Rogers Communications
Annual Report 2021

Plain-text annual report

Rogers 2021 Annual Report Rogers Communications Inc. Rogers_2021_AnnualReport-digital_EN-8-print.indd 1 2022-03-01 4:06 PM About the Company Our Purpose To connect Canadians to what matters most in their lives. 08 Executive Leadership Team 04 A Message from Tony 10 2021 Financial Report 06 A Message from Edward 146 Corporate and shareholder information 03 About Rogers 09 Directors 2 Rogers_2021_AnnualReport-digital_EN-8-print.indd 2 2022-03-01 4:06 PM ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT About Rogers We are a team of proud Canadians dedicated to delivering world-class networks, communications services, and entertainment to millions of customers across Canada. Our founder, Ted Rogers, believed in the power of communication to enrich, entertain, and embolden Canadians. He followed in his father’s footsteps, and at the age of 27, purchased his first radio station, CHFI. From our modest beginnings, Rogers has grown to become a leading Canadian technology and media company, providing world- class services in wireless, cable, sports, and media to Canadians and Canadian businesses on our award- winning networks. Rogers_2021_AnnualReport-digital_EN-8-print.indd 3 3 2022-03-01 4:06 PM ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT A Message from Tony My fellow shareholders, It is a privilege and an honour to serve you, our Board and Rogers in my new role with this company. This year will be one of the most significant and exciting for our business since it was founded by Ted Rogers more than 60 years ago. As a company, we continue to have the best wireless, cable and media assets in the industry. And this year, we will come together with Shaw to create a truly national network operator that will offer Canadians more choice in more places, and allow us to compete more effectively in the Canadian marketplace. Our entrepreneurial roots have always encouraged us to make bold investments in our business and in this country, and we are continuing that legacy. Importantly, the country and our businesses are now emerging from the significant impacts of the COVID- 19 pandemic. These last two years have been difficult for many, but the start of the recovery is positive and encouraging for all Canadians. All around us we see signs of economic growth that provide a meaningful and encouraging backdrop for our own growth aspirations. Our priorities will be centred on creating meaningful long-term growth in shareholder value. To achieve this, our strategy will be focused on continuing investments to ensure network leadership combined with leading customer service. We know we have work to do in these areas in the near term, and our priorities are clear. Network leadership We are proud of our leading network position and in 2022 we will increase investments in our award- winning networks that are critical to our long-term growth and success. We were the first to bring 5G connectivity to Canadians and today, our 5G network is the largest and most reliable in the country. We will continue to enhance and expand our 5G network, utilizing our spectrum licences to the fullest, including our recently acquired national 3500 MHz spectrum licences, critical to 5G advancements that will introduce a new generation of 5G innovation and services. Our investments in our cable business will also ramp up this year as we continue to collaborate with CableLabs to bring the 10G initiative to life, with DOCSIS 4.0 technology coming to market soon. Combined with our Ignite customer interface platform, we will continue to deliver industry-leading value propositions to Canadians across our entire cable footprint. Furthermore, we appreciate the role we play in expanding our network to all Canadians and bridging the digital divide. Too many homes and businesses today are without adequate Internet. Our Shaw transaction will be an important enabler for this agenda, allowing us to reach more Canadians through our wireless and cable networks. But in addition to this transaction, we are increasing our investments in expanding fibre and fixed wireless access to cover more homes across the nation, and in particular those in rural and isolated communities. 4 Rogers_2021_AnnualReport-digital_EN-8-print.indd 4 2022-03-01 4:06 PM ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT Improve customer experience and execution across our business To win in the marketplace, we know our leading assets alone won’t be enough. We can and will deliver better customer service and improve our execution throughout our business. On this front, we are already investing in more resources to serve our customers in the manner they choose, including more call centre representatives and improving the experience for customers browsing and transacting online. Our vision continues to be having the largest and most reliable networks, combined with meaningful value propositions for our customers, delivered as easily and as simply as possible. Our capital allocations will be focused on realizing this vision with meaningful improvements as early as this year. A talented and committed team Underpinning our success will be our 23,000 talented, entrepreneurial, and motivated employees across Canada. Despite the ongoing challenges of the pandemic, I have admired our team’s commitment to our customers and our communities. As we move to capitalize on the opportunities ahead of us, I know we are all excited about evolving our performance-based culture – taking the best of our talents and putting them together to create tangible and meaningful outcomes for our customers. Importantly, I am proud of our strong new leadership team – collectively they bring deep industry and company experience, and a proven ability to drive operational improvements and results. Rogers and Shaw The combination of Rogers and Shaw builds on the strong legacy of two family-founded Canadian companies. The combined company will have the scale, assets, and capabilities needed to make the levels of investment that Canada's digital infrastructure needs, create jobs across Canada, offer greater choice and competition, build on our shared legacy of giving back to communities, and help Canada lead in the global digital economy. investing more in 5G and cable networks throughout our nation, including funds dedicated to connecting rural, remote and Indigenous communities across Western Canada. As wireless and cable networks converge to provide more efficiency and better access and value for all Canadians, the merits of the transaction are compelling and clear. Teams from Rogers and Shaw have been working constructively with regulators to ensure they have the information they need to assess the significant benefits the combined company will bring to Canadians and the Canadian economy. We are also progressing our integration plans to make sure we hit the ground running following the close of the transaction, to the extent permitted by our regulatory process. Finally, we continue to meaningfully strengthen our balance sheet so that we are prepared for the closing of the transaction and the significant investments we will continue to make in our business. As we come together with Shaw, renew our focus on execution, and build on the momentum across our businesses, I am confident that we will drive sustainable growth and increase value for our shareholders. In closing, while we ended 2021 with improving execution, increasing momentum, and solid fundamentals, we know we need to perform better for our customers and our shareholders. I am confident that through our resetting of priorities for 2022, together with increased investments in our networks, enhancements to our customer experience, improvements in our execution, and the realization of meaningful cost efficiencies across our businesses, we will be well positioned to translate our revenue growth into increased profitability and more value for our shareholders. This is reflected in our 2022 guidance for stronger growth across all our businesses. I would like to thank our employees, customers, and you, our shareholders, for your continued support. You can count on all of us here at Rogers to make you proud of our next phase of evolution and growth. Simply put, Rogers and Shaw can do more together than each company can do on its own. This includes Tony Staffieri President and Chief Executive Officer Rogers_2021_AnnualReport-digital_EN-8-print.indd 5 2022-03-01 4:06 PM ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT 5 A Message from Edward My fellow shareholders, At Rogers we are proud to be continuing the legacy my father began more than 60 years ago. Rogers is committed to ensuring the best for our customers, our employees, all Canadians, and all our shareholders. From the start, building this company has been about making the long-term investments in the assets our business needs and bringing them to life for Canadians. Throughout our history, from our very first radio station, to the first mobile phone call in 1985, to the latest in wireless 5G and cable DOCSIS 4.0 technology, the importance of our role in connecting Canadians together has never been clearer. The coming together of Rogers and Shaw this year is another bold step that will give us the scale and capabilities to accelerate much-needed investment in our networks across Western Canada, increase choice for consumers and businesses, and bridge the digital divide between rural and urban communities. We believe passionately that Rogers and Shaw together, two storied entrepreneurial Canadian companies with the same vision, will contribute to a stronger future for Canada. There is fulsome stakeholder value associated with this transaction, and we have made extensive and meaningful commitments to ensure this transaction benefits Canadians. Making progress, striving for better As a board, our focus is on the long-term success of our business, enabled by the right investments and decisions to drive both future growth, and strong results over the short and medium term. That is why we took important strategic steps in 2021 designed to capture the significant and exciting opportunities ahead for Rogers. In addition to announcing our agreement with Shaw, we made changes to our Board and management team to ensure we are well placed to improve the overall performance of our business and deliver the full benefits of the transaction. I have full confidence in our Board of Directors, our new CEO, our management team, our 23,000 talented employees and the durable foundation we are building for the future together. With our renewed focus on performance and execution, our results are showing encouraging signs of improvement and momentum continues to build across our businesses. As we look ahead, our prospects are strong, and our future is bright. We are committed to completing the transformational transaction with Shaw, driving growth across our lines of business, making the right long-term investments in our networks and customer experience, and generating strong returns for shareholders. 6 Rogers_2021_AnnualReport-digital_EN-8-print.indd 6 2022-03-01 4:06 PM ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT Investing for the future When we invest in our networks, we are investing in the long-term future of our company and our country. We remain committed to maintaining our network leadership position and offering consumers and businesses access to world-class wireless and cable networks. Over two years ago, Rogers was the first Canadian carrier to launch 5G, and today we have the largest and most reliable 5G network in Canada. In our cable business, working with CableLabs, our 10G initiative will allow us to launch DOCSIS 4.0, delivering the best experiences for our customers, wherever they live, work, learn and play. We are continually innovating to ensure our assets, products, and services are amongst the best in the world. And our investment history supports that commitment. Our investment strategy for this year also prioritizes expanding our reach to underserved communities and regions. We invested more than any other competitor in 3500 MHz spectrum licences across Canada, which will bring forward a new generation of 5G applications and services. The enhancement and expansion of our 5G and cable networks will enable us to advance our plans to bridge the digital divide between rural and urban areas. While there is much more to do, I am proud of our efforts so far, and we will continue to partner with governments and communities at every level in this vital work. Supporting our communities In 2021, our commitment to the communities we serve was unwavering. We expanded eligibility for Connected for Success, enabling more than 750,000 Canadians to access this low-cost, high-speed Internet program to connect to government services, learning, employment, and loved ones. Furthermore, as part of our efforts focused on giving the next generation the chance to get ahead, we helped hundreds of young people realize the opportunity for post-secondary studies with Ted Rogers Scholarships. We also awarded almost one hundred Ted Rogers Community Grants across Canada to support organizations making a difference in the lives of thousands of young Canadians. Looking Ahead From our new CEO and management team to our strong focus on performance and execution, and a historic opportunity to unite with Shaw, we have put in place the building blocks which we expect will deliver sustainable growth over the long term and to generate better returns for our shareholders. I would like to thank our Board, our management team, and our employees for their commitment and hard work that made the above possible. Finally, I also want to thank our shareholders for your ongoing support. Edward S. Rogers Chair of the Board Rogers Communications Inc. ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT 7 Rogers_2021_AnnualReport-digital_EN-8-print.indd 7 2022-03-01 4:06 PM Executive Leadership Team As at March 3, 2022 1. Tony Staffieri President and Chief Executive Officer 2. Glenn A. Brandt Chief Financial Officer 3. Robert Dépatie President and Chief Operating Officer, Home & Business Division 4. Lisa L. Durocher Executive Vice President, Financial and Emerging Services 5. Jorge Fernandes Chief Technology and Information Officer 6. Phil J. Hartling President, Wireless 7. Bret D. Leech Chief Human Resources Officer 8. Colette S. Watson President, Rogers Sports & Media 9. Mahes S. Wickramasinghe Chief Administrative Officer 10. Ted Woodhead Chief Regulatory Officer and Government Affairs 11. Marisa L. Wyse Chief Legal Officer and Corporate Secretary 8 ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT Rogers_2021_AnnualReport-digital_EN-8-print.indd 8 2022-03-01 4:06 PM Directors As at March 3, 2022 1. Edward S. Rogers Chair of the Board Chair of the Finance, Nominating, and Executive Committees 2. Jack L. Cockwell, C.M. 3. Michael J. Cooper 4. Ivan Fecan Chair of the Human Resources Committee 5. Robert J. Gemmell Lead Director Chair of the Corporate Governance and Audit and Risk Committees 6. Alan D. Horn, CPA, CA Chair of the Pension Committee 7. Jan L. Innes 8. John (Jake) C. Kerr C.M., O.B.C. 9. Philip B. Lind, C.M. Vice Chair 10. Loretta A. Rogers 11. Martha L. Rogers Chair of the ESG Committee 12. Melinda M. Rogers-Hixon Deputy Chair 13. Tony Staffieri President and Chief Executive Officer Rogers_2021_AnnualReport-digital_EN-8-print.indd 9 2022-03-01 4:06 PM ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT 9 MANAGEMENT’S DISCUSSION AND ANALYSIS 2021 Financial Report 11 MANAGEMENT’S DISCUSSION AND ANALYSIS 44 Managing our Liquidity and Financial Resources 44 Sources and Uses of Cash 47 Financial Condition 49 Financial Risk Management 52 Dividends and Share Information 54 Commitments and Contractual Obligations 54 Off-Balance Sheet Arrangements 55 Environmental, Social, and Governance (ESG) 55 Environmental and Social 57 Governance at Rogers 59 Income Tax and Other Government Payments 60 Risk Management 60 Risks and Uncertainties Affecting our Business 69 Controls and Procedures 70 Regulation in our Industry 72 Wireless 74 Cable 77 Other Information 77 Accounting Policies 81 Key Performance Indicators 83 Non-GAAP and Other Financial Measures 85 Summary of Financial Results of Long-Term Debt Guarantor 86 Five-Year Summary of Consolidated Financial Results 13 Executive Summary 13 About Rogers 13 2021 Highlights 15 Financial Highlights 16 Shaw Transaction 17 Understanding Our Business 17 Products and Services 18 Competition 20 Industry Trends 22 Our Strategy, Key Performance Drivers, and Strategic Highlights 22 2021 Objectives 22 Key Performance Drivers and 2021 Strategic Highlights 24 2022 Focus Areas 24 Financial and Operating Guidance 26 Capability to Deliver Results 26 Leading Networks 28 Customer Experience 29 Powerful Brands 29 Widespread Product Distribution 29 First-Class Media Content 29 Engaged People 29 Financial Strength and Flexibility 30 Widespread Shareholder Base and Dividends 31 2021 Financial Results 31 Summary of Consolidated Results 32 Key Changes in Financial Results Year Over Year 33 Wireless 34 Cable 35 Media 36 Capital Expenditures 37 Review of Consolidated Performance 40 Quarterly Results 43 Overview of Financial Position 10 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT Management’s Discussion and Analysis This Management’s Discussion and Analysis (MD&A) contains important information about our business and our performance for the year ended December 31, 2021. This MD&A should be read in conjunction with our 2021 Audited Consolidated Financial Statements, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). All dollar amounts are in Canadian dollars unless otherwise stated. All percentage changes are calculated using the rounded numbers as they appear in the tables. This MD&A is current as at March 3, 2022 and was approved by RCI’s Board of Directors (the Board). This MD&A includes forward-looking statements and assumptions. See “About Forward-Looking Information” for more information. We, us, our, Rogers, Rogers Communications, and the Company refer to Rogers Communications Inc. and its subsidiaries. RCI refers to the legal entity Rogers Communications Inc., not including its subsidiaries. Rogers also holds interests in various investments and ventures. We are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI). Effective January 1, 2022, we will be changing the way in which we report certain subscriber metrics in both our Wireless and Cable segments. Commencing in the first quarter of 2022, we will begin presenting postpaid mobile phone subscribers, prepaid mobile phone subscribers, and mobile phone ARPU in our Wireless segment. We will also no longer report blended average billings per unit (ABPU). In Cable, we will begin presenting retail Internet subscribers among other product metrics. These changes are a result of shifts in the ways in which we manage our business, including the significant adoption of our wireless device financing program, and to better align with industry practices. See “Key Performance Indicators” for more information. In this MD&A, first quarter refers to the three months ended March 31, 2021, second quarter refers to the three months ended June 30, 2021, third quarter refers to the three months ended September 30, 2021, fourth quarter refers to the three months ended December 31, 2021, this year refers to the twelve months ended December 31, 2021, and last year refers to the twelve months ended December 31, 2020. All results commentary is compared to the equivalent periods in 2020 or as at December 31, 2020, as applicable, unless otherwise indicated. related marks are ™Rogers and trademarks of Rogers Communications Inc. or an affiliate, used under licence. All other brand names, logos, and marks are trademarks and/or copyright of their respective owners. ©2022 Rogers Communications ABOUT FORWARD-LOOKING INFORMATION This MD&A includes “forward-looking information” and “forward­ looking statements” within the meaning of applicable securities laws (collectively, “forward-looking information”), and assumptions about, among other things, our business, operations, and financial performance and condition approved by our management on the date of this MD&A. This forward-looking information and these assumptions include, but are not limited to, statements about our M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S objectives and strategies to achieve those objectives, and about our beliefs, plans, expectations, anticipations, estimates, or intentions. Forward-looking information: • typically includes words like could, expect, may, anticipate, assume, believe, likely, intend, estimate, plan, project, predict, potential, guidance, outlook, target, and similar expressions, although not all forward-looking information includes them; • includes conclusions, forecasts, and projections that are based on our current objectives and strategies and on estimates, expectations, assumptions, and other factors, that we believe to have been reasonable at the time they were applied but may prove to be incorrect; and • was approved by our management on the date of this MD&A. Our forward-looking information includes conclusions, forecasts, and projections related to the following items, among others: • revenue; • total service revenue; • adjusted EBITDA; • capital expenditures; • cash income tax payments; • free cash flow; • dividend payments; • the growth of new products and services; • expected growth in subscribers and the services to which they subscribe; • the cost of acquiring and retaining subscribers and deployment of new services; • continued cost reductions and efficiency improvements; • our debt leverage ratio; • statements relating to plans we have implemented in response to the COVID-19 pandemic (COVID-19) and its impact on us; • the expected timing and completion of acquisition of Shaw Communications Inc. (Shaw) (Transaction); • the benefits expected to result from the Transaction, including corporate, operational, scale, and other synergies, and their anticipated timing; and the proposed • all other statements that are not historical facts. included in this MD&A information Specific forward-looking includes, but is not limited to, information and statements under “Financial and Operating Guidance” relating to our 2022 consolidated guidance on total service revenue, adjusted EBITDA, capital expenditures, and free cash flow. All other statements that are not historical facts are forward-looking information. We base our conclusions, forecasts, and projections (including the aforementioned guidance) on a number of estimates, expectations, assumptions, and other factors, including, among others: • general economic and industry growth rates; • currency exchange rates and interest rates; • product pricing levels and competitive intensity; • subscriber growth; • pricing, usage, and churn rates; • changes in government regulation; 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 11 intentions. Many of These risks, uncertainties, and other factors can also affect our these risks, objectives, strategies, and uncertainties, and other factors are beyond our control or our current expectations or knowledge. Should one or more of these risks, uncertainties, or other factors materialize, our objectives, factors or strategies, or assumptions underlying the forward-looking information prove incorrect, our actual results and our plans could vary significantly from what we currently foresee. intentions change, or any other investors to exercise caution when Accordingly, we warn considering statements containing forward-looking information and caution them that it would be unreasonable to rely on such statements as creating legal rights regarding our future results or plans. We are under no obligation (and we expressly disclaim any such obligation) to update or alter any statements containing forward-looking factors or assumptions underlying them, whether as a result of new information, future events, or otherwise, except as required by law. All of the forward- looking information in this MD&A is qualified by the cautionary statements herein. information or the BEFORE MAKING AN INVESTMENT DECISION Before making any investment decisions and for a detailed discussion of the risks, uncertainties, and environment associated with our business, its operations, and its financial performance and condition, in this MD&A entitled “Regulation in our Industry” and “Environmental, Social, and Governance (ESG)”, as well as our various other filings with Canadian and US securities regulators, which can be found at sedar.com and sec.gov, respectively. fully review the sections FOR MORE INFORMATION You can find more information about us, including our Annual Information Form, on our website (investors.rogers.com), on SEDAR (sedar.com), and on EDGAR (sec.gov), or you can e-mail us at investor.relations@rci.rogers.com. Information on or connected to these and any other websites referenced in this document does not constitute part of this MD&A. You can also find information about our governance practices, reporting, a glossary of corporate social industry terms, and additional communications and media information about our business at investors.rogers.com. responsibility MANAGEMENT’S DISCUSSION AND ANALYSIS • technology and network deployment; • availability of devices; • timing of new product launches; • content and equipment costs; • the integration of acquisitions; • industry structure and stability; and • the impact of COVID-19 on our operations, liquidity, financial condition, or results. Except as otherwise indicated, this MD&A and our forward-looking information do not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetization events, mergers, acquisitions, other business combinations, or other transactions that may be considered or announced or may occur after the date on which the statement containing the forward- looking information is made. RISKS AND UNCERTAINTIES Actual events and results can be substantially different from what is expressed or implied by forward-looking information as a result of risks, uncertainties, and other factors, many of which are beyond our control, including, but not limited to: • regulatory changes; • technological changes; • economic, geopolitical, and other conditions affecting commercial activity; • unanticipated changes in content or equipment costs; • changing conditions in the entertainment, information, and/or communications industries; • sports-related work stoppages or cancellations and labour disputes; • the integration of acquisitions; • litigation and tax matters; • the level of competitive intensity; • the emergence of new opportunities; • external threats, such as epidemics, pandemics, and other public health crises, natural disasters, the effects of climate change, or cyberattacks, among others; • risks related to the Transaction, including the timing, receipt, and conditions related to the applicable approvals and expiry of certain waiting periods under the Broadcasting Act (Canada), the Competition Act (Canada), and the Radiocommunication Act (Canada) (collectively, Key Regulatory Approvals); satisfaction of the various conditions to close the Transaction; financing the Transaction; and the anticipated benefits and successful integration of the businesses and operations of Rogers and Shaw; and the other risks outlined in “Risks and Uncertainties Affecting our Business – Shaw Transaction” in this MD&A; and • new interpretations and new accounting standards from accounting standards bodies. 12 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT Executive Summary ABOUT ROGERS Rogers is a leading Canadian technology and media company that provides world-class communications services and entertainment to consumers and businesses on our award-winning networks. Our founder, Ted Rogers, purchased his first radio station, CHFI, in 1960. Today we are dedicated to providing industry-leading wireless, cable, sports, and media to millions of customers across Canada. Our shares are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI). 2021 HIGHLIGHTS KEY FINANCIAL INFORMATION (In millions of dollars, except margins and per share amounts) Consolidated Total revenue Total service revenue 1 Adjusted EBITDA 2 Adjusted EBITDA margin 2 Net income Adjusted net income 2 Basic earnings per share Adjusted basic earnings per share 2 Capital expenditures 3 Cash provided by operating activities Free cash flow 2 Wireless Service revenue Revenue Adjusted EBITDA Adjusted EBITDA service margin 4 Adjusted EBITDA margin 5 Cable Revenue Adjusted EBITDA Adjusted EBITDA margin Media Revenue Adjusted EBITDA Adjusted EBITDA margin Almost all of our operations and sales are in Canada. We have a highly skilled and diversified workforce of approximately 23,000 employees. Our head office is in Toronto, Ontario and we have numerous offices across Canada. We report our results of operations in three reportable segments. See “Understanding Our Business” for more information. M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S Years ended December 31 2021 2020 % Chg 14,655 12,533 5,887 40.2% 13,916 11,955 5,857 42.1% 5 5 1 (1.9 pts) 1,558 1,803 1,592 1,725 $ 3.09 $ 3.15 $ 3.57 $ 3.42 2,788 4,161 1,671 2,312 4,321 2,366 (2) 5 (2) 4 21 (4) (29) 6,666 8,768 4,214 63.2% 48.1% 6,579 8,530 4,067 61.8% 47.7% 1 3 4 1.4 pts 0.4 pts 4,072 2,013 49.4% 3,946 1,935 49.0% 3 4 0.4 pts 1,975 (127) (6.4)% 1,606 51 3.2% 23 n/m (9.6 pts) n/m – not meaningful 1 As defined. See “Key Performance Indicators”. 2 Adjusted EBITDA is a total of segments measure. Adjusted EBITDA margin is a supplementary financial measure. Adjusted basic earnings per share is a non-GAAP ratio. Adjusted net income is a non-GAAP financial measure and is a component of adjusted basic earnings per share. Free cash flow is a capital management measure. These are not standardized financial measures under IFRS and might not be comparable to similar financial measures disclosed by other companies. See “Non-GAAP and Other Financial Measures” for more information about these measures. 3 Includes additions to property, plant and equipment net of proceeds on disposition, but does not include expenditures for spectrum licences or additions to right-of-use assets. 4 Calculated using Wireless service revenue. 5 Calculated using Wireless total revenue. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 13 MANAGEMENT’S DISCUSSION AND ANALYSIS KEY PERFORMANCE INDICATORS Subscriber results (in thousands) 1 Wireless postpaid net additions Wireless prepaid net losses Wireless subscribers Internet net additions Internet subscribers 2 Ignite TV net additions Total Ignite TV subscribers Customer relationships net additions Total customer relationships 2 Additional Wireless metrics 1 Postpaid churn (monthly) Blended ARPU (monthly) 1,3 Additional Cable metrics 1 ARPA (monthly) 1,3 Penetration Ratios Capital intensity 1,3 Dividend payout ratio of net income 1,3 Dividend payout ratio of free cash flow 1,3 Return on assets 1,3 Debt leverage ratio 4 Employee-related information Total active employees As at or years ended December 31 2021 2020 Chg 448 (94) 11,297 245 (142) 10,943 49 2,665 57 2,598 244 788 218 544 31 2,581 12 2,530 203 48 354 (8) 67 26 244 19 51 0.95% 1.00% $ 50.26 $ 50.75 (0.05 pts) 0.49) ($ $132.58 $130.70 55.3% 54.9% $ 1.88 (0.4 pts) 19.0% 64.8% 60.4% 3.7% 3.4 16.6% 63.4% 42.7% 4.1% 3.0 2.4 pts 1.4 pts 17.7 pts (0.4 pts) 0.4 23,000 24,000 (1,000) 1 As defined. See “Key Performance Indicators”. 2 On September 1, 2021, we acquired approximately 18,000 Internet subscribers and 20,000 customer relationships as a result of our acquisition of Seaside Communications, which are not included in net additions, but do appear in the ending total balance for December 31, 2021. 3 Blended ARPU, ARPA, capital intensity, dividend payout ratio of net income, dividend payout ratio of free cash flow, and return on assets are supplementary financial measures. See “Non-GAAP and Other Financial Measures” for an explanation as to the composition of these measures. 4 Debt leverage ratio is a capital management measure. As a result of our issuance of subordinated notes in December 2021 (see “Managing our Liquidity and Financial Resources”), we have amended our definition of this measure. See “Non-GAAP and Other Financial Measures” and “Financial Condition” for more information about this measure. 14 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT FINANCIAL HIGHLIGHTS Our stable financial position throughout this year enabled us to prioritize the actions we needed to take as a result of COVID-19, continue to make high priority investments in our network, and ensure customers stayed connected during this critical time. REVENUE Revenue increased by 5% this year, driven by a 1% increase in Wireless service revenue, a 3% increase in Cable revenue, and a 23% increase in Media revenue. Wireless service revenue increased by 1% this year, largely as a result of a larger postpaid subscriber base and higher roaming restrictions were revenue, as COVID-19-related global generally less strict than in 2020, partially offset by lower overage revenue. Wireless equipment revenue increased by 8% as a result of higher device upgrades by existing customers and a shift in the product mix towards higher-value devices, partially offset by fewer of our new subscribers purchasing devices. travel Cable revenue increased by 3% this year as a result of the movement of Internet customers to higher speed and usage tiers, the increases in our Internet and Ignite TV subscriber bases, and Internet service pricing disciplined promotional activity and changes in late 2020, partially offset by declines in our legacy television and home phone subscriber bases. Media revenue increased by 23% this year, primarily as a result of the postponement of the start of the 2020-2021 NHL and NBA seasons, shifting revenue to 2021, and higher Toronto Blue Jays™ attendance-related revenue as COVID-19 restrictions eased and fan attendance was permitted. ADJUSTED EBITDA Adjusted EBITDA increased 1% this year, primarily due to 4% increases in Wireless and Cable adjusted EBITDA, partially offset by the decrease in Media adjusted EBITDA, with a consolidated adjusted EBITDA margin of 40%. Wireless adjusted EBITDA increased 4% this year, as a result of the flow-through impact of the aforementioned increases in revenue and lower bad debt expense. Although a decrease from 2020, the ongoing long-term shift to customers financing their device purchases in our in the general equipment margin. improvement is reflected Cable adjusted EBITDA increased 4% this year, primarily as a result of higher revenue, as discussed above. M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S Media adjusted EBITDA decreased by $178 million this year, primarily due to higher programming and production costs as a result of the postponement of the start of the 2020-2021 NHL and NBA seasons, higher general operating costs as a result of the resumption of sports and increased activities as COVID-19 restrictions eased, and higher Toronto Blue Jays player payroll and game day costs, partially offset by higher revenue as discussed above. NET INCOME AND ADJUSTED NET INCOME Adjusted net income increased 5% this year, primarily as a result of the increase in adjusted EBITDA and lower finance costs. Net income decreased 2%, and was also affected by higher restructuring, acquisition and other costs attributable to the Transaction. See “Review of Consolidated Performance” for more information. CASH FLOW AND AVAILABLE LIQUIDITY We returned substantial cash to shareholders this year through the payment of $1.01 billion in dividends. In addition, we declared a $0.50 per share dividend on January 26, 2022. Our cash provided by operating activities decreased by 4% this year, primarily affected by higher income taxes paid and higher restructuring, acquisition and other costs paid associated with the Transaction. Although free cash flow decreased 29% this year, we continued to generate substantial free cash flow of $1,671 million. The decrease was primarily as a result of higher capital expenditures to support increased network investments and higher cash income taxes due to our transition to a device financing business model. Our debt leverage ratio was 3.4 as at December 31, 2021, up from 3.0 as at December 31, 2020, driven by higher adjusted net debt, primarily due to an increase in our short-term borrowings from our non-revolving credit facilities used to pay for 3500 MHz spectrum licences and the issuance of $2 billion of subordinated notes in December 2021. Our overall weighted average cost of borrowings was 3.95% as at December 31, 2021 (2020 – 4.09%) and our overall weighted average term to maturity on our debt was 11.6 years as at December 31, 2021 (2020 – 12.8 years). We ended the year with approximately $4.2 billion of available liquidity1 (2020 – $5.7 billion), including $3.1 billion (2020 – $2.6 billion) available under our bank and letter of credit facilities, $0.4 billion (2020 – $0.6 billion) available under our $1.2 billion receivables securitization program, and $0.7 billion (2020 – $2.5 billion) in cash and cash equivalents. 1 Available liquidity is a capital management measure. See “Non-GAAP and Other Financial Measures” for more information about this measure. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 15 MANAGEMENT’S DISCUSSION AND ANALYSIS Shaw Transaction On March 15, 2021, we announced an agreement with Shaw to acquire all of Shaw’s issued and outstanding Class A Participating Shares and Class B Non-Voting Participating Shares (collectively, Shaw Shares) for a price of $40.50 per share. The Shaw Family Living Trust, the controlling shareholder of Shaw, and certain members of the Shaw family and certain related persons (Shaw Family Shareholders) will in cash and receive (ii) 0.417206775 Class B Non-Voting Shares of Rogers per Shaw Share held by the Shaw Family Shareholders. The Transaction is valued at approximately $26 billion, including the assumption of approximately $6 billion of Shaw debt. (i) $16.20 The Transaction will be implemented through a court-approved plan of arrangement under the Business Corporations Act (Alberta). On May 20, 2021, Shaw shareholders voted to approve the Transaction at a special shareholders meeting. The Court of Queen’s Bench of Alberta issued a final order approving the Transaction on May 25, 2021. The Transaction is subject to other customary closing conditions, including receipt of Key Regulatory Approvals. Subject to receipt of all required approvals and satisfaction of other conditions prior to closing, the Transaction is expected to close in the first half of 2022. Rogers has extended the outside date for closing the Transaction from March 15, 2022 to June 13, 2022 in accordance with the terms of the arrangement agreement. The combined entity will build on the strong legacy of two family- founded Canadian companies. It will have the scale, assets, and capabilities needed to deliver unprecedented wireline and wireless broadband and network investments, innovation, and growth in new telecommunications services, and greater choice for Canadian consumers and businesses. The combination will also accelerate the delivery of critical 5G service across Western Canada, from rural areas to dense cities, more quickly than either company could achieve on its own, by bringing together the expertise and assets of both companies. In connection with the Transaction, we entered into a binding commitment letter for a committed credit facility with a syndicate of banks in an original amount up to $19 billion. During the year, we entered into a $6 billion non-revolving credit facility (Shaw term loan facility), which served to reduce the amount available under the committed credit facility to $13 billion. See “Managing our Liquidity and Financial Resources” for more information on the committed credit facility and the Shaw term loan facility. We also expect that RCI will either assume Shaw’s senior notes or provide a guarantee of Shaw’s payment obligations under those senior notes upon closing the Transaction and, in either case, Rogers Communications Canada Inc. (RCCI) will guarantee Shaw’s payment obligations under those senior notes. In connection with our application for Canadian Radio-Television and Telecommunications Commission (CRTC) approval to acquire Shaw’s licensed broadcasting assets, the CRTC held an oral hearing from November 22 to 26, 2021, during which Rogers, Shaw, and 31 intervenors (including Canada Public Affairs Channel Inc. (CPAC) as an interested party) had an opportunity to comment on from the CRTC regarding the and respond to questions application. Final written submissions from intervenors were accepted until December 13, 2021, and Rogers and CPAC submitted final replies on December 20, 2021. In accordance with the terms of the arrangement agreement, Rogers and Shaw filed pre-merger notifications pursuant to Part IX of the Competition Act to trigger the Competition Bureau’s review of the Transaction. Rogers and Shaw have worked cooperatively and constructively to respond to further requests for information, as required under the arrangement agreement. On September 28, 2021, the Competition Bureau issued a public request for information to help further gather and assess facts about the Transaction. The Competition Bureau invited interested parties to share information or experiences confidentially by October 29, 2021. The Federal Court also issued orders requiring Xplornet Communications Inc., BCE Inc., TELUS Corporation, and Quebecor Inc. to produce records and written information related to mobile wireless services that are relevant to the Competition Bureau’s review of the Transaction, which is ongoing. their In accordance with the conditions of Shaw’s spectrum licences, Rogers and Shaw filed joint applications with Innovation, Science and Economic Development Canada (ISED Canada) for approval of the indirect transfer of those spectrum licences by the Minister of Innovation, Science and Industry. ISED Canada’s review is ongoing. The Transaction is subject to a number of additional risks. For more information, see “Risks and Uncertainties Affecting our Business – Shaw Transaction”. 16 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S Understanding Our Business Rogers is a leading Canadian technology and media company. • wireless home phone; • advanced wireless solutions for businesses, including wireless THREE REPORTABLE SEGMENTS We report our results of operations in three reportable segments. Each segment and the nature of its business are as follows: private network services; • bridging landline phones with wireless phones; and • machine-to-machine solutions and Internet of Things (IoT) Segment Principal activities Wireless Wireless telecommunications operations for Canadian consumers and businesses. Cable Media Cable telecommunications operations, including Internet, television, telephony (phone), and smart home monitoring services for Canadian consumers and businesses, and network connectivity through our fibre network and data centre assets to support a range of voice, data, networking, hosting, and cloud-based services for the business, public sector, and carrier wholesale markets. A diversified portfolio of media properties, including sports media and entertainment, television and radio broadcasting, specialty channels, multi-platform shopping, and digital media. See “Capability to Deliver Results” for more information about our extensive wireless and cable networks and significant wireless spectrum position. Wireless and Cable are operated by our wholly owned subsidiary, RCCI, and certain of our other wholly owned subsidiaries. Media is operated by our wholly owned subsidiary, Rogers Media Inc., and its subsidiaries. PRODUCTS AND SERVICES WIRELESS Rogers is a Canadian leader in delivering a range of innovative wireless network technologies and services. We were the first Canadian carrier to launch a 5G network and we have the largest 5G network in Canada, serving over 1,500 communities and 70% of the Canadian population as at December 31, 2021. Our postpaid and prepaid wireless services are offered under the Rogers™, Fido™, and chatr™ brands, and provide consumers and businesses with the latest wireless devices, services, and applications including: including our Rogers Internet access, • mobile high-speed Infinite™ unlimited data plans; • wireless voice and enhanced voice features; • Rogers Pro On-the-Go™, a personalized service experience for device delivery and setup to a customer’s location of choice within the service area; • Express Pickup, a convenient service for purchasing devices online or through a customer care agent, with the ability to pick up in-store as soon as the same day; • direct device shipping to the customer’s location of choice; • device and accessory financing; • device protection; • in-store expert device repair service; • global voice and data roaming, including Roam Like Home™ and Fido Roam™; solutions. CABLE We are one of the largest cable providers in Canada. Our cable network provides an innovative and leading selection of high- speed broadband Internet access, digital television and online viewing, phone, smart home monitoring, and advanced home WiFi services to consumers in Ontario, New Brunswick, Nova Scotia, and on the island of Newfoundland. We also provide services to businesses across Canada that aim to meet the increasing needs of today’s critical business applications. In 2020, in response to COVID-19, we launched customer self- installation capabilities within Cable as a safe, easy, no-contact way for our customers to install our Ignite Internet™ and Ignite TV™ services. Since launching in late March 2020, over 86% of our Cable installations have been through the self-install program. We also launched Blitzz™, a remote visual assistance tool that enables customers to access support virtually and reduces the need to deploy field technicians for installation and service calls. In 2021, we launched Ignite Internet Gigabit 1.5 in select areas, giving customers access to even faster Internet service. We also expanded the Ignite WiFi™ Hub app with enhanced Active Time Details and Advanced Security to give customers greater control over their home WiFi. Internet services include: • Internet access through broadband and fixed wireless access (including basic and unlimited usage packages), security solutions, and e-mail; • access speeds of up to one gigabit per second (Gbps), covering our entire Cable footprint, with some areas able to receive access speeds of up to 1.5 Gbps; • Rogers Ignite™ and Fido Internet unlimited packages, combining fast and reliable speeds with the freedom of unlimited usage and options for self-installation; • Rogers Ignite WiFi Hub, offering a personalized WiFi experience with a simple digital dashboard for customers to manage their home WiFi network, providing visibility and control over family usage; and • Rogers™ Smart Home Monitoring, offering services such as monitoring, security, automation, energy efficiency, and smart control through a smartphone app. Television services include: • local and network TV, made available through traditional digital or IP-based Ignite TV, including starter and premium channel packages along with à la carte channels; • on-demand television; • cloud-based digital video recorders (DVRs) available with Ignite TV services; • voice-activated remote controls, restart features, and integrated apps such as YouTube, Netflix, Sportsnet NOW™, Amazon Prime Video, and Disney+ on Ignite TV; 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 17 MANAGEMENT’S DISCUSSION AND ANALYSIS • personal video recorders (PVRs), including Whole Home PVR and 4K PVR capabilities; • an Ignite TV app, giving customers the ability to experience Ignite TV (including setting recordings) on their smartphone, tablet, laptop, or computer; • IgniteTM SmartStreamTM , an entertainment add-on for Ignite Internet customers, giving them access to their favourite streaming services in one place; • Download and Go, the ability to download recorded programs onto your smartphone or tablet to watch at a later time using the Ignite TV app; • linear and time-shifted programming; • digital specialty channels; and • 4K television programming, including regular season Toronto Blue Jays home games and select marquee National Hockey League (NHL) and National Basketball Association (NBA) games. Phone services include: • residential and small business local telephony service; and • calling features such as voicemail, call waiting, and long distance. Enterprise services include: • voice, data networking, IP, and Ethernet services over multi- service customer access devices that allow customers to scale and add services, such as private networking, Internet, IP voice, and cloud solutions, which blend seamlessly to grow with their business requirements; In Television, we operate several conventional and specialty television networks, including: • Sportsnet’s four regional stations along with Sportsnet ONE™, Sportsnet 360™, andSportsnet World™; •Citytv ™ network, which, together with affiliated stations, has broadcast distribution to approximately 76% of Canadian individuals; •OMNI ™ multicultural broadcast television stations, including OMNI Regional, which provide multilingual newscasts nationally to all digital basic television subscribers; • specialty channels that include FX™ (Canada), FXX™ (Canada), and OLN™ (formerly Outdoor Life Network); and • Today’s Shopping Choice™, Canada’s only nationally televised shopping channel, which generates a significant and growing portion of its revenue from online sales. In Radio, we operate 54 AM and FM radio stations in markets across Canada, including popular radio brands such as 98.1 CHFI™, 680 NEWS™, Sportsnet The FAN™, KiSS™, JACK FM™, and SONiC™. We also offer a range of digital services and products, including: • our digital sports-related assets, including NHL LIVE and SN NOW™; • other digital assets, including Citytv NOW™; and • a range of other websites, apps, podcasts, and digital products associated with our various brands and businesses. • optical wave, Internet, Ethernet, and multi-protocol label switching services, providing scalable and secure metro and wide area private networking that enables and interconnects critical business applications for businesses that have one or many offices, data centres, or points of presence (as well as cloud applications) across Canada; • simplified information technology (IT) and network technology offerings with security-embedded, cloud-based, professionally managed solutions; • extensive cable access network services for primary, bridging, and back-up (including through our wireless network, if applicable) connectivity; and • specialized telecommunications technical consulting for Internet service providers (ISPs). MEDIA Our portfolio of Media assets, with a focus on sports and regional TV and radio programming, reaches Canadians from coast to coast. In Sports Media and Entertainment, we own the Toronto Blue Jays, Canada’s only Major League Baseball (MLB) team, and the Rogers Centre™ event venue, which hosts the Toronto Blue Jays’ home games, concerts, trade shows, and special events. Our agreement with the NHL (NHL Agreement), which runs through the 2025-2026 NHL season, allows us to deliver more than 1,300 regular season games during a typical season across television, smartphones, tablets, personal computers, and streaming devices, both through traditional streaming services as well as through NHL LIVE™. It also grants Rogers national rights on those platforms to the Stanley Cup Playoffs and Stanley Cup Final, all NHL-related special events and non-game events (such as the NHL All-Star Game and the NHL Draft), and rights to sublicense broadcasting rights. 18 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT OTHER We offer several credit cards, including the Rogers™ World Elite Mastercard, Rogers™ Platinum Mastercard, and t he Fido™ Mastercard, which allow customers to earn cashback rewards points on credit card spending. in a number of associates and joint OTHER INVESTMENTS We hold arrangements, some of which include: • our 37.5% ownership interests interest in Maple Leaf Sports & Entertainment Ltd. (MLSE), which owns the Toronto Maple Leafs, the Toronto Raptors, Toronto FC, the Toronto Argonauts, and the Toronto Marlies, as well as various associated real estate holdings; and • our 50% ownership interest in Glentel Inc. (Glentel), a large provider of multicarrier wireless and wireline products and services with several hundred Canadian retail distribution outlets. We also hold a number of interests in marketable securities of publicly traded companies, including Cogeco Inc. and Cogeco Communications Inc. COMPETITION The telecommunications industry is a highly competitive industry served by many national, regional, and reseller players giving consumers a broad choice in service providers and plan offerings. The industry is very capital intensive and requires meaningful, continual investments to implement next-generation technology and to support existing infrastructure. Given the highly regulated nature of the industry, the already competitive dynamic could be further influenced by regulatory change (see “Regulation in our Industry” for more information). Traditional wireline telephony and television services are now offered over the Internet. Consumers continue to change how they choose to communicate or watch video, including with a growing selection of over-the-top (OTT) services, and this is changing the mix of packages and pricing that service providers offer and could affect churn levels. In the media industry, consumer viewing habits continue to shift towards digital and online media consumption and advertisers are directing more advertising dollars to those media channels. In addition, we now compete with a range of digital and online media companies, including large global companies. WIRELESS We compete on customer experience, price, quality of service, scope of services, network coverage, sophistication of wireless technology, breadth of distribution, selection of devices, branding, and positioning. • Wireless technology – our extensive long-term evolution (LTE) network caters to customers seeking the increased capacity and speed it provides. We are also expanding our 5G network to further these capabilities. We compete with BCE Inc. (Bell) and TELUS Corporation (Telus) at a national level, and with Vidéotron ltée (Videotron), Saskatchewan Telecommunications (SaskTel), and Xplornet Communications Inc. (Xplornet) at a regional level, all of whom operate 5G networks, and with Shaw at a national level and Eastlink Inc. (Eastlink) at a regional level, each of whom operate LTE networks. We also compete with these providers on high-speed packet access (HSPA) and global system for mobile communications (GSM) networks and with providers that use alternative wireless technologies, such as WiFi “hotspots” and mobile virtual network operators (MVNO), such as Primus. • Product, branding, and pricing – we compete nationally with Bell, Telus, and Shaw, including their flanker brands Virgin Plus (Bell), Lucky Mobile (Bell), Koodo (Telus), Public Mobile (Telus), and Freedom Mobile (Shaw). We also compete with various regional players and resellers. • Distribution of services and devices – we have one of the largest distribution networks in the country, and compete with other service providers for dealers, prime locations for our own stores, and third-party retail distribution shelf space. We also compete with other service providers on the quality and ease of use of our self-serve options and other digital capabilities. • Wireless networks – consolidation amongst regional players, or with incumbent carriers, could alter the regional or national competitive landscapes for Wireless. Additionally, certain service providers that currently do not offer wireless products or services have purchased spectrum licences and could enter the market in the future. • Spectrum – we currently have the largest spectrum position in the country, including the spectrum licences we obtained through the 3500 MHz auction held in 2021. On August 27, 2020, ISED Canada launched a consultation, proposing changes to the spectrum utilization of the 3800 MHz band, making 250 MHz of the spectrum available for 5G. On May 21, 2021, ISED Canada announced the decision to repurpose the 3800 MHz spectrum band to support 5G services. The 3800 MHz spectrum licence auction is expected to take place in early 2023. The 3800 MHz spectrum licences, along with other frequency bands, are essential to the deployment of 5G networks. The outcome of this auction may increase competition. See “Regulation in our Industry” for more information. CABLE Internet We compete with other ISPs that offer fixed-connection residential high-speed Internet access services. Rogers and Fido high-speed Internet services compete directly with, among others: • Bell’s Internet services in Ontario, New Brunswick, Nova Scotia, and on the island of Newfoundland, including Virgin Plus; and • various resellers using wholesale telecommunication company digital subscriber line (DSL) and cable third-party Internet access (TPIA) services in local markets. A number of different players in the Canadian market also compete for enterprise network and communications services. There are relatively few national providers, but each market has its own competitors that usually focus on the geographic areas in which they have the most extensive networks. In the enterprise market, we compete with facilities- and non-facilities-based telecommunications service providers. In markets where we own network infrastructure, we compete with incumbent fibre-based providers. Our main competitors are as follows: • Ontario – Bell, Cogeco Data Services, and Digital Colony; • Quebec – Bell, Telus, and Videotron; • Atlantic Canada – Bell and Eastlink; and • Western Canada – Shaw and Telus. M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S Television We compete with: • other Canadian multi-channel distribution undertakings (BDUs), including Bell, Shaw, and other satellite and IPTV providers; broadcast • OTT video offerings through providers like Netflix, YouTube, Apple, Amazon Prime Video, Crave, Google, Disney+, and other channels streaming their own content; and • over-the-air local and regional broadcast television signals received directly through antennas, the illegal distribution of Canadian and international channels via video streaming boxes, and the illegal reception of US direct broadcast satellite services. Phone While Phone represents a small portion of our business, we compete with other telephony service providers, including: • Bell’s wireline phone service in Ontario, New Brunswick, Nova Scotia, and on the island of Newfoundland; IP • incumbent local exchange carrier (ILEC) local loop resellers and voice over (such as Primus (VoIP) service providers Telecommunications Canada Inc. and Comwave Networks Inc.), other VoIP-only service providers (such as Vonage and Skype), and other voice applications that use the Internet access services of ISPs (such as Facebook and WhatsApp); and • substitution of wireline for wireless products, including mobile phones and wireless home phone products. MEDIA Competition in Sports Media and Entertainment includes other: • televised and online sports broadcasters; • Toronto professional teams, for attendance at Toronto Blue Jays games; • MLB teams, for Toronto Blue Jays players and fans; • local sporting and special event venues; • professional sports teams, for merchandise sales revenue; and • new digital sports media companies. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 19 MANAGEMENT’S DISCUSSION AND ANALYSIS Television and Radio, both of which are focused on local and regional content, compete for audiences and advertisers with: • other Canadian television and radio stations, including those owned and operated by the CBC, Bell Media, and Corus Entertainment; Wireless providers continue to invest in the next generation of technologies, like 5G, to meet increasing data demands. New products and applications on the wireless network will continue to rely on ultra-reliable, low latency transport networks, capable of supporting both wireless and wireline traffic. • OTT video offerings through providers like Netflix, YouTube, Apple, Amazon Prime Video, Crave, Google, Disney+, and other channels streaming their own content; • OTT radio offerings, such as iHeartRadio, Apple Music, Spotify, Pandora, and Radioplayer Canada; • other media, including newspapers, magazines, and outdoor advertising; and • other technologies available on the Internet or through the cloud, such as social media platforms, online web information services, digital assistants, music downloading, and portable media players. Today’s Shopping Choice’s model of live, hosted-video sales content and its robust online shopping experience competes with: • pure play e-commerce retailers servicing Canada; • select branded retailers in Canada and their related e-commerce websites; • other available television-shopping channels and infomercials that sell products on television; and • direct-to-consumer livestream video shopping events, social commerce, and shoppable video technologies that are rapidly emerging online. Our digital media products compete for readership and advertisers with: • online information and entertainment websites and apps, including digital news services, streaming services, and content available via social networking services; magazines, both digital and printed; and • • other traditional media, such as TV and radio. INDUSTRY TRENDS The telecommunications industry in Canada is very capital intensive and highly regulated. Our reportable segments are affected by various overarching trends relating to changing technologies, consumer demands, economic conditions, and regulatory developments, all of which could limit essential future investments in the Canadian marketplace. See “Risks and Uncertainties Affecting our Business” and “Regulation in our Industry” for more information. Below is a summary of the industry trends affecting our specific reportable segments. WIRELESS TRENDS The ongoing extensive investment made by Canadian wireless providers has created far-reaching and sophisticated wireless networks that have enabled consumers and businesses to utilize fast multimedia capabilities through wireless data services. Consumer demand for mobile devices, digital media, and on-demand content is pushing providers to build networks that can support the expanded use of applications, mobile video, messaging, and other wireless data. Mobile commerce continues to increase as more devices and platforms adopt secure technology to facilitate wireless transactions. In January 2020, we were the first Canadian carrier to launch a 5G network and, in December 2020, the first Canadian carrier to begin rolling out a 5G standalone core network. Our 5G network is the largest 5G network in Canada, reaching more than 1,500 communities and 70% of the Canadian population as at December 31, 2021. To help make the cost of new wireless devices more affordable for consumers, Rogers and other Canadian wireless carriers offer wireless device financing programs, whereby consumers can finance up to the full cost of the device over a 24-month term at 0% interest. We believe being able to finance devices over 24 months helps reduce subscriber churn. In addition to the wireless device financing plans now available, subscribers are increasingly bringing their own devices or keeping their existing devices longer and therefore may not enter into term contracts impact for wireless services. This may negatively subscriber churn, but may also create gross addition subscriber opportunities as a result of increased churn from other carriers. This trend may also negatively impact the monthly service fees charged to subscribers as they shop for plans that best meet their needs. Wireless market penetration in Canada is approximately 98% of the population (compared to penetration of 129% in the US) and is expected to continue growing, per the Bank of America Merrill Lynch October 2021 Global Wireless Matrix. CABLE TRENDS Technology advancement, non-traditional competitors, consumer behaviours, and regulatory developments are key areas influencing Cable. This market is very capital intensive, and a strong Internet offering is the backbone to effectively serving this market. Applications on the Internet are increasingly being used as a substitute for wireline telephone services, and televised content is increasingly available online. Downward television tier migration (cord shaving) and television cancellation with the intent of substitution (cord cutting) have been growing with increased adoption of OTT services. include faster broadband Cable and wireline companies are expanding their service offerings to Internet. Canadian companies, including Rogers, are increasingly offering download speeds of 1 to 1.5 Gbps and Internet offerings with unlimited bandwidth. Consumers are demanding faster-than-ever speeds for streaming online media, uploading personal content, and playing online video games, and for their ever-growing number of connected devices. In order to help facilitate these speeds, cable and wireline companies are shifting their networks towards higher speed and capacity Data Over Cable Service Interface Specifications (DOCSIS) 3.1 and fibre-to-the-home (FTTH) technologies and they are starting to evolve their networks to be DOCSIS 4.0-capable. These technologies provide faster potential data communication speeds than earlier technologies, allowing both television and Internet 20 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S signals to reach consumers more quickly in order to sustain reliable speeds to address the increasing number of Internet-capable devices. We offer fixed wireless Internet access services in rural and remote areas and expect this offering to continue to grow as we work towards closing the digital divide. COVID-19 has required many people to work or study from home simultaneously, and workplaces have also started to shift to partial or fully remote work, further establishing the need for strong cable networks that are able to handle increased capacity than previously existed. Cable and wireline companies have needed to continue adding capacity and managing to continue reliably supporting the needs of Canadians. traffic Our business customers use fibre-based access and cloud computing to capture and share information in more secure and accessible environments. This, combined with rise of multimedia and Internet-based business applications, is driving exponential growth in data demand. the Businesses and all levels of government are transforming data centre infrastructure by moving toward virtual data storage and hosting. This is driving demand for more advanced network functionality, robust, scalable services, and supportive dynamic network infrastructure. Canadian wireline companies are dismantling legacy networks and investing in next-generation platforms that combine voice, data, and video solutions onto a single distribution and access platform. As next-generation platforms become more popular, our competition will begin to integrators and manufacturers. include systems Devices and machines are becoming more interconnected and there is more reliance on the Internet and other networks to facilitate updates and track usage. Broadcast television technology continues to improve with 4K TV broadcasts and high dynamic range (HDR) for higher resolution and improved video image colour and saturation. MEDIA TRENDS Consumer viewing behaviours are continually evolving and the industry continues to adjust to these changes. Access to live sports and other premium content has become even more important for acquiring and retaining audiences that in turn attract advertisers and subscribers. Therefore, ownership of content and/or long-term agreements with content owners has also become increasingly important to media companies. Leagues, teams, networks, and new digital entrants are also experimenting with the delivery of live sports content through online, social, and virtual platforms, while non-traditional sports are also growing in mindshare. Consumer demand for digital media, content on mobile devices, and on-demand content is increasing and media products have experienced significant digital uptake, requiring industry players to increase their efforts in digital content and capabilities in order to compete. In response to this trend, advertisers are shifting their spending to premium video and audio products on global digital platforms and social media that enable marketers to narrowly target specific audiences instead of the previous mass marketing approach. This results in lower use of traditional advertising methods and may require a shift in focus. Competition has changed and traditional media assets in Canada are increasingly being controlled by a small number of competitors with significant scale and financial resources. Technology has allowed new entrants and even individuals to become media players in their own right. Some of our competitors have become more vertically integrated across both traditional and emerging platforms. Relationships between providers and purchasers of content have become more complex. Global aggregators have also emerged and are competing for both content and viewers. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 21 MANAGEMENT’S DISCUSSION AND ANALYSIS Our Strategy, Key Performance Drivers, and Strategic Highlights As part of our long-term vision to become number one, we set annual objectives to measure progress and to address short-term opportunities and risks. 2021 OBJECTIVES Priority Create best-in-class customer experiences by putting our customers first in everything we do Invest in our networks and technology to deliver leading performance, reliability, and coverage Drive market-leading growth in each of our lines of business Drive best-in-class financial outcomes for our shareholders Develop our people, drive engagement, and build a high- performing and inclusive culture Be a strong, socially and environmentally responsible leader in our communities 2021 Objectives Accelerate digital and self-serve adoption by building on momentum generated during COVID-19; reinvent experiences across all channels to optimize customer journeys; solve customer problems the first time, or even before, they contact us; and invest in tools, capabilities, and our team to create frictionless digital and frontline experiences. Invest in our cable and wireless networks to deliver industry- leading connectivity to our customers; grow our leadership in 5G and reestablish leadership in IoT; expand our network footprint and product reach to connect underserved communities; and modernize our systems by leveraging cloud and data capabilities. Enhance our marketing and sales capabilities to propel consistent and sustainable customer additions; grow our business in key regional markets across Canada; create products, services, and content that customers will love; and anchor our Media strategy in sports and diversify into digital and sports- related growth areas. Improve financial performance and drive cost and productivity improvements across Rogers. Ensure the safety and well-being of our employees and evolve our ways of working; build a culture of inclusion for our team members, customers, and communities; and attract top and diverse talent and develop our team as we build our future workforce. Partner with communities across Canada to deepen engagement and increase impact; grow our presence in a sustainable and environmentally responsible manner; and build our culture and reputation as a great Canadian company. KEY PERFORMANCE DRIVERS AND 2021 STRATEGIC HIGHLIGHTS COVID-19 continues to significantly impact Canadians and economies around the world. For much of 2021, extensive public health restrictions have been in place to varying degrees across the country. In the third quarter, provinces generally began relaxing certain public health restrictions implemented in the first half of 2021 as vaccines became more widely available in Canada and vaccination rates continued to increase across the country. Late in the fourth quarter, the Omicron variant re-accelerated the spread of COVID-19 and many Canadian provinces reintroduced various restrictions, including, amongst others, placing capacity limits on organized gatherings and retail stores. We remain focused on keeping our employees safe and our customers connected. While COVID-19 continues to have a significant worldwide impact, we remain confident we have the right team, a strong balance sheet, and the world-class networks that will allow us to get through the pandemic having maintained our long-term focus on growth and doing the right thing for our customers. The following achievements display the progress we made towards meeting the objectives we set for 2021, as discussed above. CREATE BEST-IN-CLASS CUSTOMER EXPERIENCES BY PUTTING OUR CUSTOMERS FIRST IN EVERYTHING WE DO • Improved Wireless postpaid churn by 5 basis points to 0.95%. • Continued to accelerate our digital-first plan to make it easier for customers, with digital adoption at 86.1%, up from 84.0% in 2020. • Rogers Pro On-the-Go service has continued expanding across the country, bringing our device delivery and set-up support program access to more than 16 million Canadians. • Transformed 130 retail stores into dual-door locations that offer both Rogers and Fido brands, growing our distribution footprint nationally to a total of 140 dual-door locations, including our flagship store at Yonge and Dundas in Toronto. • Launched Express Pickup through our customer care channels, a free service that allows customers to purchase a new device through a customer care agent and pick it up the same day in-store. 22 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT • Launched certified walk-in repairs in select Rogers and Fido locations, offering our customers fast and reliable service to fix batteries, screens, cameras, audio, software, and more. • Expanded our Fido Payment Program so mobile customers can get accessories for $0 down and 0% interest, and no taxes upfront. INVEST IN OUR NETWORKS AND TECHNOLOGY TO DELIVER LEADING PERFORMANCE, RELIABILITY AND COVERAGE • Expanded Canada’s largest and most reliable 5G network which reached more than 1,500 communities and 70% of the Canadian population as at December 31, 2021. • Invested $3.3 billion in 3500 MHz spectrum licences, covering 99.4% of the Canadian population, to enhance and accelerate the expansion of Canada’s first, largest, and most reliable 5G network. This investment positions Rogers as the largest single investor in 5G spectrum in the country across rural, suburban, and urban markets. • Awarded Best In Test and recognized as Canada’s most reliable 4G and 5G network by umlaut, the global leader in mobile network benchmarking, for the third year in a row in July, and ranked number one in 5G Reach, 5G Availability, 5G Voice App Experience, 5G Games Experience, and tied first for 5G Upload Speed in Canada by OpenSignal in August. • Recognized as Canada’s most consistent national wireless and broadband provider by Ookla for Q4 2021, with the fastest fixed in Ontario, New Brunswick, and broadband Newfoundland and Labrador. Internet • Completed the rollout of Canada’s first national standalone 5G core to help bring the best of 5G to our customers and achieved the first 5G standalone device certification in Canada. • Announced a multi-year partnership with Coastal First Nations in British Columbia, which includes a commitment to build five new cell towers, provide more than 100 kilometres of new service coverage along Highway 16 on Graham Island, and improve wireless connectivity throughout Haida Gwaii. • Announced a $300 million agreement, alongside the Government of Canada, the Province of Ontario, and the Eastern Ontario Regional Network, to expand wireless connectivity in rural and remote communities throughout eastern Ontario, the largest wireless private-public partnership in Canadian history. • Announced investments of over $350 million to connect almost 50,000 homes and businesses in Ontario, New Brunswick, and Newfoundland and Labrador, fully funded by Rogers. • In partnership with the Governments of Canada and British Columbia, we announced 12 new cell tower sites to enhance wireless coverage along Highway 16 between Prince George and Prince Rupert; we broke ground on the first tower in December 2021. • Announced the construction of seven new towers along Highway 14 from Sooke to Port Renfrew in partnership with the Governments of Canada and British Columbia, and more than 90 kilometres of new coverage along Highways 95 and 97 in partnership with the government of British Columbia. M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S DRIVE MARKET-LEADING GROWTH IN EACH OF OUR LINES OF BUSINESS • Launched Ignite Internet Gigabit 1.5 to eligible customers, giving customers access to even faster Internet service. • Launched the first “Wireless Private Network” managed solution nationally in Canada, through Rogers for Business™, enabling large enterprises to transform their digital capabilities and drive innovation in their business. • Unveiled Sportsnet’s new state-of-the-art NHL Studio, one of the first entirely IP-based sports studios in North America, capable of delivering through augmented and virtual reality, real-time data and statistics, and in-broadcast versatility. interactive and immersive content • Launched eight streaming services on our Ignite TV and Ignite including Disney+ and Spotify, industry-leading selection of streaming SmartStream platforms, enhancing Rogers services. • Relaunched Sportsnet NOW, delivering world-class stream quality and reliability combined with new pricing and packaging that gives customers more flexibility and choice; paid subscriber growth is up over 175% year-on-year. • Launched a Cloud Unified Communications product in Rogers for Business, a feature-rich, cloud-based phone system for enterprise business customers with complex needs. DRIVE BEST-IN-CLASS FINANCIAL OUTCOMES FOR OUR SHAREHOLDERS • Earned total service revenue of $12,533 million, up 5%. • Attracted 448,000 net Wireless postpaid subscribers, 49,000 net Internet subscribers, and 244,000 net Ignite TV subscribers. • Generated free cash flow of $1,671 million and cash provided by operating activities of $4,161 million. • Paid dividends of $1,010 million to our shareholders. DEVELOP OUR PEOPLE, DRIVE ENGAGEMENT, AND BUILD A HIGH-PERFORMING AND INCLUSIVE CULTURE • Awarded Canada’s Top 100 Employers, including in the Greater Toronto Area, for Young People, Best Diversity Employer, and Greenest Employers by MediaCorp Canada Inc. in November 2021; LinkedIn Canada’s Top 25 Companies in April 2021; and Canada’s Most Admired Corporate Cultures by Waterstone Human Capital in October 2021. • Announced and implemented mandatory vaccinations or rapid testing for anyone entering our workplace sites, including all team members, contractors, and visitors. • Achieved a score of 89% for employee pride in our employee pulse survey in June 2021. BE A STRONG, SOCIALLY AND ENVIRONMENTALLY RESPONSIBLE LEADER IN OUR COMMUNITIES • Awarded 90 Ted Rogers Community Grants across Canada in 2021, to organizations supporting Canadian youth. Nearly 400 Ted Rogers Community Grants have been awarded since 2017. • Awarded Ted Rogers Scholarships to 375 young Canadians for post-secondary studies. Nearly three quarters of all scholarships in the Class of 2021 were awarded to youth from equity- deserving communities. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 23 MANAGEMENT’S DISCUSSION AND ANALYSIS • Expanded our ESG Report and introduced an interactive multimedia Social Impact Report, celebrating and tracking our impact on the environment and our communities. We now disclose information in accordance with the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB), and Task Force on Climate-Related Financial Disclosures (TCFD) standards, and we committed to supporting the United Nations Sustainable Development Goals. • Launched a 2021 Orange Shirt Day campaign in support of Indigenous communities across the country. Over the past two years, the Orange Shirt Day campaign has raised $250,000 for the Orange Shirt Society and the Indian Residential School Survivors Society (IRSSS). • Launched our new corporate responsibility brand, Generation Possible™, the youth and education pillar focused on giving the next generation the chance they need to succeed through Ted Rogers Scholarships, Community Grants, and Jays Care™ Foundation. Team Possible is about our team and partners’ commitment to making a meaningful impact in communities through volunteering, bridging the digital divide, and partnering with organizations like Women’s Shelters Canada. • Expanded eligibility for Connected for Success™, so even more Canadians can connect to social services, learning, employment, and loved ones. Now available to upwards of 750,000 Canadian households, Internet program is available across our Internet footprint in Ontario, New Brunswick, and Newfoundland to eligible customers receiving disability, seniors’ or income support, and through rent- geared-to-income community housing partners. low-cost high-speed the expanded 2022 FOCUS AREAS While we ended 2021 with improving execution, increasing momentum, and solid fundamentals, we want to perform better for our customers and our shareholders. To achieve this, we have set the following focus areas for 2022: 1. Successfully complete the Shaw acquisition and 2. 3. 4. integration Invest in our networks to deliver world-class connectivity to Canadian consumers and business Invest in our customer experience to deliver timely, high- quality customer service consistently to our customers Improve execution and deliver performance across all lines of business financial strong FINANCIAL AND OPERATING GUIDANCE 2022 FULL-YEAR CONSOLIDATED GUIDANCE For the full-year 2022, we expect growth in service revenue and adjusted EBITDA will drive higher free cash flow. In 2022, we expect to have the financial flexibility to maintain our network advantages and to continue to return cash to shareholders. We are providing a guidance range for total service revenue this year as this metric more closely reflects our core business with our customers. (In millions of dollars, except percentages) Total service revenue Adjusted EBITDA Capital expenditures 2 Free cash flow 2021 Actual 12,533 5,887 2,788 1,671 2022 Guidance Ranges 1 Increase of 4% to increase of 6% Increase of 6% to increase of 8% 2,800 to 3,000 1,800 to 2,000 1 Guidance ranges presented as percentages reflect percentage increases over full- year 2021 results. 2 Includes additions to property, plant and equipment net of proceeds on disposition, but does not include expenditures for spectrum licences or additions to right-of-use assets. The above table outlines guidance ranges for selected full-year 2022 consolidated financial metrics without giving effect to the Transaction (see “Shaw Transaction”), the associated financing, or any other associated transactions or expenses. These ranges take into consideration our current outlook and our 2021 results. The purpose of the financial outlook is to assist investors, shareholders, and others in understanding certain financial metrics relating to expected 2022 financial results for evaluating the performance of our business. This information may not be appropriate for other purposes. Information about our guidance, including the various assumptions underlying it, is forward-looking and should be read in conjunction with “About Forward-Looking Information”, “Risks and Uncertainties Affecting our Business”, the material assumptions listed below under “Key underlying assumptions”, and the related disclosure and information about various economic, competitive, and regulatory assumptions, factors, and risks that may cause our actual future financial and operating results to differ from what we currently expect. We provide annual guidance ranges on a consolidated full-year basis that are consistent with annual full-year Board-approved plans. Any updates to our full-year financial guidance over the course of the year would only be made to the consolidated guidance ranges that appear above. Guidance ranges will be reassessed once the Transaction has closed. 24 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT Key underlying assumptions Our 2022 guidance in “2022 Full-Year ranges presented Consolidated Guidance” are based on many assumptions including, but not limited to, the following material assumptions for the full-year 2022: • a gradual improvement in the general COVID-19 environment throughout 2022, including the continued reopening of the economy, and no further significant restrictions, such as border closures and travel restrictions, capacity restrictions and sports venue closures, or stay-at-home orders and no material negative impact resulting from global supply chain interruptions; • continued competitive intensity in all segments in which we operate consistent with levels experienced in 2021; • no significant additional legal or regulatory developments, other in the in economic conditions, or macro changes shifts competitive environment affecting our business activities; • Wireless customers continue to adopt, and upgrade to, higher- value smartphones at similar rates in 2022 compared to 2021; • overall wireless market penetration in Canada grows in 2022 at a similar rate as in 2021; • continued subscriber growth in Internet; • declining Television subscribers, impact of customers migrating to Ignite TV from our legacy product, as including the subscription streaming services and other over-the-top providers continue to grow in popularity; • in Media, continued growth in sports and relative stability in other traditional media businesses; • no significant sports-related work stoppages or cancellations will occur and the current MLB lockout between the owners and the players’ union will be resolved; • with respect to the increase in capital expenditures: • we continue to invest to ensure we have competitive wireless and cable networks through (i) expanding our 5G wireless network, including building on Canada’s first standalone 5G core network and using our 3500 MHz spectrum licences to introduce new 5G innovation and services and (ii) upgrading our hybrid fibre-coaxial network to lower the number of homes passed per node, utilize the latest technologies, and deliver an even more reliable customer experience; and • we continue to make expenditures related to our connected home roadmap in 2022 and we make progress on our service footprint expansion projects; • a substantial portion of our 2022 US dollar-denominated expenditures is hedged at an average exchange rate of $1.29/US$; • key interest rates remain relatively stable throughout 2022; and • we retain our investment-grade credit ratings. M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 25 MANAGEMENT’S DISCUSSION AND ANALYSIS Capability to Deliver Results LEADING NETWORKS WIRELESS Rogers has one of the most extensive and advanced mobile broadband wireless networks in Canada, which: • is the only national network in Canada fully owned by a single operator; • was the first LTE high-speed network in Canada, reaching 96% of the Canadian population as at December 31, 2021 on our LTE network alone; • was the first 5G network in Canada, reaching over 70% of the Canadian population as at December 31, 2021 on our 5G network alone; • is supported by voice and data roaming agreements with domestic and than 200 destinations, including LTE and a growing number of 5G roaming operators; and international carriers in more •includes network sharing arrangements with two regional wireless operators that operate in urban and rural parts of Canada. We are continuously enhancing our IP service infrastructure for all our wireless services. Advances in technology have transformed the ways in which our customers interact and use the variety of tools available to them lives. Technology has also changed the way businesses operate. in their personal and professional In early 2020, we launched our 5G network commercially in downtown Vancouver, Toronto, Ottawa, and Montreal and reached over 1,500 communities across Canada as at December 31, 2021. We also became a founding member of the global 5G Future Forum, a first-of-its-kind 5G and mobile edge computing forum that currently includes Verizon, Vodafone, Telstra, KT, and América Móvil. Our spectrum holdings as at December 31, 2021 include: Type of spectrum Rogers licences Our 5G network currently uses a combination of the 2500 MHz, AWS, and 600 MHz spectrum bands, and is also aggregated with our LTE spectrum bands. 600 MHz spectrum is best suited to carry wireless data across long distances and through buildings, creating more consistent and higher-quality coverage in both remote and urban areas and in smart cities. We have deployed dynamic spectrum sharing, which allows our existing spectrum supporting 4G to also be used for 5G networks. In the future, we will deploy 3.5 GHz spectrum for 5G to add additional capacity to the network. A number of future investments will be required to successfully operate and maintain our 5G network, including, but not limited to: • refarming spectrum currently used for 2G and 3G to LTE and 5G; • densifying our wireless network with additional macro and small cells in key markets; and • purchasing incremental 5G-ready radio network equipment with lower unit and operational costs, and the ability to aggregate more radio carriers and achieve greater spectral efficiency. Significant spectrum position Our wireless services are supported by our significant wireless spectrum licence holdings in low-band, mid-band, and high-band frequency ranges. As part of our network strategy, we expect to continue making significant capital investments in spectrum to: • support the rapidly growing usage of broadband wireless data services; • support the expansion and maintenance of our 5G network; and • introduce new features and functionality. innovative network-enabled 600 MHz 700 MHz 20 to 40 MHz across Canada, covering 100% of the Canadian population. Who the licences support 4G / 4.5G LTE, and 5G subscribers. 24 MHz in Canada’s major geographic markets, covering 95% of the Canadian population. 4G / 4.5G LTE subscribers; future 5G subscribers. 850 MHz 25 MHz across Canada. 1900 MHz AWS 1700/2100 MHz 2500 MHz 60 MHz in all areas of Canada except 40 MHz in northern Quebec, 50 MHz in southern Ontario, and 40 MHz in the Yukon, Northwest Territories, and Nunavut. 40 MHz in British Columbia and Alberta, 30 MHz in southern Ontario, an additional 10 MHz in the Greater Toronto Area, and 20 MHz in the rest of Canada. 40 MHz FDD across the majority of Canada except 20 MHz in parts of Quebec and no holdings in Nunavut and the Northwest Territories. Rogers also holds an additional 25 MHz TDD in key population areas in Quebec, Ontario, and British Columbia. 2G GSM, 3G HSPA, 4G / 4.5G LTE subscribers; future 5G subscribers. 4G / 4.5G LTE, and 5G subscribers. 4G / 4.5G LTE, and 5G subscribers. 4G / 4.5G LTE, and 5G subscribers. 3500 MHz Between 20 MHz and 30 MHz across the majority of the Canadian population. Fixed wireless subscribers; future 5G mobile subscribers. 26 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT We also have access to additional spectrum through the following network sharing agreements: Type of spectrum Type of network venture 2300 MHz 850 MHz, 1900 MHz AWS spectrum, 700 MHz, 2500 MHz FDD Orion Wireless Partnership (Orion) is a joint operation with Bell in which Rogers holds a 50% interest. Orion holds licences for 30 MHz of FDD 2300 MHz spectrum (of which 20 MHz is usable), primarily in eastern Canada, including certain population centres in southern and eastern Ontario, southern Quebec, and smaller holdings in New Brunswick, Manitoba, Alberta, and British Columbia. The Orion fixed wireless LTE national network utilizes the jointly held 2300 MHz bands. Two network-sharing arrangements to enhance coverage and network capabilities: • with Bell MTS, which covers 98% of the population across Manitoba; and • with Videotron to provide HSPA and LTE services across the province of Quebec and Ottawa. Who it supports 4G subscribers. 3.5G / 4G HSPA+, 4G LTE, 5G subscribers. 4G LTE subscribers. M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S CABLE Our expansive inter-city and intra-city fibre and hybrid fibre-coaxial (HFC) infrastructure delivers services to consumers and businesses in Ontario, New Brunswick, Nova Scotia, and on the island of Newfoundland. We also operate a transcontinental, facilities-based fibre-optic network with 81,000 kilometres of fibre optic cable that is used to service business customers, including government and other telecommunications service providers. We also use our extensive fibre network for backhaul for wireless cell site traffic. In Canada, the network extends coast-to-coast and includes local and regional fibre, transmission electronics and systems, hubs, points of presence, and IP routing and switching infrastructure. The network also extends to the US from Vancouver south to Seattle; from the Manitoba-Minnesota border through Minneapolis, Milwaukee, and Chicago; from Toronto through Buffalo; and from Montreal through Albany to New York City and Ashburn, allowing us to connect Canada’s largest markets, while also reaching key US markets for the exchange of data and voice traffic. The network is structured to optimize performance and reliability and to allow for the simultaneous delivery of video, voice, and Internet over a single platform. It is generally constructed in rings that interconnect with distribution hubs, providing redundancy to minimize disruptions that can result from fibre cuts and other events. Homes and commercial buildings are connected to our network through HFC nodes or FTTH. We connect the HFC node to the network using fibre optic cable and the home to the node using coaxial cable or fibre. Using 1.2GHz, 860 MHz, and 750 MHz of cable spectrum in Ontario and Atlantic Canada, respectively, we deliver video, voice, and broadband services to our customers. HFC node segmentation reduces the number of homes passed per HFC node, thereby increasing the bandwidth and capacity per subscriber. We continually upgrade the network to improve capacity, enhance performance and reliability, reduce operating costs, and introduce new features and functionality. Our investments are focused on: • uplifting our HFC network to 1.2 GHz (and, over time, 1.8 GHz) while at the same time improving network performance, quality, and reliability by deploying digital fibre optics, removing radio frequency amplifiers, and reducing homes passed per node to an average of 60; • increasing capacity per subscriber by enabling the 1.2 GHz (and, over time, 1.8 GHz) of spectrum with additional DOCSIS 3.1 downstream and upstream capacity and deploying DOCSIS 4.0 that, over time, are expected to support downstream speeds up to 10 gigabits per second (Gbps); • improving video signal compression by moving to more advanced video protocols; • improving channel and on-demand capacity through switched digital video; and • increasing our FTTH footprint by connecting more homes, multiple dwelling unit buildings, and business premises directly to fibre. segmentation, along with analog-to-DTV Broadband Internet service is provided using a DOCSIS CCAP 3.0/3.1 platform, which combines multiple radio frequency channels onto one access point at the customer premise, delivering exceptional performance. Over the last 20 years, HFC node spectrum repurposing and evolution from DOCSIS 1.0 to DOCSIS 3.1, has increased downstream and upstream capacity by approximately 1,000 and 200 times, respectively. This track record of investing in our networks and demonstrating the capability to cost-effectively deploy best-in-class service is one of our key strategies for ensuring that we stay competitive with other service providers that provide Internet service into homes and businesses over copper facilities. By the end of 2016, 100% of our cable network had been upgraded to DOCSIS CCAP technology supporting DOCSIS 3.1 and Ignite Gigabit Internet. Fixed wireless access services and expanding our cable footprint is a key priority for connecting all areas of Canada, including rural and underserved areas. We are actively investing in the expansion of our network in both Wireless and Cable to leverage what’s needed to offer fixed wireless Internet access. We are investing in the next generation of broadband wireless data networks, such as 5G technologies, to support the growing data demand and new products and applications. This requires a strong network, capable of supporting both wireline and wireless data at low latencies to ensure new products and applications operate as intended. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 27 MANAGEMENT’S DISCUSSION AND ANALYSIS foundation We have been deploying 1 GHz fibre-to-the-curb (FTTC) in new development areas and transitioning to FTTH since 2005. In 2018, we began upgrading our HFC network to a mix of 1.2 GHz FTTC and FTTH. FTTC provides for subsequent the generations of DOCSIS, including Remote PHY and DOCSIS 4.0, which will improve high-speed Internet accessibility, quality, and tier speed attainability, while increasing the capacity of our HFC network. Rogers FTTH is based on ten gigabit symmetrical passive optical network that can support symmetrical downstream/upstream speeds up to 10 Gbps per node in select neighbourhoods, with the ability to upgrade the opto-electronics to support even higher speeds in the future as required to meet demand for additional bandwidth. (XGS-PON) technology We continue to invest in and improve our cable network services; for example, with technology to support gigabit Internet speeds, Ignite TV, Rogers 4K TV, our 4K PVR set-top box, and a significant commitment to live broadcasting in 4K, including regular season Toronto Blue Jays home games for 2022 and numerous NHL and NBA games. Voice-over-cable telephony services are also served using the DOCSIS network. Our offerings ensure a high quality of service by including geographic redundancy and network backup powering. Our phone service includes a rich set of features, such as TV Call Display (available on our NextBox™ set-top boxes), three-way calling, and advanced voicemail features that allow customers to be notified of, and listen to, their home voicemail on their wireless phone or over the Internet. We own and operate some of the most advanced networks and data centres in Canada. Our data centres provide guaranteed uptime and expertise in collocation, cloud, and managed services solutions. We own and operate nine state-of-the-art, highly reliable, certified data centres across Canada, including: • Canada’s first Tier III Design and Construction certified multi- tenant facility in Toronto; • Alberta’s first Tier III certified data centre; and • a third Tier III certified data centre in Ottawa. We leverage our national fibre, cable, and wireless networks and data centre infrastructure to enable businesses to deliver greater value to their customers through proactive network monitoring and problem resolution with enterprise-level reliability, security, and performance. Our primary and secondary Network Operation Centres proactively monitor Rogers’ networks to mitigate the risk of service interruptions and to allow for rapid responses to any outages. CUSTOMER EXPERIENCE We are committed to providing our customers with the best experience possible. To do this, we have invested in several areas to make it easier and more convenient for customers to interact with us, such as: • live customer support handled by customer solution specialists located entirely within Canada; • 24/7 customer support handled by virtual assistant tools that provide customers the option for live chat or scheduled callbacks; • an innovative Integrated Voice Response (IVR) system that can take calls in English, French, Mandarin, and Cantonese; 28 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT • voice authentication technology across all of our contact centres that automatically identifies our registered customers by their voice, from increasing security and protecting customers potential fraud; • self-serve options, including: • the ability for Fido and Rogers customers to complete price plan changes and hardware upgrades online; • a simplified login, allowing Fido customers to log in to their accounts online or through the Fido MyAccount app using their Facebook login credentials, eliminating the need to remember multiple login credentials and making self-service easier to access; • the ability for customers to install their Internet, TV, home phone, smart home monitoring, and Ignite SmartStream products at their convenience, without the need for a technician visiting their residence; • Rogers EnRoute™, a tool that gives customers the ability to track on their phone when a technician will arrive for an installation or service call; and • the ability for chatr customers to use SMS to easily review account information, balance details, and top up their account; • customer care available over Facebook Messenger, Twitter, and online chat through our websites; • Rogers Infinite unlimited data plans with no overage charges; • 24-month, $0 down, interest-free wireless device financing on Rogers Infinite plans and through our Fido Payment Program; • Rogers Pro On-the-Go, a personalized retail service whereby within hours of ordering a new wireless device, a connected solutions professional will meet a customer at their time and location of choice (within the service area) and set up their device based on their preferences; • Ignite WiFi Hub for all Ignite TV customers to give them ultimate control over their WiFi experience; • Family Data Manager, a data manager tool, and Data Top Ups, both of which allow Wireless customers to manage and customize their data usage in real-time through MyRogers; • Fido 5 Extra Hours, which grant Fido customers an additional five hours of data, per billing cycle, at no extra charge; •Fido X TRA™, a program that gives Fido postpaid Wireless and Internet customers free access to new perks every Thursday, such as deals and giveaways from leading brands on food, drinks, apparel, entertainment, and more; • a simple online bill, making it easier for customers to read and understand their monthly charges; • Roam Like Home and Fido Roam, worry-free wireless roaming allowing Canadians to use their wireless plan like they do at home when traveling to included destinations; •DAY P ASS™, a flexible daily payment option for chatr customers; • Top Up as a Guest, which allows chatr customers to top up an account without signing in; • Advantage Mobility™ and Advantage Security™, business-grade solutions offered by Rogers for Business to support small- and medium-sized Canadian enterprises with reliable connectivity and network security; • a Premium Device Protection™ program, including AppleCare services for Rogers and Fido customers, offering customers more protection and choice; • Express Pickup, a free service that allows customers to purchase a new device online or through a customer care agent and pick up it up the same day in-store; • an online appointment booking tool, allowing customers to conveniently schedule an appointment to speak to a Rogers expert at a specific store and time; and • Certified Walk-in Repairs, a fast and reliable phone repair service offering customers more convenience, flexibility, and reliability, in 15 cities across Ontario. POWERFUL BRANDS The Rogers brand has strong national recognition through our: • established networks; • extensive distribution; • recognizable media content and programming; • advertising; • event and venue sponsorships; • community investment, including the Ted Rogers Scholarship Fund and Ted Rogers Community Grants; and • naming rights to some of Canada’s landmark buildings. We also own or utilize some of Canada’s most recognized brands, including: • the wireless brands of Rogers, Fido, and chatr; • the residential brands of Rogers and Fido; • 23 TV stations and specialty channels, including Sportsnet, • our contact centres, outbound telemarketing, and door-to-door agents; and • major retail chains. Our sales team and third-party retailers sell services to the business, public sector, and carrier wholesale markets. An extensive network IT of third-party channel distributors deals with integrators, consultants, indirect sales local service providers, and other relationships. This diverse approach gives greater breadth of coverage and allows for strong sales growth for next-generation services. FIRST-CLASS MEDIA CONTENT We deliver highly sought-after sports content enhanced by the following initiatives: • an exclusive 12-year agreement with the NHL, which runs through the 2025-2026 season, that allows us to deliver coverage of professional hockey in Canada across television, smartphones, tablets, and the Internet; • exclusive broadcasting and distribution rights of the Toronto Blue Jays in Canada through our ownership of the team; • NHL LIVE, an online OTT destination for NHL action on any screen; Omni, Citytv, FX (Canada), and FXX (Canada); • SN NOW, Canada’s first OTT sports service, offering 24/7 access • 54 radio stations, including 98.1 CHFI, 680 NEWS, Sportsnet The to Sportsnet’s TV content; M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S FAN, KiSS, JACK FM, and SONiC; • major league sports teams, including the Toronto Blue Jays, and teams owned by MLSE, such as the Toronto Maple Leafs, the Toronto Raptors, Toronto FC, and the Toronto Argonauts; • an exclusive 12-year agreement with the NHL, which runs through the 2025-2026 season, that allows us to deliver coverage of professional hockey in Canada; and • Today’s Shopping Choice, a premium online and TV shopping retailer. WIDESPREAD PRODUCT DISTRIBUTION WIRELESS We have an extensive national distribution network and offer our wireless products nationally through multiple channels, including: • company-owned Rogers, Fido, and chatr retail stores; • customer self-serve using rogers.com, fido.ca, chatrwireless.com, and e-commerce sites; • an extensive independent dealer network; • major retail chains and convenience stores; • other distribution channels, such as WOW! mobile boutique™, as well as Wireless Wave and TBooth Wireless through our ownership interest in Glentel; • our contact centres; • outbound telemarketing; and • Rogers Pro On-the-Go, a personalized retail service that delivers and sets up new wireless devices to the customer’s location of choice within the service area. CABLE We distribute our residential cable products using various channels, including: • company-owned Rogers and Fido retail stores; • customer self-serve using rogers.com and fido.ca; • the MLB Network, a 24-hour network dedicated to baseball, brought to Canada on Rogers television services; and • a 10-year, multi-platform agreement that runs through August 2024, which makes Rogers the exclusive wholesaler and Canadian distributor of World Wrestling Entertainment’s (WWE) flagship programming. ENGAGED PEOPLE For our team of approximately 23,000 employees, we strive to create a great workplace, focusing on all aspects of the employee experience, which include: • engaging employees and building high-performing teams through initiatives including engagement surveys and leadership development programs; • aiming to attract and retain top talent through effective training and development, performance-driven employee recognition programs, and career progression programs for front-line employees; • maintaining our commitment to diversity and inclusion; and • providing a safe, collaborative, and agile workplace that provides employees the tools and training to be successful. FINANCIAL STRENGTH AND FLEXIBILITY We have an investment-grade balance sheet and substantial available liquidity of $4.2 billion as at December 31, 2021. Our capital resources consist primarily of cash balances, cash provided by operating activities, available lines of credit, funds available under our receivables securitization program, issuances of US dollar-denominated commercial paper (US CP) under our US CP 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 29 MANAGEMENT’S DISCUSSION AND ANALYSIS program, and long-term debt. We also owned approximately $1,581 million of marketable equity securities in publicly traded companies as at December 31, 2021. The following information is forward-looking and should be read in conjunction with “About Forward-Looking Information”, “Financial and Operating Guidance”, “Risks and Uncertainties Affecting our Business”, and our other disclosures about various economic, competitive, and regulatory assumptions, factors, and risks that could cause our actual future financial and operating results to differ from those currently expected. The Transaction will have a significant impact on our capital structure as we anticipate issuing significant debt in order to consummate the Transaction; however, we expect we will have sufficient capital resources to satisfy our anticipated cash funding requirements in 2022, including the Transaction, funding of dividends on our common shares, repayment of maturing short- term borrowings and long-term debt, and other financing and investing activities. This takes into account our opening cash balance, cash provided by operating activities, and funds available to us under credit facilities, our receivables securitization program, our US CP program, and other bank facilities or debt issued, including, for the purposes of the Transaction as necessary, the $13 billion committed credit facility and the $6 billion Shaw term loan facility. As at December 31, 2021, there were no significant restrictions on the flow of funds between RCI and its subsidiary companies. foreseeable additional We believe we can satisfy funding requirements through additional financing, which, depending on market conditions, could include restructuring our existing bank credit and letter of credit facilities, entering into new bank credit facilities, issuing long-term or short-term debt, amending the terms of our receivables securitization or US CP programs, or issuing equity. We may also opportunistically refinance a portion of existing debt depending on market conditions and other factors. There is no assurance, however, that these financing initiatives will or can be done as they become necessary. WIDESPREAD SHAREHOLDER BASE AND DIVIDENDS RCI’s Class B Non-Voting common shares (Class B Non-Voting Shares) are widely held and actively trade on the TSX and the NYSE with a combined average daily trading volume of approximately 1.9 million shares in 2021. In addition, RCI’s Class A Voting common shares (Class A Shares) trade on the TSX. At the discretion of the Board, we pay an equal dividend on both classes of shares. In 2021, each share paid an annualized dividend of $2.00. 30 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S 2021 Financial Results See “Accounting Policies” in this MD&A and the notes to our 2021 Audited Consolidated Financial Statements important accounting policies and estimates as they relate to the following discussion. for We use several key performance indicators to measure our performance against our strategy and the results of our peers and SUMMARY OF CONSOLIDATED RESULTS (In millions of dollars, except margins and per share amounts) Revenue Wireless Cable Media Corporate items and intercompany eliminations Revenue Total service revenue Adjusted EBITDA Wireless Cable Media Corporate items and intercompany eliminations Adjusted EBITDA Adjusted EBITDA margin Net income Basic earnings per share Diluted earnings per share Adjusted net income Adjusted basic earnings per share Adjusted diluted earnings per share 1 Capital expenditures Cash provided by operating activities Free cash flow competitors. Many of these are not defined terms under IFRS and should not be considered alternative measures to net income or any other financial measure of performance under IFRS. See “Key Performance Indicators” and “Non-GAAP and Other Financial Measures” for more information. Years ended December 31 2021 2020 % Chg 8,768 4,072 1,975 (160) 8,530 3,946 1,606 (166) 14,655 12,533 13,916 11,955 3 3 23 (4) 5 5 4,214 2,013 (127) (213) 4,067 1,935 51 (196) 4 4 n/m 9 5,887 40.2% 1 5,857 42.1% (1.9 pts) 1,558 1,592 $ 3.09 $ 3.15 $ 3.07 $ 3.13 1,803 1,725 $ 3.57 $ 3.42 $ 3.56 $ 3.40 2,788 4,161 1,671 2,312 4,321 2,366 (2) (2) (2) 5 4 5 21 (4) (29) 1 Adjusted diluted earnings per share is a non-GAAP ratio. Adjusted net income, a non-GAAP financial measure, is a component of adjusted diluted earnings per share. These are not standardized financial measures under IFRS and might not be comparable to similar financial measures disclosed by other companies. See “Non-GAAP and Other Financial Measures” for more information about these measures. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 31 ADJUSTED EBITDA Adjusted EBITDA increased this year, primarily due to increases in Wireless and Cable adjusted EBITDA, partially offset by the decrease in Media adjusted EBITDA, which led to an adjusted EBITDA margin of 40%. Wireless adjusted EBITDA increased this year primarily as a result of the flow-through impact of the aforementioned increases in revenue and lower bad debt expense. This gave rise to a Wireless adjusted EBITDA margin of 48.1%. Although a decrease from 2020, the ongoing long-term shift to customers financing their device purchases in our in the general equipment margin. improvement is reflected Cable adjusted EBITDA increased this year as a result of the revenue growth as discussed above, which led to a Cable adjusted EBITDA margin of 49.4%. Media adjusted EBITDA decreased this year primarily as a result of higher programming and production costs as a result of the postponement of the start of the 2020-2021 NHL and NBA seasons, higher general operating costs, and higher Toronto Blue Jays player payroll and game day costs, partially offset by higher revenue as discussed above. NET INCOME AND ADJUSTED NET INCOME Net income decreased as a result of higher restructuring, acquisition and other costs attributable to the Transaction. Adjusted net income increased this year primarily as a result of higher adjusted EBITDA and lower finance costs. MANAGEMENT’S DISCUSSION AND ANALYSIS KEY CHANGES IN FINANCIAL RESULTS YEAR OVER YEAR REVENUE Wireless service revenue increased this year as a result of a larger postpaid subscriber base and higher roaming revenue as COVID-19-related global travel restrictions were generally less strict than last year, partially offset by lower overage revenue. Wireless equipment revenue increased this year as a result of higher device upgrades by existing customers and a shift in the product mix towards higher-value devices, partially offset by fewer of our new subscribers purchasing devices. Cable revenue increased this year as a result of the movement of Internet customers to higher speed and usage tiers in our Ignite Internet offerings and the increase in total customer relationships over the past year, due to growth in our Internet and Ignite TV subscriber bases, and disciplined promotional activity and Internet service pricing changes in late 2020, partially offset by declines in our legacy television and home phone subscriber bases. Media revenue increased this year as a result of the postponement of the start of the 2020-2021 NHL and NBA seasons, shifting revenue to 2021, and higher Toronto Blue Jays attendance-related revenue as COVID-19 restrictions eased and fan attendance was permitted. 32 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT WIRELESS ROGERS IS CANADA’S LARGEST PROVIDER OF WIRELESS COMMUNICATIONS SERVICES As at December 31, 2021, we had: • approximately 11.3 million wireless subscribers; and • approximately 31% subscriber and revenue share of the Canadian wireless market. WIRELESS FINANCIAL RESULTS (In millions of dollars, except margins) 2021 2020 % Chg Years ended December 31 Revenue Service revenue Equipment revenue Revenue Operating expenses Cost of equipment Other operating expenses Operating expenses Adjusted EBITDA Adjusted EBITDA service margin 1 Adjusted EBITDA margin 2 Capital expenditures 1 Calculated using service revenue. 2 Calculated using total revenue. WIRELESS SUBSCRIBER RESULTS 1 (In thousands, except churn, blended ABPU, and blended ARPU) Postpaid Gross additions Net additions Total postpaid subscribers 2 Churn (monthly) Prepaid Gross additions Net losses Total prepaid subscribers 2 Churn (monthly) Blended ARPU (monthly) Blended ABPU (monthly) 3 6,666 2,102 6,579 1,951 8,768 8,530 2,142 2,412 1,932 2,531 4,554 4,463 4,214 4,067 63.2% 48.1% 1,515 61.8% 47.7% 1,100 1 8 3 11 (5) 2 4 1.4 pts 0.4 pts 38 1,565 448 10,131 0.95% 1,381 245 9,683 1.00% 184 203 448 (0.05 pts) 512 (94) 1,166 4.20% $ 50.26 $ 63.45 550 (142) 1,260 4.38% $ 50.75 $ 63.24 (38) 48 (94) (0.18 pts) 0.49) 0.21 ($ $ 1 Subscriber counts and subscriber churn are key performance indicators. See “Key Performance Indicators”. 2 As at end of period. 3 Blended ABPU is a non-GAAP ratio. Adjusted Wireless service revenue is a non-GAAP financial measure and is a component of blended ABPU. This is not a standardized financial measure under IFRS and might not be comparable to similar financial measures disclosed by other companies. See “Non-GAAP and Other Financial Measures” for more information about this measure. REVENUE Our revenue depends on the size of our subscriber base, the revenue per user, the revenue from the sale of wireless devices, and other equipment revenue. M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S Service revenue Service revenue includes revenue derived from voice and data services from: • postpaid and prepaid monthly fees; •data usage; •airtime; •long distance charges; • essential services charges; • inbound and outbound roaming charges; and • certain other fees and charges. The 1% increase in service revenue this year was a result of: • a larger postpaid subscriber base; and • higher travel roaming revenue as COVID-19-related global restrictions were generally less strict than last year; partially offset by • a decrease in overage revenue as a result of strong customer adoption of our Rogers Infinite unlimited data plans. The 1% decrease in blended ARPU was primarily a result of an increase in our subscribers on lower monthly price plans. The stable blended ABPU was primarily a result of the increased roaming revenue offset by the decline in overage revenue. We believe the increases in gross and net additions to our postpaid subscriber base and the improved postpaid churn this year were a result of strong execution and an increase in market activity by Canadians with the ongoing opening of the economy. Equipment revenue Equipment revenue includes revenue from sales of mobile devices to subscribers through fulfillment by Wireless’ customer service groups, websites, telesales, corporate stores, and independent dealers, agents, and retailers. offset by • fewer of our new subscribers purchasing devices. OPERATING EXPENSES We record operating expenses in two categories: • the cost of wireless devices and equipment; and • all other expenses involved in day-to-day operations, to service existing subscriber relationships, and to attract new subscribers. The 11% increase in the cost of equipment this year was a result of the same factors discussed in equipment revenue above. Although a decrease from 2020, the ongoing long-term shift to customers financing their device purchases is reflected in the general improvement in our equipment margin. The 5% decrease in other operating expenses this year was a result of: • lower bad debt expense as we recorded a provision last year due to the economic uncertainty relating to COVID-19; and • various cost efficiencies and productivity initiatives; partially offset by • higher advertising and channel costs. ADJUSTED EBITDA The 4% increase in adjusted EBITDA this year was a result of the revenue and expense changes discussed above. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 33 Years ended December 31 2021 2020 Chg The 8% increase in equipment revenue this year was a result of: • higher device upgrades by existing customers; and • a shift in the product mix towards higher-value devices; partially MANAGEMENT’S DISCUSSION AND ANALYSIS CABLE ONE OF CANADA’S LEADING PROVIDERS OF HIGH­ SPEED INTERNET, CABLE TELEVISION, AND PHONE SERVICES As at December 31, 2021, we had: • approximately 2.7 million high-speed Internet subscribers; • approximately 0.8 million Ignite TV subscribers; and • a network passing approximately 4.7 million homes in Ontario, New Brunswick, Nova Scotia, and on the island of Newfoundland. CABLE FINANCIAL RESULTS (In millions of dollars, except margins) 2021 2020 % Chg Years ended December 31 REVENUE Service revenue Service revenue includes revenue derived from: • monthly subscription and additional use service revenue from residential, small business, enterprise, public sector, and wholesale Internet access subscribers; • monthly service revenue from our smart home monitoring products; • modem, television set-top box, and other equipment rental fees; • IPTV and digital cable services, such as: • basic service fees; • tier service fees; • access fees for use of channel capacity by third parties; and • premium and specialty service subscription fees, including pay-per-view service fees and video-on-demand service fees; • monthly service fees; • calling features, such as voicemail, call waiting, and caller ID; and • long distance calling. Revenue Service revenue Equipment revenue Revenue Operating expenses Adjusted EBITDA Adjusted EBITDA margin Capital expenditures 4,052 20 3,936 10 3 100 4,072 3,946 2,059 2,011 2,013 1,935 3 2 4 49.4% 913 49.0% 940 0.4 pts (3) The 3% increase in Cable service revenue this year was a result of: • the movement of Internet customers to higher speed and usage tiers in our Ignite Internet offerings and the increase in total customer relationships over the past year, due to growth in our Internet and Ignite TV subscriber bases; and • a 1% increase in ARPA as a result of disciplined promotional activity and Internet service pricing changes in late 2020; partially offset by • declines in our legacy television and home phone subscriber bases. CABLE SUBSCRIBER RESULTS 1 (In thousands, except ARPA and penetration) Internet 2 Net additions Total Internet subscribers 3,4 Ignite TV Net additions Total Ignite TV subscribers 3 Homes passed 3 Customer relationships Net additions Total customer relationships 3,4 ARPA (monthly) Penetration 3 Years ended December 31 2021 2020 Chg 49 2,665 57 2,598 244 788 218 544 4,700 4,578 (8) 67 26 244 122 31 2,581 $132.58 54.9% 12 2,530 $130.70 55.3% 19 51 $ 1.88 (0.4 pts) 1 Subscriber counts are key performance indicators. See “Key Performance Indicators”. 2 Internet subscriber results include Smart Home Monitoring subscribers. 3 As at end of period. 4 On September 1, 2021, we acquired approximately 18,000 Internet subscribers and 20,000 customer result of our acquisition of Seaside Communications, which are not included in net additions, but do appear in the ending total balance for December 31, 2021. relationships as a Equipment revenue Equipment revenue includes revenue generated from the sale of television set-top boxes, Internet modems and other equipment, in and smart home monitoring equipment. The equipment revenue this year was a result of higher Ignite equipment sales. increase OPERATING EXPENSES We record Cable operating expenses in three categories: • the cost of programming; • the cost of equipment revenue (television set-top boxes, Internet modem and other equipment, and smart home monitoring equipment); and • all other expenses involved in day-to-day operations, to service and retain existing subscriber relationships, and to attract new subscribers. The 2% increase in operating expenses this year was a result of: • higher customer care costs; partially offset by • various cost efficiencies and productivity initiatives. ADJUSTED EBITDA The 4% increase in adjusted EBITDA this year was a result of the revenue and expense changes described above. 34 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S The 23% increase in revenue this year was a result of: • higher advertising and subscription revenue, primarily as a result of the delayed starts of the 2020-2021 NHL and NBA seasons; and • higher Toronto Blue Jays attendance-related revenue as COVID-19 restrictions eased and fan attendance was permitted. OPERATING EXPENSES We record Media operating expenses in four primary categories: • the cost of broadcast content, including sports programming and production; • Toronto Blue Jays player compensation; • the cost of retail products sold; and • all other expenses involved in day-to-day operations. The 35% increase in operating expenses this year was a result of: • higher programming and production costs as a result of the delayed starts of the 2020-2021 NHL and NBA seasons; • higher other general operating costs as a result of the resumption of sports and increased activities as COVID-19 restrictions eased; and • higher Toronto Blue Jays player payroll and game day costs, primarily as a result of the shortened 2020 MLB season. ADJUSTED EBITDA The decrease in adjusted EBITDA this year was a result of the revenue and expense changes described above. MEDIA DIVERSIFIED CANADIAN MEDIA COMPANY We have a broad portfolio of media properties, which most significantly includes: • sports media and entertainment, such as Sportsnet and the Toronto Blue Jays; • our exclusive national 12-year NHL Agreement, which runs through the 2025-2026 season; • category-leading television and radio broadcasting properties; • multi-platform televised and online shopping; and • digital media. MEDIA FINANCIAL RESULTS (In millions of dollars, except margins) 2021 2020 % Chg Years ended December 31 Revenue Operating expenses Adjusted EBITDA Adjusted EBITDA margin Capital expenditures 1,975 2,102 1,606 1,555 23 35 (127) 51 n/m (6.4)% 115 3.2% 79 (9.6 pts) 46 REVENUE Media revenue is earned from: • advertising sales across its television, radio, and digital media properties; • subscriptions to televised and OTT products; • ticket sales, fund redistribution and other distributions from MLB, and concession sales; and • retail product sales. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 35 MANAGEMENT’S DISCUSSION AND ANALYSIS CAPITAL EXPENDITURES Capital expenditures include costs associated with acquiring property, plant and equipment and placing it into service. The telecommunications business requires extensive and continual investments, including investment in new technologies and the expansion of capacity and geographical reach. Expenditures related to the acquisition of spectrum licences and additions to right-of-use assets are not included in capital expenditures and do not factor into the calculation of free cash flow or capital intensity. See “Managing our Liquidity and Financial Resources”, “Key Performance Indicators”, and “Non-GAAP and Other Financial Measures” for more information. Capital expenditures are significant and have a material impact on our cash flows; therefore, our management teams focus on planning, funding, and managing them. We believe this measure best reflects our cost of property, plant and equipment in a given period and is a simpler measure for comparing between periods. (In millions of dollars, except capital intensity) Years ended December 31 2021 2020 % Chg Wireless Cable Media Corporate Capital expenditures 1 Capital intensity 1,515 913 115 245 1,100 940 79 193 2,788 2,312 38 (3) 46 27 21 19.0% 16.6% 2.4 pts WIRELESS The increase in capital expenditures in Wireless this year was a result of investments made to upgrade our wireless network to continue delivering reliable performance for our customers. We continued to emphasize our 5G deployments in the 600 MHz band and other bands as we have deployed our 5G network in more than 1,500 communities and we continued rolling out our 5G standalone core network in Montreal, Ottawa, Toronto, and Vancouver. CABLE The decrease in capital expenditures in Cable this year was a result of the recognition of capital efficiencies and improved capital intensity. We have continued upgrading our network infrastructure, including additional fibre deployments to increase our FTTH and FTTC distribution. These upgrades will lower the number of homes passed per node and incorporate the latest technologies to help deliver more bandwidth and an even more reliable customer experience as we progress in our connected home roadmap, including service footprint expansion and upgrades to our DOCSIS 3.1 platform to evolve to DOCSIS 4.0, to offer increased download speeds over time. MEDIA The increase in capital expenditures this year was primarily a result of higher broadcast including investments in new production studios, partially offset by lower stadium and facility investments at the Toronto Blue Jays. infrastructure expenditures, 1 Includes additions to property, plant and equipment net of proceeds on disposition, but does not include expenditures for spectrum licences or additions to right-of-use assets. CORPORATE The increase in corporate capital expenditures this year was a result of higher investments in our information technology. CAPITAL INTENSITY Capital intensity increased this year as a result of higher capital expenditures, partially offset by higher revenue, as discussed above. 36 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S REVIEW OF CONSOLIDATED PERFORMANCE FINANCE COSTS This section discusses our net income and other expenses that do not form part of the segment discussions above. (In millions of dollars) 2021 2020 % Chg Years ended December 31 Interest on borrowings 1 Interest on lease liabilities Interest on post-employment benefits liability Loss on foreign exchange Change in fair value of derivative instruments Capitalized interest Other Total finance costs 745 74 14 10 (6) (17) 29 780 70 13 107 (97) (19) 27 (4) 6 8 (91) (94) (11) 7 849 881 (4) 1 Interest on borrowings includes interest on short-term borrowings and on long-term debt. The 4% decrease in finance costs this year was primarily a result of lower interest on borrowings due to the repayment of our $1.45 billion senior notes at maturity in March 2021. Foreign exchange and change in fair value of derivative instruments We recognized $10 million in net foreign exchange losses in 2021 (2020 – $107 million in net losses). These losses were primarily attributed to our US CP program borrowings. These foreign exchange losses were offset by the $6 million gain related to the change in fair value of derivatives (2020 – $97 million gain) that was primarily attributed to the debt derivatives, which were not designated as hedges for accounting purposes, we used to substantially offset the foreign exchange risk related to these US dollar-denominated borrowings. See “Managing our Liquidity and Financial Resources” for more information about our debt and related finance costs. Years ended December 31 (In millions of dollars) 2021 2020 % Chg Adjusted EBITDA Deduct (add): Depreciation and amortization Restructuring, acquisition and other Finance costs Other expense Income tax expense Net income 5,887 5,857 2,585 2,618 324 849 2 569 185 881 1 580 1,558 1,592 1 (1) 75 (4) 100 (2) (2) ADJUSTED EBITDA See “Key Changes in Financial Results Year Over Year” for a discussion of the increase in adjusted EBITDA this year. DEPRECIATION AND AMORTIZATION Years ended December 31 (In millions of dollars) 2021 2020 % Chg Depreciation of property, plant and equipment Depreciation of right-of-use assets Amortization 2,322 246 17 2,390 217 11 Total depreciation and amortization 2,585 2,618 (3) 13 55 (1) Total depreciation and amortization decreased this year, primarily as a result of certain assets becoming fully amortized, partially offset by, of the cumulative impact of increasing capital expenditures and additions to right-of-use assets over the past several years. See “Capital Expenditures” for more information. RESTRUCTURING, ACQUISITION AND OTHER During the year ended December 31, 2021, we incurred $324 million (2020 – $185 million) in restructuring, acquisition and other expenses, which included $137 million (2020 – nil) of certain costs relating to the Transaction, including certain costs related to the committed credit facility and other costs incurred directly related to the Transaction. The remaining costs in 2021 were primarily severance costs associated with the targeted restructuring of our employee base, certain contract termination costs, incremental, temporary costs incurred in response to COVID-19, and other costs. In 2020, these costs were primarily incremental, temporary employee compensation and other costs incurred in response to COVID-19 as well as severance costs associated with the targeted restructuring of our employee base. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 37 MANAGEMENT’S DISCUSSION AND ANALYSIS INCOME TAX EXPENSE Below is a summary of the difference between income tax expense computed by applying the statutory income tax rate to income before income tax expense and the actual income tax expense for the year. ADJUSTED NET INCOME Adjusted net income was 5% higher compared to 2020, primarily as a result of higher adjusted EBITDA, lower depreciation and amortization, and lower finance costs, partially offset by higher income tax expense. (In millions of dollars, except tax rates) 2021 2020 Years ended December 31 (In millions of dollars, except per share amounts) Statutory income tax rate Income before income tax expense 26.5% 2,127 26.6% 2,172 Adjusted EBITDA Deduct (add): Years ended December 31 2021 2020 % Chg 5,887 5,857 1 Computed income tax expense Increase (decrease) in income tax expense resulting from: Non-deductible stock-based compensation Non-deductible portion of equity losses Income tax adjustment, legislative tax change Non-taxable income from security investments Other items Total income tax expense Effective income tax rate Cash income taxes paid (1) (4) 100 3 5 4 5 564 578 Depreciation and amortization Finance costs Other expense Income tax expense 1 – Adjusted net income 2,585 849 2 648 2,618 881 1 632 1,803 1,725 1 12 – (11) 3 569 26.8% 700 26.7% 418 10 (3) (10) 5 580 Adjusted basic earnings per share Adjusted diluted earnings per share $ 3.57 $ 3.42 $ 3.56 $ 3.40 1 Income tax expense above excludes a $79 million recovery (2020 – $52 million recovery) for the year ended December 31, 2021 related to the income tax impact for adjusted items. EMPLOYEES Employee salaries and benefits represent a material portion of our expenses. As at December 31, 2021, we had approximately 23,000 employees (2020 – 24,000) across all of our operating groups, including shared services and the corporate office. Total salaries and benefits for full-time and part-time employees in 2021 were $2,181 million (2020 – $1,847 million). Our effective income tax rate this year was 26.8% compared to 26.7% for 2020. The effective income tax rate for 2021 and 2020 approximated the statutory income tax rate. Cash income taxes paid increased this year primarily as a result of the timing of installment payments. Our transition to a device financing business model in 2020 resulted in earlier recognition of equipment revenue for income tax purposes. As a result, our cash income taxes for 2021 increased by approximately $300 million, reflecting our final 2020 tax installment. NET INCOME Net income was 2% lower than last year. See “Key Changes in Financial Results Year Over Year” for more information. (In millions of dollars, except per share amounts) Net income Basic earnings per share Diluted earnings per share Years ended December 31 2021 2020 % Chg 1,558 1,592 $ 3.09 $ 3.15 $ 3.07 $ 3.13 (2) (2) (2) 38 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT 2020 FULL-YEAR RESULTS COMPARED TO 2019 (In millions of dollars, except margins) 2020 2019 % Chg Years ended December 31 Revenue Wireless Cable Media Corporate items and 8,530 3,946 1,606 9,250 3,954 2,072 (8) – (22) intercompany eliminations (166) (203) (18) Revenue Total service revenue Adjusted EBITDA Wireless Cable Media Corporate items and 13,916 15,073 11,955 12,965 4,067 1,935 51 4,345 1,919 140 (8) (8) (6) 1 (64) intercompany eliminations (196) (192) 2 Adjusted EBITDA Adjusted EBITDA margin Net income Adjusted net income 5,857 (6) 6,212 42.1% 41.2% 0.9 pts 1,592 1,725 2,043 2,135 (22) (19) M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S Revenue Consolidated revenue decreased in 2020, reflecting a revenue decline of 8% in Wireless and decline of 22% in Media. Wireless service revenue decreased as a result of lower roaming revenue due to global travel restrictions during COVID-19 and lower overage revenue as a result of the continued adoption of our Rogers Infinite unlimited data plans. Cable revenue was in line with 2019. Media revenue decreased by 22% as a result of lower sports- related revenues, including at the Toronto Blue Jays, due to the impact of COVID-19, the suspension of major sports leagues from mid-March until the third quarter, and the postponed start of the 2020-2021 NHL and NBA seasons, which traditionally start early in the fourth quarter, as well as lower advertising revenue related to softness in the advertising market, partially offset by higher revenues at Today’s Shopping Choice. Adjusted EBITDA Consolidated adjusted EBITDA decreased to $5,857 million, reflecting decreases in Wireless and Media, partially offset by an increase in Cable. in 2020 Wireless adjusted EBITDA decreased 6% as a result of the decrease in service revenue as discussed above, partially offset by the shift to device improved the Wireless equipment margin, and various cost efficiencies and productivity initiatives. financing, which significantly Cable adjusted EBITDA increased by 1% in 2020 as a result of various cost efficiencies. Media adjusted EBITDA decreased 64% primarily as a result of decreased revenue as discussed above, partially offset by lower sports-related costs due to the suspension of major sports leagues from mid-March until the third quarter and the postponed start of the 2020-2021 NHL and NBA seasons. Net income and adjusted net income Net income and adjusted net income both decreased in 2020 primarily as a result of lower adjusted EBITDA. Net income decreased to $1,592 million in 2020 from $2,043 million in 2019 and adjusted net income decreased to $1,725 million in 2020 from $2,135 million in 2019. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 39 MANAGEMENT’S DISCUSSION AND ANALYSIS QUARTERLY RESULTS Below is a summary of our quarterly consolidated financial results and key performance indicators for 2021 and 2020. QUARTERLY CONSOLIDATED FINANCIAL SUMMARY (In millions of dollars, except per share amounts) Full Year Q4 Q3 Q2 Q1 Full Year Q4 Q3 Q2 Q1 2021 2020 Revenue Wireless Cable Media Corporate items and intercompany eliminations 8,768 2,415 2,215 2,064 2,074 4,072 1,023 1,016 1,013 1,020 440 473 1,975 (46) (38) (160) 546 (41) 516 (35) 8,530 2,291 2,228 1,934 2,077 973 988 3,946 1,019 412 489 409 1,606 (46) (40) (39) (166) 966 296 (41) Total revenue Total service revenue 14,655 3,919 3,666 3,582 3,488 12,533 3,232 3,149 3,131 3,021 13,916 3,680 3,665 3,155 3,416 11,955 3,023 3,086 2,797 3,049 Adjusted EBITDA Wireless Cable Media Corporate items and intercompany eliminations Adjusted EBITDA Deduct (add): Depreciation and amortization Restructuring, acquisition and other Finance costs Other expense (income) Net income before income tax expense Income tax expense Net income Earnings per share: Basic Diluted Net income Add (deduct): 4,214 1,086 1,107 1,008 1,013 487 516 2,013 (59) 33 (127) (50) (56) (213) 492 (75) (51) 518 (26) (56) 4,067 1,034 1,089 508 520 1,935 89 82 51 (48) (46) (196) 918 1,026 453 454 (85) (35) (59) (43) 5,887 1,522 1,600 1,374 1,391 5,857 1,590 1,638 1,294 1,335 2,585 324 849 2 2,127 569 1,558 658 101 218 (12) 557 152 405 642 63 207 20 668 178 490 647 115 206 (7) 413 111 302 638 45 218 1 489 128 361 2,618 185 881 1 2,172 580 1,592 666 73 228 2 621 172 449 663 49 219 6 701 189 512 650 42 214 7 381 102 279 639 21 220 (14) 469 117 352 $ 3.09 $ 0.80 $ 0.97 $ 0.60 $ 0.71 $ 3.07 $ 0.80 $ 0.94 $ 0.60 $ 0.70 $ 3.15 $ 0.89 $ 1.01 $ 0.55 $ 0.70 $ 3.13 $ 0.89 $ 1.01 $ 0.54 $ 0.68 1,558 405 490 302 361 1,592 449 512 279 352 Restructuring, acquisition and other Income tax impact of above items 324 (79) 101 (20) 63 (17) 115 (30) 45 (12) 185 (52) 73 (22) 49 (13) 42 (11) 21 (6) Adjusted net income 1,803 486 536 387 394 1,725 500 548 310 367 $ 3.57 $ 0.96 $ 1.06 $ 0.77 $ 0.78 $ 3.42 $ 0.99 $ 1.09 $ 0.61 $ 0.73 $ 3.56 $ 0.96 $ 1.03 $ 0.76 $ 0.77 $ 3.40 $ 0.99 $ 1.08 $ 0.60 $ 0.71 593 959 462 2,788 719 4,161 1,147 1,319 1,016 302 1,671 504 559 986 1,429 468 868 2,312 4,321 2,366 484 679 394 656 947 568 507 739 846 468 Adjusted earnings per share: Basic Diluted Capital expenditures Cash provided by operating activities Free cash flow 40 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S FOURTH QUARTER 2021 RESULTS Results commentary in “Fourth Quarter 2021 Results” compares the fourth quarter of 2021 with the fourth quarter of 2020. Revenue Total revenue and total service revenue increased by 6% and 7%, respectively, in the fourth quarter, driven by revenue growth in our Wireless and Media businesses. Wireless service revenue increased by 6% in the fourth quarter, mainly as a result of larger postpaid subscriber base and higher roaming revenue, as COVID-19-related global travel restrictions were generally less strict than last year. Wireless equipment revenue increased by 4%, as a result of higher device upgrades by existing subscribers, and higher gross additions, partially offset by increased promotional activity during key selling periods. roaming revenue. In Media, major professional sports leagues postponed their 2019-20 seasons between March and July 2020 and recommenced with contracted seasons from July to September 2020. The NBA and NHL also postponed and condensed their 2020-21 seasons to late December 2020 and early January 2021, respectively. These changes caused sports-related revenue and expenses, such as programming rights amortization, to be recognized at different points in time than is typical. Furthermore, the effect of the Toronto Blue Jays being able to allow limited game-day attendance this year and play a full season compared to the stricter public health restrictions in the prior year has resulted in increased revenue and operating expenses this year. We expect COVID-19 will continue to affect our operating results in 2022 and there is continued uncertainty surrounding the duration and potential outcomes of COVID-19. Cable revenue was stable in the fourth quarter, primarily as a result of the movement of Internet customers to higher speed and usage tiers in our Ignite Internet offerings and the increases in our Internet and Ignite TV subscriber bases, offset by declines in our legacy television and home phone subscriber bases. Fluctuations in net income from quarter to quarter can also be attributed to losses on the repayment of debt, foreign exchange gains or losses, changes in the fair value of derivative instruments, other income and expenses, restructuring, acquisition and other costs, impairment of assets, and changes in income tax expense. Media revenue increased by 26% in the fourth quarter, primarily as 2020 was impacted by the postponement of the start of the 2020­ 2021 NHL and NBA seasons. Adjusted EBITDA and margins Consolidated adjusted EBITDA decreased 4% in the fourth quarter and our adjusted EBITDA margin decreased by 440 basis points driven by the impact of Media. Wireless Trends affecting both Wireless revenue and adjusted EBITDA reflect: • the growing number of wireless subscribers; • greater usage of wireless data; • higher wireless equipment revenue as more consumers shift to financing higher-value devices, along with ongoing disciplined promotional activity; and Wireless adjusted EBITDA increased by 5%, primarily as a result of the flow-through of revenue growth. This gave rise to a Wireless adjusted EBITDA service margin of 62.6%. • decreasing postpaid churn, which we believe is beginning to reflect the realization of our enhanced customer service efforts; partially offset by Cable adjusted EBITDA was in line with last year, resulting in a Cable adjusted EBITDA margin of 50.6% in the fourth quarter. Media adjusted EBITDA decreased by $108 million in the fourth quarter, primarily due to higher sports programming and production costs as a result of the postponement of the start of the 2020-2021 NHL and NBA seasons, partially offset by higher revenue as discussed above. Net income and adjusted net income Net income and adjusted net income decreased in the fourth quarter by 10% and 3%, respectively, primarily as a result of lower adjusted EBITDA. QUARTERLY TRENDS AND SEASONALITY Our operating results generally vary from quarter to quarter as a result of changes in general economic conditions and seasonal fluctuations, among other things, in each of our reportable segments. This means our results in one quarter are not necessarily indicative of how we will perform in a future quarter. Wireless, Cable, and Media each have unique seasonal aspects to, and certain other historical trends in, their businesses. COVID-19 significantly affected our operating results in 2020 and 2021 in addition to the typical seasonal fluctuations in our business that are described below. In Wireless, the decline in customer travel due to global travel restrictions resulted in lower-than-pre-pandemic • lower overage revenue as customers continue to adopt our unlimited data plans. Additional trends affecting Wireless adjusted EBITDA reflect higher costs related to the increasing number of subscribers. We continue to target organic growth in higher-value postpaid subscribers, reflected in the increasing proportion of postpaid subscribers relative to prepaid subscribers. Prepaid plans are evolving to have properties similar to those of traditional postpaid plans. We believe this evolution provides consumers with greater choice of subscribing to a postpaid or prepaid service plan. Growth in our customer base over time has resulted in higher costs for customer service, retention, credit, and collection; however, most of the cost increases have been offset by gains in operating efficiencies. Wireless operating results are influenced by the timing of our marketing and promotional expenditures and higher levels of subscriber additions, resulting in higher subscriber acquisition- and activation-related expenses, typically in the third and fourth quarters. Conversely, periods with higher activity may adversely impact subscriber churn metrics as a result of heightened fourth quarters typically competitive activity. The third and experience higher volumes of activity as a result of “back to school” and holiday season-related consumer behaviour. Aggressive promotional offers are often advertised during these periods and also contribute to the impact on subscriber metrics. In contrast, we 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 41 MANAGEMENT’S DISCUSSION AND ANALYSIS typically see lower subscriber additions in the first quarter of the year. The launch of popular new wireless device models can also affect the level of subscriber activity. Highly anticipated device launches typically occur in the spring and fall seasons of each year. Wireless roaming revenue is dependent on customer travel volumes and timing, which is affected by the foreign exchange rate of the Canadian dollar and general economic conditions. Cable Trends affecting Cable service revenue primarily reflect: • higher Internet subscription fees as customers increasingly upgrade to higher-tier speed plans, including those with unlimited usage; • customers adopting Ignite TV; • general service pricing increases; and • the shift of business customers from lower-margin, off-net legacy long distance and data services to higher-margin, next- generation services and data centre businesses; partially offset by • competitive losses of legacy Television and Phone subscribers; • Television subscribers downgrading their service plans; and • lower additional usage of our products and services as service plans are increasingly bundling more features, such as unlimited usage or a greater number of TV channels. Trends affecting Cable adjusted EBITDA primarily reflect: • higher Internet operating margins, as a result of the shift from conventional Television to Internet services; and • the shift to a self-install model for most of our Cable products; partially offset by • higher premium supplier fees in Television as a result of bundling more value-added offerings into our Cable products. Cable’s operating results are affected by modest seasonal fluctuations in subscriber additions and disconnections, typically caused by: • university and college students who live in residence moving out early in the second quarter and cancelling their service as well as students moving in late in the third quarter and signing up for cable service; • individuals temporarily suspending service for extended vacations or seasonal relocations; • the timing of service pricing changes; and • the focused marketing we generally conduct in our fourth quarter. Cable operating results are also influenced by trends in cord shaving and cord cutting, which has resulted in fewer subscribers watching traditional cable television, as well as a lower number of Television subscribers. In addition, trends in the use of wireless products and Internet or social media as substitutes for traditional home phone products have resulted in fewer Phone subscribers. Cable results from our business customers do not generally have any unique seasonal aspects. Media Trends affecting Media revenue and adjusted EBITDA are generally the result of: • fluctuations in advertising and consumer market conditions; • subscriber rate increases; • higher sports and rights costs, including increases as we move further along in our NHL Agreement; • general cord shaving and cord cutting by television subscribers regardless of service provider; and • continual investment in primetime and specialty programming relating to both our broadcast networks (such as Citytv) and our specialty channels (such as FX (Canada)). Seasonal fluctuations relate to: • periods of increased consumer activity and their impact on advertising and related retail cycles, which tend to be most active in the fourth quarter due to holiday spending and slower in the first quarter; • the MLB season, where: • games played are concentrated in the spring, summer, and fall months (generally the second and third quarters of the year); • revenue related to game day ticket sales, merchandise sales, and advertising are concentrated in the spring, summer, and fall months (generally the second and third quarters of the year), with postseason games commanding a premium in advertising revenue and additional revenue from game day ticket sales and merchandise sales, if and when the Toronto Blue Jays play in the postseason (in the fourth quarter of the year); and • programming and production costs and player payroll are expensed based on the number of games aired or played, as applicable; and • the NHL season, where: • regular season games are concentrated in the fall and winter months (generally the first and fourth quarters of the year) and playoff games are concentrated in the spring months (generally the second quarter of the year). We expect a correlation between the quality of revenue and earnings and the extent of Canadian teams’ presence during the playoffs; • programming and production costs are expensed based on the timing of when the rights are aired or are expected to be consumed; and • advertising revenue and programming expenses are concentrated in the fall, winter, and spring months, with playoff games commanding a premium in advertising revenue. Other expenses Depreciation and amortization trails capital expenditures and, in recent years, has been trending upward as a result of an increase in our general depreciable asset base, related significantly to the ongoing expansions of our wireless and cable networks. The increasing trend is a direct result of increasing capital expenditures in previous years as we worked to upgrade our wireless network for the launch of 5G services and roll out Ignite TV, Ignite Gigabit Internet, and 4K TV to our Cable footprint. We expect future depreciation and amortization to align with ongoing capital expenditures and additions to right-of-use assets. 42 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S OVERVIEW OF FINANCIAL POSITION CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As at December 31 (In millions of dollars) Assets Current assets: Cash and cash equivalents Accounts receivable Inventories 2021 2020 $ Chg % Chg Explanation of significant changes Current portion of contract assets Other current assets Current portion of derivative instruments 115 497 120 533 516 61 (418) (19) 59 715 2,484 (1,769) 991 56 3,847 2,856 479 535 (71) See “Managing our Liquidity and Financial Resources”. 35 12 Reflects an increase in Wireless devices to mitigate the risk of the COVID-19 Primarily reflects the increase in financing receivables. impact on supply chains. (78) Reflects our transition of consumer offerings to device financing agreements. (4) n/m 97 Primarily reflects changes in the market value of certain interest rate derivatives as a result of changes in the interest rate environment. Total current assets Property, plant and equipment 5,829 6,929 (1,100) 648 14,666 14,018 (16) 5 Intangible assets Investments Derivative instruments 12,281 8,926 3,355 (43) 53 2,493 2,536 1,431 1,378 38 (2) n/m 4 Primarily reflects capital expenditures and additions to right-of-use assets partially offset by depreciation expense. Primarily reflects the acquisition of 3500 MHz spectrum licences. Primarily reflects changes in the market values of certain debt derivatives as a result of changes in the interest rate environment. Financing receivables 854 748 106 14 Reflects our continued transition of consumer offerings to device financing Other long-term assets Goodwill Total assets Liabilities and shareholders’ equity Current liabilities: Short-term borrowings 385 346 4,024 3,973 39 51 41,963 38,854 3,109 11 1 8 agreements. n/m n/m 2,200 1,221 979 80 Reflects an increase in borrowings under our receivables securitization program, US CP program, and non-revolving credit facilities. Accounts payable and accrued liabilities Income tax payable 3,416 2,714 344 115 702 (229) 26 Reflects increased spending as the economy recovered from COVID-19. (67) Reflects a decrease in taxes owed as a result of the final 2020 installment Other current liabilities 607 243 364 150 Contract liabilities Current portion of long-term debt 394 336 1,551 1,450 58 101 Current portion of lease liabilities 336 278 58 Total current liabilities Provisions Long-term debt 8,619 6,586 2,033 8 386 42 17,137 16,751 50 Lease liabilities Other long-term liabilities 1,621 1,557 565 1,149 64 (584) Deferred tax liabilities 3,439 3,196 243 Total liabilities Shareholders’ equity 31,431 29,281 2,150 959 10,532 9,573 payment. Primarily reflects changes in the market value of certain interest rate derivatives as a result of changes in the interest rate environment. n/m 17 7 Reflects the reclassifications to current of our US$750 million senior notes due March 2022 and our $600 million senior notes due June 2022, including the impact of foreign exchange on the US dollar-denominated debt, partially offset by the repayment of $1,450 million senior notes in March 2021. 21 Reflects liabilities related to the current portion of new leases entered. 31 19 n/m 2 Reflects the issuance of our $2 billion subordinated notes, partially offset by reclassifications to current of our US$750 million senior notes due March 2022 and our $600 million senior notes due June 2022. 4 Reflects liabilities related to new leases entered. (51) Primarily reflects changes in market values of certain debt derivatives as a result of changes in the Canadian and US interest rate environment. Primarily reflects an increase in temporary differences between the accounting and tax bases for certain assets and liabilities. 8 7 10 Reflects changes in retained earnings and equity reserves. Total liabilities and shareholders’ equity 41,963 38,854 3,109 8 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 43 MANAGEMENT’S DISCUSSION AND ANALYSIS Managing our Liquidity and Financial Resources SOURCES AND USES OF CASH OPERATING, INVESTING, AND FINANCING ACTIVITIES (In millions of dollars) Cash provided by operating activities before changes in net operating assets and liabilities, income taxes paid, Years ended December 31 2021 2020 and interest paid Change in net operating assets and liabilities Income taxes paid Interest paid Cash provided by operating activities Investing activities: Capital expenditures Additions to program rights Changes in non-cash working capital related to capital expenditures and intangible assets Acquisitions and other strategic transactions, net of cash acquired Other Cash used in investing activities Financing activities: Net proceeds received from (repayment of) short-term borrowings Net issuance of long-term debt Net (payments) proceeds on settlement of debt derivatives and forward contracts Transaction costs incurred Principal payments of lease liabilities Dividends paid 5,626 37 (700) (802) 5,880 (333) (418) (808) 4,161 4,321 (2,788) (54) 67 (3,404) 46 (2,312) (57) (37) (103) (49) (6,133) (2,558) 971 550 (8) (31) (269) (1,010) 203 (1,769) 2,484 715 (1,146) 2,540 80 (23) (213) (1,011) 227 1,990 494 2,484 Cash provided by financing activities Change in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year OPERATING ACTIVITIES The 4% decrease in cash provided by operating activities this year was primarily affected by higher income taxes paid. INVESTING ACTIVITIES Capital expenditures We spent $2,788 million this year on property, plant and equipment before related changes in non-cash working capital items, which was 21% higher than 2020. See “Capital Expenditures” for more information. Acquisitions and other strategic transactions This year, we paid $3.3 billion for the acquisition of 3500 MHz spectrum licences. We also made four individually immaterial acquisitions complementary to our existing lines of business in Cable and Media. 44 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT FINANCING ACTIVITIES This year, we received net amounts of $1,482 million (2020 – received net amounts of $1,451 million) on our short-term long-term debt, and related derivatives, net of borrowings, transaction costs. See “Financial Risk Management” for more information on the cash flows relating to our derivative instruments. Short-term borrowings Our short-term borrowings consist of amounts outstanding under our receivables securitization program, our short-term non-revolving credit facilities, and our US CP program. Below is a summary of our short-term borrowings as at December 31, 2021 and 2020. Years ended December 31 (In millions of dollars) Receivables securitization program US commercial paper program (net of the discount on issuance) Non-revolving credit facility borrowings 2021 800 893 507 2020 650 571 – Total short-term borrowings 2,200 1,221 The table below summarizes the activity relating to our short-term borrowings for the years ended December 31, 2021 and 2020. (In millions of dollars, except exchange rates) Proceeds received from receivables securitization Net proceeds received from receivables securitization Proceeds received from US commercial paper Repayment of US commercial paper Net proceeds received from (repayment of) US commercial paper Proceeds received from non-revolving credit facilities (US$) Repayment of non-revolving credit facilities (US$) 1,200 (800) 1.253 1.254 2,568 (2,314) 1.260 1.259 Net proceeds received from non-revolving credit facilities Net proceeds received from (repayment of) short-term borrowings We have a US CP program that allows us to issue up to a maximum aggregate principal amount of US$1.5 billion. Funds can be borrowed under this program with terms to maturity ranging from 1 to 397 days, subject to ongoing market conditions. Any issuances made under the US CP program will be issued at a discount. The obligations of RCI under the US CP program are unsecured and guaranteed by RCCI, and rank equally in right of payment with all our senior notes and debentures. See “Financial Condition” for more information. Concurrent with our US CP issuances and non-revolving credit facility borrowings, we entered into debt derivatives to hedge the foreign currency risk associated with the principal and interest components of the borrowings. See “Financial Risk Management” for more information. In June 2021, we entered into non-revolving credit facilities with an aggregate limit of US$1.6 billion that mature in June 2022. Any borrowings under these facilities will be recorded as short-term borrowings as they will be due within 12 months. Borrowings under the facilities are unsecured, guaranteed by RCCI, and rank equally in right of payment with all of our senior notes and debentures. In M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S Year ended December 31, 2021 Year ended December 31, 2020 Notional (US$) Exchange rate Notional (Cdn$) Notional (US$) Exchange rate Notional (Cdn$) 150 150 3,235 (2,914) 321 1,503 (1,003) 500 971 3,316 (4,098) 1.329 1.355 – – – – – – 4,406 (5,552) (1,146) – – – (1,146) December 2021, we terminated the undrawn non-revolving credit facilities with an aggregate limit of US$1.2 billion. In February 2022, we repaid the outstanding US$400 million and terminated the facility. including, without In March 2021, in connection with the Transaction, we entered into a binding commitment letter for a committed credit facility with a syndicate of banks in an amount up to $19 billion. The commitment remains subject to the satisfaction of conditions to effectiveness and drawing, limitation, the in completion of credit documentation respect of such the Transaction. The the completion of commitment and committed facility cannot be drawn upon until the closing date of the Transaction. It is only available to be drawn to fund part of the acquisition cost of the Transaction and to pay fees and expenses related to the Transaction. If drawn, any drawings must be repaid within 364 days. If undrawn, the facility terminates on the closing date of the acquisition. As a result of entering into the Shaw term loan facility (see “Long-term debt” below), the maximum amount we can draw on this committed facility decreased to $13 billion. Long-term debt Our long-term debt consists of amounts outstanding under our bank and letter of credit facilities and the senior notes, debentures, and subordinated notes we have issued. The tables below summarize the activity relating to our long-term debt for the years ended December 31, 2021 and 2020. (In millions of dollars, except exchange rates) Credit facility borrowings (US$) Credit facility repayments (US$) Net borrowings under credit facilities Senior note issuances (Cdn$) Senior note issuances (US$) Total senior note issuances Senior note repayments (Cdn$) Net (repayment) issuance of senior notes Subordinated note issuances (Cdn$) Net issuance of long-term debt Year ended December 31, 2021 Year ended December 31, 2020 Notional (US$) Exchange rate Notional (Cdn$) Notional (US$) Exchange rate Notional (Cdn$) – – – – – – – – – – – – (1,450) (1,450) 2,000 550 970 (970) 1.428 1.406 1,385 (1,364) 750 1.359 21 1,500 1,019 2,519 – 2,519 – 2,540 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 45 MANAGEMENT’S DISCUSSION AND ANALYSIS (In millions of dollars) Long-term debt net of transaction costs, beginning of year Net issuance of long-term debt Gain on foreign exchange Deferred transaction costs incurred Amortization of deferred transaction costs Long-term debt net of transaction costs, end of year Years ended December 31 2021 2020 18,201 550 (50) (31) 18 15,967 2,540 (297) (23) 14 18,688 18,201 The revolving credit facility is unsecured, guaranteed by RCCI, and ranks equally with all of our senior notes and debentures. over the bank prime rate or base rate, or 0.65% to 2.25% over the bankers’ acceptance rate or London Inter-Bank Offered Rate. In April 2021, we entered into a $6 billion Shaw term loan facility consisting of three tranches of $2 billion each. The facility cannot be drawn upon until the closing date of the Transaction. The first tranche matures three years after the Transaction closing date and subsequent tranches mature in years four and five thereafter, respectively. At tranche maturity, any outstanding borrowings under that tranche must be repaid. The interest rate charged on borrowings from the Shaw term loan facility ranges from nil to 1.25% per annum In April 2021, we amended our revolving credit facility to, among other things, increase the total credit limit and extend the maturity dates. We increased the total credit limit from $3.2 billion to $4 billion by increasing the limits of the two tranches to $3 billion and $1 billion (from $2.5 billion and $700 million), respectively. We also extended the maturity date of the $3 billion tranche from September 2023 to April 2026 and the $1 billion tranche from September 2022 to April 2024. Issuance of senior and subordinated notes and related debt derivatives Below is a summary of the senior and subordinated notes that we issued in 2021 and 2020. In 2021, the proceeds were used to partially fund the purchase of 3500 MHz spectrum licences. In 2020, the proceeds were used to repay outstanding US CP and bank credit facility borrowings, and for general corporate purposes. (In millions of dollars, except interest rates and discounts) Date issued 2021 issuance December 17, 2021 (subordinated) 3 2020 issuances March 31, 2020 (senior) June 22, 2020 (senior) Principal amount Due date Interest rate Discount/ premium at issuance Total gross proceeds 1 (Cdn$) Transaction costs and discounts 2 (Cdn$) 2,000 2081 5.000% At par 2,000 1,500 US 750 2027 3.650% 2022 USD LIBOR + 0.60% 99.511% At par 1,500 1,019 20 16 5 1 Gross proceeds before transaction costs, discounts, and premiums. 2 Transaction costs, discounts, and premiums are included as deferred transaction costs and discounts in the carrying value of the long-term debt, and recognized in net income using the effective interest method. 3 Deferred transaction costs and discounts in the carrying value of the subordinated notes are recognized in net income using the effective interest method over a five-year period. The US dollar-denominated senior notes issued in 2020 were issued pursuant to a public offering in the US. The Canadian dollar- denominated senior notes issued in 2020 were issued pursuant to a public offering in Canada. Concurrent with the US dollar-denominated issuances, we entered into debt derivatives to convert all interest and principal payment obligations on the senior notes to Canadian dollars at a fixed interest for more information. rate. See “Financial Risk Management” The issued senior notes are unsecured and guaranteed by RCCI, ranking equally with all of our other unsecured senior notes and debentures, bank credit facilities, and letter of credit facilities. In December 2021, we issued $2 billion subordinated notes due 2081 with an initial coupon of 5% for the first five years. Concurrently, we terminated the $750 million bond forwards entered into in July 2021 to hedge the interest rate risk associated with future debt issuances. We used the proceeds to partially fund the remaining payment required to obtain the 3500 MHz spectrum licences. In February 2022, we issued US$750 million subordinated notes due 2082 with an initial coupon of 5.25% for the first five years. Concurrently, we terminated $950 million of interest rate derivatives entered into in 2021 to hedge the interest rate risk associated with future debt issuances. We received net proceeds of US$740 million ($938 million) from the issuance. Each of the subordinated notes can be redeemed at par on their respective five-year anniversary or on any subsequent interest payment date. The subordinated notes are unsecured and subordinated obligations of RCI. Payment on these notes will, under certain circumstances, be subordinated to the prior payment in full of all of our senior indebtedness, including our senior notes, debentures, and bank credit facilities. In addition, upon the occurrence of certain events involving a bankruptcy or insolvency of RCI, the outstanding principal and interest of such subordinated notes would automatically convert into preferred shares. We understand that S&P Global Ratings Services (S&P), Moody’s Investors Service (Moody’s), and Fitch Ratings (Fitch) will only include 50% of the outstanding principal amount of these subordinated notes in their leverage ratio calculation for at least the first five years after their issuance. 46 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT In connection with these issuances, the Board approved the creation of new Series I and Series II preferred shares, respectively. Series I and Series II have been authorized for up to 3.3 million and 1.4 million preferred shares, respectively, have no voting rights, have par values of $1,000 per share, and will be issued automatically upon the occurrence of certain events involving a bankruptcy or insolvency of RCI to holders of the respective subordinated notes. US Securities and Exchange Commission) qualifies the public offering of up to US$4 billion of our debt securities in the United States and Ontario (US Shelf). Both the Canadian Shelf and the US Shelf expire in May 2022. We have issued nil under the Canadian Shelf and an aggregate of US$750 million of securities under the US Shelf. The subordinated notes we issued in December 2021 and February 2022 were not issued under the Canadian Shelf or US Shelf, respectively. Repayment of senior notes and related derivative settlements During the year ended December 31, 2021, we repaid the entire outstanding principal amount of our $1.45 billion 5.34% senior notes at maturity. There were no derivatives associated with these senior notes. We did not repay any senior notes or settle any related debt derivatives during the year ended December 31, 2020. Dividends In 2021, we declared and paid dividends on each of RCI’s outstanding Class A Shares and Class B Non-Voting Shares. We paid $1,010 million in cash dividends. See “Dividends and Share Information” for more information. FREE CASH FLOW (In millions of dollars) Adjusted EBITDA Deduct (add): Capital expenditures 1 Interest on borrowings, net of capitalized interest Cash income taxes 2 Free cash flow Years ended December 31 2021 2020 % Chg 5,887 5,857 2,788 2,312 728 700 761 418 1,671 2,366 1 21 (4) 67 (29) M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S Shelf prospectuses We have two shelf prospectuses that qualify the offering of debt securities from time to time. One shelf prospectus qualifies the public offering of up to $4 billion of our debt securities in each of the provinces of Canada (Canadian Shelf) and the other shelf prospectus (together with a corresponding registration statement filed with the FINANCIAL CONDITION 1 Includes additions to property, plant and equipment net of proceeds on disposition, but does not include expenditures for spectrum licences or additions to right-of-use assets. 2 Cash income taxes are net of refunds received. The 29% decrease in free cash flow this year was primarily a result of higher cash income taxes due to our transition to a device financing business model and higher capital expenditures. AVAILABLE LIQUIDITY Below is a summary of our total available liquidity from our cash and cash equivalents, bank credit facilities, letters of credit facilities, and short-term borrowings. As at December 31, 2021 (In millions of dollars) Cash and cash equivalents Bank credit facilities 2: Revolving Non-revolving Outstanding letters of credit Receivables securitization 2 Total Total sources Drawn Letters of credit US CP program 1 Net available 715 4,000 507 72 1,200 6,494 – – 507 – 800 1,307 – 8 – 72 – 80 – 894 – – – 894 715 3,098 – – 400 4,213 1 The US CP program amounts are gross of the discount on issuance. 2 The total liquidity sources under our bank credit facilities and receivables securitization represents the total credit limits per the relevant agreements. The amount drawn and letters of credit are currently outstanding under those agreements. The US CP program amount represents our currently outstanding US CP borrowings that are backstopped by our revolving credit facility. As at December 31, 2020 (In millions of dollars) Cash and cash equivalents Bank credit facilities 2: Revolving Outstanding letters of credit Receivables securitization 2 Total Total sources Drawn Letters of credit US CP program 1 Net available 2,484 3,200 101 1,200 6,985 – – – 650 650 – 8 101 – 109 – 573 – – 573 2,484 2,619 – 550 5,653 1 The US CP program amounts are gross of the discount on issuance. 2 The total liquidity sources under our bank credit facilities and receivables securitization represents the total credit limits per the relevant agreements. The amount drawn and letters of credit are currently outstanding under those agreements. The US CP program amount represents our currently outstanding US CP borrowings that are backstopped by our revolving credit facility. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 47 MANAGEMENT’S DISCUSSION AND ANALYSIS Subsequent to the final payment for the 3500 MHz spectrum licence acquisition in December 2021, we cancelled $360 million of letters of credit and US$1.2 billion of non-revolving credit facilities, which reduced total liquidity sources to $6.5 billion as at December 31, 2021. In addition to the sources of available liquidity noted above, we held $1,581 million of marketable securities in publicly traded companies as at December 31, 2021 (2020 – $1,535 million). Weighted average cost of borrowings Our borrowings had a weighted average cost of 3.95% as at December 31, 2021 (2020 – 4.09%) and a weighted average term to maturity of 11.6 years (2020 – 12.8 years). These figures reflect the repayment of our subordinated notes on the five-year anniversary. in “Sources and Uses of Cash” COVENANTS The provisions of our $4.0 billion revolving bank credit facility impose certain described restrictions on our operations and activities, the most significant of which are leverage-related maintenance tests. As at December 31, 2021 and 2020, we were in compliance with all financial covenants, financial ratios, and all of the terms and conditions of our debt agreements. Throughout 2021, these covenants did not impose restrictions of any material consequence on our operations. CREDIT RATINGS Credit ratings provide an independent measure of credit quality of an issue of securities and can affect our ability to obtain short-term and long-term financing and the terms of the financing. If rating agencies lower the credit ratings on our debt, particularly a downgrade below investment-grade, it could adversely affect our cost of financing and access to liquidity and capital. We have engaged each of S&P, Moody’s, and Fitch to rate certain of our public debt issues. Below is a summary of the credit ratings on RCI’s outstanding senior and subordinated notes and debentures (long-term) and US CP (short-term) as at December 31, 2021. Issuance S&P Moody’s Fitch Corporate credit issuer default rating Senior unsecured debt Subordinated debt US commercial paper BBB+ Rating Watch Negative Baa1 under review BBB+ Rating Watch Negative BBB+ Rating Watch Negative BBB- Credit Watch Negative A-2 Rating Watch Negative Baa1 under review Baa3 under review P-2 under review BBB+ Rating Watch Negative BBB- Rating Watch Negative N/A 1 1 We have not sought a rating from Fitch for our short-term obligations. As a result of our agreement to acquire Shaw and the related commitments in connection with the Transaction, both S&P and Fitch have placed us on credit watch with negative implications. Moody’s has placed our credit ratings on review for downgrade. We expect S&P, Moody’s, and Fitch to complete their reviews upon closing of the Transaction. See “Shaw Transaction” and “Risks and Uncertainties Affecting our Business – Shaw Transaction” for more information on our agreement with Shaw and the Transaction. Ratings for long-term debt instruments across the universe of composite rates range from AAA (S&P and Fitch) or Aaa (Moody’s), representing the highest quality of securities rated, to D (S&P), Substantial Risk (Fitch), and C (Moody’s) for the lowest quality of securities rated. Investment-grade credit ratings are generally considered to range from BBB- (S&P and Fitch) or Baa3 (Moody’s) to AAA (S&P and Fitch) or Aaa (Moody’s). Ratings for short-term debt instruments across the universe of composite rates ranges from A-1+ (S&P), F1+ (Fitch), or P-1 (Moody’s), representing the highest quality of securities rated, to C (S&P and Fitch), and not prime (Moody’s) for the lowest quality of securities rated. Investment-grade credit ratings are generally considered to be ratings of at least A-3 (S&P), F3 (Fitch), or P-3 (Moody’s) quality or higher. Credit ratings are not recommendations to purchase, hold, or sell securities, nor are they a comment on market price or investor suitability. There is no assurance that a rating will remain in effect for a given period, or that a rating will not be revised or withdrawn entirely by a rating agency if it believes circumstances warrant it. The ratings on our senior debt provided by S&P, Fitch, and Moody’s are investment-grade ratings. ADJUSTED NET DEBT AND DEBT LEVERAGE RATIO We use adjusted net debt and debt leverage ratio to conduct valuation-related analysis and make capital structure-related decisions. Adjusted net debt includes long-term debt, net debt derivative assets or liabilities, short-term borrowings, lease liabilities, and cash and cash equivalents. (In millions of dollars, except ratios) Long-term debt 1 Subordinated notes adjustment 2 Net debt derivative assets valued without any adjustment for credit risk 3 Short-term borrowings Lease liabilities Cash and cash equivalents Adjusted net debt 2,4 Divided by: trailing 12-month adjusted EBITDA Debt leverage ratio As at December 31 As at December 31 2021 18,873 (1,000) (1,278) 2,200 1,957 (715) 2020 18,373 – (1,101) 1,221 1,835 (2,484) 20,037 17,844 5,887 3.4 5,857 3.0 1 Includes current and long-term portion of long-term debt before deferred transaction costs and discounts. 2 For the purposes of calculating adjusted net debt and debt leverage ratio, we believe adjusting 50% of the value of our subordinated notes is appropriate as this methodology factors in certain circumstances with respect to priority for payment and this approach is commonly used to evaluate debt leverage by rating agencies. 3 For purposes of calculating adjusted net debt and debt leverage ratio, we believe including debt derivatives valued without adjustment for credit risk is commonly used to evaluate debt leverage and for market valuation and transactional purposes. 4 Adjusted net debt is a capital management measure. See “Non-GAAP and Other Financial Measures” for more information about this measure. 48 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT In addition, as at December 31, 2021, we held $1,581 million of marketable securities in publicly traded companies (2020 – $1,535 million). pension asset increased by $592 million primarily as a result of a net decrease in the plan obligations resulting from higher discount rates and the return earned on the plan assets. increased by $2,193 million Our adjusted net debt December 31, 2020 as a result of: • an increase in short-term borrowings from our non-revolving credit facilities, US CP program, and receivables securitization program; from • a decrease in our net cash position; and • an increase in long-term debt from subordinated note issuances. See “Overview of Financial Position” for more information. PENSION OBLIGATIONS Our defined benefit pension plans were in a net asset position of approximately $18 million as at December 31, 2021 (2020 – net liability position of $574 million). During 2021, our net deferred FINANCIAL RISK MANAGEMENT We made a total of $177 million (2020 – $150 million) of contributions to our funded defined benefit pension plans this year. We expect our total estimated funding requirements for our funded defined benefit pension plans to be $134 million in 2022 and to be adjusted annually thereafter based on various market factors, such as interest rates, expected returns, and staffing assumptions. Changes in factors such as the discount rate, participation rates, increases in compensation, and the expected return on plan assets can affect the accrued benefit obligation, pension expense, and the deficiency of plan assets over accrued obligations in the future. See “Accounting Policies” for more information. M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S We use derivative instruments from time to time to manage risks related to our business activities, summarized as follows: Derivative The risk they manage Types of derivative instruments Debt derivatives Impact of fluctuations in foreign exchange rates on principal and for US dollar- interest payments denominated senior and subordinated notes and debentures, credit facility borrowings, commercial paper borrowings, and certain lease liabilities Cross-currency interest rate exchange agreements Forward cross-currency interest rate exchange agreements Forward foreign exchange agreements Interest rate derivatives Impact of fluctuations in market interest rates on forecast interest payments for expected long-term debt Forward interest rate agreements Interest rate swap agreements Bond forwards Expenditure derivatives Impact of fluctuations in foreign exchange rates on forecast US dollar-denominated expenditures Forward foreign exchange agreements and foreign exchange option agreements Equity derivatives Impact of fluctuations in share price on stock-based compensation expense Total return swap agreements We also manage our exposure to fluctuating interest rates and we have fixed the interest rate on 89.3% (2020 – 93.6%) of our debt, including short-term borrowings, as at December 31, 2021. DEBT DERIVATIVES We use cross-currency interest rate agreements and forward foreign exchange agreements (collectively, debt derivatives) to manage risks from fluctuations in foreign exchange rates and interest rates associated with our US dollar-denominated senior notes and debentures, lease liabilities, credit facility borrowings, and US CP borrowings. We designate the debt derivatives related to our senior notes, debentures, and lease liabilities as hedges for accounting purposes against the foreign exchange risk or interest rate risk associated with specific issued and forecast debt instruments. Debt derivatives related to our credit facility and US CP borrowings have not been designated as hedges for accounting purposes. Issuance of debt derivatives related to senior notes We did not enter into any debt derivatives in 2021 on issued senior notes. We entered into US$2 billion of forward starting cross-currency swaps to hedge the foreign exchange and interest risk associated with debt instruments we expect to issue in the future related to the Transaction. These derivatives have been designated as hedges for accounting purposes. (In millions of dollars, except for coupon and interest rates) US$ Hedging effect Effective date 2020 issuances June 22, 2020 Principal/Notional amount (US$) Maturity date Coupon rate Fixed hedged (Cdn$) interest rate 1 Equivalent (Cdn$) 750 2022 USD LIBOR + 0.60% 0.955% 1,019 1 Converting from a fixed US$ coupon rate to a weighted average Cdn$ fixed rate. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 49 MANAGEMENT’S DISCUSSION AND ANALYSIS Settlement of debt derivatives related to senior notes We did not settle any debt derivatives related to senior notes during 2021 and 2020. As at December 31, 2021, we had US$9,050 million of US dollar-denominated senior notes and debentures, all of which were hedged using debt derivatives. (In millions of dollars, except exchange rates, percentages, and years) US dollar-denominated long-term debt 1 Hedged with debt derivatives Hedged exchange rate Percent hedged 2 Amount of borrowings at fixed rates 3 Total borrowings Total borrowings at fixed rates Percent of borrowings at fixed rates Weighted average interest rate on borrowings Weighted average term to maturity As at December 31 2021 2020 US$ 9,050 US$ 9,050 US$ 9,050 US$ 9,050 1.2069 100.0% 1.2069 100.0% $ $ 20,514 18,323 89.3% 3.95% 11.6 years $ $ 18,994 17,773 93.6% 4.09% 12.8 years 1 US dollar-denominated long-term debt reflects the hedged exchange rate and the hedged interest rate. 2 Pursuant to the requirements for hedge accounting under IFRS 9, Financial instruments, as at December 31, 2021 and December 31, 2020, RCI accounted for 100% of its debt derivatives related to senior notes as hedges against designated US dollar-denominated debt. As a result, as at December 31, 2021 and 2020, 100% of our US dollar- denominated senior notes and debentures are hedged for accounting and economic purposes. 3 Borrowings include long-term debt, including the impact of debt derivatives, and short-term borrowings associated with our US CP program, receivables securitization program, and non-revolving credit facilities. Debt derivatives related to credit facilities and US CP During the year, we entered into debt derivatives related to our credit facility and US CP borrowings as a result of a favourable interest rate spread obtained from borrowing funds in US dollars. We used these derivatives to offset the foreign exchange and interest rate risk on our US dollar-denominated credit facility and commercial paper borrowings. Below is a summary of the debt derivatives we entered and settled related to our credit facility borrowings and US CP program during 2021 and 2020. (In millions of dollars, except exchange rates) Credit facilities Debt derivatives entered Debt derivatives settled Net cash paid on settlement US commercial paper program Debt derivatives entered Debt derivatives settled Net cash (paid) received on settlement Year ended December 31, 2021 Year ended December 31, 2020 Notional (US$) Exchange rate Notional (Cdn$) Notional (US$) Exchange rate Notional (Cdn$) 1,200 800 1.253 1.254 2,568 2,312 1.260 1.259 1,503 1,003 (2) 3,235 2,911 (15) 970 970 1.428 1.406 3,316 4,091 1.329 1.330 1,385 1,364 (21) 4,406 5,441 101 Lease liabilities Below is a summary of the debt derivatives we entered and settled related to our outstanding lease liabilities during 2021 and 2020. (In millions of dollars, except exchange rates) Debt derivatives entered Debt derivatives settled Year ended December 31, 2021 Year ended December 31, 2020 Notional (US$) Exchange rate Notional (Cdn$) Notional (US$) Exchange rate Notional (Cdn$) 132 81 1.273 1.333 168 108 115 43 1.374 1.372 158 59 As at December 31, 2021, we had US$193 million notional amount of debt derivatives outstanding related to our outstanding lease liabilities (2020 – US$142 million) with terms to maturity ranging from January 2022 to December 2024 (2020 – January 2021 to December 2023), at an average rate of $1.301/US$ (2020 – $1.352/US$). See “Mark-to-market value” for more information about our debt derivatives. 50 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT INTEREST RATE DERIVATIVES From time to time, we use bond forward derivatives or interest rate swap derivatives (collectively, interest rate derivatives) to hedge interest rate risk on current and future debt instruments. Our interest rate derivatives are designated as hedges for accounting purposes. We have entered into interest rate swap derivatives during the year ended December 31, 2021, including: • $1,250 million bond forwards to hedge the underlying Government of Canada (GoC) interest rate risk that will form a portion of the interest rate risk associated with anticipated future debt issuances; • interest rate swap derivatives to hedge the interest rate risk on an additional $3.25 billion of debt instruments we expect to issue in the future; and • interest rate swap derivatives to hedge the interest rate risk on US$2 billion of debt instruments we expect to issue in the future. Concurrent with our issuance of $2 billion subordinated notes in December 2021, we terminated $750 million of bond forwards and received $9 million upon settlement. As at December 31, 2021, we had $500 million of bond forwards outstanding. Concurrent with our issuance of US$750 million subordinated notes in February 2022, we terminated $950 million of interest rate swap derivatives and received $33 million upon settlement. EXPENDITURE DERIVATIVES We use foreign currency derivative contracts (expenditure derivatives) to hedge the foreign exchange risk on the notional amount of certain forecast US dollar-denominated expenditures. Below is a summary of the expenditure derivatives we entered and settled to manage foreign exchange risk related to certain forecast expenditures. M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S (In millions of dollars, except exchange rates) Expenditure derivatives entered Expenditure derivatives settled Year ended December 31, 2021 Year ended December 31, 2020 Notional (US$) Exchange rate Notional (Cdn$) Notional (US$) Exchange rate Notional (Cdn$) 438 960 1.244 1.360 545 1,306 1,560 940 1.343 1.299 2,095 1,221 The expenditure derivatives noted above have been designated as hedges for accounting purposes. As at December 31, 2021, we had US$1,068 million of expenditure derivatives outstanding (2020 – US$1,590 million), at an average rate of $1.287/US$ (2020 – $1.342/US$), with terms to maturity ranging from January 2022 to December 2023 (2020 – January 2021 to December 2022). As at December 31, 2021, our outstanding expenditure derivatives maturing in 2022 are hedged at an average exchange rate of $1.292/US$. EQUITY DERIVATIVES We use stock-based compensation derivatives (equity derivatives) to hedge the market price appreciation risk of the Class B Non-Voting Shares granted under our stock-based compensation programs. As at December 31, 2021, we had equity derivatives for 5.0 million (2020 – 4.6 million) Class B Non-Voting Shares with a weighted average price of $53.10 (2020 – $51.82). These derivatives have not been designated as hedges for accounting purposes. We record changes in their fair value as a stock-based compensation expense, or offset thereto, which serves to offset a substantial portion of the impact of changes in the market price of Class B Non-Voting Shares on the accrued value of the stock-based compensation stock-based compensation programs. for our liability During the year ended December 31, 2021, we entered into 0.4 million equity derivatives (2020 – 0.3 million) with a weighted average price of $60.98 (2020 – $56.08). During the year ended December 31, 2021, we reset the weighted average price to $59.64 (2020 – $54.16) on 0.5 million (2020 – 0.5 million) equity derivatives and received net proceeds of $3 million (2020 – made net payments of $1 million). At the same time in 2021, we reset the expiry dates to April 2023 (from April 2021). Additionally, we executed extension agreements for the remainder of our equity derivative contracts under substantially the same commitment terms and conditions with revised expiry dates to April 2022 (from April 2021). 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 51 MANAGEMENT’S DISCUSSION AND ANALYSIS MARK-TO-MARKET VALUE We record our derivatives using an estimated credit-adjusted, mark-to-market valuation, calculated in accordance with IFRS. (In millions of dollars, except exchange rates) Debt derivatives accounted for as cash flow hedges: As at December 31, 2021 Notional amount (US$) Exchange rate Notional amount (Cdn$) Fair value (Cdn$) As at December 31, 2020 Notional amount (US$) Exchange rate Notional amount (Cdn$) Fair value (Cdn$) (In millions of dollars, except exchange rates) Debt derivatives accounted for as cash flow hedges: As assets As liabilities 5,859 5,383 1.1369 1.3025 6,661 1,453 7,011 (343) As assets As liabilities 4,550 4,642 1.0795 1.3358 4,912 1,405 (307) 6,201 Short-term debt derivatives not accounted for as hedges: Short-term debt derivatives not accounted for as hedges: As assets 1,104 1.2578 1,389 11 As liabilities 449 1.2995 583 (12) Net mark-to-market debt derivative asset Interest rate derivatives accounted for as cash flow hedges: As assets (Cdn$) As liabilities (Cdn$) As liabilities (US$) Net mark-to-market interest rate derivative liability Expenditure derivatives accounted for as cash flow hedges: Net mark-to-market debt 1,121 derivative asset 1,086 – – 2,000 – – – 3,250 500 – 40 (6) (277) Expenditure derivatives accounted for as cash flow hedges: As liabilities Equity derivatives not accounted for as hedges: As assets 1,590 1.3421 2,134 (109) — — 238 34 (243) Net mark-to-market asset 1,011 As assets As liabilities 438 630 1.2453 1.3151 545 829 Net mark-to-market expenditure derivative liability Equity derivatives not accounted for as hedges: As assets Net mark-to-market asset – – 265 11 (30) (19) 36 895 DIVIDENDS AND SHARE INFORMATION DIVIDENDS Below is a summary of the dividends that have been declared and paid o n RCI’s outstanding Class A Shares and Class B Non-Voting Shares. Declaration date Record date January 27, 2021 April 20, 2021 July 20, 2021 October 20, 2021 January 21, 2020 April 21, 2020 July 21, 2020 October 21, 2020 March 10, 2021 June 10, 2021 September 9, 2021 December 10, 2021 March 10, 2020 June 10, 2020 September 9, 2020 December 10, 2020 Payment date April 1, 2021 July 2, 2021 October 1, 2021 January 4, 2022 April 1, 2020 July 2, 2020 October 1, 2020 January 4, 2021 Dividend per share (dollars) Dividends paid (in millions of dollars) 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 252 253 253 252 252 253 253 252 On January 26, 2022, the Board declared a quarterly dividend of $0.50 per Class A Voting Share and Class B Non-Voting Share, to be paid on April 1, 2022, to shareholders of record on March 10, 2022. We currently expect that the remaining record and payment dates for the 2022 declaration of dividends will be as follows, subject to the declaration by the Board each quarter at its sole discretion: Declaration date Record date Payment date April 19, 2022 June 9, 2022 November 8, 2022 June 10, 2022 September 9, 2022 December 9, 2022 July 4, 2022 October 3, 2022 January 3, 2023 52 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S NORMAL COURSE ISSUER BID In April 2020, the TSX accepted a notice of our intention to commence a normal course issuer bid (NCIB) program (2020 NCIB) that allows us to purchase, between April 24, 2020 and April 23, 2021, the lesser of 34.9 million Class B Non-Voting Shares and that number of Class B Non-Voting Shares that can be purchased under the 2020 NCIB for an aggregate purchase price of $500 million. Rogers security holders may obtain a copy of this notice, without charge, by contacting us. We did not purchase any Class B Non-Voting Shares under the 2020 NCIB during the years ended December 31, 2021 and December 31, 2020. OUTSTANDING COMMON SHARES As at February 28, 2022, 111,153,411 Class A Shares, 393,771,907 Class B Non-Voting Shares, and 6,412,258 options to purchase Class B Non-Voting Shares were outstanding. We use the weighted average number of shares outstanding to calculate earnings per share and adjusted earnings per share. Years ended December 31 (Number of shares in millions) 2021 2020 Basic weighted average number of shares outstanding Diluted weighted average number of shares outstanding 505 506 505 506 PREFERRED SHARES In relation to our issuances of subordinated notes in December 2021 and February 2022, the Board approved the creation of new Series I and Series II preferred shares, respectively. Series I has been authorized for up to 3.3 million preferred shares and Series II has been authorized for up to 1.4 million preferred shares. Both series have no voting rights, par values of $1,000 per share, and will be issued automatically upon the occurrence of certain events involving a bankruptcy or insolvency of RCI to holders of the respective subordinated notes. As at December 31 2021 2020 Common shares outstanding 1 Class A Voting Class B Non-Voting 111,153,411 111,154,811 393,771,907 393,770,507 Total common shares 504,925,318 504,925,318 Options to purchase Class B Non-Voting Shares Outstanding options Outstanding options exercisable 6,494,001 4,726,634 2,373,717 1,470,383 1 Holders of our Class B Non-Voting Shares are entitled to receive notice of and to attend shareholder meetings; however, they are not entitled to vote at these meetings except as required by law or stipulated by stock exchanges. If an offer is made to purchase outstanding Class A Shares, there is no requirement under applicable law or our constating documents that an offer be made for the outstanding Class B Non-Voting Shares, and there is no other protection available to shareholders under our constating documents. If an offer is made to purchase both classes of shares, the offer for the Class A Shares may be made on different terms than the offer to the holders of Class B Non-Voting Shares. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 53 MANAGEMENT’S DISCUSSION AND ANALYSIS COMMITMENTS AND CONTRACTUAL OBLIGATIONS CONTRACTUAL OBLIGATIONS Below is a summary of our obligations under firm contractual arrangements as at December 31, 2021. See notes 3, 17, and 28 to our 2021 Audited Consolidated Financial Statements for more information. In addition to the below, our share of commitments relating to associates and joint ventures is $387 million. (In millions of dollars) Short-term borrowings Long-term debt 1,2 Net interest payments Lease liabilities Debt derivative instruments 3 Expenditure derivative instruments 3 Interest rate derivatives 3 Player contracts 4 Purchase obligations 5 Property, plant and equipment Intangible assets Program rights 6 Other long-term liabilities Total Less than 1 Year 1-3 Years 4-5 Years 2,200 1,551 804 336 213 23 243 129 327 82 21 659 – 6,588 – 2,312 1,444 677 (318) (3) – 204 192 85 – 1,151 7 5,751 – 3,520 1,321 308 86 – – 222 85 42 – 824 2 6,410 After 5 Years – 11,490 7,789 1,177 (385) – – – 19 – – 1 5 Total 2,200 18,873 11,358 2,498 (404) 20 243 555 623 209 21 2,635 14 20,096 38,845 1 Principal obligations of long-term debt (including current portion) due at maturity. 2 Reflects repayment of the subordinated notes issued in December 2021 on the five-year anniversary. 3 Net (receipts) disbursements due at maturity. US dollar amounts have been translated into Canadian dollars at the Bank of Canada year-end rate. 4 Toronto Blue Jays players’ salary contracts into which we have entered and are contractually obligated to pay. 5 Contractual obligations under service, product, and wireless device contracts to which we have committed. 6 Agreements into which we have entered to acquire broadcasting rights for sports broadcasting programs and films for periods in excess of one year at contract inception. OFF-BALANCE SHEET ARRANGEMENTS GUARANTEES As a regular part of our business, we enter into agreements that provide for indemnification and guarantees to counterparties in transactions involving business sale and business combination agreements, sales of services, and purchases and development of assets. Due to the nature of these indemnifications, we are unable to make a reasonable estimate of the maximum potential amount we could be required to pay counterparties. Historically, we have not made any significant payment under these indemnifications or guarantees. See note 27 to our 2021 Audited Consolidated Financial Statements. 54 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S Environmental, Social, and Governance (ESG) ENVIRONMENTAL AND SOCIAL Our purpose is to connect Canadians to a world of possibilities, and the moments that matter most. For more than 60 years, through the vision of our founder, Ted Rogers, we are committed to being a good corporate citizen and making a positive impact in the communities we serve. In 2021, as COVID-19 evolved, we continued to adapt aspects of our operations to keep our customers connected and our employees safe. We also launched our new corporate responsibility brand, Generation Possible and Team Possible. Generation Possible focuses on giving the next generation the chance they need to succeed through Ted Rogers Scholarships, Ted Rogers Community Grants, and Jays Care Foundation. Team Possible is about our team’s and partners’ commitment to make a meaningful in communities through areas such as volunteering, bridging the digital divide, and partnering with organizations like Women’s Shelters Canada to provide critical digital lifelines. impact We are focused on growing in a socially and environmentally responsible manner through an environmental, social, and governance program, building on our reputation as a great Canadian company. The material aspects of our ESG platform are grouped into six focus areas that are listed below, along with our approaches in addressing them: EMPLOYEE EXPERIENCE • Employee Experience: We were recognized as one of the best places to work in Canada across numerous awards in 2021, including: Canada’s Top 100 Employers, Greater Toronto Area Top Employers, Top Employers for Young People, Best Diversity Employer, and Greenest Employers. We reclaimed certification for Canada’s Most Admired Corporate Cultures 2021 and Jim Reid, our former Chief Human Resources Officer (CHRO), was recognized as one of Canada’s 50 Best Executives in the Globe & Mail Report on Business. • Talent Management: It is our goal to invest in building the skills, capabilities, and careers of our people to support their success and to make Rogers the best place to work in Canada. It is important we live our values, develop our teams, and continue to support our employees on their career journeys. Our CHRO oversees talent management, while the Human Resources Committee assists the Board in monitoring, reviewing, and approving compensation and benefit policies and practices. launched • Inclusion and Diversity: We continued to deliver on the five-year Inclusion & Diversity strategy we in 2020. We recognized and celebrated days of significance for equity- deserving groups, evolved structure and governance of our I&D Council to accelerate our plan, developed and introduced new training and resources including Allyship, Psychological Safety, Unconscious Bias, and Inclusive Hiring, and hosted over 100 safe talk sessions with 3,200 participants across our teams. to our teams • Safety and Well-being: We are committed to supporting our employees’ safety and well-being holistically, focusing on the whole employee, including their safety and physical and mental health at work and in their lives. Our top priority throughout the pandemic has been the safety and well-being of our team. To increase our support, we gave employees and their families access to additional benefits like increased mental health coverage and virtual healthcare. We regularly host company- wide information sessions on COVID-19 and bring in well-being and medical experts to share their knowledge. On average, almost 4,000 team members join these sessions with an average effectiveness score of 94%. We continuously share ongoing updates from our CHRO on our policies, safety procedures guided by Canada Public Health, and resources on mental health and well-being. We launched a voluntary Return to Workplace Pilot Program with more than 600 team members across Canada and announced mandatory vaccinations or rapid testing will be required for anyone entering workplace sites, including team members, contractors, and visitors. We also introduced a new Flexible Benefits Program to all benefits- eligible team members to provide more personalization and choice to meet the diverse needs of our team and implemented dedicated mental health and well-being campaigns to drive adoption of self-care and resilience. • We are also committed to providing and maintaining safe working environments for employees, volunteers, contractors, visitors, and members of the public who may be affected by our activity. We have a robust, risk-based safety management system that is focused on identifying our greatest safety risks, preventing injuries through multi-faceted programs, and auditing our performance to ensure continuous improvement over time. Our results show significant improvements in areas of focus and this approach will continue in years to come. CUSTOMER EXPERIENCE • Customer Service and Transparency: We believe in putting customers first in everything we do to deliver the best experience, regardless of how customers choose to interact with us. We continue to focus on self-serve options for our customers and invest in training and tools for our customer-facing teams. • Network Leadership and Innovation: Innovation is part of our DNA, whether it is bringing new products or the latest network technologies to market. In 2021, we invested $2.8 billion in capital expenditures, with much of that investment going to our wireless and cable networks. We focus on core performance and reliability and invest in our wireless network to build and maintain our 5G network. • Product Responsibility: We have programs and policies in place to manage a range of product responsibility issues. For example, we have policies in place to comply with all relevant safety regulations and codes, we have programs and teams to manage and advise on our accessibility offerings, and we operate stewardship programs to manage the proper disposal and recycling of our used products, including Rogers Trade-Up and FidoTrade™. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 55 MANAGEMENT’S DISCUSSION AND ANALYSIS • Customer Privacy and Information Security: We actively work to improve transparency and we strive to be an industry leader in the privacy space. Our Privacy Policy outlines our responsibilities and practices regarding the protection of the personal information of our employees and customers. Our Chief Privacy Officer oversees our compliance with this policy and all applicable laws, and responds to requests from law enforcement for customer data. COMMUNITY INVESTMENT Giving back and supporting the communities where we live and work was especially important in 2021. In 2021, we provided $70 million in cash and in-kind donations to support various organizations and causes. Below are some of the impacts Rogers had on communities in 2021 through Generation Possible and Team Possible. Generation Possible • Continued to invest in the next generation of leaders and change makers, awarding Ted Rogers Scholarships to more than 375 young Canadians for their post-secondary studies. Nearly three quarters of all scholarships in the Class of 2021 were awarded to youth from equity-deserving communities (BIPOC, LGBTQ2S+, and women). With the Class of 2021, almost 1,800 students have received a Ted Rogers Scholarship since the program launched in 2017. • Awarded 90 Ted Rogers Community Grants across Canada in 2021, to support organizations that are making a meaningful difference in the lives of thousands of Canadian youth. With more funding across more communities this year than ever before, nearly 400 Ted Rogers Community Grants have been awarded since launching the program in 2017. Team Possible • Rogers Group of Funds and Creative BC, with the support of the Indigenous Screen Office, announced a new $1 million multi- year fund to support Indigenous storytellers in British Columbia. The fund will further enable Indigenous screen content with representation across all aspects of production and it will amplify Indigenous voices within Canada’s motion picture industry for a rapidly expanding audience at home and around the world. Independent Screen Fund • Rogers Group of Funds, the Black Screen Office, and the Canadian for BPOC Creators launched a first-of-its-kind $750,000 script development fund for Black and People of Colour creators across Canada. The fund supports creators’ projects for networks, studios, cable, and streaming platforms with the first 16 recipients announced in Fall 2021. • Awarded $7.5 million in funding through Rogers Group of Funds to support Canadian storytellers and content creators through the Rogers Cable Network and Documentary Funds, with a focus on supporting projects from equity-deserving creators. • Rogers employees successfully completed the 60,000 Hours Volunteer Challenge in July 2021, contributing almost 22,000 volunteer hours in 2021. Through our annual Give Together Month, employees had the opportunity to donate to the charity of their choice in November 2021, with Rogers matching up to $1,000 per employee. This helped our team contribute to over 1,000 charities last year. 56 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT • Continued to bridge the digital divide by expanding Connected for Success eligibility so even more Canadians can connect to social services, learning, employment, and loved ones. Now available to over 750,000 Canadian households, the expanded low-cost high-speed Internet program is available across our Internet footprint in Ontario, New Brunswick, and Newfoundland to eligible customers receiving disability, seniors’ or income support, and rent-geared-to-income community housing partners. through • Extended our goodwill devices and plans donation program to provide thousands of phones and plans as digital lifelines to more than 325 shelters and transition houses across Canada. These devices help women and their children safely escape violence and abuse, connect youth to mentors, and support LGBTQ2S+ youth and allies. • Committed to donating $1 million through a multi-year partnership with the B.C. Search and Rescue Association (BCSARA) to support immediate disaster relief in the province and provide long-term support to critical services following the devastating floods in British Columbia. It also supports the organization’s legacy fund and new technology and specialized equipment for the 79 local teams and 3,000 professional volunteers. • Supported Indigenous communities across the country with our 2021 Orange Shirt Day campaign. Since 2020, the Orange Shirt Day campaign has raised $250,000 for the Orange Shirt Society and the Indian Residential School Survivors Society (IRSSS). The new 2021 Orange Shirts were available on Today’s Shopping Choice, with proceeds being divided between the Orange Shirt Society and the IRSSS. ENVIRONMENTAL RESPONSIBILITY • Environmental Policy: We maintain a formal Environmental Policy that sets out how we conduct business in an environmentally responsible manner. Rogers also maintains an Environmental Management System, including 25 separate procedures to support our Environmental Policy and manage environmental risks across our operations. • Oversight: We have an Energy Executive Council and an Environmental Compliance Committee to manage and govern our energy utilization and environmental risks, respectively, supporting decision-making to advance our strategies and program effectiveness in both areas. In addition, the ESG Committee assists its oversight responsibilities of relevant environmental sustainability, social responsibility, and governance policies, strategies, and programs and the actions we can take to be a responsible corporate citizen. the Board fulfilling in • Energy Use and Climate Change: We recognize the implications of our energy use and the potential climate change impacts associated with increasing worldwide energy usage (such as droughts, water shortages and quality, extreme weather events, flooding, wildfires, social inequities, etc.). We are committed to managing our operations in order to reduce our impact on the environment, strive to ensure stakeholder satisfaction, and maintain investor confidence. Annually, we measure and disclose details on our energy use and greenhouse gas (GHG) emissions across our buildings and retail stores, cell transmission sites, power supply stations, data centres, fleet, employee travel and commuting, and the operations of the Toronto Blue Jays and Rogers Centre. We continue to invest in programs that reduce energy and associated GHG emissions, including LED lighting retrofits, cooling optimization strategies across our headends, and decommissioning equipment for better energy performance and space utilization. To drive continuous improvement in our performance, we also have targets to reduce our GHG emissions and energy use by 2025 based on 2011 levels. • Waste Reduction: Reducing the amount of waste we produce is another important way in which we manage our environmental footprint. To reduce and responsibly manage the waste we produce, we look for opportunities to avoid waste generation through collaboration with our supply chain, run programs to recycle and reuse end of life materials and equipment, and work to increase employees’ recycling behaviours through our “Get Up and Get Green” program. 2021 (2020 – 29%) through its ownership of a combined total of 147 million (2020 – 147 million) Class A Shares and Class B Non-Voting Shares. As a result, the Trust is able to elect all members of the Board and to control the vote on most matters submitted to shareholders, whether through a shareholder meeting or a written consent resolution. The Board is currently made up of four members of the Rogers family and another nine directors who bring a rich mix of experience as business leaders in North America. Each of our directors is firmly committed to effective governance, strong oversight, and the ongoing creation of shareholder value. The Board as a whole is committed to sound corporate governance and continually reviews its governance practices and benchmarks them against acknowledged leaders and evolving legislation. The Board believes that Rogers’ governance system is effective and that there are appropriate structures and procedures in place. M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S ECONOMY AND SOCIETY • Economic Performance: We strive to offer innovative solutions for customers, create diverse and well-paying jobs, support small businesses, pay taxes to all levels of government, and deliver dividends to shareholders. In 2021, we directly contributed $14.3 billion to the Canadian economy and, as at December 31, 2021, employed 23,000 team members across the country. Beyond these direct economic impacts, our performance produces indirect economic benefits, including locally procured goods and services and significant charitable donations. • Supply Chain Management: Suppliers are key to our success, which is why we ensure we have strong supplier selection processes and management, and we strive to conduct business with socially and environmentally responsible companies that share our values. We have strong, sound procurement processes and demand that our suppliers adhere to our Supplier Code of Conduct. This code sets out expectations for our suppliers in terms of ethical, social, labour, health and safety, and environmental behaviours. We continue to support inclusion and diversity in our communities through the development and implementation of our supplier diversity program and through collaboration with non-profit organizations. See our 2020 ESG report on our website (about.rogers.com/ our-impact) for more information about our social, environmental, and governance performance. We expect to release our 2021 ESG report in the coming months. GOVERNANCE AT ROGERS Rogers is a family-founded, family-controlled company and we take pride in our proactive and disciplined approach to ensuring that our governance structure and practices instill confidence in our shareholders. Voting control of Rogers Communications Inc. is held by the Rogers Control Trust (the Trust), the beneficiaries of which are members of the Rogers family. The Trust holds voting control of RCI for the benefit of successive generations of the Rogers family via the Trust’s ownership of 98% of the outstanding Class A Shares of RCI (2020 – 98%). The Rogers family are substantial stakeholders and owned approximately 29% of our equity as at December 31, GOVERNANCE BEST PRACTICES We have adopted many best practices for effective governance, including: • separation of the CEO and Chair roles; • an independent lead director; • formal corporate governance policies and charters; • a code of business conduct and whistleblower hotline; • director share ownership requirements; • Board and committee in camera discussions; • annual reviews of Board and Committee performance; • Audit and Risk Committee meetings with internal and external auditors; • an orientation program for new directors; • regular Board and committee education sessions; • committee authority to retain independent advisors; and • director material relationship standards. We comply with all relevant corporate governance guidelines and standards as a Canadian public company listed on the TSX and as a foreign private issuer listed on the NYSE in the US. BOARD OVERSIGHT The Board delegates certain responsibilities to its eight standing committees to ensure proper oversight and accountability: • Audit and Risk Committee – reviews our accounting policies and practices, the integrity of our financial reporting processes and procedures, and the financial statements and other relevant disclosure for release to shareholders and the public. It assists the Board in its oversight of our compliance with legal and regulatory requirements for financial reporting, assesses our accounting and financial control systems, and evaluates the qualifications, independence, and work of our internal and external auditors. It also reviews risk management policies and associated processes used to manage major risk exposures. • Corporate Governance Committee – assists the Board to ensure it has appropriate systems and procedures for carrying out its responsibilities. This committee develops governance policies and practices, recommends them to the Board for approval, and leads the Board in its periodic review of Board and committee performance. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 57 MANAGEMENT’S DISCUSSION AND ANALYSIS • Nominating Committee – identifies prospective candidates to serve on the Board. Nominated directors can be elected by shareholders at a meeting, appointed by the Board, or appointed by written consent resolution. The committee also recommends nominees for each Board committee, including each committee chair. • Human Resources Committee – assists the Board in monitoring, reviewing, and approving compensation and benefit policies and practices. It is also responsible for recommending the compensation of senior management and monitoring senior executive succession planning. • ESG Committee – assists the Board in fulfilling its oversight responsibilities of relevant environmental sustainability, social responsibility, and governance policies, strategies, and programs and the actions we can take to be a responsible corporate citizen. • Executive Committee – assists the Board in discharging its responsibilities between meetings, including acting in such areas as are specifically designated and authorized at a preceding Board meeting to consider matters that may arise from time to time. • Finance Committee – reviews our investment strategies, general debt, and equity structure and reports on them to the Board. • Pension Committee – oversees the administration of our retiree pension plans and reviews the investment performance and provisions of the plans. You can find more details about governance at Rogers on our Investor Relations website (investors.rogers.com), including: • a complete statement of our corporate governance practices; • our codes of conduct and ethics; • charters for each of the Board’s standing committees; • director biographies; and • a summary of the differences between the NYSE corporate governance rules that apply to US-based companies and our governance practices as a non-US-based issuer listed on the NYSE. Board of Directors and its Standing Committees Chair Member Audit and Risk Corporate Governance ESG Executive Finance Human Resources Nominating Pension As at March 3, 2022 Edward S. Rogers 1 Jack L. Cockwell, C.M. Michael J. Cooper Ivan Fecan Robert J. Gemmell 2 Alan D. Horn, CPA, CA Jan L. Innes John (Jake) C. Kerr, C.M. O.B.C Philip B. Lind, C.M. Loretta A. Rogers Martha L. Rogers Melinda M. Rogers-Hixon Tony Staffieri 1 Chair of the Board 2 Lead Director the Board was CORPORATE GOVERNANCE UPDATES the In October 2021, appointment of Jack L. Cockwell, Michael J. Cooper, Ivan Fecan, Jan L. Innes, and John C. Kerr. The Board appointed Robert J. Gemmell, an independent director, as Lead Director in November 2021. reconstituted with In November 2021, Tony Staffieri was appointed Interim President and CEO and subsequently, in January 2022, appointed President and CEO and a member of the Board. He had previously served as Chief Financial Officer. In September 2021, Paulina Molnar was appointed Interim Chief Financial Officer. In January 2022, Glenn Brandt was appointed Chief Financial Officer. As a result of the above changes, the Board now consists of six independent directors and seven non-independent directors. 58 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S As outlined in the table below, the total cost to Rogers of these payments in 2021 was $1,384 million. (In millions of dollars) Income taxes paid Add: Unrecoverable sales taxes paid Payroll taxes paid Regulatory and spectrum fees paid 1 Property and business taxes paid Years ended December 31 2021 700 9 135 490 50 2020 418 8 137 492 50 Taxes paid and other government payments 2 1,384 1,105 1 Includes an allocation of $252 million relating to the $3.3 billion, $24 million, and $1.7 billion we paid for the acquisition of spectrum licences in 2014, 2015, and 2019 respectively. 2 Taxes paid and other government payments is a non-GAAP financial measure. This is not a standardized financial measure under IFRS and might not be comparable to similar financial measures disclosed by other companies. See “Non-GAAP and Other Financial Measures” for more information about this measure. We also collected on behalf of the government $1,995 million in sales taxes on our products and services and $667 million in employee payroll taxes. INCOME TAX AND OTHER GOVERNMENT PAYMENTS We proactively manage our tax affairs to enhance our business decisions and optimize after-tax free cash flow available for investment in our business and shareholder returns. We have comprehensive policies and procedures to ensure we are compliant with all tax laws and reporting requirements, including filing and making all income and sales tax returns and payments on a timely basis. As a part of this process, we pursue open and cooperative relationships with revenue authorities to minimize audit effort and reduce tax uncertainty. We also engage with government policy makers on taxation matters that affect Rogers and its shareholders, employees, customers, and other stakeholders. INCOME TAX PAYMENTS Our total income tax expense of $569 million in 2021 is close to the expense computed on our accounting income at the statutory rate of 26.5%. Cash income tax payments totaled $700 million in 2021. The primary reason our cash income tax is higher than our income tax expense is due to the timing of installment payments and our transition to a device financing business model, which results in earlier recognition of equipment revenue for income tax purposes. OTHER GOVERNMENT PAYMENTS In addition to paying income tax on the profits we earn, we contribute significantly to Canadians by paying taxes and fees to federal, provincial, and municipal governments, including: • various taxes on the salaries and wages we pay (payroll taxes) to approximately 23,000 employees; • property and business taxes; • unrecoverable sales taxes and custom duties; and • broadcast, spectrum, and other regulatory fees. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 59 MANAGEMENT’S DISCUSSION AND ANALYSIS Risk Management We strive to continually strengthen our risk management capabilities to protect and enhance shareholder value. The purpose of risk management is not to eliminate risk but to optimize trade-offs between risk and return to maximize value to the organization. As such, Rogers will knowingly take certain risks in order to generate earnings and encourage innovation that advance us as a customer-centric market leader. To maintain our reputation and trust, we will always work to ensure the impacts (financial, operational, strategic, regulatory, privacy, and cybersecurity) of our risk-taking activities are understood and are in line with our strategic objectives and company values. RISK GOVERNANCE The Board has overall responsibility for risk governance and oversees management in identifying the key risks we face in our business and implementing appropriate risk assessment processes to manage these risks. It delegates certain risk oversight and management duties to the Audit and Risk Committee. The Audit and Risk Committee discusses risk policies with management and the Board and assists the Board in overseeing our compliance with legal and regulatory requirements. The Audit and Risk Committee also reviews: • the adequacy of the internal controls that have been adopted to safeguard assets from loss and unauthorized use, to prevent, deter, and detect fraud, and to ensure the accuracy of the financial records; • the processes for identifying, assessing, and managing risks; • our exposure to major risks and trends and management’s implementation of risk policies and actions to monitor and including cybersecurity, privacy, control technology, and environmental; these exposures, • the implementation of new major systems and changes to existing major systems; • our business continuity and disaster recovery plans; • any special audit steps adopted due to material weaknesses or significant deficiencies that may be identified; and • other risk management matters from time to time as determined by the Audit and Risk Committee or directed by the Board. ENTERPRISE RISK MANAGEMENT Our Enterprise Risk Management (ERM) program uses the “3 Lines of Defence” framework to identify, assess, manage, monitor, and communicate risks. Our business units and departments, led by the Executive Leadership Team, are the first line of defence and are accountable for managing or accepting the risks. Together, they identify and assess key risks, define controls and action plans to minimize these risks, and enhance our ability to meet our business objectives. ERM is the second line of defence. ERM helps management identify the key and emerging risks in meeting our corporate and business unit objectives in line with our risk appetite. At the business unit and department level, ERM works with management to provide governance and advice in managing the key risks and associated controls to mitigate these risks. Business Continuity is a function within ERM which also assists the business in mitigating key risks. Specifically, the Business Continuity function oversees incident management and planning to maintain customer service, operation of our network and businesses in the event of threats and natural disasters. Such threats include cyberattacks or equipment failures that could cause various degrees of network outages; supply chain disruptions; natural disaster threats; epidemics; pandemics; and political instability. Our ERM program also includes insurance coverage allowing us to transfer certain risks. Lastly, ERM works with Internal Audit to monitor the adequacy and effectiveness of controls to reduce risks to an acceptable level. Annually, ERM carries out a corporate risk assessment. The assessment includes reviewing risk and audit reports and industry benchmarks and, conducting an annual risk survey of all senior leaders. Based on the survey results, ERM, in consultation with senior management, identifies the key risks to achieving our corporate objectives. ERM reports the results of the annual corporate risk assessment to the Executive Leadership Team, the Audit and Risk Committee, and the Board and provides quarterly risk updates. ERM also facilitates management’s completion of the financial statement fraud risk assessment which aims to ensure there is no potential fraud or misstatement in our financial statements and disclosures and to assess whether controls are adequately designed and operating effectively to mitigate financial statement fraud risk. Internal Audit is the third line of defence. Internal Audit is an independent and objective assurance function that evaluates the design and operational effectiveness of internal controls and risk management processes supporting the mitigation of risks that may affect the achievement of our objectives. The Executive Leadership Team and the Audit and Risk Committee are responsible for approving our enterprise risk policies. Our ERM methodology and policies the expertise of our management and employees to identify risks and opportunities and implement risk mitigation strategies as required. rely on RISKS AND UNCERTAINTIES AFFECTING OUR BUSINESS This section describes the principal risks and uncertainties that could have a material adverse effect on our business and financial results. Any discussion about risks should be read in conjunction with “About Forward-Looking Information”. SHAW TRANSACTION The Transaction with Shaw is subject to a number of risks, many of which are outside the control of Rogers and Shaw. These are described below. Key Regulatory Approvals and other conditions To complete the Transaction, each of Rogers and Shaw must make certain filings with, and obtain certain consents and approvals from, various governmental and regulatory authorities, including the Competition Bureau, ISED Canada, and the CRTC. Rogers and Shaw have not yet obtained the Key Regulatory Approvals, all of 60 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT which are required to complete the Transaction. In addition, governmental or regulatory agencies could deny permission for, or seek to block or challenge, the Transaction or the transfer or deemed transfer of specific assets, including spectrum licences, or impose material conditions relating to the Transaction or any such transfer. If any one of the Key Regulatory Approvals is not obtained, or any applicable law or order is in effect which makes the consummation of the Transaction illegal, the Transaction will not be completed. In addition, a substantial delay in obtaining the Key Regulatory Approvals could result in the Transaction not being completed. In particular, if the Transaction is not completed by June 13, 2022, either Rogers or Shaw may terminate the arrangement agreement, in which case the Transaction will not be completed. Rogers has extended the outside date for closing the Transaction from March 15, 2022 to June 13, 2022 in accordance with the terms of the arrangement agreement. Under certain circumstances, if the Key Regulatory Approvals are not obtained, or any law or order relating to the Key Regulatory Approvals or the Competition Act is in effect that would make the consummation of the Transaction illegal, and the failure to obtain the Key Regulatory Approvals is not caused by, and is not a result of, the failure by Shaw to perform in all material respects any of its covenants or agreements under the arrangement agreement, we would be obligated to pay a $1.2 billion reverse termination fee to Shaw (see “Termination of the arrangement agreement, costs, and termination fee” below). We would also be responsible to reimburse Shaw for certain costs relating to the May 2021 exercise of our right to require Shaw to redeem its issued and outstanding preferred shares. The completion of the Transaction is subject to a number of other conditions precedent, some of which are outside of the control of Rogers and Shaw, including there not having occurred a Material Adverse Effect or Purchaser Material Adverse Effect (as such terms are defined in the arrangement agreement) and the satisfaction of certain other customary closing conditions. There can be no certainty, nor can Rogers or Shaw provide any assurance, that all conditions precedent to the Transaction will be satisfied or waived, nor can there be any certainty of the timing of their satisfaction or waiver. Termination of the arrangement agreement, costs, and termination fee The arrangement agreement may be terminated by Rogers or Shaw in certain circumstances, in which case the Transaction will not be completed. Accordingly, there is no certainty, nor can we provide any assurance, that the arrangement agreement will not be terminated by us or Shaw prior to completion of the Transaction. We must pay certain costs relating to the Transaction, such as legal, accounting, tax, and financing-related fees, even if the Transaction is not completed, which may be significant. In addition, if the Transaction is not completed for certain reasons, we may be required to pay a reverse termination fee of $1.2 billion to Shaw and certain costs relating to the May 2021 exercise of our right to require Shaw to redeem its issued and outstanding preferred shares, the result of which could have a material adverse effect on our business, results of operations, financial position, and our ability to fund growth prospects and current operations. M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S If the Transaction is not completed or is delayed, our share price and future business and financial results could be negatively affected. Any non-completion or delay of the Transaction may also negatively impact the relationships we have with our employees (including a potential lack of focus on our business), suppliers, vendors, distributors, retailers, dealers, or customers, including that such groups could cease doing business with us or curtail their activities with us. Financing and potential credit rating consequences The arrangement agreement does not contain a financing condition. Although we have a binding commitment letter for a committed credit facility of up to $13 billion and have entered into the $6 billion Shaw term loan facility in order to finance the Transaction, the obligation of the lenders under each of the committed facility and the Shaw term loan facility to provide the financing is subject to certain conditions, including, in the case of the committed credit facility, the completion of credit documentation in respect of such commitment. In the event the Transaction cannot be completed due to a failure to obtain the financing required to close the Transaction, either because the conditions to the committed credit facility and/or the Shaw term loan facility are not satisfied or other events arise which prevent us from consummating the debt financing, we may be unable to fund the consideration required to complete the Transaction, in which case we would be required to pay the reverse termination fee of $1.2 billion and certain costs relating to the May 2021 exercise of our right to require Shaw to redeem its issued and outstanding preferred shares. In addition to assuming approximately $6 billion of existing Shaw debt, we expect to issue up to $19 billion in new debt to finance the Transaction. As a result, we anticipate the combined company will have over $40 billion of consolidated debt upon closing. The increased level of debt could decrease our flexibility in responding to changing business and economic conditions, increase our interest expense, and potentially make it more difficult to obtain additional financing or refinance existing financing. The increase in our debt service obligations could adversely affect our results, financial condition, and our ability to fund growth prospects and could reduce our funds available for other business purposes. including the potential Additionally, as a result of the significant increase in outstanding debt, there is a risk that our credit ratings could be adversely affected, for a downgrade below investment-grade. A downgrade in our credit ratings could result in difficulty issuing debt in the future or higher borrowing costs and may otherwise affect our share price. If Shaw’s existing senior notes are subject to a downgrade below investment-grade constituting a “change of control trigger event” (as defined in Shaw’s senior note indenture), Shaw would be required to offer to purchase its senior notes at 101% of their principal amount plus accrued interest following closing of the Transaction, potentially having an adverse impact on the combined company’s financial condition. Expected synergies and integration Achieving the anticipated benefits of the Transaction depends on our ability to consolidate and integrate Shaw’s businesses, operations, and workforce in a manner that facilitates growth opportunities and achieves the projected cost savings and revenue growth without adversely affecting the combined company’s current operations. Even integrate Shaw’s businesses, the anticipated benefits of the Transaction may not be fully realized or they could take longer to realize than expected. if we successfully 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 61 MANAGEMENT’S DISCUSSION AND ANALYSIS In addition to the day-to-day operations of Rogers, management will need to focus on the Transaction and all related activities, including integration. If completion of the Transaction is delayed, there could be adverse effects on our business, results of operations, or financial condition. Shaw actions prior to closing The arrangement agreement restricts Shaw from taking certain actions outside of the ordinary course of business while the Transaction is pending, including, among other things, certain acquisitions or dispositions of businesses and assets, entering into or amending certain contracts, repurchasing or issuing securities, making incurring indebtedness, in each case subject to certain exceptions. As a result of these restrictions, Shaw may not have the flexibility to appropriately respond to certain events, which may result in us recognizing lower-than-expected synergies once the Transaction closes. expenditures, significant capital and OUTBREAK OF COVID-19 AND RELATED PANDEMIC As COVID-19 continues to significantly impact the well-being of individuals and the Canadian and global economies, we maintained our programs to help employees manage through COVID-19 and provide support and services to our customers and audiences. We are focused on operating and maintaining our wireless and cable networks, our media operations, and the key business operations required to ensure service continuity for customers. We have continued work-from-home arrangements for employees while we review and follow directions from the government to ensure the safety of our team and to provide us time to implement necessary safeguards to accommodate a gradual approach in reopening our sites to employees. Public and private sector regulations, policies, and other measures aimed at reducing the transmission of COVID-19 include the imposition of business closures, travel restrictions, the promotion of physical distancing, and the adoption of work-from-home and online education by companies, schools, and institutions. These measures are impacting how customers use our networks, products, and services, the manner or extent to which we can offer certain products and services, and the ability of certain suppliers and vendors to provide products and services to us. Notably, due to travel restrictions and advisories, roaming revenue has decreased from pre-pandemic levels. Additionally, our cable network experienced a significant increase in data usage as employers shifted to work-from-home models and as schools shifted to online education. In early 2021, public health restrictions that were implemented in late 2020 were lifted to certain extents across the country. In March 2021, several Canadian provinces declared a third wave of COVID-19 had commenced and provinces adjusted restrictions. In the third quarter, provinces generally began relaxing certain public health restrictions implemented in the first half of 2021 as vaccines became more widely available in Canada and vaccination rates increased across the country. In August 2021, Canada entered a fourth wave of COVID-19 and several Canadian provinces introduced proof of to access non-essential businesses and services. Late in the fourth quarter, the Omicron variant re-accelerated the spread of COVID-19 and restrictions, many Canadian provinces reintroduced various requirements vaccination 62 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT amongst others, including placing capacity limits on organized gatherings and retail stores. Additionally, COVID-19 has caused a global semiconductor chip shortage due to supply chain disruptions and an increase in demand for electronics. Although we are taking proactive steps to minimize its impacts, this has resulted, and could continue to result, in increased lead times on our network equipment and wireless devices. The full future extent and impact of COVID-19 is unknown. Potential adverse impacts of the pandemic include, but are not limited to: • the risk of a material reduction in demand for our products and services due to businesses closing or downsizing, job losses and associated financial hardship, or, more generally, a declining level of retail activity, which may lead to a decline in revenue as a result of: • lower Wireless subscriber activity, including lower equipment revenue; • lower roaming and overage revenue as customers are unable or unwilling to travel and continue to stay home; • customers downgrading or cancelling their services; • the restriction of fan attendance at major sports league games, the potential suspension or shortening of future major television sports programming; and/or league seasons, and the associated • a decrease in population growth resulting from lower levels of immigration due to travel and border restrictions; • an increase in delinquent or unpaid bills, which could lead to increased bad debt expense; • issues delivering certain products and services, or maintaining or upgrading our networks, due to store closures and supply chain disruptions; and • additional capital expenditures to maintain or expand our networks in order to accommodate substantially increased network usage. While we expect certain cost savings to offset some of the lower revenue, we also cannot predict the extent to which they would be offset. Due to the uncertainty surrounding the duration and potential outcomes of COVID-19, including the results of measures taken to slow the spread and the broader impact COVID-19 may have on the Canadian and global economies or financial markets, it is difficult to predict the overall impact on our operations, liquidity, financial condition, or results; however, COVID-19 has had, and may continue to have, a material, adverse impact on our results. Any future epidemic, pandemic, or other public health crisis that occurs in the future may pose similar risks to us. CYBERSECURITY Our industry is vulnerable to cybersecurity risks that are growing in both frequency and complexity. Rogers, along with our suppliers, employs systems and network infrastructure that are subject to cyberattacks, which may include theft of assets, unauthorized access to proprietary or sensitive information, destruction or corruption of data, ransomware attacks, or operational disruption. A significant cyberattack against our, or our suppliers’, critical network infrastructure and supporting information systems could result in service disruptions, litigation, loss of customers, incurring significant costs, and/or reputational damage. M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S Management has committed to an information and cybersecurity program designed to reinforce the importance of remaining a secure, vigilant, and resilient organization. Our ongoing success depends on protecting our sensitive data, including personal information about our customers and employees. We rely on security awareness training, policies, procedures, and IT systems to protect this information. Success also depends on Rogers continuing to monitor these risks, leveraging external threat intelligence, internal monitoring, reviewing best practices, and implementing controls as required to mitigate them. We have to insurance coverage against certain damages cybersecurity breaches, intrusions, and attacks, amongst other things. related External threats to the network and our business generally are constantly changing and there is no assurance we will be able to protect the network from all future threats. The impact of such attacks may affect our customer service or our financial results. PRIVACY In the evolving digital world, privacy and how organizations are handling personal information is becoming an increasing priority for consumers. Ensuring appropriate governance over this data has become even more critical. As the move to digital transactions has been accelerated by COVID-19, companies continue to gain greater amounts of data on customers and employees. The nature of the products and services we offer our customers means we are entrusted with a significant amount of personal information. This means that ensuring there are appropriate safeguards and privacy protections in place is a priority for us. We are the stewards of this data and this responsibility is of the utmost importance to us. If a privacy breach were to occur and personal information was made public, there could be a material adverse effect on our reputation and our business. TECHNOLOGY New technologies Our network plans assume the availability of new technology for both wireless and wireline networks, including 5G technology in the wireless industry and future DOCSIS enhancements and evolutions in the wireline industry. While we work with industry standards bodies and our vendors to ensure timely delivery of new technology, there are no assurances these technologies will be available as and when required. As new technologies become available, we expect a substantial portion of our future revenue growth may come from new and advanced services, and companies such as Rogers will need to continue to invest significant capital resources to develop our networks and implement in an agile framework to meet customers and business timelines. It is possible, however, that there may not be sufficient consumer demand, or that we may not anticipate or satisfy demand for certain products and services or be able to offer or market these new products and services successfully to subscribers. If we do not attract subscribers to new products and services profitably or keep pace with changing consumer preferences, we could experience slower revenue growth and increased churn. This could have a material adverse effect on our business, results of operations, and financial condition. Several technologies have affected the way our services are delivered, including: • broadband; • IP-based voice, data, and video delivery services; • increased use of optical fibre technologies to businesses and residences; • broadband wireless access and wireless services using a radio frequency spectrum to which we may have limited or no access; and • applications and services using cloud-based independent of carrier or physical connectivity. technology, These technologies may also lead to significantly different cost structures for users and therefore affect the long-term viability of some of our current technologies. Some of these technologies have allowed competitors to enter our markets with similar products or services at lower costs. These competitors may also be larger, have greater access to financial resources, and/or have fewer regulatory restrictions than Rogers. Additional competitors with advances in technology, such as high-speed Internet service from low Earth orbit satellite operators like Starlink, have entered the Canadian market and could potentially have a material adverse impact on our operations and results. The continued emergence and growth of subscriber-based satellite and digital radio products could affect AM and FM radio audience listening habits and have a negative effect on the results of our radio stations. Certain audiences are also migrating away from traditional broadcast platforms to the Internet as more video and audio content streaming becomes available. infrastructure and Reliance on technology Our technologies, processes, and systems are operationally complex and increasingly interconnected. Further, our businesses depend on IT systems for day-to-day operations and critical elements of our network IT systems are concentrated in various physical facilities. If we are unable to operate our systems, make enhancements to accommodate customer growth and new products and services, or if our systems experience disruptions or failures, it could have an adverse effect on our ability to acquire new subscribers, service customers, manage subscriber churn, produce accurate and timely subscriber invoices, generate revenue growth, and manage operating expenses. This could have an adverse impact on our results and financial position. Impact of failures on customer service Customers have high expectations of reliable and consistent performance of our networks. Failure to maintain high service levels and to effectively manage network traffic could have an impact on the customer experience, potentially resulting in an increase in customer churn. Due to the increased demand and traffic on our networks, there could be capacity and congestion pressures. If our networks or key network components fail, it could, in some circumstances, result in a loss of service for our customers for certain periods and have an adverse effect on our results and our financial position. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 63 MANAGEMENT’S DISCUSSION AND ANALYSIS We work to protect our networks and our service from the impact of natural disasters and major weather events such as ice storms, wind storms, forest fires, flooding, earthquakes, or landslides where it is necessary and feasible to do so. There are no assurances that a future event will not cause service outages and that such outages would not affect our results. Service disruptions or outages could also affect our operations if not quickly resolved, potentially causing a risk of billing delays or errors. If we fail to have appropriate response strategies and protocols in place to handle service outages in the face of these types of events, they could have an impact on our revenue and our customer experience. Recovering from these disasters could require significant resources and remediation costs, which are difficult to estimate. COMPETITIVE INTENSITY Competitive behaviour and market dynamics are continuously changing in our fast-paced industry. There is no assurance that our current or future competitors will not provide services that are superior to ours or at lower prices, adapt more quickly to evolving industry trends or changing market requirements, enter markets in which we operate, or introduce competing services. The federal government also continues to promote competition and affordability, and is committed to universal high-speed Internet for every Canadian by 2030. Any of these factors could increase churn or reduce our business market share or revenue. The strategic offering of unlimited wireless plans continues to offer greater value to our customers and has helped us take a significant step towards simplifying our products and services. However, depending on economic conditions and the response from our competitors and/or current and potential customers, we may need to extend lower wireless pricing offers to attract new customers and retain existing subscribers. As wireless penetration of the population deepens, new wireless customers may generate lower average monthly revenue, which could slow revenue growth. Global technology giants continue to ramp up content spending into new markets such as sports media, resulting in increased competition for our Media and Cable segments. This may result in an increase in subscriber churn as customers now have additional choices of supplementary sources of media content. linear traditional Competition is increasing for content programming rights from television broadcasters and online both competitors. Online providers are moving towards self-made, self- hosted exclusive content, and may compete for rights more aggressively than expected, such that traditional broadcasters may not gain access to desirable programming. Overall increased competition for content will likely increase costs of programming rights. As broadcasters and distributors sign longer-term agreements to secure programming rights, this could affect the availability of desirable programming rights and result in lower revenue due to a lack of access to these rights. Lower revenue in turn could adversely affect the operating results of our business if we are unable to recover programming investments through advertising revenue and subscription fee increases that reflect the market. In addition, the CRTC Broadcasting Distribution Regulations do not allow cable operators to obtain exclusive contracts in buildings where it is technically feasible to install two or more transmission systems. 64 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT Continued deployments of fibre networks by competitors may lead to an increase in the reach, speed, and stability of their wireline­ related services. This could result in an increase in churn pertaining to our wireline business segment services. Improvements in the quality of streaming video over the Internet, coupled with increasing availability of television shows and movies online through OTT content providers, has resulted in competition for viewership and increased competition for Canadian cable television service providers. As a result, we have noticed an increase in cord cutting and cord shaving as consumers continue to withdraw from traditional cable services. If advances in technology are made to any alternative Canadian multi-channel broadcasting distribution system, our cable services may increased competition. In addition, as the technology for wireless Internet continues to develop, it is, in some instances, replacing traditional wireline Internet. face REGULATORY RISKS Changes in government regulations Substantially all of our business activities are regulated by ISED Canada and/or the CRTC. Any regulatory changes or decisions could adversely affect our consolidated results of operations. The most significant outstanding regulatory proceedings to our business are various appeals related to the wholesale Internet costing and pricing regime (see “Regulation in our Industry” and “Litigation Risks”). Regulatory changes or decisions made by these regulators could adversely impact our results on a consolidated basis. This regulation relates to, among other things, licensing and related fees, competition, the cable television programming services we must distribute, wireless and wireline interconnection agreements, the rates we may charge to provide access to our networks by third parties, the resale of our networks and roaming on our networks, our operation and ownership of communications systems, and our ability to acquire an interest in other communications systems. In addition, the costs of providing services may be increased from time to time as a result of compliance with industry or legislative initiatives to address consumer protection concerns or such Internet-related infringement, unsolicited commercial e-mail, cybercrime, and lawful access. issues as copyright Generally, our licences are granted for a specified term and are subject to conditions on the maintenance of these licences. These licensing conditions and related fees may be modified at any time by the regulators. The regulators may decide not to renew a licence when it expires, and any failure by us to comply with the conditions on the maintenance of a licence could result in a revocation or forfeiture of any of our licences or the imposition of fines. Our cable, wireless, and broadcasting licences generally may not be transferred without regulatory approval. The licences include conditions requiring us to comply with Canadian ownership restrictions of the applicable legislation. We are currently in compliance with all of these Canadian ownership and control requirements. If these requirements were violated, we would be subject to various penalties, possibly including, in the extreme case, the loss of a licence. Spectrum Radio spectrum is one of the fundamental assets required to carry on our Wireless business. Our ability to continue to offer and improve current services and to offer new services depends on, among other factors, continued access to, and deployment of, adequate spectrum, including the ability to both renew current spectrum licences and acquire new spectrum licences. If we cannot acquire and retain needed spectrum, whether due to the government providing favourable spectrum auctions for regional carriers through set asides and lower rates, through increased costs for us to purchase spectrum licences at auction, or otherwise, we may not be able to continue to offer and improve our current services and deploy new services on a timely basis, including providing competitive data speeds our customers want. As a result, our ability to attract and retain customers could be adversely affected. In addition, an inability to acquire and retain needed spectrum could affect network quality and result in higher capital expenditures. Changes to government spectrum fees could significantly increase our payments and therefore materially reduce our net income. Radio frequency emissions From time to time, media and other reports have highlighted alleged links between radio frequency emissions from wireless devices (including new 5G technology) and various health concerns, including cancer, and interference with various medical devices, including hearing aids and pacemakers. This may discourage the use of wireless devices or expose us to potential litigation even though there are no definitive reports or studies stating that these health issues are directly attributable to radio frequency emissions. Future regulatory actions may result in more from restrictive low-powered devices like wireless devices. We cannot predict the nature or extent of any restrictions. frequency emissions standards on radio Obtaining access to support structures and municipal rights of way To build and support the rollout of 5G, and to continue upgrading our cable network, we must continue to have access to support structures and municipal rights of way to install equipment on municipal poles and buildings, and on First Nations land. We can apply to the CRTC to obtain a right of access under the Telecommunications Act in areas where we cannot secure access to municipal rights of way. Failure to obtain access could increase our costs and adversely affect our business. The Supreme Court of Canada ruled in 2003, however, that the CRTC does not have the jurisdiction to establish the terms and conditions of accessing the poles of hydroelectric companies. As a result, we normally obtain access under terms established by the provincial utility boards. On October 30, 2020, the CRTC launched consultations 2020-366 regarding potential regulatory measures to make access to poles owned by Canadian carriers more efficient. The CRTC expressed concerns that untimely and costly access to poles owned by Canadian carriers has negative impacts on the deployment of efficient broadband-capable networks, particularly in areas of Canada with limited or no access to such networks. Therefore, the CRTC initiated a proceeding to identify and implement regulatory M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S measures that will make access to such poles more efficient. We are actively participating in the process. On December 10, 2021, a regulation was filed under Part VI.1 of the Ontario Energy Board Act, O. Reg. 842/21 requiring the Ontario Energy Board (OEB) to establish a generic, province-wide pole attachment charge for 2022. The Regulation further requires the OEB to set the charge for 2023 and subsequent years by adjusting the prior year’s charge for inflation, resulting in the calculation of the charge becoming a mechanistic exercise. On December 16, 2021, the OEB published Decision and Order EB-2021-0302, Wireline Pole Attachment Charge. The OEB calculated the charge for 2022 at $34.76 per attacher per year per pole, in accordance with the directions set out in O. Reg. 842/21. The 2021 charge was $44.50. This charge applies to every distributor that is required as a condition of licence to provide access to telecom attachments and to charge the amount approved by the OEB. is an CUSTOMER EXPERIENCE Creating best-in-class customer experiences important strategic priority for us, as we understand that great customer experience is key to our long-term success. Our customers’ loyalty and their likelihood to recommend Rogers are both dependent upon our ability to provide a service experience that meets or exceeds their expectations. We handle many customer interactions annually, ranging from potential new customers making in-store purchases to existing customers calling for technical support and everything in between. We understand that every time a customer uses one of our services, such as making a call on their wireless device, browsing the Internet or watching their favourite show using their Internet or television services, or listening to one of our radio stations, their experience affects all future interactions with the Rogers brand. If our products do not deliver the usage experience our customers expect from us, and if we do not have clear, simple, and fair interactions with our customers, it could cause confusion and frustrate our customers. This could result in the potential for lost sales opportunities and increased churn, both of which could have negative effects on our reputation, results of operations, and financial condition. RESULTS PERFORMANCE We strive to drive profitable growth in all markets we serve. This means we will focus on core growth drivers in each of our businesses, including increasing subscribers and reducing churn, expanding products in our enterprise business, and stabilizing our Media performance. At the same time, our goal is to continue to develop strong capabilities in cost management to support investments that will fuel our future. If we are not successful in achieving these goals, as a result of economic conditions or the competitive landscape, this could negatively impact confidence with investors and external stakeholders, and ultimately our stock price. TALENT ACQUISITION AND RETENTION A significant transformation is underway in our industry, and as competition for talent increases, our success is highly dependent on our ability to attract and retain a high-performing, diverse, and engaged workforce, including in key growth areas, such as the network, IT, and digital fields. Our focus must be on providing 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 65 MANAGEMENT’S DISCUSSION AND ANALYSIS career and development opportunities, competitive compensation and benefits, fostering an inclusive and diverse workplace, and a great employee experience. Failure to maintain and achieve this focus, and changes to our workforce as a result of factors such as turnover and restructuring, failing to develop internal succession, cost reduction initiatives, ongoing union negotiations, or other events, could have an adverse effect on the customer experience, and as a result our revenue and profitability. RELIANCE ON SUPPLY CHAIN AND THIRD PARTIES We have outsourcing, managed supplier service, and arrangements with third parties to provide certain essential components of our business operations to our employees and customers. These include, but are not limited to, certain critical infrastructure components and devices; facilities or property management functions; contact centre support; installation and service technicians; network and IT functions; and invoice printing. Some of these essential suppliers are relatively small in number and we have limited operational or financial control over them. If interruptions in these services or at these suppliers occur, including due to the ongoing global supply chain issues, it could adversely affect our ability to service our customers. Additionally, in the course of third-party service providers must ensure our information is appropriately protected and safeguarded. Failure to do so may affect Rogers through increased regulatory risk, reputational damage, and damage to the customer experience. fulfilling service arrangements, FINANCIAL RISKS Capital commitments, liquidity, debt, and interest payments Our capital commitments and financing obligations could have important consequences, including: • requiring us to dedicate a substantial portion of cash provided by operating activities to pay interest, principal amounts, and dividends, which reduces funds available for other business purposes, including other financial operations; • making us more vulnerable to adverse economic and industry conditions; • limiting our flexibility in planning for, and reacting to, changes in our business and industry; • putting us at a competitive disadvantage compared to competitors who may have more financial resources and/or less financial leverage; or • restricting our ability to obtain additional financing to fund working capital and capital expenditures and for other general corporate purposes. Our ability to satisfy our financial obligations depends on our future operating performance and on economic, financial, competitive, and other factors, many of which are beyond our control. Our business may not generate sufficient cash flow in the future and financings may not be available to provide sufficient net proceeds to meet our obligations or to successfully execute our business strategy. Credit ratings Credit ratings provide an independent measure of credit quality of a securities issuer and can affect our ability to obtain short- and long-term financing and the terms of the financing. If rating agencies lower the credit ratings on our debt, particularly a downgrade below investment-grade, it could adversely affect our cost of financing and access to liquidity and capital. Capital markets External capital market conditions could affect our ability to make strategic funding investments and meet ongoing capital requirements. Risk factors include a reduction in lending activity, disruptions in capital markets, and regulatory requirements for an increase in bank capitalization, which could either reduce the availability, or increase the cost of capital. Income taxes and other taxes We collect, pay, and accrue significant amounts of income and other taxes, such as federal and provincial sales, employment, and property taxes. We have recorded significant amounts of deferred and current income tax liabilities and expense, and calculated these amounts based on substantively enacted income tax rates in effect at the relevant time. A legislative change in these rates could have a material effect on the amounts recorded and payable in the future. We provide for income and other taxes based on all currently information and believe that we have adequately available provided for these items. The calculation of applicable taxes in many cases, however, requires significant judgment in interpreting tax rules and regulations. Our tax filings are subject to audits, which could materially change the amount of current and deferred income tax assets, liabilities, and expense, and could, in certain circumstances, result in the assessment of interest and penalties. While we believe we have paid and provided for adequate amounts of tax, our business is complex and significant judgment is required in interpreting how tax legislation and regulations apply to us. OTHER RISKS Economic conditions Our businesses are affected by general economic conditions and consumer confidence and spending. Recessions, declines in economic activity, and economic uncertainty can erode consumer and business confidence and reduce discretionary spending. Any of these factors can negatively affect us through reduced advertising, for our products and services, decreased revenue and profitability, and higher churn and bad debt expense. A significant portion of our broadcasting and digital revenue comes from the sale of advertising and is affected by the strength of the economy. lower demand Strategy and business plans Our strategy is vital to our long-term success. Changing strategic priorities or adding new strategic priorities could compromise existing initiatives and could have a material adverse effect on our business, results of operations, and financial condition. We develop business plans, execute projects, and launch new ventures to grow our business. If the expected benefits from these do not materialize, this could have a material adverse effect on our business, results of operations, and financial condition. 66 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT Our products, services, and networks rely, in part, on certain vendors. Should our vendors not deliver solutions that operate as intended, our business and financial results could be adversely affected. This may result in subscriber losses, lower revenue, and unfavourable customer satisfaction. Monitoring and controlling fraudulent activities As a large company with tens of thousands of employees and a range of desirable and valuable products and services, fraud prevention requires a disciplined program covering governance, exposure identification and assessment, prevention, detection, and reporting. This program must consider corruption and misappropriation of assets by employees and/or external parties. Fraud events can result in financial loss and brand degradation. In addition to unauthorized access to digital boxes and Internet modems, a sample of potential examples of fraud relevant to us include (i) inappropriate use of our cable or wireless networks, (ii) subscription fraud and fraudulent account takeovers for purpose of hardware theft or SIM swapping, (iii) intentional manipulation of financial statements by employees and/or external parties, and (iv) copyright theft and other forms of unauthorized use that undermine the exclusivity of our content offerings. Unauthorized access to digital boxes or Internet modems With a significant number of Canadians purchasing illegal pre-loaded set-top boxes and illegally streaming our television products, cord-shaving, cord-cutting and customer churn rates could increase. To address this, we use encryption technology developed and supported by our vendors to protect our cable signals from unauthorized access and to control access to programming based on subscription packages. We also use encryption and security technologies to prevent unauthorized access to our Internet service. There is no assurance that we will be able to effectively prevent unauthorized decoding of television signals or Internet access in the future. If we are unable to control cable access with our encryption technology, and subscriptions to digital programming, including subscription video-on-demand, this could result in a decline in our Cable revenue. video-on-demand premium and Legal and ethical compliance We rely on our employees, officers, Board, suppliers, and other business partners to behave consistently with applicable legal and ethical standards in all jurisdictions in which we operate, including, but not limited to, anti-bribery laws and regulations. Situations where individuals or others, whether inadvertently or intentionally, do not adhere to our policies, applicable laws and regulations, or contractual obligations may expose us to litigation and the possibility of damages, sanctions, and fines, or of being disqualified from bidding on contracts. This may have an adverse effect on our results, financial position, reputation, and brand. Acquisitions, divestitures, or investments technologies, complementary businesses Acquiring developing strategic alliances, and divesting portions of our business are often required to optimally execute our business strategy. Some areas of our operations (and adjacent businesses) are subject to rapidly evolving technologies and consumer usage and and demand trends. It is possible that we may not effectively forecast the value of consumer demand or risk of competing technologies resulting in higher valuations for acquisitions or missed opportunities. Services, technologies, key personnel, or businesses of companies we acquire may not be effectively integrated into our business or service offerings, or our alliances may not be successful. We also may not be able to successfully complete certain divestitures on satisfactory terms, if at all. Decline of television subscribers in Canada (cord-cutting and cord-shaving) The number of households that subscribe to television service in Canada continues to decline. Other video offerings available to consumers (for example, direct-to-consumer subscription and free services), as well as piracy, have contributed to this trend. If this decline continues, it could have a material adverse effect on our results of operations. M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S focus towards the digital market. Migrating from conventional to digital media Our Media business operates in many industries that can be affected by customers migrating from conventional to digital media, which is driving shifts in the quality and accessibility of data and mobile alternatives to conventional media. We have been shifting our Increasing competition for advertising revenue from digital platforms, such as search engines, social networks, and digital content alternatives, has resulted in advertising dollars migrating from conventional television broadcasters to digital platforms. The impact is greater on conventional over-the-air broadcast networks, such as Citytv and OMNI, which do not have a second revenue stream from subscription revenue. Our Media results could be adversely affected if we are unsuccessful in shifting advertising dollars from conventional to digital platforms. Our market position in radio and television Advertising dollars typically migrate to media properties that are leaders in their respective markets and categories, particularly when advertising budgets are tight. Our radio and television properties may not continue performing how they currently perform. Advertisers base a substantial part of their purchasing decisions on ratings data generated by industry associations and agencies. If our radio and television ratings decrease substantially, our advertising sales volumes and the rates that we charge advertisers could be adversely affected. Climate change Climate change is an increasingly important consideration in all businesses, including the telecommunications business. Failure of climate change mitigation and adaptation efforts could affect our business through potential disruption of our operations or supply chains, damage to our infrastructure, and the effects on the communities we serve. The physical risk to our infrastructure caused by extreme weather disturbances related to climate change can significantly affect our ability to maintain secure communication services to all our customers, including governments and health and emergency services. Climate change and the environment are drawing more attention through evolving public interest. Many aspects of our operations 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 67 MANAGEMENT’S DISCUSSION AND ANALYSIS are subject to evolving and increasingly stringent federal, provincial, and local environmental, health, and safety laws and regulations. Such laws and regulations impose requirements with respect to matters such as the release of substances into the environment, corrective and remedial action concerning such releases, and the proper handling and management of substances. These evolving considerations and more stringent laws and regulations could lead to increased costs for compliance and rising costs of utilities. Failure to recognize and adequately respond could result in fines, regulatory scrutiny, or damage to our reputation or brand. Controlling shareholder ownership risk Rogers is a family-founded, family-controlled company. Voting control of Rogers Communications Inc. is held by the Trust for the benefit of successive generations of the Rogers family and, as a result, the Trust is able to elect all members of the Board and to control the vote on most matters submitted to shareholders, whether through a shareholder meeting or a written consent resolution. The beneficiaries of the Trust are a small group of individuals who are members of the Rogers family, several of whom are also directors of the Board. The trustee is the trust company subsidiary of a Canadian chartered bank. As at December 31, 2021, private Rogers family holding companies controlled by the Trust owned approximately 98% of our outstanding Class A Shares (2020 – 98%) and approximately 10% of our Class B Non-Voting Shares (2020 – 10%), or in total approximately 29% of the total shares outstanding (2020 – 29%). Only Class A Shares carry the right to vote in most circumstances. LITIGATION RISKS Wholesale Internet costing and pricing On August 15, 2019, in Telecom Order CRTC 2019-288, Follow-up to Telecom Orders 2016-396 and 2016-448 – Final rates for aggregated wholesale high-speed access services (Order), the CRTC set final rates for facilities-based carriers’ wholesale high- speed access services, including Rogers’ TPIA service. The Order set final rates for Rogers that are significantly lower than the interim rates that were previously billed and it further determined that these final rates will apply retroactively to March 31, 2016. We did not believe the final rates set by the CRTC were just and reasonable as required by the Telecommunications Act as we believed they were below cost. On May 27, 2021, the CRTC released Telecom Decision CRTC 2021-181 Requests to review and vary Telecom Order 2019-288 regarding final rates for aggregated wholesale high-speed access services. The CRTC decided to adopt the interim rates in effect prior to the Order as the final rates, with certain modifications, including the removal of the supplementary markup of 10% for incumbent local exchange carriers. The final rates are lower than the rates we previously billed to the resellers for the period of March 31, 2016 to October 6, 2016. We have recognized a refund of amounts previously billed to the resellers of approximately $25 million, representing the impact on a retroactive basis for that period. On May 28, 2021 a wholesale ISP petitioned the Governor in Council to, among other things, restore the 2019 Order and make the rates established in that order final. In addition, on June 28, 2021, the same wholesale ISP filed a motion seeking leave to appeal the 2021 Decision to the Federal Court of Appeal, which was granted on September 15, 2021. We, along with several other cable companies, have intervened in these matters. System access fee – Saskatchewan In 2004, a class action was commenced against providers of wireless communications in Canada under the Class Actions Act (Saskatchewan). The class action relates to the system access fee wireless carriers charge to some of their customers. The plaintiffs are seeking unspecified damages and punitive damages, which would effectively be a reimbursement of all system access fees collected. In 2007, the Saskatchewan Court granted the plaintiffs’ application to have the proceeding certified as a national, “opt-in” class action where affected customers outside Saskatchewan must take specific steps to participate in the proceeding. In 2008, our motion to stay the proceeding based on the arbitration clause in our wireless service agreements was granted. The Saskatchewan Court directed that its order, in respect of the certification of the action, would exclude customers who are bound by an arbitration clause from the class of plaintiffs. In 2009, counsel for the plaintiffs began a second proceeding under the Class Actions Act (Saskatchewan) asserting the same claims as the original proceeding. If successful, this second class action would be an “opt-out” class proceeding. This second proceeding was ordered conditionally stayed on the basis that it was an abuse of process. At the time the Saskatchewan class action was commenced, corresponding claims were filed in multiple jurisdictions across Canada. The claims in all provinces other than Saskatchewan have now been dismissed or discontinued. We have not recognized a liability for this contingency. 911 fee In June 2008, a class action was launched in Saskatchewan against providers of wireless communications services in Canada. It involves allegations of breach of contract, misrepresentation, and false advertising, among other things, in relation to the 911 fee that had been charged by us and the other wireless telecommunication providers in Canada. The plaintiffs are seeking unspecified damages and restitution. The plaintiffs intend to seek an order certifying the proceeding as a national class action in Saskatchewan. We have not recognized a liability for this contingency. Videotron Ltd. On October 29, 2021, Videotron Ltd. launched a lawsuit against Rogers in the Quebec Superior Court, in connection with the agreement entered into by the parties in 2013 for the development and operation of a joint LTE network in the province of Quebec. The lawsuit involves allegations by Videotron Ltd. that Rogers has breached its contractual obligations by developing its own network in the territory. Videotron is seeking compensatory damages in the amount of $850 million. We intend to vigorously defend this lawsuit. We have not recognized a liability for this contingency. Other claims There are certain other claims and potential claims against us. We do not expect any of these, individually or in the aggregate, to have a material adverse effect on our financial results. 68 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT Outcome of proceedings The outcome of all the proceedings and claims against us, including the matters described above, is subject to future resolution that includes the uncertainties of litigation. It is not possible for us to predict the result or magnitude of the claims due to the various factors and uncertainties involved in the legal process. Based on information currently known to us, we believe it is not probable that the ultimate resolution of any of these proceedings and claims, individually or in total, will have a material adverse effect on our business, financial results, or financial condition. If circumstances change and it becomes probable that we will be held liable for claims against us and such claim is estimable, we will recognize a provision during the period in which the change in probability occurs, which could be material to our Consolidated Statements of Income or Consolidated Statements of Financial Position. CONTROLS AND PROCEDURES DISCLOSURE CONTROLS AND PROCEDURES We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as at December 31, 2021, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-15 promulgated under the US Securities Exchange Act of 1934, as amended. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at that date. MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management is responsible for establishing and maintaining adequate internal controls over financial reporting. M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S Our internal control system is designed to give management and the Board reasonable assurance that our financial statements are prepared and fairly presented in accordance with IFRS as issued by the IASB. The system is intended to provide reasonable assurance that transactions are authorized, assets are safeguarded, and financial records are reliable. Management also takes steps to assure the flow of information and communication is effective, and monitors performance and our internal control procedures. Management assessed the effectiveness of our internal control over financial reporting as at December 31, 2021, based on the criteria set out in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and concluded that it was effective at that date. Our independent auditors, KPMG LLP, have issued an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021. This report is included in our 2021 Audited Consolidated Financial Statements filed on SEDAR (sedar.com). All internal control systems, however, no matter how well designed, have inherent limitations, and even systems that have been determined to be effective can only provide reasonable assurance about the preparation and presentation of financial statements. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES There have been no changes in 2021 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 69 MANAGEMENT’S DISCUSSION AND ANALYSIS Regulation in our Industry Our business, except for the non-broadcasting operations of Media, is regulated by two groups: • ISED Canada on behalf of the Minister of Innovation, Science and Industry; and • the CRTC, under Broadcasting Act. the Telecommunications Act and the Regulation relates to the following, among other things: • wireless spectrum and broadcasting licensing; • competition; • the cable television programming services we must, and can, distribute; • wireless and wireline interconnection agreements; • rates we can charge third parties for access to our network; • the resale of services on our networks; • roaming on our networks and the networks of others; • ownership and operation of our communications systems; and • our ability to acquire an interest in other communications systems. Regulatory changes or decisions can adversely affect our results of operations. Our costs of providing services may increase from time to time as we comply with industry or legislative initiatives to address consumer protection concerns or like copyright infringement, unsolicited commercial e-mail, cybercrime, and lawful access. Internet-related issues Generally, our spectrum and broadcast licences are granted for a specified term and are subject to conditions for maintaining these licences. Regulators can modify these licensing conditions at any time, and they can decide not to renew a licence when it expires. If we do not comply with the conditions, a licence may be forfeited or revoked, or we may be fined. The licences have conditions that require us, amongst other things, to comply with Canadian ownership restrictions of the applicable legislation. We are currently in compliance with these conditions. If we violate the requirements, we would be subject to various penalties, including the loss of a licence in extreme cases. Cable, wireless, and broadcasting licences generally cannot be transferred without regulatory approval. CANADIAN BROADCASTING AND TELECOMMUNICATIONS OPERATIONS The CRTC is responsible for regulating and supervising all aspects of the Canadian broadcasting and telecommunications system. Our Canadian broadcasting operations – including our cable television systems, radio and television stations, and specialty services – are licensed (or operated under an exemption order) and regulated by the CRTC under the Broadcasting Act. The CRTC is also responsible under the Telecommunications Act for the regulation of telecommunications carriers, including: • Wireless’ mobile voice and data operations; and • Cable’s Internet and telephone services. Our cable and telecommunications retail services are not currently subject to price regulation, other than our affordable entry-level 70 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT basic cable television service ordered by the CRTC and introduced in 2016, as the CRTC believes there is enough competition for these services provided by other carriers to protect the interests of users and has forborne from regulating them. Regulations can and do, however, affect the terms and conditions under which we offer these services. SPECTRUM LICENCES ISED Canada sets technical standards for telecommunications under the Radiocommunication Act (Canada) (Radiocommunication Act) and the Telecommunications Act. It licences and oversees: • the technical aspects of the operation of radio and television stations; • the frequency-related operations of cable television networks; and • spectrum for wireless communications systems in Canada. ROYALTIES The Copyright Board of Canada (Copyright Board) oversees the administration of copyright royalties in Canada and establishes the royalties to be paid for the use of certain copyrighted works. It sets that Canadian broadcasting the copyright undertakings, including cable, radio, television, and specialty services, pay to copyright collectives. royalties tariff BILLING AND CONTRACTS Manitoba, Newfoundland and Labrador, Ontario, and Quebec have enacted consumer protection legislation for wireless, wireline, and Internet service contracts. This legislation addresses the content of such contracts, the determination of the early cancellation fees that can be charged to customers, the use of security deposits, the cancellation and renewal rights of customers, the sale of prepaid cards, and the disclosure of related costs. Rogers is also currently subject to the CRTC Wireless Code, the CRTC Television Service Provider Code of Conduct that became effective on September 1, 2017, and the CRTC Internet Code that became effective on January 31, 2020. See “CRTC Wireless Code of Conduct” and “CRTC Internet Code” for more information. FOREIGN OWNERSHIP AND CONTROL Non-Canadians can own and control, directly or indirectly: • up to 33.3% of the voting shares and the related votes of a holding company that has a subsidiary operating company licenced under the Broadcasting Act, and • up to 20% of the voting shares and the related votes of the operating licensee company may be owned and controlled directly or indirectly by non-Canadians. Combined, these limits can enable effective foreign control of up to 46.7%. The chief executive officer and 80% of the members of the board of directors of the operating licensee must be resident Canadians. There are no restrictions on the number of non-voting shares that may be held by non-Canadians at either the holding company or the licensee company level. Neither the Canadian carrier nor its parent may be otherwise controlled in fact by non-Canadians. Subject to appeal to the federal Cabinet, the CRTC has the jurisdiction to determine as a question of fact whether a given licensee is controlled by non-Canadians. to same the Telecommunications Act and associated Pursuant to Canadian the regulations, telecommunications carriers such as Wireless, except that there is no requirement that the chief executive officer be a resident Canadian. We believe we are in compliance with the foregoing foreign ownership and control requirements. rules also apply less On June 29, 2012, Bill C-38 amending the Telecommunications Act passed into law. The amendments exempt telecommunications companies with total Canadian telecommunications market measured by revenue from foreign investment restrictions. Companies that are successful in growing their market shares total Canadian telecommunications market revenue other than by way of merger or acquisitions will continue to be exempt from the restrictions. in excess of 10% of 10% of than an extensive proceeding CRTC REVIEW OF BASIC TELECOMMUNICATIONS SERVICES After which telecommunications services Canadians require to participate meaningfully in the digital economy and the CRTC’s role in ensuring the availability of affordable basic telecommunications services to all Canadians, the CRTC released Telecom Regulatory Policy CRTC 2016-496, Modern telecommunications services – The path forward for Canada’s digital economy, on December 21, 2016. examining The CRTC set as its universal service objective that Canadians, in urban areas as well as in rural and remote areas, have access to voice services and broadband Internet access services, on both fixed and mobile wireless networks. To measure the successful achievement of this objective, the CRTC has established several criteria, including: • 90% of Canadian residential and business fixed broadband Internet access service subscribers should be able to access speeds of at least 50 Mbps download and 10 Mbps upload, and to subscribe to a service offering with an unlimited data allowance by 2021, with the remaining 10% of the population receiving such service by 2031; and • the latest generally deployed mobile wireless technology should be available not only in Canadian homes and businesses, but on as many major transportation roads as possible in Canada. To help attain the universal service objective, the CRTC will begin to shift the focus of its regulatory frameworks from wireline voice services to broadband Internet access services. As such, the following services that form part of the universal service objective are considered basic telecommunications services within the meaning of subsection 46.5(1) of the Telecommunications Act: • fixed and mobile wireless broadband Internet access services; and • fixed and mobile wireless voice services. To assist in extending broadband into under-served rural and remote locations, the CRTC stated that it would establish a new broadband fund to which all entities providing Internet services in Canada must contribute. The specifics of the fund, including guiding principles, fund design, and assessment criteria, were established in Telecom Regulatory Policy CRTC 2018-377, Development of the Commission’s Broadband Fund, released on M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S September 27, 2018. Two calls for applications occurred in 2019. 2020 marks the first year of payments into the fund, with a maximum funding level of $100 million in the first year of implementation. This level will increase by $25 million annually over the following four years to reach an annual cap of $200 million, with the incremental increases in years four and five contingent on a review of the fund in the third year to ensure it is being managed efficiently and is achieving its intended purpose. A percent of revenue levy has been applied on wireline and wireless voice revenues since 2000 to support providing voice service to designated high-cost local voice serving area and to provide a national video relay service (VRS). In 2019, a 0.52% levy on wireline and wireless voice revenues generated $94.2 million in subsidies. The voice service subsidy component is declining year- over-year because in Telecom Regulatory Policy CRTC 2018-213, Phase-out of the local voice service subsidy regime, the CRTC determined that the current $115 million local service subsidy for incumbent local telephone company high-cost serving areas would be phased out in six equal increments between 2019 and 2021 such that the voice subsidy will be eliminated by the end of 2021. For 2020, the $100 million funding requirements of the Broadband Fund will be added to the voice and VRS requirements, resulting in an increased projected subsidy requirement of $170.7 million per Telecom Decision CRTC 2019-395, Final 2019 revenue-percent charge and related matters, released on December 4, 2019. The percent of revenue levy currently applied to wireline and wireless voice revenues will be extended to also apply to Internet and texting revenue and is set for 2020 on an interim basis at 0.45% on this expanded revenue base, subject to finalization based on actual revenues in late 2020. legislation was passed CANADA’S ANTI-SPAM LEGISLATION Canada’s anti-spam law on December 15, 2010 and came into force on July 1, 2014. Sections of such installation of computer programs or software came into force on January 15, 2015. A private right of action that was to come into place under the legislation effective July 1, 2017 was deferred. We believe we are in compliance with this legislation. legislation related to the unsolicited into MANDATORY NOTIFICATION OF PRIVACY BREACHES On June 18, 2015, Bill S-4 – the Digital Privacy Act was passed into law. It made several amendments to PIPEDA, including the introduction of mandatory breach notification rules that came into force on November 1, 2018. Businesses must now notify impacted individuals and the federal Privacy Commissioner of a privacy breach where it is reasonable to believe the breach creates a real risk of significant harm to the individual. Notification must be completed as soon as feasible after it is determined a breach occurred. Businesses must also keep records of breaches and provide these records to the Privacy Commissioner upon request. The Privacy Commissioner may also launch an investigation or audit based on the information contained in the breach report. Failure to provide notification or maintain records could result in fines up to $100,000 per violation. In late 2019, the Privacy Commissioner reporting among seven conducted a telecommunications services providers, issuing a report with recommendations for best practices for industry. review of breach 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 71 MANAGEMENT’S DISCUSSION AND ANALYSIS GOVERNMENT OF CANADA REVIEW OF THE BROADCASTING ACT On February 2, 2022, the Federal Government introduced Bill C-11, the Online Streaming Act. Bill C-11 will amend the Broadcasting Act and make related and consequential amendments to other acts. The goal of Bill C-11 is to support Canada’s cultural policy objectives of producing Canadian stories in the midst of a changing broadcasting landscape. The main amendments would subject online streaming services to CRTC regulation and require specific investment in Canadian cultural enterprises and include diverse programming, including Indigenous content. The CRTC will decide how the new regulatory regime is to be implemented subject to the guidance that would be provided by the Government in a policy direction to be issued when (and if) the Bill is passed. WIRELESS 3500 AND 3800 MHZ SPECTRUM LICENCE BANDS The 3500 MHz band is key spectrum needed to support 5G technologies. To align with international standards, ISED Canada moved to implement a fundamental reallocation to allow flexible use of both mobile and fixed services in the band. On June 6, 2019, ISED Canada released its Decision (2019 Decision) on its Consultation on Revisions to the 3500 MHz Band to Accommodate Flexible Use and Preliminary Consultation on Changes to the 3800 MHz Band. The 2019 Decision determined that ISED Canada would issue flexible use licences in a 200 MHz frequency range from 3450-3650 MHz. Existing wireless licensees in this range that meet all of their conditions of licence were eligible to be issued flexible use licences covering the same geographic area for the following spectrum amounts: • any licensee that holds 75 MHz of existing spectrum or more will be eligible to apply for 60 MHz; • any licensee that holds 50 MHz of existing spectrum will be eligible to apply for 50 MHz; and • all other licensees will be eligible to apply for 20 MHz. Rogers and Bell previously held 3500 MHz spectrum licences across the country in Inukshuk™, a partnership between the two companies. Inukshuk held between 100-175 MHz of 3500 MHz spectrum in most major urban markets in Canada. Because Inukshuk held 75 or more MHz of 3500 MHz spectrum in each of the top 10 service areas in Canada by population, it was eligible to retain 60 MHz in those areas. In September 2020, Rogers and Bell unwound Inukshuk and transferred to each partner 50% of Inukshuk’s 3500 MHz holdings. As such, in accordance with the Decision and the transfer, Rogers in effect, will retain 30 MHz of 3500 MHz spectrum licences for re-designation to flexible use licences in each of the top 10 service areas in Canada by population. Because much of the 3500 MHz spectrum band is currently in use, the 2019 Decision set out a transition process to protect existing users and new licensees from interference as they transition to new flexible use licences. The transition process will follow a six-month cycle and last approximately five years. ISED Canada’s 3500 MHz spectrum licence auction began on June 15, 2021 and ended on July 23, 2021. The results were 72 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT publicly released on July 29, 2021. Twenty-three companies participated in the auction and 1,495 of 1,504 licences were awarded to fifteen of those participants, with a total value of $8.91 billion. We won 325 licences across the country at a cost of $3.3 billion. We made our first deposit of $665 million on August 13, 2021 and had expected to make final payment and receive the spectrum licences on October 4, 2021. On September 22, 2021, due to concerns of possible interference between the frequency bands used for 5G communications and the bands used for certain aviation navigation tools, ISED Canada published its Addendum to Consultation on Amendments to SRSP-520, Technical Requirements for Fixed and/or Mobile Systems, Including Flexible Use Broadband Systems, in the Band 3450-3650 MHz, thereby delaying the issuance of, and final payment for, the spectrum licences. In November 2021, ISED Canada published an updated version of SRSP-520, which imposes measures to address the protection of certain aviation navigation tools from interference. The revised date for final payment and issuance of the spectrum licences was December 17, 2021. We took possession of these licences after making final payment. On August 27, 2020, ISED Canada launched its Consultation on the Technical and Policy Framework for the 3650-4200 MHz Band and Changes to the Frequency Allocation of the 3500-3650 MHz Band to address potential changes to the spectrum utilization policy, band plans, and the technical and policy considerations to optimize the use of the 3700-4200 MHz bands to support 5G wireless technologies deployment. On May 21, 2021, ISED Canada released its Decision on the Technical and Policy Framework for the 3650-4200 MHz Band and Changes to the Frequency Allocation of the 3500-3650 MHz Band, announcing the decision to repurpose the 3800 MHz spectrum band to support 5G services. On December 17, 2021, follow-up ISED Canada proceeding, Consultation on a Policy and Licensing Framework for Spectrum in the 3800 MHz band, to determine the auction format and rules. Initial comments were due on February 15, 2022. The 3800 MHz auction is expected to take place in early 2023. launched a it reviews spectrum TRANSFERS, DIVISIONS, AND SUBORDINATE LICENSING OF SPECTRUM LICENCES In June 2013, ISED Canada released Framework Relating to Transfers, Divisions and Subordinate Licensing of Spectrum Licences for Commercial Mobile Spectrum. The Framework lays out the criteria ISED Canada will consider and the processes it will including use when prospective transfers that could arise from purchase or sale options and other agreements. Key items to note are that: • ISED Canada will review all spectrum transfer requests, and will not allow any that result in “undue spectrum concentration” and reduced competition. Decisions will be made on a case-by-case basis and will be issued publicly to increase transparency; and • licensees must ask for a review within 15 days of entering into any agreement that could lead to a prospective transfer. ISED Canada will review the agreement as though the licence transfer that could arise from it has been made. transfers, licence CRTC WIRELESS CODE OF CONDUCT In June 2013, the CRTC issued its Wireless Code of Conduct (Wireless Code) that came into effect in December 2013. The Wireless Code imposes several obligations on wireless carriers, including maximum contract term length, roaming bill caps, device unlocking requirements, and contract summaries. It also lays out the rules for device subsidies and early cancellation fees. Under the Wireless Code, if a customer cancels a contract early, carriers can only charge the outstanding balance of the device subsidy they received, which decreases by an equal amount every month over no more than 24 months. On June 15, 2017, the CRTC released its decision on the three-year review of the Wireless Code (Telecom Regulatory Policy CRTC 2017-200, Review of the Wireless Code). The CRTC determined that as of December 1, 2017, all individual and small business wireless service customers will have the right to have their cellular phones and other mobile devices unlocked, free of charge, upon request. In addition, all newly purchased devices must be provided unlocked from that day forward. The CRTC also determined that for family or shared plans (multi-line plans), the account holder must, by default, be the one who consents to data overage and data roaming charges beyond the established caps ($50 and $100 per month, respectively). Wireless service providers may, however, allow account holders to authorize other users on a family or shared plan to consent to additional charges. The CRTC also made clear that in all instances, the caps apply on a per account basis, regardless of the number of devices, for multi-line plans and individual lines on the account. introduced wireless device In July 2019, Rogers financing agreements with both 24- and 36-month terms. On August 30, 2019, the CRTC initiated Telecom Notice of Consultation CRTC 2019-309, Show cause proceeding and call for comments – The Wireless Code – Device financing plans, to consider whether device financing plans, including those with terms longer than 24 months, are compliant with the Wireless Code. We voluntarily ceased offering device financing arrangements with terms greater than 24 months at that time. Final reply submissions were filed on October 29, 2019. On March 4, 2021, the CRTC released Telecom Decision CRTC 2021-98, Wireless Code – Application to device financing plans, confirming that the Wireless Code does apply to device financing plans sold with a wireless service plan and that device financing plans must comply with all relevant protections of the Wireless Code. The CRTC also established that device financing plans are similar to device subsidies when determining early cancellation fees under the Wireless Code. TOWER SHARING POLICY In March 2013, ISED Canada released Revised Frameworks for Mandatory Roaming and Antenna Tower and Site Sharing, concluding a consultation initiated in 2012. It sets out the current rules for tower and site sharing, among other things. The key terms of the tower and site sharing rules are: • all holders of spectrum licences, and broadcasting certificates must share towers and antenna sites, where technically feasible, at commercial rates; and licences, radio • the timeframe for negotiating agreements is 60 days, after which arbitration according to ISED Canada arbitration rules will begin. In Telecom Regulatory Policy 2015-177, Regulatory framework for wholesale mobile wireless services, released in May 2015, the CRTC determined that it would not mandate or require general wholesale tariffs for tower and site sharing. At the same time, it determined that its existing powers and processes are sufficient to address tower and site sharing disputes related to rates, terms, and conditions. As a result, carriers may use the arbitration process established by ISED Canada, or they may request the CRTC to intervene in the event that tower and site sharing negotiations fail. to the CRTC on POLICY DIRECTION TO THE CRTC ON TELECOMMUNICATIONS On February 26, 2019, the Minister of Innovation, Science and Economic Development tabled a Proposed Order Issuing a the Canadian Direction Telecommunications Policy Objectives to Promote Competition, Affordability, Consumer Interests and Innovation. The Direction signals the government’s intention to require the CRTC to consider competition, affordability, consumer interests, and innovation in its telecommunications decisions and to demonstrate to Canadians in those decisions that it has done so. Implementing M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S On June 17, 2019, the Order Issuing a Direction to the CRTC on Implementing the Canadian Telecommunications Policy Objectives to Promote Competition, Affordability, Consumer Interests and Innovation came into effect after review and revision. It requires the CRTC to consider competition, affordability, consumer interests, and its telecommunications decisions and to demonstrate to Canadians in those decisions that it has done so. innovation in CRTC REVIEW OF MOBILE WIRELESS SERVICES On February 28, 2019, through Telecom Notice of Consultation CRTC 2019-57, Review of mobile wireless services, the CRTC initiated its five-year review to examine the state of the mobile wireless market and to determine whether further action is required to improve choice and affordability for Canadians. After extensive written submissions were filed in 2019, a two-week oral hearing began on February 18, 2020. Final written submissions were filed on July 15, 2020. On April 15, 2021 the CRTC issued Telecom Regulatory Policy 2021-130, Review of mobile wireless services. The CRTC mandated wholesale mobile virtual network operator (MVNO) access, seamless handoff for mandated wholesale roaming, and new mandatory low-cost and occasional-use retail rate plans; however, mandated MVNO access will only be provided if certain conditions are met as described briefly below. The CRTC decided that mandated wholesale MVNO access must be offered by the national carriers, and SaskTel in Saskatchewan, but only made available to eligible regional wireless carriers that hold mobile spectrum licences, and only in the areas that are covered by their licences. The terms and conditions associated with mandated MVNO access must be approved by the CRTC, while rates will be subject to commercial negotiation, backstopped by final offer arbitration, with the CRTC acting as arbitrator. Mandated MVNO access will be limited to a seven-year period commencing on the date the CRTC finalizes the terms and conditions. This time limit is intended to provide the regional carriers sufficient time to expand their networks while maintaining investment incentives. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 73 MANAGEMENT’S DISCUSSION AND ANALYSIS The national wireless carriers must also provide seamless handoff as part of the mandatory roaming they must offer to the regional wireless carriers. Seamless handoff will ensure that calls in progress are not dropped when customers travel outside their home network coverage and into the coverage of their roaming provider. The CRTC also directed the national wireless carriers to offer 5G roaming where the roaming network offers 5G service on its own network and to file proposed revised terms and conditions within 90 days for CRTC approval. Finally, the CRTC mandated retail rate plans for low-cost and occasional use. These plans were implemented on July 14, 2021. CABLE COPYRIGHT RETRANSMISSION OF DISTANT SIGNALS Pursuant to section 31(2) of the Copyright Act, television service providers are permitted to retransmit programming within distant over-the-air television signals as part of a compulsory licensing regime. Rates for the distribution of the programming are established through negotiation or set by the Copyright Board. Distributors and content providers (the Collectives) were unable to agree on a new rate for the distribution of distant signals after the expiration of the then-current agreement in 2013. A proceeding was initiated by the Copyright Board in 2015 and a decision was rendered on December 18, 2018. The decision increased the rate paid by broadcast distribution undertakings (BDUs) by approximately 8% for 2014, a further 7.5% for 2015, and a further 2.5% for 2016, with 2017 and 2018 held constant at the 2016 rate. For the period of 2019 to 2023, an interim rate was set at the 2016 rate of $1.17. The Collectives appealed the Copyright Board’s decision on the 2014 to 2018 rates, seeking to have the rates increased to an average of approximately $2.20 for the five-year period. On July 22, 2021, the Federal Court of Appeal (Court) released a decision in which it determined the 2014 and 2015 rates would be final but agreed with the Collectives that errors were made with respect to the 2016 to 2018 rates. The Copyright Board could hold a new proceeding as soon as early 2022 to determine the rates from 2016 onwards. In the meantime, the BDUs, including Rogers, have filed a motion for Leave to Appeal the Court’s decision with the Supreme Court of Canada. Due to the significant uncertainty surrounding both the outcome and the amount, if any, we might have to pay, we have not recorded a liability for this contingency at this time. The fees we currently pay the Collectives are not material. DIFFERENTIAL PRICING RELATED TO INTERNET DATA PLANS On April 20, 2017, the CRTC released Telecom Regulatory Policy CRTC 2017-104, Framework for assessing the differential pricing practices of Internet service providers, setting out the evaluation criteria it will apply to determine whether a specific differential pricing practice complies with subsection 27(2) of the Telecommunications Act on a case-by-case basis, as follows: • the degree to which the treatment of data is agnostic (i.e., data is Of these criteria, the degree to which data is treated agnostically will generally carry the most weight. The overriding expectation is that all content and applications will be treated in a neutral manner. Zero-rating of account management functions (e.g., monitoring of Internet data usage or the payment of bills online) will generally be permitted. WHOLESALE INTERNET COSTING AND PRICING On August 15, 2019, in Telecom Order CRTC 2019-288, Follow-up to Telecom Orders 2016-396 and 2016-448 – Final rates for aggregated wholesale high-speed access services (2019 Order), the CRTC set final rates for facilities-based carriers’ wholesale HAS, including Rogers’ TPIA service. The 2019 Order set final rates for Rogers that are significantly lower than the interim rates that were previously billed and it further determined that these final rates will apply retroactively to March 31, 2016. We do not believe the final rates set by the CRTC are just and reasonable as required by the Telecommunications Act as we believe they are below cost. to Appeal pursuant to Section 64(1) of On September 13, 2019, Rogers, in conjunction with the other large Canadian cable companies (Cable Carriers), filed a motion for Leave the Telecommunications Act with the Federal Court of Appeal (Court) and an associated motion for an interlocutory Stay of the 2019 Order. On November 22, 2019, the Court granted Leave to Appeal and an interlocutory Stay of the 2019 Order. On September 10, 2020, the Court dismissed the Cable Carriers’ appeal and simultaneously vacated the interlocutory Stay previously granted. to Section 12(1) of On November 13, 2019, Rogers, again in conjunction with the other Cable Carriers, filed an appeal of the 2019 Order with the Federal Cabinet, pursuant the Telecommunications Act, asking the Cabinet to order the CRTC to reconsider its August 15, 2019 decision in conjunction with the CRTC’s previously announced review of the entire wholesale regulatory framework. On August 15, 2020, the Federal Cabinet recognized that the final rates did not always appropriately balance the policy objectives of the wholesale network and were concerned that they would undermine investment in high-quality networks. They however decided not to refer the matter back to the CRTC, given that the matter was already before them as a result of the review and vary application filed by Rogers and the other Cable Carriers. of and Rules Procedure, On December 13, 2019, Rogers, again in conjunction with the other Cable Carriers, filed an Application with the CRTC seeking review and variance and stay of the 2019 Order pursuant to sections 27(1), 61(2), and 62 of the Telecommunications Act, Part 1 the Canadian Radio-television and Telecommunications of Commission a nd Practice Telecommunications Information Bulletin CRTC 2011-214, Revised Guidelines for review and vary applications. Specifically, we seek: a) review and variance of the methodology and the resulting rates approved for the Cable Carriers’ aggregated wholesale HAS in the 2019 Order in conjunction with the CRTC’s planned review of its approach to setting the rates for wholesale telecommunications services generally; review and variance of the determination in the 2019 Order regarding retroactivity such that any new wholesale rates for Cable Carrier HAS services apply only on a prospective basis; and treated equally regardless of its source or nature); • whether the offering is exclusive to certain customers or certain b) content providers; • the impact on Internet openness and innovation; and • whether there is financial compensation involved. 74 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S c) in the event that the interlocutory stay of the 2019 Order granted by the Federal Court of Appeal is terminated or varied, an interim stay of the 2019 Order pending completion of the Commission’s determinations in respect of both (a) and (b) above. On September 28, 2020, the CRTC issued a Stay of Order 2019-288 pending review of the appropriateness of the rates established in the 2019 Order. On November 12, 2020, Rogers, again in conjunction with the other Cable Carriers, filed a motion for Leave to Appeal the Court’s decision with the Supreme Court of Canada. The Supreme Court of Canada dismissed the request for Leave on February 25, 2021 without reasons. On May 27, 2021, the CRTC released Telecom Decision CRTC 2021-181 Requests to review and vary Telecom Order 2019-288 regarding final rates for aggregated wholesale high-speed access services (2021 Decision) in which it adopted the interim rates in effect prior to the 2019 Order as the final rates, with certain modifications, including the removal of the supplementary markup of 10% for incumbent local exchange carriers. On May 28, 2021, a wholesale ISP petitioned the Governor in Council to, among other things, restore the 2019 Order and make the rates established in that order final. In addition, on June 28, 2021, the same wholesale ISP filed a motion seeking leave to appeal the 2021 Decision to the Federal Court of Appeal, which was granted on September 15, 2021. We, along with several other cable companies, have intervened in these matters. CRTC INTERNET CODE On July 31, 2019, the CRTC released Telecom Regulatory Policy CRTC 2019-269, The Internet Code, establishing a mandatory code of conduct (Code) for large facilities-based ISPs that applies to the companies’ provision of fixed wireline Internet access services to individual customers. As is the case for the Wireless, Deposit and Disconnection, and Television Service Provider Codes already in place, the Commission for Complaints for Telecom-television Services Inc. (CCTS) will administer the Code. The Code came into effect on January 31, 2020. On September 20, 2016, the CRTC released Telecom Decision CRTC 2016-379, Follow-up to Telecom Regulatory Policy 2015-326 – Implementation of a disaggregated wholesale high-speed access service, including over fibre-to-the premises access facilities, addressing the technical implementation of new, disaggregated, high-speed access TPIA, a service that will provide access to FTTP facilities as ordered in the CRTC’s July 22, 2015 ruling. The decision is consistent with the positions submitted by Rogers in our filings. Proposed tariffs and supporting cost studies for the new service were filed on January 9, 2017, with further information filed later in 2017 and 2018. A decision on final rates was anticipated in 2020 but was temporarily suspended on June 11, 2020 by CRTC Telecom Notice of Consultation 2020-187, Call for comments – Appropriate network configuration for disaggregated wholesale high-speed access services. Initial comments for this proceeding were filed on October 5, 2020 and reply comments were filed on December 7, 2020. CRTC REVIEW OF LOCAL AND COMMUNITY PROGRAMMING On June 15, 2016, the CRTC released Broadcasting Regulatory Policy CRTC 2016-224, Policy framework for local and community television. The CRTC created a new model for BDU contributions to Canadian programming that took effect on September 1, 2017. Annual contributions will remain at 5% of annual gross broadcasting revenues; however, of that amount, in all licensed cable systems, up to 1.5% (rather than the previous 2%) can be used to fund community channel programming. Of this revenue, 0.3% must now go to a newly created Independent Local News Fund for independently owned local TV stations, and the remaining funding will continue to go to the Canada Media Fund and independent production funds. This decision provides the flexibility for BDUs that operate community channels in large markets (Montreal, Toronto, Edmonton, Calgary, and Vancouver) to now direct their community channel revenues from those markets to fund either community channel programming in smaller markets, or to fund local news on TV stations (such as Citytv, in the case of Rogers). Rogers has closed its Greater Toronto Area community channels and redirected these revenues. CRTC REVIEW OF WHOLESALE WIRELINE TELECOMMUNICATIONS SERVICES On July 22, 2015, the CRTC released its decision on the regulatory framework for wholesale wireline services (Telecom Regulatory Policy 2015-326, Review of wholesale wireline services and associated policies), determining which wireline services, and under what terms and conditions, facilities-based telecommunications carriers must make available to other telecommunications service providers, such as resellers. The CRTC determined that wholesale high-speed access services, which are used to support retail competition for services, such as local phone, television, and Internet access, would continue to be mandated. The provision of provincially aggregated services, however, would no longer be mandated and would be phased out in conjunction with the implementation of a disaggregated service with connections at telephone company central offices and cable company head-ends. The requirement to implement disaggregated wholesale high- speed access services will include making them available over fibre-to-the-premises (FTTP) access facilities. Regulated rates will continue to be based on long-run increment cost studies. TELEVISION SERVICES DISTRIBUTION On March 19, 2015, the CRTC released the third of its decisions related to its Let’s Talk TV proceeding. The CRTC ordered distributors to offer customers an option for a small basic service consisting only of Canadian local channels (local radio is optional), national mandatory services, community and provincial legislature channels, and, should they wish, US 4+1 networks beginning March 1, 2016. The retail rate for this entry-level service will be capped at $25 per month (excluding equipment). Effective March 1, 2016, we began offering a small basic service consisting local channels, national mandatory services, of Canadian community and provincial legislature channels, and the US 4+1 networks. The CRTC also adopted phased-in requirements for selling channels to customers “à la carte” and as part of “pick-packs”. All channels above the basic tier must be offered on an à la carte basis and in smaller, reasonably priced packages as of December 2016. As a BDU, we are permitted to continue to offer our existing basic service and programming packages. The CRTC also revised its 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 75 distribution undertakings, the CRTC renewed Rogers’ Broadcasting Distribution Undertaking licences in Ontario and Atlantic Canada for a full seven-year licence term with conditions substantially consistent with Rogers’ application. CRTC PROCEEDING ON FUTURE PROGRAMMING DISTRIBUTION MODELS On October 12, 2017, prompted by Order in Council P.C. 2017­ 1195, the CRTC initiated a proceeding (Broadcasting Notice of Consultation CRTC 2017-359, Call for comments on the Governor in Council’s request for a report on future programming distribution models) to report on the distribution model or models of programming that are likely to exist in the future; how and through whom Canadians will access that programming; and the extent to which these models will ensure a vibrant domestic market that is capable of supporting the continued creation, production, and distribution of Canadian programming, in both official languages, including original entertainment and information programming. issued its report on future On May 30, 2018, the CRTC programming distribution models requested by the government in September 2017 through Order in Council P.C. 2017-1195. The report proposes new tools and regulatory approaches to support the production and promotion of audio and video content made by and for Canadians. The report will inform the government’s review of the Broadcasting Act and Telecommunications Act. MANAGEMENT’S DISCUSSION AND ANALYSIS existing “preponderance” rule so that consumers will have to be offered, but will not have to receive, a majority of Canadian services. A number of changes to the Wholesale Code (formerly the Vertical Integration (VI) Code) addressing, amongst other matters, penetration-based rate cards and minimum guarantees were also made. All licensed programmers and BDUs are to comply with the Wholesale Code, which came into effect on January 22, 2016. for distribution The decision also addressed rules for distribution of foreign including services authorized requirements that foreign services make their channels available “à la carte” and in “pick-packs” or in smaller pre-assembled packages and abide by the Wholesale Code. Access rules for VI-owned services and independent services, channel packaging, and buy-through rules for multicultural services were also addressed. in Canada, On March 26, 2015, in the final decision related to Let’s Talk TV, the CRTC announced plans to establish a Television Service Provider (TVSP) Code of Conduct to govern certain aspects of the relationship between TVSPs and their customers as well as to allow consumers to complain to the Commissioner for Complaints for Telecommunications Services about their providers which came into effect on September 1, 2017. ROGERS CABLE TV LICENCE RENEWALS On August 2, 2018, in Broadcasting Decision CRTC 2018-265, Rogers – Licence renewal for various terrestrial broadcasting 76 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S Other Information ACCOUNTING POLICIES CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS Management makes judgments, estimates, and assumptions that affect how accounting policies are applied, the amounts we report in assets, liabilities, revenue, and expenses, and our related disclosure about contingent assets and liabilities. Significant changes in our assumptions, including those related to our future business plans and cash flows, could materially change the amounts we record. Actual results could be different from these estimates. These estimates are critical to our business operations and understanding our results of operations. We may need to use additional judgment because of the sensitivity of the methods and assumptions used in determining the asset, liability, revenue, and expense amounts. ESTIMATES REVENUE FROM CONTRACTS WITH CUSTOMERS Determining the transaction price The transaction price is the amount of consideration that is enforceable and to which we expect to be entitled in exchange for the goods and services we have promised to our customer. We determine the transaction price by considering the terms of the contract and business practices that are customary within that particular line of business. Discounts, rebates, refunds, credits, price concessions, incentives, penalties, and other similar items are reflected in the transaction price at contract inception. Determining the stand-alone selling price and the allocation of the transaction price The transaction price is allocated to performance obligations based on the relative stand-alone selling prices of the distinct goods or services in the contract. The best evidence of a stand-alone selling price is the observable price of a good or service when the entity sells that good or service separately in similar circumstances and to similar customers. If a stand-alone selling price is not directly observable, we estimate the stand-alone selling price taking into account reasonably available information relating to the market conditions, entity-specific factors, and the class of customer. In determining the stand-alone selling price, we allocate revenue between performance obligations based on expected minimum enforceable amounts to which Rogers is entitled. Any amounts above the minimum enforceable amounts are recognized as revenue as they are earned. LEASES We estimate the lease term by considering the facts and circumstances that can create an economic incentive to exercise an extension option, or not exercise a termination option. We make certain qualitative and quantitative assumptions when deriving the value of the economic incentive. USEFUL LIVES We depreciate the cost of property, plant and equipment over their estimated useful lives by considering industry trends and company- specific factors, including changing technologies and expectations for the in-service period of certain assets at the time. We reassess our estimates of useful lives annually, or when circumstances change, to ensure they match the anticipated life of the technology from a revenue-producing perspective. If technological change happens more quickly, or in a different way, than anticipated, we might have to reduce the estimated life of property, plant and equipment, which could result in a higher depreciation expense in future periods or an impairment charge to write down the value. We monitor and review our depreciation rates and asset useful lives at least once a year and change them if they are different from our previous estimates. We recognize the effect of changes in estimates in net income prospectively. CAPITALIZING DIRECT LABOUR, OVERHEAD, AND INTEREST Certain direct labour, overhead, and interest costs associated with the acquisition, construction, development, or improvement of our networks are capitalized to property, plant and equipment. The capitalized amounts are calculated based on estimated costs of projects that are capital in nature, and are generally based on a per-hour rate. In addition, interest costs are capitalized during development and construction of certain property, plant and equipment. Capitalized amounts increase the cost of the asset and result in a higher depreciation expense in future periods. IMPAIRMENT OF ASSETS Indefinite-life intangible assets (including goodwill and spectrum and/or broadcast licences) are assessed for impairment on an annual basis, or more often if events or circumstances warrant, and finite-life assets (including property, plant and equipment and other intangible assets) are assessed for impairment if events or circumstances warrant. The recoverable amount of a cash- generating unit (CGU) involves significant estimates such as future cash flows, terminal growth rates, and discount rates. If key estimates differ unfavourably in the future, we could experience impairment charges that could decrease net income. FAIR VALUE We use estimates to determine the fair value of assets acquired and liabilities assumed in an acquisition, using the best available information, including information from financial markets. These estimates include key assumptions such as discount rates, attrition rates, and terminal growth rates for performing discounted cash flow analyses. FINANCIAL INSTRUMENTS The fair values of our derivatives are recorded using an estimated credit-adjusted mark-to-market valuation. If the derivatives are in an asset position (i.e. the counterparty owes Rogers), the credit spread for the bank counterparty is added to the risk-free discount rate to determine the estimated credit-adjusted value. If the derivatives are in a liability position (i.e. Rogers owes the counterparty), our credit spread is added to the risk-free discount rate. The estimated credit­ 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 77 MANAGEMENT’S DISCUSSION AND ANALYSIS adjusted value of derivatives requires assessment of the credit risk of the parties to the instruments and the instruments’ discount rates. For all derivative instruments where hedge accounting is applied, we are required to ensure that the hedging relationships meet hedge effectiveness criteria. Hedge effectiveness testing requires the use of both judgments and estimates. PENSION BENEFITS When we account for defined benefit pension plans, assumptions are made in determining the valuation of benefit obligations. Assumptions and estimates include the discount rate, the rate of future compensation increase, and the mortality rate. Changes to these primary assumptions and estimates would affect the pension expense, pension asset and liability, and other comprehensive income. Changes in economic conditions, including financial markets and interest rates, may also have an impact on our pension plans, as there is no assurance that the plans will be able to earn the assumed rate of return. Market-driven changes may also result in changes in the discount rates and other variables that could require us to make contributions in the future that differ significantly from the current contributions and assumptions incorporated into the actuarial valuation process. Below is a summary of the effect an increase or decrease in the primary assumptions and estimates would have had on our accrued benefit obligation as at December 31, 2021. (In millions of dollars) Discount rate Impact of 0.5% increase Impact of 0.5% decrease Rate of future compensation increase Impact of 0.25% increase Impact of 0.25% decrease Mortality rate Impact of 1 year increase Impact of 1 year decrease Increase (decrease) in accrued benefit obligation (251) 285 17 (17) 67 (72) STOCK-BASED COMPENSATION Stock option plans Our employee stock option plans attach cash-settled share appreciation rights (SARs) to all new and previously granted options. The SAR feature allows the option holder to elect to receive a cash payment equal to the intrinsic value of the option, instead of exercising the option and acquiring Class B Non-Voting Shares. We measure stock-based compensation to employees at fair value. We determine the fair value of options using our Class B Non-Voting Share price and option pricing models, and record all outstanding stock options as liabilities. The liability is marked to market each period and is amortized to expense using a graded vesting approach over the period during which employee services are rendered, or over the period to the date an employee is eligible to retire, whichever is shorter. The expense in each period is affected by the change in the price of our Class B Non-Voting Shares during the period. Restricted share unit (RSU) and deferred share unit (DSU) plans We recognize outstanding RSUs and DSUs as liabilities, measuring the liabilities and compensation costs based on the awards’ fair values, which are based on the market price of the Class B Non-Voting Shares, and recognizing them as charges to operating costs over the vesting period of the awards. If an award’s fair value changes after it has been granted and before the exercise date, we recognize the resulting changes in the liability within operating costs in the year the change occurs. For RSUs, the payment amount is established as of the vesting date. For DSUs, the payment amount is established as of the exercise date. JUDGMENTS REVENUE FROM CONTRACTS WITH CUSTOMERS Distinct goods and services We make judgments in determining whether a promise to deliver goods or services is considered distinct. We account for individual products and services separately if they are distinct (i.e. if a product or service is separately identifiable from other items in the bundled package and if the customer can benefit from it). The consideration is allocated between separate products and services in a bundle based on their stand-alone selling prices. For items we do not sell separately, we estimate stand-alone selling prices using the adjusted market assessment approach. Determining costs to obtain or fulfill a contract Determining the costs we incur to obtain or fulfill a contract that meet the deferral criteria within IFRS 15 requires us to make significant judgments. We expect incremental commission fees paid to internal and external representatives as a result of obtaining contracts with customers to be recoverable. Residual value arrangements Under certain customer offers, we allow customers to defer a component of the device cost until contract termination. We use judgment in determining whether these arrangements constitute In making this revenue-generating arrangements or determination, we use judgment to assess the extent of control over the devices that passes to our customer, including whether the customer has a significant economic incentive at contract inception to return the device at contract termination. leases. LEASES We make judgments in determining whether a contract contains an identified asset. The identified asset should be physically distinct or represent substantially all of the capacity of the asset, and should provide us with the right to substantially all of the economic benefits from the use of the asset. We also make judgments in determining whether or not we have the right to control the use of the identified asset. We have that right when we have the decision-making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decisions about how and for what purpose the asset is used are predetermined, we have the right to direct the use of the asset if we have the right to operate the asset or if we designed the asset in a way that predetermines how and for what purpose the asset will be used. 78 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT We make judgments in determining the incremental borrowing rate used to measure our lease liability for each lease contract, including an estimate of the asset-specific security impact. The incremental borrowing rate should reflect the interest that we would have to pay to borrow at a similar term and with a similar security. lessor. At Certain of our leases contain extension or renewal options that are exercisable only by us and not by the lease commencement, we assess whether we are reasonably certain to exercise any of the extension options based on our expected economic return from the lease. We typically exercise extension options on our leases, especially related to our networks, primarily due to the significant cost that would be required to relocate our network towers and related equipment. We periodically reassess whether we are reasonably certain to exercise the options and account for any changes at the date of the reassessment. USEFUL LIVES AND DEPRECIATION AND AMORTIZATION METHODS We make significant for depreciating our property, plant and equipment that we believe most accurately represent the consumption of benefits derived from those assets and are most representative of the economic substance of the intended use of the underlying assets. in choosing methods judgments We amortize the cost of intangible assets with finite lives over their estimated useful lives. We review their useful lives, residual values, and the amortization methods at least once a year. We do not amortize intangible assets with indefinite lives (spectrum licences, broadcast licences, and certain brand names) as there is no foreseeable limit to the period over which these assets are expected to generate net cash inflows for us. We make judgments to determine that these assets have indefinite lives, analyzing all relevant factors, including the expected usage of the asset, the typical life cycle of the asset, and anticipated changes in the market demand for the products and services the asset helps generate. After review of the competitive, legal, regulatory, and other factors, it is our view that these factors do not limit the useful lives of our spectrum licences, broadcast licences, and certain brand names. Judgment is also applied in choosing methods for amortizing our intangible assets and program rights that we believe most accurately represent the consumption of those assets and are most representative of the economic substance of the intended use of the underlying assets. testing. The allocation of goodwill IMPAIRMENT OF ASSETS We make judgments in determining CGUs and the allocation of goodwill to CGUs or groups of CGUs for the purpose of impairment involves considerable management judgment in determining the CGUs (or groups of CGUs) that are expected to benefit from the synergies of a business combination. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Goodwill and indefinite-life intangible assets are allocated to CGUs (or groups of CGUs) based on the level at which management monitors goodwill, which is not higher than an operating segment. M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S RESTRUCTURING, ACQUISITION AND OTHER COSTS We make significant judgments in determining the appropriate classification of costs to be included in restructuring, acquisition and other. HEDGE ACCOUNTING We make significant judgments in determining whether our financial instruments qualify for hedge accounting, including our determination of hedge effectiveness. These judgments include assessing whether the forecast transactions designated as hedged items in hedging relationships will materialize as forecast, whether the hedging relationships designated as effective hedges for accounting purposes continue to qualitatively be effective, and determining the methodology to determine the fair values used in testing the effectiveness of hedging relationships. SEGMENTS We make significant judgments in determining our operating segments. These are components that engage in business activities from which they may earn revenue and incur expenses, for which operating results are regularly reviewed by our chief operating decision makers to make decisions about resources to be allocated and to assess component performance, and for which discrete financial information is available. INCOME TAXES AND OTHER TAXES We accrue income and other tax provisions based on information currently available in each of the jurisdictions in which we operate. While we believe we have paid and provided for adequate amounts of tax, our business is complex and significant judgment is required in interpreting how tax legislation and regulations apply to us. Our tax filings are subject to audit by the relevant government revenue authorities and the results of the government audit could materially change the amount of our actual income tax expense, income tax payable or receivable, other taxes payable or receivable, and deferred income tax assets and liabilities and could, in certain circumstances, result in the assessment of interest and penalties. is judgment CONTINGENCIES Considerable in the determination of involved contingent liabilities. Our judgment is based on information currently known to us, and the probability of the ultimate resolution of the contingencies. If it becomes probable that a contingent liability will result in an outflow of economic resources, we will record a provision in the period the change in probability occurs. The amount of the loss involves judgment based on information available at that time. Any provision recognized for a contingent liability could be material to our consolidated financial position and results of operations. ONEROUS CONTRACTS Significant judgment is required to determine when we are subject to unavoidable costs arising from onerous contracts. These judgments may include, for example, whether a certain promise is legally binding or whether we may be successful in negotiations with the counterparty. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 79 MANAGEMENT’S DISCUSSION AND ANALYSIS TRANSACTIONS WITH RELATED PARTIES We have entered into certain transactions in the normal course of business with related parties in which we have an equity interest, being primarily MLSE (primarily broadcasting rights) and Glentel (Wireless distribution support). The amounts received from or paid to these parties were as follows: (In millions of dollars) Revenue Purchases Years ended December 31 2021 2020 % Chg 31 180 26 121 19 49 We have entered into business transactions with Transcontinental Inc., a company that provides us with printing and prepress services. is chair of the board of Transcontinental Inc. and was a Director of RCI until June 2021. Isabelle Marcoux, C.M., (In millions of dollars) Printing and prepress services Years ended December 31 2021 2020 3 4 We have also entered into business transactions with companies controlled by our Directors Michael J. Cooper and John C. Kerr, which, as a result of the Board reconstitution in October 2021, are now related parties. These companies include Dream Unlimited Corp. and Vancouver Professional Baseball LLP, respectively. Dream Unlimited Corp. is a real estate company that rents spaces in office and residential buildings. Vancouver Professional Baseball LLP controls the Vancouver Canadians, the Toronto Blue Jays’ High-A affiliate minor league team. Total amounts paid to these related parties during the period from October 2021 to December 2021 were nominal. We have also entered into certain transactions with the Trust and companies it controls. These transactions are subject to formal agreements approved by the Audit and Risk Committee. Total amounts paid to these related parties generally reflect the charges to Rogers for occasional business use of aircraft, net of other administrative services, and were less than $1 million for each of 2021 and 2020. These transactions are measured at the amount agreed to by the related parties, which are also reviewed by the Audit and Risk Committee. The amounts owing are unsecured, interest-free, and due for payment in cash within one month from the date of the transaction. NEW ACCOUNTING PRONOUNCEMENTS ADOPTED IN 2021 We adopted the following IFRS amendments in 2021. They did not have a material effect on our financial statements. • Interest Rate Benchmark Reform – Phase 2 (Amendments to IFRS 9, IAS 39, and IFRS 7), addressing issues that might affect 80 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT financial reporting after the reform of an interest rate benchmark. There is significant uncertainty over the timing of when the replacements for IBORs will be effective and what those replacements will be. We will actively monitor the IBOR reform and consider circumstances as we renew or enter into new financial instruments. • Amendments to IFRS 16, Leases, allowing lessees to not assess lease whether a COVID-19-related rent concession modification. is a RECENT ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED The IASB has issued the following new standard and amendments that will become effective in future years and could have an impact on our consolidated financial statements in future periods: • IFRS 17, Insurance Contracts, a replacement of IFRS 4, Insurance Contracts, that aims to provide consistency in the application of accounting for insurance contracts (January 1, 2023). • Amendments to IFRS 3, Business Combinations – Updating a Reference to the Conceptual Framework, updating a reference in IFRS 3 to now refer to the Conceptual Framework (January 1, 2022). • Amendments to IAS 16, Property, Plant and Equipment: Proceeds before intended use, prohibiting reducing the cost of property, plant and equipment by proceeds while bringing an asset to capable operations (January 1, 2022). • Amendments to IAS 37, Provisions, Contingent Liabilities and Contingent Assets – Onerous Contracts, specifying costs an entity should include in determining the “cost of fulfilling” a potential onerous contract (January 1, 2022). • Amendments to IAS 1, Presentation of Financial Statements – Classification of Liabilities as Current or Non-current, clarifying the classification requirements in the standard for liabilities as current or non-current (January 1, 2023). • Amendments to IAS 1, Presentation of Financial Statements – Disclosure of Accounting Policies, requiring entities to disclose material, instead of significant, accounting policy information (January 1, 2023). • Amendments to IAS 8, Accounting Policies – Changes in Accounting Estimates and Errors, clarifying the definition of “accounting policies” and “accounting estimates” (January 1, 2023). • Amendments to IAS 12, Income Taxes – Deferred Tax related to Assets and Liabilities arising from a Single Transaction, narrowing the scope for exemption when recognizing deferred taxes (January 1, 2023). IFRS 17, Insurance Contracts, or We do not expect the amendments effective January 1, 2022, will have an effect on our consolidated financial statements. We are assessing the impacts, if any, the remaining amendments will have on our consolidated financial statements; however we currently do not expect any material impacts. KEY PERFORMANCE INDICATORS We measure the success of our strategy using a number of key performance indicators, which are outlined below. We believe these key performance indicators allow us to appropriately measure our performance against our operating strategy and against the results of our peers and competitors. The following key performance indicators are not measurements in accordance with IFRS and should not be considered alternatives to net income or any other measure of performance under IFRS. They include: • subscriber counts; • Wireless; •Cable; and • homes passed (Cable); • Wireless subscriber churn (churn); • Wireless blended average billings per user (ABPU); • Wireless blended average revenue per user (ARPU); • Cable average revenue per account (ARPA); • Cable customer relationships; • Cable market penetration (penetration); • capital intensity; • total service revenue; • dividend payout ratios; and • return on assets. SUBSCRIBER COUNTS We determine the number of subscribers to our services based on active subscribers. When subscribers are deactivated, either voluntarily or involuntarily for non-payment, they are considered deactivations in the period the services are discontinued. We use subscriber counts to measure our core business performance and ability to benefit from recurring revenue streams. We use homes passed (Cable) as a measure for our potential market penetration within a defined geographical area. Subscriber count (Wireless) • A wireless subscriber telephone number. is represented by each identifiable • We report wireless subscribers in two categories: postpaid and prepaid. Postpaid and prepaid include voice-only subscribers, data-only subscribers, and subscribers with service plans integrating both voice and data. • Usage and overage charges for postpaid subscribers are billed a month in arrears. Prepaid subscribers cannot incur usage and/or overage charges in excess of their plan limits or account balance. • Wireless prepaid subscribers are considered active for a period of 90 days from the date of their last revenue-generating usage. Subscriber count (Cable) • Cable Ignite TV and Internet subscribers are represented by a dwelling unit. • When there is more than one unit in a single dwelling, such as an apartment building, each tenant with cable service is counted as an invoiced separately or included in the tenant’s rent. Institutional units, such as hospitals or hotels, are each considered one subscriber. individual subscriber, whether the service is M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S • Cable Ignite TV and Internet subscribers include only those subscribers who have service installed and operating, and who are being billed accordingly. • Subscriber counts exclude certain business services delivered over our fibre network and data centre infrastructure, and circuit- switched local and long distance voice services and legacy data services where access is delivered using leased third-party network elements and tariffed ILEC services. Homes passed (Cable) Homes passed are represented by the total number of addresses that either are Cable subscribers or are non-subscribers, but have the ability to access our cable services, within a defined geographical area. When there is more than one unit in a single dwelling, such as an apartment building, each unit that is a Cable subscriber, or has the ability to access our cable services, is counted as an individual home passed. Institutional or commercial units, such as hospitals or hotels, are each considered one home passed. SUBSCRIBER CHURN Subscriber churn (churn) is a measure of the number of subscribers that deactivated during a period as a percentage of the total subscriber base, usually calculated on a monthly basis. Subscriber churn measures our success in retaining our subscribers. We calculate it by dividing the number of Wireless subscribers that deactivated (usually in a month) by the aggregate numbers of subscribers at the beginning of the period. When used or reported for a period greater than one month, subscriber churn represents the sum of the number of subscribers deactivating for each period divided by the sum of the aggregate number of subscribers at the beginning of each period. BLENDED AVERAGE BILLINGS PER USER (WIRELESS) We use blended ABPU as a measure that approximates the average amount we invoice an individual subscriber on a monthly basis. Blended ABPU helps us identify trends and measure our in attracting and retaining higher-value subscribers. success Blended ABPU is also a non-GAAP ratio. See “Non-GAAP and Other Financial Measures” for more information about this measure. BLENDED AVERAGE REVENUE PER USER (WIRELESS) Blended ARPU helps us identify trends and measure our success in attracting and retaining higher-value subscribers. Blended ARPU is a supplementary financial measure. See “Non-GAAP and Other Financial Measures” for an explanation as to the composition of this measure. AVERAGE REVENUE PER ACCOUNT (CABLE) Average revenue per account (ARPA) measures total average spending by a single customer account on Cable products. We use it to identify trends and measure our success in attracting and retaining multiple-service accounts. ARPA is also a supplementary financial measure. See “Non-GAAP and Other Financial Measures” for an explanation as to the composition of this measure. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 81 MANAGEMENT’S DISCUSSION AND ANALYSIS CUSTOMER RELATIONSHIPS Customer relationships are represented by dwelling units where at least one of our Cable services (i.e. Internet, legacy television or Ignite TV, and/or home phone) are installed and operating, and the service or services are billed accordingly. When there is more than one unit in one dwelling, such as an apartment building, each tenant with at least one of our Cable services is counted as an individual customer relationship, whether the service is invoiced separately or included in the tenant’s rent. Institutional units, like hospitals or hotels, are each considered one customer relationship. MARKET PENETRATION Market penetration (penetration) measures our success at attracting new households to our brands and products within our network footprint. Market penetration is calculated by dividing customer relationships by homes passed. An increasing market penetration rate reflects more new customer relationships than new homes passed. CAPITAL INTENSITY Capital intensity allows us to compare the level of our capital expenditures to that of other companies within the same industry. Our capital expenditures do not include expenditures on spectrum licences or additions to right-of-use assets. We use it to evaluate the performance of our assets and when making decisions about capital expenditures. We believe that certain investors and analysts use capital intensity to measure the performance of asset purchases and construction in relation to revenue. Capital intensity is also a supplementary financial measure. See “Non-GAAP and Other Financial Measures” for an explanation as to the composition of this measure. TOTAL SERVICE REVENUE We use total service revenue to measure our core business performance from the provision of services to our customers separate from revenue generated from the sale of equipment we have acquired from device manufacturers and resold. Included in this metric is our retail revenue from Today’s Shopping Choice and the Toronto Blue Jays, which are also core to our business. We calculate total service revenue by subtracting equipment revenue from total revenue. DIVIDEND PAYOUT RATIOS We calculate the dividend payout ratio by dividing dividends declared for the year by net income or free cash flow for the year. We use dividends as a percentage of net income and free cash flow to conduct analysis and assist with determining the dividends we should pay. Dividend payout ratio of net income and dividend payout ratio of free cash flow are also supplementary financial measures. See “Non-GAAP and Other Financial Measures” for an explanation as to the composition of these measures. RETURN ON ASSETS We use return on assets to measure our efficiency in using our assets to generate net income. Return on assets is also a supplementary financial measure. See “Non-GAAP and Other Financial Measures” for an explanation as to the composition of this measure. 2022 KEY PERFORMANCE INDICATOR CHANGES Effective January 1, 2022, we will begin disclosing mobile phone subscribers in Wireless, which will represent devices with voice-only or voice-and-data plans. Our current definition includes devices on data-only plans and customers who subscribe to our wireless home phone service. As a result, our definition of ARPU will also shift to mobile phone ARPU. We will also no longer report ABPU given the significant adoption of our wireless device financing program resulting in this metric being less meaningful. In Cable, we will adjust our definition of an Internet subscriber such that it will only include retail Internet subscribers, which will represent customers who have Internet service installed and operating, and are being billed directly by us. Our current definition includes TPIA subscribers and Smart Home Monitoring subscribers. 82 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S NON-GAAP AND OTHER FINANCIAL MEASURES We use the following “non-GAAP financial measures” and other “specified financial measures” (each within the meaning of applicable Canadian securities laws). These are reviewed regularly by management and the Board in assessing our performance and making decisions regarding the ongoing operations of our business and its ability to generate cash flows. Some or all of these measures may also be used by investors, lending institutions, and credit rating agencies as indicators of our operating performance, of our ability to incur and service debt, and as measurements to value companies in the telecommunications sector. These are not standardized measures under IFRS, so may not be reliable ways to compare us to other companies. Non-GAAP financial measures Specified financial measure Adjusted net income How it is useful • To assess the performance of our businesses before the effects of the noted items, because they affect the comparability of our financial results and could potentially distort the analysis of trends in business performance. Excluding these items does not imply that they are non-recurring. Taxes paid and other government payments • To assess how much cash we pay in taxes and fees to federal, provincial, and municipal governments. Adjusted Wireless service revenue • To facilitate the calculation of Wireless blended average billings per user (see Non-GAAP ratios). Most directly comparable IFRS financial measure Net income Income taxes paid Wireless service revenue How we calculate it Net income add (deduct) restructuring, acquisition and other; loss (recovery) on sale or wind down of investments; loss (gain) on disposition of property, plant and equipment; (gain) on acquisitions; loss on non-controlling interest purchase obligations; loss on repayment of long-term debt; loss on bond forward derivatives; and income tax adjustments on these items, including adjustments as a result of legislative changes. Income taxes paid add unrecoverable sales taxes paid; payroll taxes paid, regulatory and spectrum fees paid; and property and business taxes paid. Wireless service revenue add (deduct) amortization of contract assets and contract liabilities to accounts receivable; and financing receivable billings. Non-GAAP ratios How it is useful How we calculate it • To assess the performance of our businesses before the effects of the noted items, because they affect the comparability of our financial results and could potentially distort the analysis of trends in business performance. Excluding these items does not imply that they are non-recurring. Specified financial measure Adjusted basic earnings per share Adjusted diluted earnings per share Wireless blended average billings per user (ABPU) • To help us identify trends in our total monthly billings per subscriber and to measure our success in attracting and retaining higher-value subscribers. Adjusted net income divided by basic weighted average shares outstanding. Adjusted net income including the dilutive effect of stock-based compensation divided by diluted weighted average shares outstanding. Adjusted Wireless service revenue divided by average total number of Wireless subscribers for the relevant period. Specified financial measure Most directly comparable IFRS financial measure Adjusted EBITDA Net income Total of segments measures 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 83 MANAGEMENT’S DISCUSSION AND ANALYSIS Specified financial measure How it is useful Capital management measures Free cash flow • To show how much cash we generate that is available to repay debt and reinvest in our company, which is an important indicator of our financial strength and performance. • We believe that some investors and analysts use free cash flow to value a business and its underlying assets. Adjusted net debt • We believe this helps investors and analysts analyze our debt and cash balances while taking into account the impact of debt derivatives on our US dollar-denominated debt. Debt leverage ratio • We believe this helps investors and analysts analyze our ability to service our debt obligations. Available liquidity • To help determine if we are able to meet all of our commitments, to execute our business plan, and to mitigate the risk of economic downturns. How we calculate it Adjusted EBITDA divided by revenue. Supplementary financial measures Wireless service revenue divided by average total number of Wireless subscribers for the relevant period. Cable service revenue divided by average total number of customer relationships for the relevant period. Capital expenditures divided by revenue. Net income divided by total assets. Dividends declared divided by net income. Specified financial measure Adjusted EBITDA margin Wireless blended average revenue per user (ARPU) Cable average revenue per account (ARPA) Capital intensity Return on assets Dividend payout ratio of net income Dividend payout ratio of free cash flow Dividends declared for the year divided by free cash flow (defined above). RECONCILIATION OF ADJUSTED EBITDA (In millions of dollars) Net income Add (deduct): Income tax expense Other expense Finance costs Restructuring, acquisition and other Depreciation and amortization Adjusted EBITDA Years ended December 31 2021 1,558 569 2 849 324 2,585 5,887 2020 1,592 580 1 881 185 2,618 5,857 RECONCILIATION OF ADJUSTED NET INCOME RECONCILIATION OF ADJUSTED WIRELESS SERVICE REVENUE AND BLENDED ABPU (In millions of dollars. except subscribers (in 000s) and months) Wireless service revenue Add (deduct): Amortization of contract assets and contract liabilities to accounts receivable Financing receivable billings Adjusted Wireless service revenue Divided by: Average Wireless subscribers Months per period Years ended December 31 2021 6,666 362 1,388 8,416 2020 6,579 1,209 410 8,198 11,054 12 10,804 12 $ 63.45 $ 63.24 Years ended December 31 Blended ABPU (In millions of dollars) Net income Add (deduct): Restructuring, acquisition and other Income tax impact of above items 2021 1,558 324 (79) 2020 1,592 185 (52) Adjusted net income 1,803 1,725 84 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT SUMMARY OF FINANCIAL RESULTS OF LONG-TERM DEBT GUARANTOR Our outstanding public debt, amounts drawn on our $4.6 billion bank credit and letter of credit facilities, and derivatives are unsecured obligations of RCI, as obligor, and RCCI, as either co-obligor or guarantor, as applicable. The selected unaudited consolidating summary financial information for RCI for the periods identified below, presented with a separate column for: (i) RCI, (ii) RCCI, (iii) our non-guarantor subsidiaries on a combined basis, (iv) consolidating adjustments, and (v) the total consolidated amounts, is set forth as follows: Years ended December 31 (unaudited) (In millions of dollars) Selected Statements of Income data measure: Revenue Net income (loss) As at December 31 (unaudited) (In millions of dollars) RCI 1 RCCI 1 Non-guarantor subsidiaries 1 Consolidating adjustments 1 Total 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 — 1,558 — 12,769 1,528 1,592 12,400 1,316 2,073 105 1,703 171 (187) (1,633) (187) 14,655 1,558 (1,487) 13,916 1,592 RCI 1 RCCI 1,2 Non-guarantor subsidiaries 1 Consolidating adjustments 1 Total 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 Selected Statements of Financial Position data measure: Current assets Non-current assets Current liabilities Non-current liabilities 29,982 33,290 30,993 18,943 27,186 28,825 31,184 28,959 27,264 32,942 4,960 18,740 26,326 10,089 3,717 24,835 9,378 28,167 181 5,080 9,929 3,650 9,294 152 (63,067) (29,832) (64,694) (1,272) (56,512) 5,829 (27,744) 36,134 8,619 (58,139) (1,278) 22,812 6,929 31,925 6,586 22,694 1 For the purposes of this table, investments in subsidiary companies are accounted for by the equity method. 2 Amounts recorded in current liabilities and non-current liabilities for RCCI do not include any obligations arising as a result of being a guarantor or co-obligor, as the case may be, under any of RCI’s long-term debt. M A N A G E M E N T ’ S D I I S C U S S O N A N D A N A L Y S I S 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 85 MANAGEMENT’S DISCUSSION AND ANALYSIS FIVE-YEAR SUMMARY OF CONSOLIDATED FINANCIAL RESULTS (In millions of dollars, except per share amounts, subscriber count results, churn, ARPU, ARPA, percentages, and ratios) 2021 2020 2019 2018 1 2017 2 As at or years ended December 31 Revenue Wireless Cable Media Corporate items and intercompany eliminations Total revenue Total service revenue Adjusted EBITDA Wireless Cable Media Corporate items and intercompany eliminations Total adjusted EBITDA Net income Adjusted net income Cash provided by operating activities Free cash flow Capital expenditures Earnings per share Basic Diluted Adjusted earnings per share Basic Diluted Statements of Financial Position: Assets Property, plant and equipment Goodwill Intangible assets Investments Other assets Total assets Liabilities and Shareholders’ Equity Long-term liabilities Current liabilities Total liabilities Shareholders’ equity Total liabilities and shareholders’ equity Subscriber count results (in thousands) 3 Wireless subscribers 4 Internet subscribers 5,6 Ignite TV subscribers 7 Customer relationships 6,7 Additional Wireless metrics 3 Postpaid churn (monthly) Blended ARPU (monthly) Additional Cable metrics ARPA (monthly) 7 Penetration 7 Additional consolidated metrics Revenue growth Adjusted EBITDA growth Dividends declared per share Dividend payout ratio of net income 3 Dividend payout ratio of free cash flow 3 Return on assets 3 Debt leverage ratio 8,768 4,072 1,975 (160) 14,655 12,533 4,214 2,013 (127) (213) 5,887 1,558 1,803 4,161 1,671 2,788 $ 3.09 $ 3.07 $ 3.57 $ 3.56 14,666 4,024 12,281 2,493 8,499 41,963 22,812 8,619 31,431 10,532 41,963 11,297 2,665 788 2,581 0.95% $ 50.26 $132.58 54.9% 5% 1% $ 2.00 64.8% 60.4% 3.7% 3.4 8,530 3,946 1,606 (166) 13,916 11,955 4,067 1,935 51 (196) 5,857 1,592 1,725 4,321 2,366 2,312 $ 3.15 $ 3.13 $ 3.42 $ 3.40 14,018 3,973 8,926 2,536 9,401 38,854 22,695 6,586 29,281 9,573 38,854 10,943 2,598 544 2,530 1.00% $ 50.75 $130.70 55.3% (8)% (6)% $ 2.00 63.4% 42.7% 4.1% 3.0 9,250 3,954 2,072 (203) 15,073 12,965 4,345 1,919 140 (192) 6,212 2,043 2,135 4,526 2,278 2,807 $ 3.99 $ 3.97 $ 4.17 $ 4.15 13,934 3,923 8,905 2,830 7,427 37,019 21,639 5,964 27,603 9,416 37,019 10,840 2,534 326 2,510 1.11% $ 55.49 $131.71 56.1% –% 4% $ 2.00 50.0% 44.9% 5.5% 2.9 9,200 3,932 2,168 (204) 15,096 12,974 4,090 1,874 196 (177) 5,983 2,059 2,241 4,288 2,134 2,790 $ 4.00 $ 3.99 $ 4.35 $ 4.34 11,780 3,905 7,205 2,134 6,894 31,918 16,903 6,836 23,739 8,179 31,918 10,783 2,430 n/a n/a 8,569 3,894 2,153 (247) 14,369 12,550 3,726 1,819 127 (170) 5,502 1,845 1,902 3,938 1,685 2,436 $ 3.58 $ 3.57 $ 3.69 $ 3.68 11,143 3,905 7,244 2,561 5,637 30,490 16,111 6,883 22,994 7,496 30,490 10,482 2,321 n/a n/a 1.10% $ 55.64 1.20% $ 54.23 n/a n/a 5% 9% $ 1.92 48.0% 55.8% 6.5% 2.5 n/a n/a 5% 9% $ 1.92 53.6% 58.6% 6.1% 2.7 1 2018 and prior reported figures have not been restated applying IFRS 16. 2 2017 reported figures have been restated applying IFRS 15. 3 As defined. See “Key Performance Indicators”. 4 Effective October 1, 2019, and on a prospective basis, we reduced our Wireless postpaid subscriber base by 53,000 subscribers to remove a low-ARPU public services customer that was in the process of migrating to another service provider. We believe adjusting our base for a customer of this size that migrates off our network provides a more meaningful reflection of the underlying organic performance of our Wireless business. Effective April 1, 2019, we adjusted our Wireless prepaid subscriber base to remove 127,000 subscribers as a result of a change to our deactivation policy from 180 days to 90 days to be more consistent within the industry. Internet subscriber results include Smart Home Monitoring subscribers. 5 6 On September 30, 2020, we acquired approximately 2,000 Internet subscribers and customer relationships as a result of our acquisition of Ruralwave Inc., which are not included in net additions, but do appear in the ending total balance for 2020. On October 1, 2020, we acquired approximately 5,000 Internet subscribers and 6,000 customer relationships as a result of our acquisition of Cable Cable Inc., which are not included in net additions, but do appear in the ending total balance for December 31, 2020. On September 1, 2021, we acquired approximately 18,000 Internet subscribers and 20,000 customer relationships as a result of our acquisition of Seaside Communications, which are not included in net additions, but do appear in the ending total balance for December 31, 2021. Ignite TV subscribers, customer relationships, ARPA, and penetration have not been presented for periods prior to 2018. We commenced using the aforementioned measures as key performance indicators in the first quarter of 2020. See “Key Performance Indicators”. 7 86 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S Management’s Responsibility for Financial Reporting December 31, 2021 The accompanying consolidated financial statements of Rogers Communications Inc. and its subsidiaries and all the information in Management’s Discussion and Analysis the responsibility of management and have been approved by the Board of Directors. (MD&A) are Management has prepared the consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. The consolidated financial statements include certain amounts that are based on management’s best estimates and judgments and, in their opinion, present fairly, in all material respects, Rogers Communications Inc.’s financial position, results of operations, and cash flows. Management has prepared the financial information presented elsewhere in MD&A and has ensured that it is consistent with the consolidated financial statements. Management has developed and maintains a system of internal controls that further enhances the integrity of the consolidated financial statements. The system of internal controls is supported by includes management the communication to employees about its policies on ethical business conduct. internal audit function and Management believes these internal controls provide reasonable assurance that: • transactions are properly authorized and recorded; • financial records are reliable and form a proper basis for the preparation of consolidated financial statements; and • the assets of Rogers Communications Inc. and its subsidiaries are properly accounted for and safeguarded. The Board of Directors is responsible for overseeing management’s responsibility for financial reporting and is ultimately responsible for reviewing and approving the consolidated financial statements. The Board of Directors carries out this responsibility through its Audit and Risk Committee. its responsibilities; and The Audit and Risk Committee meets regularly with management, as well as the internal and external auditors, to discuss internal controls over the financial reporting process, auditing matters, and financial reporting issues; to satisfy itself that each party is properly discharging the consolidated financial statements, and the external auditors’ report. The Audit and Risk Committee reports its findings to the Board of Directors for its consideration when approving the consolidated financial statements for issuance to the shareholders. The Audit and Risk Committee also considers the engagement or re-appointment of the external auditors before submitting its recommendation to the Board of Directors for review and for shareholder approval. to review MD&A, The consolidated financial statements have been audited by KPMG LLP, the external auditors, in accordance with the standards of the Public Company Accounting Oversight Board (United States) on behalf of the shareholders. Our internal control over financial reporting as of December 31, 2021 has been audited by KPMG LLP, in accordance with the standards of the Public Company Accountability Oversight Board (United States). KPMG LLP has full and free access to the Audit and Risk Committee. March 3, 2022 Tony Staffieri President and Chief Executive Officer Glenn Brandt Chief Financial Officer 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 87 CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm the Shareholders and Board of Directors of Rogers To Communications Inc. income, changes income, comprehensive Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated statements of financial position of Rogers Communications Inc. (the Company) as of December 31, 2021 and 2020, the related consolidated statements of in shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its cash flows for each of the years in the two-year period ended December 31, 2021, International Financial Reporting Standards as issued by the International Accounting Standards Board. in conformity with We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 3, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. to obtain reasonable assurance about whether We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the the audit consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. 88 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT required that was communicated or Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements to be communicated to the Audit and Risk Committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. judgments. subjective, complex or judgments Recoverability of the carrying value of goodwill in the Media segment As discussed in Note 9 to the consolidated financial statements, the Company tests goodwill for impairment once per year as of October 1, or more frequently if they identify indicators of impairment. Goodwill is impaired if the recoverable amount of a cash-generating unit (CGU) or group of cash-generating units (CGUs) that contain goodwill is less than the carrying amount. The in determining CGUs and the Company makes allocation of goodwill for the purpose of impairment testing. Goodwill is monitored at an operating segment level in the Media segment. The goodwill balance in the Media segment as of December 31, 2021 was $969 million. A number of businesses within the Company’s Media segment are partially reliant on traditional advertising revenues, are subject to a highly competitive environment and continue to have profitability challenges due to declining advertising revenue growth rates and increasing costs of the producing and/or providing content. The estimate of recoverable amount, which is determined based on the higher of fair value less costs to sell and value in use, is based on significant estimates developed by the Company relating to future cash flows, the terminal growth rate, and the discount rate applied in its valuation model. We identified the assessment of the recoverability of the carrying value of goodwill in the Media segment as a critical audit matter. There was a high degree of auditor judgment applied in assessing the level at which goodwill was tested and in evaluating the key assumptions used in the valuation models, which included the CGUs’ future cash flows, the discount rate and the terminal growth rate. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s impairment testing process, including controls related to the determination that goodwill should be tested at the Media segment level and the key assumptions used in estimating the recoverable amount of the Media segment. We compared the Company’s historical cash flow forecasts to actual results achieved industry data. We to assess the Company’s ability to accurately forecast financial results. We compared the cash flow forecasts used to estimate the recoverable amount to approved plans. We assessed the assumptions used to determine the Media segment’s future cash flows by comparing to underlying documentation and external involved valuation market and relevant professionals with specialized skills and knowledge, who assisted in evaluating the discount rate, by comparing the Company’s inputs to the discount rate to publicly available data for comparable entities, independently developing a range of reasonable discount rates and comparing those to the Company’s rate, and the terminal growth rate for the Media segment, by comparing to underlying documentation and publicly available market data. We performed sensitivity analyses over the Company’s key assumptions used to determine the recoverable amount to assess the impact of changes in those assumptions on the Company’s determination of the recoverable amount. Chartered Professional Accountants, Licensed Public Accountants We have served as the Company’s auditor since 1969. Toronto, Canada March 3, 2022 C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 89 CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm the Shareholders and Board of Directors of Rogers To Communications Inc. Opinion on Internal Control Over Financial Reporting We have audited Rogers Communications Inc.’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, Rogers Communications Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated issued by the Committee of Sponsoring Framework (2013) Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2021 and 2020, the related consolidated statements of income, changes in shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements), and our report dated March 3, 2022 expressed an unqualified opinion on those consolidated financial statements. income, comprehensive Basis for Opinion is responsible for maintaining The Company’s management effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included under the heading Management’s Report on Internal Control over Financial Reporting contained within Management’s Discussion and Analysis for the year ended December 31, 2021. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Chartered Professional Accountants, Licensed Public Accountants Toronto, Canada March 3, 2022 90 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT Consolidated Statements of Income (In millions of Canadian dollars, except per share amounts) Years ended December 31 Revenue Operating expenses: Operating costs Depreciation and amortization Restructuring, acquisition and other Finance costs Other expense Income before income tax expense Income tax expense Net income for the year Earnings per share: Basic Diluted The accompanying notes are an integral part of the consolidated financial statements. C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S Note 2021 5 14,655 2020 13,916 6 7, 8, 9 10 11 12 13 14 14 8,768 2,585 324 849 2 2,127 569 1,558 8,059 2,618 185 881 1 2,172 580 1,592 $ 3.09 $ 3.07 $ 3.15 $ 3.13 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 91 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Statements of Comprehensive Income (In millions of Canadian dollars) Years ended December 31 Net income for the year Other comprehensive income (loss): Items that will not be reclassified to net income: Defined benefit pension plans: Remeasurements Related income tax (expense) recovery Defined benefit pension plans Equity investments measured at fair value through other comprehensive income (FVTOCI): Increase (decrease) in fair value Related income tax (expense) recovery Equity investments measured at FVTOCI Items that will not be reclassified to net income Items that may subsequently be reclassified to net income: Cash flow hedging derivative instruments: Unrealized loss in fair value of derivative instruments Reclassification to net income of loss on debt derivatives Reclassification to net income or property, plant and equipment of loss (gain) on expenditure derivatives Reclassification to net income for accrued interest Related income tax recovery Cash flow hedging derivative instruments Share of other comprehensive income (loss) of equity-accounted investments, net of tax Items that may subsequently be reclassified to net income Other comprehensive income (loss) for the year Comprehensive income for the year The accompanying notes are an integral part of the consolidated financial statements. Note 2021 1,558 2020 1,592 23 18 592 (157) 435 10 (3) 7 442 (210) 50 100 (15) 42 (33) 2 (31) 411 1,969 (121) 32 (89) (302) 40 (262) (351) (320) 286 (36) (49) 50 (69) (5) (74) (425) 1,167 92 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT Consolidated Statements of Financial Position (In millions of Canadian dollars) Assets Current assets: Cash and cash equivalents Accounts receivable Inventories Current portion of contract assets Other current assets Current portion of derivative instruments Total current assets Property, plant and equipment Intangible assets Investments Derivative instruments Financing receivables Other long-term assets Goodwill Total assets Liabilities and shareholders’ equity Current liabilities: Short-term borrowings Accounts payable and accrued liabilities Income tax payable Other current liabilities Contract liabilities Current portion of long-term debt Current portion of lease liabilities Total current liabilities Provisions Long-term debt Lease liabilities Other long-term liabilities Deferred tax liabilities Total liabilities Shareholders’ equity Total liabilities and shareholders’ equity Guarantees Commitments and contingent liabilities Subsequent events The accompanying notes are an integral part of the consolidated financial statements. On behalf of the Board of Directors: Edward S. Rogers Director Robert J. Gemmell Director C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S As at December 31 As at December 31 Note 2021 2020 715 3,847 535 115 497 120 5,829 14,666 12,281 2,493 1,431 854 385 4,024 41,963 2,200 3,416 115 607 394 1,551 336 8,619 50 17,137 1,621 565 3,439 31,431 10,532 41,963 2,484 2,856 479 533 516 61 6,929 14,018 8,926 2,536 1,378 748 346 3,973 38,854 1,221 2,714 344 243 336 1,450 278 6,586 42 16,751 1,557 1,149 3,196 29,281 9,573 38,854 15 16 5 17 7, 8 9 18 17 15 5 9 19 17, 20 5 21 8 20 21 8 22 13 24 27 28 17, 21, 24, 30 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 93 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Statements of Changes in Shareholders’ Equity (In millions of Canadian dollars, except number of shares) Class A Voting Shares Class B Non-Voting Shares Year ended December 31, 2021 Amount (000s) Amount Number of shares Number of shares (000s) Retained earnings FVTOCI investment reserve Hedging reserve Equity investment reserve Total shareholders’ equity Balances, January 1, 2021 Net income for the year Other comprehensive income (loss): Defined benefit pension plans, net of tax FVTOCI investments, net of tax Derivative instruments accounted for as hedges, net of tax Share of equity-accounted investments, net of tax Total other comprehensive income (loss) Comprehensive income (loss) for the year Reclassification to retained earnings for disposition of FVTOCI investments Transactions with shareholders recorded directly in equity: Dividends declared Share class exchange Total transactions with shareholders 71 111,154 397 393,771 7,916 999 194 (4) — — — — — — — — — — — — — — — — — — — — (1) (1) — — — — — — — — — — — — — 7 — — 7 7 — 1,558 435 — — — 435 1,993 — — — — — — — — 1 1 13 (13) (1,010) — (1,010) — — — — — — (33) — (33) (33) — — — — — — — — 2 2 2 — — — — 9,573 1,558 435 7 (33) 2 411 1,969 — (1,010) — (1,010) Balances, December 31, 2021 71 111,153 397 393,772 8,912 993 161 (2) 10,532 Class A Voting Shares Class B Non-Voting Shares Year ended December 31, 2020 Amount (000s) Amount Number of shares Number of shares (000s) Retained earnings FVTOCI investment reserve Hedging reserve Equity investment reserve Total shareholders’ equity Balances, January 1, 2020 Net income for the period Other comprehensive (loss) income: Defined benefit pension plans, net of tax FVTOCI investments, net of tax Derivative instruments accounted for as hedges, net of tax Share of equity-accounted investments, net of tax Total other comprehensive (loss) income Comprehensive income (loss) for the year Reclassification to retained earnings for disposition of FVTOCI investments Transactions with shareholders recorded directly in equity: Dividends declared Total transactions with shareholders 71 111,154 397 393,771 7,419 1,265 263 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 1,592 — — — — — — — — — — (89) — — (262) — — — — (89) 1,503 (262) (262) 4 (4) (1,010) (1,010) — — — — — (69) — (69) (69) — — — Balances, December 31, 2020 71 111,154 397 393,771 7,916 999 194 1 — — — — (5) (5) (5) — — — (4) 9,416 1,592 (89) (262) (69) (5) (425) 1,167 — (1,010) (1,010) 9,573 The accompanying notes are an integral part of the consolidated financial statements. 94 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT Consolidated Statements of Cash Flows (In millions of Canadian dollars) Years ended December 31 Operating activities: Net income for the year Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization Program rights amortization Finance costs Income tax expense Post-employment benefits contributions, net of expense Other Cash provided by operating activities before changes in net operating assets and liabilities, income taxes paid, and interest paid Change in net operating assets and liabilities Income taxes paid Interest paid Cash provided by operating activities Investing activities: Capital expenditures Additions to program rights Changes in non-cash working capital related to capital expenditures and intangible assets Acquisitions and other strategic transactions, net of cash acquired Other Cash used in investing activities Financing activities: Net proceeds received from (repayment of) short-term borrowings Net issuance of long-term debt Net (payments) proceeds on settlement of debt derivatives and forward contracts Transaction costs incurred Principal payments of lease liabilities Dividends paid Cash provided by financing activities Change in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S Note 2021 2020 7, 8, 9 9 11 13 23 29 7, 29 9 9 19 21 17 21 8 24 1,558 2,585 68 849 569 (5) 2 5,626 37 (700) (802) 4,161 (2,788) (54) 67 (3,404) 46 (6,133) 971 550 (8) (31) (269) (1,010) 203 (1,769) 2,484 715 1,592 2,618 77 881 580 13 119 5,880 (333) (418) (808) 4,321 (2,312) (57) (37) (103) (49) (2,558) (1,146) 2,540 80 (23) (213) (1,011) 227 1,990 494 2,484 Cash and cash equivalents are defined as cash and short-term deposits that have an original maturity of less than 90 days, less bank advances. The accompanying notes are an integral part of the consolidated financial statements. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 95 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Notes to Consolidated Financial Statements We, us, our, Rogers, Rogers Communications, and the Company refer to Rogers Communications Inc. and its subsidiaries. RCI refers to the legal entity Rogers Communications Inc., not including its subsidiaries. Rogers also holds interests in various investments and ventures. Page Note 96 97 99 101 102 105 106 108 109 112 112 113 113 114 115 115 Significant Accounting Policies Capital Risk Management Segmented Information Revenue Note 1 Nature of the Business Note 2 Note 3 Note 4 Note 5 Note 6 Operating Costs Note 7 Note 8 Note 9 Note 10 Restructuring, Acquisition and Other Note 11 Finance Costs Note 12 Other Expense Note 13 Note 14 Earnings Per Share Note 15 Accounts Receivable Inventories Note 16 Property, Plant and Equipment Leases Intangible Assets and Goodwill Income Taxes Page 115 125 126 128 129 132 132 136 137 139 140 141 142 143 Note Note 17 Financial Risk Management and Financial Instruments Note 18 Investments Note 19 Short-Term Borrowings Note 20 Provisions Note 21 Long-Term Debt Note 22 Other Long-Term Liabilities Note 23 Post-Employment Benefits Note 24 Shareholders’ Equity Note 25 Stock-Based Compensation Note 26 Related Party Transactions Note 27 Guarantees Note 28 Commitments and Contingent Liabilities Note 29 Supplemental Cash Flow Information Note 30 Shaw Transaction NOTE 1: NATURE OF THE BUSINESS Inc. Rogers Communications is a diversified Canadian communications and media company. Substantially all of our operations and sales are in Canada. RCI is incorporated in Canada and its registered office is located at 333 Bloor Street East, Toronto, Ontario, M4W 1G9. RCI’s shares are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI). We report our results of operations in three reportable segments. Each segment and the nature of its business is as follows: Segment Wireless Cable Media Principal activities Wireless telecommunications operations for Canadian consumers and businesses. Cable telecommunications operations, including Internet, television, telephony (phone), and smart home monitoring services for Canadian consumers and businesses, and network connectivity through our fibre network and data centre assets to support a range of voice, data, networking, hosting, and cloud-based services for the business, public sector, and carrier wholesale markets. A diversified portfolio of media properties, including sports media and entertainment, television and radio broadcasting, specialty channels, multi-platform shopping, and digital media. During the year ended December 31, 2021, Wireless and Cable were operated by our wholly owned subsidiary, Rogers Communications Canada Inc. (RCCI), and certain other wholly owned subsidiaries. Media was operated by our wholly owned subsidiary, Rogers Media Inc., and its subsidiaries. See note 4 for more information about our reportable operating segments. BUSINESS SEASONALITY Our operating results generally vary from quarter to quarter as a result of changes in general economic conditions and seasonal fluctuations, among other things, in each of our reportable segments. This means our results in one quarter are not necessarily indicative of how we will perform in a future quarter. Wireless, Cable, and Media each have unique seasonal aspects to, and certain other historical trends in, their businesses, which are described below. Fluctuations in net income from quarter to quarter can also be attributed to losses on the repayment of debt, other income and expenses, impairment of assets, restructuring, acquisition and other costs, and changes in income tax expense. The COVID-19 pandemic (COVID-19) significantly affected our operating results in 2020 and 2021 in addition to the typical seasonal fluctuations in our business that are described below. In Wireless, the decline in customer travel due to global travel restrictions resulted in lower-than-pre-pandemic roaming revenue. In Media, major professional sports leagues postponed their 2019-20 seasons between March and July 2020 and recommenced with contracted seasons from July to September 2020. The NBA and NHL also postponed and condensed their 2020-21 seasons to late December 2020 and early January 2021, respectively. These changes caused sports-related revenue and expenses, such as programming rights amortization, to be recognized at different points in time than is typical. Furthermore, the effect of the Toronto Blue Jays being able to allow limited game-day attendance this year and play a full season compared to the stricter public health restrictions in the prior year has resulted in increased revenue and operating expenses this year. 96 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S Wireless Wireless operating results are influenced by the timing of our marketing and promotional expenditures and higher levels of subscriber additions, resulting in higher subscriber acquisition- and activation-related expenses, typically in the third and fourth quarters. The third and fourth quarters typically experience higher volumes of activity as a result of “back to school” and holiday season-related consumer behaviour. Aggressive promotional offers are often advertised during these periods. In contrast, we typically see lower subscriber-related activity in the first quarter of the year. • revenue related to game day ticket sales, merchandise sales, and advertising is concentrated when games are played, with postseason games commanding a premium in advertising revenue and additional revenue from game day ticket sales and merchandise sales, if and when the Toronto Blue Jays play in the postseason (in the fourth quarter of the year); and • programming and production costs and player payroll are expensed based on the number of games aired or played, as applicable; and • the National Hockey League (NHL) season, where: The launch of new products and services, including popular new wireless device models, can also affect the level of subscriber activity. Highly anticipated device launches typically occur in the spring and fall seasons of each year. Wireless roaming revenue is dependent on customer travel volumes and timing, and is also impacted by foreign exchange rates and general economic conditions. Cable Cable’s operating results are affected by modest seasonal fluctuations, typically caused by: • university and college students who live in residences moving out early in the second quarter and canceling their service as well as students moving in late in the third quarter and signing up for cable service; • individuals temporarily suspending service for extended vacations or seasonal relocations; • the timing of service pricing changes; and • the concentrated marketing we generally conduct in our fourth quarter. Cable results from our enterprise customers do not generally have any unique seasonal aspects. Media Seasonal fluctuations relate to: • periods of increased consumer activity and their impact on advertising and related retail cycles, which tend to be most active in the fourth quarter due to holiday spending and slower in the first quarter; • the Major League Baseball season, where: • games played are concentrated in the spring, summer, and fall months (generally the second and third quarters of the year); NOTE 2: SIGNIFICANT ACCOUNTING POLICIES • regular season games are concentrated in the fall and winter months (generally the first and fourth quarters of the year) and playoff games are concentrated in the spring months (generally the second quarter of the year). We expect a correlation between the quality of revenue and earnings and the extent of Canadian teams’ presence during the playoffs; • programming and production costs are expensed based on the timing of when the rights are aired or are expected to be consumed; and • advertising revenue and programming expenses are concentrated when games are played, with playoff games commanding a premium in advertising revenue. ESTIMATION UNCERTAINTY Due to the uncertainty surrounding the duration and potential outcomes of COVID-19, and the unpredictable and continuously changing impacts and related government responses, there is more uncertainty associated with our assumptions, expectations, and estimates. We believe the most significantly affected estimates are related to our expected credit losses and allowance for doubtful accounts and as a the year ended December 31, 2020, we recognized an incremental $90 million in allowance for doubtful accounts expense on our accounts receivable, financing receivables, and contract assets based on changing economic conditions. result, for STATEMENT OF COMPLIANCE We prepared our consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The Board of Directors (the Board) authorized these consolidated financial statements for issue on March 3, 2022. (a) BASIS OF PRESENTATION All amounts are in Canadian dollars unless otherwise noted. Our functional currency is the Canadian dollar. We prepare the consolidated financial statements on a historical cost basis, except for: • certain financial instruments as disclosed in note 17, which are (b) BASIS OF CONSOLIDATION Subsidiaries are entities we control. We include the financial statements of our subsidiaries in our consolidated financial statements from the date we gain control of them until our control ceases. We eliminate all intercompany transactions and balances between our subsidiaries on consolidation. measured at fair value; • the net deferred pension described in note 23; and liability, which is measured as • liabilities for stock-based compensation, which are measured at fair value as disclosed in note 25. (c) FOREIGN CURRENCY TRANSLATION We translate amounts denominated in foreign currencies into Canadian dollars as follows: • monetary assets and liabilities – at the exchange rate in effect as at the date of the Consolidated Statements of Financial Position; 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 97 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS • non-monetary assets and liabilities, and related depreciation and amortization – at the historical exchange rates; and • revenue and expenses other than depreciation and amortization – at the average rate for the month in which the transaction was recognized. (d) BUSINESS COMBINATIONS We account for business combinations using the acquisition method of accounting. Only acquisitions that result in our gaining control over the acquired businesses are accounted for as business combinations. We possess control over an entity when we conclude we are exposed to variable returns from our involvement with the acquired entity and we have the ability to affect those returns through our power over the acquired entity. We calculate the fair value of the consideration paid as the sum of the fair value at the date of acquisition of the assets we transferred, the equity interests we issued, and the liabilities we incurred to former owners of the subsidiary. We measure goodwill as the fair value of the consideration transferred less the net recognized amount of the identifiable assets acquired and liabilities assumed, which are generally measured at fair value as of the acquisition date. When the excess is negative, a gain on acquisition is recognized immediately in net income. We expense the transaction costs associated with acquisitions as we incur them. During the year ended December 31, 2021, we made several individually immaterial acquisitions and recognized $51 million of related goodwill, $37 million of which has been allocated to our Cable operating segment and $14 million of which has been allocated to our Media operating segment. During the year ended December 31, 2020, we made several individually immaterial acquisitions and recognized $50 million in related goodwill, all of which was allocated to our Cable operating segment. (e) GOVERNMENT GRANTS We recognize government financial assistance when there is reasonable assurance that we will comply with the conditions of the assistance and the assistance will be received. Assistance related to expenses is recognized as a reduction of the related expense; assistance related to assets is recognized as a reduction to the carrying amount of the asset. During the year ended December 31, 2020, we qualified for $91 million of funding associated with the Canada Emergency Wage Subsidy (CEWS) program, a federal government initiative offered to eligible employers who kept individuals employed during COVID-19. (f) NEW ACCOUNTING PRONOUNCEMENTS ADOPTED IN 2021 We adopted the following IFRS amendments in 2021. They did not have a material effect on our consolidated financial statements. • Interest Rate Benchmark Reform – Phase 2 (Amendments to IFRS 9, IAS 39, and IFRS 7), addressing issues that might affect financial reporting after the reform of an interest rate benchmark. There is significant uncertainty over the timing of when the replacements for IBORs will be effective and what those replacements will be. We will actively monitor the IBOR reform and consider circumstances as we renew or enter into new financial instruments. • Amendments to IFRS 16, Leases, allowing lessees to not assess lease whether a COVID-19-related rent concession modification. is a 98 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT (g) RECENT ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED The IASB has issued the following new standard and amendments that will become effective in a future year and could have an impact on our consolidated financial statements in future periods: • IFRS 17, Insurance Contracts, a replacement of IFRS 4, Insurance Contracts, that aims to provide consistency in the application of accounting for insurance contracts (January 1, 2023). • Amendments to IFRS 3, Business Combinations – Updating a Reference to the Conceptual Framework, updating a reference in IFRS 3 to now refer to the Conceptual Framework (January 1, 2022). • Amendments to IAS 16, Property, Plant and Equipment: Proceeds before intended use, prohibiting reducing the cost of property, plant and equipment by proceeds while bringing an asset to capable operations (January 1, 2022). • Amendments to IAS 37, Provisions, Contingent Liabilities and Contingent Assets – Onerous Contracts, specifying costs an entity should include in determining the “cost of fulfilling” a potential onerous contract (January 1, 2022). • Amendments to IAS 1, Presentation of Financial Statements – Classification of Liabilities as Current or Non-current, clarifying the classification requirements in the standard for liabilities as current or non-current (January 1, 2023). • Amendments to IAS 1, Presentation of Financial Statements – Disclosure of Accounting Policies, requiring entities to disclose material, instead of significant, accounting policy information (January 1, 2023). • Amendments to IAS 8, Accounting Policies – Changes in Accounting Estimates and Errors, clarifying the definition of “accounting policies” and “accounting estimates” (January 1, 2023). • Amendments to IAS 12, Income Taxes – Deferred Tax related to Assets and Liabilities arising from a Single Transaction, narrowing the scope for exemption when recognizing deferred taxes (January 1, 2023). IFRS 17, Insurance Contracts, or the We do not expect amendments effective January 1, 2022, will have an effect on our consolidated financial statements. We are assessing the impacts, if any, the remaining amendments will have on our consolidated financial statements; however we currently do not expect any material impacts. financial consolidated (h) ADDITIONAL SIGNIFICANT ACCOUNTING POLICIES, ESTIMATES, AND JUDGMENTS statements, When preparing our management makes judgments, estimates, and assumptions that affect how accounting policies are applied and the amounts we report as assets, liabilities, revenue, and expenses. Our significant accounting policies, estimates, and judgments are identified in this note or disclosed throughout the notes as identified in the table below, including: • information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the amounts recognized in the consolidated financial statements; • information about judgments made in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements; and • information on our significant accounting policies. N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S Note Topic Page Accounting Policy Use of Estimates Use of Judgments 4 5 7 8 9 10 13 14 15 16 17 18 20 23 25 28 Reportable Segments Revenue Recognition Property, Plant and Equipment Leases Intangible Assets and Goodwill Restructuring, Acquisition and Other Income Taxes Earnings Per Share Accounts Receivable Inventories Financial Instruments Investments Provisions Post-Employment Benefits Stock-Based Compensation Commitments and Contingent Liabilities 101 102 106 108 109 112 113 114 115 115 115 125 128 132 137 141 X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X NOTE 3: CAPITAL RISK MANAGEMENT Our objectives in managing capital are to ensure we have sufficient available liquidity to meet all of our commitments and to execute our business plan. We define capital that we manage as shareholders’ equity, indebtedness (including the current portion of our long-term debt, long-term debt, short-term borrowings, the current portion of our lease liabilities, and lease liabilities), cash and cash equivalents, and derivative instruments. We manage our capital structure, commitments, and maturities and make adjustments based on general economic conditions, financial markets, operating risks, our investment priorities, and working capital requirements. To maintain or adjust our capital structure, we may, with approval from the Board as necessary, issue or repay debt and/or short-term borrowings, issue or repurchase shares, pay dividends, or undertake other activities as deemed appropriate under the circumstances. The Board reviews and approves the annual capital and operating budgets, as well as any material transactions that are not part of the ordinary course of business, including proposals for acquisitions or other major financing transactions, investments, or divestitures. The wholly owned subsidiary through which our credit card programs are operated is regulated by the Office of the Superintendent of Financial Institutions, which requires that a minimum level of regulatory capital be maintained. Rogers’ subsidiary was in compliance with that requirement as at December 31, 2021 and 2020. The capital requirements are not the Company as at December 31, 2021 or to material December 31, 2020. With the exception of our credit card programs and the subsidiary through which they are operated, we are not subject to externally imposed capital requirements. KEY METRICS AND RATIOS We monitor adjusted net debt, debt leverage ratio, free cash flow, and available liquidity to manage our capital structure and related risks. These are not standardized financial measures under IFRS and might not be comparable to similar capital management measures disclosed by other companies. A summary of our key metrics and ratios follows, along with a reconciliation between each of these measures and the items presented in the consolidated financial statements. Adjusted net debt and debt leverage ratio We monitor adjusted net debt and debt leverage ratio as part of the management of liquidity to sustain future development of our business, conduct valuation-related analyses, and make decisions about capital. In so doing, we typically aim to have an adjusted net debt and debt leverage ratio that allow us to maintain investment- grade credit ratings, which allows us strong access to capital markets. Our debt leverage ratio can increase due to strategic, long-term investments (for example, to obtain new spectrum licences or to consummate an acquisition) and we work to lower the ratio over time. As at December 31, 2021 and 2020, we met our objectives for these metrics. On March 15, 2021, we announced an agreement with Shaw Communications Inc. (Shaw) to acquire all of Shaw’s issued and outstanding Class A Participating Shares and Class B Non-Voting Participating Shares (collectively, Shaw Shares) for a price of $40.50 per share (Transaction). The Transaction is valued at approximately $26 billion, including the assumption of approximately $6 billion of Shaw debt. See note 30 for more information about the Transaction. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 99 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS We expect to raise up to $19 billion in new debt to finance the Transaction. To address this risk and requirement, we entered into a binding commitment letter for a committed credit facility with a syndicate of banks in an amount up to $19 billion (see note 19) in March 2021 and a $6 billion term loan facility (Shaw term loan facility, see note 21) in April 2021, as a result of which, the maximum amount we can draw on this committed credit facility decreased to $13 billion. We anticipate adjusted net debt will increase correspondingly with any debt issued or drawn and our debt leverage ratio will increase significantly in the short- to medium-term. Free cash flow We use free cash flow to understand how much cash we generate that is available to repay debt or reinvest in our business, which is an important indicator of our financial strength and performance. (In millions of dollars) Adjusted EBITDA Deduct (add): Capital expenditures 1 Interest on borrowings, net of Note 4 7 11 Years ended December 31 2021 5,887 2020 5,857 2,788 2,312 728 700 761 418 1,671 2,366 As at December 31 As at December 31 capitalized interest Cash income taxes 2 2020 Free cash flow 2021 1,551 17,137 1,450 16,751 1 Includes additions to property, plant and equipment net of proceeds on disposition, but does not include expenditures for spectrum licences or additions to right-of-use assets. 185 172 2 Cash income taxes are net of refunds received. (In millions of dollars) Note Cash provided by operating activities Add (deduct): Capital expenditures Interest on borrowings, net of capitalized interest Interest paid Restructuring, acquisition and other Program rights amortization Change in net operating assets and liabilities Other adjustments 1 Years ended December 31 2021 4,161 2020 4,321 7 (2,788) (2,312) 11 10 9 29 12, 23 (728) 802 324 (68) (37) 5 (761) 808 185 (77) 333 (131) Free cash flow 1,671 2,366 1 Other adjustments consists of post-employment benefit contributions, net of expense, cash flows relating to other operating activities, and other expense from our financial statements. Available liquidity Available liquidity fluctuates based on business circumstances. We continually manage, and aim to have sufficient, available liquidity at all times to help protect our ability to meet all of our commitments (operationally and for maturing debt obligations), to execute our business plan licences or consummate acquisitions), to mitigate the risk of economic downturns, and for other unforeseen circumstances. As at December 31, 2021 and 2020, we had sufficient liquidity available to us to meet this objective. to acquire spectrum (including (In millions of dollars) Current portion of long-term debt Long-term debt Deferred transaction costs and discounts Note 21 21 21 Add (deduct): Subordinated notes adjustment 1 Net debt derivative assets 2 Credit risk adjustment related to net debt derivative assets 3 Short-term borrowings Current portion of lease liabilities Lease liabilities Cash and cash equivalents 19 8 8 18,873 18,373 (1,000) (1,260) (18) 2,200 336 1,621 (715) – (1,086) (15) 1,221 278 1,557 (2,484) Adjusted net debt 20,037 17,844 As at December 31 As at December 31 (In millions of dollars, except ratios) Note 2021 2020 Adjusted net debt Divided by: trailing 12-month adjusted EBITDA Debt leverage ratio 20,037 17,844 4 5,887 3.4 5,857 3.0 1 For the purposes of calculating adjusted net debt, we believe adjusting 50% of the value of our subordinated notes is appropriate as this methodology factors in certain circumstances with respect to priority for payment and this approach is commonly used to evaluate debt leverage by rating agencies. 2 Net debt derivative assets consists of the net fair value of our debt derivatives on issued debt accounted for as hedges. 3 For accounting purposes in accordance with IFRS, we recognize the fair values of our debt derivatives using an estimated credit-adjusted mark-to-market valuation by discounting cash flows to the measurement date. For purposes of calculating adjusted net debt, we believe including debt derivatives valued without adjustment for credit risk is commonly used to evaluate debt leverage and for market valuation and transactional purposes. 100 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S Below is a summary of our total available liquidity from our cash and cash equivalents, bank credit facilities, letters of credit facilities, and short-term borrowings, including our receivables securitization program and our US dollar-denominated commercial paper (US CP) program. As at December 31, 2021 (In millions of dollars) Cash and cash equivalents Bank credit facilities 2: Revolving Non-revolving Outstanding letters of credit Receivables securitization 2 Total Note Total sources Drawn Letters of credit US CP program 1 Net available 21 19 21 19 715 – 4,000 507 72 1,200 – 507 – 800 6,494 1,307 – 8 – 72 – 80 – 894 – – – 894 715 3,098 – – 400 4,213 1 The US CP program amounts are gross of the discount on issuance. 2 The total liquidity sources under our bank credit facilities and receivables securitization represents the total credit limits per the relevant agreements. The amount drawn and letters of credit are currently outstanding under those agreements. The US CP program amount represents our currently outstanding US CP borrowings that are backstopped by our revolving credit facility. As at December 31, 2020 (In millions of dollars) Cash and cash equivalents Bank credit facilities 2: Revolving Outstanding letters of credit Receivables securitization 2 Total Note Total sources Drawn Letters of credit US CP program 1 Net available 21 21 19 2,484 – 3,200 101 1,200 6,985 – – 650 650 – 8 101 – 109 – 2,484 573 – – 573 2,619 – 550 5,653 1 The US CP program amounts are gross of the discount on issuance. 2 The total liquidity sources under our bank credit facilities and receivables securitization represents the total credit limits per the relevant agreements. The amount drawn and letters of credit are currently outstanding under those agreements. The US CP program amount represents our currently outstanding US CP borrowings that are backstopped by our revolving credit facility. Subsequent to the final payment for the 3500 MHz spectrum licence acquisition in December 2021 (see note 9), we cancelled $360 million of letters of credit and US$1.2 billion of non-revolving credit facilities, which reduced total liquidity sources to $6.5 billion as at December 31, 2021. NOTE 4: SEGMENTED INFORMATION ACCOUNTING POLICY Reportable segments We determine our reportable segments based on, among other things, how our chief operating decision maker, the Chief Executive Officer and Chief Financial Officer of RCI, regularly review our operations and performance. They review adjusted EBITDA as the key measure of profit for the purpose of assessing performance of each segment and to make decisions about the allocation of resources, as they believe adjusted EBITDA reflects segment and consolidated profitability. Adjusted EBITDA is defined as income before depreciation and amortization; (gain) loss on disposition of property, plant and equipment; restructuring, acquisition and other; finance costs; other expense (income); and income tax expense. We follow the same accounting policies for our segments as those described in the notes to our consolidated financial statements. We account for transactions between reportable segments in the same way we account for transactions with external parties, but eliminate them on consolidation. JUDGMENTS We make significant judgments in determining our operating segments. These are components that engage in business activities from which they may earn revenue and incur expenses, for which operating results are regularly reviewed by our chief operating decision maker to make decisions about resources to be allocated and assess component performance, and for which discrete financial information is available. REPORTABLE SEGMENTS Our reportable segments are Wireless, Cable, and Media (see note 1). All three segments operate substantially in Canada. Corporate items and eliminations include our interests in businesses that are not reportable operating segments, corporate administrative functions, and eliminations of inter-segment revenue and costs. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 101 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS INFORMATION BY SEGMENT Year ended December 31, 2021 (In millions of dollars) Revenue Operating costs Adjusted EBITDA Depreciation and amortization Restructuring, acquisition and other Finance costs Other expense Income before income tax expense Capital expenditures Goodwill Total assets Year ended December 31, 2020 (In millions of dollars) Revenue Operating costs Adjusted EBITDA Depreciation and amortization Restructuring, acquisition and other Finance costs Other expense Income before income tax expense Capital expenditures Goodwill Total assets NOTE 5: REVENUE ACCOUNTING POLICY Contracts with customers We record revenue from contracts with customers in accordance with the five steps in IFRS 15, Revenue from contracts with customers as follows: identify the contract with a customer; identify the performance obligations in the contract; 1. 2. 3. determine the transaction price, which consideration provided by the customer; is the total 4. allocate the transaction price among the performance obligations in the contract based on their relative fair values; and recognize revenue when the relevant criteria are met for each performance obligation. 5. Many of our products and services are sold in bundled arrangements (e.g. wireless devices and voice and data services). Items in these arrangements are accounted for as separate performance obligations if the item meets the definition of a 102 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT Note Wireless Cable Media Corporate items and eliminations Consolidated totals 5 6 8,768 4,072 4,554 2,059 1,975 2,102 4,214 2,013 (127) (160) 53 (213) 7, 8, 9 10 11 12 7 9 1,515 913 1,160 1,895 25,247 7,887 115 969 2,665 245 — 6,164 14,655 8,768 5,887 2,585 324 849 2 2,127 2,788 4,024 41,963 Note Wireless Cable Media Corporate items and eliminations Consolidated totals 5 6 8,530 3,946 4,463 2,011 1,606 1,555 4,067 1,935 51 (166) 30 (196) 7, 8, 9 10 11 12 7 9 1,100 940 1,160 1,858 20,639 7,877 79 955 2,569 193 — 7,769 13,916 8,059 5,857 2,618 185 881 1 2,172 2,312 3,973 38,854 distinct good or service. We also determine whether a customer can modify their contract within predefined terms such that we are not able to enforce the transaction price agreed to, but can only contractually enforce a lower amount. In situations such as these, we allocate revenue between performance obligations using the minimum enforceable rights and obligations and any excess amount is recognized as revenue as it is earned. Revenue for each performance obligation is recognized either over time (e.g. services) or at a point in time (e.g. equipment). For performance obligations satisfied over time, revenue is recognized as the services are provided. These services are typically provided, and thus revenue is typically recognized, on a monthly basis. Revenue for performance obligations satisfied at a point in time is recognized when control of the item (or service) transfers to the customer. Typically, this is when the customer activates the goods (e.g. in the case of a wireless device) or has physical possession of the goods (e.g. other equipment). N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S The table below summarizes the nature of the various performance obligations in our contracts with customers and when we recognize performance on those obligations. Performance obligations from contracts with customers Timing of satisfaction of the performance obligation Wireless airtime, data, and other services; television, telephony, Internet, and smart home monitoring services; network services; media subscriptions; and rental of equipment As the service is provided (usually monthly) Roaming, long-distance, and other optional or non-subscription services, and pay-per-use services As the service is provided Wireless devices and related equipment Upon activation or purchase by the end customer Installation services for Cable subscribers When the services are performed Advertising When the advertising airs on our radio or television stations or is displayed on our digital properties Subscriptions by television stations for subscriptions from cable and satellite providers When the services are delivered to cable and satellite providers’ subscribers (usually monthly) Toronto Blue Jays’ home game admission and concessions Toronto Blue Jays revenue from the Major League Baseball Revenue Sharing Agreement, which redistributes funds between member clubs based on each club’s relative revenue, and other league revenue sharing When the related games are played during the baseball season and when goods are sold In the applicable period, when the amount is determinable Today’s Shopping Choice and Toronto Blue Jays merchandise When the goods are sold to the end customer Radio and television broadcast agreements When the related programs are aired Sublicensing of program rights Over the course of the applicable licence period We also recognize interest revenue on credit card receivables using the effective interest method in accordance with IFRS 9, Financial Instruments. Payment for Wireless and Cable monthly service fees is typically due 30 days after billing. Payment for Wireless and Cable equipment is typically due either upon receipt of the equipment or over the subsequent 24 months (when equipment is financed through our equipment financing plans). Payment terms for typical Media performance obligations range from immediate (e.g. Toronto Blue Jays tickets) to 30 days (e.g. advertising contracts). Contract assets and liabilities We record a contract asset when we have provided goods and services to our customer but our right to related consideration for the performance obligation is conditional on satisfying other performance obligations. Contract assets primarily relate to our rights to consideration for the transfer of wireless devices. Our long­ term contract assets are grouped into “other long-term assets” on our Consolidated Statements of Financial Position. We record a contract liability when we receive payment from a customer in advance of providing goods and services. This includes subscriber deposits, deposits related to Toronto Blue Jays ticket sales, and amounts subscribers pay for services and subscriptions that will be provided in future periods. Our long-term contract liabilities are grouped into “other long-term liabilities” on our Consolidated Statements of Financial Position. A portion of our contract liabilities relates to discounts provided to customers on our device financing contracts (see note 15). Due to the allocation of the transaction price to the performance obligations, the financing receivable we recognize is greater than the related equipment revenue. As a result, we recognize a contract liability simultaneously with the financing receivable and equipment revenue and subsequently reduce the contract liability on a monthly basis. for contract assets and We account liabilities on a contract-by-contract basis, with each contract presented as either a net contract asset or a net contract liability accordingly. Deferred commission cost assets We defer, to the extent recoverable, the incremental costs we incur to obtain or fulfill a contract with a customer and amortize them over their expected period of benefit. These costs include certain commissions paid to internal and external representatives that we believe to be recoverable through the revenue earned from the related contracts. We therefore defer them as deferred commission cost assets in other assets and amortize them to operating costs over the pattern of the transfer of goods and services to the customer, which is typically evenly over 24 consecutive months. ESTIMATES We use estimates in the following key areas: • determining the transaction price of our contracts requires estimating the amount of revenue we expect to be entitled to for delivering the performance obligations within a contract; and • determining the stand-alone selling price of performance obligations and the allocation of the transaction price between performance obligations. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 103 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Determining the transaction price The transaction price is the amount of consideration that is enforceable and to which we expect to be entitled in exchange for the goods and services we have promised to our customer. We determine the transaction price by considering the terms of the contract and business practices that are customary within that particular line of business. Discounts, rebates, refunds, credits, price concessions, incentives, penalties, and other similar items are reflected in the transaction price at contract inception. Determining the stand-alone selling price and the allocation of the transaction price The transaction price is allocated to performance obligations based on the relative stand-alone selling prices of the distinct goods or services in the contract. The best evidence of a stand-alone selling price is the observable price of a good or service when the entity sells that good or service separately in similar circumstances and to similar customers. If a stand-alone selling price is not directly observable, we estimate the stand-alone selling price taking into account reasonably available information relating to the market conditions, entity-specific factors, and the class of customer. In determining the stand-alone selling price, we allocate revenue between performance obligations based on expected minimum enforceable amounts to which Rogers is entitled. Any amounts above the minimum enforceable amounts are recognized as revenue as they are earned. JUDGMENTS We make significant judgments in determining whether a promise to deliver goods or services is considered distinct, in determining the costs that are incremental to obtaining or fulfilling a contract with a customer, and in determining whether our residual value arrangements constitute revenue-generating arrangements or leases. Distinct goods and services We make judgments in determining whether a promise to deliver goods or services is considered distinct. We account for individual products and services separately if they are distinct (i.e. if a product or service is separately identifiable from other items in the bundled package and if the customer can benefit from it). The consideration is allocated between separate products and services in a bundle based on their stand-alone selling prices. For items we do not sell separately, we estimate stand-alone selling prices using the adjusted market assessment approach. Determining costs to obtain or fulfill a contract Determining the costs we incur to obtain or fulfill a contract that meet the deferral criteria within IFRS 15 requires us to make significant judgments. We expect incremental commission fees paid to internal and external representatives as a result of obtaining contracts with customers to be recoverable. the devices that passes to our customer, including whether the customer has a significant economic incentive at contract inception to return the device at contract termination. CONTRACT ASSETS Below is a summary of our contract assets from contracts with customers and the significant changes in those balances during the years ended December 31, 2021 and 2020. (In millions of dollars) Balance, beginning of year Additions from new contracts with customers, net of terminations and renewals Amortization of contract assets to accounts receivable Balance, end of year Current Long-term Balance, end of year Years ended December 31 2021 621 2020 1,791 121 104 (538) (1,274) 204 115 89 204 621 533 88 621 CONTRACT LIABILITIES Below is a summary of our contract liabilities from contracts with customers and the significant changes in those balances during the years ended December 31, 2021 and 2020. (In millions of dollars) Balance, beginning of year Revenue deferred in previous year and recognized as revenue in current year Net additions from contracts with customers Balance, end of year Current Long-term Balance, end of year Years ended December 31 2021 405 2020 224 (393) (184) 434 446 394 52 446 365 405 336 69 405 Residual value arrangements Under certain customer offers, we allow customers to defer a component of the device cost until contract termination. We use judgment in determining whether these arrangements constitute revenue-generating arrangements or this determination, we use judgment to assess the extent of control over In making leases. 104 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S DEFERRED COMMISSION COST ASSETS Below is a summary of the changes in the deferred commission cost assets recognized from the incremental costs incurred to obtain contracts with customers during the years ended December 31, 2021 and 2020. The deferred commission cost assets are presented within other current assets (when they will be amortized into net income within twelve months of the date of the financial statements) or other long-term assets. We have elected to utilize the following practical expedients and not disclose: • the unsatisfied portions of performance obligations related to contracts with a duration of one year or less; or • the unsatisfied portions of performance obligations where the revenue we recognize corresponds with the amount invoiced to the customer. DISAGGREGATION OF REVENUE (In millions of dollars) 2021 2020 Years ended December 31 Wireless Service revenue Equipment revenue Total Wireless Cable Service revenue Equipment revenue Total Cable Total Media Corporate items and intercompany eliminations Total revenue Total service revenue Total equipment revenue Total revenue 6,666 2,102 8,768 4,052 20 4,072 1,975 6,579 1,951 8,530 3,936 10 3,946 1,606 (160) (166) 14,655 13,916 12,533 2,122 11,955 1,961 14,655 13,916 (In millions of dollars) Balance, beginning of year Additions to deferred commission cost assets Amortization recognized on Years ended December 31 2021 262 315 2020 305 248 deferred commission cost assets (265) (291) Balance, end of year Current Long-term Balance, end of year 312 219 93 312 262 194 68 262 UNSATISFIED PORTIONS OF PERFORMANCE OBLIGATIONS The table below shows the revenue we expect to recognize in the future related to unsatisfied or partially satisfied performance obligations as at December 31, 2021. The unsatisfied portion of the transaction price of the performance obligations relates to monthly services; we expect to recognize it over the next three to five years. (In millions of dollars) 2022 2023 2024 Thereafter Total Telecommunications service 2,045 795 218 181 3,239 NOTE 6: OPERATING COSTS (In millions of dollars) Cost of equipment sales Merchandise for resale Other external purchases Employee salaries, benefits, and stock-based compensation 1 Total operating costs 1 Net of government grants received (see note 2). Years ended December 31 2021 2,161 271 4,155 2,181 8,768 2020 1,946 261 4,005 1,847 8,059 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 105 We capitalize development expenditures if they meet the criteria for recognition as an asset and amortize them over their expected useful lives once the assets to which they relate are available for use. We expense research expenditures, maintenance costs, and training costs as incurred. Impairment testing, including recognition and measurement of an impairment charge See “Impairment Testing” in note 9 for our policies relating to impairment testing and the related recognition and measurement of impairment charges. The impairment policies for property, plant and equipment are similar to the impairment policies for intangible assets with finite useful lives. ESTIMATES Components of an item of property, plant and equipment may have different useful lives. We make significant estimates when determining depreciation rates and asset useful lives, which require taking into account company-specific factors, such as our past experience and expected use, and industry trends, such as technological advancements. We monitor and review residual values, depreciation rates, and asset useful lives at least once a year and change them if they are different from our previous estimates. We recognize the effect of changes in estimates in net income prospectively. We use estimates to determine certain costs that are directly attributable to self-constructed assets. These estimates primarily include certain internal and external direct labour, overhead, and interest costs associated with the acquisition, construction, development, or betterment of our networks. Furthermore, we use estimates in determining the recoverable amount of property, plant and equipment. See “Estimates” in note 9 for how we use estimates to determine the recoverable amount of property, plant and equipment. judgments JUDGMENTS We make significant for depreciating our property, plant and equipment that we believe most accurately represent the consumption of benefits derived from those assets and are most representative of the economic substance of the intended use of the underlying assets. in choosing methods NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 7: PROPERTY, PLANT AND EQUIPMENT ACCOUNTING POLICY The following accounting policy applies to property, plant and equipment excluding right-of-use assets recognized under IFRS 16. Our accounting policy for right-of-use assets is included in note 8. Recognition and measurement, including depreciation We measure property, plant and equipment upon initial recognition at cost and begin recognizing depreciation when the asset is ready for its intended use. Subsequently, property, plant and equipment is carried at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures (capital expenditures) that are directly attributable to the acquisition of the asset. The cost of self- constructed assets includes: • the cost of materials and direct labour; • costs directly associated with bringing the assets to a working condition for their intended use; • expected costs of decommissioning the items and restoring the sites on which they are located (see note 20); and • borrowing costs on qualifying assets. We depreciate property, plant and equipment over its estimated useful life by charging depreciation expense to net income as follows: Asset Basis Estimated useful life Buildings Cable and wireless network Computer equipment and software Customer premise equipment Straight-line Straight-line Leasehold improvements Diminishing balance 15 to 40 years Straight-line Straight-line 3 to 40 years 4 to 10 years 3 to 6 years Over shorter of estimated useful life or lease term Equipment and vehicles Diminishing balance 3 to 20 years We calculate gains and losses on the disposal of property, plant and equipment by comparing the proceeds from the disposal with the item’s carrying amount and recognize the gain or loss in net income. 106 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S DETAILS OF PROPERTY, PLANT AND EQUIPMENT The tables below summarize our property, plant and equipment as at December 31, 2021 and 2020. (In millions of dollars) Cost As at January 1, 2021 Additions and transfers Acquisitions from business combinations Disposals and other Land and buildings Cable and wireless networks Computer equipment and software Customer premise equipment Leasehold improvements Equipment and vehicles Construction in process Total owned assets Right-of- use assets (note 8) Total property, plant and equipment 1,210 29 21,913 1,167 6,078 849 1,954 142 618 62 1,230 57 848 33,851 482 2,788 2,248 380 36,099 3,168 2 – 29 (802) 1 (321) 6 (147) – – 3 (37) – 41 – (1,307) – (2) 41 (1,309) As at December 31, 2021 1,241 22,307 6,607 1,955 680 1,253 1,330 35,373 2,626 37,999 Accumulated depreciation As at January 1, 2021 Depreciation Disposals and other 496 35 – 14,268 1,170 (796) 4,253 751 (322) 1,515 245 (156) As at December 31, 2021 531 14,642 4,682 1,604 Net carrying amount As at January 1, 2021 As at December 31, 2021 714 710 7,645 7,665 1,825 1,925 439 351 313 41 (1) 353 305 327 839 80 (39) 880 391 373 – 21,684 – 2,322 – (1,314) 397 246 (2) 22,081 2,568 (1,316) – 22,692 641 23,333 848 12,167 1,330 12,681 1,851 1,985 14,018 14,666 (In millions of dollars) Cost As at January 1, 2020 Additions and transfers Acquisitions from business combinations Disposals and other Land and buildings Cable and wireless networks Computer equipment and software Customer premise equipment Leasehold improvements Equipment and vehicles Construction in process Total owned assets Right-of- use assets (note 8) Total property, plant and equipment 1,179 31 20,804 1,863 5,653 620 1,939 168 587 34 1,184 68 1,320 32,666 (472) 2,312 1,911 337 34,577 2,649 – – 4 (758) 37 (232) – (153) 1 (4) 1 (23) – 43 – (1,170) – – 43 (1,170) As at December 31, 2020 1,210 21,913 6,078 1,954 618 1,230 848 33,851 2,248 36,099 Accumulated depreciation As at January 1, 2020 Depreciation Disposals and other 461 37 (2) 13,814 1,196 (742) 3,749 747 (243) 1,387 288 (160) As at December 31, 2020 496 14,268 4,253 1,515 Net carrying amount As at January 1, 2020 As at December 31, 2020 718 714 6,990 7,645 1,904 1,825 552 439 281 36 (4) 313 306 305 776 86 (23) 839 408 391 – 20,468 – 2,390 – (1,174) 175 217 5 20,643 2,607 (1,169) – 21,684 397 22,081 1,320 12,198 848 12,167 1,736 1,851 13,934 14,018 During 2021, we recognized capitalized interest on property, plant and equipment at a weighted average rate of approximately 3.4% (2020 – 3.7%). Annually, we perform an analysis to identify fully depreciated assets that have been disposed of. In 2021, this resulted in an adjustment to cost and accumulated depreciation of $1,157 million (2020 – $978 million). The disposals had nil impact on the Consolidated Statements of Income. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 107 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8: LEASES ACCOUNTING POLICY At inception of a contract, we assess whether that contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, we assess whether: • the contract involves the use of an identified asset; • we have the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use; and • we have the right to direct the use of the asset. The lease liability is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in our estimate of the amount expected to be payable under a residual value guarantee, or if we change our assessment of whether or not we will exercise a purchase, extension, or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset. The lease liability is also remeasured when the underlying lease contract is amended. We have elected not to separate fixed non-lease components and account for the lease and any fixed non-lease components as a single lease component. LESSEE ACCOUNTING We record a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, consisting of: • the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date; plus • any initial direct costs incurred; and • an estimate of costs to dismantle and remove the underlying asset or restore the site on which it is located; less • any lease incentives received. The right-of-use asset is depreciated on a straight-line basis over the lease term, unless we expect to obtain ownership of the leased asset at the end of the lease. The lease term consists of: • the non-cancellable period of the lease; • periods covered by options to extend the lease, where we are reasonably certain to exercise the option; and • periods covered by options to terminate the lease, where we are reasonably certain not to exercise the option. If we expect to obtain ownership of the leased asset at the end of the lease, we depreciate the right-of-use asset over the underlying asset’s estimated useful life. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, our incremental borrowing rate. We generally use our incremental borrowing rate as the interest rate implicit in our leases cannot be readily determined. The lease liability is subsequently measured at amortized cost using the effective interest rate method. Lease payments included in the measurement of the lease liability include: • fixed payments, including in-substance fixed payments; • variable lease payments that depend on an index or rate; • amounts expected to be payable under a residual value guarantee; and • the exercise price under a purchase option that we are reasonably certain to exercise, lease payments in an optional renewal period if we are reasonably certain to exercise an extension option, and penalties for early termination of a lease unless we are reasonably certain not to terminate early. Variable lease payments Certain leases contain provisions that result in differing lease payments over the term as a result of market rate reviews or changes in the Consumer Price Index (CPI) or other similar indices. We reassess the lease liabilities related to these leases when the index or other data is available to calculate the change in lease payments. Certain leases require us to make payments that relate to property taxes, insurance, and other non-rental costs. These non-rental costs are typically variable and are not included in the calculation of the right-of-use asset or lease liability. LESSOR ACCOUNTING When we act as a lessor, we determine at lease inception whether each lease is a finance lease or an operating lease. In order to classify each lease as either finance or operating, we make an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards incidental to ownership of the underlying asset. If it does, the lease is a finance lease; if not, it is an operating lease. regulatory We act as the lessor on certain collocation leases, whereby, due to certain requirements, we must allow other telecommunication companies to lease space on our wireless network towers. We do not believe we transfer substantially all of the risks and rewards incidental to ownership of the underlying leased asset to the lessee and therefore classify these leases as operating leases. If an arrangement contains both lease and non-lease components, we apply IFRS 15 to allocate the consideration in the contract between the lease and the non-lease components. We recognize lease payments received under operating leases into income on a straight-line basis. All of the leases for which we act as lessor are classified as operating leases. ESTIMATES We estimate the lease term by considering the facts and circumstances that can create an economic incentive to exercise an extension option, or not exercise a termination option. We make certain qualitative and quantitative assumptions when deriving the value of the economic incentive. 108 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT JUDGMENTS Lessee We make judgments in determining whether a contract is or contains a lease, which involves assessing whether a contract contains an identified asset (either a physically distinct asset or a capacity portion that represents substantially all of the capacity of the asset). Additionally, the contract should provide us with the right to substantially all of the economic benefits from the use of the asset. We also make judgments in determining whether we have the right to control the use of the identified asset. We have that right when we have the decision-making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decisions about how and for what purpose the asset is used are predetermined, we have the right to direct the use of the asset if we have the right to operate the asset or if we designed the asset in a way that predetermines how and for what purpose the asset will be used. We make judgments in determining the incremental borrowing rate used to measure our lease liability for each lease contract, including an estimate of the asset-specific security impact. The incremental borrowing rate should reflect the interest that we would have to pay to borrow the funds necessary to obtain a similar asset at a similar term, with a similar security, in a similar economic environment. lessor. At Certain of our leases contain extension or renewal options that are lease exercisable only by us and not by the commencement, we assess whether we are reasonably certain to exercise any of the extension options based on our expected economic return from the lease. We are typically reasonably certain of exercising extension options on our leases, especially related to our networks, primarily due to the significant cost that would be required to relocate our network towers and related equipment. We reassess whether we are reasonably certain to exercise the options if there is a significant event or significant change in circumstance within our control and account for any changes at the date of the reassessment. NOTE 9: INTANGIBLE ASSETS AND GOODWILL ACCOUNTING POLICY RECOGNITION AND MEASUREMENT, INCLUDING AMORTIZATION Upon initial recognition, we measure intangible assets at cost unless they are acquired through a business combination, in which case they are measured at fair value. We begin amortizing intangible assets with finite useful lives when the asset is ready for its intended use. Subsequently, the asset is carried at cost less accumulated amortization and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of a separately acquired intangible asset comprises: • its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates; and • any directly attributable cost of preparing the asset for its intended use. N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S Lessor We make judgments in determining whether a lease should be classified as an operating lease or a finance lease based on if the agreement transfers substantially all the risks and rewards incidental to ownership of the underlying asset. LEASE LIABILITIES We primarily lease land and buildings relating to our wireless and cable networks, our retail store presence, and certain of our offices and other corporate buildings, as well as customer premise equipment. The non-cancellable contract periods for our leases typically range from five to fifteen years. Variable lease payments during 2021 were $21 million (2020 – $23 million). Below is a summary of the activity related to our lease liabilities for the twelve months ended December 31, 2021. Certain of our lease liabilities are secured by the underlying right-of-use assets; the underlying right-of-use assets have a net carrying amount of $338 million as at December 31, 2021 (2020 – $240 million). Years ended December 31 (In millions of dollars) Lease liabilities, beginning of year Net additions Interest expense on lease liabilities Interest payments on lease liabilities Principal payments of lease liabilities Lease liabilities, end of year Current liability Long-term liability Lease liabilities 2021 2020 1,835 1,725 320 70 386 74 (69) (67) (269) (213) 1,957 1,835 336 278 1,621 1,557 1,957 1,835 Indefinite useful lives We do not amortize intangible assets with indefinite lives, including spectrum licences, broadcast licences, and the Rogers and Fido brand names. Finite useful lives We amortize intangible assets with finite useful lives, other than acquired program rights, into depreciation and amortization on the Consolidated Statements of Income on a straight-line basis over their estimated useful lives as noted in the table below. We monitor and review the useful lives, residual values, and amortization methods at least once per year and change them if they are different from our previous estimates. We recognize the effects of changes in estimates in net income prospectively. Intangible asset Estimated useful life Customer relationships 3 to 10 years 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 109 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Acquired program rights Program rights are contractual rights we acquire from third parties to broadcast programs, including rights to broadcast live sporting events. We recognize them at cost less accumulated amortization and accumulated impairment losses. We capitalize program rights on the Consolidated Statements of Financial Position when the licence period begins and the program is available for use and amortize them to other external purchases in operating costs on the Consolidated Statements of Income over the expected exhibition period. If we have no intention to air programs, we consider the related program rights impaired and write them off. Otherwise, we test them for impairment as intangible assets with finite useful lives. If our estimate of the asset’s or CGU’s recoverable amount is less than its carrying amount, we reduce its carrying amount to the recoverable amount and recognize the loss in net income immediately. We reverse a previously recognized impairment loss, except in respect of goodwill, if our estimate of the recoverable amount of a previously impaired asset or CGU has increased such that the impairment recognized in a previous year has reversed. The reversal is recognized by increasing the asset’s or CGU’s carrying amount to our new estimate of its recoverable amount. The carrying amount of the asset or CGU subsequent to the reversal cannot be greater than its carrying amount had we not recognized an impairment loss in previous years. in which the pattern The costs for multi-year sports and television broadcast rights agreements are recognized in operating expenses during the applicable seasons based on the programming is aired or rights are expected to be consumed. To the extent that prepayments are made at the commencement of a multi-year contract towards fees, these prepayments are recognized as intangible assets and amortized to operating expenses over the contract term. To the extent that prepayments are made for annual contractual fees within a season, they are included in other current assets on our Consolidated Statements of Financial Position, as the rights will be consumed within the next twelve months. future years’ rights Goodwill We recognize goodwill arising from business combinations when the fair value of the separately identifiable assets we acquired and liabilities we assumed is lower than the consideration we paid (including the recognized amount of the non-controlling interest, if any). If the fair value of the consideration transferred is lower than that of liabilities, we immediately recognize the difference as a gain in net income. identified assets and the separately IMPAIRMENT TESTING We test intangible assets with finite useful lives for impairment whenever an event or change in circumstances indicates that their carrying amounts may not be recoverable. We test indefinite-life intangible assets and goodwill for impairment annually as at October 1, or more frequently indicators of impairment. identify if we If we cannot estimate the recoverable amount of an individual intangible asset because it does not generate independent cash inflows, we test the entire cash-generating unit (CGU) to which it belongs for impairment. Goodwill is allocated to CGUs (or groups of CGUs) based on the level at which management monitors goodwill, which cannot be higher than an operating segment. The allocation of goodwill is made to CGUs (or groups of CGUs) that are expected to benefit from the synergies and future growth of the business combination from which the goodwill arose. Recognition and measurement of an impairment charge An intangible asset or goodwill is impaired if the recoverable amount is less than the carrying amount. The recoverable amount of a CGU or asset is the higher of its: • fair value less costs to sell; and • value in use. 110 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT ESTIMATES We use estimates in determining the recoverable amount of long- lived assets. The determination of the recoverable amount for the purpose of impairment testing requires the use of significant estimates, such as: • future cash flows; • terminal growth rates; and • discount rates. We estimate value in use for impairment tests by discounting estimated future cash flows to their present value. We estimate the discounted future cash flows for periods of up to five years, depending on the CGU, and a terminal value. The future cash flows are based on our estimates and expected future operating results of the CGU after considering economic conditions and a general outlook for the CGU’s industry. Our discount rates consider market rates of return, debt to equity ratios, and certain risk premiums, among other things. The terminal value is the value attributed to the CGU’s operations beyond the projected time period of the cash flows using a perpetuity rate based on expected economic conditions and a general outlook for the industry. We determine fair value less costs to sell in one of the following two ways: • analyzing discounted cash flows – we estimate the discounted future cash flows for five-year periods and a terminal value, similar to the value in use methodology described above, while applying assumptions consistent with those a market participant would make. Future cash flows are based on our estimates of expected future operating results of the CGU. Our estimates of future cash flows, terminal values, and discount rates consider similar factors to those described above for value in use estimates; or • using a market approach – we estimate the recoverable amount of the CGU using multiples of operating performance of comparable entities and precedent transactions in that industry. We make certain assumptions when deriving expected future cash flows, which may include assumptions pertaining to discount and terminal growth rates. These assumptions may differ or change quickly depending on economic conditions or other events. It is therefore possible that future changes in assumptions may negatively affect future valuations of CGUs and goodwill, which could result in impairment losses. JUDGMENTS We make significant judgments that affect the measurement of our intangible assets and goodwill. generate. After review of the competitive, legal, regulatory, and other factors, it is our view that these factors do not limit the useful lives of our spectrum and broadcast licences. Judgment is applied when deciding to designate our spectrum and broadcast licences as assets with indefinite useful lives since we believe the licences are likely to be renewed for the foreseeable future such that there is no limit to the period over which these assets are expected to generate net cash inflows. We make judgments to determine that these assets have indefinite lives, analyzing all relevant factors, including the expected usage of the asset, the typical life cycle of the asset, and anticipated changes in the market demand for the products and services the asset helps Judgment is also applied in choosing methods of amortizing our intangible assets and program rights that we believe most accurately represent the consumption of those assets and are most representative of the economic substance of the intended use of the underlying assets. Finally, we make judgments in determining CGUs and the allocation of goodwill to CGUs or groups of CGUs for the purpose of impairment testing. DETAILS OF INTANGIBLE ASSETS The tables below summarize our intangible assets as at December 31, 2021 and 2020. (In millions of dollars) Indefinite-life Finite-life N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S Cost As at January 1, 2021 Accumulated impairment losses Cost, net of impairment losses Additions Disposals and other 1 As at December 31, 2021 Accumulated amortization As at January 1, 2021 Amortization 2 Disposals and other 1 As at December 31, 2021 Net carrying amount As at January 1, 2021 As at December 31, 2021 Spectrum licences Broadcast licences Brand names Customer relationships Acquired program rights Total intangible assets Goodwill Total intangible assets and goodwill 8,371 – 8,371 3,343 – 11,714 – – – – 333 (99) 234 – (3) 231 – – – – 8,371 11,714 234 231 420 (14) 406 – – 406 270 – – 270 136 136 1,623 – 1,623 46 – 1,669 1,589 17 – 1,606 34 63 233 (5) 228 54 (77) 205 77 68 (77) 68 151 137 10,980 (118) 10,862 3,443 (80) 14,225 1,936 85 (77) 1,944 4,194 (221) 3,973 51 – 4,024 – – – – 15,174 (339) 14,835 3,494 (80) 18,249 1,936 85 (77) 1,944 8,926 12,281 3,973 4,024 12,899 16,305 1 Includes disposals, impairments, reclassifications, and other adjustments. 2 Of the $85 million of total amortization, $68 million related to acquired program rights is included in other external purchases in operating costs (see note 6), and $17 million in depreciation and amortization on the Consolidated Statements of Income. (In millions of dollars) Indefinite-life Finite-life Cost As at January 1, 2020 Accumulated impairment losses Cost, net of impairment losses Additions Disposals and other 1 As at December 31, 2020 Accumulated amortization As at January 1, 2020 Amortization 2 Disposals and other 1 As at December 31, 2020 Net carrying amount As at January 1, 2020 As at December 31, 2020 Spectrum licences Broadcast licences Brand names Customer relationships Acquired program rights Total intangible assets Goodwill Total intangible assets and goodwill 8,331 – 8,331 40 – 8,371 – – – – 333 (99) 234 – – 234 – – – – 8,331 8,371 234 234 420 (14) 406 – – 406 270 – – 270 136 136 1,611 – 1,611 12 – 1,623 1,578 11 – 1,589 33 34 253 (5) 248 57 (77) 228 77 77 (77) 77 171 151 10,948 (118) 10,830 109 (77) 10,862 1,925 88 (77) 1,936 8,905 8,926 4,144 (221) 3,923 50 – 3,973 – – – – 15,092 (339) 14,753 159 (77) 14,835 1,925 88 (77) 1,936 3,923 3,973 12,828 12,899 1 Includes disposals, impairments, reclassifications, and other adjustments. 2 Of the $88 million of total amortization, $77 million related to acquired program rights is included in other external purchases in operating costs (see note 6), and $11 million in depreciation and amortization on the Consolidated Statements of Income. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 111 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In July 2021, Innovation, Science and Economic Development Canada announced the results of the 3500 MHz spectrum licence auction that began in June 2021. We were awarded 325 spectrum licences covering the vast majority of the Canadian population at a total cost of $3.3 billion. In December 2021, we made the final payment and obtained these licences. ANNUAL IMPAIRMENT TESTING For purposes of testing goodwill for impairment, our CGUs, or groups of CGUs, correspond to our operating segments as disclosed in note 4. Below is an overview of the methods and key assumptions we used in 2021, as of October 1, to determine recoverable amounts for CGUs, or groups of CGUs, with indefinite-life intangible assets or goodwill that we consider significant. (In millions of dollars, except periods used and rates) Carrying value of goodwill Carrying value of indefinite-life intangible assets Recoverable amount method Period of projected cash flows (years) Terminal growth rates (%) Pre-tax discount rates (%) Wireless Cable Media 1,160 1,895 969 8,517 Value in use – Value in use 232 Fair value less cost to sell 5 5 5 2.0 1.5 2.0 8.5 8.0 10.6 Our fair value measurement for Media is classified as Level 3 in the fair value hierarchy. We did not recognize an impairment charge related to our goodwill or intangible assets in 2021 or 2020 because the recoverable amounts of the CGUs, or groups of CGUs, exceeded their carrying values. NOTE 10: RESTRUCTURING, ACQUISITION AND OTHER ACCOUNTING POLICY We define restructuring costs as employee costs associated with the targeted restructuring of our employee base, or other costs associated with significant changes in either the scope of business activities or the manner in which business is conducted. Acquisition and integration costs are directly attributable to investigating or completing an acquisition or to integrating an acquired business. Other costs are costs that, in management’s judgment about their nature, should be segregated from ongoing operating expenses. RESTRUCTURING, ACQUISITION AND OTHER COSTS Years ended December 31 (In millions of dollars) Note 2021 2020 Restructuring and other Shaw acquisition-related costs Total restructuring, acquisition and other 30 187 137 324 185 — 185 JUDGMENTS We make significant judgments in determining the appropriate classification of costs to be included in restructuring, acquisition and other. NOTE 11: FINANCE COSTS (In millions of dollars) Note 2021 2020 Years ended December 31 Interest on borrowings 1 Interest on lease liabilities Interest on post-employment benefits liability Loss on foreign exchange Change in fair value of derivative instruments Capitalized interest Other Total finance costs 8 23 745 74 14 10 (6) (17) 29 780 70 13 107 (97) (19) 27 849 881 1 Interest on borrowings includes interest on short-term borrowings and on long-term debt. 112 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT The restructuring and other costs in 2021 primarily consisted of severance costs associated with the targeted restructuring of our employee base, certain contract termination costs, incremental, temporary costs incurred in response to COVID-19, and other costs. In 2020, these costs were primarily incremental, temporary employee compensation and other costs incurred in response to COVID-19 as well as severance costs associated with the targeted restructuring of our employee base. The Shaw acquisition-related costs primarily consist of costs related to a committed credit facility (see note 19) and other costs incurred directly related to the Transaction. FOREIGN EXCHANGE AND CHANGE IN FAIR VALUE OF DERIVATIVE INSTRUMENTS We recognized $10 million in net foreign exchange losses in 2021 (2020 – $107 million in net losses). These losses were primarily attributed to our US CP program borrowings (see note 17). These foreign exchange losses were offset by the $6 million gain related to the change in fair value of derivatives (2020 – $97 million gain) that was primarily attributed to the debt derivatives, which were not designated as hedges for accounting purposes, we used to substantially offset the foreign exchange risk related to these US dollar-denominated borrowings. N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S NOTE 12: OTHER EXPENSE Years ended December 31 (In millions of dollars) Note 2021 2020 Losses from associates and joint ventures Other investment income Total other expense 18 44 (42) 2 40 (39) 1 NOTE 13: INCOME TAXES ACCOUNTING POLICY Income tax expense includes both current and deferred taxes. We recognize income tax expense in net income unless it relates to an item recognized directly in equity or other comprehensive income. We provide for income taxes based on all of the information that is currently available. Current tax expense is tax we expect to pay or receive based on our taxable income or loss during the year. We calculate the current tax expense using tax rates enacted or substantively enacted as at the reporting date, including any adjustment to taxes payable or receivable related to previous years. Deferred tax assets and liabilities arise from temporary differences between the carrying amounts of the assets and liabilities we recognize on our Consolidated Statements of Financial Position and their respective tax bases. We calculate deferred tax assets and liabilities using enacted or substantively enacted tax rates that will apply in the years in which the temporary differences are expected to reverse. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities and they relate to income taxes levied by the same authority on: •the same taxable entity; or • different taxable entities where these entities intend to settle current tax assets and liabilities on a net basis or the tax assets and liabilities will be realized and settled simultaneously. We recognize a deferred tax asset for unused losses, tax credits, and deductible temporary differences to the extent it is probable that future taxable income will be available to use the asset. JUDGMENTS We make significant judgments in interpreting tax rules and regulations when we calculate income tax expense. We make judgments to evaluate whether we can recover a deferred tax asset based on our assessment of existing tax laws, estimates of future profitability, and tax planning strategies. INCOME TAX EXPENSE (In millions of dollars) Total current tax expense Deferred tax expense (recovery): Origination (reversal) of temporary differences Revaluation of deferred tax balances due to legislative changes Total deferred tax expense (recovery) Total income tax expense Years ended December 31 2021 458 111 – 111 569 2020 712 (129) (3) (132) 580 Below is a summary of the difference between income tax expense computed by applying the statutory income tax rate to income before income tax expense and the actual income tax expense for the year. (In millions of dollars, except tax rates) Statutory income tax rate Income before income tax expense Computed income tax expense Increase (decrease) in income tax expense resulting from: Non-deductible stock-based compensation Non-deductible portion of equity losses Income tax adjustment, legislative tax change Non-taxable income from security investments Other Total income tax expense Effective income tax r ate Years ended December 31 2021 26.5% 2,127 564 2020 26.6% 2,172 578 1 12 – (11) 3 – 10 (3) (10) 5 569 26.8% 580 26.7% 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 113 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DEFERRED TAX ASSETS AND LIABILITIES Below is a summary of the movement of net deferred tax assets and liabilities during 2021 and 2020. Deferred tax assets (liabilities) (In millions of dollars) December 31, 2020 (Expense) recovery in net income (Expense) in other comprehensive income Acquisitions December 31, 2021 Deferred tax assets (liabilities) (In millions of dollars) December 31, 2019 (Expense) recovery in net income Recovery in other comprehensive income Acquisitions December 31, 2020 Property, plant and equipment and inventory Goodwill and other intangibles Non-capital loss carryforwards Contract and deferred commission cost assets Investments (1,484) (122) – (2) (1,450) (116) – (12) (1,608) (1,578) (130) (2) (3) – (135) 16 8 – – 24 (183) 59 – – (124) Property, plant and equipment and inventory Goodwill and other intangibles Investments Non-capital loss carryforwards Contract and deferred commission cost assets (1,366) (108) – (10) (1,484) (1,318) (129) – (3) (1,450) (168) (2) 40 – (130) 12 4 – – 16 (570) 387 – – (183) Other Total 35 62 (115) – (3,196) (111) (118) (14) (18) (3,439) Other Total (27) (20) 82 – 35 (3,437) 132 122 (13) (3,196) We have not recognized deferred tax assets for the following items: (In millions of dollars) Realized and accrued capital losses in Canada that can be applied against future capital gains Tax losses in foreign jurisdictions that expire between 2023 and 2040 Deductible temporary differences in foreign jurisdictions As at December 31 2021 2020 75 68 40 82 67 43 Total unrecognized temporary differences 183 192 NOTE 14: EARNINGS PER SHARE ACCOUNTING POLICY We calculate basic earnings per share by dividing the net income or loss attributable to our RCI Class A Voting and RCI Class B Non-Voting shareholders by the weighted average number of RCI Class A Voting and RCI Class B Non-Voting shares (Class A Shares and Class B Non-Voting Shares, respectively) outstanding during the year. We calculate diluted earnings per share by adjusting the net income or loss attributable to Class A and Class B Non-Voting shareholders and the weighted average number of Class A Shares and Class B Non-Voting Shares outstanding for the effect of all dilutive potential common shares. We use the treasury stock method for calculating diluted earnings per share, which considers the impact of employee stock options and other potentially dilutive instruments. Options with tandem stock appreciation rights or cash payment alternatives are accounted for as cash-settled awards. As these awards can be exchanged for common shares of RCI, they are considered potentially dilutive and are included in the calculation of our diluted net earnings per share if they have a dilutive impact in the period. 114 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT There are taxable temporary differences associated with our investments in Canadian domestic subsidiaries. We do not recognize deferred tax liabilities for these temporary differences because we are able to control the timing of the reversal and the reversal is not probable in the foreseeable future. Reversing these taxable temporary differences is not expected to result in any significant tax implications. EARNINGS PER SHARE CALCULATION (In millions of dollars, except per share amounts) Years ended December 31 2021 2020 Numerator (basic) – Net income for the year Denominator – Number of shares (in millions): Weighted average number of shares outstanding – basic Effect of dilutive securities (in millions): Employee stock options and restricted share units Weighted average number of shares outstanding – diluted Earnings per share: Basic Diluted 1,558 1,592 505 505 1 1 506 506 $ 3.09 $ 3.07 $ 3.15 $ 3.13 For the years ended December 31, 2021 and 2020, accounting for outstanding share-based payments using the equity-settled method for stock-based compensation was determined to be more dilutive than using the cash-settled method. As a result, net income for the year ended December 31, 2021 was reduced by $3 million (2020 – $7 million) in the diluted earnings per share calculation. NOTE 15: ACCOUNTS RECEIVABLE ACCOUNTING POLICY Accounts receivable represent amounts owing to us that are currently due and collectible, as well as amounts owed to us under device or accessory financing agreements that have not yet been billed. We initially recognize accounts receivable on the date they originate. We measure accounts receivable initially at fair value, and subsequently at amortized cost, with changes recognized in net income. We measure an impairment loss for accounts receivable as the excess of the carrying amount over the present value of future cash flows we expect to derive from it, if any. The excess is allocated to an allowance for doubtful accounts and recognized as a loss in net income. NOTE 16: INVENTORIES inventories, ACCOUNTING POLICY We measure including wireless devices and merchandise for resale, at the lower of cost (determined on a weighted average cost basis for wireless devices and accessories and a first-in, first-out basis for other finished goods and merchandise) and net realizable value. We reverse a previous writedown to net realizable value, not to exceed the original recognized cost, if the inventories later increase in value. N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S For the year ended December 31, 2021, there were 4,148,549 options out of the money (2020 – 3,895,948) for purposes of the calculation of earnings per share. These options were excluded from the calculation of the effect of dilutive securities because they were anti-dilutive. ACCOUNTS RECEIVABLE BY TYPE (In millions of dollars) Customer accounts receivable Other accounts receivable Allowance for doubtful accounts Total accounts receivable Current Long-term Total accounts receivable As at December 31 Note 2021 2020 4,150 3,170 656 (222) 791 (240) 17 4,701 3,604 3,847 2,856 748 854 4,701 3,604 The long-term portion of our accounts receivable is recorded within “financing receivables” on our Consolidated Statements of Financial Position and is composed of our financing receivables that will be billed to customers beyond the next 12 months. INVENTORIES BY TYPE (In millions of dollars) Wireless devices and accessories Other finished goods and merchandise Total inventories As at December 31 2021 2020 436 99 535 399 80 479 Cost of equipment sales and merchandise for resale includes $2,432 million of inventory costs for 2021 (2020 – $2,207 million). NOTE 17: FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS ACCOUNTING POLICY Recognition We initially recognize cash and cash equivalents, bank advances, accounts receivable, financing receivables, debt securities, and accounts payable and accrued liabilities on the date they originate. All other financial assets and financial liabilities are initially recognized on the trade date when we become a party to the contractual provisions of the instrument. Classification and measurement We measure financial instruments by grouping them into classes upon initial recognition, based on the purpose of the individual instruments. We initially measure all financial instruments at fair value plus, in the case of our financial instruments not classified as fair value through profit and loss (FVTPL) or FVTOCI, transaction costs that are directly attributable to the acquisition or issuance of the financial instruments. For derivatives designated as cash flow hedges for accounting purposes, the effective portion of the hedge is recognized in accumulated other comprehensive income and the ineffective portion of the hedge is recognized immediately into net income. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 115 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The classifications and methods of measurement subsequent to initial recognition of our financial assets and financial liabilities are as follows: Financial instrument Financial assets Cash and cash equivalents Accounts receivable Financing receivables Investments, measured at FVTOCI Financial liabilities Bank advances Short-term borrowings Accounts payable Accrued liabilities Long-term debt Lease liabilities Derivatives 2 Debt derivatives 3 Interest rate derivatives Expenditure derivatives Equity derivatives Classification and measurement method Amortized cost Amortized cost Amortized cost FVTOCI with no reclassification to net income 1 Amortized cost Amortized cost Amortized cost Amortized cost Amortized cost Amortized cost FVTOCI and FVTPL FVTOCI FVTOCI FVTPL 4 1 Subsequently measured at fair value with changes recognized in the FVTOCI investment reserve. 2 Derivatives can be in an asset or liability position at a point in time historically or in the future. 3 Debt derivatives related to our credit facility and commercial paper borrowings have not been designated as hedges for accounting purposes and are measured at FVTPL. Debt derivatives related to our senior notes and debentures are designated as hedges for accounting purposes and are measured at FVTOCI. 4 Subsequent changes are offset against stock-based compensation expense or recovery in operating costs. Offsetting financial assets and financial liabilities We offset financial assets and financial liabilities and present the net amount on the Consolidated Statements of Financial Position when we have a legal right to offset them and intend to settle on a net basis or realize the asset and liability simultaneously. Derivative instruments We use derivative instruments to manage risks related to certain activities in which we are involved. They include: Derivatives The risk they manage Types of derivative instruments Debt derivatives Impact of fluctuations in foreign exchange rates on principal and interest payments for US dollar- denominated senior and subordinated notes and debentures, credit facility borrowings, commercial paper borrowings, and certain lease liabilities Cross-currency interest rate exchange agreements Forward cross-currency interest rate exchange agreements Forward foreign exchange agreements Interest rate derivatives Impact of fluctuations in market interest rates on forecast interest payments for expected long-term debt Forward interest rate agreements Interest rate swap agreements Bond forwards Expenditure derivatives Impact of fluctuations in foreign exchange rates on forecast US dollar-denominated expenditures Forward foreign exchange agreements and foreign exchange option agreements Equity derivatives Impact of fluctuations in share price on stock-based compensation expense Total return swap agreements We use derivatives only to manage risk, and not for speculative purposes. When we designate a derivative instrument as a hedging instrument for accounting purposes, we first determine that the hedging instrument will be highly effective in offsetting the changes in fair value or cash flows of the item it is hedging. We then formally document the relationship between the hedging instrument and hedged item, including the risk management objectives and strategy and the methods we will use to assess the ongoing effectiveness of the hedging relationship. We assess, on a quarterly basis, whether each hedging instrument continues to be highly effective in offsetting the changes in the fair value or cash flows of the item it is hedging. 116 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT We assess host contracts in order to identify embedded derivatives. Embedded derivatives are separated from the host contract and accounted for as separate derivatives if the host contract is not a financial asset and certain criteria are met. Hedge ratio Our policy is to hedge 100% of the foreign currency risk arising from principal and interest payment obligations on US dollar- denominated senior notes and debentures using debt derivatives. We also hedge up to 100% of the remaining lease payments when we enter into debt derivatives on our US dollar-denominated lease liabilities. We typically hedge up to 100% of forecast foreign currency expenditures net of foreign currency cash inflows using expenditure derivatives. From time to time, we hedge up to 100% of the interest rate risk on forecast future senior note issuances using interest rate derivatives. Hedging reserve The hedging reserve represents the accumulated change in fair value of our derivative instruments to the extent they were effective hedges for accounting purposes, less accumulated amounts reclassified into net income. Deferred transaction costs and discounts We defer transaction costs and discounts associated with issuing long-term debt and direct costs we pay to lenders to obtain certain credit facilities and amortize them using the effective interest method over the life of the related instrument. FVTOCI investment reserve The FVTOCI investment reserve represents the accumulated change in fair value of our equity investments that are measured at losses related to the FVTOCI investments and accumulated amounts reclassified into equity. less accumulated impairment Impairment (expected credit losses) We consider the credit risk of a financial asset at initial recognition and at each reporting period thereafter until it is derecognized. For a financial asset that is determined to have low credit risk at the reporting date and that has not had significant increases in credit risk since initial recognition, we measure any impairment loss based on the credit losses we expect to recognize over the next twelve months. For other financial assets, we will measure an impairment loss based on the lifetime expected credit losses. Certain assets, such as trade receivables, financing receivables, and contract assets without significant financing components, must always be recorded at lifetime expected credit losses. Lifetime expected credit losses are estimates of all possible default events over the expected life of a financial instrument. Twelve­ month expected credit losses are estimates of all possible default events within twelve months of the reporting date or over the expected life of a financial instrument, whichever is shorter. N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S Financial assets that are significant in value are assessed individually. All other financial assets are assessed collectively based on the nature of each asset. We measure impairment for financial assets as follows: • contract assets – we measure an impairment loss for contract assets based on the lifetime expected credit losses, which is allocated to an allowance for doubtful accounts and recognized as a loss in net income (see note 5); • accounts receivable – we measure an impairment loss for accounts receivable based on the lifetime expected credit losses, which is allocated to an allowance for doubtful accounts and recognized as a loss in net income (see note 15); • financing receivables – we measure an impairment loss for financing receivables based on the lifetime expected credit losses, which is allocated to an allowance for doubtful accounts and recognized as a loss in net income (see note 15); and • investments measured at FVTOCI – we measure an impairment loss for equity investments measured at FVTOCI as the excess of the cost to acquire the asset (less any impairment loss we have previously recognized) over its current fair value, if any. The difference is recognized in the FVTOCI investment reserve. We consider financial assets to be in default when, in the case of contract assets, accounts receivable, and financing receivables, the counterparty is unlikely to satisfy its obligations to us in full. Our investments measured at FVTOCI cannot default. To determine if our financial assets are in default, we consider the amount of time for which it has been outstanding, the reason for the amount being outstanding (for example, if the customer has ongoing service or, if they have been deactivated, whether voluntarily or involuntarily), and the risk profile of the underlying customers. We typically write off accounts receivable when they have been outstanding for a significant period of time. ESTIMATES Fair value estimates related to our derivatives are made at a specific point in time based on relevant market information and information about the underlying financial instruments. These estimates require assessment of the credit risk of the parties to the instruments and the instruments’ discount rates. These fair values and underlying estimates are also used in the tests of effectiveness of our hedging relationships. instruments qualify JUDGMENTS We make significant judgments in determining whether our for hedge accounting. These financial judgments include assessing whether the forecast transactions in hedging relationships will designated as hedged materialize as relationships designated as effective hedges for accounting purposes continue to qualitatively be effective, and determining the methodology to determine the fair values used in testing the effectiveness of hedging relationships. forecast, whether the hedging items 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 117 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FINANCIAL RISKS We are exposed to credit, liquidity, market price, foreign exchange, and interest rate risks. Our primary risk management objective is to protect our income, cash flows, and, ultimately, shareholder value. We design and implement the risk management strategies discussed below to ensure our risks and the related exposures are consistent with our business objectives and risk tolerance. Below is a summary of our potential risk exposures by financial instrument. with our accounts receivable. As at December 31, 2021, $442 million (2020 – $435 million) of gross accounts receivable are considered past due, which is defined as amounts outstanding beyond normal credit terms and conditions for the respective customers. Below is a summary of the aging of our customer accounts receivable, including financing receivables, net of the respective allowances for doubtful accounts. Financial instrument Financial risks Financial assets Cash and cash equivalents Accounts receivable Financing receivables Investments, measured at FVTOCI Credit and foreign exchange Credit and foreign exchange Credit Liquidity, market price, and foreign exchange Financial liabilities Bank advances Short-term borrowings Accounts payable Accrued liabilities Long-term debt Lease liabilities Derivatives 1 Debt derivatives Interest rate derivatives Expenditure derivatives Equity derivatives Liquidity Liquidity, foreign exchange, and interest rate Liquidity Liquidity Liquidity, foreign exchange, and interest rate Liquidity and foreign exchange Credit, liquidity, and foreign exchange Credit, liquidity, and interest rate Credit, liquidity, and foreign exchange Credit, liquidity, and market price 1 Derivatives can be in an asset or liability position at a point in time historically or in the future. CREDIT RISK Credit risk represents the financial loss we could experience if a counterparty to a financial instrument, from whom we have an amount owing, failed to meet its obligations under the terms and conditions of its contracts with us. Our credit risk exposure is primarily attributable to our accounts receivable, our financing receivables, and to our debt, interest rate, expenditure, and equity derivatives. Our broad customer base limits the concentration of this risk. Our accounts receivable and financing receivables on the Consolidated Statements of Financial Position are net of allowances for doubtful accounts. Accounts receivable Our accounts receivable do not contain significant financing components as defined by IFRS 15 and therefore we measure our allowance for doubtful accounts using lifetime expected credit losses related to our accounts receivable. We believe the allowance for doubtful accounts sufficiently reflects the credit risk associated (In millions of dollars) Customer accounts receivable As at December 31 2021 2020 Unbilled financing receivables Less than 30 days past billing date 30-60 days past billing date 61-90 days past billing date Greater than 90 days past billing date 2,646 895 214 89 66 1,806 793 207 66 76 Total customer accounts receivable (net of allowances of $240 and $222, respectively) 3,910 2,948 Total contract assets (net of allowance of $3 and $28, respectively) 204 621 Total customer accounts receivable and contract assets 4,114 3,569 Below is a summary of the activity related to our allowance for doubtful accounts on total customer accounts receivable and contract assets. (In millions of dollars) Balance, beginning of year Allowance for doubtful accounts expense Net use Balance, end of year Years ended December 31 2021 250 155 (162) 243 2020 114 307 (171) 250 We use various controls and processes, such as credit checks, deposits on account, and billing in advance, to mitigate credit risk. We monitor and take appropriate action to suspend services when customers have fully used their approved credit limits or violated established payment terms. While our credit controls and processes have been effective in managing credit risk, they cannot eliminate credit risk and there can be no assurance that these controls will continue to be effective or that our current credit loss experience will continue. Derivative instruments Credit risk related to our debt derivatives, interest rate derivatives, expenditure derivatives, and equity derivatives arises from the possibility that the counterparties to the agreements may default on their obligations. We assess the creditworthiness of the counterparties to minimize the risk of counterparty default and do not require collateral or other security to support the credit risk associated with these derivatives. Counterparties to the entire portfolio of our derivatives are financial institutions with a S&P Global Ratings (or the equivalent) ranging from A to AA-. 118 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S LIQUIDITY RISK Liquidity risk is the risk that we will not be able to meet our financial obligations as they fall due. We manage liquidity risk by managing our commitments and maturities, capital structure, and financial leverage (see note 3). We also manage liquidity risk by continually monitoring actual and projected cash flows to ensure we will have sufficient liquidity to meet our liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our reputation. Below is a summary of the undiscounted contractual maturities of our financial liabilities and the receivable components of our derivatives as at December 31, 2021 and 2020. December 31, 2021 (In millions of dollars) Carrying amount Contractual cash flows Less than 1 year Short-term borrowings Accounts payable and accrued liabilities Long-term debt 1 Lease liabilities Other long-term financial liabilities Expenditure derivative instruments: Cash outflow (Canadian dollar) Cash inflow (Canadian dollar equivalent of US dollar) Equity derivative instruments Debt derivative instruments accounted for as hedges: Cash outflow (Canadian dollar) Cash inflow (Canadian dollar equivalent of US dollar) 2 Debt derivative instruments not accounted for as hedges: Cash outflow (Canadian dollar) Cash inflow (Canadian dollar equivalent of US dollar) 2 Interest rate derivatives Net carrying amount of derivatives (asset) 2,200 3,416 18,688 1,957 14 – – – – – – – – (895) 2,200 3,416 18,873 2,498 14 2,200 3,416 1,551 336 – 1,374 (1,354) (36) 1,240 (1,217) (36) 1 to 3 years – – 2,312 677 7 134 (137) – 4 to 5 years More than 5 years – – 3,520 308 2 – – – – – 11,490 1,177 5 – – – 11,313 (11,717) 1,297 (1,084) 1,504 (1,822) 1,607 (1,521) 6,905 (7,290) 1,390 (1,401) 243 1,390 (1,401) 243 – – – – – – – – – 1 Reflects repayment of the subordinated notes issued in December 2021 on the five-year anniversary. 2 Represents Canadian dollar equivalent amount of US dollar inflows matched to an equal amount of US dollar maturities in long-term debt for debt derivatives. 25,380 26,813 7,935 2,675 3,916 12,287 December 31, 2020 (In millions of dollars) Carrying amount Contractual cash flows Less than 1 year Short-term borrowings Accounts payable and accrued liabilities Long-term debt Lease liabilities Other long-term financial liabilities Expenditure derivative instruments: Cash outflow (Canadian dollar) Cash inflow (Canadian dollar equivalent of US dollar) Equity derivative instruments Debt derivative instruments accounted for as hedges: Cash outflow (Canadian dollar) Cash inflow (Canadian dollar equivalent of US dollar) 1 Debt derivative instruments not accounted for as hedges: Cash outflow (Canadian dollar) Cash inflow (Canadian dollar equivalent of US dollar) 1 Net carrying amount of derivatives (asset) 1,221 2,714 18,201 1,835 22 – – – – – – – (1,011) 1,221 2,714 18,373 2,353 22 1,221 2,714 1,450 278 – 2,134 (2,024) (34) 1,305 (1,222) (34) 1 to 3 years – – 3,274 647 14 829 (802) – 4 to 5 years More than 5 years – – 1,490 300 2 – – – – – 12,159 1,128 6 – – – 11,114 (11,702) 86 (81) 2,516 (2,772) 937 (891) 7,575 (7,958) 585 (573) 585 (573) – – – – – – 1 Represents Canadian dollar equivalent amount of US dollar inflows matched to an equal amount of US dollar maturities in long-term debt for debt derivatives. 22,982 24,183 5,729 3,706 1,838 12,910 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 119 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Below is a summary of the net interest payments over the life of the long-term debt, including the impact of the associated debt derivatives, as at December 31, 2021 and 2020. December 31, 2021 (In millions of dollars) Less than 1 year 1 to 3 years 4 to 5 years More than 5 years Net interest payments 804 1,444 1,321 7,789 December 31, 2020 (In millions of dollars) Less than 1 year 1 to 3 years 4 to 5 years More than 5 years the foreign exchange risk hedges for accounting purposes. We use expenditure derivatives to manage in our operations, designating them as hedges for certain of our forecast operational and capital expenditures. As at December 31, 2021, all of our US dollar-denominated long-term debt, short-term borrowings, and in foreign lease exchange rates using debt derivatives. With respect to our long­ term debt and US CP program, as a result of our debt derivatives, a one-cent change in the Canadian dollar relative to the US dollar would have no effect on net income. liabilities were hedged against fluctuations Net interest payments 747 1,322 1,167 8,331 MARKET PRICE RISK Market price risk is the risk that changes in market prices, such as fluctuations in the market prices of our investments measured at FVTOCI or our share price will affect our income, cash flows, or the value of our financial instruments. The derivative instruments we use to manage this risk are described in this note. Market price risk – publicly traded investments We manage risk related to fluctuations in the market prices of our investments in publicly traded companies by regularly reviewing publicly available information related to these investments to ensure that any risks are within our established levels of risk tolerance. We do not engage in risk management practices such as hedging, derivatives, or short selling with respect to our publicly traded investments. Market price risk – Class B Non-Voting Shares Our liability related to stock-based compensation is remeasured at fair value each period. Stock-based compensation expense is affected by changes in the price of our Class B Non-Voting Shares during the life of an award, including stock options, restricted share units (RSUs), and deferred share units (DSUs). We use equity derivatives from time to time to manage the exposure in our stock- based compensation liability. As a result of our equity derivatives, a one-dollar change in the price of a Class B Non-Voting Share would not have a material effect on net income. FOREIGN EXCHANGE RISK We use debt derivatives to manage risks from fluctuations in foreign exchange rates associated with our US dollar-denominated long-term debt, short-term borrowings, and lease liabilities. We designate the debt derivatives related to our senior notes and debentures and lease liabilities as hedges for accounting purposes against the foreign exchange risk associated with specific debt instruments and lease contracts, respectively. We have not designated the debt derivatives related to our US CP program as A portion of our accounts receivable and accounts payable and accrued liabilities is denominated in US dollars. Due to the short- term nature of these receivables and payables, they carry no significant risk from fluctuations in foreign exchange rates as at December 31, 2021. INTEREST RATE RISK We are exposed to risk of changes in market interest rates due to the impact this has on interest expense for our short-term borrowings and bank credit facilities. As at December 31, 2021, 89.3% of our outstanding long-term debt and short-term borrowings was at fixed interest rates (2020 – 93.6%). Sensitivity analysis Below is a sensitivity analysis for significant exposures with respect to our publicly traded investments, expenditure derivatives, debt derivatives, interest rate derivatives, short-term borrowings, senior notes, and bank credit facilities as at December 31, 2021 and 2020 with all other variables held constant. It shows how net income and other comprehensive income would have been affected by changes in the relevant risk variables. (Change in millions of dollars) Share price of publicly traded investments $1 change Debt derivatives 0.1% change in interest rates Interest rate derivatives 0.1% change in interest rates Expenditure derivatives – change in foreign exchange rate $0.01 change in Cdn$ relative to US$ Floating interest rate senior notes 1% change in interest rates Short-term borrowings 1% change in interest rates Other comprehensive income 2020 Net income 2021 2020 2021 – –– –– – 7 16 – 17 14 46 76 8 – – – – 12 – – – 7 9 120 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S DERIVATIVE INSTRUMENTS As at December 31, 2021 and 2020, all of our US dollar- denominated long-term debt instruments were hedged against fluctuations in foreign exchange rates for accounting purposes. Below is a summary of our net asset (liability) position for our various derivatives. (In millions of dollars, except exchange rates) Debt derivatives accounted for as cash flow hedges: As at December 31, 2020 Notional amount (US$) Exchange rate Notional amount (Cdn$) Fair value (Cdn$) As at December 31, 2021 Notional amount (US$) Exchange rate Notional amount (Cdn$) Fair value (Cdn$) (In millions of dollars, except exchange rates) Debt derivatives accounted for as cash flow hedges: As assets As liabilities 5,859 5,383 1.1369 1.3025 6,661 7,011 1,453 (343) Short-term debt derivatives not accounted for as hedges: As assets 1,104 1.2578 1,389 11 Net mark-to-market debt derivative asset Interest rate derivatives accounted for as cash flow hedges: As assets (Cdn$) As liabilities (Cdn$) As liabilities (US$) Net mark-to-market interest rate derivative liability Expenditure derivatives accounted for as cash flow hedges: – – 2,000 – – – 3,250 500 – As assets As liabilities 438 630 1.2453 1.3151 545 829 Net mark-to-market expenditure derivative liability Equity derivatives not accounted for as hedges: As assets Net mark-to-market asset – – 265 1,121 40 (6) (277) (243) 11 (30) (19) 36 895 As assets As liabilities 4,550 4,642 1.0795 1.3358 4,912 6,201 1,405 (307) Short-term debt derivatives not accounted for as hedges: As liabilities 449 1.2995 583 (12) Net mark-to-market debt derivative asset Expenditure derivatives accounted for as cash flow hedges: 1,086 As liabilities 1,590 1.3421 2,134 (109) Equity derivatives not accounted for as hedges: As assets Net mark-to-market asset – – 238 34 1,011 Below is a summary of the net cash (payments) proceeds on debt derivatives. (In millions of dollars) Proceeds on debt derivatives related to US commercial paper Proceeds on debt derivatives related to credit facility borrowings Total proceeds on debt derivatives Payments on debt derivatives related to Years ended December 31 2021 2020 2,911 5,542 1,003 3,914 1,364 6,906 US commercial paper (2,926) (5,441) Payments on debt derivatives related to credit facility borrowings Total payments on debt derivatives Net (payments) proceeds on settlement of (1,005) (1,385) (3,931) (6,826) debt derivatives (17) 80 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 121 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Below is a summary of the changes in fair value of our derivative instruments for 2021 and 2020. Year ended December 31, 2021 (In millions of dollars) Derivative instruments, beginning of year Proceeds received from settlement of derivatives Payment on derivatives settled Increase (decrease) in fair value of derivatives Derivative instruments, end of year Mark-to-market asset Mark-to-market liability Mark-to-market asset (liability) Debt derivatives (hedged) Debt derivatives (unhedged) Interest rate derivatives Expenditure derivatives Equity derivatives Total instruments 1,098 – – 12 1,110 1,453 (343) 1,110 (12) (3,914) 3,931 6 11 11 – 11 – (9) – (234) (243) 40 (283) (243) (109) (1,201) 1,305 (14) (19) 11 (30) (19) 34 (3) – 5 36 36 – 36 1,011 (5,127) 5,236 (225) 895 1,551 (656) 895 Year ended December 31, 2020 (In millions of dollars) Derivative instruments, beginning of year Proceeds received from settlement of derivatives Payment on derivatives settled (Decrease) increase in fair value of derivatives Derivative instruments, end of year Mark-to-market asset Mark-to-market liability Mark-to-market asset (liability) Debt derivatives (hedged) Debt derivatives (unhedged) Expenditure derivatives Equity derivatives Total instruments 1,412 – – (314) 1,098 1,405 (307) 1,098 (29) (6,906) 6,826 97 (12) – (12) (12) 1 (1,261) 1,221 (70) (109) – (109) (109) 55 1 – (22) 34 34 – 34 1,439 (8,166) 8,047 (309) 1,011 1,439 (428) 1,011 Below is a summary of the derivative instruments assets and derivative instruments liabilities reflected on our Consolidated Statements of Financial Position. 2021, 100% of our outstanding expenditure derivatives and interest rate derivatives have been designated as hedges for accounting purposes (2020 – 100% of our outstanding expenditure derivatives). (In millions of dollars) Current asset Long-term asset Current liability Long-term liability Net mark-to-market asset As at December 31 2021 120 1,431 1,551 (467) (189) (656) 895 2020 61 1,378 1,439 (110) (318) (428) 1,011 As at December 31, 2021, US$11.2 billion notional amount of our outstanding debt derivatives have been designated as hedges for accounting purposes (2020 – US$9.2 billion). As at December 31, Debt derivatives We use cross-currency interest rate agreements and foreign exchange forward agreements (collectively, debt derivatives) to manage risks from fluctuations in foreign exchange rates and interest rates associated with our US dollar-denominated senior notes and debentures, lease liabilities, credit facility borrowings, and US CP borrowings (see note 19). We designate the debt derivatives related to our senior notes, debentures, and lease liabilities as hedges for accounting purposes against the foreign exchange risk or interest rate risk associated with specific issued and forecast debt instruments. Debt derivatives related to our credit facility and US CP borrowings have not been designated as hedges for accounting purposes. 122 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S During 2021 and 2020, we entered and settled debt derivatives related to our credit facility borrowings and US CP program as follows: (In millions of dollars, except exchange rates) Credit facilities Debt derivatives entered Debt derivatives settled Net cash paid on settlement US commercial paper program Debt derivatives entered Debt derivatives settled Net cash (paid) received on settlement Year ended December 31, 2021 Year ended December 31, 2020 Notional (US$) Exchange rate Notional (Cdn$) Notional (US$) Exchange rate Notional (Cdn$) 1,200 800 1.253 1.254 2,568 2,312 1.260 1.259 1,503 1,003 (2) 3,235 2,911 (15) 970 970 1.428 1.406 3,316 4,091 1.329 1.330 1,385 1,364 (21) 4,406 5,441 101 We did not enter into any debt derivatives in 2021 on issued senior notes. We entered into US$2 billion of forward starting cross-currency swaps to hedge the foreign exchange and interest risk associated with debt instruments we expect to issue in the future related to the Transaction. In 2020, we entered into debt derivatives to hedge the foreign currency risk associated with the principal and interest components of the US dollar-denominated senior notes issued (see note 21). Below is a summary of the debt derivatives we entered to hedge senior notes issued during 2020. (In millions of dollars, except for coupon and interest rates) Effective date 2020 issuances June 22, 2020 Principal/Notional Fixed hedged (Cdn$) amount (US$) Maturity date Coupon rate interest rate 1 Equivalent (Cdn$) US$ Hedging effect 750 2022 USD LIBOR + 0.60% 0.955% 1,019 1 Converting from a fixed US$ coupon rate to a weighted average Cdn$ fixed rate. During 2021 and 2020, we entered and settled debt derivatives related to our outstanding lease liabilities as follows: (In millions of dollars, except exchange rates) Debt derivatives entered Debt derivatives settled As at December 31, 2021, we had US$193 million notional amount of debt derivatives outstanding related to our outstanding lease liabilities (2020 – US$142 million) with terms to maturity ranging from January 2022 to December 2024 (2020 – January 2021 to December 2023), at an average rate of $1.301/US$ (2020 – $1.352/US$). Interest rate derivatives From time to time, we use bond forward derivatives or interest rate swap derivatives (collectively, interest rate derivatives) to hedge interest rate risk on current and future debt instruments. Our interest rate derivatives are designated as hedges for accounting purposes. We have entered into interest rate swap derivatives during the year ended December 31, 2021, including: • $1,250 million bond forwards to hedge the underlying Government of Canada (GoC) interest rate risk that will form a portion of the interest rate risk associated with anticipated future debt issuances; Year ended December 31, 2021 Year ended December 31, 2020 Notional (US$) Exchange rate Notional (Cdn$) Notional (US$) Exchange rate Notional (Cdn$) 132 81 1.273 1.333 168 108 115 43 1.374 1.372 158 59 • interest rate swap derivatives to hedge the interest rate risk on an additional $3.25 billion of debt instruments we expect to issue in the future; and • interest rate swap derivatives to hedge the interest rate risk on US$2 billion of debt instruments we expect to issue in the future. Concurrent with our issuance of $2 billion subordinated notes in December 2021 (see note 21), we terminated $750 million of bond forwards and received $9 million upon settlement. As at December 31, 2021, we had $500 million of bond forwards outstanding. Concurrent with our issuance of US$750 million subordinated notes in February 2022 (see note 21), we terminated $950 million of interest rate swap derivatives and received $33 million upon settlement. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 123 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Expenditure derivatives Below is a summary of the expenditure derivatives we entered and settled during 2021 and 2020 to manage foreign exchange risk related to certain forecast expenditures. Year ended December 31, 2021 Year ended December 31, 2020 Notional (US$) Exchange rate Notional (Cdn$) Notional (US$) Exchange rate Notional (Cdn$) 438 960 1.244 1.360 545 1,306 1,560 940 1.343 1.299 2,095 1,221 value of our private investments by using implied valuations from follow-on financing rounds, third-party sale negotiations, or market- based approaches. These are applied appropriately to each investment depending on its future operating and profitability prospects. The fair values of each of our public debt instruments are based on the period-end estimated market yields, or period-end trading values, where available. We determine the fair values of our debt derivatives and expenditure derivatives using an estimated credit- adjusted mark-to-market valuation by discounting cash flows to the measurement date. In the case of debt derivatives and expenditure derivatives in an asset position, the credit spread for the financial institution counterparty is added to the risk-free discount rate to determine the estimated credit-adjusted value for each derivative. For these debt derivatives and expenditure derivatives in a liability position, our credit spread is added to the risk-free discount rate for each derivative. The fair values of our equity derivatives are based on the period-end quoted market value of Class B Non-Voting Shares. Our disclosure of the three-level fair value hierarchy reflects the significance of the inputs used in measuring fair value: • financial assets and financial liabilities in Level 1 are valued by referring to quoted prices in active markets for identical assets and liabilities; • financial assets and financial liabilities in Level 2 are valued using inputs based on observable market data, either directly or indirectly, other than the quoted prices; and • Level 3 valuations are based on inputs that are not based on observable market data. There were no material financial instruments categorized in Level 3 as at December 31, 2021 and 2020 and there were no transfers between Level 1, Level 2, or Level 3 during the respective periods. (In millions of dollars, except exchange rates) Expenditure derivatives entered Expenditure derivatives settled As at December 31, 2021, we had US$1,068 million of expenditure derivatives outstanding (2020 – US$1,590 million), at an average rate of $1.287/US$ (2020 – $1.342/US$), with terms to maturity ranging from January 2022 to December 2023 (2020 – January 2021 to December 2022). As at December 31, 2021, our outstanding expenditure derivatives maturing in 2022 were hedged at an average exchange rate of $1.292/US$. Equity derivatives We have equity derivatives to hedge market price appreciation risk associated with Class B Non-Voting Shares that have been granted under our stock-based compensation programs (see note 25). The equity derivatives were originally entered into at a weighted average price of $50.37 with terms to maturity of one year, extendible for further one-year periods with the consent of the hedge counterparties. The equity derivatives have not been designated as hedges for accounting purposes. As at December 31, 2021, we had equity derivatives outstanding for 5.0 million (2020 – 4.6 million) Class B Non-Voting Shares with a weighted average price of $53.10 (2020 – $51.82). During the year ended December 31, 2021, we entered into 0.4 million equity derivatives (2020 – 0.3 million) with a weighted average price of $60.98 (2020 – $56.08). During the year ended December 31, 2021, we reset the weighted average price to $59.64 and reset the expiry dates to April 2023 (from April 2021) on 0.5 million equity derivatives and received net proceeds of $3 million. During the year ended December 31, 2020, we reset the weighted average price to $54.16 and reset the expiry dates to April 2021 (from April 2020) on 0.5 million equity derivatives and made net payments of $1 million. Additionally, we executed extension agreements for the remainder of our equity derivative contracts under substantially the same commitment terms and conditions with revised expiry dates to April 2022 (from April 2021). FAIR VALUES OF FINANCIAL INSTRUMENTS The carrying values of cash and cash equivalents, accounts receivable, bank advances, short-term borrowings, and accounts payable and accrued liabilities approximate their fair values because of the short-term natures of these financial instruments. The carrying values of our financing receivables also approximate their fair values based on our recognition of an expected credit loss allowance. We determine the fair value of each of our publicly traded investments using quoted market values. We determine the fair 124 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S Below is a summary of the financial instruments carried at fair value. (In millions of dollars) Financial assets Investments, measured at FVTOCI: As at December 31 Carrying value Fair value (Level 1) Fair value (Level 2) 2021 2020 2021 2020 2021 2020 Investments in publicly traded companies 1,581 1,535 1,581 1,535 – – Held-for-trading: Debt derivatives accounted for as cash flow hedges Debt derivatives not accounted for as cash flow hedges Interest rate derivatives accounted for as cash flow hedges Expenditure derivatives accounted for as cash flow hedges Equity derivatives not accounted for as cash flow hedges Total financial assets Financial liabilities Held-for-trading: 1,453 1,405 – – – 34 11 40 11 36 – – – – – – – – – – 1,453 11 40 11 36 1,405 – – – 34 3,132 2,974 1,581 1,535 1,551 1,439 Debt derivatives accounted for as cash flow hedges Debt derivatives not accounted for as hedges Interest rate derivatives accounted for as cash flow hedges Expenditure derivatives accounted for as cash flow hedges Total financial liabilities 343 – 283 30 656 307 12 – 109 428 – – – – – – – – – – 343 – 283 30 656 307 12 – 109 428 Below is a summary of the fair value of our long-term debt. (In millions of dollars) As at December 31 2021 2020 Carrying amount Fair value 1 Carrying amount Fair value 1 Long-term debt (including current portion) 18,688 20,790 18,201 22,006 1 Long-term debt (including current portion) is measured at Level 2 in the three-level fair value hierarchy, based on year-end trading values. We did not have any non-derivative held-to-maturity financial assets during the years ended December 31, 2021 and 2020. NOTE 18: INVESTMENTS irrevocably classify our ACCOUNTING POLICY Investments in publicly traded and private companies in We have elected to companies over which we do not have control or significant influence as FVTOCI with no subsequent reclassification to net income because we do not hold these investments with the intent of short-term trading. We account for them as follows: • publicly traded companies – at fair value based on publicly investments quoted prices; and • private companies – at fair value using implied valuations from follow-on financing rounds, third-party sale negotiations, or market-based approaches. Investments in associates and joint arrangements An entity is an associate when we have significant influence over the entity’s financial and operating policies but do not control the entity. We are generally presumed to have significant influence over an entity when we hold more than 20% of the voting power. A joint arrangement exists when there is a contractual agreement that establishes joint control over activities and requires unanimous consent for strategic financial and operating decisions. We classify our interests in joint arrangements into one of two categories: • joint ventures – when we have the rights to the net assets of the arrangement; and • joint operations – when we have the rights to the assets and obligations for the liabilities related to the arrangement. We use the equity method to account for our investments in associates and joint ventures; we recognize our proportionate interest in the assets, liabilities, revenue, and expenses of our joint operations. We initially recognize our investments in associates and joint ventures at cost and subsequently increase or decrease the carrying amounts based on our share of each entity’s income or loss. Distributions we receive from these entities reduce the carrying amounts of our investments. We eliminate unrealized gains and losses from our investments in associates or joint ventures against our investments, up to the amount of our interest in the entities. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 125 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Impairment in associates and joint ventures At the end of each reporting period, we assess whether there is objective evidence that impairment exists in our investments in associates and joint ventures. If objective evidence exists, we compare the carrying amount of the investment to its recoverable amount and recognize the excess over the recoverable amount, if any, as a loss in net income. Toronto Raptors, MLS’ Toronto FC, the CFL’s Toronto Argonauts, the AHL’s Toronto Marlies, and other assets. We, along with BCE Inc. (BCE), jointly own an indirect net 75% equity interest in MLSE with our portion representing a 37.5% equity interest in MLSE. Our investment in MLSE is accounted for as a joint venture using the equity method. INVESTMENTS BY TYPE (In millions of dollars) Investments in: Publicly traded companies Private companies Investments, measured at FVTOCI Investments, associates and joint ventures As at December 31 2021 2020 1,581 53 1,634 859 1,535 97 1,632 904 Glentel Glentel is a large, multicarrier mobile phone retailer with several hundred Canadian wireless retail distribution outlets. We own a 50% equity interest in Glentel, with the remaining 50% interest owned by BCE. Our investment in Glentel is accounted for as a joint venture using the equity method. Below is a summary of financial information pertaining to our significant associates and joint ventures and our portions thereof. As at or years ended December 31 Total investments 2,493 2,536 (In millions of dollars) Current assets Long-term assets Current liabilities Long-term liabilities Total net assets Our share of net assets Revenue Expenses Net loss Our share of net loss 2021 537 3,254 (990) (1,177) 1,624 855 1,805 (1,912) (107) (44) 2020 512 3,409 (857) (1,358) 1,706 900 1,310 (1,410) (100) (40) One of our joint ventures has a non-controlling interest that has a right to require our joint venture to purchase that non-controlling interest at a future date at fair value. INVESTMENTS, MEASURED AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME Publicly traded companies We hold a number of interests in publicly traded companies, including Cogeco Inc. and Cogeco Communications Inc. This year, we recognized realized losses of nil and unrealized gains of $17 million (2020 – nil of realized losses and $296 million of unrealized losses) in other comprehensive income. INVESTMENTS, ASSOCIATES AND JOINT VENTURES We have interests in a number of associates and joint ventures, some of which include: Maple Leaf Sports and Entertainment Limited (MLSE) MLSE, a sports and entertainment company, owns and operates the Scotiabank Arena, the NHL’s Toronto Maple Leafs, the NBA’s NOTE 19: SHORT-TERM BORROWINGS is a summary of our short-term borrowings as at Below December 31, 2021 and 2020. (In millions of dollars) Receivables securitization program US commercial paper program (net of the discount on issuance) Non-revolving credit facility borrowings As at December 31 2021 2020 800 893 507 650 571 – Total short-term borrowings 2,200 1,221 126 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT Below is a summary of the activity relating to our short-term borrowings for the years ended December 31, 2021 and 2020. Year ended December 31, 2021 Year ended December 31, 2020 Notional (US$) Exchange rate Notional (Cdn$) Notional (US$) Exchange rate Notional (Cdn$) (In millions of dollars, except exchange rates) Proceeds received from receivables securitization Net proceeds received from receivables securitization 150 150 Proceeds received from US commercial paper Repayment of US commercial paper 2,568 (2,314) 1.260 1.259 3,235 (2,914) 3,316 (4,098) 1.329 1.355 Net proceeds received from (repayment of) US commercial paper 321 Proceeds received from non-revolving credit facilities (US$) Repayment of non-revolving credit facilities (US$) 1,200 (800) 1.253 1.254 1,503 (1,003) – – – – Net proceeds received from non-revolving credit facilities Net proceeds received from (repayment of) short-term borrowings 500 971 – – 4,406 (5,552) (1,146) – – – (1,146) N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S RECEIVABLES SECURITIZATION PROGRAM We participate in a receivables securitization program with a Canadian financial institution that allows us to sell certain receivables into the program. As at December 31, 2021, the proceeds of the sales were committed up to a maximum of $1,200 million (2020 – $1,200 million) and the program has a term of three years, ending on December 22, 2023. We continue to service and retain substantially all of the risks and rewards relating to the receivables we sell, and therefore, the receivables remain recognized on our Consolidated Statements of Financial Position and the funding received is recognized as short- term borrowings. The buyer’s interest in these trade receivables ranks ahead of our interest. The program restricts us from using the receivables as collateral for any other purpose. The buyer of our trade receivables has no claim on any of our other assets. (In millions of dollars) Receivables sold to buyer as security Short-term borrowings from buyer Overcollateralization (In millions of dollars) Receivables securitization program, beginning of year Net proceeds received from receivables securitization Receivables securitization program, end of year As at December 31 2021 2,679 (800) 1,879 2020 2,130 (650) 1,480 Years ended December 31 2021 2020 US COMMERCIAL PAPER PROGRAM We have a US CP program that allows us to issue up to a maximum aggregate principal amount of US$1.5 billion. Funds can be borrowed under this program with terms to maturity ranging from 1 to 397 days, subject to ongoing market conditions. Issuances made under the US CP program are issued at a discount. Borrowings under our US CP program are classified as short-term borrowings on our Consolidated Statements of Financial Position when they are due within one year from the date of the financial statements. 650 150 800 650 – 650 Below is a summary of the activity relating to our US CP program for the years ended December 31, 2021 and 2020. (In millions of dollars, except exchange rates) US commercial paper, beginning of year Net proceeds received from (repayment of) US commercial paper Discounts on issuance 1 (Gain) loss on foreign exchange 1 US commercial paper, end of year n/m – not meaningful 1 Included in finance costs. Year ended December 31, 2021 Year ended December 31, 2020 Notional (US$) Exchange rate Notional (Cdn$) Notional (US$) Exchange rate Notional (Cdn$) 449 1.272 571 1,223 1.298 1,588 254 1 1.264 n/m 704 1.268 321 2 (1) 893 (782) 8 1.465 1.250 (1,146) 10 119 449 1.272 571 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 127 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Concurrent with the US CP borrowings, we entered into debt derivatives to hedge the foreign currency risk associated with the principal and interest components of the borrowings under the US CP program (see note 17). We have not designated these debt derivatives as hedges for accounting purposes. NON-REVOLVING CREDIT FACILITY In June 2021, we entered into non-revolving credit facilities with an aggregate limit of US$1.6 billion that mature in June 2022. Any borrowings under these facilities will be recorded as short-term borrowings as they will be due within 12 months. Borrowings under the facilities are unsecured, guaranteed by RCCI, and rank equally in right of payment with all of our senior notes and debentures. In December 2021, we terminated the undrawn non-revolving credit facilities with an aggregate limit of US$1.2 billion. In February 2022, we repaid the outstanding US$400 million and terminated the facility. Below is a summary of the activity relating to our non-revolving credit facilities for the year ended December 31, 2021. (In millions of dollars, except exchange rates) Non-revolving credit facility, beginning of year Net proceeds received from non-revolving credit facilities Loss on foreign exchange 1 Non-revolving credit facility, end of year 1 Included in finance costs. Year ended December 31, 2021 Notional (US$) Exchange rate Notional (Cdn$) – 400 – 1.250 400 1.268 – 500 7 507 COMMITTED CREDIT FACILITY In March 2021, in connection with the Transaction (see note 30), we entered into a binding commitment letter for a committed credit facility with a syndicate of banks in an amount up to $19 billion. The commitment remains subject to the satisfaction of conditions to limitation, the effectiveness and drawing, completion of credit documentation in respect of such commitment and the completion of the Transaction. The committed facility including, without cannot be drawn upon until the closing date of the Transaction. It is only available to be drawn to fund part of the acquisition cost of the Transaction and to pay fees and expenses related to the Transaction. If drawn, any drawings must be repaid within 364 days. If undrawn, the facility terminates on the closing date of the acquisition. As a result of entering into the Shaw term loan facility (see note 21), the maximum amount we can draw on this committed facility decreased to $13 billion. NOTE 20: PROVISIONS ACCOUNTING POLICY Decommissioning and restoration costs We use network and other assets on leased premises in some of our business activities. We expect to exit these premises in the future and we therefore make provisions for the costs associated with decommissioning the assets and restoring the locations to their original conditions when we have a legal or constructive obligation to do so. We calculate these costs based on a current estimate of the costs that will be incurred, project those costs into the future based on management’s best estimates of future trends in prices, inflation, and other factors, and discount them to their present value. We revise our forecasts when business conditions or technological requirements change. When we recognize a decommissioning liability, we recognize a corresponding asset in property, plant and equipment (as property, plant and equipment or a right-of-use asset, as applicable based on the underlying asset) and depreciate the asset based on the corresponding asset’s useful life following our depreciation policies for property, plant and equipment and right-of-use assets, as applicable. We recognize the accretion of the liability as a charge to finance costs on the Consolidated Statements of Income. Restructuring We make provisions for restructuring when we have approved a detailed and formal restructuring plan and either the restructuring has started or management has announced the plan’s main features to the employees affected by it. Restructuring obligations that have uncertain timing or amounts are recognized as provisions; otherwise they are recognized as accrued liabilities. All charges are recognized in restructuring, acquisition and other on the Consolidated Statements of Income (see note 10). Onerous contracts We make provisions for onerous contracts when the unavoidable costs of meeting our obligation under a contract exceed the benefits we expect to realize from it. We measure these provisions at the present value of the expected cost of the lower of terminating the contract or the expected cost of continuing with the contract. We recognize any impairment loss on the assets associated with the contract before we make the provision. ESTIMATES We recognize a provision when a past event creates a legal or constructive obligation that can be reasonably estimated and is likely to result in an outflow of economic resources. We recognize a provision even when the timing or amount of the obligation may be uncertain, which can require us to use significant estimates. 128 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S JUDGMENTS Significant judgment is required to determine when we are subject to unavoidable costs arising from onerous contracts. These judgments may include, for example, whether a certain promise is legally binding or whether we may be successful in negotiations with the counterparty. Decommissioning and restoration costs Cash outflows associated with our decommissioning liabilities are generally expected to occur at the decommissioning dates of the assets to which they relate, which are long-term in nature. The timing and extent of restoration work that will ultimately be required for these sites is uncertain. PROVISIONS DETAILS (In millions of dollars) December 31, 2020 Additions December 31, 2021 Current (recorded in “other current liabilities”) Long-term Decommissioning Liabilities Other Total 45 7 52 3 49 1 – 1 – 1 46 7 53 3 50 NOTE 21: LONG-TERM DEBT (In millions of dollars, except interest rates) Senior notes Senior notes Senior notes Senior notes Senior notes Senior notes Senior notes Senior notes Senior notes Senior notes Senior debentures 1 Senior notes Senior notes Senior notes Senior notes Senior notes Senior notes Senior notes Senior notes Senior notes Senior notes Subordinated notes 2 Deferred transaction costs and discounts Less current portion Total long-term debt Due date 2021 2022 2022 2023 2023 2024 2025 2026 2027 2029 2032 2038 2039 2040 2041 2043 2043 2044 2048 2049 2049 2081 Principal amount 1,450 600 US 750 US 500 US 850 600 US 700 US 500 1,500 1,000 US 200 US 350 500 800 400 US 500 US 650 US 1,050 US 750 US 1,250 US 1,000 2,000 Interest rate 5.340% 4.000% Floating 3.000% 4.100% 4.000% 3.625% 2.900% 3.650% 3.250% 8.750% 7.500% 6.680% 6.110% 6.560% 4.500% 5.450% 5.000% 4.300% 4.350% 3.700% 5.000% As at December 31 2021 — 600 951 634 1,078 600 886 634 1,500 1,000 254 444 500 800 400 634 823 1,331 951 1,585 1,268 2,000 2020 1,450 600 955 637 1,082 600 890 637 1,500 1,000 255 446 500 800 400 637 827 1,337 955 1,592 1,273 — 18,873 (185) (1,551) 18,373 (172) (1,450) 17,137 16,751 1 Senior debentures originally issued by Rogers Cable Inc. which are unsecured obligations of RCI and for which RCCI was an unsecured guarantor as at December 31, 2021 and 2020. 2 The subordinated notes can be redeemed at par on the five-year anniversary or on any subsequent interest payment date. Each of the above senior notes and debentures are unsecured and, as at December 31, 2021, were guaranteed by RCCI, ranking equally with all of RCI’s other senior notes, debentures, bank credit facilities, and letter of credit facilities. We use derivatives to hedge the foreign exchange risk associated with the principal and interest components of all of our US dollar-denominated senior notes and debentures (see note 17). 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 129 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The tables below summarize the activity relating to our long-term debt for the years ended December 31, 2021 and 2020. (In millions of dollars, except exchange rates) Credit facility borrowings (US$) Credit facility repayments (US$) Net borrowings under credit facilities Senior note issuances (Cdn$) Senior note issuances (US$) Total senior note issuances Senior note repayments (Cdn$) Net (repayment) issuance of senior notes Subordinated note issuances (Cdn$) Net issuance of long-term debt (In millions of dollars) Long-term debt net of transaction costs, beginning of year Net issuance of long-term debt Gain on foreign exchange Deferred transaction costs incurred Amortization of deferred transaction costs Long-term debt net of transaction Years ended December 31 2021 2020 18,201 550 (50) (31) 15,967 2,540 (297) (23) 18 14 costs, end of year 18,688 18,201 In April 2021, we entered into a $6 billion Shaw term loan facility consisting of three tranches of $2 billion each. The facility cannot be drawn upon until the closing date of the Transaction. The first tranche matures three years after the Transaction closing date and subsequent tranches mature in years four and five thereafter, respectively. At tranche maturity, any outstanding borrowings under that tranche must be repaid. The interest rate charged on borrowings from the Shaw term loan facility ranges from nil to 1.25% per annum over the bank prime rate or base rate, or 0.65% to 2.25% over the bankers’ acceptance rate or London Inter-Bank Offered Rate. WEIGHTED AVERAGE INTEREST RATE As at December 31, 2021, our effective weighted average interest rate on all debt and short-term borrowings, including the effect of all of the associated debt derivatives and interest rate derivatives, was 3.95% (2020 – 4.09%). Year ended December 31, 2021 Year ended December 31, 2020 Notional (US$) Exchange rate Notional (Cdn$) Notional (US$) Exchange rate Notional (Cdn$) – – – – – – – – – – – – (1,450) (1,450) 2,000 550 970 (970) 1.428 1.406 1,385 (1,364) 750 1.359 21 1,500 1,019 2,519 – 2,519 – 2,540 BANK CREDIT AND LETTER OF CREDIT FACILITIES Our $4.0 billion revolving credit facility is available on a fully revolving basis until maturity and there are no scheduled reductions prior to maturity. The interest rate charged on borrowings from the revolving credit facility ranges from nil to 1.25% per annum over the bank prime rate or base rate, or 0.85% to 2.25% over the bankers’ acceptance rate or London Inter-Bank Offered Rate. In 2021, we amended our revolving credit facility to, among other things, increase the total credit limit and extend the maturity dates. We increased the total credit limit from $3.2 billion to $4 billion by increasing the limits of the two tranches to $3 billion and $1 billion (from $2.5 billion and $700 million), respectively. We also extended the maturity date of the $3 billion tranche from September 2023 to April 2026 and the $1 billion tranche from September 2022 to April 2024. SENIOR AND SUBORDINATED NOTES AND DEBENTURES We pay interest on all of our fixed-rate senior and subordinated notes and debentures on a semi-annual basis. We have the option to redeem each of our fixed-rate senior notes and debentures, in whole or in part, at any time, if we pay the premiums specified in the corresponding agreements. 130 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT Issuance of senior and subordinated notes Below is a summary of the senior and subordinated notes that we issued in 2021 and 2020. (In millions of dollars, except interest rates and discounts) Date issued 2021 issuance Principal amount Due date Discount/ premium at issuance Total gross proceeds 1 (Cdn$) Interest rate December 17, 2021 (subordinated) 3 2,000 2081 5.000% At par 2,000 2020 issuances March 31, 2020 (senior) June 22, 2020 (senior) 1,500 750 US 2027 3.650% 2022 USD LIBOR + 0.60% 99.511% At par 1,500 1,019 Transaction costs and 2 (Cdn$) discounts 20 16 5 1 Gross proceeds before transaction costs, discounts, and premiums. 2 Transaction costs, discounts, and premiums are included as deferred transaction costs and discounts in the carrying value of the long-term debt, and recognized in net income using the effective interest method. 3 Deferred transaction costs and discounts in the carrying value of the subordinated notes are recognized in net income using the effective interest method over a five-year period. N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S Concurrent with the 2020 US dollar-denominated issuances, we entered into debt derivatives to convert all interest and principal payment obligations to Canadian dollars (see note 17). During the year ended December 31, 2021, we issued $2 billion subordinated notes due 2081 with an initial coupon of 5% for the first five years. Concurrently, we terminated the $750 million bond forwards entered into in July 2021 to hedge the interest rate risk associated with future debt issuances. We used the proceeds to partially fund the remaining payment required to obtain the 3500 MHz spectrum licences. In February 2022, we issued US$750 million subordinated notes due 2082 with an initial coupon of 5.25% for the first five years. Concurrently, we terminated $950 million of interest rate derivatives entered into in 2021 to hedge the interest rate risk associated with future debt issuances. We received net proceeds of US$740 million ($938 million) from the issuance. Each of the subordinated notes can be redeemed at par on their respective five-year anniversary or on any subsequent interest payment date. The subordinated notes are unsecured and subordinated obligations of RCI. Payment on these notes will, under certain circumstances, be subordinated to the prior payment in full of all of our senior indebtedness, including our senior notes, debentures, and bank credit facilities. In addition, upon the occurrence of certain events involving a bankruptcy or insolvency of RCI, the outstanding principal and interest of such subordinated notes would automatically convert into preferred shares. We understand that S&P Global Ratings Services (S&P), Moody’s Investors Service (Moody’s), and Fitch Ratings (Fitch) will only include 50% of the outstanding principal amount of these subordinated notes in their leverage ratio calculation for at least the first five years after their issuance. In connection with these issuances, the Board approved the creation of new Series I and Series II preferred shares, respectively. Series I and Series II have been authorized for up to 3.3 million and 1.4 million preferred shares, respectively, have no voting rights, have par values of $1,000 per share, and will be issued automatically upon the occurrence of certain events involving a bankruptcy or insolvency of RCI to holders of the respective subordinated notes. Repayment of senior notes and related derivative settlements During the year ended December 31, 2021, we repaid the entire outstanding principal amount of our $1.45 billion 5.34% senior notes at maturity. There were no derivatives associated with these senior notes. We did not repay any senior notes or settle any related debt derivatives during the year ended December 31, 2020. PRINCIPAL REPAYMENTS Below is a summary of the principal repayments on our long-term debt due in each of the next five years and thereafter as at December 31, 2021. (In millions of dollars) 2022 2023 2024 2025 2026 1 Thereafter Total long-term debt 1,551 1,712 600 886 2,634 11,490 18,873 1 Reflects repayment of the subordinated notes issued in December 2021 on the five- year anniversary. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 131 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS TERMS AND CONDITIONS As at December 31, 2021 and 2020, we were in compliance with all financial covenants, financial ratios, and all of the terms and conditions of our long-term debt agreements. There were no financial leverage covenants in effect other than those under our bank credit and letter of credit facilities. The 8.75% debentures due in 2032 contain debt incurrence tests and restrictions on additional investments, sales of assets, and payment of dividends, all of which are suspended in the event the public debt securities are assigned investment-grade ratings by at least two of three specified credit rating agencies. As at December 31, 2021, these public debt securities were assigned an investment-grade rating by each of the three specified credit rating agencies and, accordingly, these restrictions have been suspended as long as the investment-grade ratings are maintained. Our other senior notes do not have any of these restrictions, regardless of the related credit ratings. The repayment dates of certain debt agreements can also be accelerated if there is a change in control of RCI. NOTE 22: OTHER LONG-TERM LIABILITIES As at December 31 (In millions of dollars) Note 2021 2020 Deferred pension liability Supplemental executive retirement plan Stock-based compensation Derivative instruments Contract liabilities Other Total other long-term liabilities 23 23 25 17 5 3 590 96 49 189 52 176 565 92 39 318 69 41 1,149 NOTE 23: POST-EMPLOYMENT BENEFITS ACCOUNTING POLICY Post-employment benefits – defined benefit pension plans We offer contributory and non-contributory defined benefit pension plans that provide employees with a lifetime monthly pension on retirement. We separately calculate our net obligation for each defined benefit pension plan by estimating the amount of future benefits employees have earned in return for their service in the current and prior years and discounting those benefits to determine their present value. We accrue our pension plan obligations as employees provide the services necessary to earn the pension. We use a discount rate based on market yields on high-quality corporate bonds at the measurement date to calculate the accrued pension benefit obligation. Remeasurements of the accrued pension benefit obligation are determined at the end of the year and include actuarial gains and losses, returns on plan assets in excess of interest income, and any change in the effect of the asset ceiling. These are recognized in other comprehensive income and retained earnings. The cost of pensions is actuarially determined and takes into account the following assumptions and methods for pension accounting related to our defined benefit pension plans: • expected rates of salary increases for calculating increases in future benefits; • mortality rates for calculating the life expectancy of plan members; and • past service costs from plan amendments are immediately expensed in net income. We recognize our net pension expense for our defined benefit pension plans and contributions to defined contribution plans as an 132 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT employee benefit expense in operating costs on the Consolidated Statements of Income in the periods the employees provide the related services. Post-employment benefits – defined contribution pension plan In 2016, we closed the defined benefit pension plans to new members and introduced a defined contribution pension plan. This change did not impact current defined benefit members at the time; any employee enrolled in any of the defined benefit pension plans at that date continues to earn pension benefits and credited service in their respective plan. We recognize a pension expense in relation to our contributions to the defined contribution pension plan when the employee provides service to the Company. Termination benefits We recognize termination benefits as an expense when we are committed to a formal detailed plan to terminate employment before the normal retirement date and it is not realistic that we will withdraw it. ESTIMATES Detailed below are the significant assumptions used in the actuarial calculations used to determine the amount of the defined benefit pension obligation and related expense. Significant estimates are involved in determining pension-related balances. Actuarial estimates are based on projections of employees’ compensation levels at the time of retirement. Retirement benefits are primarily based on career average earnings, subject to certain adjustments. The most recent actuarial funding valuations were completed as at January 1, 2021. Principal actuarial assumptions Weighted average of significant assumptions: Defined benefit obligation Discount rate Rate of compensation increase Mortality rate Pension expense Discount rate Rate of compensation increase Mortality rate 2021 2020 3.3% 2.7% 1.0% to 4.5%, 1.0% to 4.5%, based on employee age CPM2014Priv with Scale CPM-B based on employee age CPM2014Priv with Scale CPM-B 2.7% 3.2% 1.0% to 4.5%, 1.0% to 4.5%, based on employee age CPM2014Priv with Scale CPM-B based on employee age CPM2014Priv with Scale CPM-B Sensitivity of key assumptions In the sensitivity analysis shown below, we determine the defined benefit obligation for our funded plans using the same method used to calculate the defined benefit obligation we recognize on the Consolidated Statements of Financial Position. We calculate sensitivity by changing one assumption while holding the others constant. This leads to limitations in the analysis as the actual change in defined benefit obligation will likely be different from that shown in the table, since it is likely that more than one assumption will change at a time, and that some assumptions are correlated. (In millions of dollars) Discount rate Impact of 0.5% increase Impact of 0.5% decrease Rate of future compensation increase Impact of 0.25% increase Impact of 0.25% decrease Mortality rate Impact of 1 year increase Impact of 1 year decrease Increase (decrease) in accrued benefit obligation 2021 2020 (251) 285 (279) 319 17 (17) 67 (72) 20 (20) 76 (80) POST-EMPLOYMENT BENEFITS STRATEGY AND POLICY We sponsor a number of contributory and non-contributory pension arrangements for employees, including defined benefit and defined contributions plans. We do not provide any non-pension post-retirement benefits. We also provide unfunded supplemental pension benefits to certain executives. The Rogers Defined Benefit Pension Plan provides a defined pension based on years of service and earnings, with no increases in retirement for inflation. The plan was closed to new members in N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S in the plan was voluntary and enrolled 2016. Participation employees are required to make regular contributions into the plan. An unfunded supplemental pension plan is provided to certain senior executives to provide benefits in excess of amounts that can be provided from the defined benefit pension plan under the Income Tax Act (Canada)’s maximum pension limits. We also sponsor smaller defined benefit pension plans in addition to the Rogers Defined Benefit Pension Plan. The Pension Plan for Employees of Rogers Communications Inc. and the Rogers Pension Plan for Selkirk Employees are closed legacy defined benefit pension plans. The Pension Plan for Certain Federally Regulated Employees of Rogers Cable Communications Inc. is similar to the main pension plan but only federally regulated employees from the Cable business were eligible to participate; this plan was closed to new members in 2016. In addition to the defined benefit pension plans, we provide various defined contribution plans to certain groups of employees of the Company and to employees hired after March 31, 2016 who choose to join. Additionally, we provide other tax-deferred savings arrangements, including a Group RRSP and a Group TFSA program, which are accounted for as deferred contribution arrangements. The Pension Committee of the Board oversees the administration of our registered pension plans, which includes the following principal areas: • overseeing the funding, administration, communication, and investment management of the plans; • selecting and monitoring the performance of all third parties performing duties in respect of the plans, including audit, actuarial, and investment management services; • proposing, considering, and approving amendments to the plans; • proposing, considering, and approving amendments to the Statement of Investment Policies and Procedures; • reviewing management and actuarial reports prepared in respect of the administration of the pension plans; and • reviewing and approving the audited financial statements of the pension plan funds. The assets of the defined benefit pension plans are held in segregated accounts that are isolated from our assets. They are invested and managed following all applicable regulations and the Statement of Investment Policies and Procedures with the objective of having adequate funds to pay the benefits promised by the plans. Investment and market return risk is managed by: • contracting professional investment managers to execute the investment strategy following the Statement of Investment Policies and Procedures and regulatory requirements; • specifying the kinds of investments that can be held in the plans and monitoring compliance; • using asset allocation and diversification strategies; and • purchasing annuities from time to time. The defined benefit pension plans are registered with the Office of the Superintendent of Financial Institutions and are subject to the Federal Pension Benefits Standards Act. Two of the defined contribution pension plans are registered with the Financial Services Regulatory Authority, subject to the Ontario Pension Benefits Act. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 133 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The plans are also registered with the Canada Revenue Agency and are subject to the Income Tax Act (Canada). The benefits provided under the plans and the contributions to the plans are funded and administered in accordance with all applicable legislation and regulations. to contribution The defined benefit pension plans are subject to certain risks related inadequate plan surplus, increases, unfunded obligations, and market rates of return, which we mitigate through the governance described above. Any significant changes to these items may affect our future cash flows. POST-EMPLOYMENT BENEFIT PLAN DETAILS Below is a summary of the estimated present value of accrued plan benefits and the estimated market value of the net assets available to provide these benefits for our funded defined benefit pension plans. As at December 31 (In millions of dollars) Note 2021 2020 Plan assets, at fair value Accrued benefit obligations 3,198 (3,171) 2,791 (3,365) Surplus (deficiency) of plan assets over accrued benefit obligations Effect of asset ceiling limit Net deferred pension asset (liability) Consists of: Deferred pension asset Deferred pension liability Net deferred pension asset (liability) 27 (9) 18 21 (3) 18 (574) — (574) 16 (590) (574) 22 Below is a summary of our pension fund assets. Years ended December 31 Below is a summary of the accrued benefit obligations arising from funded obligations. (In millions of dollars) 2021 2020 Years ended December 31 Accrued benefit obligations, beginning of year Current service cost Interest cost Benefits paid Contributions by employees Remeasurements, recognized in other comprehensive income and equity Accrued benefit obligations, end of 3,365 156 89 (99) 32 2,900 146 91 (82) 34 (372) 276 year 3,171 3,365 Plan assets comprise mainly pooled funds that invest in common stocks and bonds that are traded in an active market. Below is a summary of the fair value of the total pension plan assets by major category. (In millions of dollars) Equity securities Debt securities Other – cash Total fair value of plan assets As at December 31 2021 1,879 1,302 17 3,198 2020 1,689 1,087 15 2,791 Below is a summary of our net pension expense. Net interest cost is included in finance costs; other pension expenses are included in the salaries and benefits expense Consolidated Statements of Income. in operating costs on (In millions of dollars) Plan assets, beginning of year Interest income Remeasurements, recognized in other comprehensive income and equity Contributions by employees Contributions by employer Benefits paid Administrative expenses paid from plan assets 2021 2,791 78 223 32 177 (99) (4) 2020 2,449 81 163 34 150 (82) (In millions of dollars) Plan cost: Current service cost Net interest cost Net pension expense Administrative expense Total pension cost recognized in net (4) income Years ended December 31 2021 2020 156 11 167 4 171 146 10 156 4 160 Plan assets, end of year 3,198 2,791 Net interest cost, a component of the plan cost above, is included in finance costs and is outlined as follows: (In millions of dollars) Interest income on plan assets Interest cost on plan obligation Net interest cost, recognized in finance costs Years ended December 31 2021 2020 (78) 89 11 (81) 91 10 134 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S The remeasurement recognized in the Consolidated Statements of Comprehensive Income is determined as follows: (In millions of dollars) 2021 2020 Years ended December 31 Plan assets consist primarily of pooled funds that invest in common stocks and bonds. The pooled funds have investments in our equity securities. As a result, approximately $12 million (2020 – $10 million) of plan assets are indirectly invested in our own securities under our defined benefit plans. We make contributions to the plans to secure the benefits of plan members and invest in permitted investments using the target ranges established by our Pension Committee, which reviews actuarial assumptions on an annual basis. Below is a summary of the actual contributions to the plans. 223 390 (18) (9) 163 (272) (4) – Return on plan assets (excluding interest income) Change in financial assumptions Effect of experience adjustments Change in asset ceiling Remeasurement gain (loss), recognized in other comprehensive income and equity 586 (113) (In millions of dollars) We also provide supplemental unfunded defined benefit pensions to certain executives. Below is a summary of our accrued benefit obligations, pension expense included in employee salaries and benefits, net interest cost, remeasurements, and benefits paid. Employer contribution Employee contribution Total contribution Years ended December 31 2021 2020 177 32 209 150 34 184 We estimate our 2022 employer contributions to our funded plans to be $134 million. The actual value will depend on the results of the 2022 actuarial funding valuations. The average duration of the defined benefit obligation as at December 31, 2021 is 17 years (2020 – 18 years). Plan assets recognized an actual net gain of $297 million in 2021 (2020 – $240 million net gain). We have recognized a cumulative loss in other comprehensive income and retained earnings of $157 million as at December 31, 2021 (2020 – $592 million) associated with post-retirement benefit plans. (In millions of dollars) 2021 2020 Years ended December 31 Accrued benefit obligation, beginning of year Pension expense, recognized in employee salaries and benefits expense Net interest cost, recognized in finance costs Remeasurements, recognized in other comprehensive income Benefits paid Accrued benefit obligation, end of year 92 12 3 (7) (4) 96 73 13 3 8 (5) 92 We also have defined contribution plans with total pension expense of $18 million in 2021 (2020 – $15 million), which is included in employee salaries and benefits expense. ALLOCATION OF PLAN ASSETS Equity securities: Domestic International Debt securities Other – cash Allocation of plan assets 2021 2020 Target asset allocation percentage 11.8% 47.0% 40.7% 0.5% 11.9% 8% to 18% 48.6% 37% to 67% 39.0% 25% to 45% 0% to 2% 0.5% Total 100.0% 100.0% 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 135 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 24: SHAREHOLDERS’ EQUITY CAPITAL STOCK Share class Preferred shares RCI Class A Voting Shares 112,474,388 Number of shares authorized for issue Features 400,000,000 • Without par value • Issuable in series, with rights and terms of each series to be fixed by the Board prior to the issue of any series • Without par value • Each share can be converted into one Class B Non-Voting share Voting rights •N one • Each share entitled to 50 votes RCI Class B Non-Voting Shares 1,400,000,000 • Without par value • None Class B Non-Voting Shares. Class A Shares and Class B Non-Voting Shares therefore participate equally in dividends above $0.05 per share. On January 26, 2022, the Board declared a quarterly dividend of $0.50 per Class A Voting Share and Class B Non-Voting Share, to be paid on April 1, 2022, to shareholders of record on March 10, 2022. NORMAL COURSE ISSUER BID In April 2020, the TSX accepted a notice of our intention to commence a normal course issuer bid (NCIB) program (2020 NCIB) that allows us to purchase, between April 24, 2020 and April 23, 2021, the lesser of 34.9 million Class B Non-Voting Shares and that number of Class B Non-Voting Shares that can be purchased for an aggregate purchase price of $500 million. Rogers security holders may obtain a copy of this notice, without charge, by contacting us. We did not purchase any Class B Non-Voting Shares under the years ended December 31, 2021 or 2020. the 2020 NCIB during RCI’s Articles of Continuance under the Business Corporations Act (British Columbia) impose restrictions on the transfer, voting, and issue of Class A Shares and Class B Non-Voting Shares to ensure we remain qualified to hold or obtain licences required to carry on certain of our business undertakings in Canada. We are authorized to refuse to register transfers of any of our shares to any person who is not a Canadian, as defined in RCI’s Articles of Continuance, in order to ensure that Rogers remains qualified to hold the licences referred to above. In relation to our issuances of subordinated notes in December 2021 and February 2022 (see note 21), the Board approved the creation of new Series I and Series II preferred shares, respectively. Series I has been authorized for up to 3.3 million preferred shares and Series II has been authorized for up to 1.4 million preferred shares. Both series have no voting rights, par values of $1,000 per share, and will be issued automatically upon the occurrence of certain events involving a bankruptcy or insolvency of RCI to holders of the respective subordinated notes. DIVIDENDS We declared and paid the following dividends on our outstanding Class A Shares and Class B Non-Voting Shares: Date declared Date paid January 27, 2021 April 20, 2021 July 20, 2021 October 20, 2021 April 1, 2021 July 2, 2021 October 1, 2021 January 4, 2022 January 21, 2020 April 21, 2020 July 21, 2020 October 21, 2020 April 1, 2020 July 2, 2020 October 1, 2020 January 4, 2021 Dividend per share (dollars) 0.50 0.50 0.50 0.50 2.00 0.50 0.50 0.50 0.50 2.00 The holders of Class A Shares are entitled to receive dividends at the rate of up to five cents per share but only after dividends at the rate of five cents per share have been paid or set aside on the 136 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S NOTE 25: STOCK-BASED COMPENSATION ACCOUNTING POLICY Stock option plans Cash-settled share appreciation rights (SARs) are attached to all stock options granted under our employee stock option plan. This feature allows the option holder to choose to receive a cash payment equal to the intrinsic value of the option (the amount by which the market price of the Class B Non-Voting Share exceeds the exercise price of the option on the exercise date) instead of exercising the option to acquire Class B Non-Voting Shares. We classify all outstanding stock options with cash settlement features as liabilities and carry them at their fair value, determined using the Black-Scholes option pricing model or a trinomial option pricing model, depending on the nature of the share-based award. We remeasure the fair value of the liability each period and amortize it to operating costs using graded vesting, either over the vesting period or to the date an employee is eligible to retire (whichever is shorter). Restricted share unit (RSU) and deferred share unit (DSU) plans We recognize outstanding RSUs and DSUs as liabilities, measuring the liabilities and compensation costs based on the awards’ fair values, which are based on the market price of the Class B Non-Voting Shares, and recognizing them as charges to operating costs over the vesting period of the awards. If an award’s fair value changes after it has been granted and before the exercise date, we recognize the resulting changes in the liability within operating costs in the year the change occurs. For RSUs, the payment amount is established as of the vesting date. For DSUs, the payment amount is established as of the exercise date. Employee share accumulation plan Employees voluntarily participate in the share accumulation plan by contributing a specified percentage of their regular earnings. We match employee contributions up to a certain amount and recognize our contributions as a compensation expense in the year we make them. Expenses relating to the employee share accumulation plan are included in operating costs. ESTIMATES Significant management estimates are used to determine the fair value of stock options, RSUs, and DSUs. The table below shows the weighted average fair value of stock options granted during 2021 and 2020 and the principal assumptions used in applying the Black-Scholes model for non-performance-based options, to determine their fair value at the grant date. Weighted average fair value Risk-free interest rate Dividend yield Volatility of Class B Non-Voting Shares Weighted average expected life Years ended December 31 2021 2020 $ 7.46 0.3% 3.4% 23.1% 5.1 years $ 5.86 1.7% 3.4% 16.1% 5.5 years No performance-based options were issued during the years ended December 31, 2021 and December 31, 2020. Volatility has been estimated based on the actual trading statistics of our Class B Non-Voting Shares. STOCK-BASED COMPENSATION EXPENSE Below is a summary of our stock-based compensation expense, which is included in employee salaries and benefits expense. (In millions of dollars) Stock options Restricted share units Deferred share units Equity derivative effect, net of interest receipt Total stock-based compensation expense Years ended December 31 2021 2020 3 57 6 (6) 60 (1) 49 (3) 15 60 As at December 31, 2021, we had a total liability recognized at its fair value of $199 million (2020 – $204 million) related to stock- based compensation, including stock options, RSUs, and DSUs. The current portion of this is $150 million (2020 – $165 million) and is included in accounts payable and accrued liabilities. The long­ term portion of this is $49 million (2020 – $39 million) and is included in other long-term liabilities (see note 22). The total intrinsic value of vested liabilities, which is the difference between the exercise price of the share-based awards and the trading price of the Class B Non-Voting Shares for all vested share- based awards, as at December 31, 2021 was $95 million (2020 – $103 million). We paid $76 million in 2021 (2020 – $60 million) to holders of stock options, RSUs, and DSUs upon exercise using the cash settlement feature, representing a weighted average share price on the date of exercise of $57.52 (2020 – $60.00). STOCK OPTIONS Options to purchase our Class B Non-Voting Shares on a one-for-one basis may be granted to our employees, directors, and officers by the Board or our Management Compensation Committee. There are 65 million options authorized under various plans; each option has a term of seven to ten years. The vesting period is generally graded vesting over four years; however, the Management Compensation Committee may adjust the vesting terms on the grant date. The exercise price is equal to the fair market value of the Class B Non-Voting Shares, determined as the five-day average before the grant date as quoted on the TSX. Performance options We granted no performance-based options to certain key executives in 2021 or 2020. These options vest on a graded basis over four years provided that certain targeted stock prices are met on or after each anniversary date. As at December 31, 2021, we had 1,068,776 performance options (2020 – 1,068,776) outstanding. 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 137 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Summary of stock options Below is a summary of the stock option plans, including performance options. (In number of units, except prices) Number of options exercise price Number of options Weighted average Weighted average exercise price Year ended December 31, 2021 Year ended December 31, 2020 Outstanding, beginning of year Granted Exercised Forfeited Outstanding, end of year Exercisable, end of year 4,726,634 1,848,655 (10,988) (70,300) 6,494,001 2,373,717 $62.10 $60.61 $58.45 $67.58 $61.62 $59.68 3,154,795 1,598,590 (17,230) (9,521) 4,726,634 1,470,383 $61.82 $62.56 $54.80 $58.45 $62.10 $56.75 Below is a summary of the range of exercise prices, the weighted average exercise price, and the weighted average remaining contractual life as at December 31, 2021. Range of exercise prices $42.85 – $44.99 $45.00 – $49.99 $55.00 – $59.99 $60.00 – $64.99 $65.00 – $73.00 Options outstanding Weighted average remaining contractual life (years) Options exercisable Weighted average exercise price Number exercisable Weighted average exercise price 2.82 2.00 7.65 7.98 6.55 7.06 $44.24 $48.87 $58.35 $62.48 $72.22 153,937 499,844 597,601 545,941 576,394 $61.62 2,373,717 $44.24 $48.87 $57.93 $62.66 $72.16 $59.68 Number outstanding 153,937 499,844 1,691,671 3,014,614 1,133,935 6,494,001 Unrecognized stock-based compensation expense as at December 31, 2021 related to stock-option plans was $11 million (2020 – $5 million) and will be recognized in net income over the next four years as the options vest. Summary of RSUs Below is a summary of the RSUs outstanding, including performance RSUs. RESTRICTED SHARE UNITS The RSU plan allows employees, directors, and officers to participate in the growth and development of Rogers. Under the terms of the plan, RSUs are issued to the participant and the units issued vest over a period of up to three years from the grant date. On the vesting date, we will redeem all of the participants’ RSUs in cash or by issuing one Class B Non-Voting Share for each RSU. We have reserved 4,000,000 Class B Non-Voting Shares for issue under this plan. Performance RSUs We granted 295,958 performance-based RSUs to certain key executives in 2021 (2020 – 219,493). The number of units that vest and will be paid three years from the grant date will be within 30% initial number granted based upon the to 170% of the achievement of certain annual and cumulative three-year non-market targets. (In number of units) 2021 2020 Years ended December 31 Outstanding, beginning of year Granted and reinvested dividends Exercised Forfeited 2,573,894 2,472,774 1,341,801 1,026,067 (803,266) (1,041,890) (121,681) (182,517) Outstanding, end of year 2,691,288 2,573,894 Unrecognized stock-based compensation expense as at December 31, 2021 related to these RSUs was $64 million (2020 – $50 million) and will be recognized in net income over the next three years as the RSUs vest. DEFERRED SHARE UNITS The DSU plan allows directors, certain key executives, and other types of senior management compensation in DSUs. Under the terms of the plan, DSUs are issued to the participant and the units issued cliff vest over a period of up to three years from the grant date. receive certain to elect to Performance DSUs We granted 7,517 performance-based DSUs to certain key executives in 2021 (2020 – 10,513). The number of units that vest 138 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S and may be redeemed by the holder three years from the grant date will be within 50% to 150% of the initial number granted based upon the achievement of certain annual and cumulative three-year non-market targets. Summary of DSUs Below performance DSUs. is a summary of the DSUs outstanding, including (In number of units) Outstanding, beginning of year Granted and reinvested dividends Exercised Forfeited Years ended December 31 2021 2020 1,619,941 1,741,884 80,252 (192,718) (9,477) 78,939 (277,439) (99) Outstanding, end of year 1,421,342 1,619,941 stock-based compensation expense as at Unrecognized December 31, 2021 related to these DSUs was nil (2020 – nil) and will be recognized in net income over the next three years as the executive DSUs vest. All other DSUs are fully vested. NOTE 26: RELATED PARTY TRANSACTIONS CONTROLLING SHAREHOLDER Voting control of Rogers Communications Inc. is held by the Rogers Control Trust (the Trust) for the benefit of successive generations of the Rogers family and, as a result, the Trust is able to elect all members of the Board and to control the vote on most matters submitted to shareholders, whether through a shareholder meeting or a written consent resolution. The beneficiaries of the Trust are a small group of individuals who are members of the Rogers family, several of whom are also directors of the Board. The trustee is the trust company subsidiary of a Canadian chartered bank. We entered into certain transactions with private Rogers family holding companies controlled by the Trust. These transactions were recognized at the amount agreed to by the related parties and are subject to the terms and conditions of formal agreements approved by the Audit and Risk Committee. The totals received or paid were less than $1 million for each of 2021 and 2020. EMPLOYEE SHARE ACCUMULATION PLAN Participation in the plan is voluntary. Employees can contribute up to 15% of their regular earnings through payroll deductions (up to an annual maximum contribution of $25 thousand). The plan administrator purchases Class B Non-Voting Shares on a monthly basis on the open market on behalf of the employee. At the end of each month, we make a contribution of 25% to 50% of the employee’s contribution that month and the plan administrator uses this amount to purchase additional shares on behalf of the recognize our contributions made as a employee. We compensation expense. Compensation expense related accumulation plan was $52 million in 2021 (2020 – $51 million). the employee to share EQUITY DERIVATIVES We have entered into equity derivatives to hedge a portion of our stock-based compensation expense (see note 17) and recognized a $6 million recovery (2020 – $15 million expense) in stock-based compensation expense for these derivatives. Compensation Compensation expense for key management personnel included in “employee salaries, benefits, and stock-based compensation” and “restructuring, acquisition and other” was as follows: (In millions of dollars) 2021 2020 Years ended December 31 Salaries and other short-term employee benefits Post-employment benefits Stock-based compensation 1 Total compensation 19 4 21 44 11 2 19 32 1 Stock-based compensation does not include the effect of changes in fair value of Class B Non-Voting Shares or equity derivatives. TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL Key management personnel include the directors and our most senior corporate officers, who are primarily responsible for planning, directing, and controlling our business activities. Transactions We have entered into business transactions with Transcontinental Inc., a company that provides us with printing and prepress services. is chair of the board of Transcontinental Inc. and was a Director of RCI until June 2021. Isabelle Marcoux, C.M., 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 139 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS We recognize these transactions at the amount agreed to by the related parties, which are also reviewed by the Audit and Risk Committee. The amounts owing for these services were unsecured, interest-free, and due for payment in cash within one month of the date of the transaction. Below is a summary of related party activity for the business transactions described above. (In millions of dollars) Years ended December 31 Outstanding balance as at December 31 2021 2020 2021 2020 Printing and prepress services 3 4 n/a 1 We have also entered into business transactions with companies controlled by our Directors Michael J. Cooper and John C. Kerr, which, as a result of the Board reconstitution in October 2021, are now related parties. These companies include Dream Unlimited Corp. and Vancouver Professional Baseball LLP, respectively. Dream Unlimited Corp. is a real estate company that rents spaces in office and residential buildings. Vancouver Professional Baseball LLP controls the Vancouver Canadians, the Toronto Blue Jays’ High-A affiliate minor league team. Total amounts paid to these related parties during the period from October 2021 to December 2021 were nominal. We have 100% ownership interest in these subsidiaries. They are incorporated in Canada and have the same reporting period for annual financial statements reporting. When necessary, adjustments are made to conform the accounting policies of the subsidiaries to those of RCI. There are no significant restrictions on the ability of subsidiaries, joint arrangements, and associates to transfer funds to Rogers as cash dividends or to repay loans or advances, subject to the approval of other shareholders where applicable. We carried out the following business transactions with our associates and joint arrangements, being primarily MLSE (broadcasting rights) and Glentel (Wireless distribution support). Transactions between us and our subsidiaries have been eliminated on consolidation and are not disclosed in this note. (In millions of dollars) Revenue Purchases Years ended December 31 2021 31 180 2020 26 121 Outstanding balances at year-end are unsecured, interest-free, and settled in cash. SUBSIDIARIES, ASSOCIATES, AND JOINT ARRANGEMENTS We have the following material operating subsidiaries as at December 31, 2021 and 2020: • Rogers Communications Canada Inc.; and • Rogers Media Inc. (In millions of dollars) Accounts receivable Accounts payable and accrued liabilities As at December 31 2021 112 95 2020 92 59 NOTE 27: GUARANTEES We had the following guarantees as at December 31, 2021 and 2020 as part of our normal course of business: BUSINESS SALE AND BUSINESS COMBINATION AGREEMENTS As part of transactions involving business dispositions, sales of assets, or other business combinations, we may be required to pay counterparties for costs and losses incurred as a result of breaches of representations and warranties, intellectual property right infringement, loss or damages to property, environmental liabilities, changes in laws and regulations (including tax legislation), litigation against the counterparties, contingent liabilities of a disposed business, or reassessments of previous tax filings of the corporation that carries on the business. SALES OF SERVICES As part of transactions involving sales of services, we may be required to make payments to counterparties as a result of breaches of representations and warranties, changes in laws and regulations (including tax legislation), or litigation against the counterparties. PURCHASES AND DEVELOPMENT OF ASSETS As part of transactions involving purchases and development of assets, we may be required to pay counterparties for costs and losses incurred as a result of breaches of representations and warranties, loss or damages to property, changes in laws and regulations (including tax legislation), or litigation against the counterparties. INDEMNIFICATIONS We indemnify our directors, officers, and employees against claims reasonably incurred and resulting from the performance of their services to Rogers. We have liability insurance for our directors and officers and those of our subsidiaries. No amount has been accrued in the Consolidated Statements of Financial Position relating to these types of indemnifications or guarantees as at December 31, 2021 or 2020. Historically, we have not made any significant payments under these indemnifications or guarantees. 140 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S NOTE 28: COMMITMENTS AND CONTINGENT LIABILITIES ACCOUNTING POLICY Contingent liabilities are liabilities of uncertain timing or amount and are not recognized until we have a present obligation as a result of a past event, it is probable that we will experience an outflow of resources embodying economic benefits to settle the obligation, and a reliable estimate can be made of the amount of the obligation. We disclose our contingent liabilities unless the possibility of an outflow of resources in settlement is remote. JUDGMENTS We are exposed to possible losses related to various claims and lawsuits against us for which the outcome is not yet known. We the therefore make significant probability of loss when we assess contingent liabilities. in determining judgments SUMMARY OF COMMITMENTS Below is a summary of the future minimum payments for our contractual commitments that are not recognized as liabilities as at December 31, 2021. (In millions of dollars) Player contracts 1 Purchase obligations 2 Program rights 3 Total commitments Less than 1 Year 129 327 659 1,115 1-3 Years 4-5 Years After 5 Years 204 192 1,151 1,547 222 85 824 1,131 – 19 1 20 Total 555 623 2,635 3,813 1 Toronto Blue Jays players’ salary contracts into which we have entered and are contractually obligated to pay. 2 Contractual obligations under service, product, and wireless device contracts to which we have committed. 3 Agreements into which we have entered to acquire broadcasting rights for sports broadcasting programs and films for periods in excess of one year at contract inception. Below is a summary of our other contractual commitments that are not included in the table above. (In millions of dollars) Acquisition of property, plant and equipment Acquisition of intangible assets Our share of commitments related to associates and joint ventures Total other commitments As at December 31 2021 209 21 387 617 CONTINGENT LIABILITIES We have the following contingent liabilities as at December 31, 2021: Wholesale Internet costing and pricing On August 15, 2019, in Telecom Order CRTC 2019-288, Follow-up to Telecom Orders 2016-396 and 2016-448 – Final rates for aggregated wholesale high-speed access services (Order), the Canadian Radio-television and Telecommunications Commission (CRTC) set final rates for facilities-based carriers’ wholesale high- speed access services, including Rogers’ third-party Internet access service. The Order set final rates for Rogers that are significantly lower than the interim rates that were previously billed and it further determined that these final rates will apply retroactively to March 31, 2016. We did not believe the final rates set by the CRTC were just and reasonable as required by the Telecommunications Act as we believed they were below cost. On May 27, 2021, the CRTC released Telecom Decision CRTC 2021-181 Requests to review and vary Telecom Order 2019-288 regarding final rates for aggregated wholesale high-speed access services. The CRTC decided to adopt the interim rates in effect prior to the Order as the final rates, with certain modifications, including the removal of the supplementary markup of 10% for incumbent local exchange carriers. The final rates are lower than the rates we previously billed to the resellers for the period of March 31, 2016 to October 6, 2016. We have recognized a refund of amounts previously billed to the resellers of approximately $25 million, representing the impact on a retroactive basis for that period. On May 28, 2021 a wholesale Internet Service Provider (ISP) petitioned the Governor in Council to, among other things, restore the 2019 Order and make the rates established in that order final. In addition, on June 28, 2021, the same wholesale ISP filed a motion seeking leave to appeal the 2021 Decision to the Federal Court of Appeal, which was granted on September 15, 2021. We, along with several other cable companies, have intervened in these matters. Videotron Ltd. On October 29, 2021, Videotron Ltd. launched a lawsuit against Rogers in the Quebec Superior Court, in connection with the agreement entered into by the parties in 2013 for the development and operation of a joint LTE network in the province of Quebec. The lawsuit involves allegations by Videotron Ltd. that Rogers has breached its contractual obligations by developing its own network in the territory. Videotron is seeking compensatory damages in the amount of $850 million. We intend to vigorously defend this lawsuit. We have not recognized a liability for this contingency. System access fee – Saskatchewan In 2004, a class action was commenced against providers of wireless communications the Class Actions Act (Saskatchewan). The class action relates to the system access fee wireless carriers charge to some of their customers. The plaintiffs are seeking unspecified damages and punitive damages, which would effectively be a reimbursement of all system access fees collected. in Canada under 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 141 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In 2007, the Saskatchewan Court granted the plaintiffs’ application to have the proceeding certified as a national, “opt-in” class action where affected customers outside Saskatchewan must take specific steps to participate in the proceeding. In 2008, our motion to stay the proceeding based on the arbitration clause in our wireless service agreements was granted. The Saskatchewan Court directed that its order, in respect of the certification of the action, would exclude customers who are bound by an arbitration clause from the class of plaintiffs. In 2009, counsel for the plaintiffs began a second proceeding under the Class Actions Act (Saskatchewan) asserting the same claims as the original proceeding. If successful, this second class action would be an “opt-out” class proceeding. This second proceeding was ordered conditionally stayed on the basis that it was an abuse of process. At the time the Saskatchewan class action was commenced, corresponding claims were filed in multiple jurisdictions across Canada. The claims in all provinces other than Saskatchewan have now been dismissed or discontinued. We have not recognized a liability for this contingency. 911 fee In June 2008, a class action was launched in Saskatchewan against providers of wireless communications services in Canada. It involves allegations of breach of contract, misrepresentation, and false advertising, among other things, in relation to the 911 fee that had been charged by us and the other wireless telecommunication in Canada. The plaintiffs are seeking unspecified providers damages and restitution. The plaintiffs intend to seek an order in certifying Saskatchewan. We have not recognized a for this contingency. the proceeding as a national class action liability Income taxes We provide for income taxes based on all of the information that is currently available and believe that we have adequately provided for these items. The calculation of applicable taxes in many cases, however, requires significant judgment (see note 13) in interpreting tax rules and regulations. Our tax filings are subject to audits, which could materially change the amount of current and deferred income tax assets and liabilities and provisions, and could, in certain circumstances, result in the assessment of interest and penalties. Other claims There are certain other claims and potential claims against us. We do not expect any of these, individually or in the aggregate, to have a material adverse effect on our financial results. Outcome of proceedings The outcome of all the proceedings and claims against us, including the matters described above, is subject to future resolution that includes the uncertainties of litigation. It is not possible for us to predict the result or magnitude of the claims due to the various factors and uncertainties involved in the legal process. Based on information currently known to us, we believe it is not probable that the ultimate resolution of any of these proceedings and claims, individually or in total, will have a material adverse effect on our business, financial results, or financial condition. If circumstances change and it becomes probable that we will be held liable for claims against us and such claim is estimable, we will recognize a provision during the period in which the change in probability occurs, which could be material to our Consolidated Statements of Income or Consolidated Statements of Financial Position. NOTE 29: SUPPLEMENTAL CASH FLOW INFORMATION CHANGE IN NET OPERATING ASSETS AND LIABILITIES (In millions of dollars) 2021 2020 Years ended December 31 Accounts receivable, excluding financing receivables Financing receivables Contract assets Inventories Other current assets Accounts payable and accrued liabilities Contract and other liabilities Total change in net operating assets and (78) (840) 417 (56) 13 556 25 455 (1,658) 1,170 (19) (132) (326) 177 liabilities 37 (333) 142 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT NOTE 30: SHAW TRANSACTION On March 15, 2021, we announced an agreement with Shaw to acquire all of Shaw’s issued and outstanding Class A Participating Shares and Class B Non-Voting Participating Shares (collectively, Shaw Shares) for a price of $40.50 per share. The Shaw Family Living Trust, the controlling shareholder of Shaw, and certain members of the Shaw family and certain related persons (Shaw Family Shareholders) will receive (i) $16.20 in cash and (ii) 0.417206775 Class B Non-Voting Shares of Rogers per Shaw Share held by the Shaw Family Shareholders. The Transaction is valued at approximately $26 billion, the assumption of approximately $6 billion of Shaw debt. including In connection with the Transaction, we entered into a binding commitment letter for a committed credit facility with a syndicate of banks in an original amount up to $19 billion (see note 19). During the year ended December 31, 2021, we entered into the $6 billion Shaw term loan facility (see note 21), which served to reduce the amount available under the committed credit facility to $13 billion. We also expect that RCI will either assume Shaw’s senior notes or provide a guarantee of Shaw’s payment obligations under those senior notes upon closing the Transaction and, in either case, RCCI will guarantee Shaw’s payment obligations under those senior notes. The Transaction will be implemented through a court-approved plan of arrangement under the Business Corporations Act (Alberta). On May 20, 2021, Shaw shareholders voted to approve the Transaction at a special shareholders meeting. The Court of Queen’s Bench of Alberta issued a final order approving the Transaction on May 25, 2021. The Transaction is subject to other customary closing conditions, including receipt of applicable approvals and expiry of certain waiting periods under the Broadcasting Act (Canada), the Competition Act (Canada), and the Radiocommunication Act (Canada) (collectively, Key Regulatory Approvals). Subject to receipt of all required approvals and satisfaction of other conditions prior to closing, the Transaction is expected to close in the first half of 2022. Rogers has extended the outside date for closing the Transaction from March 15, 2022 to June 13, 2022 in accordance with the terms of the arrangement agreement. Under certain circumstances, if the Key Regulatory Approvals are not obtained, or any law or order relating to the Key Regulatory Approvals or the Competition Act is in effect that would make the consummation of the Transaction illegal, and the failure to obtain the Key Regulatory Approvals is not caused by, and is not a result of, the failure by Shaw to perform in all material respects any of its covenants or agreements under the arrangement agreement, we would be obligated to pay a $1.2 billion reverse termination fee to Shaw. We would also be responsible to reimburse Shaw for certain costs relating to the May 2021 exercise of our right to require Shaw to redeem its issued and outstanding preferred shares. N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 143 Glossary of selected industry terms and helpful links 3G (Third Generation Wireless): The third generation of mobile phone standards and technology. A key goal of 3G standards was to enable mobile broadband data speeds above 384 Kbps. 3G networks enable network operators to offer users a wider range of more advanced services while achieving greater network capacity through improved spectral efficiency. Advanced services include video and multimedia messaging and broadband wireless data, all in a mobile environment. 3.5G (Enhanced Third Generation Wireless): Evolutionary upgrades to 3G services that provide significantly enhanced broadband wireless data performance to enable multi-megabit data speeds. The key 3.5G technologies in North America are HSPA and CDMA EV-DO. 4G (Fourth Generation Wireless): A technology that offers increased voice, video, and multimedia capabilities, a higher network capacity, improved spectral efficiency, and high-speed data rates over current 3G benchmarks. Also referred to as LTE. 4.5G (Enhanced Fourth Generation Wireless): Evolutionary upgrades to 4G services that enables two to three times the download speeds of 4G technology. 4.5G technology has been designed to support virtual and augmented reality, 4K streaming, and other emerging services. 5G (Fifth Generation Wireless): The proposed next generation of wireless telecommunications standards. We expect 5G technology to result in significantly reduced latency compared to LTE, improvements in signalling efficiency and coverage, and the ability to connect to more devices at once than ever before. 4K—Ultra-High Definition Video: Denotes a specific television display resolution of 4096x2160 pixels. 1920x1080 resolution full-HD televisions present an image of around 2 megapixels, while the 4K generation of screens displays an 8 megapixel image. ABPU (Average Billings per User): This business performance measure, expressed as a dollar rate per month, is predominantly used in the wireless industry to describe the average amount billed to customers per month. ABPU is an indicator of a business’ operating performance. ARPA (Average Revenue per Account): This business performance measure, expressed as a dollar rate per month, is predominantly used in wireless and cable industries to describe the revenue generated per customer account per month. ARPA is an indicator of a wireless and cable business’ operating performance. ARPU (Average Revenue per User): This business performance measure, expressed as a dollar rate per month, is predominantly used in the wireless and cable industries to describe the revenue generated per customer per month. ARPU is an indicator of a wireless or cable business’ operating performance. AWS (Advanced Wireless Services): The wireless telecommunications spectrum band that is used for wireless voice, data, messaging services, and multimedia. Bandwidth: Bandwidth can have two different meanings: (1) a band or block of radio frequencies measured in cycles per second, or Hertz; or (2) an amount or unit of capacity in a telecommunications transmission network. In general, bandwidth is the available space to carry a signal. The greater the bandwidth, the greater the information-carrying capacity. BDU (Broadcast Distribution Undertaking): An undertaking for the reception of broadcasting and the retransmission thereof by radio waves or other means of telecommunication to more than one permanent or temporary residence or dwelling unit or to another such undertaking. bps (Bits per Second): A measurement of data transmission speed used for measuring the amount of data that is transferred in a second between two telecommunications points or within network devices. Kbps (kilobits per second) is thousands of bps; Mbps (megabits per second) is millions of bps; Gbps (gigabits per second) is billions of bps; and Tbps (terabits per second) is trillions of bps. Broadband: Communications service that allows for the high-speed transmission of voice, data, and video simultaneously at rates of 1.544 Mbps and above. Bundling: Refers to the coupling of independent products or services offered into one retail package. BYOD (Bring Your Own Device): Refers to the action that customers are able to sign up for wireless services on a personally purchased device, as opposed to the traditional means of acquiring one through a term contract. Cable Telephony (Phone): The transmission of real- time voice communications over a cable network. Churn: This business performance measure is used to describe the disconnect rate of customers to a telecommunications service. It is a measure of customer turnover and is often at least partially reflective of service quality and competitive intensity. It is usually expressed as a percentage and calculated as the number of subscriber units disconnecting in a period divided by the average number of units on the network in the same period. CLEC (Competitive Local Exchange Carrier): A telecommunications provider company that competes with other, already established carriers, generally the ILEC. Cloud Computing: The ability to run a program or application on many connected computers simultaneously as the software, data, and services reside in data centres. CPE (Customer Premise Equipment): Telecommunications hardware, such as a modem or set-top box, that is located at the home or business of a customer. CRTC (Canadian Radio-television and Telecommunications Commission): The federal regulator for radio and television broadcasters and cable TV and telecommunications companies in Canada. Customer Relationships: This Cable metric refers dwelling units where at least one of our Cable services is installed and operating and the service(s) are billed accordingly. When there is more than one unit in one dwelling, such as an apartment building, each tenant with at least one of our Cable services is counted as an individual customer relationship, whether the service is invoiced separately or included in the tenant’s rent. Institutional units, like hospitals or hotels, are each considered one customer relationship. Data Centre: A facility used to house computer systems and associated components, such as telecommunications and storage systems. It generally includes redundant or backup power supplies, redundant data communications connections, environmental controls (e.g., air conditioning, fire suppression), and security controls. DOCSIS (Data Over Cable Service Interface Specification): A non-proprietary industry standard developed by CableLabs that allows for equipment interoperability from the headend to the CPE. The latest version (DOCSIS 3.1) enables bonding of multiple channels to allow for download speeds up to 10 Gbps and upload speeds up to 2 Gbps, depending upon how many channels are bonded together. DSL (Digital Subscriber Line): A family of broadband technologies that offers always-on, high-bandwidth (usually asymmetrical) transmission over an existing twisted-pair copper telephone line. DSL shares the same phone line as the telephone service but uses a different part of the phone line’s bandwidth. Edge Computing: The process of obtaining, processing, and analyzing data close to the source of its creation, Edge computing eliminates the need for data to travel through a distant server, reducing latency and bandwidth usage. Fibre Optics: A method for the transmission of information (voice, video, or data) in which light is modulated and transmitted over hair-thin filaments of glass called fibre optic cables. The bandwidth capacity of fibre optic cable is much greater than that of copper wire and light can travel relatively long distances through glass without the need for amplification. FTTH (Fibre-to-the-Home)/FTTP (Fibre-to-the- Premise): Represents fibre optic cable that reaches the boundary of the home or premise, such as a box on the outside wall of a home or business. GSM (Global System for Mobile Communications): A TDMA-based technology and a member of the “second generation” (2G) family of mobile protocols that is deployed widely around the world, especially at the 850, 900, 1800, and 1900 MHz frequency bands. Hardware Upgrade (HUP): The act of an existing wireless customer upgrading to a new wireless device. HDR (High Dynamic Range): An imaging technique used to reproduce a greater dynamic range of luminosity than is possible with standard digital imaging or photographic techniques. Hertz: A unit of frequency defined as one cycle per second. It is commonly used to describe the speeds at which electronics are driven in the radio industry. MHz (megahertz) is millions of hertz; GHz (gigahertz) is billions of hertz; and THz (terahertz) is trillions of hertz. Homes Passed: Total number of homes that have the potential for being connected to a cable system in a defined geographic area. Hosting (Web Hosting): The business of housing, serving, and maintaining files for one or more websites or e-mail accounts. Using a hosting service allows many companies to share the cost of a high- speed Internet connection for serving files, as well as other Internet infrastructure and management costs. Hotspot: A Wi-Fi access point in a public place, such as a café, train station, airport, commercial office property, or conference centre. 144 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT HSPA (High-Speed Packet Access): HSPA is an IP-based packet-data enhancement technology that provides high-speed broadband packet data services over 3G networks. HSPA+ provides high-speed broadband packet data services at even faster speeds than HSPA over 4G networks. Hybrid Fibre-Coaxial Network Architecture (HFC): A technology in which fibre optic cable and coaxial cable are used in different portions of a network to carry broadband content (such as video, voice, and data) from a distribution facility to a subscriber premise. ILEC (Incumbent Local Exchange Carrier): The dominant telecommunications company providing local telephone service in a given geographic area when competition began. Typically, an ILEC is the traditional phone company and the original local exchange carrier in a given market. IoT (Internet of Things): The concept of connecting everyday objects and devices (e.g., appliances and cellular phones) to the Internet and each other. This allows them to sense their environment and communicate between themselves, allowing for the seamless flow of data. IP (Internet Protocol): The packet-based computer network protocol that all machines on the Internet must know so they can communicate with one another. IP is a set of data switching and routing rules that specify how information is cut up into packets and how they are addressed for delivery between computers. IPTV (Internet Protocol Television): A system where a digital television signal is delivered using IP. Unlike broadcasting, viewers receive only the stream of content they have requested (by surfing channels or ordering video on demand). ISED Canada (Innovation, Science and Economic Development Canada): The Canadian federal government department responsible for, amongst other things, the regulation, management, and allocation of radio spectrum and establishing technical requirements for various wireless systems. ISP (Internet Service Provider): A provider of Internet access service to consumers and/or businesses. LAN (Local Area Network): A network created via linked computers within a small area, such as a single site or building. LTE (Long-Term Evolution): A fourth generation cellular wireless technology (also known as 4G) that has evolved and enhanced the UMTS/HSPA+ mobile phone standards. LTE improves spectral efficiency, lowers costs, improves services, and, most importantly, allows for higher data rates. LTE technology is designed to deliver speeds up to 300 Mbps. LTE Advanced (LTE-A): A mobile communication standard that represents a major enhancement of the LTE standard. With a peak data rate of 1 Gbps, LTE Advanced also offers faster switching between power states and improved performance at the cell edge. Machine-to-Machine (M2M): The wireless inter­ connection of physical devices or objects that are seamlessly integrated into an information network to become active participants in business processes. Services are available to interact with these ‘smart objects’ over the Internet, query, change their state, and capture any information associated with them. MVNO (Mobile Virtual Network Operator): A wireless communications service provider that does not own the wireless network infrastructure through which it provides services to its customers. Off-net: Customer location(s) where network infrastructure is not readily available, necessitating the use of a third-party leased access for connectivity to the premises. On-net: Customer location(s) where network infrastructure is in place to provide connectivity to the premises without further builds or third-party leases. An on-net customer can be readily provisioned. OTT (Over-the-Top): Audio, visual, or alternative media distributed via the Internet or other non-traditional media. Penetration: The degree to which a product or service has been sold into, or adopted by, the base of potential customers or subscribers in a given geographic area. This value is typically expressed as a percentage. Postpaid: A conventional method of payment for wireless service where a subscriber pays a fixed monthly fee for a significant portion of services. Usage (e.g. long distance) and overages are billed in arrears, subsequent to consuming the services. The fees are often arranged on a term contract basis. Prepaid: A method of payment for wireless service that requires a subscriber to prepay for a set amount of airtime or data usage in advance of actual usage. Generally, a subscriber’s prepaid account is debited at the time of usage so that actual usage cannot exceed the prepaid amount until an additional prepayment is made. PVR (Personal Video Recorder): A consumer electronics device or application software that records video in a digital format. The term includes set-top boxes with direct-to-disk recording capabilities, which enables video capture and playback to and from a hard disk. Set-Top Box: A standalone device that receives and decodes programming so that it may be displayed on a television. Set-top boxes may be used to receive broadcast, cable, and satellite programming. Spectrum: A term generally applied to electromagnetic radio frequencies used in the transmission of sound, data, and video. Various portions of spectrum are designated for use in cellular service, television, FM radio, and satellite transmissions. Subscription Video-on-Demand (SVOD): Refers to a service that offers, for a monthly charge, access to specific programming with unlimited viewing on an on-demand basis. TPIA (Third-Party Internet Access): Wholesale high- speed access services of large cable carriers that enable independent service providers to offer retail Internet services to their own end-users. Video-on-Demand (VOD): A cable service that allows a customer to select and view movies and shows at any time from a library of thousands of titles. VoIP (Voice over IP): The technology used to transmit real-time voice conversations in data packets over a data network using IP. Such data networks include telephone company networks, cable TV networks, wireless networks, corporate intranets, and the Internet. VoLTE (Voice over LTE): A platform to provide voice services to wireless customers over LTE wireless networks. The LTE standard only supports packet switching, as it is all IP-based technology. Voice calls in GSM are circuit switched, so with the adoption of LTE, carriers are required to re-engineer their voice call network, while providing continuity for traditional circuit-switched networks on 2G and 3G networks. at lower speeds. Wi-Fi allows any user with a Wi-Fi-enabled device to connect to a wireless access point. Helpful links Canadian Radio-Television and Telecommunications Commission (CRTC) The CRTC is an independent public organization that regulates and supervises the Canadian broadcasting and telecommunications systems. It reports to Parliament through the Minister of Canadian Heritage. www.crtc.gc.ca Innovation, Science and Economic Development Canada (ISED Canada) ISED Canada is a ministry of the federal government whose mission is to foster a growing, competitive, knowledge-based Canadian economy. It also works with Canadians throughout the economy and in all parts of the country to improve conditions for investment, improve Canada’s innovation performance, increase Canada’s share of global trade, and build an efficient and competitive marketplace. www.ic.gc.ca Federal Communications Commission (FCC) The FCC is an independent United States government agency. The FCC was established by the Communications Act of 1934 and is charged with regulating interstate and international communications by radio, television, wire, satellite, and cable. The FCC’s jurisdiction covers the 50 states, the District of Columbia, and U.S. territories. www.fcc.gov Canadian Wireless Telecommunications Association (CWTA) The CWTA is the industry trade organization and authority on wireless issues, developments, and trends in Canada. It represents wireless service providers as well as companies that develop and produce products and services for the industry, including handset and equipment manufacturers, content and application creators, and business-to-business service providers. www.cwta.ca The Wireless Association (CTIA) The CTIA is an international non-profit membership organization, founded in 1984, representing wireless carriers and their suppliers, as well as providers and manufacturers of wireless data services and products. The CTIA advocates on their behalf before all levels of government. www.ctia.org GSM Association (GSMA) The GSMA is a global trade association representing nearly 800 operators with more than 300 companies in the broader mobile ecosystem, including handset and device makers, software companies, equipment providers, and Internet companies, as well as organizations in adjacent industry sectors. In addition, more than 180 manufacturers and suppliers support the Association’s initiatives as associate members. The GSMA works on projects and initiatives that address the collective interests of the mobile industry, and of mobile operators in particular. www.gsma.com Commission for Complaints for Telecom-television Services (CCTS) An independent organization dedicated to working with consumers and service providers to resolve complaints about telephone, television, and Internet services. Its structure and mandate were approved by the CRTC. www.ccts-cprst.ca Near-net: Customer location(s) adjacent to network infrastructure allowing connectivity to the premises to be extended with relative ease. Wi-Fi: The commercial name for a networking technology standard for wireless LANs that essentially provide the same connectivity as wired networks, but For a more comprehensive glossary of industry and technology terms, go to rogers.com/glossary 2021 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 145 Corporate and shareholder information CORPORATE OFFICES Rogers Communications Inc. 333 Bloor Street East, Toronto, ON M4W 1G9 416.935.7777 CUSTOMER SERVICE AND PRODUCT INFORMATION 888.764.3771 or rogers.com SHAREHOLDER SERVICES If you are a registered shareholder and have inquiries regarding your account, wish to change your name or address, or have questions about lost stock certificates, share transfers, estate settlements or dividends, please contact our transfer agent and registrar: TSX Trust Company P.O. Box 700, Postal Station B Montreal, QC H3B 3K3, Canada 416.682.3860 or 800.387.0825 shareholderinquiries@tmx.com Duplicate Mailings If you receive duplicate shareholder mailings from Rogers Communications, please contact TSX Trust Company as detailed above to consolidate your accounts. INVESTOR RELATIONS Institutional investors, securities analysts and others requiring additional financial information can visit investors.rogers.com or contact us at: 647.435.6470 or 416.935.7777 (outside North America) or investor.relations@rci.rogers.com CORPORATE PHILANTHROPY For information relating to Rogers’ various philanthropic endeavours, refer to the “About Rogers” section of rogers.com SUSTAINABILITY Rogers is committed to continuing to grow responsibly and we focus our social and environmental sustainability efforts where we can make the most meaningful impacts on both. To learn more, please visit about.rogers.com/our-impact STOCK EXCHANGE LISTINGS Toronto Stock Exchange (TSX): RCI.A – Class A Voting shares (CUSIP # 775109101) RCI.B – Class B Non-Voting shares (CUSIP # 775109200) New York Stock Exchange (NYSE): RCI – Class B Non-Voting shares (CUSIP # 775109200) DEBT SECURITIES For details of the public debt securities of the Rogers companies, please refer to the “Debt Securities” section under investors.rogers.com INDEPENDENT AUDITORS KPMG LLP ONLINE INFORMATION Rogers is committed to open and full financial disclosure and best practices in corporate governance. We invite you to visit investors.rogers.com where you will find additional information about our business, including events and presentations, news releases, regulatory filings, governance practices, corporate social responsibility and our continuous disclosure materials, including quarterly financial releases, annual information forms, and management information circulars. You may also subscribe to our news by email or RSS feeds to automatically receive Rogers news releases electronically. DIRECT DEPOSIT SERVICE Shareholders may have dividends deposited directly into accounts held at financial institutions. To arrange direct deposit service, please contact TSX Trust Company as detailed earlier on this page. COMMON STOCK TRADING AND DIVIDEND INFORMATION 2021 Price RCI.B on TSX Dividends Declared per Share Low Close High First Quarter $65.72 $54.69 $57.95 Second Quarter $66.08 $57.90 $65.90 $67.59 $58.58 $59.15 Third Quarter Fourth Quarter $62.38 $56.00 $60.23 $0.50 $0.50 $0.50 $0.50 Shares Outstanding at December 31, 2021 Class A Voting Class B Non-Voting 111,153,411 393,771,907 2022 Expected Dividend Dates Record Date*: Payment Date*: March 10, 2022 June 10, 2022 September 9, 2022 December 9, 2022 * Subject to Board approval April 1, 2022 July 4, 2022 October 3, 2022 January 3, 2023 Unless indicated otherwise, all dividends paid by Rogers Communications are designated as “eligible” dividends for the purposes of the Income Tax Act (Canada) and any similar provincial legislation. DIVIDEND REINVESTMENT PLAN (DRIP) Rogers offers a convenient dividend reinvestment program for eligible shareholders to purchase additional Rogers Communications shares by reinvesting their cash dividends without incurring brokerage fees or administration fees. For plan information and enrolment materials or to learn more about Rogers’ DRIP, please visit https://tsxtrust.com/ a/investor-hub or contact TSX Trust Company as detailed earlier on this page. ELECTRONIC DELIVERY OF SHAREHOLDER MATERIALS Registered shareholders can receive electronic notice of financial reports and proxy materials by registering at https://tsxtrust.com/edelivery. This approach gets information to shareholders faster than conventional mail and helps Rogers protect the environment and reduce printing and postage costs. CAUTION REGARDING FORWARD-LOOKING INFORMATION AND OTHER RISKS This annual report includes forward-looking statements about the financial condition and prospects of Rogers Communications that involve significant risks and uncertainties that are detailed in the “Risks and Uncertainties Affecting our Business” and “About Forward-Looking Information” sections of the MD&A contained herein, which should be read in conjunction with all sections of this annual report. Facebook facebook.com/rogers Twitter @rogers LinkedIn linkedin.com/company/ rogers-communications © 2022 Rogers Communications Inc. Other registered trademarks that appear are the property of the respective owners. 146 | ROGERS COMMUNICATIONS INC. 2021 ANNUAL REPORT The best is yet to come. 

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