:00","date_modified":"2026-05-18T22:21:19.984942-07:00","date_filed":"2026-01-14","time_filed":"20:06:23","entry_number":39,"recap_sequence_number":"2026-01-14.001","pacer_sequence_number":137,"description":"REPLY MEMORANDUM OF LAW in Support re: 35 MOTION to Dismiss the Amended Class Action Complaint for Violations of the Federal Securities Laws. . Document filed by Gopi Chande, Vanessa Kanu, Jeffrey Puritt, Michael Ringman, TELUS International (Cda) Inc...(Soloway, Audra) (Entered: 01/14/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/446813909/","id":446813909,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69594105/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/461548315/","id":461548315,"tags":[],"absolute_url":"/docket/69594105/38/sarria-v-telus-international-cda-inc/","date_created":"2025-12-10T15:11:51.089780-08:00","date_modified":"2026-05-18T22:21:19.931164-07:00","sha1":"48e97cb472cfe485a1079ee36e3f2353994f12c8","page_count":37,"file_size":795295,"filepath_local":"recap/gov.uscourts.nysd.636009/gov.uscourts.nysd.636009.38.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.636009/gov.uscourts.nysd.636009.38.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 1 of 37\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\nJOS\u00c9 LUIS CER\u00d3N SARRIA, Individually Case No. 1:25-CV-00889-VM\nand on Behalf of All Others Similarly Situated,\n\n Plaintiff,\n v.\n\nTELUS INTERNATIONAL (CDA) INC.,\nJEFFREY PURITT, VANESSA KANU,\nGOPI CHANDE and MICHAEL RINGMAN\n\n Defendants\n\n\nLEAD PLAINTIFF\u2019S MEMORANDUM OF LAW IN OPPOSITION TO DEFENDANTS\u2019\n MOTION TO DISMISS THE AMENDED CLASS ACTION COMPLAINT\n FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 2 of 37\n\n\n\n\n TABLE OF CONTENTS\n\nPRELIMINARY STATEMENT .................................................................................................... 1\nFACTUAL BACKGROUND ......................................................................................................... 2\n I. Telus\u2019 Claimed Pivot to AI was a Fa\u00e7ade ........................................................................... 2\n II. The AI Sham Collapses Telus\u2019 Margins and Cost-Saving Promises.................................. 4\n III. The Truth Emerges and Telus\u2019 Stock Price Plummets ....................................................... 5\nARGUMENT .................................................................................................................................. 5\n I. THE COMPLAINT ADEQUATELY ALLEGES MATERIAL\n MISREPRESENTATIONS ................................................................................................ 6\n A. Misrepresentations Concerning AI Capabilities .............................................................. 6\n B. Misrepresentations Concerning AI-Based Cost Efficiency Initiatives .......................... 12\n C. Misrepresentations Concerning Price Competition ....................................................... 14\n D. Defendants\u2019 Statements Are Not Forward-Looking or Protected by The Safe Harbor . 15\n E. Defendants\u2019 Statements Are Not Inactionable Statements of Opinion or Puffery ........ 18\n II. THE COMPLAINT ADEQUATELY ALLEGES SCIENTER ....................................... 20\n A. Defendants\u2019 Admissions That Telus Only Had Pilot Programs Strongly Supports\n Scienter .......................................................................................................................... 21\n B. Defendants Admitted They Were Harmed By Price Competition and Their Cost\n Transformation Initiatives Materially Underperformed Due to Telus\u2019 Lack of AI\n Capabilities .................................................................................................................... 22\n C. Defendants Held Themselves Out as Knowledgeable ................................................... 23\n D. Telus\u2019 Major Shift to, and Focus on, AI Supports Scienter ........................................... 25\n III. THE COMPLAINT ADEQUATELY ALLEGES LOSS CAUSATION ......................... 25\n A. May 9, 2024 Corrective Disclosure ............................................................................... 26\n B. August 2, 2024 Corrective Disclosure ........................................................................... 27\n IV. THE CONTROL PERSON CLAIMS SHOULD BE SUSTAINED ................................ 28\nCONCLUSION ............................................................................................................................. 28\n\n\n\n\n ii\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 3 of 37\n\n\n\n\n TABLE OF AUTHORITIES\n\nCases\n\nAbramson v. Newlink Genetics Corp.,\n 965 F.3d 165 (2d Cir. 2020) ............................................................................................... 18, 19\n\nAltimeo Asset Mgmt. v. Qihoo 360 Tech. Co. Ltd.,\n 19 F.4th 14 (2d Cir. 2021) .................................................................................................... 6, 28\n\nAshcroft v. Iqbal,\n 556 U.S. 662 (2009) .................................................................................................................... 5\n\nBoca Raton Firefighters & Police Pension Fund v. Bahash,\n 506 F. App\u2019x 32 (2d Cir. 2012) ................................................................................................ 20\n\nBorn v. Quad/Graphics, Inc.,\n 521 F.Supp.3d 469 (S.D.N.Y. 2021) ........................................................................................ 27\n\nBoston Ret. Sys. v. Alexion Pharms., Inc.,\n 556 F.Supp.3d 100 (D. Conn. 2021) ......................................................................................... 26\n\nCarmignac Gestion, S.A. v. Perrigo Co. PLC,\n 2019 WL 3451523 (D.N.J. July 31, 2019)................................................................................ 15\n\nCarpenters Pension Trust Fund of St. Louis v. Barclays PLC,\n 750 F.3d 227 (2d Cir. 2014) ..................................................................................................... 26\n\nCity of Coral Springs Police Officers\u2019 Ret. Plan v. Farfetch Ltd.,\n 565 F.Supp.3d 478 (S.D.N.Y. 2021) ........................................................................................ 22\n\nCity of Omaha Police & Fire Ret. Sys. v. Evoqua Water Techs. Corp.,\n 450 F.Supp.3d 379 (S.D.N.Y. 2020) ........................................................................................ 10\n\nCity of Pontiac Gen. Emps.\u2019 Retirement Sys. v. Lockheed Martin Corp.,\n 875 F.Supp.2d 359 (S.D.N.Y. 2012) ........................................................................................ 21\n\nCity of Providence v. Aeropostale, Inc.,\n 2013 WL 1197755 (S.D.N.Y. Mar. 25, 2013) .......................................................................... 16\n\nDiabat v. Credit Suisse Grp. AG,\n 2024 WL 4252502 (S.D.N.Y. Sept. 19, 2024).................................................................... 13, 16\n\nDura Pharms., Inc. v. Broudo,\n 544 U.S. 336 (2005) .................................................................................................................... 6\n\nE. Point Sys., Inc. v. Steven Maxim, S2k, Inc.,\n 133 F.Supp.3d 430 (D. Conn. 2015) ......................................................................................... 24\n\n\n iii\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 4 of 37\n\n\n\n\nEden Alpha CI LLP v. Polished.com Inc.,\n 763 F.Supp.3d 270 (E.D.N.Y. 2025) ........................................................................................ 12\n\nEmps.' Ret. Sys. of Gov't of V.I. v. Blanford,\n 794 F.3d 297 (2d Cir. 2015) ................................................................................... 10, 20, 21, 23\n\nFarrar v. Workhorse Grp., Inc.,\n 2021 WL 5768479 (C.D. Cal. Dec. 2, 2021) ............................................................................ 14\n\nFrancisco v. Abengoa, S.A.,\n 481 F.Supp.3d 179 (S.D.N.Y. 2020) ........................................................................................ 10\n\nFresno Cnty. Emps.\u2019 Ret. Ass\u2019n v. comScore, Inc.,\n 268 F.Supp.3d 526 (S.D.N.Y. 2017) ........................................................................................ 19\n\nFreudenberg v. E*Trade Fin. Corp.,\n 712 F.Supp.2d 171 (S.D.N.Y. 2010) ........................................................................................ 25\n\nHedick v. Kraft Heinz Co.,\n 2021 WL 3566602 (N.D. Ill. Aug. 11, 2021) ........................................................................... 13\n\nHelo v. Sema4 Holdings Corp.,\n 2025 WL 1733387 (D. Conn. June 23, 2025) ............................................................................. 8\n\nIn re Alstom SA Sec. Litig.,\n 406 F.Supp.2d 433 (S.D.N.Y. 2005) (Marrero, J.) ................................................................... 24\n\nIn re Aphria, Inc. Sec. Litig.,\n 2020 WL 5819548 (S.D.N.Y. Sept. 30, 2020).......................................................................... 20\n\nIn re AppHarvest Sec. Litig.,\n 684 F.Supp.3d 201 (S.D.N.Y. 2023) ........................................................................................ 25\n\nIn re Arqit Quantum Inc. Sec. Litig.,\n 774 F.Supp.3d 505 (E.D.N.Y. 2025) .................................................................................... 8, 13\n\nIn re Avon Sec. Litig.,\n 2019 WL 6115349 (S.D.N.Y. Nov. 18, 2019) .......................................................................... 22\n\nIn re China Mobile Games & Ent. Grp., Ltd. Sec. Litig.,\n 2016 WL 922711 (S.D.N.Y. Mar. 7, 2016) .............................................................................. 12\n\nIn re Facebook, Inc., IPO Sec. and Derivative Litig.\n 986 F.Supp.2d 487 (S.D.N.Y. 2013) .................................................................................. 15, 17\n\nIn re GigaCloud Tech. Inc. Sec. Litig.,\n 2025 WL 307378 (S.D.N.Y. Jan. 27, 2025) ....................................................................... 11, 12\n\n\n\n\n iv\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 5 of 37\n\n\n\n\nIn re Hut 8 Corp. Sec. Litig.,\n 2025 WL 2636150 (S.D.N.Y. Sept. 12, 2025).......................................................................... 28\n\nIn re Nielsen Holdings PLC Sec. Litig.,\n 510 F.Supp.3d 217 (S.D.N.Y. 2021) ........................................................................................ 23\n\nIn re Philip Morris Int\u2019l Inc. Sec. Litig.,\n 89 F.4th 408 (2d Cir. 2023) ...................................................................................................... 20\n\nIn re Plug Power, Inc. Sec. Litig.,\n 2023 WL 5577276 (S.D.N.Y. Aug. 29, 2023) .......................................................................... 25\n\nIn re Regeneron Pharms., Inc. Sec. Litig.,\n 2005 WL 225288 (S.D.N.Y. Feb. 1, 2005) ............................................................................... 15\n\nIn re Romeo Power Inc. Sec. Litig.,\n 2022 WL 1806303 (S.D.N.Y. June 2, 2022) ............................................................................ 24\n\nIn re Salix Pharms., Ltd.,\n 2016 WL 1629341 (S.D.N.Y. Apr. 22, 2016) .......................................................................... 16\n\nIn re Signet Jewelers Ltd. Sec. Litig.,\n 2018 WL 616788912 (S.D.N.Y. Nov. 26, 2018) ...................................................................... 19\n\nIn re STMicroelectronics N.V. Sec. Litig.,\n 2025 WL 2644241 (S.D.N.Y. Sept. 15, 2025).......................................................................... 24\n\nIn re Synchrony Fin. Sec. Litig.,\n 2022 WL 427499 (D. Conn. Feb. 11, 2022) ....................................................................... 22, 25\n\nIn re Vivendi, S.A. Sec. Litig.,\n 838 F.3d 223 (2d Cir. 2016) .............................................................................................. passim\n\nKarimi v. Deutsche Bank Aktiengesellschaft,\n 607 F.Supp.3d 381 (S.D.N.Y. 2022) ...................................................................................... 7, 9\n\nKemp v. Universal Am. Fin. Corp.,\n 2007 WL 86942 (S.D.N.Y. Jan. 10, 2007) ............................................................................... 16\n\nKramer v. Time Warner Inc.,\n 937 F.2d 767 (2d Cir. 1991). ...................................................................................................... 6\n\nLapin v. Goldman Sachs Group, Inc.,\n 506 F.Supp.2d 221 (S.D.N.Y. 2006) ...................................................................................... 7, 9\n\nLentell v. Merrill Lynch & Co., Inc.,\n 396 F.3d 161 (2d. Cir 2005) ..................................................................................................... 27\n\n\n\n\n v\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 6 of 37\n\n\n\n\nMeyer v. Jinkosolar Holdings Co.,\n 761 F.3d 245 (2d Cir. 2014) ....................................................................................................... 6\n\nNoto v. 22nd Century Grp., Inc.,\n 35 F.4th 95 (2d Cir. 2022) .......................................................................................................... 6\n\nPlumbers & Pipefitters Nat\u2019l Pension Fund v. Tableau Software, Inc.,\n 2019 WL 2360942 (S.D.N.Y. Mar. 4, 2019) ............................................................................ 17\n\nPolice & Fire Ret. Sys. City of Detroit v. Argo Group Int\u2019l Holdings, Ltd.,\n 2024 WL 5089970 (S.D.N.Y. Dec. 12, 2024) .......................................................................... 20\n\nPuddu v. 6D Global Techs., Inc.,\n 742 F. App\u2019x 553 (2d Cir. 2018) .............................................................................................. 20\n\nS. Ferry LP # 2 v. Killinger,\n 687 F.Supp.2d 1248 (W.D. Wash. 2009).................................................................................. 24\n\nSaraf v. Ebix, Inc.,\n 632 F.Supp.3d 38 (S.D.N.Y. 2022) .......................................................................................... 12\n\nSaskatchewan Healthcare Emp. Pension Plan v. KE Holdings Inc.,\n 718 F. Supp. 3d 344 (S.D.N.Y. 2024) ................................................................................ 15, 17\n\nSecurities and Exchange Commision v. StratoComm Corp.,\n 652 F.App\u2019x 35 (2d Cir. 2016) ................................................................................................... 8\n\nSet Capital LLC v. Credit Suisse Group AG,\n 996 F.3d 64 (2d Cir. 2021) ....................................................................................................... 23\n\nSheman v. Abengoa, S.A.,\n 156 F.4th 152 (2d Cir. 2025) ..................................................................................................... 10\n\nStadium Capital LLC v. Co-Diagnostics, Inc.,\n 2024 WL 456745 (S.D.N.Y. Feb. 5, 2024) ......................................................................... 21, 24\n\nTellabs, Inc. v. Makor Issues & Rts., Ltd.,\n 551 U.S. 308 (2007) .................................................................................................................. 20\n\nTyler v. Liz Claiborne, Inc.,\n 814 F.Supp.2d 323 (S.D.N.Y. 2011) ........................................................................................ 25\n\nWang v. Cloopen Grp. Holding Ltd.,\n 661 F.Supp.3d 208 (S.D.N.Y. 2023) .................................................................................. 19, 25\n\nYannes v. SCWorx Corp.,\n 2021 WL 2555437 (S.D.N.Y. June 21, 2021) .............................................................. 16, 24, 25\n\n\n\n\n vi\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 7 of 37\n\n\n\n\nStatutes\n\n15 U.S.C. \u00a778u-5(c)(1)(B) ............................................................................................................ 16\n\n\n\n\n vii\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 8 of 37\n\n\n\n\n Court-appointed Lead Plaintiff Mohammed Mohiuddin (\u201cLead Plaintiff\u201d or \u201cPlaintiff\u201d),\n\nrespectfully submits this memorandum of law in opposition to Defendants\u2019 Motion to Dismiss the\n\nAmended Class Action Complaint for Violations of the Federal Securities Laws (\u201cMotion\u201d) (ECF\n\n35) and Memorandum of Law in support thereof (\u201cDB\u201d) (ECF 36).\n\n PRELIMINARY STATEMENT\n\n Faced with the commoditization of its legacy call-center customer experience (\u201cCX\u201d)\n\nbusiness, Defendant TELUS International (\u201cTelus,\u201d \u201cTI,\u201d or the \u201cCompany\u201d) sought to reinvent\n\nitself as a high-tech leader in the AI \u201cgold rush[.]\u201d Through a series of acquisitions\u2014including\n\nLionbridge AI, Playment, and WillowTree\u2014Defendants constructed a fa\u00e7ade of innovation,\n\ntelling investors that Telus possessed \u201cproprietary,\u201d \u201ccutting-edge,\u201d and \u201cend-to-end\u201d AI\n\ncapabilities that would boost its margin profile.\n\n Throughout the Class Period, Defendants propped up Telus\u2019 stock price with three core\n\ndeceptions. First, they touted a \u201cproprietary\u201d \u201ccognitive AI suite\u201d that did not exist. Second, they\n\nclaimed Telus was \u201cdrinking [its] own champagne\u201d by using these AI capabilities internally to\n\ngenerate massive cost efficiencies ($40 to $60 million). Third, they assured the market that these\n\n\u201cunique, differentiated\u201d capabilities \u201cdistinguish[ed]\u201d Telus from competitors and insulated it\n\nfrom price wars, allowing it to command premium pricing while competitors raced to the bottom.\n\n In reality, Telus\u2019 AI transformation was smoke and mirrors. As confirmed by former\n\nemployees (\u201cConfidential Witnesses\u201d or \u201cCWs\u201d), Telus possessed virtually no genuine AI\n\ntechnology or talent. Instead, the Company relied on extraordinarily headcount-intensive manual\n\ndata annotation, and low margin \u201cpilot\u201d AI projects using other companies\u2019 products presented\n\nunder its own logo. Because there was no \u201cchampagne\u201d to drink, the internal cost efficiencies were\n\nalso a fiction because Telus did not have the AI capabilities to achieve them. Furthermore, far from\n\n\n\n\n 1\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 9 of 37\n\n\n\n\nbeing insulated from competition, Telus was secretly slashing prices to stem the loss of customers\n\nwho viewed its offerings as overpriced and undifferentiated.\n\n The truth emerged in two corrective disclosures that devastated shareholder value. On May\n\n9, 2024, Defendants effectively admitted their \u201ccomprehensive\u201d AI suite consisted merely of\n\n\u201cpilots,\u201d acknowledging severe margin pressure from low margin AI initiatives that caused shares\n\nto fall over 18%. The full picture was revealed on August 2, 2024, when Defendants conceded that\n\nTelus was nowhere close to its cost-efficiency targets, that its \u201cnascent\u201d AI work was actually\n\n\u201ccannibaliz[ing]\u201d higher-margin revenue, and that it had been forced to cut prices because it kept\n\n\u201closing opportunities because of price.\u201d Telus shares plummeted another 36%.\n\n Defendants\u2019 Motion avoids the well-pled allegations in the Complaint in favor of a\n\nrevisionist history based on extrinsic documents. The Motion should be denied.\n\n FACTUAL BACKGROUND1\n\n I. Telus\u2019 Claimed Pivot to AI was a Fa\u00e7ade\n\n Historically, Telus\u2019 business focused on high-margin CX call centers and content\n\nmoderation. \u00b6\u00b62, 37. With the market shift to AI and the rise of ChatGPT, Defendants initiated a\n\ndramatic pivot, rebranding Telus as an AI leader selling the \u201cpicks and shovels\u201d for the AI \u201cgold\n\nrush.\u201d \u00b6\u00b643, 47, 89, 191-98.\n\n To enter the AI market, Telus acquired the \u201cdata annotation\u201d business from Lionbridge in\n\n2020 and computer vision \u201cdata annotation\u201d capabilities from Playment in 2021, forming Telus\u2019\n\n\u201cAI Data Solutions\u201d division. \u00b6\u00b638, 44-47. To further build the illusion of an AI market leader, on\n\nOctober 27, 2022, Telus announced the acquisition of WillowTree, a digital product provider,\n\n\n1\n Citations to \u201c\u00b6__\u201d are to paragraphs in the Amended Class Action Complaint (\u201cAC\u201d or\n\u201cComplaint\u201d) (ECF 24). Capitalized terms have the same meaning as in the AC. References to\n\u201cDB_\u201d are to pages of Defendants\u2019 Memorandum. Unless otherwise indicated, internal citations\nare omitted and emphasis is added.\n\n\n 2\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 10 of 37\n\n\n\n\nportraying it as adding to Telus\u2019 own purported substantial AI capabilities to operate \u201cat scale.\u201d\n\n\u00b6\u00b648, 81-82. In reality, Telus\u2019 \u201cAI Data Solutions\u201d division was merely a rebrand of Lionbridge\u2019s\n\nlegacy, low-margin, and extraordinarily headcount-intensive manual data annotation business.\n\n\u00b6\u00b638, 50, 63.\n\n Yet, throughout the Class Period, Defendants repeatedly assured investors that Telus\n\npossessed \u201cheavy capabilities in AI,\u201d including a \u201cproprietary\u201d \u201ccognitive AI suite\u201d of offerings\n\nand \u201ccutting-edge,\u201d \u201cnext-generation\u201d and \u201cend-to-end\u201d AI solutions and services that \u201csupport\n\nthe full lifecycle of its clients\u2019 AI-led transformation journeys,\u201d and that would allow Telus to\n\nprofit from the AI \u201cgold rush.\u201d \u00b6\u00b67, 78-79, 89-90, 95-96, 102, 112, 117, 121, 126. This was pure\n\nfiction. As detailed by the CWs with direct knowledge of Telus\u2019 technical and sales operations, far\n\nfrom having \u201cheavy capabilities in AI,\u201d Telus had no AI talent or offerings beyond labor-intensive\n\ndata annotation and pilot projects.\n\n No AI Talent: Telus lacked the personnel and budget to develop AI offerings, beyond\n\nmere data annotation. \u00b6\u00b649-52. CW-1, a senior analyst who trained and worked with Telus\n\ntechnical personnel, confirmed a \u201cmajor skills gap,\u201d stating that budget constraints forced Telus to\n\nreassign non-AI staff\u2014including from call centers\u2014onto \u201cAI teams.\u201d \u00b6\u00b651-54. CW-3 and CW-4,\n\nboth software engineers, confirmed those working on AI had no AI background or training. \u00b6\u00b652,\n\n56. CW-2, an Account Director who sold the Company\u2019s offerings, stated that, during the Class\n\nPeriod, Telus had no personnel with AI experience and, in late 2023 into 2024, was diverting\n\nWillowTree employees from billable, non-AI work to nonbillable internal projects to brainstorm\n\nideas for AI-related offerings. \u00b6\u00b651, 55, 58-59, 63. To maintain an \u201coutward appearance\u201d of AI\n\ncompetence, CW-1 reported that Defendants conferred misleading \u201cAI\u201d titles on non-credentialed\n\nemployees. \u00b6\u00b651-54.\n\n\n\n\n 3\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 11 of 37\n\n\n\n\n No AI Offerings: Consequently, Telus had no proprietary AI offerings. CW-3 stated CW-\n\n3 was not aware of any functioning AI offering, and CW-4 reviewed Telus\u2019 \u201cProprietary\u201d\n\n\u201ccognitive AI Suite\u201d slide and confirmed that \u201cnone of this is developed by TI or WillowTree\u201d but\n\nwas merely a collection of other companies\u2019 products or services that Telus presented under its\n\nlogo. \u00b6\u00b656, 96, 99. CW-4 specified Telus\u2019 \u201cFuel iX\u201d platform was just a \u201cmeaningless, marketing\n\nlabel\u201d for a \u201cChatGPT wrapper\u201d that Telus \u201cjust put[] their logo on[.]\u201d \u00b6\u00b699, 118.\n\n With no AI offerings, Telus\u2019 only option was pitching \u201cpilot\u201d projects. \u00b659. CW-2\n\nconfirmed there was \u201cno concrete AI product to sell...only case-by-case basis pitches to customers\n\nto possibly co-develop something the customer might be interested in.\u201d \u00b659. According to CW-2,\n\nthere was \u201csignificant consternation\u201d from engineers pulled from billable projects to work on non-\n\nbillable \u201cAI teams,\u201d hurting revenues and margins. \u00b6\u00b655, 58.\n\nII. The AI Sham Collapses Telus\u2019 Margins and Cost-Saving Promises\n\n Defendants\u2019 deception extended to two critical areas: Telus\u2019 claimed internal cost\n\nefficiencies, and its pricing power and related margins.\n\n The False Cost-Savings Promise: Defendants repeatedly claimed Telus was employing\n\nits purported AI capabilities internally to achieve cost efficiencies and boost margins, a\n\nphenomenon Puritt repeatedly referred to as \u201cdrinking our own champagne\u201d or \u201ceating our own\n\ngourmet cooking,\u201d \u00b6\u00b667-70, 104-05, 115, 123, 145. Defendants claimed these internal efficiencies\n\nwould result in \u201c$40 million\u201d of cost savings in 2023 and \u201c$60 million\u201d in 2024. \u00b6\u00b669, 72, 156.\n\nThis was impossible because, as CWs confirmed, Telus had no internal AI capabilities to deploy;\n\nits \u201cAI teams\u201d of inexperienced, diverted employees were still \u201cbrainstorming\u201d and not\n\nimplementing cost-saving technology. \u00b6\u00b655-56, 58, 71, 73.\n\n The False \u201cPremium\u201d Price and Margin Claims: Defendants also claimed Telus was a\n\n\u201cpremium provider\u201d of AI and other solutions and, thus, insulated from price competition because\n\n\n 4\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 12 of 37\n\n\n\n\nof its \u201cunique value proposition,\u201d enabling it to achieve high margins. \u00b6\u00b674-75, 90-91, 108. In\n\nreality, as Puritt later admitted, Telus had to cut prices because \u201cwe just keep losing opportunities\n\nbecause of price\u201d and was repeatedly \u201ctold ... we were just too expensive\u201d\u2014depressing margins.\n\n\u00b6\u00b675, 158-59. Moreover, Telus\u2019 AI pivot was a margin-destroying albatross, as its legacy \u201cdata\n\nannotation\u201d work was extraordinarily headcount-intensive and costly, as CW-1 and CW-2\n\nconfirmed. \u00b663. Further, Telus could not \u201ccharge full freight\u201d for its \u201cpilot\u201d projects (\u00b6\u00b661-62,\n\n171) and such \u201cnascent and relatively lower margin AI revenue streams\u201d were \u201ccannibaliz[ing]\u201d\n\nTelus\u2019 \u201ctenured and higher margin CX work.\u201d \u00b6\u00b611, 155. These factors caused Telus\u2019 margins to\n\n\u201ctake it on the chin,\u201d and drastically lower prices by the end of the Class Period \u00b6\u00b614, 76, 159.\n\nIII. The Truth Emerges and Telus\u2019 Stock Price Plummets\n\n On May 9, 2024, Defendants revealed that, contrary to Defendants\u2019 prior statements, Telus\n\nonly had \u201cpilot\u201d offerings and, as a result, Chande confessed the AI business produced \u201cbelow\n\naverage\u201d margins, not the tens of millions in cost savings Defendants promised. \u00b6\u00b6138-41. Telus\u2019\n\nstock price plummeted 18.14%. \u00b6142. On August 2, 2024, Defendants admitted the AI initiatives\n\nwere \u201cstill nascent,\u201d \u201clower margin,\u201d and had been \u201ccannibaliz[ing]\u201d the profitable legacy CX\n\nbusiness, forcing Telus to slash 2024 cost savings estimates in half to $30 million. \u00b6\u00b672, 155-56,\n\n178. Defendants also admitted Telus had been hit hard by \u201cfierce competition on price[,]\u201d having\n\nrepeatedly lost opportunities for being \u201cjust too expensive\u201d (\u00b6\u00b6157-58), all putting Telus in an\n\n\u201cunendurable position\u201d of seeing the \u201ccomplete eradication of margin yields.\u201d \u00b6\u00b6159, 162, 175.\n\nTelus\u2019 stock collapsed another 36% (\u00b6164) and Puritt was replaced. \u00b625.\n\n ARGUMENT\n\n On Rule 12(b)(6) motions, \u201ca complaint must contain sufficient factual matter, accepted as\n\ntrue, to \u2018state a claim to relief that is plausible on its face.\u2019\u201d Ashcroft v. Iqbal, 556 U.S. 662, 678\n\n(2009). This standard is met \u201cwhen the plaintiff pleads factual content that allows the court to draw\n\n\n 5\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 13 of 37\n\n\n\n\nthe reasonable inference that the defendant is liable for the misconduct alleged.\u201d Id. \u201c[D]ismissal\n\nis appropriate only where [plaintiffs] can prove no set of facts consistent with the complaint that\n\nwould entitle them to relief.\u201d Altimeo Asset Mgmt. v. Qihoo 360 Tech. Co. Ltd., 19 F.4th 145, 150\n\n(2d Cir. 2021).\n\n To state a \u00a710(b) claim requires: (1) a material misrepresentation or omission (i.e., falsity);\n\n(2) scienter; (3) a connected purchase or sale of a security; (4) reliance; and (5) causation and\n\ninjury. Dura Pharms., Inc. v. Broudo, 544 U.S. 336, 341-42 (2005). Defendants challenge falsity,\n\nscienter, and loss causation.2\n\n I. THE COMPLAINT ADEQUATELY ALLEGES MATERIAL\n MISREPRESENTATIONS\n\n The securities laws obligate speakers to be \u201caccurate and complete.\u201d Noto v. 22nd Century\n\nGrp., Inc., 35 F.4th 95, 105 n.49 (2d Cir. 2022). \u201c[O]nce a company speaks[,]\u2026 there is a duty to\n\ntell the whole truth.\u201d Meyer v. Jinkosolar Holdings Co., 761 F.3d 245, 250 (2d Cir. 2014). While\n\nDefendants seek to recast most of Telus\u2019 statements as forward-looking statements of \u201coutlook\u201d\n\n(DB14-18), the alleged misstatements concern present facts, relating to three general categories:\n\n(1) AI capabilities, (2) AI-based cost-efficiency initiatives, and (3) price competition.\n\n A. Misrepresentations Concerning AI Capabilities\n\n Throughout the Class Period, Defendants consistently overstated Telus\u2019 AI capabilities.\n\nFor example, Defendants claimed Telus had a \u201cproprietary\u201d \u201cfull suite of cognitive AI\n\ncapabilities\u201d; had \u201cheavy capabilities in AI\u201d; and its portfolio included \u201cthe AAA trifecta of\n\n\n2\n Defendants submit 18 exhibits without requesting judicial notice (except for Exhibits 2-4, DB3\nn.1), including documents not referenced in the Complaint (e.g., Exs. 5, 9-10, 13, 15). Defendants\ncite their exhibits extensively, while citing sparsely to the Complaint, to create a counter-narrative.\nWhile the Court may take judicial notice of Defendants\u2019 excerpted SEC filings (Exs. 2-4), it cannot\naccept their contents (or the contents of other exhibits submitted for which they did not request\njudicial notice) for their truth, or draw inferences therefrom in their favor on this motion. See\nKramer v. Time Warner Inc., 937 F.2d 767, 773-74 (2d Cir. 1991).\n\n\n 6\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 14 of 37\n\n\n\n\nanalytics, artificial intelligence and automation\u201d. \u00b6\u00b695-96. These statements were false and\n\nmisleading when made because, as CW-4 stated, there was \u201cnothing \u2018proprietary\u2019\u201d about Telus\u2019\n\npurported AI offerings, which were merely a collection of other companies\u2019 products or services\n\nthat Telus presented under its logo. \u00b6\u00b652, 56-57, 59, 99. Defendants implicitly concede this by\n\nsuggesting it was \u201cdisclosed\u201d that Telus was \u201cjust using ChatGPT\u2026[and] \u2018building apps around\n\nit[.]\u2019\u201d DB12. But that is not what Defendants said. What they said, on a completely different call,\n\nwas that \u201c[t]he possibilities presented by ChatGPT \u2026 are seemingly endless.\u201d Id. That statement\n\nhas nothing to do with their false claims of having a \u201cproprietary\u201d suite of \u201cheavy\u201d \u201ccognitive AI\n\ncapabilities,\u201d does not convey that Telus had no AI capabilities and was passing off a ChatGPT\n\nwrapper as is own \u201cproprietary\u201d products, and was not \u201cconveyed to the public with a degree of\n\nintensity and credibility\u201d the same as Defendants\u2019 false statements. Karimi v. Deutsche Bank\n\nAktiengesellschaft, 607 F.Supp.3d 381, 396 (S.D.N.Y. 2022) (\u201cvague disclaimers\u201d insufficient);\n\nLapin v. Goldman Sachs Group, Inc., 506 F.Supp.2d 221, 238 (S.D.N.Y. 2006) (truth-on-the-\n\nmarket defense is \u201cintensely fact-specific and is rarely an appropriate basis for dismiss[al]\u201d).\n\n Defendants also repeatedly claimed Telus \u201cdesigns, builds, and delivers next-generation\n\nsolutions, including AI\u201d which \u201csupport the full lifecycle of its clients\u2019 AI-led transformation\n\njourneys\u201d (\u00b6\u00b678-79, 117, 126); was \u201cequipped to develop and deliver cutting-edge AI solutions\u201d\n\n(\u00b6102); had \u201cmeaningful [AI] capability at scale\u201d having \u201csecured an\u2026infusion of digital talent at\n\nscale\u201d (\u00b6\u00b681-82); Telus\u2019 AI capabilities made it \u201cbetter positioned than most\u201d competitors to\n\n\u201cenable this gold rush\u201d; and that \u201cother than Accenture, no one else has what [Telus] ha[s] in this\n\nspace.\u201d \u00b6\u00b689-90. These, and other similar misstatements (e.g., \u00b6\u00b691, 97, 100, 108-09, 111-13, 120-\n\n21, 133, 147), conveyed the false impression that Telus had a suite of fully-developed,\n\ncommercially-viable cognitive AI offerings, when (besides other companies\u2019 solutions) Telus had\n\n\n\n\n 7\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 15 of 37\n\n\n\n\nmerely its legacy data annotation services, and \u201cpilot\u201d programs that Puritt and Chande later\n\nadmitted were \u201cstill nascent,\u201d \u201cexperimenting at a relatively small scale to avoid potential\n\ncatastrophe,\u201d and at the \u201cproof-of-concept\u201d stage\u2014for which Defendants could not charge \u201cfull\n\nfreight.\u201d \u00b6\u00b698, 138-39, 155, 166, 171. All CWs confirmed Telus had no staff educated, trained or\n\nexperienced in AI and simply reassigned employees from billable projects to \u201cbrainstorm ideas\u201d\n\nfor AI products. \u00b6\u00b651-61. CW-2 confirmed Telus had no concrete AI offerings during the Class\n\nPeriod and made \u201ccase-by-case\u201d pitches hoping to co-develop products with the customers, CW3\n\nreported Telus had no functional AI products, and CW-4 stated Telus had no proprietary AI\n\nproducts or services. Id.\n\n Courts have found similar statements false and misleading where, as here, defendants\n\nportray their products as commercially viable when they are not. See SEC v. StratoComm Corp.,\n\n652 F.App\u2019x 35, 37 (2d Cir. 2016) (misrepresenting telecommunications system as commercially-\n\nviable); Helo v. Sema4 Holdings Corp., 2025 WL 1733387, at *6 (D. Conn. June 23, 2025)\n\n(misleading statements about product\u2019s capabilities); In re Arqit Quantum Inc. Sec. Litig., 774\n\nF.Supp.3d 505, 536 (E.D.N.Y. 2025) (misrepresentations overstating Arqit\u2019s technology\u2019s\n\ncapabilities).\n\n Defendants\u2019 brief ignores virtually all their misrepresentations about Telus\u2019 AI capabilities\n\nand misleadingly presents the few snippets they do address. For example, Defendants omit from\n\ntheir reference to \u201cexciting new GenAI-enabled capabilities\u201d (DB10) that what Puritt actually said\n\nwas Telus was providing \u201cthe very capabilities that we\u2019ve perfected over the last many years, \u2026\n\nin particular \u2026 our \u2026 exciting new GenAI-enabled capabilities.\u201d \u00b6113. This was false because,\n\ninter alia, Telus had no GenAI-related capabilities of its own and certainly had not \u201cperfected\n\n[them] over the last many years.\u201d Similarly, \u00b639, which Defendants cite as showing Plaintiff\n\n\n\n\n 8\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 16 of 37\n\n\n\n\n\u201cconcedes\u201d \u201cTI offered AI-supported solutions through its Digital/IT Solutions business line\u201d\n\n(DB10), does not even mention AI. See Lapin, 506 F.Supp.2d at 240 (rejecting defendants\u2019 effort\n\nto \u201cmisconstrue[] Plaintiff\u2019s allegations\u201d). Likewise, Defendants\u2019 description of Fuel iX as a\n\n\u201cGenAI-supported product\u201d (DB10) is not contrary to the Complaint, which describes Fuel iX as\n\na ChatGPT wrapper. \u00b6118.\n\n Moreover, Defendants\u2019 contention that Plaintiff misquotes Puritt as saying Telus \u201conly\u201d\n\nhad pilot AI projects during the Class Period, is wrong. The word \u201conly\u201d was never attributed to\n\nPuritt. What Plaintiff alleges is that Puritt admitted Telus had no commercially viable, proprietary\n\nAI offering beyond pilots (which Defendants do not dispute). Indeed, other than referencing data\n\nannotation work, the only other AI initiatives Puritt mentioned in Telus\u2019 May 9, 2024 Earnings\n\nCall were \u201cpilots\u201d Telus was \u201cworking\u2026on\u201d for \u201cmany\u201d customers. \u00b6\u00b6138-40. On May 21, 2024,\n\nPuritt blamed margin shortfalls on Telus running \u201cAI-centric\u201d \u201cproof-of-concept pilot[s]\u201d \u201call over\n\nthe place\u201d for which it could not charge \u201cfull freight\u201d because Telus was still \u201cexperimenting at a\n\nrelatively small scale,\u201d which Chande confirmed on November 8, 2024. \u00b6\u00b6165-166, 170-71.\n\nSimilarly, Defendants\u2019 invocation of a boilerplate phrase buried in documents (including\n\ndocuments predating the Class Period) that \u201cin some cases,\u201d \u201c[b]efore or after entering into a \u2026\n\ncontract [for any product]\u2026, [we] may run a pilot program\u201d (DB13), is completely untethered\n\nfrom Telus\u2019 AI initiatives and does nothing to inform investors that Telus\u2019 highly-touted AI\n\ncapabilities were merely pilots that had to be heavily discounted. See Karimi, 607 F.Supp.3d at\n\n396; Lapin, 506 F.Supp.2d at 238.\n\n Next, Defendants argue that Plaintiff confuses AI services and products. DB13-14. But it\n\nis Defendants who are confused. The Complaint alleges Telus had neither (e.g., \u00b655 (no \u201cAI\n\nproducts or services\u201d); \u00b661 (no AI \u201cofferings\u201d); \u00b6103 (no AI \u201csolutions\u201d). Further, Plaintiff does\n\n\n\n\n 9\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 17 of 37\n\n\n\n\nnot allege Telus had no data annotation services or that Defendants falsely represented they were\n\nnot labor-intensive, as Defendants contend. Rather, Plaintiff alleges that Telus was unable \u201cto\n\ndevelop and implement actual AI products or services\u201d but merely had data annotation and pilot\n\nprojects. E.g., \u00b6\u00b63, 9, 50, 63, 98. Defendants\u2019 examples (DB13) are not to the contrary. None of\n\nthe alleged misstatements they cite say anything about data annotation and Defendants cannot\n\nsimply insert the words \u201cAI data annotation\u201d in brackets to change the context of their\n\nmisstatements. E.g., \u00b6119 (falsely claiming Telus was \u201cseeing good\u2026demand,\u201d particularly for its\n\n\u201cmarket-leading generative AI\u201d); \u00b6147 (noting \u201cthe near-term gold rush for us\u201d from AI and that\n\n\u201cwe\u2019ve built some proprietary tools\u201d for its clients\u2019 AI needs).\n\n Finally, Defendants argue that the Court should not rely on Plaintiff\u2019s CWs because they\n\nwere not employed at Telus during the entire Class Period, were too low-level to have personal\n\nknowledge about the facts alleged, and/or their accounts are \u201cpersonal criticisms.\u201d DB10-12, 14.\n\nCW allegations are reliable where they \u201csupport the probability that a person in the position\n\noccupied by the source would possess the information alleged.\u201d Emps.' Ret. Sys. of Gov't of V.I. v.\n\nBlanford, 794 F.3d 297, 305 (2d Cir. 2015). Contrary to Defendants\u2019 argument, CWs need not\n\nhave been employed at Telus throughout the Class Period or at the exact time of the alleged\n\nmisstatement to have relevant knowledge of falsity. Id. at 307; City of Omaha Police & Fire Ret.\n\nSys. v. Evoqua Water Techs. Corp., 450 F.Supp.3d 379, 411 (S.D.N.Y. 2020) (\u201cno bright-line rule\n\nprohibiting courts from considering allegations that predate the Class Period. To the contrary,\n\ncourts in this Circuit frequently consider such allegations in denying motions to dismiss.\u201d). 3\n\n\n\n\n3\n Defendants\u2019 lone authority, Francisco v. Abengoa, S.A., 481 F.Supp.3d 179 (S.D.N.Y. 2020),\nwas vacated, sub nom. Sheman v. Abengoa, S.A., 156 F.4th 152 (2d Cir. 2025).\n\n\n 10\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 18 of 37\n\n\n\n\n In In re GigaCloud Tech. Inc. Sec. Litig., 2025 WL 307378, at *7-8 (S.D.N.Y. Jan. 27,\n\n2025), the court rejected similar arguments that CW statements were mere \u201cmusings\u201d lacking\n\n\u201ccredible knowledge about the Company\u2019s use of AI\u201d and too \u201cgeneric,\u201d because, as here, the CWs\n\n\u201c\u2018held positions that suggest they would have knowledge\u2019 about GigaCloud\u2019s use of AI\u201d such as\n\nbeing part of the company\u2019s software development team. As in GigaCloud, CWs 2, 3 and 4 all\n\nworked in Telus\u2019 WillowTree division during the Class Period where Telus focused its AI\n\ndevelopment, and were in roles where they witnessed, firsthand, Telus\u2019 futile attempted AI pivot,\n\ndiversion of inexperienced resources to AI efforts, status of its AI capabilities, and the background\n\nand experience of engineers. CW-2 was an Account Director who sold WillowTree/Telus\u2019\n\nproducts and services, including AI, to clients, and participated in weekly and monthly calls with\n\nsenior management regarding the status of such products. \u00b631. Thus, CW-2 knew what Telus\u2019 AI\n\nofferings were. CW-3 was a Senior Software Engineer who developed apps and software\n\nprograms and, thus, knew about WillowTree/Telus\u2019 AI capabilities and its pivot to AI. \u00b632. CW-\n\n4 was a Software Engineer who was personally diverted to train WillowTree employees in AI and\n\nparticipated in daily status meetings regarding the Company\u2019s AI efforts. \u00b633. Thus, CW-4 knew\n\nTelus\u2019 employees\u2019 capabilities and the status of Telus\u2019 AI capabilities. Moreover, CW-4\n\npersonally reviewed Telus\u2019 claims of having a \u201cproprietary\u201d \u201ccognitive AI suite\u201d of offerings and\n\naffirmed they were untrue. \u00b6\u00b696-99. CW-1 was employed by Telus\u2019 parent company until the end\n\nof 2022, just one month before the Class Period start, as a senior analyst focused on customer\n\nexperience and automation initiatives. \u00b630. In this role, CW-1 regularly coached, trained,\n\n\n\n\n 11\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 19 of 37\n\n\n\n\ninteracted and collaborated with Telus employees, and thus knew their capabilities. Id.4 Thus, the\n\nCW allegations sufficiently support Plaintiff\u2019s allegations. GigaCloud, 2025 WL 307378, at *7-8.\n\n B. Misrepresentations Concerning AI-Based Cost Efficiency Initiatives\n\n Defendants also repeatedly claimed they were deploying Telus\u2019 \u201cAI-enabled and\n\nautomation capability inside [Telus]\u201d (\u00b6\u00b6112, 123); Telus had already \u201cactioned\u201d \u201ccost efficiency\n\nprograms\u201d including \u201caccelerating automation and Generative AI initiatives within our internal\n\nprocesses\u201d (\u00b6104, 115); and Telus\u2019 updated guidance included \u201can improvement in our adjusted\n\nEBITDA margin\u201d \u201cprimarily attributed to our in-progress cost efficiency program as we \u2026\n\nimplement further automation and Gen AI solutions internally.\u201d \u00b6105. Puritt referred to this as\n\n\u201cdrink[ing] our own champagne\u201d or \u201ceat[ing] our own gourmet cooking.\u201d E.g., \u00b6\u00b667, 123.\n\n Puritt and Kanu promised investors that \u201ccertain of the actions already completed\u201d would\n\nsave Telus \u201capproximately $40 million\u201d in 2023, with a \u201cfull benefit\u201d of $60 million in 2024, and\n\nboost margins back to approximately 23%. \u00b6\u00b667-69, 72. See also \u00b6115 (\u201cwe have now successfully\n\nactioned meaningful cost savings\u201d and \u201cefficiency\u201d \u201cby deploying generative AI solutions within\n\nour own operations[,]\u201d and \u201c[d]ue to the strong progress and execution of these \u2026 efforts \u2026 we\n\nexpect to quickly return to our typical 20% plus adjusted EBITDA margin\u201d); \u00b6145 (similar).\n\n These statements gave investors the false impression that Telus was already successfully\n\n\u201cdeploying AI-enabled and automation capability inside [Telus]\u201d and driving down costs to boost\n\nclosely-watched margins back to previous levels when, in fact, Telus had no AI capabilities beyond\n\n\n4\n Accordingly, Defendants\u2019 cases for the proposition that the CWs were not in a position to know\nor have access to the information alleged are inapplicable. Eden Alpha CI LLP v. Polished.com\nInc., 763 F.Supp.3d 270 (E.D.N.Y. 2025) (warehouse workers opining companywide publicly\nreported inventory numbers false); Saraf v. Ebix, Inc., 632 F.Supp.3d 389 (S.D.N.Y. 2022)\n(employee at Georgia headquarters \u201clacked \u2018visibility\u2019\u201d into India operations); In re China Mobile\nGames & Ent. Grp., Ltd. Sec. Litig., 2016 WL 922711 (S.D.N.Y. Mar. 7, 2016) (CW worked for\nthe defendants\u2019 subsidiary, while here, CW-1 worked for TI\u2019s parent and was charged with\ntraining TI personnel).\n\n\n 12\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 20 of 37\n\n\n\n\nlabor-intensive data annotation and pilot programs, and lacked AI expertise to utilize AI to drive\n\ndown internal costs. \u00b6\u00b6106, 116, 124, 146. Thus, contrary to Defendants\u2019 statements, Telus was\n\nnot deploying AI inside the Company or experiencing related cost savings and resulting margin\n\nimprovements. Arqit, 774 F.Supp.3d at 536 (misrepresentation of product\u2019s capabilities\n\nactionable); Hedick v. Kraft Heinz Co., 2021 WL 3566602, at *1, 5 (N.D. Ill. Aug. 11, 2021) (claim\n\nthat cost-cutting strategy was \u201cin line to exceed expectations\u201d actionable where investors misled\n\nabout savings).5\n\n Defendants\u2019 arguments are unavailing. First, Plaintiff does not allege Telus had no cost\n\nreductions. DB19-20. It purportedly did implement headcount reductions. Rather, Plaintiff alleges\n\nTelus had no AI offerings of its own or expertise to apply GenAI internally to generate the\n\nsignificant savings it promised investors. This is consistent with CW accounts that Telus\u2019\n\npersonnel lacked AI training or experience to develop AI products and Telus lacked AI capabilities\n\nduring the Class Period. Indeed, Telus\u2019 lack of AI capabilities to generate cost savings is borne out\n\nnot just by Defendants\u2019 failure to achieve the claimed cost savings, but by the fact Telus missed\n\nits $60 million estimate by a mile (cutting its estimate in half to $30m), 6 and Defendants\u2019\n\nsubsequent admissions that Telus had not yet implemented the measures that purportedly would\n\ngenerate such savings (e.g., initiatives were \u201ca bit forward to roll out, but we expect to come\n\nthrough[,]\u201d \u201cwill ultimately be rolled out,\u201d \u201cwe\u2019re looking at how to we reduce our cost\u201d). \u00b6\u00b661,\n\n71, 153-54, 156, 161-63, 177-81. See Arqit, 774 F.Supp.3d at 536; Hedick, 2021 WL 3566602, at\n\n\n\n5\n Unlike in Diabat v. Credit Suisse Grp. AG, 2024 WL 4252502 (S.D.N.Y. Sept. 19, 2024) (DB20),\nhere, Defendants did not make generic statements about Telus\u2019 cost-savings initiatives, but\nprovided specific details about the source, basis, timeline and expected savings amount of those\ninitiatives.\n6\n In its August 2, 2024 announcement, Telus acknowledged only 1/3 of the $30 million ($10\nmillion) had been \u201cimplemented\u201d (consisting of facility reductions, vendor renegotiations, and\nheadcount reductions). \u00b6\u00b6156, 163.\n\n\n 13\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 21 of 37\n\n\n\n\n*5 (defendants misled investors synergies were capable of generating substantial savings); Farrar\n\nv. Workhorse Grp., Inc., 2021 WL 5768479, at *3-5 (C.D. Cal. Dec. 2, 2021) (claims company\n\nwas viable contender to achieve contract actionable where it did not have realistic ability to achieve\n\nit).\n\n Second, Defendants\u2019 attack on CWs, again, ignores that they were perfectly positioned to\n\nobserve Telus\u2019, and its personnel\u2019s, AI capabilities. See \u00a7I.A. supra.\n\n Third, as set forth below, Defendants\u2019 argument that their statements are inactionable\n\nforward-looking projections ignores that (i) they conveyed representations of present fact that\n\nTelus was capable of generating meaningful AI-based cost efficiencies internally, (ii) Telus did\n\nnot have such capabilities, and (iii) Defendants knew or recklessly disregarded that they did not\n\nhave such capabilities and it was impossible to achieve them by the stated timeframe. See \u00a7\u00a7I.D.\n\nand II.A.-C. infra.\n\n C. Misrepresentations Concerning Price Competition\n\n Defendants also assured investors that Telus could command high prices for its offerings\u2014\n\nincluding AI offerings\u2014because they provided better value than competitors. See \u00b6108 (Puritt\n\nresponding to analyst question about price competition that \u201cbecause of our unique differentiated\n\nAI\u201d and other capabilities \u201cdelivering a superior client experience,\u201d \u201cwe\u2019ll continue to be able to\n\ndistinguish ourselves from the competition\u201d on the \u201cvalue for money\u201d proposition, i.e., without\n\ncutting prices); \u00b693 (claiming Telus was \u201csupremely confident\u201d in its revenue visibility and hadn\u2019t\n\n\u201cseen a deterioration, degradation or change of consequence\u201d); \u00b6\u00b687, 129, 131 (stating that \u201cif\u201d\n\nTelus was unable to adapt to customer pricing demands or overcome competitors\u2019 price\n\nundercutting, its financial performance \u201cmay\u201d be adversely effected, but that \u201cwe believe our\n\nservices to be of higher quality\u201d); \u00b6\u00b684-85 (similar). These statements were false and misleading\n\nwhen made because, as Puritt later admitted, throughout the Class Period, customers repeatedly\n\n\n 14\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 22 of 37\n\n\n\n\ntold Telus \u201cwe were just too expensive,\u201d causing Telus to continually lose sales due to \u201cfierce\n\ncompetition on price[.]\u201d Thus, at the end of the Class Period, Defendants belatedly revealed Telus\n\nhad been cutting its prices. \u00b6\u00b675-76, 157-60, 174-76. See Carmignac Gestion, S.A. v. Perrigo Co.\n\nPLC, 2019 WL 3451523, at *11 (D.N.J. July 31, 2019) (statements claiming company was\n\n\u201cinsulated from the current pricing drama\u201d actionable); In re Facebook, Inc., 986 F.Supp.2d 487,\n\n515-16 (S.D.N.Y. 2013) (risk warnings misleading if event had already occurred). 7\n\n D. Defendants\u2019 Statements Are Not Forward-Looking or Protected by The Safe\n Harbor\n\n Defendants contend certain misstatements are protected by the PSLRA\u2019s \u201csafe harbor\u201d for\n\nforward-looking statements. DB15, 19.8 However, Defendants ignore that such statements made\n\nclaims about Telus\u2019 AI capabilities in the past-tense or present-tense. E.g., \u00b6102 (Telus \u201cis\n\nequipped to develop and deliver cutting-edge AI solutions\u201d); \u00b6113 (touting \u201cthe very capabilities\n\nthat we\u2019ve perfected over the last many years, including, in particular, more recently our exciting\n\nnew GenAI-enabled capabilities\u201d).9 Such representations about Telus\u2019 then-existing AI\n\ncapabilities are not forward-looking and thus not protected by the safe harbor. In re Regeneron\n\nPharms., Inc. Sec. Litig., 2005 WL 225288, at *13 (S.D.N.Y. Feb. 1, 2005) (misrepresentations of\n\nhistorical and present facts on effectiveness of developing product not forward-looking).\n\n Moreover, the safe harbor does not protect the past-tense or present-tense aspects of\n\nstatements that are \u201cmixed\u201d with forward-looking aspects. See In re Vivendi, S.A. Sec. Litig., 838\n\n\n\n7\n Unlike Saskatchewan Healthcare Emp. Pension Plan v. KE Holdings Inc., 718 F. Supp. 3d 344\n(S.D.N.Y. 2024) (DB17), here Plaintiff has alleged Defendants knew the undisclosed facts had\nalready occurred, e.g., \u00b6\u00b6158-60 (Puritt admitting he was told Telus kept losing contracts on\npricing and therefore had to cut prices).\n8\n The statements challenged as forward-looking are \u00b6\u00b685, 87, 89, 93, 100, 102, 105, 107-109, 111-\n113, 115, 120, 123, 129, 131, 133, 143, 145, 147. DB 15, 19; Ex. 1. Defendants do not challenge\n\u00b696 as puffery, opinion, or forward-looking.\n9\n See also \u00b6\u00b689, 100, 120, 147.\n\n\n 15\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 23 of 37\n\n\n\n\nF.3d 223, 246 (2d Cir. 2016); City of Providence v. Aeropostale, Inc., 2013 WL 1197755, at *13\n\n(S.D.N.Y. Mar. 25, 2013). Defendants contend several paragraphs with such \u201cmixed\u201d statements\n\nare exclusively forward-looking (DB15, 19), ignoring the past-tense or present-tense elements\n\nthereof.10 For example, Defendants represented that \u201cwe see meaningful opportunities being\n\namplified by generated AI adoption\u2026\u201d (\u00b6107) and \u201cTelus \u201cis uniquely positioned and\n\ncredentialed\u201d in AI (\u00b6111).11 The forward-looking component of those statements \u201cincorporate a\n\npresent fact\u201d about Telus\u2019 existing AI capabilities, which Defendants knew did not extend beyond\n\npilots or include proprietary offerings. Aeropostale, 2013 WL 1197755, at *13; see also In re Salix\n\nPharms., Ltd., 2016 WL 1629341, at *10 (S.D.N.Y. Apr. 22, 2016). Moreover, Plaintiff adequately\n\nalleges Defendants made the statements with \u201cactual knowledge\u201d of their falsity. 15 U.S.C. \u00a778u-\n\n5(c)(1)(B); see \u00a7II.A.-C. infra.12\n\n Defendants\u2019 reliance on boilerplate cautionary language from earnings calls and Telus\u2019\n\n2022 and 2023 Form 20-Fs (DB16-17) also fails. Such generic and hypothetical disclaimers,\n\n\n\n\n10\n See, e.g., \u00b6\u00b693, 105, 107-109, 111-112, 115, 123, 133, 143, 145. Even the claim in \u00b6133 that \u201cAI\nis going to be the standout for us going through the entirely of 2024\u201d implicitly represents that\nTelus then had significant AI capabilities.\n11\n Defendants also attempt to characterize several paragraphs (\u00b6\u00b6105, 112, 115, 123, 145) as\ncontaining purely forward-looking \u201cprojections\u201d of cost savings. Not so. Paragraphs with\nstatements like \u201cwe have now successfully actioned meaningful cost savings\u201d (\u00b6115) and \u201cwe\nhave undertaken a fairly comprehensive optimization effort\u201d (\u00b6123) are not purely \u201cprojections.\u201d\nThe statements in the remaining paragraphs implied that the cost efficiency projections accurately\nreflected efficiencies from Telus\u2019 purported \u201cproprietary\u201d AI capabilities that Defendants knew\ndid not exist. \u00b6\u00b671, 116, 177-81. See Aeropostale, 2013 WL 1197755, at *13; Salix, 2016 WL\n1629341, at *10.\n12\n Defendants\u2019 \u201cincantation of fraud-by-hindsight\u201d is unpersuasive because Plaintiff adequately\nalleges that Defendants \u201cfailed to take into account information that was available\u201d at the time of\nthe misstatements. Yannes v. SCWorx Corp., 2021 WL 2555437, at *7 (S.D.N.Y. June 21, 2021).\nContrary to Defendants\u2019 assertion (DB20), Plaintiff\u2019s scienter allegations are in stark contrast to\nthe lack of \u201ccontrary information\u201d in Kemp v. Universal Am. Fin. Corp., 2007 WL 86942, at *14\n(S.D.N.Y. Jan. 10, 2007), and the absence of a \u201csingle allegation\u201d of defendant\u2019s knowledge in\nDiabat, 2024 WL 4252502, at *57.\n\n\n 16\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 24 of 37\n\n\n\n\nincluding that \u201crisks and uncertainties\u2026may cause actual results to differ\u201d (Ex. 14 at 3), and Telus\n\n\u201cmay not be successful\u201d in responding to clients\u2019 needs (\u00b685), are inadequate as they do not address\n\nthe specific risks. See In re Vivendi Universal, S.A. Sec. Litig., 381 F.Supp.2d 158, 183 (S.D.N.Y.\n\n2003) (similar \u201cactual results may differ\u201d warning \u201cdoes not come close\u201d to sufficient cautionary\n\nlanguage). Defendants also contend they disclosed general \u201cprofitability pressure\u201d (DB16), but\n\nomit from their quoted language that they stressed it was \u201cnear-term and temporary\u201d (Ex. 12 at\n\n3) and that, despite overall market pressure, the \u201cTI AI service line\u201d was experiencing the \u201cbiggest\n\nbump,\u201d which Defendants expected \u201cto continue\u201d (Ex. 14 at 15). Thus, in full context\u2014including\n\nDefendants\u2019 claims that they could withstand pricing pressure because they beat competitors on\n\nvalue\u2014Defendants\u2019 statements provide nothing close to a disclosure that Telus kept losing\n\nbusiness because customers repeatedly told Defendants \u201cwe were just too expensive,\u201d or had no\n\ndifferentiated AI capabilities to offer. \u00b6158.\n\n Moreover, Plaintiff alleges that Defendants\u2019 Form 20-F risk factors 13 were themselves\n\nmisleading because the \u201crisks had already materialized.\u201d Facebook, 986 F.Supp.2d at 515-516;\n\nPlumbers & Pipefitters Nat\u2019l Pension Fund v. Tableau Software, Inc., 2019 WL 2360942, at *4\n\n(S.D.N.Y. Mar. 4, 2019) (similar).14 Contrary to Defendants\u2019 contention, the word \u201cmay\u201d in the\n\ncited risk factor \u201cour pricing models may not be representative of new contracts\u201d (\u00b6131), renders\n\nit hypothetical, and is false because it omits Telus was already experiencing pricing pressure,\n\nlosing market share, and cutting prices in response. See \u00b6132.\n\n\n\n\n13\n See, e.g., \u00b6\u00b685, 87, 129, 131.\n14\n Unlike Saskatchewan, 718 F.Supp.3d at 386, here, CWs stated that, during their tenures, the\nrisks referenced in the 2022 and 2023 Form 20-Fs that Telus\u2019 offerings \u201cmay\u201d become\nuncompetitive and its profitability \u201cmay\u201d deteriorate had already materialized. See \u00b6\u00b686, 88, 130,\n132.\n\n\n 17\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 25 of 37\n\n\n\n\n E. Defendants\u2019 Statements Are Not Inactionable Statements of Opinion or\n Puffery\n\n Defendants characterize several statements as inactionable opinions (DB17-19). 15\n\nHowever, of the 24 paragraphs Defendants apparently contend (between their brief and Ex. 1)\n\ncontain opinion statements, they identify the opinion portion within only two such paragraphs.\n\nDB17-18. Because Defendants force Plaintiff and the Court to guess which statements are\n\nchallenged, Defendants\u2019 argument should be rejected. Moreover, 11 of the purportedly \u201cclassic\u201d\n\nopinion paragraphs (DB17) are not opinions because the misleading statements do not include any\n\nof the traditional prefatory language associated with opinions, e.g., \u201cbelieve,\u201d \u201cestimat[e],\u201d or\n\n\u201cthink,\u201d nor do they otherwise suggest that they were intended as opinions. 16 Abramson v. Newlink\n\nGenetics Corp., 965 F.3d 165, 176-77 (2d Cir. 2020).\n\n Other paragraphs, that Defendants contend are purely opinions, are actionable because they\n\nare based on false embedded representations\u2014namely that Telus\u2019 AI capabilities went beyond\n\npilots and included proprietary offerings, and generated significant cost savings. \u00b6\u00b690, 102\n\n(describing Telus\u2019 AI capabilities as supporting Telus\u2019 holding \u201ca position of scale [a]s 1 of only\n\n2 providers with more than 10% overall share;\u201d claiming Telus was \u201cequipped to develop and\n\ndeliver cutting-edge AI solutions\u201d); \u00b6115 (claiming that due to \u201cmeaningful cost savings\u2026we\n\nexpect to quickly return to our typical 20% plus adjusted EBITDA margin\u201d); \u00b6121 (\u201cwe really do\n\nhave something quite unique, differentiated because of the AI experience and expertise and\n\nbecause of the comprehensive nature of the offering\u201d). 17 Abramson, 965 F.3d at 175-76 (opinions\n\nactionable where they \u201cimpl[y] facts or the absence of contrary facts\u201d); Wang v. Cloopen Grp.\n\n\n15\n Defendants\u2019 brief cites 18 total paragraphs as containing \u201copinions\u201d (DB17-19). Defendants\u2019\nEx. 1 chart purports to cite 24 paragraphs: \u00b6\u00b681-82, 89-91, 93, 95, 97, 100, 102, 105, 107-109,\n111-113, 115, 119-121, 133, 143, 147.\n16\n See, e.g., \u00b6\u00b681-82, 89, 95, 100, 105, 109, 112-113, 119, 133.\n17\n See also \u00b6\u00b693, 107, 111, 143, 147.\n\n\n 18\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 26 of 37\n\n\n\n\nHolding Ltd., 661 F.Supp.3d 208, 229 (S.D.N.Y. 2023) (statements about beliefs and expectations\n\nof business actionable where material information withheld); In re Signet Jewelers Ltd. Sec. Litig.,\n\n2018 WL 6167889, at *11\u201312 (S.D.N.Y. Nov. 26, 2018) (qualitative statements about present state\n\nof affairs actionable).\n\n Moreover, even seeming \u201copinion\u201d statements can, depending on context, be actionably\n\nmisleading, as here. See Abramson, 965 F.3d at 175-77; \u00b697 (Puritt responding to analyst question\n\nabout \u201cnew technologies around AI,\u201d that \u201cwe\u2019ve been quite prescient in building out the scope\n\nand scale of our technology-enabled service line\u201d\u2014when Telus had not built out its AI offerings\n\nfor scale); \u00b6120 (Puritt reassuring analyst that Telus would \u201cturn[] things around\u201d \u201cparticularly \u2026\n\nin the AI space,\u201d and \u201cleverage[]our capability set, particularly \u2026 in the AI space\u201d because \u201cwe\n\nhave what the doctor is ordering in terms of addressing this [AI] opportunity\u201d\u2014when Telus had\n\nno significant AI capability).\n\n Further, opinion statements are actionable where, as here, they are made with actual\n\nknowledge of their falsity and/or \u201comit[ed] material facts about [each] speaker\u2019s \u2026 knowledge of\n\nfacts that would support the stated opinion.\u201d Fresno Cnty. Emps.\u2019 Ret. Ass\u2019n v. comScore, Inc.,\n\n268 F.Supp.3d 526, 547 (S.D.N.Y. 2017); see \u00a7II.A-C. infra.\n\n Lastly, Defendants contend that certain statements are inactionable puffery because they\n\nare \u201ctoo vague and imprecise.\u201d DB18.18 However, Defendants impermissibly present the\n\nstatements \u201cin isolation\u201d rather than in context. Considered in context, the alleged misstatements\n\ncontain objectively verifiable facts and, thus, are not puffery. Signet, 2018 WL 6167889, at *11\u2013\n\n12. For example, Defendants\u2019 statements that Telus was \u201cdeploying AI\u2026to drive down our own\n\n\n\n\n18\n See, e.g., \u00b6\u00b678, 81-82, 89-91, 95, 97, 100, 102, 107-109, 111-113, 117, 119, 120-121, 123,\n126, 133, 145, 147.\n\n\n 19\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 27 of 37\n\n\n\n\ncost[s]\u201d (\u00b6123) and describing AI offerings as \u201cnext-generation\u201d (\u00b678), \u201crobust end-to-end digital\n\ntransformation capabilities\u201d (\u00b682), \u201cunique differentiated\u201d (\u00b6108), and \u201ccomprehensive\u201d (\u00b6121)\u2014\n\nsome directly in response to analyst questions about Telus\u2019 then-existing AI capabilities\u2014falsely\n\nportrayed differentiated and cost-reducing AI capabilities when Telus had, at most, AI pilots and\n\nno proprietary AI technology or significant cost efficiencies. \u00b6\u00b649-61, 99, 116, 174-81; see In re\n\nAphria, Inc. Sec. Litig., 2020 WL 5819548, at *8-9 (S.D.N.Y. Sept. 30, 2020) (statements about\n\n\u201cworld class\u201d and \u201cestablished and successful\u201d asset not puffery because defendants knew the asset\n\nwas underdeveloped); Signet, 2018 WL 6167889, at *11\u201312 (statements about \u201cstrong,\u201d \u201crobust,\u201d\n\nand \u201cvery healthy\u201d asset not puffery because many were made in response to direct analyst\n\nquestions).19\n\nII. THE COMPLAINT ADEQUATELY ALLEGES SCIENTER\n\n Scienter is pled by allegations of conscious misbehavior or recklessness, or motive and\n\nopportunity to defraud. See Puddu v. 6D Global Techs., Inc., 742 F.App\u2019x 553, 556 (2d Cir. 2018).\n\nDefendants are reckless if they \u201cknew facts or had access to information suggesting that their\n\npublic statements were not accurate[.]\u201d Blanford, 794 F.3d at 306. Courts must consider \u201call of\n\nthe facts alleged \u2026 collectively\u201d to determine if an inference of scienter is, like here, \u201ccogent and\n\nat least as compelling\u201d as the competing inference. Tellabs, Inc. v. Makor Issues & Rights, Ltd.,\n\n551 U.S. 308, 322-24 (2007). Ties go \u201cto the plaintiff\u201d and motive is not required to plead scienter.\n\n\n\n19\n Taken in context, Defendants\u2019 statements are in stark contrast to the general statements of\n\u201ccompetitive advantages\u201d and \u201chighly efficient operation\u201d in Police & Fire Ret. Sys. City of\nDetroit v. Argo Group Int\u2019l Holdings, Ltd., 2024 WL 5089970, at *11 (S.D.N.Y. Dec. 12, 2024),\nor the \u201cgeneric\u201d and \u201cindefinite\u201d statements about \u201cintegrity and credibility\u201d in Boca Raton\nFirefighters & Police Pension Fund v. Bahash, 506 F.App\u2019x 32, 37 (2d Cir. 2012) (DB18-19 &\nn.9). Moreover, contrary to the statements in In re Philip Morris Int\u2019l Inc. Sec. Litig., 89 F.4th 408,\n417 (2d Cir. 2023), whether Telus was designing and delivering \u201cunique\u201d and \u201ccomprehensive\u201d\nAI capabilities (\u00b6\u00b6108, 121) is verifiable.\n\n\n 20\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 28 of 37\n\n\n\n\nCity of Pontiac Gen. Emps.\u2019 Retirement Sys. v. Lockheed Martin Corp., 875 F.Supp.2d 359, 371\n\n(S.D.N.Y. 2012) (motive and opportunity is \u201can alternative test.\u201d). As discussed below, contrary\n\nto Defendants\u2019 assertion (DB22-23), the AC alleges facts supporting each Defendant\u2019s scienter.\n\n A. Defendants\u2019 Admissions That Telus Only Had Pilot Programs Strongly\n Supports Scienter\n\n At the end of the Class Period, on calls held by Puritt and Chande, Defendants finally\n\nadmitted that Telus\u2019 touted AI offerings merely consisted of low margin \u201cpilot\u201d projects. Indeed,\n\nDefendants blamed Telus\u2019 low margins on the facts that \u201cwe\u2019re deploying pilots all over the place\n\n\u2026 [b]ut it\u2019s hard to charge full freight for a pilot\u201d; Telus\u2019 \u201cAI-centric\u201d bookings had caused\n\n\u201cmargin pressure because \u2026 we don\u2019t get to charge full freight on the proof-of-concept pilot\u201d;\n\nTelus\u2019 \u201cnascent\u201d AI initiatives had \u201ccannibalized\u201d higher margin offerings; and \u201cwhen we\n\ndemonstrate [our AI] capability \u2026 we can then look to expand the margin yield.\u201d \u00b6\u00b6155, 157-60,\n\n171-80, 209. Thus, Defendants admittedly knew they were selling mere \u201cpilot\u201d AI offerings and\n\nhad not yet demonstrated their AI capabilities.\n\n Moreover, Defendants knew they were charging discounted rates for pilots because they\n\nmade the decision to charge those discounted rates (\u00b6158), discussed pricing in nearly every\n\nearnings call (\u00b6\u00b690-91, 108, 174-180), and Puritt himself acknowledged the innate logic that \u201cit\u2019s\n\nhard to charge full freight for a pilot.\u201d \u00b6173. See In re Vivendi Universal, S.A. Sec. Litig., 765\n\nF.Supp.2d 512, 553-554 (S.D.N.Y. 2011) (scienter where admissions of liquidity crisis supported\n\ninference it did not arise overnight); see also Blanford, 794 F.3d at 306-07 (scienter pled where\n\ndefendants \u201cknew facts or had access to information suggesting that their public statements were\n\nnot accurate\u201d); Stadium Capital LLC v. Co-Diagnostics, Inc., 2024 WL 456745, at *6 (S.D.N.Y.\n\nFeb. 5, 2024) (finding \u201cwe\u201d in \u201cwe are \u2026 able to monitor\u201d included all executives on call where\n\nadmission was made).\n\n\n\n 21\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 29 of 37\n\n\n\n\n Defendants\u2019 admissions of \u201cnascent\u201d and \u201cpilot\u201d AI offerings are corroborated by CW\n\naccounts. Even if the CWs did not directly interact with the Individual Defendants, they uniformly\n\ncorroborate that, during the Class Period, Telus had no significant or proprietary AI capabilities,\n\nor even the staff to develop them. \u00b6\u00b651-58, 60-61. See In re Avon Sec. Litig., 2019 WL 6115349,\n\nat *21 (S.D.N.Y. Nov. 18, 2019) (finding scienter and that the \u201cnotion that [CWs] cannot be\n\nbelieved because none had direct contact with any individual Defendant is contrary to law.\u201d). Thus,\n\nall Defendants lacked a good faith basis for their claims about Telus\u2019 AI capabilities.\n\n Defendants rely on a single, boilerplate reference to possibly employing pilots for any new\n\nprogram, as somehow showing their \u201ctransparency\u201d and undercutting scienter. DB23. As\n\ndiscussed in \u00a7I.A. supra, this argument fails because the disclosures did not address Telus\u2019 AI\n\ninitiatives or inform investors that Telus only had pilots. See In re Synchrony Fin. Sec. Litig., 2022\n\nWL 427499, at *7-10 (D. Conn. Feb. 11, 2022) (rejecting risk disclaimers as undermining\n\nscienter).20\n\n B. Defendants Admitted They Were Harmed By Price Competition and Their\n Cost Transformation Initiatives Materially Underperformed Due to Telus\u2019\n Lack of AI Capabilities\n\n At the end of the Class Period, Defendants admitted that competitors\u2019 continued focus on\n\nmarket share over margins had forced Telus to cut prices during the Class Period to such a degree\n\nthat it \u201cput us in this unendurable position\u201d of allowing the \u201ccomplete eradication of margin\n\nyields.\u201d \u00b6\u00b6159-60, 174-76. More specifically, Puritt admitted that Telus had to cut prices because,\n\nthroughout the Class Period, Telus \u201cjust ke[pt] losing opportunities because of price\u201d and had\n\nrepeatedly kept being \u201ctold in the postmortem [after losing out on sales to competitors] that we\n\n\n\n20\n Unlike the \u201csignificant disclosures about the exact risk\u201d in City of Coral Springs Police Officers\u2019\nRet. Plan v. Farfetch Ltd., 565 F.Supp.3d 478, 490 (S.D.N.Y. 2021), Defendants\u2019 disclosures here\nwere minimizing, hypothetical, and wholly unrelated to the pilots at issue.\n\n\n 22\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 30 of 37\n\n\n\n\nwere just too expensive\u201d so \u201cwe just decided that we can\u2019t keep missing out on opportunities.\u201d\n\n\u00b6\u00b675-76, 158; see Set Capital LLC v. Credit Suisse Group AG, 996 F.3d 64, 78 (2d Cir. 2021)\n\n(defendants\u2019 responsive action supported scienter). Indeed, Telus\u2019 \u201cunendurable\u201d position with\n\n\u201ccomplete eradication\u201d of margins \u201cdid not develop overnight.\u201d Vivendi, 765 F.Supp.2d at 553-\n\n54.\n\n Further, as discussed above, because Defendants admittedly knew Telus did not have the\n\nclaimed AI capabilities, they also knew they could not gain the AI-based internal cost efficiencies\n\nthey touted, and admitted at the end of the Class Period that they only hoped to implement such\n\nmeasures in the future. E.g., \u00b6\u00b6161-63, 177-81. The foregoing were facts Defendants knew during\n\nthe Class Period, not ones that just materialized at the end of the Class Period (and thus not \u201cfraud-\n\nby-hindsight\u201d). Blanford, 794 F.3d at 306-07; Vivendi, 765 F.Supp.2d at 553-54.\n\n C. Defendants Held Themselves Out as Knowledgeable\n\n Throughout the Class Period, Defendants provided detailed updates and answers to analyst\n\nquestions about Telus\u2019 AI capabilities, pricing, cost reduction, and margins, indicating personal\n\nknowledge thereof. \u00b6\u00b6182-90. See In re Nielsen Holdings PLC Sec. Litig., 510 F.Supp.3d 217, 237\n\n(S.D.N.Y. 2021) (frequent discussion of topic demonstrates scienter).\n\n For example, Defendants consistently affirmed Telus\u2019 market and price competitiveness\n\nbecause of its \u201cunique\u201d and \u201cdifferentiated\u201d AI offerings (\u00b6\u00b689-90, 100, 102, 108, 111-13, 119-\n\n21, 174); and provided detailed updates and answers to analyst questions on Telus\u2019 AI offerings,\n\npricing, cost efficiency programs (referencing specific programs), as well as their effects on Telus\u2019\n\noverall margins and business. See, e.g., \u00b697 (Puritt claiming \u201cwe\u2019ve been quite prescient in\n\nbuilding out the scope and scale of our technology\u201d); \u00b6105 (Kanu describing improved margins\n\ndue to implementing \u201cfurther automation and Gen AI solutions internally\u201d); \u00b6108 (Puritt\n\nresponding to analyst question about price competition that because of our \u201cunique differentiated\n\n\n 23\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 31 of 37\n\n\n\n\nAI\u201d and other capabilities \u201cwe\u2019ll continue to be able to distinguish ourselves from the\n\ncompetition\u201d); \u00b6121 (Puritt claiming that \u201calmost everybody\u201d was talking to Telus about AI); see\n\nalso \u00b6\u00b6104, 115, 123, 133, 143, 145, 185-86. Compare In re Romeo Power Inc. Sec. Litig., 2022\n\nWL 1806303, at *5 (S.D.N.Y. June 2, 2022) (detailed knowledge and involvement in relevant\n\nissues supported scienter) and S. Ferry LP # 2 v. Killinger, 687 F.Supp.2d 1248, 1258-60 (W.D.\n\nWash. 2009) (intimate knowledge of issues, direct responses to analyst questions, and admissions\n\ndemonstrated actual knowledge) with E. Point Sys., Inc. v. Steven Maxim, S2k, Inc., 133 F.Supp.3d\n\n430, 436-37 (D. Conn. 2015) (no allegations projections were \u201cinconsistent with information\n\navailable to Plaintiffs\u201d).\n\n Defendants also touted their visibility into and personal involvement in Telus\u2019 day-to-day\n\noperations, claiming they were \u201csupremely confident\u201d in their \u201cstrong visibility\u201d into Telus\u2019\n\nfinancial and operational results. \u00b6\u00b693, 189; see In re STMicroelectronics N.V. Sec. Litig., 2025\n\nWL 2644241, at *3 (S.D.N.Y. Sept. 15, 2025) (visibility statements supported scienter).\n\nDefendants explained their confidence resulted from constant \u201cdiscussions with clients in terms of\n\nplanning their projects and priorities\u201d and as a \u201cdirect consequence\u201d of \u201cconversations [Puritt was]\n\npersonally having with existing and prospective customers.\u201d \u00b6\u00b6187, 189. See Romeo Power, 2022\n\nWL 1806303, at *5; Yannes, 2021 WL 2555437, at *5 (defendant\u2019s personal involvement in\n\noperations supported scienter); In re Alstom SA Sec. Litig., 406 F.Supp.2d 433, 456, 459-60\n\n(S.D.N.Y. 2005) (Marrero, J.) (allegations of officers\u2019 direct involvement in day-to-day operations\n\nand familiarity with relevant issues supported scienter). 21\n\n\n\n21\n Defendants\u2019 demand for specific reports to show Defendants\u2019 knowledge (DB24) is unnecessary\nespecially where, as here, Defendants admit actual knowledge of the subject of the misstatements.\nStadium Capital, 2024 WL 456745, at *6 (specific reports not required where defendants admit\nactual knowledge). Moreover, In re AppHarvest Sec. Litig., 684 F.Supp.3d 201, 243 (S.D.N.Y.\n\n\n\n 24\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 32 of 37\n\n\n\n\n D. Telus\u2019 Major Shift to, and Focus on, AI Supports Scienter\n\n Prior to and during the Class Period, Defendants shifted Telus\u2019 entire focus from its legacy\n\nCX business to, and staked its future on, the burgeoning AI market. \u00b6\u00b6191-96. Defendants\n\nregularly indicated that Telus\u2019 expanding AI capabilities were critical to its growth and margins,\n\nand Puritt emphasized Telus\u2019 purported pivotal role in the AI \u201cgold rush for years to come\u201d \u00b6\u00b689,\n\n147. CWs also confirmed Telus\u2019 intense internal focus on AI. For example, CW-3 recalled that\n\nTobias Dengel, WillowTree\u2019s CEO, \u201cmade a big speech\u201d saying \u201cthe company was now going to\n\npursue AI.\u201d \u00b6\u00b6197-98. All CWs recounted that Telus diverted numerous employees from high-\n\nmargin billable work to developing AI initiatives, which became a top Company-wide priority.\n\n\u00b6\u00b651-58, 60-61, 198. Defendants\u2019 external and internal prioritization of AI initiatives, along with\n\ntheir claimed laser-focus on margins, supports scienter. See Yannes, 2021 WL 2555437, at *5\n\n(importance of subject matter to company \u201cat the very least\u201d supports scienter); Wang, 661 F.\n\nSupp.3d at 237 (similar); Synchrony, 2022 WL 427499, at *8 (similar). 22\n\nIII. THE COMPLAINT ADEQUATELY ALLEGES LOSS CAUSATION\n\n Loss causation allegations are assessed under the Rule 8 notice pleading standard, requiring\n\nonly \u201csome indication of the loss and the causal connection that the plaintiff has in mind.\u201d Dura,\n\n544 U.S. at 346-47. A corrective disclosure need not be a \u201cmirror image\u201d of the alleged\n\nmisstatement. Freudenberg v. E*Trade Fin. Corp., 712 F.Supp.2d 171, 202 (S.D.N.Y. 2010).\n\nPartial corrective disclosures are permissible. Id. Loss causation is ordinarily an issue for the trier\n\n\n\n2023) (DB24), found that defendants holding themselves out as knowledgeable \u201cundoubtedly\nweigh[s] in favor of a finding of scienter.\u201d\n22\n These cases demonstrate that, contrary to Defendants\u2019 assertion, courts in this Circuit find that\nthe importance of the subject matter at issue can support scienter, a point Defendants concede\n(DB25), even when the operation does not constitute \u201cnearly all\u201d of a company\u2019s business (DB24-\n25, citing Tyler v. Liz Claiborne, Inc., 814 F.Supp.2d 323 (S.D.N.Y. 2011); In re Plug Power, Inc.\nSec. Litig., 2023 WL 5577276 (S.D.N.Y. Aug. 29, 2023)).\n\n\n 25\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 33 of 37\n\n\n\n\nof fact. Carpenters Pension Trust Fund of St. Louis v. Barclays PLC, 750 F.3d 227, 233-34 (2d\n\nCir. 2014).\n\n A. May 9, 2024 Corrective Disclosure\n\n On May 9, 2024, Defendants revealed Telus missed revenue and earnings targets,\n\nattributing the misses to Telus \u201cworking [] on\u201d \u201cpilot\u201d projects in AI for \u201cmany\u201d customers,\n\nresulting in margin pressure and revenue decline. \u00b6\u00b6138-41, 203-04. This disclosure was the first\n\ninkling to investors that Telus lacked fully-developed AI offerings and could not generate\n\nsignificant profitability therefrom. Id. In response, the price of Telus Equity Shares fell 18.14%.\n\n\u00b6205.\n\n Defendants\u2019 disclosures partially corrected their prior misstatements, among others, that\n\nTelus had heavy capabilities in AI, a full suite of cognitive AI capabilities, and was equipped to\n\ndeliver cutting-edge AI solutions. See \u00a7I.A., supra. Defendants\u2019 disclosure of poor margins also\n\ncorrected prior misrepresentations that Telus had already \u201cactioned\u201d AI-based initiatives internally\n\nleading to major cost reductions and boosting margins. See \u00a7I.B., supra. Analysts understood\n\nDefendants\u2019 disclosures as correcting their prior misstatements, highlighting that margins had not\n\nimproved as expected, contrary to Defendants\u2019 AI capability misstatements. Indeed, a CIBC\n\nResearch report later that day noted lower-than-expected margins, due to the failed cost initiatives\n\nand low-margin AI revenue drag: \u201c[f]or margins to improve over the remainder of the year, cost\n\nsaving initiatives, mix shifting towards higher-margin revenue, and revenue growth will all need\n\nto have a meaningful impact.\u201d \u00b6207; see also \u00b6206. Boston Ret. Sys. v. Alexion Pharms., Inc., 556\n\nF.Supp.3d 100, 141 (D. Conn. 2021) (\u201ccontemporaneous analyst commentary\u201d supports loss\n\ncausation).\n\n Thus, contrary to Defendants\u2019 suggestion (DB25), Plaintiff\u2019s loss causation allegations do\n\nnot rely simply on poor financial results. Rather, Plaintiff connects Telus\u2019 stated reasons for the\n\n\n 26\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 34 of 37\n\n\n\n\npoor earnings, including poor margins, to a correction of prior misstatements regarding AI\n\ncapabilities resulting in internal cost savings to lower margins, as supported by analyst\n\nunderstandings. See Abramson, 965 F.3d at 179-80 (loss causation pled where corrective\n\ndisclosure reflects subject of misstatement).23 Moreover, as discussed above, Defendants\u2019 truth-\n\non-the-market defense\u2014that Telus mentioned in passing it sometimes \u201cmay\u201d run a pilot program\n\nfor any of its offerings\u2014was insufficient to inform investors that Telus only had pilot projects for\n\nAI.\n\n B. August 2, 2024 Corrective Disclosure\n\n On August 2, 2024, Defendants revealed for the first time that (i) Telus was not close to\n\nachieving the claimed $60 million AI-based cost efficiencies in 2024 because it was still \u201cworking\n\nto\u2026migrate to a more GenAI-enabled environment\u201d and \u201cdeploy[] more automation;\u201d (ii) contrary\n\nto Defendants\u2019 touting of Telus\u2019 AI offerings, they were \u201cnascent\u201d and low-margin AI pilots,\n\nwhich \u201ccannibalized\u201d Telus\u2019 higher margin offerings; and (iii) Telus had cut prices to boost\n\nrevenues in response to customer feedback that \u201cwe were just too expensive.\u201d \u00b6\u00b6151-64, 174-81,\n\n208-10.24 Defendants\u2019 disclosures corrected their prior misstatements that, e.g., Telus had a\n\n\u201cproprietary,\u201d \u201cheavy,\u201d \u201ccutting-edge,\u201d \u201cfull suite of cognitive AI capabilities\u201d to profit from the\n\nAI \u201cgold rush\u201d (see \u00a7I.A., supra), had already \u201cactioned\u201d AI-based initiatives internally leading to\n\nmajor cost reductions and boosting margins (see \u00a7I.B., supra), and could charge higher prices\n\n\n\n\n23\n Unlike the one-word stock downgrades (e.g., neutral, accumulate) alleged to be correctives in\nLentell v. Merrill Lynch & Co., Inc., 396 F.3d 161, 175 (2d. Cir 2005), the detailed May and August\n2024 disclosures, here, clearly demonstrate the falsity of prior statements.\n24\n Born v. Quad/Graphics, Inc., 521 F.Supp.3d 469 (S.D.N.Y. 2021), is inapplicable. There,\nQuad/Graphics merely revealed it would \u201caccelerate\u201d its transformation (without any indication it\nhad known it was proceeding too slowly). Here, Plaintiff alleges Telus revealed that all along it\ncould only muster AI \u201cpilots\u201d and thus did not have the claimed underlying capability to support\nthe strategic shift to achieve AI-generated internal cost efficiencies.\n\n\n 27\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 35 of 37\n\n\n\n\nbecause it offered better \u201cvalue for money\u201d and had not seen a degradation in revenue (see \u00a7I.C.,\n\nsupra).\n\n Upon the news, Telus\u2019 equity shares dropped 35.96%. \u00b6211. Analysts\u2019 surprise confirms\n\nthese disclosures corrected Defendants\u2019 prior misrepresentations. \u00b6\u00b6212-16 (e.g., \u201cit will take time\n\nfor TIXT to rebuild credibility and gain enough proof points to make a call on their AI\n\npositioning\u201d).\n\n Defendants, again, seek protection from their generic \u201cwarn[ings]\u201d about the competitive\n\nenvironment and \u201cuncertainty,\u201d which is insufficient because it did not convey to investors any of\n\nthe information provided during the May or August 2024 corrective disclosures. \u00a7I.D., supra.\n\nBecause the salient facts were not discussed in their risk disclosures, this argument fails. 25\n\nIV. THE CONTROL PERSON CLAIMS SHOULD BE SUSTAINED\n\n Defendants\u2019 arguments concerning \u00a720(a) are derivative of their \u00a710(b) arguments.\n\nBecause the AC adequately alleges \u00a710(b) claims against the Individual Defendants, it also states\n\n\u00a720(a) claims. See Altimeo, 19 F.4th at 152.\n\n CONCLUSION\n\n For the foregoing reasons, Defendants\u2019 Motion should be denied. If the Court grants any\n\npart of Defendants\u2019 motion, Plaintiff respectfully requests leave to amend. In re Hut 8 Corp. Sec.\n\nLitig., 2025 WL 2636150, at *25 (S.D.N.Y. Sept. 12, 2025) (Marrero, J.).\n\nDated: December 10, 2025 Respectfully Submitted,\n\n LEVI & KORSINSKY, LLP\n\n By: /s/ Shannon L. Hopkins\n Shannon L. Hopkins (SH-1887)\n Gregory M. Potrepka (GP-1275)\n Andrew E. Lencyk (AL-4329)\n\n25\n Defendants are wrong that materialization of a concealed risk cannot satisfy loss causation.\nVivendi, 838 F.3d at 261-62.\n\n\n 28\n\fCase 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 36 of 37\n\n\n\n\n 1111 Summer Street, Suite 403\n Stamford, CT 06905\n Telephone: (203) 992-4523\n Facsimile: (212) 363-7171\n shopkins@zlk.com\n gpotrepka@zlk.com\n alencyk@zlk.com\n\n Lead Counsel for Lead Plaintiff and the Class\n\n\n\n\n 29\n\f Case 1:25-cv-00889-VM Document 38 Filed 12/10/25 Page 37 of 37\n\n\n\n\n CERTIFICATION OF WORD COUNT\n\n I, Shannon L. Hopkins, hereby certify pursuant to Local Civil Rule 7.1(c) that Plaintiff\u2019s\n\nMemorandum of Law in Opposition to Defendants\u2019 Motions to Dismiss contains 8,736 words, in\n\ncompliance with the limit of 8,750 words.\n\nDated: December 10, 2025\n\n\n /s/ Shannon L. Hopkins\n SHANNON L. HOPKINS\n\n Lead Counsel for Lead Plaintiff and the Class\n\n\n\n\n 30\n\f","ocr_status":1,"date_upload":"2026-05-12T03:10:49.961322-07:00","document_number":"38","attachment_number":null,"pacer_doc_id":"127038709389","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Memorandum of Law in Opposition to Motion","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/478873251/","id":478873251,"tags":[],"absolute_url":"/docket/69594105/38/1/sarria-v-telus-international-cda-inc/","date_created":"2026-05-12T03:10:45.936071-07:00","date_modified":"2026-05-14T07:05:17.245802-07:00","sha1":"cd9267b337291330c79b12ce15baa65c29c9b29f","page_count":74,"file_size":851220,"filepath_local":"recap/gov.uscourts.nysd.636009/gov.uscourts.nysd.636009.38.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.636009/gov.uscourts.nysd.636009.38.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 1 of 74\n\n\n\n\n EXHIBIT 1\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 2 of 74\n\n Sarria v. Telus International (CDA) Inc., et al., Case No. 1:25-CV-00889-VM\n Statements Alleged to be False and Misleading\n\n # Speaker/Date Alleged Misstatement Facts Supporting Falsity Facts Supporting Scienter\n 1. Speakers: \u201cTELUS International (NYSE This statement was false and \uf0b7 Purritt\u2019s admissions on May 9, 2024\n Kanu, Telus and TSX: TIXT), a leading misleading when made because it that Telus had only been \u201cworking []\n digital customer experience gave the false impression that Telus on\u201d \u201cpilot[]\u201d AI projects. \u00b6\u00b6170-71.\n Dates: 2/9/23, innovator that designs, builds, had meaningful ability to, \u201cdesign, \uf0b7 On the May 21, 2024 Analyst Day\n 5/4/23, and delivers next-generation build and deliver[]\u201d \u201cAI\u201d solutions Call, Puritt admitted that Telus was\n 7/13/23, solutions, including AI and when, in reality, Telus\u2019 existing \u201cdeploying pilots all over the place,\u201d\n 8/4/23, content moderation, for global employees with no AI experience and still had to prove its credentials,\n 11/3/23, 2/9/24 and disruptive brands\u2026\u201d were charged with trying to develop as it was only \u201cexperimenting at a\n AI products or services, and Telus relatively small scale to avoid\n (Telus press \u00b6\u00b678-79.1 never had any true AI offerings during potential catastrophe\u2026.,\u201d and that\n releases filed the Class Period beyond pilot \u201cit\u2019s hard to charge full freight for a\n on Form 6-K programs, as evidenced by the pilot when you\u2019re trying to prove out\n with the SEC.) following: your credentials and capabilities,\u201d\n \uf0b7 During CW-1\u2019s tenure through late and reiterating that \u201cwe don\u2019t get to\n 2022, Telus reassigned the personnel charge full freight on the proof-of-\n it had with no AI background or concept pilot.\u201d \u00b6171.\n experience to develop ideas for AI \uf0b7 Prior to and over the Class Period,\n offerings and support AI revenue from Meta, once Telus\u2019\n product/service development. \u00b6\u00b630, second largest client, dropped to\n 52. below 10% of overall sales due to a\n \uf0b7 CW-1, who trained and worked with lack of AI products/services and\n Telus technical personnel as part of higher prices, heightening the focus\n CW-1\u2019s responsibilities, stated that on Telus\u2019 AI offerings. \u00b6\u00b640, 66, 90,\n based on that experience, Telus 120, 169, 172.\n personnel did not have the \uf0b7 Purritt\u2019s admission on the August 2,\n background or experience in AI to 2024 Earnings Call that the focus\n develop AI capabilities, and further \u201conce again\u201d was on \u201cgetting in the\n said Telus conferred titles on door with these clients\u201d and that\n\n1\n References to \u201c\u00b6__\u201d are to paragraphs in Lead Plaintiff\u2019s Amended Class Action Complaint for Violations of the Federal Securities\nLaws. ECF 24.\n 1\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 3 of 74\n\n personnel that made it appear they \u201cwhen we demonstrate the [AI]\n had significant AI experience when capability set that we have, we can\n they had no training or background then look to expand the margin yield\n in AI. \u00b6\u00b630, 51, 53. derived from that[,]\u201d admitting that\n \uf0b7 CW-2 reported that, although Telus\u2019 AI offerings were \u201cpilot,\u201d\n WillowTree/Telus had no AI \u201cexperiment[al]\u201d and \u201cstill nascent\u201d\n products or services, or personnel throughout the Class Period. \u00b6\u00b662,\n with experience or capabilities in AI, 176.\n toward the latter part of 2023 and \uf0b7 Defendants\u2019 regular, detailed updates\n into 2024, Telus diverted numerous and responses to analyst questions\n WillowTree employees to \u201cAI about Telus\u2019 AI offerings showing\n teams\u201d to try to develop AI their knowledge. \u00b6\u00b6182-88.\n capabilities. \u00b655. \uf0b7 Defendants touted their knowledge\n \uf0b7 During CW-2\u2019s tenure from March of, visibility into, and personal\n 2021 to February 2024, there was involvement in Telus\u2019 day-to-day\n significant consternation at having operations, including personal\n employees reassigned from their conversations with existing and\n core competencies to internal efforts prospective customers. \u00b6\u00b6187-89.\n to develop AI offerings for which \uf0b7 Telus\u2019 marked shift to prominently\n such employees did not have the feature its AI offerings as critical to\n requisite experience. \u00b6\u00b631, 58. the Company\u2019s success. \u00b6\u00b6191-99.\n \uf0b7 CW-3, a Senior Software Engineer \uf0b7 Defendants knowingly pulled staff\n at WillowTree/Telus, confirmed that and engineers lacking any AI\n during CW-3\u2019s tenure from before experience or education off billable\n 2021 to May of 2023, WillowTree projects and put them on speculative\n employees that worked on AI AI development, resulting in Telus\n projects did not have experience or having no proprietary AI\n training in AI and engineers were products/services and mere pilots.\n being taken off billable projects to \u00b6\u00b651-58, 60-61.\n brainstorm ideas related to AI. \u00b6\u00b632, \uf0b7 To maintain the outward appearance\n 56. of AI capability, Telus went so far as\n \uf0b7 CW-3 was unaware of any to confer titles on personnel making it\n functioning AI offerings at appear they had significant\n WillowTree/Telus. \u00b656. experience and competence in AI,\n when they did not. \u00b653.\n\n 2\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 4 of 74\n\n \uf0b7 CW-4, a Software Engineer at\n WillowTree/Telus, reported that\n Telus had no proprietary AI\n technology, and had not created any\n LLMs or innovative AI\n technologies, nor did it have any\n staff with the expertise or\n background for developing AI\n technologies. Instead, Telus used\n other companies\u2019 products to pass\n off as its own. Thus, as CW-4 stated,\n customers were not interested in\n Telus\u2019 AI offerings. \u00b6\u00b633, 52, 57, 60.\n \uf0b7 According to CW-2, an Account\n Director, Business Development, at\n WillowTree/Telus who sold\n products and services to customers,\n there was no concrete AI offering to\n sell at either WillowTree or Telus,\n only case-by-case basis pitches to\n customers in hopes of co-developing\n a product with the customer, for\n which the customer might be an\n early adopter. \u00b6\u00b631, 59.\n \uf0b7 Puritt\u2019s admissions on May 9, 2024\n that Telus had only been \u201cworking []\n on\u201d selling \u201cpilot\u201d AI projects (for\n which he admitted at the May 21,\n 2024 investor conference Telus\n could not charge full price). \u00b6\u00b6170-\n 71.\n \uf0b7 Puritt\u2019s admission on the August 2,\n 2024 Earnings Call that \u201cwhen we\n demonstrate the capability set that\n we have [in AI], we can then look to\n\n 3\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 5 of 74\n\n expand the margin yield derived\n from that.\u201d But with its \u201cpilot,\u201d\n \u201cexperimental\u201d and \u201cstill nascent\u201d\n AI programs during the Class\n Period, Telus had not yet done that.\n \u00b6\u00b662, 160, 176.\n2. Speakers: \u201cTELUS International (NYSE See Statement No. 1. See Statement No. 1.\n Chande, Telus and TSX: TIXT), a leading\n digital customer experience\n Dates: 5/9/24, innovator that designs, builds,\n 8/2/24 and delivers next-generation\n solutions, including AI and\n (Telus press content moderation, for global\n releases filed and disruptive brands\u2026\u201d \u00b6\u00b678-\n on Form 6-K 79.\n with the SEC.)\n3. Speaker: Telus \u201cTELUS International (NYSE See Statement No. 1. See Statement No. 1.\n and TSX: TIXT), a leading\n Dates: digital customer experience\n 4/10/23, innovator that designs, builds,\n 5/10/23, and delivers next-generation\n 6/1/23, solutions, including AI and\n 10/30/23 content moderation, for global\n and disruptive brands\u2026\u201d \u00b6\u00b678-\n (Telus press 79\n releases posted\n on the investor\n relations\n section of\n Telus\u2019\n website.)\n4. Speakers: Telus\u2019 content moderators were This statement gave the false See Statement No. 1.\n Puritt, Telus \u201c[w]orking alongside AI impression that Telus had fully-\n technology, where TI has developed AI products/services and\n Date: 2/9/23 \u201cmeaningful [AI] capability at\n\n 4\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 6 of 74\n\nmeaningful capability at scale scale[,]\u201d and that Telus had hired\nto bring to bear.\u201d \u201ctalent\u201d with AI experience when, in\n reality, Telus used its existing\n\u00b681. employees with no AI experience to\n develop AI offerings and, thus, Telus\n was unable to develop any meaningful\n AI offerings beyond pilot programs at\n discounted prices during the Class\n Period, as evidenced by:\n \uf0b7 During CW-1\u2019s tenure through late\n 2022, Telus reassigned the personnel\n it had with no AI background or\n experience to develop ideas for AI\n offerings and support AI\n product/services development.\n \u00b6\u00b630, 52.\n \uf0b7 CW-1 said Telus conferred titles on\n personnel that made it appear they\n had significant AI experience when\n they had no training or background\n in AI. \u00b653.\n \uf0b7 CW-2 reported that, although\n WillowTree had no AI\n products/services or personnel with\n experience or capabilities in AI,\n toward the latter part of 2023 and\n through at least CW2\u2019s tenure into\n 2024, Telus diverted numerous\n WillowTree employees to \u201cAI\n teams\u201d to try to develop AI\n capabilities. \u00b655.\n \uf0b7 During CW-2\u2019s tenure from March\n 2021 to February 2024, there was\n significant consternation at having\n employees reassigned from their\n\n 5\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 7 of 74\n\n core competencies to internal efforts\n to develop AI for which such\n employees did not have the requisite\n experience. \u00b6\u00b631, 58.\n \uf0b7 CW-3 confirmed that during CW-3\u2019s\n tenure from before 2021 to May of\n 2023, WillowTree employees that\n worked on AI projects did not have\n experience or training in AI and\n engineers were being taken off\n billable projects to brainstorm ideas\n related to AI. \u00b656.\n \uf0b7 CW-3 was not aware of any\n functioning AI product/service at\n WillowTree. \u00b656.\n \uf0b7 CW-4 reported that Telus had no\n proprietary AI technology, and had\n not created any LLMs or innovative\n AI technologies, nor did it have any\n staff with the expertise or\n background for developing AI\n technologies. Instead, Telus used\n other companies\u2019 products to pass\n off as its own. Thus, as CW-4 stated,\n customers were not interested in\n Telus\u2019 AI offerings. \u00b6\u00b652, 57, 60.\n \uf0b7 According to CW-2, there was no\n concrete AI product/service to sell at\n either WillowTree or Telus, only\n case-by-case basis pitches to\n customers in hopes of co-developing\n a product/service for which the\n customer might be an early adopter.\n \u00b659.\n\n\n 6\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 8 of 74\n\n \uf0b7 Defendant Puritt\u2019s admissions on\n May 9, 2024 that Telus had only\n been selling \u201cpilot\u201d AI projects (for\n which he admitted at the May 21,\n 2024 investor conference Telus\n could not charge full price). \u00b6\u00b6170-\n 71.\n \uf0b7 Purritt\u2019s admission on the August 2,\n 2024 Earnings Call that \u201cwhen we\n demonstrate the capability set that\n we have, we can then look to expand\n the margin yield derived from that.\u201d\n But with its \u201cpilot,\u201d \u201cexperimental\u201d\n and \u201cstill nascent\u201d AI programs\n during the Class Period, Telus had\n not yet done that. \u00b6\u00b662, 160, 176.\n \uf0b7 Defendant Puritt\u2019s admission on\n May 21, 2024 that with respect to\n the AI pilot projects, Telus was still\n trying to prove its \u201ccredentials and\n capabilities\u201d and was\n \u201cexperimenting at a relatively small\n scale to avoid potential\n catastrophe[.]\u201d \u00b6171.\n\n5. Speakers: \u201c[W]e\u2019ve also secured an See Statement No. 4. See Statement No. 1.\n Puritt, Telus exciting infusion of digital\n talent at scale into our\n Date: 2/9/23 already robust end-to-end\n digital transformation\n capabilities, including\n premium content moderation\n services, AI data solutions and\n IT lifecycle services.\u201d \u00b682.\n\n\n 7\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 9 of 74\n\n6. Speakers: \u201cOur growth, profitability and These statements were materially \uf0b7 Puritt\u2019s admissions on May 9, 2024\n Puritt, Telus the diversity of our revenue false and misleading when made, that Telus had only been selling\n sources depend on our ability to because Telus was already losing \u201cpilot\u201d AI projects for which Telus\n Date: 2/9/23 develop and adopt new market share to the competition due in could not charge full price, thereby\n technologies to expand our part to high prices, which was having decreasing margins for AI products.\n existing offerings, proactively a material adverse effect on its \u00b6\u00b6170-71.\n identify new revenue streams revenues, costs and margins. As a \uf0b7 On the May 21, 2024 Analyst Day\n and improve cost efficiencies in result, the 2022 Form 20-F did not Call, Puritt admitted that, Telus was\n our operations, all while accurately portray Telus\u2019 then-current \u201cdeploying pilots all over the place\u201d\n meeting rapidly evolving client financial situation or business and that \u201cit\u2019s hard to charge full\n expectations. Although we are prospects because the warned about freight for a pilot when you\u2019re trying\n focused on maintaining and risk had materialized, as evidenced to prove out your credentials and\n enhancing the range of our by: capabilities and you\u2019re\n offerings, we may not be \uf0b7 During CW-2\u2019s tenure from March experimenting at a relatively small\n successful in anticipating or 2021 to February 2024, there was no scale...\u201d \u00b6171, 173.\n responding to our clients\u2019 concrete AI offering to sell at either \uf0b7 Prior to and over the Class Period,\n expectations and the WillowTree or Telus, only case-by- revenue from Meta, once Telus\u2019\n integration of our technology case basis pitches to customers in second largest client, dropped to\n solutions into our offerings hopes of co-developing a below 10% of overall sales due to a\n may not achieve the intended product/service for which the lack of AI products/services and\n enhancements or cost customer might be an early adopter. higher prices, heightening the focus\n reductions in our operations. \u00b6\u00b631, 59. on Telus\u2019 AI offerings. \u00b6\u00b640, 66, 172.\n New services and \uf0b7 According to CW-1 and CW-2, \uf0b7 Purritt\u2019s admission on the August 2,\n technologies offered by our Telus\u2019 diversion of inexperienced 2024 Earnings Call that \u201cwhen we\n competitors may make our personnel to AI resulted in more demonstrate the [AI] capability set\n service offerings man hours and higher costs and that we have, we can then look to\n uncompetitive, which may delays spent on projects trying to expand the margin yield derived from\n reduce our clients\u2019 interest in develop products/services for which that.\u201d But with its \u201cpilot,\u201d\n our offerings and our ability they did not have the relevant \u201cexperimental\u201d and \u201cstill nascent\u201d AI\n to attract new clients. Our background. \u00b6\u00b652, 58, 63. programs during the Class Period,\n failure to innovate, maintain \uf0b7 During CW-2\u2019s tenure from March Telus had not yet expanded margins\n technological advantages or 2021 to February 2024, CW-2 stated and had no timeframe for doing so.\n respond effectively and that employees were being diverted \u00b6\u00b662, 160, 176.\n timely to changes in from high-margin, paid projects, to \uf0b7 Puritt\u2019s admission on the August 2,\n technology could have a work on development projects that 2024 Earnings Call, that \u201cwe just\n\n 8\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 10 of 74\n\n material adverse effect on our generated no revenue, significantly keep losing opportunities because of\n business, financial decreasing overall revenues for price\u201d and being \u201ctold in the\n performance, financial Telus. \u00b655. postmortem [after losing out on sales\n condition and cash flows.\u201d \uf0b7 CW-1 and CW-2 confirmed work on to competitors] that we were just too\n AI projects took an extraordinary expensive and the competition we\u2019re\n \u00b6\u00b684-85. amount of personnel and time [sic] willing to provide a similar\n because Telus\u2019 did not have solution[,]\u201d and had thus cut prices on\n engineers with previous AI their products and services. \u00b6\u00b675,\n experience. The resultant higher 158.\n costs decreased Telus\u2019 margins on its\uf0b7 Defendants\u2019 regular, detailed updates\n AI initiatives. \u00b6\u00b652, 58, 63. and responses to analyst questions\n \uf0b7 Defendant Puritt\u2019s admission on about Telus\u2019 AI capabilities, margins,\n May 9, 2024 that Telus had only and pricing. \u00b6\u00b689-90, 108, 121, 182-\n been selling \u201cpilot\u201d AI projects, for 88.\n \uf0b7 Defendants touted their visibility into\n which it could not charge full prices,\n putting downward pressure on and personal involvement in Telus\u2019\n margins. \u00b6\u00b6170-71. day-to-day operations, including\n \uf0b7 Puritt\u2019s admission on August 2, 2024 personal conversations with existing\n Earnings Call that \u201cwhen we and prospective customers. \u00b6\u00b6187-89.\n demonstrate the capability set that \uf0b7 Telus\u2019 marked shift to prominently\n we have, we can then look to expand feature its AI offerings as critical to\n the margin yield derived from that.\u201d the Company\u2019s success. \u00b6\u00b6191-99.\n \uf0b7 Puritt\u2019s admission on the August 2, \uf0b7 Defendants knowingly pulled staff\n 2024 Earnings Call the \u201cwe just and engineers lacking any AI\n keep losing opportunities because experience or education off billable\n of price[,]\u201d because \u201cwe were just projects and put them on speculative\n too expensive and the competition AI development, resulting in Telus\n we\u2019re [sic] willing to provide a having no proprietary AI offerings\n similar solution.\u201d \u00b6\u00b675, 157-59. and mere pilots offered at discounted\n prices that reduced margins. \u00b6\u00b651-58,\n 60-61.\n7. Speakers: \u201cIf we are unable to These statements were false when See Statement No. 6.\n Puritt, Telus accurately forecast our made because, at the time, Telus was\n pricing models or optimize already experiencing pressure on\n Date: 2/9/23 the mix of products and pricing and losing market share to\n\n 9\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 11 of 74\n\nservices we provide to meet competition, forcing Telus to lower its\nchanging client demands, or prices, including through pilot\nif we are unable to adapt to programs, which had a material\nchanging pricing and adverse effect on its margins and\nprocurement demands of our profitability, as evidenced by:\nclients, our business, \uf0b7 During CW-2\u2019s tenure from March\nfinancial performance, 2021 to February 2024, there was no\nfinancial condition and cash concrete AI offering to sell at either\nflows may be adversely WillowTree or Telus, only case-by-\naffected. case basis pitches to customers in\n *** hopes of co-developing a\nIf we make inaccurate product/service for which the\nassumptions in pricing our customer might be an early adopter.\ncontracts, our profitability \u00b6\u00b631, 59.\nmay be negatively affected. In \uf0b7 During CW-2\u2019s tenure from March\naddition, if the number of our 2021 to February 2024, employees\nclients that request were being diverted from high-\nalternative pricing models margin, paid projects, to work on AI\ncontinues to increase in line development projects that generated\nwith industry trends, we may no revenue, significantly decreasing\nbe unable to maintain our overall revenues. \u00b6\u00b631, 55.\nhistorical levels of \uf0b7 CW-1 and CW-2 confirmed work on\nprofitability under these AI projects took an extraordinary\nevolving alternative pricing amount of personnel and time\nmodels and our financial because Telus\u2019 did not have\nperformance may be engineers with AI experience,\nadversely affected, or we may requiring more people and more\nnot be able to offer pricing time to work on projects, thereby\nthat is attractive relative to decreasing Telus\u2019 margins. \u00b6\u00b652, 58,\nour competitors. Some of our 63.\nclients\u2019 [sic] may continue to \uf0b7 Defendant Puritt\u2019s admission on\nevolve their procurement May 9, 2024 that Telus had only\nmethodology by increasing the been selling \u201cpilot\u201d AI projects, for\nuse of alternative methods, which it could not charge full prices,\nsuch as reverse auctions. These\n\n 10\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 12 of 74\n\n methods may impact our putting downward pressure on\n ability to gain new business margins. \u00b6\u00b6170-71.\n and maintain profit margins, \uf0b7 Puritt\u2019s admission on August 2, 2024\n and may require us to adapt Earnings Call that \u201cwhen we\n our sales techniques, which demonstrate the capability set that\n we may be unsuccessful in we have, we can then look to expand\n doing in a timely manner or the margin yield derived from that.\u201d\n at all.\u201d \u00b6176.\n \uf0b7 Puritt\u2019s admission on the August 2,\n \u00b687. 2024 Earnings Call, that \u201cwe just\n keep losing opportunities because\n of price\u201d and being \u201ctold in the\n postmortem [after losing out on\n sales to competitors] that we were\n just too expensive and the\n competition we\u2019re [sic] willing to\n provide a similar solution.\u201d \u00b6\u00b675,\n 157-59.\n8. Speakers: \u201cAs a result of our Lionbridge These statements were false when See Statement No. 6.\n Puritt, Telus AI acquisition back in made because Telus had no\n December 2020, we have AI meaningful AI capabilities beyond\n Date: 2/16/23 enablement competencies of manually-intensive data annotation\n consequence, and we are and premature \u201cpilot\u201d projects and\n better positioned than most to thus, Telus was not a \u201cpremium\n help enable this gold rush for provider.\u201d \u00b692. Defendants\u2019\n years to come. It\u2019s like we\u2019re statements also gave the false\n selling the picks and shovels.\u201d impression that Telus had fully-\n developed AI products or services at\n \u00b689. scale and gaining market share when,\n in reality, Telus did not have an\n meaningful AI capabilities and was\n losing market share, as evidenced by:\n \uf0b7 During CW-1\u2019s tenure through late\n 2022, to save costs, Telus reassigned\n personnel with no AI background or\n\n 11\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 13 of 74\n\n experience to develop ideas for AI\n offerings and support AI\n product/service development and\n conferred titles on personnel that\n made it appear they had significant\n AI experience when they did not.\n \u00b6\u00b630, 52-53.\n \uf0b7 CW-2 reported that, although\n WillowTree had no AI products or\n services or personnel with AI\n experience, toward the latter part of\n 2023 and through at least CW2\u2019s\n tenure into 2024, Telus diverted\n numerous WillowTree employees to\n \u201cAI teams\u201d to try to develop AI\n capabilities. \u00b6\u00b631, 55.\n \uf0b7 During CW-2\u2019s tenure from March\n 2021 to February 2024, there was\n significant consternation at having\n employees reassigned from their\n core competencies to internal efforts\n to develop AI for which such\n employees did not have the requisite\n experience. \u00b6\u00b631, 58.\n \uf0b7 CW-3 confirmed that during CW-3\u2019s\n tenure from before 2021 to May of\n 2023, WillowTree employees that\n worked on AI projects did not have\n experience or training in AI and\n corroborated that engineers were\n being taken off (non AI-related)\n billable projects to non-billable\n work trying to brainstorm ideas\n related to AI. \u00b6\u00b632, 56.\n\n\n 12\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 14 of 74\n\n \uf0b7 CW-3 was not aware of any\n functioning AI product or service at\n WillowTree. \u00b656.\n \uf0b7 CW-4 reported that during CW-4\u2019s\n tenure from Summer 2021 to Spring\n 2024, Telus had no proprietary AI\n technology, and had not created any\n LLMs or innovative AI\n technologies, nor did it have any\n staff with the expertise or\n background for developing AI\n technologies. Instead, Telus used\n other companies\u2019 products to pass\n off as its own. Thus, as CW-4 stated,\n customers were not interested in\n Telus\u2019 AI offerings. \u00b6\u00b633, 52, 57, 60.\n \uf0b7 According to CW-2, there was no\n concrete AI offering to sell at either\n WillowTree or Telus, only case-by-\n case basis pitches to customers in\n hopes of co-developing a product or\n service for which the customer\n might be an early adopter. \u00b659.\n \uf0b7 Puritt\u2019s admission on May 9, 2024\n that Telus had only been selling\n \u201cpilot[]\u201d AI projects (for which he\n admitted at the May 21, 2024\n investor conference Telus could not\n charge full price). \u00b6\u00b6170-71.\n \uf0b7 Puritt\u2019s admission on the August 2,\n 2024 Earnings Call that \u201cwhen we\n demonstrate the capability set that\n we have, we can then look to expand\n the margin yield derived from that.\u201d\n But with its \u201cpilot,\u201d \u201cexperimental\u201d\n\n 13\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 15 of 74\n\n and \u201cstill nascent\u201d AI programs\n during the Class Period, Telus had\n not yet done that. \u00b6\u00b662, 160, 176.\n \uf0b7 Puritt\u2019s admission on May 21, 2024\n that with respect to the AI pilot\n projects, Telus was still trying to\n prove its \u201ccredentials and\n capabilities\u201d and was\n \u201cexperimenting at a relatively small\n scale to avoid potential\n catastrophe.\u201d \u00b6171.\n \uf0b7 Puritt\u2019s admission during Telus\u2019\n August 2, 2024 Earnings Call, that\n \u201cwe just keep losing opportunities\n because of price[,]\u201d and being \u201ctold\n in the postmortem [after losing out\n on sales to competitors] that we were\n just too expensive and the\n competition we\u2019re [sic] willing to\n provide a similar solution.\u201d \u00b6\u00b675,\n 157-59.\n9. Speakers: \u201cTI has purposefully put See Statement No. 8. See Statement No. 6.\n Puritt, Telus together the combination of\n new economy services of AI\n Date: 2/16/23 and content moderation that\n I think go together, just like\n peanut butter and jelly.\n\n Despite significant technology\n advancements, harmful\n content is still making its way\n to consumers. We feel brands\n should be doing more. We\n have a unique value\n\n\n 14\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 16 of 74\n\n proposition here, and we\u2019re\n not alone in that view. []\n\n Other than Accenture, no\n one else has what we have in\n this space. As you can see\n from the image taken [] on the\n screen here, this is a space that\n seemingly everyone wants to\n get into, but I suspect many\n don\u2019t realize just how difficult\n it is to do well at scale and on\n a sustained basis.\n\n There are many players in this\n space. It\u2019s very fragmented,\n and some participants are\n actually exiting in whole or in\n part. TI is not shying away. We\n see keeping the online world\n safe as a societal requirement\n and an exciting opportunity.\n\n TI holds a position of scale\n [a]s 1 of only 2 providers\n with more than 10% overall\n share. And trust and safety\n isn\u2019t just content moderation\n for social platforms.\u201d \u00b690.\n10. Speakers: In response to a question about See Statement No. 8. See Statement No. 6.\n Ringman, whether ChatGPT was a threat\n Telus or an opportunity for Telus,\n Defendant Ringman\u2019s response\n Date: 2/16/23 was that \u201cwe are a premium\n\n\n 15\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 17 of 74\n\n provider. We are not here to\n solve the simple tasks...\u201d \u00b691.\n\n11. Speakers: Jeffrey D. Puritt, President, This statement was materially false See Statement No. 6.\n Puritt, Telus CEO & Director and misleading when made because\n Defendants were seeing lower\n Date: 2/16/23 \u201cFair question. I feel supremely revenues from selling pilot projects at\n confident in our visibility into discounted prices, and were forced to\n what we\u2019ve guided for 2023. I cut prices on other products because\n think it\u2019s a fair observation that they had continually been undercut by\n the rotation into higher competitors, placing significant\n sensitivity and focus on downward pressure on margins, as\n efficiency in [sic] year for evidenced by:\n many of our clients is changing \uf0b7 CW-1 and CW-2\u2019s accounts that,\n perhaps some of the rather than hire employees with AI\n conversation. But I haven\u2019t experience, to save costs, Telus used\n seen a deterioration, personnel with no AI background or\n degradation or change of experience to develop ideas for AI\n consequence that makes me offerings. \u00b6\u00b652, 58, 63.\n feel less certain about our \uf0b7 CW-2\u2019s account that although\n ability to anticipate and WillowTree had no AI products or\n predict where we think our services or personnel with AI\n revenues will be this year.\u201d experience or capabilities, toward\n the latter part of 2023 and into 2024,\n \u00b693. Telus began diverting numerous\n WillowTree employees to \u201cAI\n teams\u201d to try to develop AI\n capabilities, notwithstanding their\n lack of AI experience. \u00b655.\n \uf0b7 Telus was unable to develop any\n meaningful AI products or services\n beyond, according to CW-2, only\n case-by-case basis pitches to\n customers. \u00b6\u00b655-59.\n\n\n 16\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 18 of 74\n\n \uf0b7 Defendant Puritt\u2019s admission on\n May 9, 2024 that Telus had only\n been selling \u201cpilot\u201d AI projects and\n on May 21, 2024 that Telus could\n not charge full prices for such pilots\n because \u201cit\u2019s hard to charge full\n freight for a pilot when you\u2019re\n trying to prove out your credentials\n and capabilities and you\u2019re\n experimenting at a relatively small\n scale.\u201d \u00b6\u00b6170-71.\n \uf0b7 Puritt\u2019s admission on the August 2,\n 2024 Earnings Call that \u201cwhen we\n demonstrate the capability set that\n we have, we can then look to expand\n the margin yield derived from that.\u201d\n But with its \u201cpilot,\u201d \u201cexperimental\u201d\n and \u201cstill nascent\u201d AI programs\n during the Class Period, Telus had\n not yet done that. \u00b6\u00b662, 160, 176.\n \uf0b7 Puritt\u2019s admission during Telus\u2019\n August 2, 2024 Earnings Call, that\n Telus had been forced to cut prices\n on its products because Telus was\n losing out to the competition,\n stating: \u201cwe just keep losing\n opportunities because of price[,]\u201d\n and being \u201ctold in the postmortem\n [after losing out on sales to\n competitors] that we were just too\n expensive and the competition we\u2019re\n [sic] willing to provide a similar\n solution.\u201d \u00b6\u00b675, 157-59.\n\n\n\n 17\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 19 of 74\n\n12. Speakers: Howen explained that Telus\u2019 Howen\u2019s statements were false when \uf0b7 Purritt\u2019s admissions on May 9, 2024\n Beth Howen, portfolio includes \u201cthe AAA made because Telus did not have a that Telus had only been selling\n Telus trifecta of analytics, artificial \u201cwide gamut\u201d of AI products and \u201cpilot[]\u201d AI projects. \u00b6\u00b6170-71.\n intelligence and automation,\u201d services, \u201cheavy\u201d AI capabilities or a \uf0b7 On the May 21, 2024 Analyst Day\n Date: 2/16/23 which Telus combines \u201cto \u201cproprietary\u201d \u201ccognitive AI suite\u201d as Call, Puritt admitted that, because\n support some of the world\u2019s the slide Telus showed to analyst Telus was \u201cdeploying pilots all over\n largest and most disruptive represented. \u00b698. Telus merely had the place[,]\u201d it still had to prove its\n brands\u2026\u201d data annotation and pilot projects. In credentials, and was only\n reality, Telus only had minimal AI \u201cexperimenting at a relatively small\n *** offerings provided in pilot programs, scale to avoid potential\n \u201cFor this customer, TI as evidenced by: catastrophe\u2026.\u201d \u00b6171.\n leveraged our heavy \uf0b7 During CW-1\u2019s tenure through late \uf0b7 Prior to and over the Class Period,\n capabilities in AI and 2022, Telus reassigned personnel revenue from Meta, once Telus\u2019\n machine learning to develop with no AI background or second largest client, dropped to\n a workforce management experience to develop ideas for AI below 10% of overall sales due to a\n solution. In this solution, we offerings and support AI product lack of AI products/services and\n delivered forecasting and development and conferred titles on higher prices, heightening the focus\n prediction, workforce personnel that made it appear they on Telus\u2019 AI offerings. \u00b6\u00b640, 66, 172.\n scheduling, lead management, had significant AI experience when \uf0b7 Purritt\u2019s admission on the August 2,\n time and work data collection they did not. \u00b6\u00b630, 52-53. 2024 Earnings Call that the focus\n as well as task and activity \uf0b7 CW-2 reported that, although \u201conce again\u201d was on \u201cgetting in the\n management.\u201d WillowTree had no AI door with these clients\u201d and that\n products/services or personnel with \u201cwhen we demonstrate the [AI]\n \u00b695. AI experience or capabilities, capability set that we have, we can\n toward the latter part of 2023 and then look to expand the margin yield\n through at least CW2\u2019s tenure into derived from that[,]\u201d admitting that\n 2024, Telus diverted numerous Telus\u2019 AI offerings were \u201cpilot,\u201d\n WillowTree employees to \u201cAI \u201cexperiment[al]\u201d and \u201cstill nascent\u201d\n teams\u201d to try to develop AI throughout the Class Period. \u00b6\u00b662,\n capabilities. \u00b6\u00b631, 55. 176.\n \uf0b7 During CW-2\u2019s tenure from March \uf0b7 Defendants\u2019 regular, detailed updates\n 2021 to February 2024, there was and responses to analyst questions\n significant consternation at having about Telus\u2019 AI offerings. \u00b6\u00b6182-88.\n employees reassigned from their \uf0b7 Defendants touted their visibility into\n core competencies to internal efforts and personal involvement in Telus\u2019\n\n 18\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 20 of 74\n\n to develop AI for which such day-to-day operations, including\n employees did not have the requisite personal conversations with existing\n experience. \u00b6\u00b631, 58. and prospective customers. \u00b6\u00b6187-89.\n \uf0b7 During CW-3\u2019s tenure from before \uf0b7 Telus\u2019 marked shift to prominently\n 2021 to May of 2023, WillowTree feature its AI offerings as critical to\n employees that worked on AI the Company\u2019s success. \u00b6\u00b6191-99.\n projects during did not have AI \uf0b7 Defendants knowingly pulled staff\n experience or training and engineers and engineers lacking any AI\n were being taken off (non AI- experience or education off billable\n related) billable projects to non- projects and put them on speculative\n billable AI work. \u00b6\u00b632, 56. AI development, resulting in Telus\n \uf0b7 CW-3 was not aware of any having no proprietary AI offerings\n functioning AI product or service at and mere pilots. \u00b6\u00b651-58, 60-61.\n WillowTree. \u00b656.\n \uf0b7 According to CW-2, there was no\n concrete AI offering to sell at either\n WillowTree or Telus, only case-by-\n case basis pitches to customers in\n hopes of co-developing a product or\n service for which the customer\n might be an early adopter. \u00b659.\n \uf0b7 CW-4 reported that during CW-4\u2019s\n tenure from Summer 2021 to Spring\n 2024, Telus had no proprietary AI\n technology, and had not created any\n LLMs or innovative AI\n technologies, nor did it have any\n staff with the expertise or\n background for developing AI\n technologies. Instead, Telus used\n other companies\u2019 products to pass\n off as its own. Thus, as CW-4 stated,\n customers were not interested in\n Telus\u2019 AI offerings. \u00b6\u00b633, 52, 57, 60.\n\n\n 19\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 21 of 74\n\n \uf0b7 Puritt\u2019s admissions on May 9, 2024\n that Telus had only been selling\n \u201cpilot[]\u201d AI projects. \u00b6\u00b6170-71.\n \uf0b7 Puritt\u2019s admission on the August 2,\n 2024 Earnings Call that \u201cwhen we\n demonstrate the capability set that\n we have, we can then look to expand\n the margin yield derived from that.\u201d\n But with its \u201cpilot,\u201d \u201cexperimental\u201d\n and \u201cstill nascent\u201d AI programs\n during the Class Period, Telus had\n not yet done that. \u00b6\u00b662, 160, 176.\n \uf0b7 Puritt\u2019s admission on May 21, 2024\n that with respect to the AI pilot\n projects, Telus was still trying to\n prove its \u201ccredentials and\n capabilities\u201d and was\n \u201cexperimenting at a relatively small\n scale to avoid potential\n catastrophe.\u201d \u00b6171.\n \uf0b7 Puritt\u2019s admission during Telus\u2019\n August 2, 2024 Earnings Call, that\n Telus was losing out to the\n competition, stating: \u201cwe just keep\n losing opportunities because of\n price\u201d and being \u201ctold in the\n postmortem [after losing out on\n sales to competitors] that we were\n just too expensive and the\n competition we\u2019re [sic] willing to\n provide a similar solution.\u201d \u00b6\u00b675,\n 157-59.\n \uf0b7 CW-4 said Telus did not develop any\n of the \u201cproprietary\u201d \u201ccognitive AI\n suite\u201d listed on the slide and teams\n\n 20\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 22 of 74\n\n used Open AI\u2019s ChatGPT or\n Google\u2019s Gemini product to build an\n app using it as an Application\n Programming Interface (\u201cAPI\u201d).\n Even then, CW-4 said, \u201c[i]t was a\n different company that built the API,\n we just plugged it in.\u201d CW-4 stated\n that there was nothing \u201cproprietary\u201d\n and customers could get these\n products elsewhere so there was\n little interest in Telus\u2019 AI offerings.\n \u00b6\u00b652, 57, 99.\n13. Speakers: Slide displaying Telus\u2019 \u201cAI See Statement No. 12. See Statement No. 12.\n Ringman, Cognitive Suite\u201d which\n Telus Ringman described as Telus\u2019\n \u201cfull suite of cognitive AI\n Date: 2/16/23 capabilities.\u201d\n ***\n \u201cThis slide represents our full\n suite of cognitive AI\n capabilities. We have\n invested in building a wide\n gamut of services from voice\n and text to images. These AI\n accelerators form the building\n blocks and can be used in any\n combination to enhance or\n expand or even simplify our\n environment, as well as\n develop next- generation\n solutions.\u201d\n\n\n \u00b696 (including copy of slide\n reproduced therein).\n\n 21\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 23 of 74\n\n14. Speakers: \u201cI think there\u2019s finally a See Statement No. 12. See Statement No. 12.\n Puritt, Telus recognition that technology is\n merely an enabler for a better\n Date: 2/16/23 business outcome but\n everybody here sees and senses\n if they\u2019re not leveraging\n technology more effectively so\n that their customers can self-\n serve, so that they can automate\n those channels, reduce the\n overall cost to serve whilst at\n the same time, continuing to\n grow their share of wallet,\n increase lifetime average\n revenue, they\u2019re missing the\n boat. And so again, we feel like\n we\u2019ve been quite prescient in\n building out the scope and\n scale of our technology-\n enabled service line so that\n we have something relevant\n to say and sell to all of these\n businesses.\u201d \u00b697.\n15. Speakers: \u201c[Telus] is well positioned to These statements they gave the false See Statement No. 12.\n Puritt, Telus benefit from the continued impression that Telus was\n proliferation of AI through experiencing \u201cimproved growth\n Date: 5/4/23 [its] meaningful and ongoing rates\u201d and was \u201cwell positioned to\n investments in this space and benefit\u201d from AI \u201cthrough [its]\n to support the emerging meaningful and ongoing investments\n ecosystem, including multiple in this space[,]\u201d when, in reality, Telus\n fee clients with the only had minimal AI offerings\n development of core provided in pilot programs and no\n generative AI data sets [an] experienced staff to develop AI\n area experiencing products/services, as evidenced by:\n extraordinary growth\u201d and\n\n 22\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 24 of 74\n\nexpected \u201cimproved growth \uf0b7 During CW-1\u2019s tenure through late\nrates\u201d. 2022, to save costs, Telus reassigned\n *** personnel with no AI background or\nAs part of our generic AI experience to develop ideas for AI\nsoftware engineering services, offerings and support AI product\nwe\u2019re advising clients development and conferred titles on\ncontemplating the use of Gen personnel that made it appear they\nAI-based technology, and had significant AI experience when\nwe\u2019re able to design, build they did not. \u00b6\u00b630, 52-53.\nand deliver bespoke software \uf0b7 CW-2 reported that, although\nengineering and data science WillowTree had no AI offerings or\nservices specifically geared personnel with experience or\nfor Gen AI applications [and] capabilities, toward the latter part of\nprocess automation for Gen 2023 and through at least CW2\u2019s\nAI workflows.\u201d tenure into 2024, Telus diverted\n numerous WillowTree employees to\n\u00b6\u00b6100-01. \u201cAI teams\u201d to develop AI\n capabilities. \u00b6\u00b631, 55.\n \uf0b7 During CW-2\u2019s tenure from March\n 2021 to February 2024, there was\n significant consternation at having\n employees reassigned from their\n core competencies to internal efforts\n to develop AI for which such\n employees did not have the requisite\n experience. \u00b6\u00b631, 58.\n \uf0b7 CW-3 confirmed that during CW-3\u2019s\n tenure from before 2021 to May of\n 2023, WillowTree employees that\n worked on AI projects did not have\n AI experience or training and\n engineers were taken off (non AI-\n related) billable projects to\n brainstorm ideas related to AI. \u00b6\u00b632,\n 56.\n\n 23\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 25 of 74\n\n \uf0b7 CW-3 was not aware of any\n functioning AI product or service at\n WillowTree. \u00b656.\n \uf0b7 According to CW-2, there was no\n concrete AI offering to sell at either\n WillowTree or Telus, only case-by-\n case basis pitches to customers in\n hopes of co-developing a product or\n service for which the customer\n might be an early adopter. \u00b659.\n \uf0b7 CW-4 reported that during CW-4\u2019s\n tenure from Summer 2021 to Spring\n 2024, Telus had no proprietary AI\n technology, and had not created any\n LLMs or innovative AI\n technologies, nor did it have any\n staff with AI expertise or\n background. Instead, Telus used\n other companies\u2019 products to pass\n off as its own. Thus, as CW-4 stated,\n customers were not interested in\n Telus\u2019 AI offerings. \u00b6\u00b633, 52, 57, 60.\n \uf0b7 Puritt\u2019s admissions on May 9, 2024\n that Telus had only been selling\n \u201cpilot[]\u201d AI projects (for which he\n admitted at the May 21, 2024\n investor conference Telus could not\n charge full prices). \u00b6\u00b6170-71.\n \uf0b7 Puritt\u2019s admission on the August 2,\n 2024 Earnings Call that \u201cwhen we\n demonstrate the capability set that\n we have, we can then look to expand\n the margin yield derived from that.\u201d\n But with its \u201cpilot,\u201d \u201cexperimental\u201d\n and \u201cstill nascent\u201d AI programs\n\n 24\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 26 of 74\n\n during the Class Period, Telus had\n not yet done that. \u00b6\u00b662, 176.\n \uf0b7 Puritt\u2019s admission on May 21, 2024\n that with respect to the AI pilot\n projects, Telus was still trying to\n prove its \u201ccredentials and\n capabilities\u201d and was\n \u201cexperimenting at a relatively small\n scale to avoid potential\n catastrophe[.]\u201d \u00b6171.\n16. Speakers: Telus was \u201cat the beginning of These statements gave the false See Statement No. 12.\n Puritt, Telus [its] next chapter of growth impression that Telus had\n with disruptive tech like \u201cdisruptive\u2026 generative AI\u201d\n Date: 5/12/23 generative AI,\u201d and Telus was technology and was equipped to\n \u201cequipped to develop and deliver \u201ccutting-edge AI solutions\u201d\n deliver cutting-edge AI and continue to drive growth, when in\n solutions[.]\u201d reality, Telus only had minimal AI\n *** offerings provided in pilot programs,\n Our outlook for 2023 was as evidenced by:\n reaffirmed earlier this month, \uf0b7 During CW-1\u2019s tenure through late\n which calls for continued 2022, to save costs, Telus reassigned\n profitable growth and assumes personnel with no AI background or\n macroeconomic conditions experience to develop ideas for AI\n begin to stabilize. Looking offerings and support AI product\n longer term, we believe we\u2019re development and conferred titles on\n at the beginning of our next personnel that made it appear they\n chapter of growth with had significant AI experience when\n disruptive tech like they did not. \u00b6\u00b630, 52-53.\n generative AI, augmented and \uf0b7 CW-2 reported that, although\n virtual reality applications and WillowTree had no AI products or\n the metaverse, having the services or personnel with AI\n potential to impact all experience or capabilities, toward\n industries. TI is at the center of the latter part of 2023 and through at\n these opportunities, working least CW-2\u2019s tenure into 2024, Telus\n with clients who seek to diverted numerous WillowTree\n\n 25\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 27 of 74\n\nstreamline, optimize and employees to \u201cAI teams\u201d to try to\nmodernize their processes to develop AI capabilities,\nenable scalable digital notwithstanding their lack of AI\nsolutions and premium experience. \u00b6\u00b631, 55.\ncustomer experiences. \uf0b7 During CW-2\u2019s tenure from March\n *** 2021 to February 2024, there was\nTELUS International is significant consternation at having\nequipped to develop and employees reassigned from their\ndeliver cutting-edge AI core competencies to internal efforts\nsolutions\u2026.\u201d to develop AI for which such\n employees did not have the requisite\n\u00b6102. experience. \u00b6\u00b631, 58.\n \uf0b7 CW-3 also confirmed that during\n CW-3\u2019s tenure from before 2021 to\n May of 2023, WillowTree\n employees that worked on AI\n projects during did not have AI\n experience or training and engineers\n were taken off (non AI-related)\n billable projects to non-billable AI\n to brainstorm ideas related to AI.\n \u00b6\u00b632, 56.\n \uf0b7 CW-3 was not aware of any\n functioning AI product or service at\n WillowTree. \u00b656.\n \uf0b7 According to CW-2, there was no\n concrete AI product/service to sell at\n either WillowTree or Telus, only\n case-by-case basis pitches to\n customers in hopes of co-developing\n a product or service for which the\n customer might be an early adopter.\n \u00b659.\n \uf0b7 CW-4 reported that during CW-4\u2019s\n tenure from Summer 2021 to Spring\n\n 26\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 28 of 74\n\n 2024, Telus had no proprietary AI\n technology, and had not created any\n LLMs or innovative AI\n technologies, nor did it have any\n staff with the expertise or\n background for developing AI\n technologies. Instead, Telus used\n other companies\u2019 products to pass\n off as its own. Thus, as CW-4 stated,\n customers were not interested in\n Telus\u2019 AI offerings. \u00b6\u00b633, 52, 57, 60.\n \uf0b7 Puritt\u2019s admissions on May 9, 2024\n that Telus had only been selling\n \u201cpilot[]\u201d AI projects (for which he\n admitted at the May 21, 2024\n investor conference Telus could not\n charge full prices). \u00b6\u00b6170-71.\n \uf0b7 Puritt\u2019s admission on the August 2,\n 2024 Earnings Call that \u201cwhen we\n demonstrate the capability set that\n we have, we can then look to expand\n the margin yield derived from that.\u201d\n But with its \u201cpilot,\u201d \u201cexperimental\u201d\n and \u201cstill nascent\u201d AI programs\n during the Class Period, Telus had\n not yet done that. \u00b6\u00b662, 176.\n \uf0b7 Puritt\u2019s admission on May 21, 2024\n that with respect to the AI pilot\n projects, Telus was still trying to\n prove its \u201ccredentials and\n capabilities\u201d and was\n \u201cexperimenting at a relatively small\n scale to avoid potential\n catastrophe[.]\u201d \u00b6171.\n\n\n 27\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 29 of 74\n\n17. Speakers: \u201cAgain, while it was initially These statements were materially \uf0b7 Puritt\u2019s admissions on May 9, 2024\n Puritt, Telus our hope that the false and misleading when made that Telus had only been selling\n macroeconomic landscape because Telus was not \u201caccelerating \u201cpilot[]\u201d AI projects for which Telus\n Date: would stabilize and demand automation and Generative AI could not charge full price, thereby\n 7/13/2023 would return to normal more initiatives.\u201d Rather, Telus was using decreasing margins for AI products.\n quickly, it became increasingly its existing employees who had no AI \u00b6\u00b6170-71.\n apparent that we could no experience to try and develop AI \uf0b7 On the May 21, 2024 Analyst Day\n longer wait and we, too, would products/services and, thus, Telus was Call, Puritt admitted that, because\n have to more aggressively unable to develop any meaningful AI Telus was \u201cdeploying pilots all over\n reduce staff levels across our offerings beyond pilot programs the place\u201d and that \u201cit\u2019s hard to\n organization to better match the during the Class Period for sale or charge full freight for a pilot when\n shifting demand from the internally to gain cost efficiencies, you\u2019re trying to prove out your\n technology sector, in particular. and therefore Defendants\u2019 purported credentials and capabilities and\n To this end, we\u2019ve actioned improvement expectations lacked any you\u2019re experimenting at a relatively\n multiple cost efficiency reasonable basis, as evidenced by: small scale...\u201d \u00b6171, 173.\n programs that include both \uf0b7 During CW-1\u2019s tenure through late \uf0b7 Prior to and over the Class Period,\n team member reduction along 2022, to save costs, Telus reassigned revenue from Meta, once Telus\u2019\n with accelerating automation personnel with no AI background or second largest client, dropped to\n and Generative AI initiatives experience to develop ideas for AI below 10% of overall sales due to a\n within our internal processes offerings and support AI lack of AI products/services and\n and platform.\u201d product/service development and higher prices, heightening the focus\n conferred titles on personnel that on Telus\u2019 AI offerings. \u00b6\u00b640, 66, 172.\n \u00b6104. made it appear they had significant \uf0b7 Purritt\u2019s admission on the August 2,\n AI experience when such personnel 2024 Earnings Call that \u201cwhen we\n had no training or background in AI. demonstrate the [AI] capability set\n \u00b6\u00b630, 52-53. that we have, we can then look to\n \uf0b7 Corroborating CW-1\u2019s account, expand the margin yield derived from\n CW-2 reported that, although that.\u201d But with its \u201cpilot,\u201d\n WillowTree had no AI \u201cexperimental\u201d and \u201cstill nascent\u201d AI\n products/services or personnel with programs during the Class Period,\n AI experience or capabilities, Telus had not yet expanded margins\n toward the latter part of 2023 and and had no timeframe for doing so.\n through at least CW2\u2019s tenure into \u00b6\u00b662, 176.\n 2024, Telus diverted numerous \uf0b7 Defendants\u2019 regular, detailed updates\n WillowTree employees to \u201cAI and responses to analyst questions\n\n 28\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 30 of 74\n\n teams\u201d to try to develop AI about Telus\u2019 AI capabilities, cost\n capabilities. \u00b6\u00b631, 55. reduction, and margins. \u00b6\u00b689-90,\n \uf0b7 During CW-2\u2019s tenure from March 104-105, 108, 115, 121, 182-88.\n 2021 to February 2024, there was \uf0b7 Defendants touted their visibility into\n significant consternation at having and personal involvement in Telus\u2019\n employees reassigned from their day-to-day operations, including\n core competencies to internal efforts personal conversations with existing\n to develop AI for which such and prospective customers. \u00b6\u00b6187-89.\n employees did not have the requisite \uf0b7 Telus\u2019 marked shift to prominently\n experience. \u00b6\u00b631, 58, 80. feature its AI offerings as critical to\n \uf0b7 CW-3 confirmed that during CW-3\u2019s the Company\u2019s success. \u00b6\u00b6191-99.\n tenure from before 2021 to May of \uf0b7 Defendants knowingly pulled staff\n 2023, WillowTree employees that and engineers lacking any AI\n worked on AI projects did not have experience or education off billable\n AI experience or training and projects and put them on speculative\n engineers were being taken off (non AI development, resulting in Telus\n AI-related) billable projects to non- having no proprietary AI products or\n billable work to brainstorm ideas services and mere pilots offered at\n related to AI. \u00b6\u00b632, 56. discounted prices that reduced\n \uf0b7 CW-3 was not aware of any margins. \u00b6\u00b651-58, 60-61.\n functioning AI product or service at\n WillowTree. \u00b656.\n \uf0b7 CW-4 reported that during CW-4\u2019s\n tenure from Summer 2021 to Spring\n 2024, Telus had no proprietary AI\n technology, and had not created any\n LLMs or innovative AI\n technologies, nor did it have any\n staff with the expertise or\n background for developing AI\n technologies. Instead, Telus used\n other companies\u2019 products to pass\n off as its own. Thus, as CW-4 stated,\n customers were not interested in\n Telus\u2019 AI offerings. \u00b6\u00b633, 52, 57, 60.\n\n 29\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 31 of 74\n\n \uf0b7 According to CW-2, there was no\n concrete AI product or service to sell\n at either WillowTree or Telus, only\n case-by-case basis pitches to\n customers in hopes of co-developing\n a product or service for which the\n customer might be an early adopter.\n \u00b659.\n \uf0b7 During CW-2\u2019s tenure from March\n 2021 to February 2024, CW-2 stated\n that employees were being diverted\n from high-margin, paid projects, to\n work on AI development projects\n that generated no revenue,\n significantly decreasing revenues.\n \u00b6\u00b631, 55.\n \uf0b7 CW-1 and CW-2 confirmed, work\n on AI projects took an extraordinary\n amount of personnel and time\n because Telus\u2019 did not have\n engineers with previous AI\n experience, requiring more people\n and more time to work on projects,\n resulting in higher costs and\n decreased Telus\u2019 margins on AI\n initiatives. \u00b6\u00b652, 58, 63.\n \uf0b7 Puritt admissions on May 9, 2024\n that Telus had only been selling\n \u201cpilot[]\u201d AI projects. \u00b6\u00b6170-71.\n \uf0b7 Puritti\u2019s admission on the August 2,\n 2024 Earnings Call that \u201cwhen we\n demonstrate the capability set that\n we have, we can then look to expand\n the margin yield derived from that.\u201d\n But with its \u201cpilot,\u201d \u201cexperimental\u201d\n\n 30\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 32 of 74\n\n and \u201cstill nascent\u201d AI programs\n during the Class Period, Telus had\n not yet done that. \u00b6\u00b662,176.\n \uf0b7 As a result of Telus\u2019 inability to\n develop any significant AI\n capabilities, it was unable to\n generate any cost efficiencies from\n the application of its AI initiatives\n internally. \u00b6\u00b671-73.\n18. Speakers: \u201cThis implies an improvement See Statement No. 17. See Statement No. 17.\n Kanu, Telus in our adjusted EBITDA\n margin in the second half,\n Date: which is primarily attributed\n 7/13/2023 to our in-progress cost\n efficiency program as we both\n rightsize our team to match\n demand and implement\n further automation and Gen\n AI solutions internally.\u201d\n\n \u00b6105.\n19. Speakers: Telus had \u201chistorical These statements gave the false \uf0b7 Puritt\u2019s admissions on May 9, 2024\n Kanu, Telus compound annual growth rates impression that Telus would benefit that Telus had only been selling\n across revenue, adjusted from \u201cmeaningful opportunities\u201d \u201cpilot[]\u201d AI projects for which Telus\n Date: EBITDA, adjusted diluted presented by \u201cgenerated AI adoption\u201d could not charge full price, thereby\n 7/13/2023 earnings per share and free cash which \u201cwill be a tailwind\u201d for Telus, decreasing margins for AI products.\n flow growth each being well thus even improving on its purported \u00b6\u00b6170-71.\n over 30%\u201d \u201cover the past 5 historical successes, when in reality, \uf0b7 On the May 21, 2024 Analyst Day\n years,\u201d and \u201cwe see Telus had only had minimal AI Call, Puritt admitted that, Telus was\n meaningful opportunities offerings provided in pilot programs \u201cdeploying pilots all over the place\u201d\n being amplified by generated at discounted prices which materially and that \u201cit\u2019s hard to charge full\n AI adoption\u201d which \u201cwill be a impacted margins, as evidenced by: freight for a pilot when you\u2019re trying\n tailwind\u201d for Telus. \uf0b7 During CW-1\u2019s tenure through late to prove out your credentials and\n 2022, Telus reassigned personnel capabilities and you\u2019re\n \u00b6107. with no AI background or\n\n 31\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 33 of 74\n\n experience to develop ideas for AI experimenting at a relatively small\n offerings and support AI product scale...\u201d \u00b6\u00b6171, 173.\n development and conferred titles on \uf0b7 Prior to and over the Class Period,\n personnel that made it appear they revenue from Meta, once Telus\u2019\n had significant AI experience when second largest client, dropped to\n they did not. \u00b6\u00b630, 52-53. below 10% of overall sales due to a\n \uf0b7 CW-2 reported that, although lack of AI products/services and\n WillowTree had no AI products or higher prices, heightening the focus\n personnel with experience or on Telus\u2019 AI offerings. \u00b6\u00b640, 66, 172.\n capabilities in AI, toward the latter \uf0b7 Purritt\u2019s admission on the August 2,\n part of 2023 and through at least 2024 Earnings Call that \u201cwhen we\n CW2\u2019s tenure into 2024, Telus demonstrate the [AI] capability set\n diverted numerous WillowTree that we have, we can then look to\n employees to \u201cAI teams\u201d to try to expand the margin yield derived from\n develop AI capabilities, that.\u201d But with its \u201cpilot,\u201d\n notwithstanding their lack of AI \u201cexperimental\u201d and \u201cstill nascent\u201d AI\n experience. \u00b6\u00b631, 55. programs during the Class Period,\n \uf0b7 During CW-2\u2019s tenure from March Telus had not yet expanded margins\n 2021 to February 2024, there was and had no timeframe for doing so.\n significant consternation at having \u00b6\u00b662, 176.\n employees reassigned from their \uf0b7 Puritt\u2019s admission on the August 2,\n core competencies to internal efforts 2024 Earnings Call, that \u201cwe just\n to develop AI for which such keep losing opportunities because of\n employees did not have the requisite price\u201d and being \u201ctold in the\n experience. \u00b6\u00b631, 58. postmortem [after losing out on sales\n \uf0b7 CW-3 confirmed that during CW-3\u2019s to competitors] that we were just too\n tenure from before 2021 to May of expensive and the competition we\u2019re\n 2023, WillowTree employees that [sic] willing to provide a similar\n worked on AI projects did not have solution.\u201d \u00b675.\n AI experience or training and \uf0b7 Defendants\u2019 regular, detailed updates\n engineers were being taken off (non and responses to analyst questions\n AI-related) billable projects to non- about Telus\u2019 AI capabilities, margins,\n billable work to brainstorm ideas and pricing. \u00b6\u00b689-90, 108, 121, 182-\n related to AI. \u00b6\u00b632, 56. 88.\n\n\n 32\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 34 of 74\n\n \uf0b7 CW-3 was not aware of any \uf0b7 Defendants touted their visibility into\n functioning AI product at and personal involvement in Telus\u2019\n WillowTree. \u00b656. day-to-day operations, including\n \uf0b7 According to CW-2, there was no personal conversations with existing\n concrete AI product to sell at either and prospective customers. \u00b6\u00b6187-89.\n WillowTree or Telus, only case-by- \uf0b7 Telus\u2019 marked shift to prominently\n case basis pitches to customers in feature its AI offerings as critical to\n hopes of co-developing a product or the Company\u2019s success. \u00b6\u00b6191-99.\n service for which the customer \uf0b7 Defendants knowingly pulled staff\n might be an early adopter. \u00b659. and engineers lacking any AI\n \uf0b7 CW-4 reported that during CW-4\u2019s experience or education off billable\n tenure from Summer 2021 to Spring projects and put them on speculative\n 2024, Telus had no proprietary AI AI development, resulting in Telus\n technology, and had not created any having no proprietary AI products or\n LLMs or innovative AI services and mere pilots offered at\n technologies, nor did it have any discounted prices that reduced\n staff with the expertise or margins. \u00b6\u00b651-58, 60-61.\n background for developing AI\n technologies. Instead, Telus used\n other companies\u2019 products to pass\n off as its own. Thus, as CW-4 stated,\n customers were not interested in\n Telus\u2019 AI offerings. \u00b6\u00b633, 52, 57, 60.\n \uf0b7 Puritt\u2019s admissions on May 9, 2024\n that Telus had only been selling\n \u201cpilot[]\u201d AI projects (for which he\n admitted at the May 21, 2024\n investor conference Telus could not\n charge full prices). \u00b6\u00b6170-71.\n \uf0b7 Puritt\u2019s admission on the August 2,\n 2024 Earnings Call that \u201cwhen we\n demonstrate the capability set that\n we have, we can then look to expand\n the margin yield derived from that.\u201d\n But with its \u201cpilot,\u201d \u201cexperimental\u201d\n\n 33\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 35 of 74\n\n and \u201cstill nascent\u201d AI programs\n during the Class Period, Telus had\n not yet done that. \u00b6\u00b662, 176.\n \uf0b7 Puritt\u2019s admission on May 21, 2024\n that with respect to the AI pilot\n projects, Telus was still trying to\n prove its \u201ccredentials and\n capabilities\u201d and was\n \u201cexperimenting at a relatively small\n scale to avoid potential\n catastrophe[.]\u201d \u00b6171.\n20. Speakers: \u201c[W]e anticipate that because These statements gave the false See Statement No. 19.\n Puritt, Telus of our unique differentiated impression that Telus had \u201cunique\n AI and part enable [sic] [and] differentiated AI\u201d capabilities\n Date: capabilities that are really presenting a \u201cvalue\u201d proposition that\n 7/13/2023 focused on delivering a \u201cdistinguish[ed]\u201d it from competitors\n superior client experience, and that its \u201cAI capabilities\u201d would\n but we think there\u2019s value for bring \u201ccontinued future success,\u201d\n money to be recognized in when in reality Telus had only had\n that we\u2019ll continue to be able minimal AI offerings provided in pilot\n to distinguish ourselves from programs at discounted prices which\n the competition[.]\u201d materially impacted margins, as\n evidenced by:\n \u00b6108. \uf0b7 During CW-1\u2019s tenure through late\n 2022, Telus reassigned personnel\n with no AI background or\n experience to develop ideas for AI\n offerings and support AI product\n development and conferred titles on\n personnel that made it appear they\n had significant AI experience when\n they did not. \u00b6\u00b630, 52-53.\n \uf0b7 CW-2 reported that, although\n WillowTree had no AI products or\n services or personnel with\n\n 34\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 36 of 74\n\n experience or capabilities in AI,\n toward the latter part of 2023 and\n through at least CW2\u2019s tenure into\n 2024, Telus diverted numerous\n WillowTree employees to \u201cAI\n teams\u201d to try to develop AI\n capabilities, notwithstanding their\n lack of AI experience. \u00b6\u00b631, 55.\n \uf0b7 During CW-2\u2019s tenure from March\n 2021 to February 2024, there was\n significant consternation at having\n employees reassigned from their\n core competencies to internal efforts\n to develop AI for which such\n employees did not have the requisite\n experience. \u00b6\u00b631, 58.\n \uf0b7 CW-3 confirmed that during CW-3\u2019s\n tenure from before 2021 to May of\n 2023, WillowTree employees that\n worked on AI projects did not have\n AI experience or training and\n engineers were being taken off (non\n AI-related) billable projects to non-\n billable work to brainstorm ideas\n related to AI. \u00b6\u00b632, 56.\n \uf0b7 CW-3 was not aware of any\n functioning AI product/service at\n WillowTree. \u00b656.\n \uf0b7 According to CW-2, there was no\n concrete AI product/service to sell at\n either WillowTree or Telus, only\n case-by-case basis pitches to\n customers in hopes of co-developing\n a product or service for which the\n\n\n 35\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 37 of 74\n\n customer might be an early adopter.\n \u00b659.\n \uf0b7 CW-4 reported that during CW-4\u2019s\n tenure from Summer 2021 to Spring\n 2024, Telus had no proprietary AI\n technology, and had not created any\n LLMs or innovative AI\n technologies, nor did it have any\n staff with the expertise or\n background for developing AI\n technologies. Instead, Telus used\n other companies\u2019 products to pass\n off as its own. Thus, as CW-4 stated,\n customers were not interested in\n Telus\u2019 AI offerings. \u00b6\u00b633, 52, 57, 60.\n \uf0b7 Puritt\u2019s admissions on May 9, 2024\n that Telus had only been selling\n \u201cpilot[]\u201d AI projects (for which he\n admitted at the May 21, 2024\n investor conference Telus could not\n charge full prices). \u00b6\u00b6170-71.\n \uf0b7 Puritt\u2019s admission on the August 2,\n 2024 Earnings Call that \u201cwhen we\n demonstrate the capability set that\n we have, we can then look to expand\n the margin yield derived from that.\u201d\n But with its \u201cpilot,\u201d \u201cexperimental\u201d\n and \u201cstill nascent\u201d AI programs\n during the Class Period, Telus had\n not yet done that. \u00b6\u00b662, 176.\n \uf0b7 Puritt\u2019s admission on May 21, 2024\n that with respect to the AI pilot\n projects, Telus was still trying to\n prove its \u201ccredentials and\n capabilities\u201d and was\n\n 36\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 38 of 74\n\n \u201cexperimenting at a relatively small\n scale to avoid potential\n catastrophe[.]\u201d \u00b6171.\n21. Speakers: \u201cAnd as I mentioned on last See Statement No. 20. See Statement No. 19.\n Puritt, Telus quarter\u2019s earnings call, there\n really is a counter cyclicality to\n Date: the relationship TI enjoys [with\n 7/13/2023 Telus Corporation and] the\n opportunities to continue to\n enable TELUS [Corporation]\n in its own digital\n transformation journey now\n more than ever using our AI\n capabilities and then\n thereafter to take those\n referenceable instances on\n the road, so to speak,\n continue to be a real source of\n optimism and confidence,\n frankly, for the continued\n future success of TI.\u201d\n\n \u00b6109.\n22. Speakers: \u201cI want to reiterate my belief Defendants\u2019 statements gave the false See Statement No. 19.\n Puritt, Telus that TI\u2019s long-term investment impression that Telus had a purported\n thesis is very much intact and \u201ccomprehensive suite\u201d of fully-\n Date: 8/4/23 our competitive positioning developed AI products/services that\n remains strong. Indeed there was beating out the competition such\n are meaningful opportunities that Telus did not have to lower prices\n ahead in digital and resulted in cost savings for Telus\u2019\n transformation and business when, in reality, Telus had\n generative AI, in particular only had minimal AI offerings from\n \u2026 areas where [Telus] is pilot programs offered at discounted\n uniquely positioned and prices, which materially impacted\n credentialed to design, build, margins, as evidenced by:\n\n 37\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 39 of 74\n\nand deliver differentiated, \uf0b7 During CW-1\u2019s tenure through late\nresponsible, and market- 2022, rather than hire employees to\nleading solutions for our save costs, Telus reassigned\nclients. personnel with no AI background or\n *** experience to develop ideas for AI\nTelus\u2019 \u201csales funnel continues offerings and support AI product\nto be very, very robust\u201d and that development and conferred titles on\nthe \u201cconversations [he was] personnel that made it appear they\npersonally having with existing had significant AI experience when\nand prospective customers they did not. \u00b6\u00b630, 52-53.\ncontinue to indicate a desire to \uf0b7 CW-2 reported that, although\nprocure from us the very WillowTree had no AI products or\ncapabilities that we\u2019ve services or personnel with AI\nperfected over the last many experience, toward the latter part of\nyears, including, in 2023 and through at least CW2\u2019s\nparticular, more recently our tenure into 2024, Telus diverted\nexciting new GenAI-enabled numerous WillowTree employees to\ncapabilities.\u201d \u201cAI teams\u201d to develop AI\n capabilities. \u00b6\u00b631, 55.\n\u00b6\u00b6111, 113. \uf0b7 During CW-2\u2019s tenure from March\n 2021 to February 2024, there was\n significant consternation at having\n employees reassigned from their\n core competencies to internal efforts\n to develop AI for which such\n employees did not have the requisite\n experience. \u00b6\u00b631, 58.\n \uf0b7 CW-3 confirmed that during CW-3\u2019s\n tenure from before 2021 to May of\n 2023, WillowTree employees that\n worked on AI projects did not have\n AI experience or training and\n engineers were being taken off (non\n AI-related) billable projects to work\n\n\n 38\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 40 of 74\n\n on non-billable brainstorming for\n AI-related ideas. \u00b6\u00b632, 56.\n \uf0b7 CW-3 was not aware of any\n functioning AI product or service at\n WillowTree. \u00b656.\n \uf0b7 According to CW-2, there was no\n concrete AI product/service to sell at\n either WillowTree or Telus, only\n case-by-case basis pitches to\n customers in hopes of co-developing\n a product or service for which the\n customer might be an early adopter.\n \u00b659.\n \uf0b7 CW-4 reported that during CW-4\u2019s\n tenure from Summer 2021 to Spring\n 2024, Telus had no proprietary AI\n technology, and had not created any\n LLMs or innovative AI\n technologies, nor did it have any\n staff with the expertise or\n background for developing AI\n technologies. Instead, Telus used\n other companies\u2019 products to pass\n off as its own. Thus, as CW-4 stated,\n customers were not interested in\n Telus\u2019 AI offerings. \u00b6\u00b633, 52, 57, 60.\n \uf0b7 Puritt\u2019s admissions on May 9, 2024\n that Telus had only been selling\n \u201cpilot[]\u201d AI projects (for which he\n admitted at the May 21, 2024\n investor conference Telus could not\n charge full prices). \u00b6\u00b6170-71.\n \uf0b7 Puritt\u2019s admission on the August 2,\n 2024 Earnings Call that \u201cwhen we\n demonstrate the capability set that\n\n 39\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 41 of 74\n\n we have, we can then look to expand\n the margin yield derived from that.\u201d\n But with its \u201cpilot,\u201d \u201cexperimental\u201d\n and \u201cstill nascent\u201d AI programs\n during the Class Period, Telus had\n not yet done that. \u00b6\u00b662, 176.\n \uf0b7 Puritt\u2019s admission on May 21, 2024\n that with respect to the AI pilot\n projects, Telus was still trying to\n prove its \u201ccredentials and\n capabilities\u201d and was\n \u201cexperimenting at a relatively small\n scale to avoid potential\n catastrophe.\u201d \u00b6171.\n \uf0b7 Puritt\u2019s admission during Telus\u2019\n August 2, 2024 Earnings Call, that\n \u201cwe just keep losing opportunities\n because of price[,]\u201d and being \u201ctold\n in the postmortem [after losing out\n on sales to competitors] that we were\n just too expensive and the\n competition we\u2019re [sic] willing to\n provide a similar solution.\u201d \u00b6\u00b675,\n 157-59.\n23. Speakers: \u201cWe see generative AI as a net See Statement No. 22. \uf0b7 Puritt\u2019s admissions on May 9, 2024\n Puritt, Telus positive development for our that Telus had only been selling\n business, thanks to our \u201cpilot[]\u201d AI projects for which Telus\n Date: 8/4/23 existing capabilities and the could not charge full price, thereby\n benefits we stand to realize by decreasing margins for AI products.\n deploying generative AI \u00b6\u00b6170-71.\n solutions within our own \uf0b7 On the May 21, 2024 Analyst Day\n operations and on behalf of Call, Puritt admitted that, because\n our clients. To this end, Telus was \u201cdeploying pilots all over\n TELUS International has a the place\u201d and that \u201cit\u2019s hard to\n comprehensive suite of data- charge full freight for a pilot when\n\n 40\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 42 of 74\n\ndriven end-to-end generative you\u2019re trying to prove out your\nAI solutions that integrate credentials and capabilities and\nthe best of GenAI capabilities you\u2019re experimenting at a relatively\nand human expertise to small scale...\u201d \u00b6171, 173.\ntransform digitally-led \uf0b7 Prior to and over the Class Period,\ncustomer experiences across revenue from Meta, once Telus\u2019\nthe entire customer journey.\u201d second largest client, dropped to\n below 10% of overall sales due to a\n\u00b6112. lack of AI products/services and\n higher prices, heightening the focus\n on Telus\u2019 AI offerings. \u00b6\u00b640, 66, 172.\n \uf0b7 Purritt\u2019s admission on the August 2,\n 2024 Earnings Call that \u201cwhen we\n demonstrate the [AI] capability set\n that we have, we can then look to\n expand the margin yield derived from\n that.\u201d But with its \u201cpilot,\u201d\n \u201cexperimental\u201d and \u201cstill nascent\u201d AI\n programs during the Class Period,\n Telus had not yet expanded margins\n and had no timeframe for doing so.\n \u00b6\u00b662, 176.\n \uf0b7 Defendants\u2019 regular, detailed updates\n and responses to analyst questions\n about Telus\u2019 AI capabilities, cost\n reduction, and margins. \u00b6\u00b689-90,\n 104-105, 108, 115, 121, 182-88.\n \uf0b7 Defendants touted their visibility into\n and personal involvement in Telus\u2019\n day-to-day operations, including\n personal conversations with existing\n and prospective customers. \u00b6\u00b6187-89.\n \uf0b7 Telus\u2019 marked shift to prominently\n feature its AI offerings as critical to\n the Company\u2019s success. \u00b6\u00b6191-99.\n\n 41\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 43 of 74\n\n \uf0b7 Defendants knowingly pulled staff\n and engineers lacking any AI\n experience or education off billable\n projects and put them on speculative\n AI development, resulting in Telus\n having no proprietary AI products or\n services and mere pilots offered at\n discounted prices that reduced\n margins. \u00b6\u00b651-58, 60-61.\n24. Speakers: Despite the \u201cnear-term Defendants\u2019 statements gave the false See Statement No. 23.\n Puritt, Telus pressure\u201d on margins, \u201cwe impression that Telus had successfully\n have now successfully developed an entire suite of AI\n Date: 8/4/23 actioned meaningful cost products/services that was both\n savings\u201d and \u201cefficiency\u201d\u2014 driving internal cost savings as well as\n including the \u201cbenefits we stronger sales enabling Telus to\n stand to realize by deploying \u201cquickly return to our typical 20%\n generative AI solutions plus adjusted EBITDA margin\u201d when,\n within our own operations\u201d\u2014 in reality, Telus only had minimal AI\n and that \u201c[d]ue to the strong offerings provided in pilot programs\n progress and execution of at discounted prices, and did not have\n these and other remediation AI capability to apply internally to\n efforts \u2026 we expect to achieve cost efficiencies, both of\n quickly return to our typical which materially impacted margins,\n 20% plus adjusted EBITDA as evidenced by:\n margin for the balance of the \uf0b7 During CW-1\u2019s tenure through late\n year.\u201d \u00b6115. 2022, rather than hire employees to\n save costs, Telus reassigned\n personnel with no AI background or\n experience to develop ideas for AI\n offerings and support AI product\n development and conferred titles on\n personnel that made it appear they\n had significant AI experience when\n they did not. \u00b6\u00b630, 52-53.\n\n\n 42\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 44 of 74\n\n \uf0b7 CW-2 reported that, although\n WillowTree had no AI products or\n services or personnel with AI\n experience, toward the latter part of\n 2023 and through at least CW2\u2019s\n tenure into 2024, Telus diverted\n numerous WillowTree employees to\n \u201cAI teams\u201d to develop AI\n capabilities. \u00b6\u00b631, 55.\n \uf0b7 During CW-2\u2019s tenure from March\n 2021 to February 2024, there was\n significant consternation at having\n employees reassigned from their\n core competencies to internal efforts\n to develop AI for which such\n employees did not have the requisite\n experience. \u00b6\u00b631, 58.\n \uf0b7 CW-3 confirmed that during CW-3\u2019s\n tenure from before 2021 to May of\n 2023, WillowTree employees that\n worked on AI projects did not have\n AI experience or training and\n engineers were being taken off (non\n AI-related) billable projects to work\n on non-billable brainstorming for\n AI-related ideas. \u00b6\u00b632, 56.\n \uf0b7 CW-3 was not aware of any\n functioning AI product/service at\n WillowTree. \u00b656.\n \uf0b7 According to CW-2, there was no\n concrete AI product or service to sell\n at either WillowTree or Telus, only\n case-by-case basis pitches to\n customers in hopes of co-developing\n a product or service for which the\n\n 43\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 45 of 74\n\n customer might be an early adopter.\n \u00b659.\n \uf0b7 CW-4 reported that during CW-4\u2019s\n tenure from Summer 2021 to Spring\n 2024, Telus had no proprietary AI\n technology, and had not created any\n LLMs or innovative AI\n technologies, nor did it have any\n staff with the expertise or\n background for developing AI\n technologies. Instead, Telus used\n other companies\u2019 products to pass\n off as its own. Thus, as CW-4 stated,\n customers were not interested in\n Telus\u2019 AI offerings. \u00b6\u00b633, 52, 57, 60.\n \uf0b7 According to CW-1 and CW-2,\n Telus\u2019 diversion of inexperienced\n personnel to AI resulted in more\n man hours and higher costs and\n delays spent on projects trying to\n develop products for which they did\n not have the relevant background.\n \u00b6\u00b652, 58, 63.\n \uf0b7 During CW-2\u2019s tenure from March\n 2021 to February 2024, CW-2 stated\n that employees were being diverted\n from high-margin, paid projects, to\n work on development projects that\n generated no revenue, significantly\n decreasing overall revenues. \u00b6\u00b631,\n 55.\n \uf0b7 CW-1 said Telus\u2019 AI data annotation\n services were extraordinarily\n headcount-intensive, and the costs\n of importing vast amounts of data\n\n 44\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 46 of 74\n\n and cleaning it further compressed\n Telus\u2019 AI-related margins on the cost\n side. \u00b6\u00b69, 50, 61.\n \uf0b7 Puritt\u2019s admissions on May 9, 2024\n that Telus had only been selling\n \u201cpilot[]\u201d AI projects (for which he\n admitted at the May 21, 2024\n investor conference Telus could not\n charge full prices). \u00b6\u00b6170-71.\n \uf0b7 Puritt\u2019s admission on the August 2,\n 2024 Earnings Call that \u201cwhen we\n demonstrate the capability set that\n we have, we can then look to expand\n the margin yield derived from that.\u201d\n But with its \u201cpilot,\u201d \u201cexperimental\u201d\n and \u201cstill nascent\u201d AI programs\n during the Class Period, Telus had\n not yet done that. \u00b6\u00b662, 176.\n \uf0b7 Puritt\u2019s admission on May 21, 2024\n that with respect to the AI pilot\n projects, Telus was still trying to\n prove its \u201ccredentials and\n capabilities\u201d and was\n \u201cexperimenting at a relatively small\n scale in to avoid potential\n catastrophe.\u201d \u00b6171.\n \uf0b7 As a result of Telus\u2019 inability to\n develop any significant AI\n capabilities, it was unable to\n generate any cost efficiencies from\n the application of its AI initiatives\n internally. \u00b6\u00b671-73.\n25. Speaker: Telus As a \u201ca leading digital Defendants\u2019 statements gave the false \uf0b7 Puritt\u2019s admissions on May 9, 2024\n customer experience (CX) impression that Telus \u201cdesigns, builds that Telus had only been selling\n Date: 10/30/23 innovator that designs, builds and delivers \u2026 artificial intelligence \u201cpilot[]\u201d AI projects for which Telus\n\n 45\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 47 of 74\n\nand delivers next-generation (AI)\u201d products, had a \u201ccomprehensive could not charge full price, thereby\nsolutions, including artificial suite\u201d of fully developed AI products decreasing margins for AI products.\nintelligence (AI),\u201d it was and that Fuel iX was a significant AI \u00b6\u00b6170-71.\nannouncing the launch of Fuel product that would drive its AI \uf0b7 On the May 21, 2024 Analyst Day\niX which it billed as its business, when in reality, Fuel iX was Call, Puritt admitted that, Telus was\n\u201cenhanced solution backed nothing more than a ChatGPT \u201cdeploying pilots all over the place\u201d\nby the power of generative AI wrapper and Telus had no AI products and that \u201cit\u2019s hard to charge full\n(GenAI) to deliver end-to-end or services beyond data annotation freight for a pilot when you\u2019re trying\nCX innovation and AI-fueled and pilot projects, as evidenced by: to prove out your credentials and\nintelligent experiences (iX).\u201d \uf0b7 During CW-2\u2019s tenure from March capabilities and you\u2019re\nTelus claimed that with Fuel 2021 to February 2024, Fuel iX did experimenting at a relatively small\niX, it was providing customers not generate any revenue. \u00b6\u00b631, 118. scale...\u201d \u00b6171, 173. Accordingly,\n\u201ca comprehensive suite of \uf0b7 CW-4 stated that during CW-4\u2019s Telus had no proprietary,\nservices, combin[ing] digital tenure from Summer 2021 to Spring commercially viable AI offering and\nconsulting, data services and 2024, Fuel iX was little more than a Fuel iX was nothing more than a\nanalytics, web and mobile product that other companies had \u201cwrapper\u201d around ChatGPT, not\napplication development, and built created by OpenAI so it was Telus\u2019 own product. \u00b6118.\nan AI-fueled platform.\u201d understood by WillowTree\u2019s \uf0b7 Prior to and over the Class Period,\n engineers that the Fuel iX did not revenue from Meta, once Telus\u2019\n\u00b6117. constitute any substantive product or second largest client, dropped to\n innovation, and was really just below 10% of overall sales due to a\n \u201cChatGPT\u201d packaged under a lack of AI products/services and\n \u201cwrapper\u201d \u201cwith the Company\u2019s higher prices, heightening the focus\n name on it.\u201d \u00b6\u00b633, 118. on Telus\u2019 AI offerings. \u00b6\u00b640, 66, 172.\n \uf0b7 CW-4 also reported generally that \uf0b7 Purritt\u2019s admission on the August 2,\n during CW-4\u2019s tenure from Summer 2024 Earnings Call that \u201cwhen we\n 2021 to Spring 2024, Telus had no demonstrate the [AI] capability set\n proprietary AI technology, and had that we have, we can then look to\n not created any LLMs or innovative expand the margin yield derived from\n AI technologies, nor did it have any that.\u201d But with its \u201cpilot,\u201d\n staff with the expertise or \u201cexperimental\u201d and \u201cstill nascent\u201d AI\n background for developing AI programs during the Class Period,\n technologies. Instead, Telus used Telus had not yet expanded margins\n other companies\u2019 products to pass and had no timeframe for doing so.\n off as its own. Thus, as CW-4 stated, \u00b6\u00b662, 176.\n\n 46\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 48 of 74\n\n customers were not interested in \uf0b7 Puritt\u2019s admission on the August 2,\n Telus\u2019 AI offerings. \u00b6\u00b633, 52, 57, 60. 2024 Earnings Call, that \u201cwe just\n \uf0b7 During CW-1\u2019s tenure through late keep losing opportunities because of\n 2022, to save costs, Telus reassigned price\u201d and being \u201ctold in the\n personnel with no AI background or postmortem [after losing out on sales\n experience to develop ideas for AI to competitors] that we were just too\n offerings and support AI product expensive and the competition we\u2019re\n development and conferred titles on [sic] willing to provide a similar\n personnel that made it appear they solution.\u201d \u00b675.\n had significant AI experience when \uf0b7 Defendants\u2019 regular, detailed updates\n they did not. \u00b6\u00b630, 52-53. and responses to analyst questions\n \uf0b7 CW-2 reported that, although about Telus\u2019 AI capabilities, margins,\n WillowTree had no AI products or and pricing. \u00b6\u00b689-90, 108, 121, 182-\n services or personnel with AI 88.\n experience, toward the latter part of \uf0b7 Defendants touted their visibility into\n 2023 and through at least CW2\u2019s and personal involvement in Telus\u2019\n tenure into 2024, Telus diverted day-to-day operations, including\n numerous WillowTree employees to personal conversations with existing\n \u201cAI teams\u201d to develop AI and prospective customers. \u00b6\u00b6187-89.\n capabilities. \u00b6\u00b631, 55. \uf0b7 Telus\u2019 marked shift to prominently\n \uf0b7 CW-3 also confirmed that during feature its AI offerings as critical to\n CW-3\u2019s tenure from before 2021 to the Company\u2019s success. \u00b6\u00b6191-99.\n May of 2023, WillowTree \uf0b7 Defendants knowingly pulled staff\n employees that worked on AI and engineers lacking any AI\n projects did not have AI experience experience or education off billable\n or training and CW-3 was not aware projects and put them on speculative\n of any functioning AI product or AI development, resulting in Telus\n service at WillowTree. \u00b6\u00b632, 56. having no proprietary AI products or\n \uf0b7 According to CW-2, there was no services and mere pilots offered at\n concrete AI product/service to sell at discounted prices that reduced\n either WillowTree or Telus, only margins. \u00b6\u00b651-58, 60-61.\n case-by-case basis pitches to\n customers in hopes of co-developing\n a product for which the customer\n might be an early adopter. \u00b659.\n\n 47\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 49 of 74\n\n \uf0b7 Puritt\u2019s admissions on May 9, 2024\n that Telus had only been selling\n \u201cpilot[]\u201d AI projects (for which he\n admitted at the May 21, 2024\n investor conference Telus could not\n charge full prices). \u00b6\u00b6170-71.\n \uf0b7 Puritt\u2019s admission on the August 2,\n 2024 Earnings Call that \u201cwhen we\n demonstrate the capability set that\n we have, we can then look to expand\n the margin yield derived from that.\u201d\n But with its \u201cpilot,\u201d \u201cexperimental\u201d\n and \u201cstill nascent\u201d AI programs\n during the Class Period, Telus had\n not yet done that. \u00b6\u00b662, 176.\n \uf0b7 Puritt\u2019s admission on May 21, 2024\n that with respect to the AI pilot\n projects, Telus was still trying to\n prove its \u201ccredentials and\n capabilities\u201d and was\n \u201cexperimenting at a relatively small\n scale to avoid potential\n catastrophe.\u201d \u00b6171.\n \uf0b7 Puritt\u2019s admission during Telus\u2019 Q2\n 2024 earnings call on August 2,\n 2024 that Fuel iX had not generated\n any revenue and, thus, Telus only\n \u201cexpect[ed] to start seeing\n meaningful revenue contributions\n from Fuel iX in 2025.\u201d \u00b6118.\n26. Speakers: Telus was \u201cseeing good Contrary to Defendants\u2019 statements, See Statement No. 25.\n Puritt, Telus momentum and demand this Telus did not have differentiated or\n year, in particular, led by the comprehensive AI products or\n Date: 11/3/23 work we do to support services and those working on AI had\n market-leading generative AI no AI experience or expertise, and\n\n 48\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 50 of 74\n\nfoundational model thus the \u201cAI space\u201d could not \u201cturn[]\nbuilders\u2026\u201d and would \u201cturn[] things around\u201d for Telus in any way,\nthings around\u201d \u201cparticularly as evidenced by:\n\u2026 in the AI space.\u201d \uf0b7 CW-2 reported that, although\n WillowTree had no AI products or\n *** services or personnel with AI\nI think one of the sources of experience, toward the latter part of\nturning things around is 2023 and through at least CW2\u2019s\nreally leveraging our tenure into 2024, Telus diverted\ncapability set, particularly, as numerous WillowTree employees to\nI referred to earlier, in the AI \u201cAI teams\u201d to develop AI\nspace. capabilities. \u00b6\u00b631, 55.\n \uf0b7 During CW-2\u2019s tenure from March\nI think, obviously, content 2021 to February 2024, there was\nmoderation in particular has significant consternation at having\nseen an interesting evolution as employees reassigned from their\nmany of our clients, core competencies to internal efforts\nparticularly in the social media to develop AI for which such\nspace, look to rely more and employees did not have the requisite\nmore on AI-enabled experience. \u00b6\u00b631, 58.\ncapabilities as a first line of \uf0b7 CW-3 confirmed that during CW-3\u2019s\nidentification and defense, and tenure from before 2021 to May of\nless and less so on human 2023, WillowTree employees that\ndigital engagement where worked on AI projects did not have\npossible. And so, we hope, we AI experience or training and\nbelieve that once again, we engineers were being taken off (non\nhave what the doctor is AI-related) billable projects to work\nordering in terms of on non-billable brainstorming for\naddressing this opportunity AI-related ideas. \u00b6\u00b632, 56.\nand evolution. \uf0b7 CW-3 was not aware of any\n functioning AI product or service at\n\u00b6\u00b6119-20. WillowTree. \u00b656.\n \uf0b7 According to CW-2, there was no\n concrete AI product/service to sell at\n either WillowTree or Telus, only\n\n 49\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 51 of 74\n\n case-by-case basis pitches to\n customers in hopes of co-developing\n a product or service for which the\n customer might be an early adopter.\n \u00b659.\n \uf0b7 CW-4 reported that during CW-4\u2019s\n tenure from Summer 2021 to Spring\n 2024, Telus had no proprietary AI\n technology, and had not created any\n LLMs or innovative AI\n technologies, nor did it have any\n staff with the expertise or\n background for developing AI\n technologies. Instead, Telus used\n other companies\u2019 products to pass\n off as its own. Thus, as CW-4 stated,\n customers were not interested in\n Telus\u2019 AI offerings. \u00b6\u00b633, 52, 57, 60.\n \uf0b7 Puritt\u2019s admissions on May 9, 2024\n that Telus had only been selling\n \u201cpilot[]\u201d AI projects (for which he\n admitted at the May 21, 2024\n investor conference Telus could not\n charge full prices). \u00b6\u00b6170-71.\n \uf0b7 Puritt\u2019s admission on the August 2,\n 2024 Earnings Call that \u201cwhen we\n demonstrate the capability set that\n we have, we can then look to expand\n the margin yield derived from that.\u201d\n But with its \u201cpilot,\u201d \u201cexperimental\u201d\n and \u201cstill nascent\u201d AI programs\n during the Class Period, Telus had\n not yet done that. \u00b6\u00b662, 176.\n \uf0b7 Puritt\u2019s admission on May 21, 2024\n that with respect to the AI pilot\n\n 50\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 52 of 74\n\n projects, Telus was still trying to\n prove its \u201ccredentials and\n capabilities\u201d and was\n \u201cexperimenting at a relatively small\n scale to avoid potential\n catastrophe[.]\u201d \u00b6171.\n27. Speakers: Stephanie Doris Price, CIBC See Statement No. 26. See Statement No. 25.\n Puritt, Telus Capital Markets, Research\n Division\n Date: 11/3/23 \u201cIn terms of AI\u2026. Just curious\n around what you\u2019re seeing in\n terms of demand outside of\n your largest customers. And\n what portion of your customer\n base is looking at AI work at\n this point?\u201d\n\n Jeffrey D. Puritt, President,\n CEO & Director\n\n \u201cSo, almost everybody is\n talking to us about AI\u2026.But I\n think we really do have\n something quite unique,\n differentiated because of the\n AI experience and expertise\n and because of the\n comprehensive nature of the\n offering, where we can\n engage in a conversation in\n terms of a consulting\n advisory basis to really\n explore, together with our\n customers, the art of the\n possible and how their\n\n 51\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 53 of 74\n\n environment might lend itself\n favorably to GenAI\n implementation and adoption\n to help both their own internal\n team members exploit that\n capability, as well as to better\n serve their customers.\u201d \u00b6121.\n28. Speakers: \u201cAnd so, as you heard Vanessa Defendants\u2019 statements gave the false \uf0b7 Puritt\u2019s admissions on May 9, 2024\n Puritt, Telus detail in her prepared remarks impression that Telus was already that Telus had only been selling\n earlier, we have undertaken a successfully \u201cdeploying AI-enabled \u201cpilot[]\u201d AI projects for which Telus\n Date: 11/3/23 fairly comprehensive and automation capability inside TI to could not charge full price, thereby\n optimization effort that\u2019s not drive down our own cost\u201d when, in decreasing margins for AI products.\n just right-sizing labor to reality, Telus had no AI offerings \u00b6\u00b6170-71.\n demand, but also looking to, beyond labor-intensive data \uf0b7 On the May 21, 2024 Analyst Day\n as you\u2019ve heard me say often annotation and pilot programs being Call, Puritt admitted that, because\n in these calls, drink our own offered at discounted prices\u2014because Telus was \u201cdeploying pilots all over\n champagne, eat our own Telus lacked AI experience and the place\u201d and that \u201cit\u2019s hard to\n gourmet cooking, where expertise\u2014and, therefore, did not charge full freight for a pilot when\n we\u2019re deploying AI-enabled have such \u201cchampagne\u201d or \u201cgourmet you\u2019re trying to prove out your\n and automation capability cooking\u201d to drive down its own credentials and capabilities and\n inside TI to drive down our internal costs, which materially you\u2019re experimenting at a relatively\n own cost to serve to create adversely impacted margins, as small scale...\u201d \u00b6171, 173. That lack\n that headroom we need so we evidenced by: of AI capability meant Telus was not\n can continue to enjoy our \uf0b7 During CW-1\u2019s tenure through late able to apply it to gain internal cost\n targeted margins.\u201d \u00b6123. 2022, rather than hire employees to efficiencies either.\n save costs, Telus reassigned \uf0b7 Prior to and over the Class Period,\n personnel with no AI background or revenue from Meta, once Telus\u2019\n experience to develop ideas for AI second largest client, dropped to\n offerings and support AI product below 10% of overall sales due to a\n development and conferred titles on lack of AI products or services and\n personnel that made it appear they higher prices, heightening the focus\n had significant AI experience when on Telus\u2019 AI offerings. \u00b6\u00b640, 66, 172.\n they did not. \u00b6\u00b630, 52-53. \uf0b7 Purritt\u2019s admission on the August 2,\n \uf0b7 CW-2 reported that, although 2024 Earnings Call that \u201cwhen we\n WillowTree had no AI products or demonstrate the [AI] capability set\n\n 52\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 54 of 74\n\n services or personnel with AI that we have, we can then look to\n experience, toward the latter part of expand the margin yield derived from\n 2023 and through at least CW2\u2019s that.\u201d But with its \u201cpilot,\u201d\n tenure into 2024, Telus diverted \u201cexperimental\u201d and \u201cstill nascent\u201d AI\n numerous WillowTree employees to programs during the Class Period,\n \u201cAI teams\u201d to develop AI Telus had not yet expanded margins\n capabilities. \u00b6\u00b631, 55. and had no timeframe for doing so.\n \uf0b7 During CW-2\u2019s tenure from March \u00b6\u00b662, 176.\n 2021 to February 2024, there was \uf0b7 Defendants\u2019 regular, detailed updates\n significant consternation at having and responses to analyst questions\n employees reassigned from their about Telus\u2019 AI capabilities, cost\n core competencies to internal efforts reduction, and margins. \u00b6\u00b689-90,\n to develop AI for which such 104-105, 108, 115, 121, 182-88.\n employees did not have the requisite \uf0b7 Defendants touted their visibility into\n experience. \u00b6\u00b631, 58. and personal involvement in Telus\u2019\n \uf0b7 CW-3 confirmed that during CW-3\u2019s day-to-day operations, including\n tenure from before 2021 to May of personal conversations with existing\n 2023, WillowTree employees that and prospective customers. \u00b6\u00b6187-89.\n worked on AI projects did not have \uf0b7 Telus\u2019 marked shift to prominently\n AI experience or training and feature its AI offerings as critical to\n engineers were being taken off (non the Company\u2019s success. \u00b6\u00b6191-99.\n AI-related) billable projects to work \uf0b7 Defendants knowingly pulled staff\n on non-billable brainstorming for and engineers lacking any AI\n AI-related ideas. \u00b6\u00b632, 56. experience or education off billable\n \uf0b7 CW-3 was not aware of any projects and put them on speculative\n functioning AI product or service at AI development, resulting in Telus\n WillowTree. \u00b656. having no proprietary AI products or\n \uf0b7 According to CW-2, there was no services and mere pilots offered at\n concrete AI product/service to sell at discounted prices that reduced\n either WillowTree or Telus, only margins. \u00b6\u00b651-58, 60-61.\n case-by-case basis pitches to\n customers in hopes of co-developing\n a product for which the customer\n might be an early adopter. \u00b659.\n\n\n 53\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 55 of 74\n\n \uf0b7 CW-4 reported that during CW-4\u2019s\n tenure from Summer 2021 to Spring\n 2024, Telus had no proprietary AI\n technology, and had not created any\n LLMs or innovative AI\n technologies, nor did it have any\n staff with the expertise or\n background for developing AI\n technologies. Instead, Telus used\n other companies\u2019 products to pass\n off as its own. Thus, as CW-4 stated,\n customers were not interested in\n Telus\u2019 AI offerings. \u00b6\u00b633, 52, 57, 60.\n \uf0b7 According to CW-1 and CW-2,\n Telus\u2019 diversion of inexperienced\n personnel to AI resulted in more\n man hours and higher costs and\n delays spent on projects trying to\n develop products for which they did\n not have the relevant background or\n expertise. \u00b6\u00b652, 58, 63.\n \uf0b7 During CW-2\u2019s tenure from March\n 2021 to February 2024, CW-2 stated\n that employees were being diverted\n from high-margin, paid projects, to\n work on development projects that\n generated no revenue. \u00b6\u00b631, 55.\n \uf0b7 Puritt\u2019s admissions on May 9, 2024\n that Telus had only been selling\n \u201cpilot[]\u201d AI projects (for which he\n admitted at the May 21, 2024\n investor conference Telus could not\n charge full prices). \u00b6\u00b6170-71.\n \uf0b7 Puritt\u2019s admission on the August 2,\n 2024 Earnings Call that \u201cwhen we\n\n 54\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 56 of 74\n\n demonstrate the capability set that\n we have, we can then look to expand\n the margin yield derived from that.\u201d\n But with its \u201cpilot,\u201d \u201cexperimental\u201d\n and \u201cstill nascent\u201d AI programs\n during the Class Period, Telus had\n not yet done that. \u00b6\u00b662, 176.\n \uf0b7 Puritt\u2019s admission on May 21, 2024\n that with respect to the AI pilot\n projects, Telus was still trying to\n prove its \u201ccredentials and\n capabilities\u201d and was\n \u201cexperimenting at a relatively small\n scale to avoid potential\n catastrophe.\u201d \u00b6171.\n \uf0b7 As a result of Telus\u2019 inability to\n develop any significant AI\n capabilities, it was unable to\n generate any cost efficiencies from\n the application of its AI initiatives\n internally. \u00b6\u00b671-73.\n29. Speakers: \u201cWe design, build and deliver Defendants\u2019 statements gave the false \uf0b7 Purritt\u2019s admissions on May 9, 2024\n Puritt, Telus next-generation solutions, impression that Telus had meaningful that Telus had only been \u201cworking []\n including AI and content ability to \u201cdesign, build and deliver\u201d on\u201d \u201cpilot[]\u201d AI projects. \u00b6\u00b6170-71.\n Date: 2/9/24 moderation, to enhance the CX AI solutions when, in reality, Telus \uf0b7 On the May 21, 2024 Analyst Day\n for global and disruptive used its existing employees with no Call, Puritt admitted that, because\n brands. The Company\u2019s AI experience to develop AI products Telus was \u201cdeploying pilots all over\n services support the full or services and never had any AI the place[,]\u201d it still had to prove its\n lifecycle of its clients\u2019 AI-led offerings beyond pilot programs, as credentials, and was only\n transformation journeys[.]\u201d evidenced by: \u201cexperimenting at a relatively small\n \uf0b7 During CW-1\u2019s tenure through late scale to avoid potential\n \u00b6126. 2022, rather than hire employees to catastrophe\u2026.\u201d \u00b6171.\n save costs, Telus reassigned \uf0b7 Prior to and over the Class Period,\n personnel with no AI background or revenue from Meta, once Telus\u2019\n experience to develop ideas for AI second largest client, dropped to\n\n 55\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 57 of 74\n\n offerings and support AI product below 10% of overall sales due to a\n development and conferred titles on lack of AI products/services and\n personnel that made it appear they higher prices, heightening the focus\n had significant AI experience when on Telus\u2019 AI offerings. \u00b6\u00b640, 66, 172.\n they did not. \u00b6\u00b630, 52-53. \uf0b7 Purritt\u2019s admission on the August 2,\n \uf0b7 CW-2 reported that, although 2024 Earnings Call that the focus\n WillowTree had no AI products or \u201conce again\u201d was on \u201cgetting in the\n services or personnel with AI door with these clients\u201d and that\n experience, toward the latter part of \u201cwhen we demonstrate the [AI]\n 2023 and through at least CW2\u2019s capability set that we have, we can\n tenure into 2024, Telus diverted then look to expand the margin yield\n numerous WillowTree employees to derived from that[,]\u201d admitting that\n \u201cAI teams\u201d to develop AI Telus\u2019 AI offerings were \u201cpilot,\u201d\n capabilities. \u00b6\u00b631, 55. \u201cexperiment[al]\u201d and \u201cstill nascent\u201d\n \uf0b7 During CW-2\u2019s tenure from March throughout the Class Period. \u00b6\u00b662,\n 2021 to February 2024, there was 176.\n significant consternation at having \uf0b7 Defendants\u2019 regular, detailed updates\n employees reassigned from their and responses to analyst questions\n core competencies to internal efforts about Telus\u2019 AI offerings. \u00b6\u00b6182-88.\n to develop AI for which such \uf0b7 Defendants touted their visibility into\n employees did not have the requisite and personal involvement in Telus\u2019\n experience. \u00b6\u00b631, 58. day-to-day operations, including\n \uf0b7 CW-3 confirmed that during CW-3\u2019s personal conversations with existing\n tenure from before 2021 to May of and prospective customers. \u00b6\u00b6187-89.\n 2023, WillowTree employees that \uf0b7 Telus\u2019 marked shift to prominently\n worked on AI projects did not have feature its AI offerings as critical to\n AI experience or training and the Company\u2019s success. \u00b6\u00b6191-99.\n engineers were being taken off (non \uf0b7 Defendants knowingly pulled staff\n AI-related) billable projects to work and engineers lacking any AI\n on non-billable brainstorming for experience or education off billable\n AI-related ideas. \u00b6\u00b632, 56. projects and put them on speculative\n \uf0b7 CW-3 was not aware of any AI development, resulting in Telus\n functioning AI product/service at having no proprietary AI products or\n WillowTree. \u00b656. services and mere pilots. \u00b6\u00b651-58, 60-\n 61.\n\n 56\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 58 of 74\n\n \uf0b7 According to CW-2, there was no\n concrete AI product or service to sell\n at either WillowTree or Telus, only\n case-by-case basis pitches to\n customers in hopes of co-developing\n a product or service for which the\n customer might be an early adopter.\n \u00b659.\n \uf0b7 CW-4 reported that during CW-4\u2019s\n tenure from Summer 2021 to Spring\n 2024, Telus had no proprietary AI\n technology, and had not created any\n LLMs or innovative AI\n technologies, nor did it have any\n staff with the expertise or\n background for developing AI\n technologies. Instead, Telus used\n other companies\u2019 products to pass\n off as its own. Thus, as CW-4 stated,\n customers were not interested in\n Telus\u2019 AI offerings. \u00b6\u00b633, 52, 57, 60.\n \uf0b7 Puritt\u2019s admissions on May 9, 2024\n that Telus had only been selling\n \u201cpilot[]\u201d AI projects (for which he\n admitted at the May 21, 2024\n investor conference Telus could not\n charge full prices). \u00b6\u00b6170-71.\n \uf0b7 Puritt\u2019s admission on the August 2,\n 2024 Earnings Call that \u201cwhen we\n demonstrate the capability set that\n we have, we can then look to expand\n the margin yield derived from that.\u201d\n But with its \u201cpilot,\u201d \u201cexperimental\u201d\n and \u201cstill nascent\u201d AI programs\n\n\n 57\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 59 of 74\n\n during the Class Period, Telus had\n not yet done that. \u00b6\u00b662, 176.\n30. Speakers: \u201cChanges in technology and Contrary to Defendants\u2019 purported \uf0b7 Puritt\u2019s admissions on May 9, 2024\n Puritt, Telus client expectations could risk warnings, Telus was already that Telus had only been selling\n outpace our service offerings losing market share to competition, \u201cpilot[]\u201d AI projects for which Telus\n Date: 2/9/24 and the development of our lowering prices to combat the price could not charge full price, thereby\n internal tools and processes, competition, and selling only pilot decreasing margins for AI products.\n which could have a material programs in the AI space, customers \u00b6\u00b6170-71.\n adverse effect on our were not interested in its AI pitches \uf0b7 On the May 21, 2024 Analyst Day\n business, growth, financial because Telus had no significant Call, Puritt admitted that, Telus was\n performance, financial solutions to offer, and Telus was being \u201cdeploying pilots all over the place\u201d\n condition and cash flows. told by customers overall that its and that \u201cit\u2019s hard to charge full\n Our growth, profitability and offerings were too expensive and that freight for a pilot when you\u2019re trying\n the diversity of our revenue competitors were able to offer similar to prove out your credentials and\n sources depend on our ability to solutions, which was having a capabilities and you\u2019re\n develop and adopt new material adverse effect on its business experimenting at a relatively small\n technologies to expand our and financial condition, as evidenced scale...\u201d \u00b6171, 173.\n existing offerings, proactively by: \uf0b7 Prior to and over the Class Period,\n identify new revenue streams \uf0b7 During CW-2\u2019s tenure from March revenue from Meta, once Telus\u2019\n and improve cost efficiencies in 2021 to February 2024, there was no second largest client, dropped to\n our operations, all while concrete AI product or service to sell below 10% of overall sales due to a\n meeting rapidly evolving client at either WillowTree or Telus, only lack of AI products or services and\n expectations. Recent and rapid case-by-case basis pitches to higher prices, heightening the focus\n developments with respect to customers in hopes of co-developing on Telus\u2019 AI offerings. \u00b6\u00b640, 66, 172.\n and the popularization and a product for which the customer \uf0b7 Purritt\u2019s admission on the August 2,\n commercialization of AI have might be an early adopter. \u00b6\u00b631, 59. 2024 Earnings Call that \u201cwhen we\n created additional pressures on \uf0b7 During CW-2\u2019s tenure from March demonstrate the [AI] capability set\n our business with respect to 2021 to February 2024, CW-2 stated that we have, we can then look to\n both the need to develop AI- that employees were being diverted expand the margin yield derived from\n related offerings to meet from high-margin, paid projects, to that.\u201d But with its \u201cpilot,\u201d\n customer expectations and work on AI development projects \u201cexperimental\u201d and \u201cstill nascent\u201d AI\n remain competitive and to that generated no revenue. \u00b6\u00b631, 55. programs during the Class Period,\n integrate AI into our business \uf0b7 CW-1 and CW-2 confirmed, work Telus had not yet expanded margins\n processes and tools in order to on AI projects took an extraordinary and had no timeframe for doing so.\n create cost efficiencies. amount of personnel and time \u00b6\u00b662, 176.\n\n 58\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 60 of 74\n\nAlthough we are focused on because Telus\u2019 did not have \uf0b7 Puritt\u2019s admission on the August 2,\nmaintaining and enhancing engineers with previous AI 2024 Earnings Call, that \u201cwe just\nthe range of our offerings, we experience, resulting in higher costs keep losing opportunities because of\nmay not be successful in and decreased margins on its AI price\u201d and being \u201ctold in the\nanticipating or responding to initiatives. \u00b6\u00b652, 58, 63. postmortem [after losing out on sales\nour clients\u2019 expectations and \uf0b7 Puritt\u2019s admissions on May 9, 2024 to competitors] that we were just too\nthe integration of our that Telus had only been selling expensive and the competition we\u2019re\ntechnology solutions into our \u201cpilot[]\u201d AI projects, for which it [sic] willing to provide a similar\nofferings may not achieve the could not charge full prices, putting solution.\u201d \u00b675.\nintended enhancements or downward pressure on margins. \uf0b7 Defendants\u2019 regular, detailed updates\ncost reductions in our \u00b6\u00b6170-71. and responses to analyst questions\noperations. New services and \uf0b7 Puritt\u2019s admission on August 2, 2024 about Telus\u2019 AI capabilities, margins,\ntechnologies offered by our Earnings Call that \u201cwhen we and pricing. \u00b6\u00b689-90, 108, 121, 182-\ncompetitors may make our demonstrate the capability set that 88.\nservice offerings we have, we can then look to expand \uf0b7 Defendants touted their visibility into\nuncompetitive, which may the margin yield derived from that.\u201d and personal involvement in Telus\u2019\nreduce our clients\u2019 interest in \u00b6176. day-to-day operations, including\nour offerings and our ability \uf0b7 Puritt\u2019s admission during the August personal conversations with existing\nto attract new clients. This 2, 2024 Earnings Call that \u201cwe just and prospective customers. \u00b6\u00b6187-89.\nmay increasingly become a keep losing opportunities because \uf0b7 Telus\u2019 marked shift to prominently\nchallenge for us with respect of price\u201d and being \u201ctold in the feature its AI offerings as critical to\nto revenue derived from our postmortem [after losing out on the Company\u2019s success. \u00b6\u00b6191-99.\ncustomer experience (CX) sales to competitors] that we were \uf0b7 Defendants knowingly pulled staff\nbusiness, which may be just too expensive and the and engineers lacking any AI\nnegatively impacted by the competition we\u2019re [sic] willing to experience or education off billable\nintroduction of AI provide a similar solution.\u201d \u00b6\u00b675, projects and put them on speculative\ncapabilities into our 157-59. AI development, resulting in Telus\nmarketplace. Our failure to having no proprietary AI products or\ninnovate, maintain services and mere pilots offered at\ntechnological advantages or discounted prices that reduced\nrespond effectively and margins. \u00b6\u00b651-58, 60-61.\ntimelyto changes in\ntechnology could have a\nmaterial adverse effect on our\nbusiness, financial\n\n 59\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 61 of 74\n\n performance, financial\n condition and cash flows.\u201d\n\n \u00b6129.\n31. Speakers: \u201cIf we are unable to See Statement No. 30. See Statement No. 30.\n Puritt, Telus accurately forecast our\n pricing models or optimize\n Date: 2/9/24 the mix of products and\n services we provide to meet\n changing client demands, or\n if we are unable to adapt to\n the changing pricing and\n procurement demands of our\n clients, our business,\n financial performance,\n financial condition and cash\n flows may be adversely\n affected.\n\n Industry pricing models are\n evolving, and companies are\n increasingly requesting\n transaction- or outcome-based\n pricing or other alternative\n pricing models, which require\n us to accurately forecast the\n cost of performance of the\n contract against the\n compensation we expect to\n receive. Also, we are seeing\n the commoditization of our\n services in the market place,\n where our competitors are\n offering services similar to\n ours at a lower cost. While we\n\n 60\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 62 of 74\n\nbelieve our services to be of\nhigher quality, this\ncommoditization has created\ncompetitive, pricing and\nother pressures, such that our\npricing models may not be\nrepresentative of new\ncontracts, adversely affecting\nthe accuracy of our\nforecasting. Further, our\nforecasts are based on a number\nof assumptions relating to\nexisting and potential contracts\nwith existing and potential\nclients, including assumptions\nrelated to the team members,\nother resources and time\nrequired to perform the\nservices and our clients\u2019\nultimate use of the contracted\nservice. If we make\ninaccurate assumptions in\npricing our contracts, our\nprofitability may be\nnegatively affected. In\naddition, if the number of our\nclients that request\nalternative pricing models\ncontinues to increase in line\nwith industry trends, we may\nbe unable to maintain our\nhistorical levels of\nprofitability under these\nevolving alternative pricing\nmodels and our financial\n\n 61\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 63 of 74\n\n performance may be\n adversely affected, or we may\n not be able to offer pricing\n that is attractive relative to\n our competitors. Some of our\n clients\u2019 may continue to evolve\n their procurement\n methodology by increasing the\n use of alternative methods,\n such as reverse auctions. These\n methods may impact our\n ability to gain new business\n and maintain profit margins,\n and may require us to adapt\n our sales techniques, which\n we may be unsuccessful in\n doing in a timely manner or\n at all.\u201d \u00b6131.\n32. Speakers: \u201cAnd in terms of service line, Defendants\u2019 statement was false when See Statement No. 30.\n Puritt, Telus again, we think all 4 service made because, in reality, Telus did not\n lines will see meaningful have AI offerings beyond labor-\n Date: 2/9/24 improvement, particularly in intensive data annotation and mere\n the back half of the year. And pilot projects that were sold at a\n for sure, AI is going to be the discount. Thus, Defendants lacked\n standout for us going through any reasonable basis for their\n the entirety of 2024 and statement, as evidenced by:\n beyond, not just in the back \uf0b7 During CW-1\u2019s tenure through late\n half.\u201d \u00b6133. 2022, rather than hire employees to\n save costs, Telus reassigned\n personnel with no AI background or\n experience to develop ideas for AI\n offerings and support AI product\n development and conferred titles on\n personnel that made it appear they\n\n\n 62\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 64 of 74\n\n had significant AI experience when\n they did not. \u00b6\u00b630, 52-53.\n \uf0b7 CW-2 reported that, although\n WillowTree had no AI products or\n services or personnel with AI\n experience, toward the latter part of\n 2023 and through at least CW2\u2019s\n tenure into 2024, Telus diverted\n numerous WillowTree employees to\n \u201cAI teams\u201d to develop AI\n capabilities. \u00b6\u00b631, 55.\n \uf0b7 During CW-2\u2019s tenure from March\n 2021 to February 2024, there was\n significant consternation at having\n employees reassigned from their\n core competencies to internal efforts\n to develop AI for which such\n employees did not have the requisite\n experience. \u00b6\u00b631, 58.\n \uf0b7 CW-3 confirmed that during CW-3\u2019s\n tenure from before 2021 to May of\n 2023, WillowTree employees that\n worked on AI projects did not have\n AI experience or training and\n engineers were being taken off (non\n AI-related) billable projects to work\n on non-billable brainstorming for\n AI-related ideas. \u00b6\u00b632, 56.\n \uf0b7 CW-3 was not aware of any\n functioning AI product or service at\n WillowTree. \u00b656.\n \uf0b7 According to CW-2, there was no\n concrete AI product/service to sell at\n either WillowTree or Telus, only\n case-by-case basis pitches to\n\n 63\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 65 of 74\n\n customers in hopes of co-developing\n a product for which the customer\n might be an early adopter. \u00b659.\n \uf0b7 CW-4 reported that during CW-4\u2019s\n tenure from Summer 2021 to Spring\n 2024, Telus had no proprietary AI\n technology, and had not created any\n LLMs or innovative AI\n technologies, nor did it have any\n staff with the expertise or\n background for developing AI\n technologies. Instead, Telus used\n other companies\u2019 products to pass\n off as its own. Thus, as CW-4 stated,\n customers were not interested in\n Telus\u2019 AI offerings. \u00b6\u00b633, 52, 57, 60.\n \uf0b7 Puritt\u2019s admissions on May 9, 2024\n that Telus had only been selling\n \u201cpilot[]\u201d AI projects (for which he\n admitted at the May 21, 2024\n investor conference Telus could not\n charge full prices). \u00b6\u00b6170-71.\n \uf0b7 Puritt\u2019s admission on the August 2,\n 2024 Earnings Call that \u201cwhen we\n demonstrate the capability set that\n we have, we can then look to expand\n the margin yield derived from that.\u201d\n But with its \u201cpilot,\u201d \u201cexperimental\u201d\n and \u201cstill nascent\u201d AI programs\n during the Class Period, Telus had\n not yet done that. \u00b6\u00b662, 176.\n \uf0b7 Puritt\u2019s admission on May 21, 2024\n that with respect to the AI pilot\n projects, Telus was still trying to\n prove its \u201ccredentials and\n\n 64\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 66 of 74\n\n capabilities\u201d and was\n \u201cexperimenting at a relatively small\n scale to avoid potential\n catastrophe[.]\u201d \u00b6171.\n33. Speakers: \u201cwe anticipate demand Defendants\u2019 statements gave the false See Statement No. 30.\n Puritt, Telus starting to recover in the impression that Telus was \u201cseeing\u201d\n latter part of the year.\u201d \u201cdemand\u2026 across all four service\n Date: 5/9/24 lines,\u201d including AI, when in reality\n \u201c[t]he demand we\u2019re seeing Telus had no AI offerings besides\n now, Cassie, is really across labor-intensive data annotation and\n all four services lines.\u201d \u201cpilot\u201d programs at discounted prices,\n as evidenced by:\n \u00b6143. \uf0b7 During CW-1\u2019s tenure through late\n 2022, rather than hire employees to\n save costs, Telus reassigned\n personnel with no AI background or\n experience to develop ideas for AI\n offerings and support AI product\n development and conferred titles on\n personnel that made it appear they\n had significant AI experience when\n they did not. \u00b6\u00b630, 52-53.\n \uf0b7 CW-2 reported that, although\n WillowTree had no AI products or\n services or personnel with AI\n experience, toward the latter part of\n 2023 and through at least CW2\u2019s\n tenure into 2024, Telus diverted\n numerous WillowTree employees to\n \u201cAI teams\u201d to develop AI\n capabilities. \u00b6\u00b631, 55.\n \uf0b7 During CW-2\u2019s tenure from March\n 2021 to February 2024, there was\n significant consternation at having\n employees reassigned from their\n\n 65\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 67 of 74\n\n core competencies to internal efforts\n to develop AI for which such\n employees did not have the requisite\n experience. \u00b6\u00b631, 58.\n \uf0b7 CW-3 confirmed that during CW-3\u2019s\n tenure from before 2021 to May of\n 2023, WillowTree employees that\n worked on AI projects did not have\n AI experience or training and\n engineers were being taken off (non\n AI-related) billable projects to work\n on non-billable brainstorming for\n AI-related ideas. \u00b6\u00b632, 56.\n \uf0b7 CW-3 was not aware of any\n functioning AI product or service at\n WillowTree. \u00b656.\n \uf0b7 According to CW-2, there was no\n concrete AI product/service to sell at\n either WillowTree or Telus, only\n case-by-case basis pitches to\n customers in hopes of co-developing\n a product for which the customer\n might be an early adopter. \u00b659.\n \uf0b7 CW-4 reported that during CW-4\u2019s\n tenure from Summer 2021 to Spring\n 2024, Telus had no proprietary AI\n technology, and had not created any\n LLMs or innovative AI\n technologies, nor did it have any\n staff with the expertise or\n background for developing AI\n technologies. Instead, Telus used\n other companies\u2019 products to pass\n off as its own. Thus, as CW-4 stated,\n\n\n 66\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 68 of 74\n\n customers were not interested in\n Telus\u2019 AI offerings. \u00b6\u00b633, 52, 57, 60.\n \uf0b7 Puritt\u2019s admissions on May 9, 2024\n that Telus had only been selling\n \u201cpilot[]\u201d AI projects (for which he\n admitted at the May 21, 2024\n investor conference Telus could not\n charge full prices). \u00b6\u00b6170-71.\n \uf0b7 Puritt\u2019s admission on the August 2,\n 2024 Earnings Call that \u201cwhen we\n demonstrate the capability set that\n we have, we can then look to expand\n the margin yield derived from that.\u201d\n But with its \u201cpilot,\u201d \u201cexperimental\u201d\n and \u201cstill nascent\u201d AI programs\n during the Class Period, Telus had\n not yet done that. \u00b6\u00b662, 176.\n \uf0b7 Puritt\u2019s admission on May 21, 2024\n that with respect to the AI pilot\n projects, Telus was still trying to\n prove its \u201ccredentials and\n capabilities\u201d and was\n \u201cexperimenting at a relatively small\n scale to avoid potential\n catastrophe[.]\u201d \u00b6171.\n34. Speakers: Telus had \u201ctransform[ed] our Defendants\u2019 statements were false \uf0b7 Puritt\u2019s admissions on May 9, 2024\n Puritt, Telus own cost[s]\u2026so that we can when made because Telus had no that Telus had only been selling\n continue to generate these meaningful AI products or services \u201cpilot[]\u201d AI projects for which Telus\n Date: 5/21/24 industry-leading margins and the data annotation and pilot could not charge full price, thereby\n and ensure the headroom in projects it was working on were decreasing margins for AI products.\n our cost structure[.]\u201d unprofitable due to the manpower it \u00b6\u00b6170-71.\n took and Telus had to discount prices \uf0b7 On the May 21, 2024 Analyst Day\n \u00b6145. on pilot projects. Moreover, Telus had Call, Puritt admitted that, because\n not \u201ctransform[ed] [its] cost[s]\u201d as it Telus was \u201cdeploying pilots all over\n had no AI capabilities to apply to the place\u201d and that \u201cit\u2019s hard to\n\n 67\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 69 of 74\n\n achieve internal cost efficiencies. charge full freight for a pilot when\n Thus, Telus was not and could not you\u2019re trying to prove out your\n \u201ccontinue\u201d to generate \u201cindustry- credentials and capabilities and\n leading margins\u201d and Defendants\u2019 you\u2019re experimenting at a relatively\n statements lacked any reasonable small scale...\u201d \u00b6171, 173. That lack of\n basis, as evidenced by: AI capability meant Telus was not\n \uf0b7 During CW-1\u2019s tenure through late able to apply it to gain internal cost\n 2022, rather than hire employees to efficiencies either.\n save costs, Telus reassigned \uf0b7 Prior to and over the Class Period,\n personnel with no AI background or revenue from Meta, once Telus\u2019\n experience to develop ideas for AI second largest client, dropped to\n offerings and support AI below 10% of overall sales due to a\n product/service development and lack of AI products/services and\n conferred titles on personnel that higher prices, heightening the focus\n made it appear they had significant on Telus\u2019 AI offerings. \u00b6\u00b640, 66, 172.\n AI experience when they did not. \uf0b7 Purritt\u2019s admission on the August 2,\n \u00b6\u00b630, 52-53. 2024 Earnings Call that \u201cwhen we\n \uf0b7 CW-2 reported that, although demonstrate the [AI] capability set\n WillowTree had no AI products or that we have, we can then look to\n services or personnel with AI expand the margin yield derived from\n experience, toward the latter part of that.\u201d But with its \u201cpilot,\u201d\n 2023 and through at least CW2\u2019s \u201cexperimental\u201d and \u201cstill nascent\u201d AI\n tenure into 2024, Telus diverted programs during the Class Period,\n numerous WillowTree employees to Telus had not yet expanded margins\n \u201cAI teams\u201d to develop AI and had no timeframe for doing so.\n capabilities. \u00b6\u00b631, 55. \u00b6\u00b662, 176.\n \uf0b7 During CW-2\u2019s tenure from March \uf0b7 Defendants\u2019 regular, detailed updates\n 2021 to February 2024, there was and responses to analyst questions\n significant consternation at having about Telus\u2019 AI capabilities, cost\n employees reassigned from their reduction, and margins. \u00b6\u00b689-90,\n core competencies to internal efforts 104-105, 108, 115, 121, 182-88.\n to develop AI for which such \uf0b7 Defendants touted their visibility into\n employees did not have the requisite and personal involvement in Telus\u2019\n experience. \u00b6\u00b631, 58. day-to-day operations, including\n\n\n 68\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 70 of 74\n\n \uf0b7 CW-3 confirmed that during CW-3\u2019s personal conversations with existing\n tenure from before 2021 to May of and prospective customers. \u00b6\u00b6187-89.\n 2023, WillowTree employees that \uf0b7 Telus\u2019 marked shift to prominently\n worked on AI projects did not have feature its AI offerings as critical to\n AI experience or training and the Company\u2019s success. \u00b6\u00b6191-99.\n engineers were being taken off (non \uf0b7 Defendants knowingly pulled staff\n AI-related) billable projects to work and engineers lacking any AI\n on non-billable brainstorming for experience or education off billable\n AI-related ideas. \u00b6\u00b632, 56. projects and put them on speculative\n \uf0b7 CW-3 was not aware of any AI development, resulting in Telus\n functioning AI product or service at having no proprietary AI products or\n WillowTree. \u00b656. services and mere pilots offered at\n \uf0b7 According to CW-2, there was no discounted prices that reduced\n concrete AI product/service to sell at margins. \u00b6\u00b651-58, 60-61.\n either WillowTree or Telus, only\n case-by-case basis pitches to\n customers in hopes of co-developing\n a product for which the customer\n might be an early adopter. \u00b659.\n \uf0b7 CW-4 reported that during CW-4\u2019s\n tenure from Summer 2021 to Spring\n 2024, Telus had no proprietary AI\n technology, and had not created any\n LLMs or innovative AI\n technologies, nor did it have any\n staff with the expertise or\n background for developing AI\n technologies. Instead, Telus used\n other companies\u2019 products to pass\n off as its own. Thus, as CW-4 stated,\n customers were not interested in\n Telus\u2019 AI offerings. \u00b6\u00b633, 52, 57, 60.\n \uf0b7 According to CW-1 and CW-2,\n Telus\u2019 diversion of inexperienced\n personnel to AI resulted in more\n\n 69\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 71 of 74\n\n man hours and higher costs and\n delays spent on projects trying to\n develop products for which they did\n not have the relevant background.\n \u00b6\u00b652, 58, 63.\n \uf0b7 During CW-2\u2019s tenure from March\n 2021 to February 2024, CW-2 stated\n that employees were being diverted\n from high-margin, paid projects, to\n work on development projects that\n generated no revenue, significantly\n decreasing overall revenues for\n Telus. \u00b6\u00b631, 55.\n \uf0b7 Puritt\u2019s admissions on May 9, 2024\n that Telus had only been selling\n \u201cpilot[]\u201d AI projects (for which he\n admitted at the May 21, 2024\n investor conference Telus could not\n charge full prices). \u00b6\u00b6170-71.\n \uf0b7 Puritt\u2019s admission on the August 2,\n 2024 Earnings Call that \u201cwhen we\n demonstrate the capability set that\n we have, we can then look to expand\n the margin yield derived from that.\u201d\n But with its \u201cpilot,\u201d \u201cexperimental\u201d\n and \u201cstill nascent\u201d AI programs\n during the Class Period, Telus had\n not yet done that. \u00b6\u00b662, 176.\n \uf0b7 Puritt\u2019s admission on May 21, 2024\n that with respect to the AI pilot\n projects, Telus was still trying to\n prove its \u201ccredentials and\n capabilities\u201d and was\n \u201cexperimenting at a relatively small\n\n\n 70\n\f Case 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 72 of 74\n\n scale to avoid potential\n catastrophe.\u201d \u00b6171.\n \uf0b7 As a result of Telus\u2019 inability to\n develop any significant AI\n capabilities, it was unable to\n generate any cost efficiencies from\n the application of its AI initiatives\n internally. \u00b6\u00b671-73.\n35. Speakers: \u201cthe near-term gold rush for Defendants\u2019 statements gave the false \uf0b7 Purritt\u2019s admissions on May 9, 2024\n Puritt, Telus us has been helping the impression that Telus was a leader in that Telus had only been selling\n hyperscalers build these large the AI space with \u201cproprietary\u201d AI \u201cpilot[]\u201d AI projects. \u00b6\u00b6170-71.\n Date: 5/21/24 language models, and we\u2019ve tools when, in reality, Telus had no \uf0b7 On the May 21, 2024 Analyst Day\n been privileged to support a meaningful AI offerings other than the Call, Puritt admitted that, because\n number of the large language labor-intensive data annotation Telus was \u201cdeploying pilots all over\n model builders\u2026. We kind of services and mere pilot programs the place,\u201d it still had to prove its\n see this supply demand offered at discounted prices, was credentials, and was only\n bifurcation around AI and simply piggy-backing off other \u201cexperimenting at a relatively small\n GenAI, in particular. And the company\u2019s AI products and tools, and scale to avoid potential\n gold rush today is helping to had no \u201cproprietary\u201d products or catastrophe\u2026.\u201d \u00b6171.\n build these LLMs.\u201d services of its own, as evidenced by: \uf0b7 Prior to and over the Class Period,\n \uf0b7 During CW-1\u2019s tenure through late revenue from Meta, once Telus\u2019\n *** 2022, rather than hire employees to second largest client, dropped to\n \u201cwe\u2019ve built some save costs, Telus reassigned below 10% of overall sales due to a\n proprietary tools\u201d for its personnel with no AI background or lack of AI products/services and\n clients\u2019 AI needs. experience to develop ideas for AI higher prices, heightening the focus\n offerings and support AI product on Telus\u2019 AI offerings. \u00b6\u00b640, 66, 172.\n \u00b6147. development and conferred titles on \uf0b7 Purritt\u2019s admission on the August 2,\n personnel that made it appear they 2024 Earnings Call that the focus\n had significant AI experience when \u201conce again\u201d was on \u201cgetting in the\n they did not. \u00b6\u00b630, 52-53. door with these clients\u201d and that\n \uf0b7 CW-2 reported that, although \u201cwhen we demonstrate the [AI]\n WillowTree had no AI products or capability set that we have, we can\n services or personnel with AI then look to expand the margin yield\n experience, toward the latter part of derived from that[,]\u201d admitting that\n 2023 and through at least CW2\u2019s Telus\u2019 AI offerings were \u201cpilot,\u201d\n\n 71\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 73 of 74\n\n tenure into 2024, Telus diverted \u201cexperiment[al]\u201d and \u201cstill nascent\u201d\n numerous WillowTree employees to throughout the Class Period. \u00b6\u00b662,\n \u201cAI teams\u201d to develop AI 176.\n capabilities. \u00b6\u00b631, 55. \uf0b7 Defendants\u2019 regular, detailed updates\n \uf0b7 During CW-2\u2019s tenure from March and responses to analyst questions\n 2021 to February 2024, there was about Telus\u2019 AI offerings. \u00b6\u00b6182-88.\n significant consternation at having \uf0b7 Defendants touted their visibility into\n employees reassigned from their and personal involvement in Telus\u2019\n core competencies to internal efforts day-to-day operations, including\n to develop AI for which such personal conversations with existing\n employees did not have the requisite and prospective customers. \u00b6\u00b6187-89.\n experience. \u00b6\u00b631, 58. \uf0b7 Telus\u2019 marked shift to prominently\n \uf0b7 CW-3 confirmed that during CW-3\u2019s feature its AI offerings as critical to\n tenure from before 2021 to May of the Company\u2019s success. \u00b6\u00b6191-99.\n 2023, WillowTree employees that \uf0b7 Defendants knowingly pulled staff\n worked on AI projects did not have and engineers lacking any AI\n AI experience or training and experience or education off billable\n engineers were being taken off (non projects and put them on speculative\n AI-related) billable projects to work AI development, resulting in Telus\n on non-billable brainstorming for having no proprietary AI products or\n AI-related ideas. \u00b6\u00b632, 56. services and mere pilots. \u00b6\u00b651-58, 60-\n \uf0b7 CW-3 was not aware of any 61.\n functioning AI product or service at\n WillowTree. \u00b656.\n \uf0b7 According to CW-2, there was no\n concrete AI product/service to sell at\n either WillowTree or Telus, only\n case-by-case basis pitches to\n customers in hopes of co-developing\n a product for which the customer\n might be an early adopter. \u00b6 59.\n \uf0b7 CW-4 reported that during CW-4\u2019s\n tenure from Summer 2021 to Spring\n 2024, Telus had no proprietary AI\n technology, and had not created any\n\n 72\n\fCase 1:25-cv-00889-VM Document 38-1 Filed 12/10/25 Page 74 of 74\n\n LLMs or innovative AI\n technologies, nor did it have any\n staff with the expertise or\n background for developing AI\n technologies. Instead, Telus used\n other companies\u2019 products to pass\n off as its own. Thus, as CW-4 stated,\n customers were not interested in\n Telus\u2019 AI offerings. \u00b6\u00b633, 52, 57, 60.\n \uf0b7 Puritt\u2019s admissions on May 9, 2024\n that Telus had only been selling\n \u201cpilot[]\u201d AI projects (for which he\n admitted at the May 21, 2024\n investor conference Telus could not\n charge full prices). \u00b6\u00b6170-71.\n \uf0b7 Puritt\u2019s admission on the August 2,\n 2024 Earnings Call that \u201cwhen we\n demonstrate the capability set that\n we have, we can then look to expand\n the margin yield derived from that.\u201d\n But with its \u201cpilot,\u201d \u201cexperimental\u201d\n and \u201cstill nascent\u201d AI programs\n during the Class Period, Telus had\n not yet done that. \u00b6\u00b662, 176.\n \uf0b7 Puritt\u2019s admission on May 21, 2024\n that with respect to the AI pilot\n projects, Telus was still trying to\n prove its \u201ccredentials and\n capabilities\u201d and was\n \u201cexperimenting at a relatively small\n scale to avoid potential\n catastrophe[.]\u201d \u00b6171.\n\n\n\n\n 73\n\f","ocr_status":1,"date_upload":"2026-05-12T03:11:07.953217-07:00","document_number":"38","attachment_number":1,"pacer_doc_id":"127038709390","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 1- False Statements Chart","acms_document_guid":""}],"date_created":"2025-12-10T15:11:51.062500-08:00","date_modified":"2026-05-18T22:21:19.897345-07:00","date_filed":"2025-12-10","time_filed":"17:29:27","entry_number":38,"recap_sequence_number":"2025-12-10.001","pacer_sequence_number":134,"description":"MEMORANDUM OF LAW in Opposition re: 35 MOTION to Dismiss the Amended Class Action Complaint for Violations of the Federal Securities Laws. . Document filed by Mohammed Mohiuddin. (Attachments: # 1 Exhibit 1- False Statements Chart).(Hopkins, Shannon) (Entered: 12/10/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/441930189/","id":441930189,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69594105/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/456524661/","id":456524661,"tags":[],"absolute_url":"/docket/69594105/35/sarria-v-telus-international-cda-inc/","date_created":"2025-10-23T20:09:55.424427-07:00","date_modified":"2026-05-22T06:29:31.136689-07:00","sha1":"57e0ce4518942e15a1d2659b0b0d2da8f129ad56","page_count":2,"file_size":142374,"filepath_local":"recap/gov.uscourts.nysd.636009/gov.uscourts.nysd.636009.35.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.636009/gov.uscourts.nysd.636009.35.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":"2026-05-18T22:25:08.294153-07:00","document_number":"35","attachment_number":null,"pacer_doc_id":"127038436354","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Dismiss","acms_document_guid":""}],"date_created":"2025-10-23T20:09:55.364380-07:00","date_modified":"2026-05-18T22:21:19.649361-07:00","date_filed":"2025-10-23","time_filed":"21:42:53","entry_number":35,"recap_sequence_number":"2025-10-23.001","pacer_sequence_number":125,"description":"MOTION to Dismiss the Amended Class Action Complaint for Violations of the Federal Securities Laws. Document filed by Gopi Chande, Vanessa Kanu, Jeffrey Puritt, Michael Ringman, TELUS International (Cda) Inc...(Soloway, Audra) (Entered: 10/23/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/441930188/","id":441930188,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69594105/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/456524660/","id":456524660,"tags":[],"absolute_url":"/docket/69594105/36/sarria-v-telus-international-cda-inc/","date_created":"2025-10-23T20:09:55.175447-07:00","date_modified":"2026-05-18T22:21:19.755940-07:00","sha1":"b40cff14e0499caf5b33cc026819f5e034daf464","page_count":35,"file_size":286359,"filepath_local":"recap/gov.uscourts.nysd.636009/gov.uscourts.nysd.636009.36.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.636009/gov.uscourts.nysd.636009.36.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 1 of 35\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\nJOS\u00c9 LUIS CER\u00d3N SARRIA, Individually\nand on Behalf of All Others Similarly Situated,\n Plaintiff,\n\n v. Case No. 1:25-CV-00889-VM\n\nTELUS INTERNATIONAL (CDA) INC.,\nJEFFREY PURITT, VANESSA KANU,\nGOPI CHANDE, and MICHAEL RINGMAN,\n Defendants.\n\n\n\n\n MEMORANDUM OF LAW IN SUPPORT OF DEFENDANTS\u2019\n MOTION TO DISMISS THE AMENDED CLASS ACTION COMPLAINT\n FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 2 of 35\n\n\n\n\n TABLE OF CONTENTS\n\n Page\n\nPRELIMINARY STATEMENT .....................................................................................................1\nFACTUAL BACKGROUND ..........................................................................................................3\n A. Through Its Four Business Divisions, TI Supplies AI-Related Services to\n Clients ......................................................................................................................3\n B. TI Begins to Integrate GenAI into Its Client Offerings, Including Using\n Pilots ........................................................................................................................6\n C. TI Begins to Integrate GenAI into Its Own Business to Secure Cost\n Savings .....................................................................................................................7\n D. TI Announces Disappointing Financial Performance and Plaintiff Sues ................8\nARGUMENT ...................................................................................................................................8\nI. Plaintiff Fails to Plead Any Materially False or Misleading Statements .............................9\n A. The Complaint Does Not Plead That the AI Offerings Statements Were\n False or Misleading ................................................................................................10\n B. The Complaint Does Not Plead That the AI Data Statements Were False\n or Misleading .........................................................................................................13\n C. The Complaint Fails to Plead That the Outlook Statements Were False or\n Misleading..............................................................................................................14\n D. The Complaint Does Not Plead That the Cost Savings Statements Were\n False or Misleading ................................................................................................19\nII. Plaintiff Fails to Plead a Strong Inference of Scienter .......................................................20\n A. The Complaint Does Not Identify Any Motive to Defraud Shareholders .............21\n B. The Complaint Also Does Not Plead Conscious Misbehavior or\n Recklessness ..........................................................................................................21\nIII. The Complaint Fails to Plead Loss Causation ...................................................................25\nIV. Plaintiff Fails to State a Claim Under Section 20(a) of the Exchange Act ........................27\nCONCLUSION ..............................................................................................................................27\n\n\n\n\n ii\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 3 of 35\n\n\n\n\n TABLE OF AUTHORITIES\n\n Page(s)\n\nCases\n\nAmgen Inc. v. Conn. Ret. Plan & Tr. Funds,\n 568 U.S. 455 (2013) ...................................................................................................................8\n\nAnschutz Corp. v. Merrill Lynch & Co., Inc.,\n 690 F.3d 98 (2d Cir. 2012).........................................................................................................8\n\nIn re AppHarvest Sec. Litig.,\n 684 F. Supp. 3d 201 (S.D.N.Y. 2023)......................................................................................24\n\nIn re AT&T/DirecTV Now Sec. Litig.,\n 480 F. Supp. 3d 507 (S.D.N.Y. 2020)......................................................................................15\n\nAthale v. SinoTech Energy Ltd.,\n 2015 WL 13145808 (S.D.N.Y. Jan. 23, 2015) ........................................................................22\n\nIn re Australia & New Zealand Banking Grp. Ltd. Sec. Litig.,\n 2009 WL 4823923 (S.D.N.Y. Dec. 14, 2009) .........................................................................14\n\nBoca Raton Firefighters & Police Pension Fund v. Bahash,\n 506 F. App\u2019x 32 (2d Cir. 2012) ...........................................................................................8, 18\n\nBorn v. Quad/Graphics, Inc.,\n 521 F. Supp. 3d. 469 (S.D.N.Y. 2021)...............................................................................25, 26\n\nC.D.T.S. v. UBS AG,\n 2013 WL 6576031 (S.D.N.Y. Dec. 13, 2013) .........................................................................21\n\nIn re China Mobile Games & Entm\u2019t Grp., Ltd. Sec. Litig.,\n 2016 WL 922711 (S.D.N.Y. Mar. 7, 2016) .............................................................................10\n\nIn re China Organic Sec. Litig.,\n 2013 WL 5434637 (S.D.N.Y. Sept. 30, 2013) .........................................................................25\n\nIn re Citigroup, Inc. Sec. Litig.,\n 330 F. Supp. 2d 367 (S.D.N.Y. 2004)......................................................................................11\n\nCity of Coral Springs Police Officers\u2019 Ret. Plan v. Farfetch Ltd.,\n 565 F. Supp. 3d 478 (S.D.N.Y. 2021)......................................................................................23\n\nCity of N. Miami Beach Police Officers\u2019 & Firefighters\u2019 Ret. Plan v. Nat\u2019l Gen.\n Holdings Corp.,\n 2021 WL 212337 (S.D.N.Y. Jan. 21, 2021) ............................................................................21\n\n\n\n iii\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 4 of 35\n\n\n\n\nDiabat v. Credit Suisse Grp. AG,\n 2024 WL 4252502 (S.D.N.Y. Sept. 19, 2024) .........................................................................20\n\nIn re Diebold Nixdorf, Inc., Sec. Litig.,\n 2021 WL 1226627 (S.D.N.Y. Mar. 30, 2021) .....................................................................3, 25\n\nEast Point Systems, Inc. v. Steven Maxim, S2k, Inc.,\n 133 F. Supp. 3d 430 (D. Conn. 2015) ......................................................................................20\n\nECA, Loc. 134 IBEW Joint Pension Tr. of Chi. v. JP Morgan Chase Co.,\n 553 F.3d 187 (2d Cir. 2009).................................................................................................9, 21\n\nEden Alpha CI LLP v. Polished.com Inc.,\n 763 F. Supp. 3d 270 (E.D.N.Y. 2025) .....................................................................................10\n\nIn re Francesca\u2019s Holdings Corp. Sec. Litig.,\n 2015 WL 1600464 (S.D.N.Y. Mar. 31, 2015) .........................................................................25\n\nFrancisco v. Abengoa, S.A.,\n 481 F. Supp. 3d 179 (S.D.N.Y. 2020)......................................................................................10\n\nFrankfurt-Tr. Inv. Luxemburg AG v. United Techs. Corp.,\n 336 F. Supp. 3d 196 (S.D.N.Y. 2018)................................................................................14, 19\n\nIn re IAC/InterActiveCorp Sec. Litig.,\n 478 F. Supp. 2d 574 (S.D.N.Y. 2007)......................................................................................13\n\nKalnit v. Eichler,\n 264 F.3d 131 (2d Cir. 2001).....................................................................................................21\n\nKasilingam v. Tilray, Inc.,\n 2023 WL 5352294 (S.D.N.Y. Aug. 21, 2023) .........................................................................19\n\nKemp v. Universal Am. Fin. Corp.,\n 2007 WL 86942 (S.D.N.Y. Jan. 10, 2007) ..............................................................................20\n\nKinra v. Chicago Bridge & Iron Co.,\n 2018 WL 2371030 (S.D.N.Y. May 24, 2018) .........................................................................22\n\nIn re Lehman Bros. Sec. & Erisa Litig.,\n 2013 WL 3989066 (S.D.N.Y. July 31, 2013) ..........................................................................15\n\nLentell v. Merrill Lynch & Co., Inc.,\n 396 F.3d 161 (2d Cir. 2005)...............................................................................................25, 27\n\nLoc. 449 Pension Plan v. Skechers U.S.A., Inc.,\n 412 F. Supp. 3d 353 (S.D.N.Y. 2019)......................................................................................18\n\n\n\n\n iv\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 5 of 35\n\n\n\n\nLoc. No. 38 Int\u2019l Bhd. of Elec. Workers Pension Fund v. Am. Exp. Co.,\n 724 F. Supp. 2d 447 (S.D.N.Y. 2010)......................................................................................22\n\nIn re Lululemon Sec. Litig.,\n 14 F. Supp. 3d 553 (S.D.N.Y. 2014)....................................................................................9, 11\n\nMartin v. Quartermain,\n 732 F. App\u2019x 37 (2d Cir. 2018) ...............................................................................................18\n\nMiller v. Lazard, Ltd.,\n 473 F. Supp. 2d 571 (S.D.N.Y. 2007)..................................................................................8, 23\n\nMonroe Cnty. Employees\u2019 Ret. Sys. v. YPF Sociedad Anonima,\n 15 F. Supp. 3d 336 (S.D.N.Y. 2014)........................................................................................27\n\nNovak v. Kasaks,\n 216 F.3d 300 (2d Cir. 2000).....................................................................................................22\n\nIn re Omega Healthcare Invs. Inc. Sec. Litig.,\n 563 F. Supp. 3d 259 (S.D.N.Y. 2021)......................................................................................25\n\nPaulsen v. Stifel, Nicolaus & Co.,\n 2019 WL 2415213 (S.D.N.Y. June 4, 2019) .............................................................................3\n\nIn re Philip Morris Int\u2019l Inc. Sec. Litig.,\n 437 F. Supp. 3d 329 (S.D.N.Y. 2020)......................................................................................23\n\nIn re Philip Morris Int\u2019l Inc. Sec. Litig.,\n 89 F.4th 408 (2d Cir. 2023) .....................................................................................................18\n\nIn re Plug Power, Inc. Sec. Litig.,\n 2023 WL 5577276 (S.D.N.Y. Aug. 29, 2023) .........................................................................25\n\nPolice & Fire Ret. Sys. City of Detroit v. Argo Group Int\u2019l Holdings, Ltd.,\n 2024 WL 5089970 (S.D.N.Y. Dec. 12, 2024) .........................................................................19\n\nIn re Pretium Res. Inc. Sec. Litig.,\n 256 F. Supp. 3d 459 (S.D.N.Y. 2017)......................................................................................24\n\nIn re Renewable Energy Grp. Sec. Litig.,\n 2022 WL 14206678 (2d Cir. Oct. 25, 2022) ............................................................................22\n\nRothman v. Gregor,\n 220 F.3d 81 (2d Cir. 2000).........................................................................................................3\n\nSaraf v. Ebix, Inc.,\n 632 F. Supp. 3d 389 (S.D.N.Y. 2022)......................................................................................11\n\n\n\n\n v\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 6 of 35\n\n\n\n\nSaskatchewan Healthcare Emp. Pension Plan v. KE Holdings Inc.,\n 718 F. Supp. 3d 344 (S.D.N.Y. 2024)......................................................................................17\n\nShetty v. Trivago N.V.,\n 796 F. App\u2019x 31 (2d Cir. 2019) ...............................................................................................24\n\nSlayton v. Am. Exp. Co.,\n 604 F.3d 758 (2d Cir. 2010).....................................................................................................15\n\nTeamsters Loc. 445 Freight Div. Pension Fund v. Dynex Cap. Inc.,\n 531 F.3d 190 (2d Cir. 2008).....................................................................................................20\n\nTellabs, Inc. v. Makor Issues & Rts., Ltd.,\n 551 U.S. 308 (2007) .................................................................................................................21\n\nTyler v. Liz Claiborne, Inc.,\n 814 F. Supp. 2d 323 (S.D.N.Y. 2011)......................................................................................24\n\nIn re Veon Ltd. Sec. Litig.,\n 2018 WL 4168958 (S.D.N.Y. Aug. 30, 2018) .........................................................................27\n\nVillare v. Abiomed, Inc.,\n 2021 WL 4311749 (S.D.N.Y. Sept. 21, 2021) .........................................................................18\n\nWoolgar v. Kingstone Cos., Inc.,\n 477 F. Supp. 3d 193 (S.D.N.Y. 2020)..................................................................................9, 22\n\nStatutes\n\nPrivate Securities Litigation Reform Act of 1995 ................................................................. passim\n\nOther Authorities\n\nFed. R. Civ. P. 9(b) ................................................................................................................8, 9, 20\n\nRule 10b-5....................................................................................................................................8, 9\n\n\n\n\n vi\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 7 of 35\n\n\n\n\n Defendants TELUS International (CDA) Inc. d/b/a TELUS Digital (\u201cTI\u201d or the\n\n\u201cCompany\u201d), Jeffrey Puritt, Vanessa Kanu, Gopi Chande, and Michael Ringman respectfully\n\nmove to dismiss the Amended Class Action Complaint for Violations of the Federal Securities\n\nLaws (ECF. 24) (the \u201cComplaint\u201d) in its entirety and with prejudice.\n\n\n PRELIMINARY STATEMENT\n\n TI is a technology services company that sells a variety of artificial intelligence (\u201cAI\u201d)-\n\nrelated offerings to its clients, and Plaintiff is a TI shareholder. The crux of Plaintiff\u2019s securities\n\nfraud claim is that TI and its executives falsely told shareholders that TI had AI capabilities to sell\n\nto customers, when it actually had none. But that assertion is entirely unsupported: TI offers many\n\nAI-related capabilities, ranging from AI-powered chatbots to AI data annotation services to AI-\n\nsupported content moderation services. Even the Complaint concedes that TI sells AI-related\n\nservices, and Plaintiff does not identify any AI service or product that TI falsely claimed to have.\n\nNot one. Plaintiff\u2019s argument to the contrary rests upon confidential witnesses (\u201cCWs\u201d) who offer\n\nno such facts, and supposed \u201cadmissions\u201d that Defendants did not actually make. The Complaint\n\nis fatally defective, and fails to identify any fraud whatsoever.\n\n Plaintiff\u2019s fraud claims fail for three separate reasons, each of which alone requires\n\ndismissal:\n\n First, the Complaint fails to plead any false or misleading statements. Plaintiff relies\n\nheavily on allegations from low-level former employee CWs (and one CW who did not even work\n\nfor TI). The CWs purport to reveal information contradicting Defendants\u2019 public statements. But\n\nno CW identifies an AI capability that TI falsely claimed to have. If anything, the CW allegations\n\nabout AI capabilities are consistent with Defendants\u2019 public disclosures or otherwise raise personal\n\ncriticisms of TI\u2019s management practices that do not support securities fraud. Plaintiff also relies\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 8 of 35\n\n\n\n\nupon a purported \u201cadmission\u201d by CEO Puritt that TI was \u201conly\u201d running \u201cpilot\u201d AI programs, but\n\nit was Plaintiff who injected the word \u201conly\u201d and Puritt said no such thing. Plaintiff fails to plead\n\nthat any challenged statement was false or misleading.\n\n Second, the Complaint fails to plead facts raising a strong inference of fraudulent intent.\n\nPlaintiff does not identify any motive or opportunity to commit fraud by any Defendant. Rather,\n\nthe Complaint purports to show scienter by identifying internal information that was contrary to\n\npublic statements. But none of the CWs identify any inconsistent internal information that was\n\nallegedly known by, or communicated to, the Individual Defendants. To the contrary, the\n\nComplaint barely even mentions the Individual Defendants, much less pleads facts about their\n\nknowledge from internal meetings, calls, or reports\u2014as the heightened pleading standards require.\n\nThese allegations come nowhere close to pleading a strong inference of scienter.\n\n Third, the Complaint fails to plead loss causation. Plaintiff alleges that he suffered losses\n\nwhen TI\u2019s stock dropped following TI\u2019s first and second quarter 2024 earnings reports. While\n\nboth revealed disappointing financial results, neither disclosure revealed that TI had previously\n\nmisrepresented its AI capabilities. Plaintiff\u2019s alleged stock drop losses, therefore, were not caused\n\nby the alleged misstatements.\n\n For these reasons, as developed below, the Complaint should be dismissed.\n\n\n\n\n 2\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 9 of 35\n\n\n\n\n FACTUAL BACKGROUND1\n\n A. Through Its Four Business Divisions, TI Supplies AI-Related Services to\n Clients\n\n TI is a technology services company headquartered in British Columbia, Canada. (\u00b6 23).2\n\nThe individual defendants are TI\u2019s current and former officers: Puritt was TI\u2019s CEO (\u00b6 25); Kanu\n\nwas TI\u2019s CFO until February 9, 2024 (\u00b6 26), after which Chande replaced her (\u00b6 27); and Ringman\n\nwas TI\u2019s Chief Information Officer (\u00b6 28). Plaintiff is a TI shareholder, who purports to represent\n\na putative class of investors who purchased TI stock between February 9, 2023, and August 1,\n\n2024 (\u201cClass Period\u201d). (\u00b6 219.).\n\n At inception, TI operated call centers, having originated as a single call center that handled\n\ncustomer service inquiries for its parent company, telecom provider TELUS Corporation. (\u00b6 34;\n\nEx. 13 at 3). In the two decades since, TI\u2019s business has grown and transformed with the advent\n\nof increased automation, new digital capabilities, and AI-related services. During the Class Period,\n\nTI operated four divisions, each of which provides AI-related services to TI clients:\n\n Customer Experience (\u201cCX\u201d). CX is the foundation of TI\u2019s business and reflects its\n\norigins in operating call centers for clients. This division, which accounted for nearly 50% of TI\u2019s\n\nbusiness, provides customer service support to TI\u2019s clients through call centers and digital\n\nchannels. \u00b6 37; Ex. 7 at 42. Digital channels include mediums like chatbots, which are powered\n\n\n\n1\n The pleaded facts are accepted as true solely for this motion. To the extent that the Complaint\n quotes, cites, or references a document, it is considered part of the Complaint. See Rothman v.\n Gregor, 220 F.3d 81, 88 (2d Cir. 2000); In re Diebold Nixdorf, Inc., Sec. Litig., 2021 WL\n 1226627, at *10 n.14 (S.D.N.Y. Mar. 30, 2021). Similarly, a court can take judicial notice of\n SEC filings. See Paulsen v. Stifel, Nicolaus & Co., 2019 WL 2415213, at *3 (S.D.N.Y. June\n 4, 2019).\n2\n References to \u201cEx.\u201d are to exhibits to the attached Declaration of Audra J. Soloway.\n References to \u201c\u00b6\u201d refer to paragraphs in the Complaint. \u201cPl. Ltr.\u201d refers to Plaintiff\u2019s letter\n dated August 14, 2025 (ECF No. 30). Unless otherwise indicated, all internal citations have\n been omitted from quotations and all emphases added.\n\n 3\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 10 of 35\n\n\n\n\nby AI, and deployed by TI to handle customer inquiries for TI clients. Ex. 10 at 11. The Complaint\n\ndoes not challenge statements about the CX business or allege that TI overstated its AI-supported\n\nCX capabilities.\n\n Digital Solutions/IT. The Digital Solutions/IT division grew from the CX business and\n\nhelps TI clients build and implement bespoke applications that clients need to serve their\n\ncustomers. (Ex. 7 at 8.) Many of TI\u2019s digital solutions are created in its iLabs environment, TI\u2019s\n\nR&D innovation engine. Id. at 11. Some of the technological solutions are powered by AI, which\n\nhas been a priority focus for iLabs since its inception in 2020. (Id. at 12.)3 TI\u2019s AI capabilities\n\nwere further enhanced by its 2022 acquisition of WillowTree. (\u00b6 48.) WillowTree is a technology\n\ncompany that specializes in customer-facing applications, and its acquisition enabled TI to provide\n\nend-to-end digital services, from developing the underlying systems to delivering the user-facing\n\napplications. (Id.; Ex. 7 at 10.) At the start of the Class Period, the Digital Solutions/IT business\n\naccounted for less than 25% of the Company\u2019s revenue (combined with WillowTree). (Ex. 8 at\n\n56.)\n\n During the Class Period, TI publicly described the offerings of its Digital Solutions/IT\n\nbusiness, saying, for example, that TI is able to \u201cdesign, build and deliver bespoke software\n\nengineering and data science services specifically geared for Gen AI application,\u201d advise clients\n\nas to \u201cprocess automation for Gen AI workflows,\u201d and offer \u201cend-to-end CX innovation\u201d via its\n\n\u201cAI-fueled platform,\u201d Fuel iX. (\u00b6\u00b6 100, 117.) The Complaint challenges these statements as false\n\nor misleading, but does not identify any AI-related capability that TI wrongly claimed to have.\n\n\n\n\n3\n As one example, in early 2023, TI built an AI-enabled workforce management solution for an\n American cable company that could predict staffing needs, make work schedules, and track\n time off. (Ex. 7 at 11.) TI does not build foundational AI products; it provides a service that\n allows companies to integrate personalized AI capabilities into their operations. Id. at 8.\n\n 4\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 11 of 35\n\n\n\n\n AI Data/Data Annotation. The AI Data division primarily provides data annotation\n\nservices. Data annotation entails using humans to label and organize data so that AI programs can\n\nlearn from it\u2014it is the \u201clifeblood of AI\u201d and what allows all forms of AI to function accurately.\n\n(Ex. 9 at 7.)4 The AI Data division does not develop underlying AI systems or products but assists\n\nclients in training and maintaining their AI machine learning models, which analyze and identify\n\npatterns in data. (\u00b6 38; Ex. 9 at 7.) TI entered the data annotation space with its acquisition of\n\nLionbridge AI in late 2020, and has since expanded to provide this service through a global\n\nnetwork of more than 1 million human annotators, making TI one of only two companies capable\n\nof delivering these services at scale. (\u00b6 38.)\n\n During the Class Period, TI publicly described its data annotation business, saying that TI\n\n\u201csecured an exciting infusion of digital talent at scale into our already robust end-to-end digital\n\ntransformation capabilities,\u201d was \u201cseeing good momentum,\u201d and was \u201cbetter positioned than most\n\nto help enable this gold rush\u201d in AI. (\u00b6\u00b6 82, 89, 119.) The Complaint challenges these statements\n\nas false or misleading, but acknowledges that TI had a significant data annotation business (\u00b6 38)\n\nand does not identify any AI Data capability that TI wrongly claimed to have.\n\n Trust and Safety Division. TI provides content moderation services, which involves\n\nmonitoring and screening user-generated online materials on clients\u2019 platforms to ensure\n\ncompliance with community guidelines. (\u00b6 37.) TI\u2019s content moderation services use a\n\ncombination of AI solutions and human reviewers. (Ex. 6 at 6-7.) The Complaint does not\n\n\n\n\n4\n AI makes predictions and produces outputs from existing, historical data. Because of this,\n tagging, labeling, and annotating the underlying data\u2014such as labeling thousands of images\n as a \u201ccat\u201d or a \u201cdog\u201d\u2014is not a one-time step; the underlying data set must be continually\n \u201crefreshed,\u201d i.e. trained, to allow all AI models to continue to produce accurate outputs. (Ex.\n 6 at 20.)\n\n 5\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 12 of 35\n\n\n\n\nchallenge statements about the Trust and Safety division or allege that TI overstated its AI content\n\nmoderation capabilities.\n\n B. TI Begins to Integrate GenAI into Its Client Offerings, Including Using Pilots\n\n In early 2023, TI began exploring ways to integrate generative AI (\u201cGenAI\u201d). GenAI is a\n\ntype of AI that creates new content (such as text, images, audio, and code) by learning patterns\n\nfrom massive data sets (ChatGPT is one example). TI disclosed that it would integrate GenAI,\n\nincluding ChatGPT, into its offerings, especially to improve its CX line. (Ex. 6 at 8.) For example,\n\nin February 2023, TI noted that it could \u201cleverage ChatGPT and other generative AI tools to further\n\nprogress our proprietary intelligent bot platform.\u201d Id. At an August 2023 conference, TI opined\n\nthat the increased productivity offered by GenAI would \u201cpositively impact[]\u201d TI\u2019s offerings,\n\nincluding \u201cdata annotation...trust and safety...[and] digital IT services as well.\u201d (Ex. 13 at 8.)5 In\n\nlate October 2023, TI announced the launch of Fuel iX, a new CX tool powered by GenAI aimed\n\nat streamlining the customer support experience and addressing, among other things, common\n\nfrustrations during customer service interactions. (Ex. 18 at 1-2.)\n\n TI also disclosed that it runs pilot projects to secure new clients and develop new\n\ncapabilities. A \u201cpilot\u201d is a targeted, limited test of a new service or approach designed to prove it\n\nworks and find any problems before a client decides to proceed with a full rollout. (Ex. 17 at 8.)\n\nTI disclosed that new engagements are \u201cgenerally followed by a long implementation period in\n\nwhich the services are planned in detail and [TI] demonstrate[s] to a client that [it] can successfully\n\nintegrate [its] processes and resources with their operations.\u201d (Ex. 2 at 11.) Thus, \u201c[b]efore or\n\nafter entering into a definitive contract with a client, [TI] may run a pilot program that may or may\n\n\n\n5\n For example, one problem with GenAI is \u201challucinations\u201d (i.e., the generation of fabricated\n information), which can be addressed by better training the underlying data\u2014a service that TI\n provides through its data annotation business. (Ex. 13 at 8-9.)\n\n 6\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 13 of 35\n\n\n\n\nnot be successful.\u201d (Id.; see also Ex. 3 at 9 (\u201cIf we are successful, a long implementation and\n\ncontract negotiation period could follow and, in some cases, a pilot program may also occur, all of\n\nwhich may not be successful.\u201d); Ex. 4 at 9 (similar).) TI cannot always charge full price for pilots.\n\n(Ex. 17 at 7-8 (May 21, 2024 Tr.).) In late 2022 and into 2023, TI disclosed that it was seeing\n\n\u201celongated sales cycles\u201d and \u201clonger decision timeframes.\u201d (Ex. 5 at 14; Ex. 14 at 3.)\n\n C. TI Begins to Integrate GenAI into Its Own Business to Secure Cost Savings\n\n While TI was exploring GenAI initiatives, the entire technology sector was grappling with\n\ndifficult macroeconomic conditions and market instability. Inflation and higher interest rates were\n\nleading to recessionary fears and the release of Chat GPT in late 2022 added further disruption as\n\ncompanies across industries had to reassess their strategies. (Ex. 6 at 7-9, 14, 20; Ex. 7 at 21.)\n\nThese dynamics had an outsized impact on TI\u2019s sector and its competitors, and mass layoffs started\n\nto occur across technology companies. Id. at 7. TI disclosed that its key clients also faced\n\nmacroeconomic challenges, which led to less spending and reduced demand for TI\u2019s services. (Ex.\n\n11 at 3.) TI\u2019s third-largest client, in particular, experienced rapid revenue declines, resulting in\n\nreduced spending on TI\u2019s services. (Ex. 14 at 8.) TI disclosed the challenges to its business, and\n\nits efforts to reduce costs, including by reducing hiring and other cost reduction strategies. (Ex. 5\n\nat 11; Ex. 11 at 3-4.)\n\n In early 2023, TI announced that it was exploring the possibility of leveraging GenAI for\n\ninternal applications (Ex. 6 at 8), and later that year noted that it was \u201cexecuting upon multiple\n\ncost optimization programs across the business,\u201d including using GenAI (Ex. 14 at 3). While TI\n\nwas optimistic about the progress it had made in 2023, it warned that there was \u201cstill\u2026a lot more\n\nwork to do\u201d (Ex. 14 at 15) and noted that it would take time for the company to experience the full\n\nbenefits of these initiatives, which could take until 2024 to fully accrue. (Ex. 11 at 4.)\n\n\n\n\n 7\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 14 of 35\n\n\n\n\n D. TI Announces Disappointing Financial Performance and Plaintiff Sues\n\n On May 9, 2024, and August 2, 2024, TI disclosed disappointing financial results for the\n\nfirst and second quarters of 2024, respectively, and lowered full-year 2024 guidance. (\u00b6\u00b6 135-42,\n\n149-64.) TI\u2019s stock price declined following these announcements (id.), and this lawsuit followed.\n\n ARGUMENT\n\n To state a claim for a violation of Section 10(b) and Rule 10b-5, Plaintiff must allege, as\n\nrelevant here: (1) a materially false or misleading statement; (2) a strong inference of scienter; and\n\n(3) loss causation. Amgen Inc. v. Conn. Ret. Plan & Tr. Funds, 568 U.S. 455, 460-61 (2013).\n\nPlaintiff must satisfy the heightened pleading standards under the Private Securities Litigation\n\nReform Act of 1995 (the \u201cPSLRA\u201d) and Federal Rule of Civil Procedure 9(b). See Anschutz Corp.\n\nv. Merrill Lynch & Co., Inc., 690 F.3d 98, 108 (2d Cir. 2012). The PSLRA requires that a securities\n\nfraud complaint \u201cstate with particularity facts giving rise to a strong inference that the defendant\n\nacted with the required state of mind.\u201d Id. (citing Dura Pharm., Inc. v. Broudo, 544 U.S. 336, 345\n\n(2005)). To comply with Rule 9(b), the Complaint must: \u201c(1) specify the statements that the\n\nplaintiff contends were fraudulent, (2) identify the speaker, (3) state where and when the statements\n\nwere made, and (4) explain why the statements were fraudulent.\u201d Id. (quoting Rombach v. Chang,\n\n355 F.3d 164, 170 (2d Cir. 2004)). A complaint failing to satisfy these exacting pleading standards\n\nmust be dismissed. See, e.g., Boca Raton Firefighters & Police Pension Fund v. Bahash, 506 F.\n\nApp\u2019x 32, 39 (2d Cir. 2012). Fraud must be pleaded with particularity as to each Defendant\u2014\n\n\u201cblanket references to the acts of all the defendants without identifying the nature of each\n\ndefendant\u2019s participation in the fraud\u201d are insufficient. See Miller v. Lazard, Ltd., 473 F. Supp.\n\n2d 571, 590 (S.D.N.Y. 2007) (Marrero, J.).\n\n\n\n\n 8\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 15 of 35\n\n\n\n\nI. Plaintiff Fails to Plead Any Materially False or Misleading Statements\n\n To satisfy Section 10(b) and Rule 10b-5, Plaintiff must plead that Defendants made an\n\n\u201cuntrue statement of material fact\u201d or \u201comit[ted]...a material fact necessary in order to make the\n\nstatements made, in the light of the circumstances under which they were made, not misleading[.]\u201d\n\n17 C.F.R. \u00a7 240.10b-5. Rule 9(b) and the PSLRA require plaintiffs to \u201cspecify each statement\n\nalleged to have been misleading, [and] the reason or reasons why the statement is misleading.\u201d\n\nECA, Loc. 134 IBEW Joint Pension Tr. of Chi. v. JP Morgan Chase Co., 553 F.3d 187, 196 (2d\n\nCir. 2009). The Complaint, therefore, must offer well-pleaded facts describing what\n\ncontemporaneous inconsistent information Defendants had, who had it, when and where they\n\nlearned it, or how the information contradicted any challenged statement. See Woolgar v.\n\nKingstone Cos., Inc., 477 F. Supp. 3d 193, 217, 220 (S.D.N.Y. 2020). Further, Plaintiffs must\n\nplead that every \u201calleged material misstatement was false at the time it was made\u2026[because]\n\nwithout contemporaneous falsity, there can be no fraud.\u201d In re Lululemon Sec. Litig., 14 F. Supp.\n\n3d 553, 571 (S.D.N.Y. 2014) (original emphases).\n\n Applying these rigorous pleading standards, Plaintiff fails to allege any false or misleading\n\nstatement by Defendants. While Plaintiff sweeps together dozens of statements that mention \u201cAI,\u201d\n\nthe alleged false and misleading statements generally address four topics: (1) AI-supported product\n\nand service offerings through TI\u2019s Digital/IT Solutions business (\u201cAI Offerings Statements\u201d) (Ex.\n\n1 at 1-4); (2) data annotation services offered through TI\u2019s AI Data business (\u201cAI Data\n\nStatements\u201d) (Ex. 1 at 5-6); (3) TI\u2019s general optimistic outlook on AI and future projections\n\n(\u201cOutlook Statements\u201d) (Ex. 1 at 7-19); and (4) TI\u2019s cost savings initiative (\u201cCost Savings\n\nStatements\u201d) (Ex. 1 at 20-22).6 None are adequately pleaded to be false or misleading.\n\n\n6\n For the Court\u2019s convenience, a chart listing the challenged statements by category and by\n ground for dismissal is attached as Exhibit 1 to the Declaration of Audra J. Soloway.\n\n 9\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 16 of 35\n\n\n\n\n A. The Complaint Does Not Plead That the AI Offerings Statements Were False\n or Misleading\n\n The AI Offerings Statements discuss TI\u2019s AI-related offerings, including initiatives to\n\nleverage GenAI through the Digital Solutions/IT business. For example, Plaintiff challenges\n\nstatements that TI had \u201cbuilt some proprietary [AI] tools\u201d (\u00b6 147) and was offering clients \u201cexciting\n\nnew GenAI-enabled capabilities,\u201d including Fuel iX, an \u201cenhanced solution backed by the power\n\nof generative AI\u201d (\u00b6\u00b6 113, 117; see also \u00b6\u00b6 96, 100, 112, 121.) Plaintiff contends that these\n\nstatements are false because TI \u201cdid not have any AI capabilities\u201d (Pl. Ltr. at 2) or \u201conly had\n\nminimal AI offerings\u201d (\u00b6\u00b6 98, 101, 103, 110, 114, 116).\n\n The Complaint pleads no specific facts supporting that accusation. To the contrary, the\n\nComplaint concedes that TI offered AI-supported solutions through its Digital/IT Solutions\n\nbusiness line, and that Fuel iX is a GenAI-supported product that was actually launched and offered\n\nto clients. (\u00b6\u00b6 39, 118.)\n\n Plaintiff relies heavily on four CWs, but none supply information supporting Plaintiff\u2019s\n\nassertion that TI did not actually have AI capabilities. CW1 did not even work at TI; he worked\n\nat TELUS Communications Inc., a wholly owned subsidiary of TI\u2019s parent company. (\u00b6 30.) CW1\n\nalso left that job before the Class Period. (\u00b6 30.) CW1 thus is not positioned to have any relevant\n\nor timely information. In re China Mobile Games & Entm\u2019t Grp., Ltd. Sec. Litig., 2016 WL\n\n922711, at *4 (S.D.N.Y. Mar. 7, 2016) (disregarding allegations of witnesses who worked at a\n\nsubsidiary, not the defendant company); Eden Alpha CI LLP v. Polished.com Inc., 763 F. Supp.\n\n3d 270, 297 (E.D.N.Y. 2025) (CWs\u2019 \u201cpositions at [affiliate company] do not suggest that they\n\nwould be in a position to know about [defendants\u2019] practices\u201d); Francisco v. Abengoa, S.A., 481\n\nF. Supp. 3d 179, 208 (S.D.N.Y. 2020) (rejecting CW allegations \u201cwhere the confidential witnesses\n\nleft the company before the class period\u201d). In any event, CW1 offers nothing more than conclusory\n\n\n\n 10\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 17 of 35\n\n\n\n\nallegations that, working as a senior analyst for TI\u2019s affiliate, he observed a \u201cskills gap\u201d at TI when\n\nemployees were moved \u201cfrom non-AI related roles\u2026into roles requiring AI knowledge.\u201d (\u00b6 52.)\n\nIf anything, CW1 confirms that TI had AI-related offerings, and offers only that some unspecified\n\nemployees were underqualified for AI-related jobs, which is irrelevant to Plaintiff\u2019s fraud claim.\n\nIn re Citigroup, Inc. Sec. Litig., 330 F. Supp. 2d 367, 375-76 (S.D.N.Y. 2004), aff\u2019d, 165 F. App\u2019x\n\n928 (2d Cir. 2006) (\u201callegations of mismanagement\u201d do not support fraud).\n\n CWs 2, 3, and 4 are a former account representative and two software engineers who\n\nworked at WillowTree, which merged into TI\u2019s Digital Solutions division. (\u00b6\u00b6 31-33.) None\n\nidentifies any specific internal information that contradicted public statements about TI\u2019s AI-\n\nrelated capabilities. Lululemon, 14 F. Supp. 3d at 579 (CW allegations do not show statements\n\nwere \u201cfalse when they were made\u201d). The CWs do not, for example, claim knowledge of specific\n\ninternal reports or data containing information contrary to Defendants\u2019 public statements. Saraf\n\nv. Ebix, Inc., 632 F. Supp. 3d 389, 398 n.5 (S.D.N.Y. 2022) (plaintiff \u201cdoes not allege that...the\n\nconfidential witnesses\u2026had access to information\u201d demonstrating falsity of statements). Instead,\n\nthese CWs largely criticize internal resource allocations and raise human resources issues, none of\n\nwhich support alleged securities fraud. For example, the CWs claim that work was performed by\n\nemployees lacking AI experience, purportedly resulting in delays and increased costs (e.g., \u00b6\u00b6 80,\n\n83, 86, 88, 94, 110). Such complaints are merely the CWs\u2019 personal criticisms\u2014none of which\n\nsupports securities fraud or establishes that TI misrepresented its AI or GenAI offerings. In re\n\nCitigroup, 330 F. Supp. 2d at 376; Lululemon, 14 F. Supp. 3d at 580 (\u201cgeneral allegations\u201d\n\nregarding quality control issues \u201cdo not render the [defendants\u2019] statements\u2026false or misleading,\u201d\n\nwhere the complaint does not \u201ccontain the...required specific factual allegations (by CWs or\n\notherwise)\u201d).\n\n\n\n\n 11\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 18 of 35\n\n\n\n\n The remaining CW allegations actually confirm the accuracy of Defendants\u2019 statements\n\nabout AI-related offerings. For example, CW4 contends that TI was \u201cjust using ChatGPT...[and]\n\n\u2018building apps around it\u2019\u201d (\u00b6\u00b6 99, 118), as \u201cany app company, or any company with in-house\n\ndevelopers, could do.\u201d (\u00b6 60.) But, apart from the pejorative characterization, this is precisely\n\nwhat TI disclosed. TI openly discussed that \u201cChatGPT and similar alternatives\u201d presented\n\n\u201cseemingly endless\u201d possibilities for TI to \u201cleverage\u201d GenAI and improve CX operations, such as\n\nby improving chatbots. (See Ex. 6 at 8.) Similarly, CW2 alleges that TI presented \u201cpitches to\n\ncustomers in hopes of co-developing a product for which the customer might be an early adopter\u201d\n\n(E.g., \u00b6\u00b6 101, 103, 106). TI disclosed precisely that, describing how it worked alongside clients\n\n\u201cas partners rather than just buyers of products or services\u201d in order \u201cto create new solutions or\n\nproducts\u201d tailored to the clients\u2019 needs. (See Ex. 7 at 12.) The CWs thus fail to identify any\n\ninternal information that is inconsistent with public statements.\n\n Apart from the defective CW allegations, Plaintiff relies on Puritt\u2019s so-called \u201cadmission\u201d\n\nthat TI \u201chad only been selling \u2018pilot\u2019 AI projects\u201d for which it was still trying to prove its\n\n\u201ccapabilities\u201d and could not charge full price. (E.g., \u00b6\u00b6 80, 83, 88, 94, 110). But Puritt said no\n\nsuch thing: the word \u201conly\u201d does not appear in his statement. What Puritt actually said was that\n\nTI is \u201cworking diligently on pilots and opportunities with many major foundational AI model\n\ndevelopers.\u201d (Ex. 16 at 4.)7 Plaintiff cannot rewrite Puritt\u2019s statement, and the Court need not\n\n\u201caccept allegations that are contradicted or undermined by...written materials properly before the\n\n\n\n\n7\n Puritt\u2019s actual statement was: \u201cour momentum continues in AI Data Solutions, driven by the\n strength of our relationship with Google in particular, while we\u2019re also working diligently on\n pilots and opportunities with many major foundational AI model developers\u201d and \u201c[o]ur AI\n capabilities are expanding opportunities with TELUS, charting a path to an additional\n differentiated service revenue stream. In fact, we currently have several more pilots underway,\n as well as over 30 requests for new applications.\u201d (Ex. 16 at 4-5.)\n\n 12\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 19 of 35\n\n\n\n\ncourt.\u201d In re IAC/InterActiveCorp Sec. Litig., 478 F. Supp. 2d 574, 585 (S.D.N.Y. 2007). And,\n\nPuritt\u2019s actual statement is consistent with TI\u2019s earlier disclosures that TI may \u201cface a long selling\n\ncycle to secure a new client contract\u201d and that \u201c[b]efore or after entering into a definitive [client]\n\ncontract \u2026[TI] may run a pilot program.\u201d (Ex. 2 at 11; see also Ex. 3 at 9 (\u201cWe often face a long\n\nselling cycle to secure a new client contract or launch a new program for an existing client\u2026If we\n\nare successful, a long implementation and contract negotiation period could follow and, in some\n\ncases, a pilot program may also occur, all of which may not be successful.\u201d); Ex. 4 at 9 (similar).)\n\nPlaintiff can hardly claim fraud when TI\u2019s use of pilot programs was transparently disclosed.\n\n B. The Complaint Does Not Plead That the AI Data Statements Were False or\n Misleading\n\n Plaintiff challenges positive statements about the data annotation business, such as that TI\n\nwas \u201cseeing good momentum and demand this year, in particular, led by [AI data annotation] work\n\nwe do to support market-leading generative AI foundational model builders\u201d (\u00b6 119), and that, due\n\nto the AI Data business, TI was \u201cbetter positioned than most to help enable this [AI] gold rush\u201d\n\n(\u00b6 89). Plaintiff alleges that these AI Data Statements were misleading because they overstated\n\n\u201cthat TELUS had fully-developed AI products.\u201d (\u00b6 92; see also \u00b6\u00b6 83, 147.)\n\n As a threshold issue, this argument makes no sense. Data annotation is a service that TI\n\nprovides to its clients who themselves have AI products; data annotation is not itself an AI product.\n\nThe Complaint repeatedly confuses AI services and products. In any event, the Complaint does\n\nnot allege that Defendants overstated TI\u2019s data annotation capabilities. To the contrary, the\n\nComplaint concedes that the AI Data business was established following the acquisition of\n\nLionbridge AI (\u00b6 38)\u2014an AI data annotation company.\n\n Plaintiff attempts to malign the data annotation business by describing its offerings as\n\n\u201cmanually-intensive data annotation\u201d services. (\u00b6 92.) But TI never represented otherwise,\n\n\n\n 13\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 20 of 35\n\n\n\n\ndescribing its own business as relying upon a million humans who input information for later use\n\nby clients\u2019 AI models, such as, for example, providing human inputs to help Google optimize its\n\nsearch and maps functionality. (Ex. 17 at 6.)8\n\n And although the Complaint relies heavily on CWs to allege falsity, none of the four CWs\n\nworked in the AI Data business and none purport to have any internal information about TI\u2019s data\n\nannotation services. The CWs add no allegations to support falsity of this category of statements.\n\nFrankfurt-Tr. Inv. Luxemburg AG v. United Techs. Corp., 336 F. Supp. 3d 196, 223 (S.D.N.Y.\n\n2018) (disregarding allegations from former employees who \u201cworked mainly within a single\n\n[company] unit\u201d and so had \u201cno insight\u201d on other units) (Marrero, J.). Likewise, Puritt\u2019s purported\n\n\u201cadmission\u201d that TI offered \u201conly\u201d pilots misstates Puritt\u2019s actual statement (supra 12), and is also\n\nirrelevant to the data annotation business. In re Australia & New Zealand Banking Grp. Ltd. Sec.\n\nLitig., 2009 WL 4823923, at *14 (S.D.N.Y. Dec. 14, 2009) (failure to describe practices in specific\n\nbusiness unit at issue in alleged misstatements required dismissal).\n\n In short, Plaintiff fails to allege any facts showing that the AI Data Statements are false or\n\nmisleading.\n\n C. The Complaint Fails to Plead That the Outlook Statements Were False or\n Misleading\n\n The Outlook Statements\u2014the largest category of alleged misstatements\u2014encompass\n\ngenerally positive statements about TI\u2019s outlook on AI, including optimism about TI\u2019s AI\n\ncapabilities (\u00b6\u00b6 78, 90, 91, 95, 97, 126 ) and the future of AI (\u00b6\u00b6 81, 93, 100, 102, 107, 108, 109,\n\n111, 120, 133, 143), as well as cautionary disclosures regarding risks that could affect TI\u2019s future\n\n\n\n8\n Plaintiff also alleges that TI misrepresented that TI itself was developing LLMs (large language\n models, a form of AI) by stating that TI was \u201chelping to build [] LLMs\u201d through its annotation\n services. (\u00b6 147.) Nonsense. TI is a services provider supporting AI clients, and it never\n purported to be building its own LLMs.\n\n 14\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 21 of 35\n\n\n\n\nperformance. \u00b6\u00b6 85, 87, 129, 131. These statements are not false for the reasons above: the\n\nComplaint does not plead\u2014whether through CWs or so-called \u201cadmissions\u201d or otherwise\u2014that\n\nany such statements are false. Supra 12-14.\n\n Moreover, the Outlook Statements are not actionable for additional reasons. They are\n\nforward-looking statements protected by the PSLRA safe harbor, statements of opinion, and\n\npuffery:\n\n First, the majority of the Outlook Statements are forward-looking and thus protected by\n\nthe PSLRA safe harbor. 15 U.S.C. \u00a7 77z-2(c). These include statements to the effect that AI\n\nadoption \u201cwill be a tailwind for [TI\u2019s] long-term growth and profitability\u201d (\u00b6 107; Ex. 11 at 5, that\n\n\u201cthere are meaningful opportunities ahead in digital transformation and generative AI\u201d (\u00b6 111),\n\nand that \u201cAI is going to be the standout for us going through the entirety of 2024 and beyond\u201d\n\n(\u00b6 133), as well as statements of confidence that TI would meet financial projections (\u00b6\u00b6 93, 143).\n\n(See also \u00b6\u00b6 100, 102, 108, 109, 120.)\n\n The safe harbor protects forward-looking statements unless Plaintiff alleges that\n\nDefendants had actual knowledge that the statements were false. Slayton v. Am. Exp. Co., 604\n\nF.3d 758, 762, 766 (2d Cir. 2010). Plaintiff makes no such effort. The Complaint does not even\n\nattempt to plead actual knowledge by any Defendant that the Outlook Statements were false, or\n\nthat any Defendant did not hold this optimism about future prospects and results. None of the\n\nCWs purport to have knowledge of any Individual Defendants\u2019 knowledge, or even company-wide\n\nstrategy or exposure to overall business outlook. (Pl. Ltr. at 3 n.6.) In re AT&T/DirecTV Now\n\nSec. Litig., 480 F. Supp. 3d 507, 526 (S.D.N.Y. 2020) (\u201c[N]one of the CWs on whom Plaintiffs\n\nrely had a companywide view of AT&T's business\u201d), aff\u2019d, 2022 WL 17587853 (2d Cir. Dec. 13,\n\n2022); In re Lehman Bros. Sec. & Erisa Litig., 2013 WL 3989066, at *4 (S.D.N.Y. July 31, 2013)\n\n\n\n\n 15\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 22 of 35\n\n\n\n\n(disregarding confidential witnesses who \u201cwere loan level underwriters, not managers or corporate\n\nofficers who could have spoken to the company\u2019s practices broadly\u201d).\n\n The safe harbor also protects forward-looking statements that are accompanied by\n\nmeaningful cautionary language, as here. For example, TI\u2019s earnings calls warned that \u201c[t]he\n\nstatements made during this call may be forward-looking in nature\u2026[and] are subject to risks and\n\nuncertainties which may cause actual results to differ materially from our current projections,\u201d (see\n\ne.g., Ex. 14 at 3), and the accompanying presentations incorporated by reference the risk factors\n\ndescribed in the Company\u2019s Form 20-F (e.g., Ex. 15 at 2). Those risk factors warned that TI\u2019s\n\n\u201cbusiness and financial results could be adversely affected by a number of global conditions which\n\nare outside our control,\u201d and that \u201cif we fail to establish our digital brand and successfully market\n\nour digital service offerings, our growth prospects, anticipated business volumes and financial\n\nperformance may be adversely affected.\u201d (Ex. 3 at 5-6.) Moreover, TI supplemented its warnings\n\nby describing the increasingly difficult market conditions and the reduced spending it was seeing\n\nfrom its largest clients. (See e.g., Ex. 12 at 3-4 (\u201c[This quarter] marked a particularly challenging\n\ntime for [TI]\u201d brought about by \u201cprofitability pressure\u2026[and] aggressive near-term cost cutting\n\nbehavior by some of our large tech clients in particular.\u201d); Ex. 14 at 15 (\u201cIn terms of pricing\n\ndynamics, it feels to me like it\u2019s simply a continuation of the same, i.e., there is a pervasive,\n\npersistent pressure around more for less.\u201d). In light of this cautionary language, the PSLRA safe\n\nharbor protects the forward-looking Outlook Statements.\n\n Plaintiff attempts to convert certain of Defendants\u2019 cautionary language into the fraud\n\nitself, challenging risk factors from TI\u2019s 2022 and 2023 Form 20-F (\u00b6\u00b6 85, 87, 129, 131). Plaintiff\n\ncites warnings that \u201c[c]hanges in technology and client expectations could outpace [TI\u2019s] service\n\nofferings\u201d (\u00b6 129), that TI \u201cmay not be successful in anticipating or responding to our clients\u2019\n\n\n\n\n 16\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 23 of 35\n\n\n\n\nexpectation\u201d (\u00b6 85), and that \u201cif we are unable to adapt to the changing pricing and procurement\n\ndemands of our clients, our business, financial performance, financial condition and cash flows\n\nmay be adversely affected\u201d (\u00b6 131), and alleges that these warnings were false because the risks\n\nhad \u201calready materialized.\u201d But Plaintiff does not identify a specific risk that materialized before\n\nthe issuance of a particular warning. Indeed, the Complaint alleges that TI\u2019s financial performance\n\nworsened after the last of the challenged risk disclosures were issued in February 2024 (\u00b6\u00b6 135-\n\n64). Saskatchewan Healthcare Emp. Pension Plan v. KE Holdings Inc., 718 F. Supp. 3d 344, 386\n\n(S.D.N.Y. 2024) (risk that inaccuracies in data \u201cmay harm our reputation and negatively affect our\n\nbusiness\u201d had not materialized where complaint failed to allege \u201cthat the Company or the investing\n\npublic had discovered inaccuracies at the time of the disclosure\u201d). Moreover, the challenged\n\ndisclosures did not present risks as \u201cmere hypotheticals\u201d (\u00b6\u00b6 84, 128)\u2014for example, the 2023\n\nForm 20-F specifically disclosed that TI was \u201cseeing the commoditization of our services\u201d which\n\n\u201chas created competitive, pricing and other pressures, particularly given current macroeconomic\n\nconditions\u201d and was \u201cadversely affecting the accuracy of our forecasting.\u201d (\u00b6 131; Ex. 4 at 17.)\n\nThis disclosure concretely disclosed that TI\u2019s forecasting accuracy was presently impacted by\n\nongoing challenges, and was not \u201chypothetical\u201d at all.\n\n Second, certain of the Outlook Statements are classic statements of opinion, such as Puritt\u2019s\n\nstatement that \u201cwe feel like we\u2019ve been quite prescient in building out the scope and scale of our\n\ntechnology enabled service line\u201d (\u00b6 97) and that \u201cwe believe that, once again, we have what the\n\ndoctor is ordering in terms of addressing this opportunity and evolution\u201d (\u00b6 120). (See also \u00b6\u00b6 90,\n\n91, 93, 102, 107, 108, 111, 120, 133, 143.) Opinion statements can mislead only if \u201c(1) the speaker\n\ndoes not hold the belief professed; (2) the facts supplied in support of the belief professed are\n\nuntrue; or (3) the speaker omits information that makes the statement misleading to a reasonable\n\n\n\n\n 17\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 24 of 35\n\n\n\n\ninvestor.\u201d Martin v. Quartermain, 732 F. App\u2019x 37, 40 (2d Cir. 2018) (cleaned up). Plaintiff does\n\nnot even attempt to allege any facts demonstrating that the opinions were subjectively disbelieved\n\nor supported by untrue facts or omitted material facts about his inquiry into the opinion. Villare\n\nv. Abiomed, Inc., 2021 WL 4311749, at *20 (S.D.N.Y. Sept. 21, 2021) (dismissing complaint\n\ncontaining \u201cno specific allegations regarding Defendants\u2019 beliefs at the time the alleged statements\n\nwere made\u201d and rejecting plaintiff\u2019s reliance \u201con the beliefs and opinions of confidential\n\nwitnesses\u201d who did not make the challenged statements); see also Loc. 449 Pension Plan v.\n\nSkechers U.S.A., Inc., 412 F. Supp. 3d 353, 364 (S.D.N.Y. 2019) (statements about continued\n\ngrowth were not actionable because \u201c[e]xpressions of optimism and projections about the future\n\nare quintessential opinion statements.\u201d), aff\u2019d, 826 F. App\u2019x 111 (2d Cir. 2020).\n\n Third, many of the statements in this category are non-actionable puffery. (\u00b6\u00b6 78, 81, 90,\n\n91, 95, 97, 100, 102, 108, 109, 111, 120, 126, 133.) Statements that TI is \u201ca premium provider\u201d\n\n(\u00b6 91) and has \u201cthe AAA trifecta of analytics, artificial intelligence and automation\u201d (\u00b6 95) are too\n\nvague and imprecise for reasonable investors to rely on, and courts routinely deem similar\n\nstatements of corporate optimism as non-actionable puffery. See e.g., In re Philip Morris Int\u2019l Inc.\n\nSec. Litig., 89 F.4th 408, 417 (2d Cir. 2023) (finding to be non-actionable puffery statements that\n\ndescribed methodology as \u201crigorous,\u201d \u201cextensive,\u201d \u201cthorough,\u201d \u201csystematic,\u201d and \u201cunique\u201d);\n\nBoca Raton Firefighters & Police Pension Fund v. Bahash, 506 F. App\u2019x 32, 34 (2d Cir. 2012)\n\n(finding the company\u2019s statements that it had \u201cmarket lead[ing] software\u201d and it \u201cexcelled\u201d to be\n\n\u201cmere commercial puffery\u201d).9\n\n\n\n9\n The AI Data Statements, AI Offerings Statements, and Cost Savings Statements also include\n non-actionable puffery, opinions and forward-looking statements. Indeed, all of the AI Data\n Statements (\u00b6\u00b6 82, 89, 119, 147) and more than half of the AI Offerings Statements (\u00b6\u00b6 100,\n 112, 117, 121) are non-actionable puffery because they are \u201cstatement[s] of general corporate\n\n\n\n 18\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 25 of 35\n\n\n\n\n D. The Complaint Does Not Plead That the Cost Savings Statements Were False\n or Misleading\n\n Finally, Plaintiff challenges statements regarding TI\u2019s planned cost-saving initiatives, such\n\nas that TI had \u201cactioned multiple cost efficiency programs that include...Generative AI initiatives\u201d\n\n(\u00b6 104) and that such initiatives were \u201cin[]progress\u201d (\u00b6 105). (See also \u00b6\u00b6 115, 123.) The Cost\n\nSavings Statements also include projections that the initiatives will result in \u201cimprovement in\n\n[TI\u2019s] adjusted EBITDA margin in the second half [of 2023],\u201d and continuing into 2024, which\n\nwas reflected in the Company\u2019s FY23 and FY24 guidance. (\u00b6 105, 123; see also \u00b6\u00b6 112, 115, 145.)\n\n The Complaint does not plead that any of the Cost Savings Statements were false.\n\nSpecifically, Plaintiff does not dispute that TI, in fact, implemented cost-efficiency programs, that\n\nautomation or GenAI tools were deployed internally to reduce costs, or even that cost savings were\n\nrealized. At most, Plaintiff cites CWs who vaguely claim that TI \u201cwas unable to generate any cost\n\nefficiencies\u201d (e.g., \u00b6 106), but none provide particularized allegations to support that contention.\n\nNor could they. The CWs were not privy to strategic management decisions or otherwise\n\npositioned to report on company-wide cost-saving strategies. Frankfurt-Tr., 336 F. Supp. at 223\n\n(former employees had \u201cno insight on how other [company] units\u201d operated); Kasilingam v. Tilray,\n\nInc., 2023 WL 5352294, at *6 (S.D.N.Y. Aug. 21, 2023) (plaintiff must allege sufficient\n\ninformation to support the \u201cprobability that a person in the position occupied by the source would\n\npossess the information alleged.\u201d).\n\n Many of the Cost Savings Statements are also projections and thus forward-looking on\n\ntheir face\u2014such as the projected $60 million in cost savings that was incorporated in TI\u2019s FY2024\n\n\n optimism.\u201d Police & Fire Ret. Sys. City of Detroit v. Argo Group Int\u2019l Holdings, Ltd., 2024\n WL 5089970, at *11 (S.D.N.Y. Dec. 12, 2024). All four categories also include non-actionable\n forward-looking and opinion statements. (See \u00b6\u00b6 89, 105, 113-12, 115, 147; see also infra at\n 19-20). The chart at Ex. 1 identifies the defenses asserted for each challenged statement.\n\n\n\n 19\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 26 of 35\n\n\n\n\nguidance (\u00b6 105) and Puritt\u2019s statement that \u201cwe expect to quickly return to our typical 20-plus\n\npercent adjusted EBITDA margin\u201d (\u00b6 115). (See also \u00b6\u00b6 112, 123, 145.) When a fraud claim rests\n\non \u201cprojections about...future performance...Rule 9(b) requires that a complaint allege particular\n\nfacts demonstrating that the defendant knew or recklessly disregarded that the projections were\n\nfalse at the time that such projections were made.\u201d East Point Systems, Inc. v. Steven Maxim, S2k,\n\nInc., 133 F. Supp. 3d 430, 435 (D. Conn. 2015) (citing DiVittorio v. Equidyne Extractive Indus.,\n\nInc., 822 F.2d 1242, 1248 (2d Cir.1987)). Plaintiff alleges no such facts here. And while Plaintiff\n\nidentifies a later downward revision of the $60 million projection (\u00b6 72), projections do not become\n\nfalse just because they are later revised downward or not met. Kemp v. Universal Am. Fin. Corp.,\n\n2007 WL 86942, at *14 (S.D.N.Y. Jan. 10, 2007) (\u201cThe mere fact that the projections ultimately\n\nproved erroneous does not state a claim for securities fraud.\u201d).10\n\n * * * * *\n\n For these reasons, the Complaint fails to allege any false or misleading statements,\n\nrequiring its dismissal.\n\nII. Plaintiff Fails to Plead a Strong Inference of Scienter\n\n The PSLRA and Rule 9(b) require that a securities fraud complaint \u201cstate with particularity\n\nfacts giving rise to a strong inference that the defendant acted with\u2026a mental state embracing\n\nintent to deceive, manipulate, or defraud.\u201d Teamsters Loc. 445 Freight Div. Pension Fund v.\n\nDynex Cap. Inc., 531 F.3d 190, 194 (2d Cir. 2008). A \u201cstrong\u201d inference \u201cmust be more than\n\nmerely plausible or reasonable\u2014it must be cogent and at least as compelling as any opposing\n\n\n10\n See also Diabat v. Credit Suisse Grp. AG, 2024 WL 4252502, at *57 (S.D.N.Y. Sept. 19, 2024)\n (\u201c[I]t is not possible for [defendant\u2019s] remarks to be false insofar as the strategy that was in the\n process of being implemented could not have been known to be \u2018fundamentally flawed\u2019 until\n it played itself out. \u2018Such predictions about the future are not rendered fraudulent just because\n in hindsight they turn out to have been wrong.\u2019...Plaintiff's challenge is just another instance\n of fraud by hindsight.\u201d)\n\n 20\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 27 of 35\n\n\n\n\ninference of nonfraudulent intent.\u201d Id. This inquiry is \u201cinherently comparative\u201d and requires the\n\ncourt to consider nonculpable explanations advanced by defendants. Tellabs, Inc. v. Makor Issues\n\n& Rts., Ltd., 551 U.S. 308, 323-24 (2007). Further, \u201c[s]cienter must be separately pled and\n\nindividually supportable as to each defendant; scienter is not amenable to group pleading.\u201d\n\nC.D.T.S. v. UBS AG, 2013 WL 6576031, at *6 (S.D.N.Y. Dec. 13, 2013).\n\n The required strong inference of fraudulent intent may be established \u201cby alleging facts to\n\nshow either (1) that defendants had the motive and opportunity to commit fraud, or (2) strong\n\ncircumstantial evidence of conscious misbehavior or recklessness.\u201d ECA, Local 134 IBEW Joint\n\nPension Tr. of Chicago v. JP Morgan Chase Co., 553 F.3d 187, 198 (2d Cir. 2009).\n\n A. The Complaint Does Not Identify Any Motive to Defraud Shareholders\n\n \u201cIn order to raise a strong inference of scienter through \u2018motive and opportunity\u2019 to\n\ndefraud,\u201d plaintiff must allege that defendants \u201cbenefitted in some concrete and personal way from\n\nthe purported fraud.\u201d Id. Plaintiff here makes no attempt to allege motive. Plaintiff does not\n\nallege, for example, that Defendants sold TI stock at suspicious times or amounts during the class\n\nperiod or otherwise stood to profit personally from the alleged fraud. Indeed, Plaintiff does not\n\nexplain why Defendants would intentionally mislead shareholders about TI\u2019s AI capabilities.\n\n B. The Complaint Also Does Not Plead Conscious Misbehavior or Recklessness\n\n Because Plaintiff does not plead motive and opportunity, \u201cthe strength of the circumstantial\n\nallegations must be correspondingly greater.\u201d Kalnit v. Eichler, 264 F.3d 131, 142 (2d Cir. 2001).\n\nIn other words, the \u201cuphill battle to plead a strong inference of scienter becomes that much\n\nsteeper.\u201d City of N. Miami Beach Police Officers\u2019 & Firefighters\u2019 Ret. Plan v. Nat\u2019l Gen. Holdings\n\nCorp., 2021 WL 212337, at *11 (S.D.N.Y. Jan. 21, 2021). Moreover, to plead a strong inference\n\nof scienter based on circumstantial evidence of conscious misbehavior or recklessness requires\n\nPlaintiff to show that Defendants acted with \u201cactual intent\u201d or \u201ca state of mind approximating\n\n\n 21\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 28 of 35\n\n\n\n\nactual intent, and not merely a heightened form of negligence.\u201d Athale v. SinoTech Energy Ltd.,\n\n2015 WL 13145808, at *4 (S.D.N.Y. Jan. 23, 2015); Novak v. Kasaks, 216 F.3d 300, 312 (2d Cir.\n\n2000). And to the extent that the Complaint challenges forward-looking statements and opinions,\n\nPlaintiff may not rely on a recklessness theory; he must plead \u201cactual knowledge\u201d of falsity and\n\nthat the opinions subjectively were not believed. In re Renewable Energy Grp. Sec. Litig., 2022\n\nWL 14206678, at *4 (2d Cir. Oct. 25, 2022) (\u201crecklessness-based arguments are categorically\n\ninsufficient\u201d for forward-looking statements); Woolgar, 477 F. Supp. 3d at 224 (opinions are false\n\nonly where \u201c[d]efendants did not honestly believe\u201d them).\n\n Plaintiff\u2019s allegations here are woefully deficient. Even assuming the Complaint\n\nadequately identifies a misstatement (it does not, supra Part I), the Complaint does not identify\n\nparticularized facts showing that Puritt, Kanu, Chande, and Ringman knowingly made false\n\nstatements with intent to deceive. Plaintiff does not identify any information actually known by\n\nthe Individual Defendants that contradicted their public statements when they were made. Indeed,\n\ndespite Plaintiff\u2019s reliance on the CWs, none purport to have interacted directly with any of the\n\nIndividual Defendants, and none offer allegations showing their state of mind. For instance, the\n\nCWs do not claim to have attended any internal meeting with the Individual Defendants or to have\n\nprovided them with internal reports contradicting public statements. Courts routinely discount\n\nallegations from former employees who \u201cwere employed in rank-and-file positions\u2026[and] had no\n\ncontact with the Individual Defendants.\u201d Loc. No. 38 Int\u2019l Bhd. of Elec. Workers Pension Fund v.\n\nAm. Exp. Co., 724 F. Supp. 2d 447, 460 (S.D.N.Y. 2010), aff\u2019d, 430 F. App\u2019x 63 (2d Cir. 2011).\n\n Moreover, Plaintiff is required to plead facts supporting a strong inference that is\n\n\u201cseparately\u201d and \u201cindividually supportable\u201d for \u201ceach defendant.\u201d Kinra v. Chicago Bridge &\n\nIron Co., 2018 WL 2371030, at *6 (S.D.N.Y. May 24, 2018). For Chande and Ringman, Plaintiff\n\n\n\n\n 22\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 29 of 35\n\n\n\n\nmakes no individualized allegations of scienter whatsoever, which is alone dispositive of the\n\nclaims against them. Miller, 473 F. Supp. 2d at 590 (\u201c[A] complaint may not rely upon blanket\n\nreferences to the acts of all the defendants without identifying the nature of each defendant\u2019s\n\nparticipation in the fraud.\u201d). And for Puritt and Kanu, Plaintiff falls back on four arguments that\n\ncourts routinely reject as insufficient to plead scienter in this Circuit:\n\n First, Plaintiff cites Puritt\u2019s so-called \u201cadmission\u201d that TI was running \u201conly\u201d pilot AI\n\nprograms. (\u00b6\u00b6 169-72.) As demonstrated above, Puritt did not say this, and, moreover, Defendants\n\nrepeatedly explained during the class period that TI tested new client initiatives using pilot\n\nprograms. Supra at 6-7, 12-13. If anything, Puritt\u2019s transparency about pilot programs undermines\n\nany suggestion that he intended to deceive shareholders. City of Coral Springs Police Officers\u2019\n\nRet. Plan v. Farfetch Ltd., 565 F. Supp. 3d 478, 490 (S.D.N.Y. 2021) (\u201cmak[ing] significant\n\ndisclosures about the exact risk he or she is purportedly trying to hide is inconsistent with\u201d\n\nscienter).\n\n Second, Plaintiff cites additional so-called \u201cadmissions\u201d by Puritt and Kanu at the end of\n\nthe Class Period to the effect that competition forced price cuts and that TI\u2019s cost initiatives were\n\nunsuccessful. (\u00b6\u00b6 174-80.) Plaintiff insists that Defendants \u201cknew all along\u201d (\u00b6 181) that this\n\nwould occur. Again, the Complaint does not cite any contemporaneous information available to\n\nDefendants during the Class Period that was inconsistent with their statements, whether about the\n\neffect of competition or cost-cutting measures. Plaintiff\u2019s contention that Defendants must have\n\nknown the \u201cconsequent adverse impact on revenues and margins\u201d (\u00b6 173) is impermissible \u201cfraud\n\nby hindsight\u201d that cannot support an inference of scienter. In re Philip Morris Int\u2019l Inc. Sec. Litig.,\n\n437 F. Supp. 3d 329, 360 (S.D.N.Y. 2020) (allegations premised on later revelation amount to\n\nimpermissible \u201cfraud by hindsight\u201d), aff\u2019d, 89 F.4th 408 (2d Cir. 2023).\n\n\n\n\n 23\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 30 of 35\n\n\n\n\n Third, Plaintiff relies upon the mere fact that Puritt and Kanu discussed revenues, margins,\n\nand pricing on investor calls (\u00b6\u00b6 183-90), which also does not support scienter. \u201cCourts have\n\nrepeatedly found\u201d that executives\u2019 statements \u201cholding themselves out to the public as\n\nknowledgeable about the Company\u2026alone are not sufficient\u201d to plead scienter. In re AppHarvest\n\nSec. Litig., 684 F. Supp. 3d 201, 243 (S.D.N.Y. 2023). \u201cInstead, Plaintiff must allege \u2018what\n\nspecific contradictory information the makers of the statements had and the connection\u2026between\n\nthat information and the statements at issue.\u2019\u201d Id.; see also Shetty v. Trivago N.V., 796 F. App\u2019x\n\n31, 35 (2d Cir. 2019) (\u201cWhere plaintiffs contend defendants had access to contrary facts...they\n\nmust specifically identify the reports or statements containing this information.\u201d). Plaintiff entirely\n\nfails to identify such contradictory information.\n\n Finally, Plaintiff asserts that TI has a \u201cconstant focus on AI\u201d (\u00b6 199)\u2014an apparent attempt\n\nto invoke the core operations doctrine, under which management\u2019s knowledge can be presumed\n\nfor \u201ccore operations\u201d of the Company. The Second Circuit and courts in this district have\n\n\u201cexpressed doubt as to whether the core operation doctrine has survived\u201d the enactment of the\n\nPSLRA, which, contrary to the doctrine, \u201crequires facts supporting the scienter inference to be\n\n\u2018stated with particularity.\u2019\u201d In re Pretium Res. Inc. Sec. Litig., 256 F. Supp. 3d 459, 473-74\n\n(S.D.N.Y. 2017) (collecting cases). But even if the core operations theory is viable, it fails here.\n\nPlaintiff concedes that TI provides a host of AI-related services through four different business\n\nlines, and the Complaint does not identify any misrepresented fact that is sufficiently \u201ccore\u201d to\n\nTI\u2019s operations to presume management\u2019s knowledge. This is not a case, for example, where the\n\ncompany\u2019s revenue depends on a single product that does not actually work. See Tyler v. Liz\n\nClaiborne, Inc., 814 F. Supp. 2d 323, 343 (S.D.N.Y. 2011) (\u201c[C]ourts have required that the\n\noperation in question constitute nearly all of a company\u2019s business before finding scienter based\n\n\n\n\n 24\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 31 of 35\n\n\n\n\non the \u2018core operations doctrine.\u2019\u201d); In re Plug Power, Inc. Sec. Litig., 2023 WL 5577276, at *22\n\n(S.D.N.Y. Aug. 29, 2023) (rejecting core operations doctrine where plaintiff \u201cha[d] not alleged\n\nthat the affected operations truly constituted nearly all of the company\u2019s business\u201d). And even if\n\ncore operations applies here at all, \u201cat best [it] constitutes supplemental support,\u201d In re Diebold,\n\n2021 WL 1226627, at *15, and the Complaint is bereft of the required additional support.\n\nIII. The Complaint Fails to Plead Loss Causation\n\n Under the PSLRA, the \u201csubject of the fraudulent statement or omission\u201d must be \u201cthe cause\n\nof the actual loss suffered.\u201d Lentell v. Merrill Lynch & Co., Inc., 396 F.3d 161, 173 (2d Cir. 2005).\n\nWhere, as here, the complaint alleges that allegedly false statements were exposed by a purported\n\ncorrective disclosure, \u201ca plaintiff must point to a statement that, because it corrected a prior\n\nfalsehood, precipitated a change in the security\u2019s price causing his loss.\u201d In re China Organic Sec.\n\nLitig., 2013 WL 5434637, at *7 (S.D.N.Y. Sept. 30, 2013). It is crucial that the alleged corrective\n\ndisclosure \u201creveal to the market...that the prior representations had been false.\u201d In re Omega\n\nHealthcare Invs. Inc. Sec. Litig., 563 F. Supp. 3d 259, 267 (S.D.N.Y. 2021). Neither of the two\n\nalleged corrective disclosures here revealed the falsity of any challenged statements.\n\n May 9, 2024. On May 9, 2024, TI disclosed disappointing financial results for 1Q24, and\n\nthe stock price declined. (\u00b6\u00b6 135-37.) But the \u201crevelation of poor financial results\u2026is simply not\n\nenough\u201d to plead loss causation. Born v. Quad/Graphics, Inc., 521 F. Supp. 3d. 469, 494\n\n(S.D.N.Y. 2021); In re Francesca\u2019s Holdings Corp. Sec. Litig., 2015 WL 1600464, at *19\n\n(S.D.N.Y. Mar. 31, 2015) (rejecting alleged corrective disclosure that revealed \u201cdisappointing\n\nfinancials,\u201d but did not reveal to the market the \u201cfalsity of the prior statements.\u201d).\n\n Plaintiff contends that the corrective information is not the results themselves, but rather\n\nother simultaneous disclosures on May 9\u2014namely, that TI was \u201cworking on \u2018pilot\u2019 projects in AI\n\nfor \u2018many\u2019 customers\u201d and that margins for data annotation work \u201ccan be a bit below average.\u201d\n\n\n 25\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 32 of 35\n\n\n\n\n(\u00b6\u00b6 139-40.) But neither of these disclosures reveals the falsity of the challenged statements: TI\n\nhad previously disclosed its work on pilot projects (supra at 6-7, 12-13, 23), and Plaintiff does not\n\nidentify any false statement about the margins of data annotation work that this disclosure\n\npurportedly corrected.\n\n August 2, 2024. On August 2, 2024, TI announced disappointing second quarter results\n\nand a reduction in full-year 2024 guidance. TI attributed the disappointing results and guidance\n\nreduction to a host of factors. Plaintiff attempts to create a link to the pleaded fraud, but there is\n\nno such causal link:\n\n First, Plaintiff cites TI\u2019s statement that it had underestimated the time it would take to cut\n\ncosts internally, including by deploying GenAI for internal use. (\u00b6\u00b6 152-63.) Plaintiff alleges that\n\nthis disclosure revealed the falsity of the Cost Savings Statements. But TI did not say that it had\n\nnot actually implemented GenAI for internal cost-cutting, only that benefits would take longer to\n\nachieve. Plaintiff\u2019s precise argument was rejected in Born, where the company experienced delays\n\nin realizing results from a previously announced transformation plan, and the court found that the\n\ndelayed improvement in financial performance did not plead loss causation. 521 F. Supp. 3d. at\n\n494. So too here.\n\n Second, Plaintiff points to TI\u2019s August 2 disclosures about the fiercely competitive\n\nenvironment, pressure on prices, and the shift in product mix from higher to lower margin\n\nbusinesses. (\u00b6\u00b6 208-10.) This news\u2014while no doubt disappointing to investors\u2014did not reveal\n\nthat any of the challenged statements were false. Plaintiff attempts to fashion a connection by\n\nclaiming that Defendants had previously promised not to \u201cyield\u201d to pricing pressures or otherwise\n\npromised high margins from AI offerings. (Pl. Ltr. at 3). TI made no such promises. To the\n\ncontrary, TI warned about the competitive environment and the uncertainty of its forecasts. Supra\n\n\n\n\n 26\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 33 of 35\n\n\n\n\nat 7, 16-17. At most, the disappointing financial results were the \u201cmaterialization of a known risk,\u201d\n\nwhich cannot satisfy loss causation. Monroe Cnty. Employees\u2019 Ret. Sys. v. YPF Sociedad\n\nAnonima, 15 F. Supp. 3d 336, 358 (S.D.N.Y. 2014).\n\n The alleged corrective disclosures did not reveal the falsity of any alleged misstatement,\n\nwhich is fatal to Plaintiff\u2019s claim. Lentell, 396 F.3d at 175 n.4 (\u201c[t]hese allegations do not amount\n\nto a corrective disclosure, however, because they do not reveal to the market the falsity of the\n\nprior\u201d statements).\n\nIV. Plaintiff Fails to State a Claim Under Section 20(a) of the Exchange Act\n\n Plaintiff fails to state a Section 20(a) claim because he pleads no primary violation of\n\nSection 10(b), and he fails to allege any Individual Defendant\u2019s \u201cculpable participation\u201d in the\n\nalleged fraud (as explained supra at 20-25). In re Veon Ltd. Sec. Litig., 2018 WL 4168958, at *22\n\n(S.D.N.Y. Aug. 30, 2018).\n\n\n CONCLUSION\n\n Defendants\u2019 motion to dismiss should be granted. Plaintiff had the opportunity to amend\n\nfollowing the submission of pre-motion letters, and chose not to amend (ECF No. 30); as such,\n\ndismissal should be with prejudice.\n\n\n\n\n 27\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 34 of 35\n\n\n\n\nDated: October 23, 2025 Respectfully submitted,\nNew York, New York\n\n PAUL, WEISS, RIFKIND,\n WHARTON & GARRISON LLP\n /s/ Audra J. Soloway\n Audra J. Soloway\n Emily M. Miller\n 1285 Avenue of the Americas\n New York, NY 10019-6064\n Phone: (212) 373-3000\n asoloway@paulweiss.com\n emiller@paulweiss.com\n\n Counsel for TELUS International (CDA) Inc., Jeffrey\n Puritt, Vanessa Kanu, Gopi Chande, and Michael\n Ringman\n\n\n\n\n 28\n\f Case 1:25-cv-00889-VM Document 36 Filed 10/23/25 Page 35 of 35\n\n\n\n\n WORD COUNT CERTIFICATION\n\n I hereby certify that the foregoing document complies with the word count limit set forth\n\nin Local Civil Rule 7.1. I relied on the word count of the word-processing system used to prepare\n\nthe document. The total number of words in this document, exclusive of the caption, table of\n\ncontents, table of authorities, and signature block, is 8,708 words.\n\n\n\n /s/_Audra J. Soloway____\n Audra J. Soloway\n\n\n\n\n 29\n\f","ocr_status":2,"date_upload":"2025-11-05T06:40:35.069049-08:00","document_number":"36","attachment_number":null,"pacer_doc_id":"127038436357","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Memorandum of Law in Support of Motion","acms_document_guid":""}],"date_created":"2025-10-23T20:09:55.135259-07:00","date_modified":"2026-05-18T22:21:19.728058-07:00","date_filed":"2025-10-23","time_filed":"21:44:11","entry_number":36,"recap_sequence_number":"2025-10-23.002","pacer_sequence_number":128,"description":"MEMORANDUM OF LAW in Support re: 35 MOTION to Dismiss the Amended Class Action Complaint for Violations of the Federal Securities Laws. . Document filed by Gopi Chande, Vanessa Kanu, Jeffrey Puritt, Michael Ringman, TELUS International (Cda) Inc...(Soloway, Audra) (Entered: 10/23/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/441930183/","id":441930183,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69594105/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/456524655/","id":456524655,"tags":[],"absolute_url":"/docket/69594105/37/sarria-v-telus-international-cda-inc/","date_created":"2025-10-23T20:09:53.716497-07:00","date_modified":"2026-05-18T22:21:19.872048-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"37","attachment_number":null,"pacer_doc_id":"127038436377","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Declaration in Support of Motion","acms_document_guid":""}],"date_created":"2025-10-23T20:09:53.664650-07:00","date_modified":"2026-05-18T22:21:19.848527-07:00","date_filed":"2025-10-23","time_filed":"21:56:37","entry_number":37,"recap_sequence_number":"2025-10-23.003","pacer_sequence_number":131,"description":"DECLARATION of Audra J. Soloway in Support re: 35 MOTION to Dismiss the Amended Class Action Complaint for Violations of the Federal Securities Laws.. Document filed by Gopi Chande, Vanessa Kanu, Jeffrey Puritt, Michael Ringman, TELUS International (Cda) Inc.. (Attachments: # 1 Exhibit 1 - Challenged Statements Chart, # 2 Exhibit 2 - 2021 Form 20-F Excerpts, # 3 Exhibit 3 - 2022 Form 20-F Excerpts, # 4 Exhibit 4 - 2023 Form 20-F Excerpts, # 5 Exhibit 5 - 11/04/2022 Earnings Call Transcript, # 6 Exhibit 6 - 02/09/2023 Earnings Call Transcript, # 7 Exhibit 7 - 02/16/2023 Investor Day Call Transcript, # 8 Exhibit 8 - 02/16/2023 Investor Day Call Presentation, # 9 Exhibit 9 - 03/08/2023 Scotiabank TMT Conference Transcript, # 10 Exhibit 10 - 05/24/2023 Technology and Innovation Conference Transcript, # 11 Exhibit 11 - 07/13/2023 Guidance Update Call Transcript, # 12 Exhibit 12 - 08/04/2023 Earnings Call Transcript, # 13 Exhibit 13 - 08/10/2023 Canaccord Genuity Growth Conference Tran, # 14 Exhibit 14 - 11/03/2023 Earnings Call Transcript, # 15 Exhibit 15 - 11/03/2023 Earnings Call Presentation, # 16 Exhibit 16 - 05/09/2024 Earnings Call Transcript, # 17 Exhibit 17 - 05/21/2024 J.P. Morgan Conference Transcript, # 18 Exhibit 18 - 10/30/2023 Press Release).(Soloway, Audra) (Entered: 10/23/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/437658252/","id":437658252,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69594105/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/452136119/","id":452136119,"tags":[],"absolute_url":"/docket/69594105/34/sarria-v-telus-international-cda-inc/","date_created":"2025-09-12T10:09:41.042604-07:00","date_modified":"2026-05-18T22:21:19.613017-07:00","sha1":"c15f6a426e35a3f2fbb26eae0b21a04a3d8792fa","page_count":1,"file_size":240652,"filepath_local":"recap/gov.uscourts.nysd.636009/gov.uscourts.nysd.636009.34.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.636009/gov.uscourts.nysd.636009.34.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:25-cv-00889-VM Document 34 Filed 09/12/25 Page 1 of 1 Brussels\nPAU L, W EIS S, R I FK IN D, W H A RTON & GA RR ISON L L P Hong Kong\n London\n1285 Avenue of the Americas Los Angeles\n San Francisco\nNew York, NY 10019-6064 Tokyo\n+1 212 373 3000 Toronto\n Washington, DC\n 9/12/25\n Wilmington\n\n September 10, 2025\n By ECF\n Hon. Victor Marrero (via ECF)\n United States District Court\n Southern District of New York\n 500 Pearl Street\n New York, New York 10007-1312\n\n Sarria v. TELUS International (CDA) Inc., et al., No. 1:25-cv-00889 (S.D.N.Y.)\n\n Dear Judge Marrero:\n\n We represent Defendants TELUS International (CDA) Inc. d/b/a TELUS Digital, Jeffrey\n Puritt, Vanessa Kanu, Gopi Chande, and Michael Ringman (collectively, the \u201cDefendants\u201d), and\n write jointly with Lead Plaintiff Mohammed Mohiuddin (together, with Defendants, the \u201cParties\u201d)\n in response to the Court\u2019s September 3, 2025 order, directing the Parties to advise whether they\n request further briefing regarding Defendants\u2019 anticipated motion to dismiss the Amended Class\n Action Complaint, and if so, to submit a proposed briefing schedule. (ECF No. 32). Defendants\n respectfully request full briefing on their motion to dismiss. The Parties have conferred and agree\n to the following briefing schedule:\n\n \u2022 Defendants\u2019 Motion to Dismiss to be filed by October 23, 2025;\n\n \u2022 Plaintiff\u2019s Opposition to be filed by December 10, 2025; and\n\n \u2022 Defendants\u2019 Reply to be filed by January 14, 2026.\n\n The Parties thank the Court for its attention to this matter.\n\n Respectfully,\n\n /s/ Audra J. Soloway\n Audra J. Soloway\n\n cc: All Counsel of Record (via ECF)\n\n\n\nThe Court hereby directs the parties to adhere\nto the above stipulated briefing schedule.\n\n\n\n\n12 September\n2025\n\f","ocr_status":2,"date_upload":"2026-05-12T03:10:53.367243-07:00","document_number":"34","attachment_number":null,"pacer_doc_id":"127038200006","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Memo Endorsement AND ~Util - Set Deadlines","acms_document_guid":""}],"date_created":"2025-09-12T10:09:41.017748-07:00","date_modified":"2026-05-18T22:21:19.586480-07:00","date_filed":"2025-09-12","time_filed":"11:40:43","entry_number":34,"recap_sequence_number":"2025-09-12.001","pacer_sequence_number":121,"description":"MEMO ENDORSEMENT on re: 33 Letter, filed by Gopi Chande, Jeffrey Puritt, Michael Ringman, TELUS International (Cda) Inc., Vanessa Kanu. ENDORSEMENT: Request GRANTED. The Court hereby directs the parties to adhere to the above stipulated briefing schedule. SO ORDERED. (Motions due by 10/23/2025., Replies due by 1/14/2026., Responses due by 12/10/2025) (Signed by Judge Victor Marrero on 9/12/2025) (jca) (Entered: 09/12/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/437378193/","id":437378193,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69594105/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/451850710/","id":451850710,"tags":[],"absolute_url":"/docket/69594105/33/sarria-v-telus-international-cda-inc/","date_created":"2025-09-10T10:21:40.658340-07:00","date_modified":"2026-05-18T22:21:19.554224-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"33","attachment_number":null,"pacer_doc_id":"127038184984","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Letter","acms_document_guid":""}],"date_created":"2025-09-10T10:21:40.551046-07:00","date_modified":"2026-05-18T22:21:19.525147-07:00","date_filed":"2025-09-10","time_filed":"12:02:04","entry_number":33,"recap_sequence_number":"2025-09-10.001","pacer_sequence_number":117,"description":"JOINT LETTER addressed to Judge Victor Marrero from Audra J. Soloway dated September 10, 2025 re: Proposed Briefing Schedule for Defendants' Motion to Dismiss the Amended Class Action Complaint. Document filed by Gopi Chande, Vanessa Kanu, Jeffrey Puritt, Michael Ringman, TELUS International (Cda) Inc...(Soloway, Audra) (Entered: 09/10/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/436621804/","id":436621804,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69594105/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/451073199/","id":451073199,"tags":[],"absolute_url":"/docket/69594105/32/sarria-v-telus-international-cda-inc/","date_created":"2025-09-03T08:12:55.502403-07:00","date_modified":"2026-05-18T22:21:19.481155-07:00","sha1":"6709e30b269f6a93fbc69f2503345dbdc7816400","page_count":2,"file_size":338827,"filepath_local":"recap/gov.uscourts.nysd.636009/gov.uscourts.nysd.636009.32.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.636009/gov.uscourts.nysd.636009.32.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 1:25-cv-00889-VM Document 32 Filed 09/03/25 Page 1 of 2\n\fCase 1:25-cv-00889-VM Document 32 Filed 09/03/25 Page 2 of 2\n\n\n\n If the parties request supplemental or full briefing,\n\nthey shall submit a proposed briefing schedule within one (1)\n\nweek of the date of this Order.\n\nSO ORDERED.\n\nDated: 3 September 2025\n New York, New York\n\f","ocr_status":null,"date_upload":"2025-10-21T02:13:20.362817-07:00","document_number":"32","attachment_number":null,"pacer_doc_id":"127038142004","is_available":true,"is_free_on_pacer":true,"is_sealed":null,"document_type":1,"description":"Order","acms_document_guid":""}],"date_created":"2025-09-03T08:12:55.432153-07:00","date_modified":"2026-05-18T22:21:19.455196-07:00","date_filed":"2025-09-03","time_filed":"11:00:37","entry_number":32,"recap_sequence_number":"2025-09-03.001","pacer_sequence_number":115,"description":"ORDER : The Court is in receipt of the August 29, 2025, letter informing the Court that the parties have completed the pre-motion letter exchange regarding defendants' anticipated motion to dismiss the amended class action complaint and have failed to resolve the issue without resorting to motion practice. (See Dkt. No. 31.) Having reviewed the pre-motion letters, the Court is not persuaded that a pre-motion conference is necessary at this time. Accordingly, the Court directs the parties to advise whether they consent for the Court to deem the pre-motion letters to constitute a fully briefed motion to dismiss and rule on the basis of those letters, or whether the parties request supplemental or full briefing. If the parties request supplemental or full briefing, they shall submit a proposed briefing schedule within one (1) week of the date of this Order. SO ORDERED. (Signed by Judge Victor Marrero on 9/3/2025) (jca) (Entered: 09/03/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/436365584/","id":436365584,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69594105/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/450809204/","id":450809204,"tags":[],"absolute_url":"/docket/69594105/31/sarria-v-telus-international-cda-inc/","date_created":"2025-08-29T16:08:09.919448-07:00","date_modified":"2026-05-18T22:21:19.412838-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"31","attachment_number":null,"pacer_doc_id":"127038129726","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Letter","acms_document_guid":""}],"date_created":"2025-08-29T16:08:09.890838-07:00","date_modified":"2026-05-18T22:21:19.369007-07:00","date_filed":"2025-08-29","time_filed":"17:56:39","entry_number":31,"recap_sequence_number":"2025-08-29.001","pacer_sequence_number":113,"description":"LETTER addressed to Judge Victor Marrero from Audra J. Soloway dated August 29, 2025 re: Defendants Anticipated Motion to Dismiss the Amended Class Action Complaint. Document filed by Gopi Chande, Vanessa Kanu, Jeffrey Puritt, Michael Ringman, TELUS International (Cda) Inc...(Soloway, Audra) (Entered: 08/29/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/434752411/","id":434752411,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69594105/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/449148418/","id":449148418,"tags":[],"absolute_url":"/docket/69594105/30/sarria-v-telus-international-cda-inc/","date_created":"2025-08-14T14:09:40.363678-07:00","date_modified":"2026-05-18T22:21:19.331858-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"30","attachment_number":null,"pacer_doc_id":"127038043529","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Letter","acms_document_guid":""}],"date_created":"2025-08-14T14:09:40.341672-07:00","date_modified":"2026-05-18T22:21:19.304560-07:00","date_filed":"2025-08-14","time_filed":"16:52:44","entry_number":30,"recap_sequence_number":"2025-08-14.001","pacer_sequence_number":111,"description":"LETTER addressed to Judge Victor Marrero from Shannon L. Hopkins dated August 14, 2025 re: Anticipated Opposition to Motion to Dismiss the Amended Class Action Complaint. Document filed by Mohammed Mohiuddin..(Hopkins, Shannon) (Entered: 08/14/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/433216940/","id":433216940,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69594105/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/447562872/","id":447562872,"tags":[],"absolute_url":"/docket/69594105/29/sarria-v-telus-international-cda-inc/","date_created":"2025-07-30T16:06:47.039265-07:00","date_modified":"2026-05-18T22:21:19.270675-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"29","attachment_number":null,"pacer_doc_id":"127037957212","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Letter","acms_document_guid":""}],"date_created":"2025-07-30T16:06:47.024900-07:00","date_modified":"2026-05-18T22:21:19.244614-07:00","date_filed":"2025-07-30","time_filed":"18:17:10","entry_number":29,"recap_sequence_number":"2025-07-30.001","pacer_sequence_number":109,"description":"LETTER addressed to Judge Victor Marrero from Audra J. Soloway dated July 30, 2025 re: Anticipated Motion to Dismiss the Amended Class Action Complaint. Document filed by Gopi Chande, Vanessa Kanu, Jeffrey Puritt, Michael Ringman, TELUS International (Cda) Inc.. (Attachments: # 1 Exhibit 1 - Excerpts from February 16, 2023 Investor Day Transcript, # 2 Exhibit 2 - Excerpts from February 9, 2023 Earnings Call Transcript, # 3 Exhibit 3 - Excerpts from May 9, 2024 Earnings Call Transcript, # 4 Exhibit 4 - Excerpts from Fiscal Year 2021 Form 20-F, # 5 Exhibit 5 - Excerpts from Fiscal Year 2022 Form 20-F, # 6 Exhibit 6 - August 2, 2024 Earnings Call Transcript).(Soloway, Audra) (Entered: 07/30/2025)","tags":[]}],"entries_total":"https://www.courtlistener.com/api/rest/v4/docket-entries/?count=on&docket=69594105&page_size=40"}