Canada’s
communications &
entertainment company.
2024 Annual Report
ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
1
About
Rogers.
Ted Rogers founded our company 65 years
ago with one small loan and one big dream.
He believed in the power of communication
to inform, to inspire, and to innovate. Driven
to honour his father’s legacy, he purchased his
very first radio station, CHFI, at the age of 27.
From these humble beginnings, we’ve
grown into Canada’s communications and
entertainment company – because the relentless
drive of one turned into the relentless drive
of many.
Each and every day, we’re driven to enhance
and enrich the lives of Canadians with the best
communications and the best entertainment
experiences they can rely on… we got you.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC.
2
A message from
Tony
“More Canadians continue
to choose Rogers than
any other carrier.”
Dear Shareholders,
In 2024, we delivered strong, sustained results,
led the industry in growth, and made strategic
investments to drive our growth long-term.
We continued to deliver on our goal to be number
one in our core businesses and I am pleased
with our progress. Our team executed with
discipline and showed unwavering commitment
to our customers.
As Canada’s leading communications and
entertainment company, we are proud to connect
and entertain millions of Canadians with our world-
class products, networks and content.
Industry-Leading Performance
In 2024, we outperformed our competitors for
the third year in a row.
We delivered industry-leading service revenue
and adjusted EBITDA growth, we attracted the
most combined Internet and wireless mobile
phone net additions, and we delivered the best
cable and wireless margins in the industry.
In Wireless, service revenue increased 4% and
adjusted EBITDA grew 7%. We achieved the
most stable ARPU in a highly competitive market.
More Canadians continue to choose Rogers than
any other carrier.
In Cable, we stabilized our revenue losses in a
notable turnaround, we substantially grew our
presence in the West, and we grew retail Internet
net additions by 44%.
In Media, revenue grew by 6% and adjusted
EBITDA increased by 9%, reinforcing the quality
of our sports and entertainment investments.
We returned $1 billion in dividends to our
shareholders and I am confident in our plan to
drive long-term growth and shareholder value.
Overall, our team continues to execute with
discipline in a highly competitive and changing
operating environment.
ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
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Industry-Leading Connectivity
Our network leadership and investments in
innovation fuel our strong performance.
In 2024, we were awarded Canada’s most reliable
networks by umlaut and OpenSignal. For the
sixth year in a row, Rogers was recognized as
having Canada’s most reliable 5G network. And
now, we are recognized as providing Canada’s
most reliable Internet.
We delivered 4 gigabit download and 1 gigabit
upload speeds with a DOCSIS 4.0 modem
technology trial.
We completed Canada’s first national real-life
trial of 5G network slicing, an innovation that will
materially change how our network operates.
We trialed cloud-based network technology as
an additional layer of mobile network resilience
with Nokia and AWS.
We advanced our plan to launch satellite-to-
mobile technology.
We invested $4 billion in our network and
in innovative products and technologies,
and we will continue these investments in 2025.
We are a proud Canadian company, and we
remain committed to investing in Canada
and Canadians.
Industry-Leading Entertainment
Live sports and entertainment remain a
critical part of our business strategy. In 2024,
we invested to deliver the most sought after,
premium sports and entertainment experiences
to Canadians.
We began rolling out the Rogers Xfinity suite of
services so our customers can experience the
future of entertainment for years to come.
We signed deals with Warner Bros. Discovery and
NBCUniversal to bring the most watched lifestyle
and entertainment content to Canadians on their
platform of choice.
“In 2024, we invested to
deliver the most sought
after, premium sports and
entertainment experiences
to Canadians.”
We delivered marquee experiences as
presenting sponsor of Taylor Swift and the
Toronto International Film Festival, reinforcing our
position as the entertainment leader in Canada.
We broadcast the best live sports on Sportsnet,
the #1 sports network in Canada for the 10th
year in a row. We partnered with Canada’s team
for the NHL’s 4 Nations Face-Off to showcase
Canada’s talent and our leadership in
Canada’s game.
We signed a deal to acquire Bell’s 37.5% stake in
Maple Leaf Sports & Entertainment. Expanding
our ownership of MLSE will deliver long-term
growth and surface additional value from our
world-class sports and media assets.
Looking Ahead to 2025
As we look to the year ahead, we remain focused
on being number one in our core businesses
and shaping the future of connectivity and
entertainment for Canadians.
Our 2025 outlook reflects continued growth in
service revenue, adjusted EBITDA and free cash
flow in a highly competitive environment.
I would like to thank the Rogers team for their
commitment, our board for their confidence and
our shareholders for their support.
Tony Staffieri
President and Chief Executive Officer
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC.
4
A message from
Edward
“ The team achieved
these results through
clear prioritization,
disciplined execution,
and a relentless focus
on the customer.”
Dear Shareholders,
I am pleased to report we delivered another year
of industry-leading results and led the industry
on most key metrics for the third year in a row.
I would like to congratulate Tony Staffieri, the senior
management team, and all employees for these
strong results.
As a Board, we remain steadfastly focused on
delivering long-term growth and shareholder
value. This requires a long-term view and
long-term investment.
Investing in Canada
2025 marks the 65th anniversary of Rogers
in Canada.
My father, Ted Rogers, started our company
with the purchase of one radio station, CHFI,
in 1960. From that one radio station, we have
grown into Canada’s leading communications and
entertainment company, a company that is deeply
invested in Canada and Canadians.
In 2024, we invested a record $4 billion in capital
expenditures to expand our networks and deliver
innovation to Canadians. Over the last two
decades, we have invested almost $70 billion
to build world-class networks for Canadians.
Today, Rogers has the most reliable 5G network
and the most reliable Internet in the country.
Our world-class wireless network delivers a more
reliable experience than U.S. networks and
Canada’s wireless prices are lower than
U.S. prices.
Networks are the backbone of our economy.
From mining to manufacturing to agriculture,
entire industries rely on our networks — to serve
their customers, grow their businesses, and help
our economy thrive.
We partner with Canadian companies and local
entrepreneurs to help create jobs here at home.
Today, over 90% of our largest suppliers are
Canadian or have significant operations here.
And most of our suppliers are small and medium
businesses, the heart of our economy and our
local communities.
ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
5
These businesses build broadcasting and cellular
towers. Repair damaged fibre. Produce great
Canadian shows. And they create one-of-a-kind
sports and entertainment experiences.
We are proud to support these Canadian
companies and their contributions. And we need
a partner in government, not regulatory policies
that create uncertainty, suppress investment, and
breed mistrust for investors.
Investing in Canadian Sports
Sports is a core business to Rogers, and it is an
important part of our company.
In 1998, we co-founded Sportsnet, and today we
are the number one sports network in Canada.
In 2000, my father bought the Toronto Blue Jays
to keep the team in Canada. Today we remain the
proud owner of Canada’s baseball team.
In 2012, we became a minority owner of Maple
Leaf Sports & Entertainment (MLSE), and today
MLSE is one of the most prestigious sports and
entertainment organizations in the world.
In 2024, we announced our plan to buy Bell’s
37.5% stake in MLSE. Once approved, Rogers will
become the majority owner of MLSE.
MLSE has significantly appreciated in value, and it
is a great long-term investment for Rogers.
And like our Blue Jays investment, this agreement
ensures long-term Canadian ownership of
Canadian teams. As owners, we are committed
to investing in these teams and to bringing
championship teams home to Canada.
For shareholders we will surface additional value
for these important investments over the mid to
long-term.
Investing in Canadian Communities
At Rogers, we believe that strong communities
are the foundation of a strong Canada. We are
proud to make meaningful investments to help
Canadians reach their full potential.
“We are a proud
Canadian company,
and we are committed
to investing in Canada.”
Through initiatives like Jays Care Foundation,
Rogers Youth Grants, and the Ted Rogers
Scholarship program, we give young Canadians
access to the skills, experiences, and tools
to succeed.
Through Connected for Success, we provide low-
cost Internet and wireless plans to low-income
Canadians to increase access to today’s digital
tools. Over 2.5 million Canadians are eligible and
I’m proud of the program, the first of its kind in
Canada launched in 2013.
We are also proudly building on the Shaw family’s
legacy of giving back. In 2024, the Rogers Charity
Classic, formerly known as the Shaw Charity
Classic, raised a record-breaking $25.4 million to
support children’s charities in Alberta.
***
In closing, I am proud of what the Rogers team
accomplished in 2024 – industry-leading results
and meaningful investments in the future, all while
positioning Rogers for long-term success.
I would like to thank Tony, the senior
management team, and all Rogers employees
for their unwavering commitment to serving our
customers, shareholders, and communities.
Together, we are building a stronger, more
connected Canada as we set our sights on the
next 65 years. We are asking policy makers to join
us in thinking long-term with policies that spur
investment and innovation.
As Ted would say, the best is yet to come.
Edward Rogers
Executive Chair of the Board
Rogers Communications Inc.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC.
6
Canada’s
communications and
entertainment company.
ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
7
8
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC.
Our world-class
brands.
9
ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
Industry-leading
results.
01
Attracted the most
subscriber net additions
02
Delivered industry-
leading financial results
03
Delivered 12 straight
quarters of growth
04
Delivered the best Cable
and Wireless margins
05
Increased free cash
flow by 26%
06
Returned over $1 billion in
dividend to shareholders
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC.
10
Industry-leading
connections.
01
Awarded Canada’s most
reliable wireless network
02
Awarded Canada’s most
reliable Internet
03
Launched Rogers Xfinity
Storm-Ready WiFi
04
Advanced
satellite-to-mobile
05
Launched SenseNet
partnership
06
Started 5G expansion
to all TTC tunnels
ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
11
Industry-leading
entertainment.
01
Introduced Rogers
Xfinity suite of services
02
Announced 10-year
partnership with Comcast
03
Signed deals with
Warner Bros. Discovery
and NBCUniversal
04
Sportsnet remained
Canada’s #1 sports network
05
Announced deal to become
majority owner of MLSE
06
Delivered marquee
partnerships with
Taylor Swift and TIFF
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC.
12
Executive
Leadership Team
As at March 6, 2025
1. Tony Staffieri
President & CEO
2. Navdeep Bains
Chief Corporate
Affairs Officer
3. Glenn Brandt
Chief Financial Officer
4. Marisa Fabiano
Chief Human
Resources Officer
5. Iain Kennedy
Chief Information and Cyber
Security Officer
6. Mark Kennedy
Chief Technology Officer
7. Bret Leech
President, Residential
8. Anne Martin-Vachon
President, Wireless
9. Thomas Turner
President, Business
10. Terrie Tweddle
Chief Brand and
Communications Officer
11. Colette Watson
President, Rogers
Sports & Media
12. Mahes Wickramasinghe
President, Group Operations
13. Marisa Wyse
Chief Legal Officer and
Corporate Secretary
13
2024 ANNUAL REPORT
ROGERS COMMUNICATIONS INC.
Board of
Directors
As at March 6, 2025
1. Michael Cooper
2. Trevor English
3. Ivan Fecan
Chair of the Human
Resources Committee
4. Robert Gemmell
Lead Director
Chair of the Audit and
Risk Committee
Chair of the Corporate
Governance Committee
5. Jan Innes
Chair of the ESG Committee
Chair of the Pension Committee
6. Diane Kazarian
7. Dr. Mohamed Lachemi
8. David Robinson
9. Edward Rogers
Executive Chair of the Board
Chair of the Finance, Nominating,
and Executive Committees
10. Lisa Rogers
11. Bradley Shaw
12. Chief Wayne Sparrow
13. Tony Staffieri
President & CEO
14. John Tory
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC.
14
MANAGEMENT’S DISCUSSION AND ANALYSIS
2024 Financial Report
16
MANAGEMENT’S DISCUSSION AND ANALYSIS
18
Executive Summary
18
About Rogers
18
2024 Highlights
20
Financial Highlights
21
MLSE Transaction
21
Structured Equity Transaction
22
Understanding Our Business
22
Powerful Brands
22
Products and Services
24
Competition
25
Industry Trends
27
Corporate Overview
27
Our Strategy for Value Creation
29
Stakeholder Engagement
31
Governance and Risk Framework
31
Financial and operating guidance
33
Delivering on our Priorities
33
Build the biggest and best networks in the country
35
Deliver easy to use, reliable products and services
36
Be the first choice for Canadians
38
Be a strong, national company investing in Canada
40
Be the growth leader in our industry
43
2024 Financial Results
43
Summary of Consolidated Results
44
Wireless
45
Cable
46
Media
47
Capital Expenditures
48
Review of Consolidated Performance
51
Quarterly Results
54
Overview of Financial Position
55
Managing our Liquidity and Financial Resources
55
Sources and Uses of Cash
59
Financial Condition
62
Financial Risk Management
65
Dividends and Share Information
67
Commitments and Contractual Obligations
67
Off-Balance Sheet Arrangements
68
Governance at Rogers
69
Income Tax and Other Government Payments
70
Risk Management
70
Risks and Uncertainties Affecting our Business
77
Controls and Procedures
78
Regulation in our Industry
80
Wireless
82
Cable
84
Media
86
Other Information
86
Accounting Policies
90
Key Performance Indicators
92
Non-GAAP and Other Financial Measures
94
Summary of Financial Results of Long-Term Debt
Guarantor
95
Five-Year Summary of Consolidated Financial Results
96
2024 AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
15 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS
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, 2024. This MD&A should be read in
conjunction with our 2024 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 6,
2025 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.
In this MD&A, first quarter refers to the three months ended
March 31, 2024, second quarter refers to the three months ended
June 30, 2024, third quarter refers to the three months ended
September 30, 2024, fourth quarter refers to the three months
ended December 31, 2024, this year refers to the twelve months
ended December 31, 2024, and last year refers to the twelve
months ended December 31, 2023. All results commentary is
compared to the equivalent periods in 2023 or as at December 31,
2023, as applicable, unless otherwise indicated.
References in this MD&A to the Shaw Transaction are to our
acquisition of Shaw Communications Inc. (Shaw) on April 3, 2023.
For additional details regarding the Shaw Transaction, see “Shaw
Transaction” in our 2023 Annual MD&A and Note 3 to our 2023
Annual Audited Consolidated Financial Statements.
Beginning this year, we are embedding sustainability and social
impact reporting into our annual MD&A, showing our ongoing
commitment to integrate sustainability and social impact principles
into how we do business. This helps us to drive our business
priorities while making a positive impact in the lives of Canadians.
To guide our sustainability and social impact reporting, we consider
the standards and frameworks of the Global Reporting Initiative
(GRI), Sustainability Accounting Standards Board (SASB) Standards,
the World Economic Forum (WEF), and the Greenhouse Gas
(GHG) Protocol. Our 2024 sustainability and social impact
reporting has been prepared taking guidance from the
International Sustainability Standards Board’s (ISSB) IFRS S1,
General Requirements for Disclosure of Sustainability-related
Financial Information and IFRS S2, Climate-related Disclosures. Our
2024 reporting has been prepared based on internal criteria
informed by the GRI Standards, with reference to SASB Standards,
and we continue our commitment to improve disclosure in
consideration of the IFRS/the Canadian Sustainability Standards
Board. Refer to our 2024 Data Supplement at about.rogers.com/
our-impact/impact-reports for further sustainability and social
impact details. Our 2024 Climate Action Report includes further
detail in respect of our climate disclosures.
Xfinity marks and logos are trademarks of Comcast Corporation,
used under license. © 2025 Comcast. Rogers trademarks in this
MD&A are owned or used under licence by Rogers Communications
Inc. or an affiliate. This MD&A may also include trademarks of other
third parties. The trademarks referred to in this MD&A may be listed
without the ™ symbols. ©2025 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
objectives and strategies to achieve those objectives, and about our
beliefs, plans, expectations, anticipations, estimates, and intentions.
Forward-looking information:
• typically includes words like could, expect, may, anticipate,
assume, believe, intend, estimate, plan, project, guidance,
outlook, target, and similar expressions;
• 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 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;
• the proposed $7 billion structured equity investment, including
its expected terms and the use of proceeds therefrom;
• the completion and financing of the MLSE Transaction;
• our debt leverage ratio and how we intend to manage that ratio;
and
• all other statements that are not historical facts.
Specific forward-looking information included in this MD&A
includes, but is not limited to, information and statements under
“Financial and Operating Guidance” relating to our 2025
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.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
16
MANAGEMENT’S DISCUSSION AND ANALYSIS
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 conditions, including the effects
of inflation;
• currency exchange rates and interest rates;
• product pricing levels and competitive intensity;
• subscriber growth;
• pricing, usage, and churn rates;
• changes in government regulation;
• technology and network deployment;
• availability of devices;
• timing of new product launches;
• content and equipment costs;
• the integration of acquisitions; and
• industry structure and stability.
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, including, but not limited to, the potential
application of tariffs, trade wars, recessions, or reduced
immigration levels;
• unanticipated changes in content or equipment costs;
• changing conditions in the entertainment, information, and
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;
• anticipated asset sales may not be achieved within the expected
timeframes or at all for proceeds in the amount or type
expected;
• the MLSE Transaction, and any financing for it from private
investors, may not be completed on the anticipated terms or at
all;
• we may not reach definitive agreements for, or may not
complete, the proposed $7 billion structured equity investment
on the anticipated terms or at all;
• if completed, we may use the proceeds from the structured
equity investment for different purposes due to alternative
opportunities or requirements, general economic or market
conditions, or other internal or external considerations;
• new interpretations and new accounting standards from
accounting standards bodies; and
• the other risks outlined in “Risks and Uncertainties Affecting our
Business”.
These risks, uncertainties, and other factors can also affect our
objectives, strategies, plans, and intentions. Should one or more of
these risks, uncertainties, or other factors materialize, our objectives,
strategies, plans, or intentions change, or any other factors or
assumptions underlying the forward-looking information prove
incorrect, our actual results and our plans could vary materially from
what we currently foresee.
Accordingly, we warn investors to exercise caution when
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 information or the 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.
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, fully review the sections in this MD&A entitled
“Regulation
in
our
Industry”,
“Risk
Management”,
and
“Sustainability and Social Impact”, as well as our various other filings
with Canadian and US securities regulators, which can be found at
sedarplus.ca and sec.gov, respectively.
FOR MORE INFORMATION
You can find more information about us, including our Annual
Information Form, on our website (investors.rogers.com), on
SEDAR+ (sedarplus.ca), and on EDGAR (sec.gov), or you can e-mail
us
at
investor.relations@rci.rogers.com.
Information
on
or
connected to these websites and any other websites and any
reports,
including
our
2024
Annual
Report,
2024
Data
Supplement, and 2024 Climate Action Report, referenced in this
document does not constitute part of this MD&A except to the
extent that information is expressly included (or incorporated)
herein.
You can also find information about our governance practices,
corporate
social
responsibility
reporting,
a
glossary
of
communications and media industry terms, and additional
information about our business at investors.rogers.com.
17 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS
Executive Summary
ABOUT ROGERS
Rogers is Canada’s leading communications and entertainment
company. 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).
Almost all of our operations and sales are in Canada. We have a
highly skilled and diversified workforce of approximately 24,000
employees. Our head office is in Toronto, Ontario and we have
numerous offices across Canada. We are a strong national
company investing in Canada and are committed to embedding
sustainable practices in how we do business. We report our results
of operations in three reportable segments. See “Understanding
Our Business” for more information.
2024 HIGHLIGHTS
KEY FINANCIAL INFORMATION
Years ended December 31
(In millions of dollars, except margins and per share amounts)
2024
2023
% Chg
Consolidated
Total revenue
20,604
19,308
7
Total service revenue 1
18,066
16,845
7
Adjusted EBITDA 2
9,617
8,581
12
Adjusted EBITDA margin 2
46.7%
44.4%
2.3 pts
Net income
1,734
849
104
Adjusted net income 2
2,719
2,406
13
Basic earnings per share
$
3.25
$
1.62
101
Adjusted basic earnings per share 2
$
5.09
$
4.60
11
Capital expenditures 3
4,041
3,934
3
Cash provided by operating activities
5,680
5,221
9
Free cash flow 2
3,045
2,414
26
Wireless
Service revenue
8,108
7,802
4
Revenue
10,595
10,222
4
Adjusted EBITDA
5,312
4,986
7
Adjusted EBITDA margin 4
65.5%
63.9%
1.6 pts
Cable
Revenue
7,876
7,005
12
Adjusted EBITDA
4,518
3,774
20
Adjusted EBITDA margin
57.4%
53.9%
3.5 pts
Media
Revenue
2,484
2,335
6
Adjusted EBITDA
84
77
9
Adjusted EBITDA margin
3.4%
3.3%
0.1 pts
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; adjusted net income 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 and accrued government grants, but does not include expenditures for spectrum licences,
additions to right-of-use assets, or assets acquired through business combinations.
4 Calculated using Wireless service revenue.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
18
MANAGEMENT’S DISCUSSION AND ANALYSIS
KEY PERFORMANCE INDICATORS
As at or years ended December 31
2024
2023
Chg
Subscriber results (in thousands) 1
Wireless postpaid mobile phone net additions 2
380
674
(294)
Wireless prepaid mobile phone net (losses) additions 2
132
(50)
182
Wireless mobile phone subscribers 2
11,874
11,609
265
Retail Internet net additions
111
77
34
Retail Internet subscribers 2
4,273
4,162
111
Video net (losses) additions
(134)
15
(149)
Video subscribers 2
2,617
2,751
(134)
Home Monitoring net additions (losses)
44
(12)
56
Home Monitoring subscribers
133
89
44
Home Phone net losses
(122)
(116)
(6)
Home Phone subscribers 2
1,507
1,629
(122)
Customer relationships net additions (losses)
47
(2)
49
Total customer relationships 2
4,683
4,636
47
Additional Wireless metrics 1
Postpaid mobile phone churn (monthly)
1.21%
1.11%
0.10 pts
Mobile phone ARPU (monthly) 1,3
$ 57.98
$ 57.86
$
0.12
Additional Cable metrics 1
ARPA (monthly) 1,3
$140.12
$ 142.58
($
2.46)
Penetration
45.9%
46.6%
(0.7 pts)
Ratios
Capital intensity 1,3
19.6%
20.4%
(0.8 pts)
Dividend payout ratio of net income 1,3
61.8%
123.2%
(61.4 pts)
Dividend payout ratio of free cash flow 1,3
35.2%
43.3%
(8.1 pts)
Return on assets 1,3
2.4%
1.2%
1.2 pts
Debt leverage ratio 3
4.5
5.0
(0.5)
Pro forma debt leverage ratio 3
n/a
4.7
n/a
Employee-related information
Total active employees
24,000
26,000
(2,000)
1 As defined. See “Key Performance Indicators”.
2 During 2023 and 2024, we adjusted our Wireless and Cable subscriber bases for various events. See “Wireless Subscriber Results” and “Cable Subscriber Results” for more
information.
3 Mobile phone 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. Debt leverage ratio is a capital management measure. Pro forma debt leverage ratio is a non-GAAP ratio. Pro forma trailing 12-month adjusted EBITDA is a non-GAAP
financial measure and is a component of pro forma debt leverage ratio. 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” and “Financial Condition” for an explanation as to the composition of these
measures.
19 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS
FINANCIAL HIGHLIGHTS
REVENUE
Total revenue and total service revenue both increased by 7% this
year, driven by revenue growth in all our businesses.
Wireless service revenue increased by 4% this year, primarily as a
result of the cumulative impact of growth in our mobile phone
subscriber base over the past year, including our evolving mobile
phone plans that increasingly bundle more services in the monthly
service fee. Wireless equipment revenue increased by 3% primarily
as a result of an increase in new subscribers purchasing devices and
a continued shift in the product mix towards higher-value devices.
Cable service revenue increased by 12% this year primarily as a
result of the completion of the Shaw Transaction in April 2023,
which contributed an incremental approximately $1 billion in the
first quarter of 2024; partially offset by Video subscriber losses and
ongoing competitive intensity.
Media revenue increased by 6% this year primarily as a result of
higher sports-related revenue, driven by higher Toronto Blue Jays
revenue and higher subscriber and other revenue, partially offset by
lower Today’s Shopping Choice revenue.
ADJUSTED EBITDA
Consolidated adjusted EBITDA increased 12% this year and our
adjusted EBITDA margin increased by 230 basis points as a result of
full realization our synergy program associated with the Shaw
Transaction together with ongoing cost efficiencies.
Wireless adjusted EBITDA increased 7% this year, primarily due to
the flow-through impact of higher revenue as discussed above in
conjunction with ongoing cost efficiencies. This gave rise to an
adjusted EBITDA margin of 65.5%.
Cable adjusted EBITDA increased 20% this year due to the
aforementioned synergy program and ongoing cost efficiencies.
This gave rise to an adjusted EBITDA margin of 57.4%.
Media adjusted EBITDA increased by 9% this year primarily due to
higher revenue as discussed above, partially offset by higher
Toronto Blue Jays expenses, including game day-related costs.
NET INCOME AND ADJUSTED NET INCOME
Net income increased by 104% this year, primarily as a result of
higher adjusted EBITDA, the $422 million loss recognized last year
related to the change in the value of one of our joint venture’s
obligations to purchase at fair value the non-controlling interest in
one of its investments, and lower restructuring, acquisition and
other costs, partially offset by higher depreciation and amortization.
Adjusted net income increased by 13% this year, primarily as a
result of higher adjusted EBITDA.
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 $739 million in dividends. We also issued $325 million
of Class B Non-Voting Shares through our dividend reinvestment
plan (DRIP). In addition, we declared a $0.50 per share dividend on
January 29, 2025.
Our cash provided by operating activities increased by 9% this year,
primarily as a result of higher adjusted EBITDA. Free cash flow
increased 26% this year, primarily as a result of higher adjusted
EBITDA.
Our debt leverage ratio as at December 31, 2024 was 4.5
(December 31, 2023 – 5.0, or 4.7 on an as adjusted basis to include
trailing 12-month adjusted EBITDA of a combined Rogers and
Shaw as if the Shaw Transaction had closed on January 1, 2023).
See “Financial Condition” for more information.
Our overall weighted average cost of borrowings was 4.61% as at
December 31, 2024 (2023 – 4.85%) and our overall weighted
average term to maturity on our debt was 9.8 years as at
December 31, 2024 (2023 – 10.4 years).
We ended the year with approximately $4.8 billion of available liquidity1
(2023 – $5.9 billion), including $3.5 billion (2023 – $4.3 billion) available
under our bank and letter of credit facilities, $0.4 billion (2023 – $0.8
billion) available under our $2.4 billion receivables securitization
program, and $0.9 billion (2023 – $0.8 billion) in cash and cash
equivalents. Further, in February 2025, we issued three tranches of
subordinated notes, consisting of US$2.1 billion and Cdn$1 billion, and
received $4.0 billion in net proceeds (see “Sources and Uses of Cash”
for more information).
1 Available liquidity is a capital management measure. See “Non-GAAP and Other
Financial Measures” for more information about this measure.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
20
MANAGEMENT’S DISCUSSION AND ANALYSIS
MLSE Transaction
On September 18, 2024, we announced an agreement with BCE
Inc. (Bell) to acquire Bell’s indirect 37.5% ownership stake in Maple
Leaf Sports & Entertainment Inc. (MLSE) for a purchase price of
$4.7 billion subject to certain adjustments, payable in cash (MLSE
Transaction). We expect financing for the MLSE Transaction will
include private investors. The MLSE Transaction will also provide
Bell the opportunity to renew its existing MLSE broadcast and
sponsorship rights over the long-term at fair market value. This
includes access to content rights for 50% of Toronto Maple Leafs
regional games and 50% of Toronto Raptors games for which
MLSE controls the rights.
In December 2024, we received clearance from the Competition
Bureau to proceed with the MLSE Transaction. We still require
sports league approvals and approval from the Canadian Radio-
television and Telecommunications Commission (CRTC) before the
MLSE Transaction can close. When the MLSE Transaction closes, we
will be the largest owner of MLSE, with a controlling interest in 75%
of MLSE. The holder of the 25% non-controlling interest in MLSE
has a right to require its interest be purchased at a future date at
fair value. For more information, see “Risk Management”.
MLSE owns the Toronto Maple Leafs (NHL), Toronto Raptors (NBA),
Toronto FC (MLS), the Toronto Argonauts (CFL), various minor
league teams, and associated real estate holdings, such as
Scotiabank Arena. The MLSE Transaction will add to our existing
sports portfolio, including ownership of the Toronto Blue Jays,
Rogers Centre, and Sportsnet.
Structured Equity Transaction
On October 24, 2024, we announced we had entered into a
non-binding term sheet with a leading global financial investor for a
proposed $7 billion structured equity investment, substantially all of
the net proceeds of which are expected to be used to reduce debt
and further strengthen our balance sheet. The equity investment, if
completed, would result in the investor acquiring a minority stake in
a subsidiary that will own a portion of our wireless backhaul
transport infrastructure, with Rogers continuing to maintain
operational control. We continue to consider, evaluate, and work
on definitive agreements with respect to the proposed equity
investment. Completion is subject to entering into binding
definitive documentation with the investor.
21 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS
Understanding Our Business
Rogers is Canada’s leading wireless, cable, and media company.
We report our results of operations in three reportable segments.
Each segment and the nature of its business are as follows:
Segment
Principal activities
Wireless
Wireless
telecommunications
operations
for
Canadian consumers and businesses.
Cable
Cable telecommunications operations, including
Internet, television and other video (Video),
Satellite, telephony (Home Phone), and 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.
Media
A diversified portfolio of media properties,
including sports media and entertainment,
television and radio broadcasting, specialty
channels, multi-platform shopping, and digital
media.
See “Delivering on our Priorities” 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.
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 Ted Rogers Scholarships and
Ted Rogers Community Grants; and
• naming rights to some of Canada’s landmark buildings,
stadiums, and arenas.
We also own or utilize some of Canada’s most recognized brands,
including:
• the wireless brands of Rogers, Fido, and chatr;
• the Rogers residential brand;
• 28 TV stations and specialty channels, including Sportsnet,
OMNI, Citytv, FX (Canada), FXX (Canada), Bravo, HGTV, and
Food Network;
• 52 radio stations, including 98.1 CHFI, 680 News Radio (formerly
CityNews 680), Sportsnet 590 The FAN, KiSS, JACK, 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 national 12-year agreement with the NHL, which
runs through the 2025-2026 season, as well as regional
agreements, that allow us to deliver coverage of professional
hockey in Canada; and
• Today’s Shopping Choice, a premium online and TV shopping
retailer.
PRODUCTS AND SERVICES
WIRELESS
We are the largest provider of wireless communication services in
Canada as at December 31, 2024. We are 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 2,500
communities as at December 31, 2024. Our wireless services are
offered under the Rogers (postpaid), Fido (postpaid), and chatr
(prepaid) brands, and provide consumers and businesses with the
latest wireless devices, services, and applications including:
• mobile high-speed Internet access, including our Rogers Infinite
unlimited data plans;
• wireless voice and enhanced voice features;
• 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 financing;
• device protection;
• global voice and data roaming, including Roam Like Home and
Fido Roam;
• wireless home phone;
• advanced wireless solutions for businesses, including wireless
private network services;
• bridging landline phones with wireless phones; and
• machine-to-machine and Internet of Things (IoT) solutions.
CABLE
We are one of the largest cable services providers in Canada. Our
cable network provides an innovative and leading selection of high-
speed broadband Internet access, Internet protocol-based (IP)
television, applications, online viewing, phone, home monitoring,
and advanced home WiFi services to consumers across Canada.
We also provide services to businesses across Canada that aim to
meet the increasing needs of today’s critical business applications.
Our newest WiFi modem with WiFi 6E, a technology that eases
network congestion by simplifying network design and delivering
increased performance with higher throughput and wider
spectrum channels, allows us to offer new fibre-powered Rogers
Xfinity Internet packages and bundles with up to 8 gigabit per
second (Gbps) symmetrical speeds in select areas.
Internet services include:
• Internet access through broadband and fixed wireless access
(including basic and unlimited usage packages), security
solutions, and e-mail;
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
22
MANAGEMENT’S DISCUSSION AND ANALYSIS
• access speeds of up to:
• 1 Gbps, covering our entire Cable footprint; and
• 1.5 Gbps, covering the vast majority of our Cable footprint,
with some areas able to receive access speeds of up to 8
Gbps symmetrical speeds;
• Rogers Xfinity unlimited packages, combining fast and reliable
speeds with the freedom of unlimited usage and options for self-
installation;
• the Rog
ers Xfinity app, 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 Xfinity WiFi Boost Pods, an advanced WiFi
system customers can plug into electrical outlets in their home to
extend WiFi coverage; and
• Rogers Xfinity Self Protection, 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 Rogers Xfinity TV, including starter and premium
channel packages along with à la carte channels;
• on-demand television with Rogers Xfinity TV services;
• cloud-based digital video recorders (DVRs) available with Rogers
Xfinity TV services;
• voice-activated remote controls, restart features, and integrated
apps such as YouTube, Netflix, Sportsnet NOW, Amazon Prime
Video, Disney+, and Apple TV+ on Rogers Xfinity TV and Rogers
Xfinity Streaming;
• Rogers Xfinity App TV, combining over 40 linear channels with
Netflix in a single package;
• personal video recorders (PVRs), including Whole Home PVR
and 4K PVR capabilities;
• a Rogers Xfinity TV app, giving customers the ability to
experience Rogers Xfinity TV (including setting recordings) on
their smartphone, tablet, laptop, or computer;
• Rogers Xfinity Streaming, an entertainment add-on for Rogers
Xfinity 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
Rogers Xfinity 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.
Satellite services include:
• video and audio programming by satellite; our customers have
access to over 370 digital video channels and thousands of
on-demand, pay-per-view (PPV), and subscription movie and
television titles; and
• flexibility with each of our current primary TV packages, which
includes a base set of channels and tiered customization options
depending on the size of the TV package.
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;
• 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 other
streaming devices. 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, the NHL 4 Nations Face-Off, and the NHL Draft),
and rights to sublicense broadcasting rights.
In Television, we operate several conventional and specialty
television networks, including:
• Sportsnet’s four regional stations along with Sportsnet ONE,
Sportsnet 360, and Sportsnet World;
• Citytv network, which, together with affiliated stations, has
broadcast distribution to approximately 72% 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 Bravo, Discovery, Food Network,
FX (Canada), FXX (Canada), and HGTV; and
• Today’s Shopping Choice, Canada’s only nationally televised
shopping channel, which generates a significant portion of its
revenue from online sales.
In Radio, we operate 52 AM and FM radio stations in markets
across Canada, including popular radio brands such as 98.1 CHFI,
680 News Radio (formerly CityNews 680), Sportsnet 590 The FAN,
KiSS, JACK, and SONiC.
23 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS
We also offer a range of digital services and products, including:
• our digital sports-related assets, including sportsnet.ca and
Sportsnet+;
• other digital assets, including Citytv+;
• a range of other websites, apps, podcasts, and digital products
associated with our various brands and businesses; and
• out-of-home advertising assets and partnerships allowing us to
reach school campuses, bars and restaurants, elevators, salons, and
spas, among others.
OTHER
We offer both the Rogers Red Mastercard and the Rogers Red
World Elite Mastercard, which allow customers to earn cash back
rewards points on credit card spending and finance new wireless
devices over up to 48 months at 0% interest.
OTHER INVESTMENTS
We hold interests in a number of associates and joint
arrangements, some of which include:
• our 37.5% ownership interest in 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.
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).
Telephony and television services are increasingly offered over the
Internet and consumers communicate, watch video, and otherwise
interact with the broader world online, including with a growing
selection of over-the-top (OTT) services.
In the media industry, consumer viewing habits have shifted
towards digital and online media consumption and advertisers are
directing their advertising dollars to those 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 5G network caters to customers seeking
the increased capacity and speed it provides relative to long-term
evolution (LTE) networks. We compete with BCE Inc. (Bell), TELUS
Corporation (Telus), and Videotron at a national level, and with
Saskatchewan Telecommunications Holding Corporation (SaskTel)
and Eastlink Inc. (Eastlink) at a regional level, all of whom operate
5G 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).
• Product, branding, and pricing – we compete nationally with Bell,
Telus, and Videotron, including their flanker brands Virgin Plus
(Bell), Lucky Mobile (Bell), Koodo (Telus), Public Mobile (Telus),
and Fizz (Videotron). 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. In November 2023, we won 860 spectrum licences
covering 87% of the Canadian population at a total cost of
$475 million in the 3800 MHz spectrum licence auction. These
spectrum licences, along with other frequency bands, are essential
to the deployment of 5G networks. The outcome of any spectrum
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. Our high-speed Internet
services compete directly with, among others:
• Bell’s Internet services in Ontario, Manitoba, New Brunswick,
Nova Scotia, and Newfoundland, including Virgin Plus;
• Telus’ Internet services in British Columbia and Alberta;
• various resellers using wholesale telecommunication company
digital subscriber line (DSL) and cable third-party Internet access
(TPIA) services in local markets;
• smaller ISPs, such as Beanfield Metroconnect, in metropolitan
areas; and
• newer providers offering low Earth orbiting satellite Internet
service in underserved regions.
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:
• Western Canada – Bell, Telus, and Digital Colony;
• Ontario – Bell, Cogeco Data Services, Xplore, and Digital Colony;
• Quebec – Bell, Telus, and Videotron; and
• Atlantic Canada – Bell, Xplore, and Eastlink.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
24
MANAGEMENT’S DISCUSSION AND ANALYSIS
Television
We compete with:
• other
Canadian
multi-channel
broadcast
distribution
undertakings (BDUs), including Bell, Telus, and other satellite and
IPTV providers;
• OTT video offerings through providers like Netflix, YouTube,
Apple, Amazon Prime Video, Crave, Google, Disney+, DAZN,
Paramount+, and other channels streaming their own content,
which continue to grow in popularity; 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, Manitoba, New
Brunswick, Nova Scotia, and Newfoundland;
• Telus’ wireline phone services in British Columbia and Alberta;
• incumbent local exchange carrier (ILEC) local loop resellers and
voice over IP (VoIP) service providers and 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.
Television and Radio, both of which focus on local and regional
content
in
addition
to
highly
sought-after
lifestyle
and
entertainment 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;
• OTT video offerings through providers like Netflix, YouTube,
Apple, Amazon Prime Video, Crave, Google, Disney+, DAZN,
Paramount+, and other channels streaming their own content,
which continue to grow in popularity;
• OTT radio offerings, such as iHeartRadio, Apple Music, Amazon
Music, Spotify, SiriusXM, 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 audiences 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. Recent years have
seen Canadian wireless providers benefitting from growing
immigration and device penetration in Canada; however, current
slowing population growth as a result of changes to government
immigration policies is now leading to a less active market,
resulting in lower gross and net additions.
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, such as wireless
private networks, will continue to rely on ultra-reliable, low latency
transport networks, capable of supporting both wireless and
wireline traffic.
To help make the cost of new wireless devices more affordable for
consumers, Rogers and other Canadian wireless carriers offer
device financing programs. In 2023, we expanded financing
available to Rogers customers by introducing the Rogers Red
Mastercard, which provides 3% cash back value for Rogers
customers and allows consumers to finance up to the full cost of
the device over a 36-month or 48-month term at 0% interest. We
believe being able to finance devices over 36 or 48 months helps
reduce churn.
25 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS
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 for wireless services. This may negatively impact churn,
but may also create gross addition subscriber opportunities as a
result of increased churn from other carriers. This trend, along with
ongoing elevated competitive intensity over the last several years,
may also negatively impact the monthly service fees charged to
subscribers as they shop for plans that best meet their needs.
CABLE TRENDS
Economic conditions, technology advancements, 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) has continued with increased
adoption of OTT services.
Cable and wireline companies are expanding their service offerings
to include faster broadband Internet, including consistently offering
multi-gigabit download speeds, with certain plans offering
symmetrical speeds of up to 8 Gbps in select areas, and Internet
offerings with unlimited bandwidth. Consumers are demanding
faster-than-ever speeds for streaming online media, uploading
personal content, 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 evolving their
networks to be DOCSIS 4.0-capable. These technologies provide
faster
potential
data
communication
speeds
than
earlier
technologies, allowing both television and Internet signals to reach
consumers more quickly in order to sustain reliable speeds to
address the increasing number of Internet-capable devices.
Wireless home Internet, or Internet delivered using wireless cellular
signals, is increasingly being offered by telecommunications
companies in Canada. This technology allows carriers to provide
home Internet services to customers who are (i) otherwise unable
to be serviced by traditional wireline technologies or (ii) outside of a
carrier’s cable network footprint, thereby expanding the effective
footprint of customers.
People continue to work and study from home, further establishing
the need for strong and reliable cable networks that can handle
increased capacity than previously existed. Cable and wireline
companies have needed to continue adding capacity and
managing traffic to continue reliably supporting the needs of
Canadians.
Our business customers use fibre-based access and cloud
computing to capture and share information in more secure and
accessible environments. This, combined with the rise of
multimedia and Internet-based business applications, is driving
exponential growth in data demand.
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 include systems integrators and
manufacturers.
Devices and machines are becoming more interconnected and
there is more reliance on the Internet and other networks to
facilitate updates and track usage.
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/streaming, 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 has caused a shift in focus to attract digital spending
through investments in digital assets and advertising technology.
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; some of these
aggregators have the financial resources to offer greater
compensation to providers for their content, resulting in increased
costs.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
26
MANAGEMENT’S DISCUSSION AND ANALYSIS
Corporate Overview
OUR STRATEGY FOR VALUE CREATION
KEY PERFORMANCE DRIVERS AND 2024 STRATEGIC
HIGHLIGHTS
Our five objectives guided our work and decision-making as we
further improved our operational execution and made well-timed
investments to grow our core businesses, solidify our network
leadership, and drive long-term growth for shareholders. We are
committed to growing in a socially and environmentally
responsible way, advancing our five business priorities while
making a positive impact in the lives of Canadians. Below are some
highlights for the year.
Build the biggest and best networks in the country
• Awarded Canada’s most reliable 5G network by umlaut for the
sixth straight year and most reliable wireless network by
Opensignal, both in July 2024.
• Recognized as Canada’s most reliable Internet by Opensignal in
July 2024.
• Completed Canada’s first national live trial of 5G network slicing.
• Started to deploy 3800 MHz spectrum licences, further
expanding our 5G capabilities.
• Delivered 4 Gbps download and 1 Gbps upload speeds with
DOCSIS 4.0 modem technology trial.
Deliver easy to use, reliable products and services
• Signed landmark deals with Warner Bros. Discovery and
NBCUniversal to acquire the most-watched lifestyle and
entertainment brands and content, subsequently launching
Bravo in Canada and launched channels for HGTV, Food
Network, Discovery, and others on January 1, 2025.
• Announced a ten-year agreement with Comcast to bring their
world-class Xfinity products and technology to Canadians,
beginning with Rogers Xfinity Streaming and Rogers Xfinity
Storm-Ready WiFi, Canada’s first home Internet backup
solution.
• Introduced a program to help newcomers build credit and
finance a new smartphone through a partnership with Nova
Credit.
• Launched Rogers 5G Home Internet across our wireless network
coverage area.
Be the first choice for Canadians
• Led the industry with 623,000 mobile phone and Internet net
additions.
• Signed an agreement with BCE Inc. (Bell) to become the majority
owner of MLSE.
• Produced and broadcast Canada’s first Law & Order original
series, premiering at #1 in the country and becoming Citytv’s
most watched original series in over a decade.
• Sportsnet was the most watched specialty channel in Canada.
Be a strong national company investing in Canada
• Invested a record $4 billion in capital expenditures, primarily in
our networks.
• Became the first national carrier in Canada with net-zero
greenhouse gas (GHG) emissions targets approved by the
Science Based Targets initiative (SBTi).
• Drove benefits to community organizations across Canada of
over $100 million.
• Raised a record $25 million to support children’s charities in
Alberta at the 12th annual Rogers Charity Classic.
• Released our 2023 Economic Impact Assessment showing
Rogers supported 92,000 jobs and contributed $14 billion to
Canada’s GDP.
Be a growth leader in our industry
• Grew total service revenue by 7% and adjusted EBITDA by 12%.
• Reported industry-leading margins in our Wireless and Cable
operations.
• Generated free cash flow of $3,045 million, up 26%, and cash
flow from operating activities of $5,680 million.
2025 OBJECTIVES
In 2024, we executed with discipline, delivered industry-leading
results, and continued to make substantial progress on our
integration plan following the close of the Shaw Transaction in
2023. Building on this momentum, and as part of our goal to be
number one across our core businesses, our five objectives for
2025 remain as follows, with updates to reflect how we will advance
them:
Build the biggest and best networks in the country
Our networks power Canada’s economy and our business is built
on providing our customers with always-on coverage everywhere.
We are focused on connecting more Canadians nationwide to
Canada’s largest and most reliable 5G network and the country’s
only
coast-to-coast
Internet
network,
and
advancing
satellite-to-mobile technology so Canadians can stay safe and
connected in more of Canada. Together, we are using these
investments to deliver reliable connectivity and build a resilient
Canada.
Deliver easy to use, reliable products and services
We believe delivering easy to use, reliable products and services is
key to our growth strategy. This means designing products that are
simple, creating plans that are easy to understand, and offering
even more value to our customers with innovative products and
reliable services, all throughout the entire product lifecycle. This
includes rolling out a suite of in-home services leveraging
Comcast’s world-class product and technology platform.
Be the first choice for Canadians
To be Canadians’ first choice, we are committed to delivering the
best experiences and serving customers how and where they want.
We will invest to grow our customer base and audiences by
continuously improving the customer and viewing experience,
including delivering digital-first customer service and delivering the
best content and experiences.
27 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS
Be a strong national company investing in Canada
Every year, as a proud Canadian company, we reinvest the vast
majority of our profits back into our country to connect as many
Canadians as possible, including those in rural, remote, and
Indigenous communities. We also partner with local community
groups and support emergency responders to help build stronger
communities and create a better future for young Canadians, the
future leaders of our country.
Be a growth leader in our industry
To be number one, we are focused on operating efficiently and
executing with discipline to drive revenue growth and translate it
into strong margins, profit, free cash flow, return on assets, and
returns to shareholders.
VALUE CREATION MODEL
Our approach to creating value
As
Canada’s
leading
communications
and
entertainment
company, we reach Canadians from coast-to-coast through our
cable and wireless services, our news, sports, and entertainment
programs, and our award-winning credit card. We aim to connect
Canadians where and when they want and aim to be number one
in in our core businesses. We are dedicated to advancing our
purpose and ambition through our five corporate priorities,
grounded by our foundational practices that are embedded in how
we do business.
In 2023, we conducted an extensive stakeholder engagement
exercise to identify our material sustainability and social impact
topics and assess their impact to our business (see “Stakeholder
Engagement” for more information). In 2024, as we streamlined
our reporting and impact communication, we have consolidated
talent attraction, development, and diversity, equity, inclusion, and
belonging (DEIB) under “engaged people”. Our Indigenous and
community relations topics have also been consolidated to
emphasize overall socio-economic impact.
By aligning our material sustainability and social impact topics with
our corporate priorities as below, we define how we create impact
as an organization, including in the context of global sustainability
commitments and goals. We will leverage our value creation model
as a framework for how we assess, manage, and communicate
corporate impact and performance.
CORPORATE STRATEGY
Purpose
Connect Canadians when and where they want
Ambition
Be number one in our core businesses
Foundational
practices
We are committed to do our best for Canadians with honesty, integrity, and transparency, through:
Strong business
ethics
Risk management
Leadership and
accountability
Stakeholder
engagement
Transparent
reporting
VALUE CREATION
Corporate
priorities
Build the biggest and
best networks in the
country
Deliver easy to use,
reliable products and
services
Be the first choice for
Canadians
Be a strong national
company investing in
Canada
Be the growth leader
in our industry
Material
sustainability
and social
impact topics
Network leadership
and resilience
Social impacts of
products and services
Product end-of-life
management
Customer
relationships
Data privacy and
security
Socio-economic
investment
Engaged people
Climate change
mitigation and
adaptation
Safety, well-being,
and labour relations
United Nations
Sustainable
Development
Goals
(UNSDGs)
SDG 9: Industry,
innovation and
infrastructure
SDG 13: Climate
action
SDG 12: Responsible
consumption and
production
SDG 9: Industry,
innovation and
infrastructure
SDG 5: Gender
equity
SDG 8: Decent work
and economic
growth
SDG 8: Decent work
and economic growth
SDG 12: Responsible
consumption and
production
SDG 13: Climate
action
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
28
MANAGEMENT’S DISCUSSION AND ANALYSIS
STAKEHOLDER ENGAGEMENT
We are a national company with a strong legacy of investing in the
future of Canada.
MATERIALITY ASSESSMENT
In 2023, we undertook an extensive stakeholder engagement
exercise with both internal and external stakeholders to identify the
topics they believe to be most important to our business,
prioritized based on their perceptions of our ability to have an
impact on each topic. To complete the materiality assessment, we
completed three primary workstreams.
First, we engaged with key internal and external stakeholders
through surveys, interviews, and sector insights reports to identify
our most material sustainability and social impact topics across our
value chain and time horizons. Stakeholder inputs were considered
in terms of level of influence on our strategy and their readiness to
engage with us. Stakeholders with whom we engaged included:
• the Board, our executives, and our employees;
• customers;
• shareholders;
• suppliers;
• Indigenous communities;
• government, regulatory, and industry groups; and
• non-governmental organizations and partners.
Second, we assessed the materiality and likelihood of actual and
potential impacts for each material topic to prioritize amongst
them, in line with our enterprise risk management framework.
Finally, we developed a materiality matrix that combined
stakeholder sentiment with the perceived prioritization of material
sustainability
and
social
impact
enablers
to
inform
our
management approach for each topic.
MATERIAL TOPICS
Supported by our foundational practices (see “Corporate
Overview”), our four most material sustainability and social impact
topics are:
• network leadership and resilience;
• customer relationships;
• data privacy and security; and
• climate change mitigation and adaptation.
Materiality matrix
Safety, well-being,
and labour relations
Socio-economic
investment
Social impacts of
products and services
DEIB
Importance to stakeholders
Business impact
Product end-of-life
management
Network leadership
and resilience
Data privacy
and security
Customer
relationships
Talent attraction
and development
Climate change
mitigation and
adaptation
29 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS
By focusing our efforts on material topics, we aim to maximize value for our business, our shareholders, our communities, and all other
stakeholders to which our operations are connected. We continue to manage the remaining topics through our established engagement
processes and operations, all of which undergo regular review and enhancements, to help ensure stakeholder expectations are met and
material sustainability and social impact topics are embedded within our business. Each topic and its importance to stakeholders and
Rogers is summarized below.
Topic
Description
Network leadership
and resilience
Improving our network speed, performance, and coverage enables us to reach more Canadians, connect more rural,
remote, and Indigenous communities, diversify our products and services, and meet customer demands. While
innovating, it is also critical to build network resilience to safeguard against the effects of extreme weather events, natural
disasters, grid disruptions, and technical issues.
Customer
relationships
Investing in customer experience improvements and expanding the number of digital and self-serve capability initiatives
available to our customers allows us to lower customer wait and resolution times, making the customer experience
convenient and cost-effective while also enabling our employees to focus their efforts where it is needed most.
Data privacy and
security
Protecting the privacy of information shared by employees, customers, and partners, as well as safeguarding against
threats to the security of their data, is a critical area of importance in maintaining trust.
Climate change
mitigation and
adaptation
Minimizing our impact on the climate through emissions reductions and energy efficiency, while also adapting to a
changing climate, helps enable us to be resilient in the face of potential operational and supply chain disruptions and a
changing regulatory environment, minimize damages to assets and infrastructure, and align with stakeholder values.
Talent attraction
and development
Investing in our employees through talent training, coaching, feedback, and development programs helps increase our
capacity for innovation while also building employee engagement and retention.
Diversity, equity,
inclusion, and
belonging
Fostering diversity, equity, inclusion, and belonging in our workforce is a catalyst that underpins employee engagement,
attraction, retention, innovation, creativity, and productivity.
Social impact of
products and
services
Developing innovative business models and product and services that are aligned to the needs and values of Canadians
helps enable us to ensure our business model not only connects Canadians when and where they want, but also
generates positive impact and societal value for communities.
Safety, well-being,
and labour
relations
Safeguarding the physical and mental health and well-being of our employees, while also strengthening their rights and
labour relations, is key to enabling our employees to thrive at work, thereby reducing turnover and minimizing downtime.
Indigenous,
community, and
socio-economic
relations
Supporting the economic resilience and prosperity of equity-deserving communities and small businesses helps
contribute to growth in key sectors and creates meaningful jobs for community members. We strive to be the “partner of
choice” for local and Indigenous communities and youth, creating cultural relationships and enabling positive social
impacts.
Product end-of-life
management
Maintaining responsible material stewardship standards assists us in increasing efficiency, lowering our environmental
impacts, and engaging stakeholders in digital solutions to transition towards a circular economy by providing cost-
effective and convenient ways to upgrade and return used products.
CONTRIBUTING TO A GLOBAL FRAMEWORK
Rogers is committed to specific UNSDGs, including demonstrating
our localized efforts towards these broader global goals, as
outlined below.
SDG 5: Gender equality – We strive to promote and embed
diversity, equity, inclusion, and belonging for our employees, our
communities, and stakeholders across our value chain. We achieve
this by providing learning and development programs for our
employees and investing in scholarships and grants focused on
equity-deserving youth, including women. See “Socio-Economic
Investment” and “Engaged People” for more information.
SDG 8: Decent work and economic growth – We invest in
communities and young Canadians by creating opportunities and
valuable work in communications, innovation, and technology to
achieve sustainable economic growth. We achieve this by
employing 24,000 people and by investing in programs that
support youth and vulnerable Canadians. See “Socio-Economic
Investment” and “Engaged People” for more information.
SDG 9: Industry, innovation and infrastructure – We strive to
develop resilient networks that support communities, businesses,
and individuals, while innovating to provide products and services
that enable better connections for Canadians. We achieve this by
continually investing in our networks and partnerships as we strive
to bring the best connectivity possible to Canadians. See “Network
Leadership and Resilience” for more information.
SDG 12: Responsible consumption and production – We strive
towards sustainable consumption and production by sourcing
responsible products, optimizing material use, and diverting waste
from landfills. We achieve this through robust waste management
programs and supply chain management. See “Product End-of-Life
Management” and “Procurement and Supplier Management” for
more information.
SDG 13: Climate action – We are committed to combating climate
change through our target of carbon net-zero, investing in energy
efficiency and renewable energy, and conducting our business in
an environmentally responsible manner. We achieve this through
meaningful changes in our operations to drive efficiency and
transition to the low carbon economy. See “Climate Change
Mitigation and Adaptation” for more information.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
30
MANAGEMENT’S DISCUSSION AND ANALYSIS
GOVERNANCE AND RISK FRAMEWORK
Rogers is a family-founded, family-controlled company. We take
pride in our proactive and disciplined approach to ensuring that
our governance structure and practices instill confidence in our
shareholders.
The Board is currently made up of fourteen 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 is responsible for overseeing the conduct of business
and affairs across the Company and supervising our management
team in carrying out their responsibilities. In addition to the Rogers
Business Conduct Policy, the Board has adopted the Directors
Code of Conduct and Ethics.
The Board exercises its responsibilities through direct action and
delegation to its eight standing committees, ensuring effective
oversight and accountability: Audit and Risk, Finance, Corporate
Governance, Pension, Executive, Nominating, Human Resources,
and ESG.
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, we knowingly take certain risks to generate
earnings and encourage innovation that advance us as a customer-
centric market leader. To maintain our reputation and trust, we
work to ensure the impacts (financial, operational, strategic,
regulatory, privacy, and cyber security) of our risk-taking activities
are understood and are in line with our strategic objectives and
company values. The Executive Leadership Team and the Audit and
Risk Committee are responsible for approving our enterprise risk
policies. See “Risk Management” for more information.
All employees must review and acknowledge their acceptance of
the Rogers Business Conduct Policy annually. We have
implemented several mandatory training programs to ensure
employees understand unethical and corrupt behaviour, and how
to avoid accidental privacy breaches. Employees who suspect any
violation of applicable laws or regulations, or who have concerns
about potential business, ethical, or financial misconduct, can
anonymously submit a report via the STAR Hotline, our corporate
whistleblower service.
Our Rogers Business Conduct Policy, robust compliance systems,
and support for our people ensure that accountability, risk
management, and controls are embedded at the right levels.
FINANCIAL AND OPERATING GUIDANCE
We provide consolidated annual guidance ranges for selected financial metrics on a basis consistent with the annual plans approved by
the Board.
2024 ACHIEVEMENTS AGAINST GUIDANCE
The following table outlines guidance ranges we had previously provided and our actual results and achievements for the selected full-
year 2024 financial metrics. On January 3, 2025, we issued a press release stating we expected annual total service revenue growth just
over 7% driven by weakness in Media revenue during the fourth quarter. On a full-year basis, competitive intensity in Wireless and Cable
impacted our full-year results relative to our 2024 guidance ranges.
(In millions of dollars, except percentages)
2023
Actual
2024 Guidance Ranges
2024
Actual
Achievement
Consolidated Guidance 1
Total service revenue
16,845
Increase of 8%
to
increase of 10%
18,066
7%
X
Adjusted EBITDA
8,581
Increase of 12%
to
increase of 15%
9,617
12%
✓
Capital expenditures 2
3,934
3,800
to
4,000
4,041
n/m
✓✓
Free cash flow
2,414
2,900
to
3,100
3,045
n/m
✓
Missed X
Achieved ✓
Exceeded ✓✓
n/m – not meaningful
1 The table outlines guidance ranges for selected full-year 2024 consolidated financial metrics provided in our February 1, 2024 earnings release. Guidance ranges presented as
percentages reflect percentage increases over full-year 2023 results.
2 Includes additions to property, plant and equipment net of proceeds on disposition and accrued government grants, but does not include expenditures for spectrum licences,
additions to right-of-use assets, or assets acquired through business combinations.
31 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS
2025 FULL-YEAR CONSOLIDATED GUIDANCE
For the full-year 2025, we expect healthy total service revenue and
adjusted EBITDA will drive sustained strong free cash flow. In 2025,
we expect to have the financial flexibility to maintain our network
advantages and to continue to return cash to shareholders.
(In millions of dollars, except
percentages)
2024
Actual
2025
Guidance Ranges 1
Total service revenue
18,066 Increase of 0% to increase of 3%
Adjusted EBITDA
9,617 Increase of 0% to increase of 3%
Capital expenditures 2
4,041
3,800 to 4,000
Free cash flow
3,045
3,000 to 3,200
1 Guidance ranges presented as percentages reflect percentage increases over full-
year 2024 results.
2 Includes additions to property, plant and equipment net of proceeds on disposition
and accrued government grants, but does not include expenditures for spectrum
licences, additions to right-of-use assets, or assets acquired through business
combinations.
The above table outlines guidance ranges for selected full-year
2025 consolidated financial metrics without giving effect to the
MLSE Transaction (see “MLSE Transaction”), any associated
financing, or any other associated transactions or expenses. These
ranges take into consideration our current outlook and our 2024
results. The purpose of the financial outlook is to assist investors,
shareholders, and others in understanding certain financial metrics
relating to expected 2025 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.
Key underlying assumptions
Our 2025 guidance ranges presented in “2025 Full-Year
Consolidated Guidance” are based on many assumptions
including, but not limited to, the following material assumptions for
the full-year 2025:
• continued competitive intensity in all segments in which we
operate consistent with levels experienced in 2024;
• no significant additional legal or regulatory developments, other
shifts in economic conditions, or macro changes in the
competitive environment affecting our business activities;
• overall wireless market penetration in Canada continues to grow
in 2025;
• continued subscriber growth in retail Internet;
• declining Television and Satellite subscribers, including the
impact of customers migrating to Rogers Xfinity TV from our
legacy Television product, as subscription streaming services and
other over-the-top providers continue to grow in popularity;
• in Media, continued growth in sports and similar trends in 2025
as in 2024 in other traditional media businesses;
• no significant sports-related work stoppages or cancellations will
occur;
• with respect to capital expenditures:
• similar
levels
of
capital
investment
associated
with
(i) expanding our 5G wireless network 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 Home
roadmap in 2025 and we make progress on our service
footprint expansion projects;
• a substantial portion of our 2025 US dollar-denominated
expenditures is hedged at an average exchange rate of
$1.34/US$;
• key interest rates remain relatively stable throughout 2025; and
• we retain our investment-grade credit ratings.
Our 2025 guidance ranges also do not incorporate any impact
arising from the application of tariffs by the USA on imports from
Canada and any retaliatory tariffs by the Canadian government.
Given the ever-evolving circumstances and the significant
uncertainty of the impacts that could arise from a potential trade
war, it is difficult to estimate the flow-through effects such events
might have on our economy.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
32
MANAGEMENT’S DISCUSSION AND ANALYSIS
Delivering on our Priorities
BUILD THE BIGGEST AND BEST NETWORKS IN THE COUNTRY
NETWORK LEADERSHIP AND RESILIENCE
We continually invest in our networks and technology to provide
our customers with industry-leading connectivity. We have invested
almost $70 billion in our networks over the last two decades,
including over $4 billion in 2024, and our 5G network now reaches
more than 2,500 communities across Canada.
As part of our investment, along with government partners,
through the Eastern Ontario Regional Network (EORN), our 5G
services are now available in more communities across Eastern
Ontario, with 161 new towers and 311 tower upgrades completed
since 2021. On British Columbia’s Highway 16, five new towers
were activated in 2024, providing 911 access for all travellers and
5G wireless coverage for our customers. With nine towers now in
service, we are providing 166 kilometres of 5G coverage on
Highway 16, closing most of the wireless gap between Prince
Rupert and Prince George.
Wireless
We have 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 5G network in Canada, reaching over 87% of the
Canadian population in over 2,500 communities as at
December 31, 2024 on our 5G/5G+ network alone;
• was the first LTE high-speed network in Canada, reaching 96% of
the Canadian population as at December 31, 2024 on our LTE
network alone;
• is supported by voice and data roaming agreements with
domestic and international carriers in more than 200
destinations, including LTE and a growing number of 5G
roaming operators;
• includes network sharing arrangements with two wireless
operators that operate in urban and rural parts of Canada; and
• we expect to bring satellite-to-mobile coverage nationwide to
ensure Canadians can stay connected in areas beyond the limits
of traditional wireless networks through our partnerships with
SpaceX and Lynk Global.
Highlights for our network in 2024 include:
• ranking as the most reliable wireless network in Canada by
umlaut in July;
• being named Canada’s most reliable wireless network and most
reliable Internet by Opensignal in July;
• testing 5G network slicing technology (moving network
operations from one “lane” to multiple lanes for wireless traffic),
which was the first nationwide live test of this industry-leading
technology in Canada;
• trialing 5G Cloud Radio Access Network (Cloud RAN)
technology, a critical component in the next generation of
wireless networks – marking the first deployment of this
technology over a commercial network at a live event in Canada;
• entering into a strategic partnership with SenseNet to help
communities in Western Canada better detect and respond to
wildfires, which will utilize the outcomes of our 5G research and
development partnerships with multiple Canadian universities;
• starting the next phase of construction of the cellular network in
the Toronto Transit Commission (TTC) subway system to connect
the remaining 36 kilometres of unconnected tunnels and to
expand 5G services and access to 911 for all riders; and
• ahead of the Taylor Swift concerts in 2024, investing $10 million
at BC Place and $8 million at Rogers Centre to enhance 5G
connectivity, allowing concertgoers to set a new record for single
event data usage at both venues.
We are continuously enhancing our IP service infrastructure for all
our wireless and wireline services. Advances in technology have
transformed the ways in which our customers interact and use the
variety of tools available to them in their personal and professional
lives. Technology has also changed the way businesses operate.
Our 5G network currently uses a combination of the 600 MHz,
1900 MHz, 2500 MHz, 3500 MHz, and AWS spectrum bands, and
is also aggregated with our LTE spectrum bands. In 2023, we
secured additional mid-band 3800 MHz spectrum licences in
Canada’s third 5G spectrum auction that will complement our
existing 3500 MHz 5G spectrum licences and our other low- and
mid-band spectrum licence holdings. These licences will allow us to
provide Canadians with even more coverage, speed, capacity, and
quality on our 5G/5G+ network. We have deployed dynamic
spectrum sharing, which allows our existing spectrum supporting
4G to also be used for 5G/5G+ networks, and our network also
supports 5G network slicing to provide customized services for
particular applications and customers.
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 be used for
LTE and 5G/5G+;
• acquiring additional radio spectrum through government
auctions and private sector transactions;
• densifying and expanding our wireless network with additional
macro cells, small cells, and in-building systems; 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 continual rapid growth in usage of broadband
wireless data services;
• support the expansion and maintenance of our 5G and 5G+
networks; and
• introduce new innovative network-enabled features and
functionality.
33 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS
Our spectrum holdings as at December 31, 2024 include:
Type of spectrum
Rogers licences
Who the licences support
600 MHz
20 to 40 MHz across Canada, covering 100% of the Canadian
population.
4G / 4.5G LTE, and 5G / 5G+
subscribers.
700 MHz
24 MHz in Canada’s major geographic markets, covering 99.7%
of the Canadian population.
4G / 4.5G LTE subscribers; future
5G / 5G+ subscribers.
850 MHz
25 MHz across Canada.
2G GSM, 3G HSPA, 4G / 4.5G LTE
subscribers; future 5G / 5G+
subscribers.
1900 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.
4G / 4.5G LTE, and 5G / 5G+
subscribers.
AWS 1700/2100 MHz
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.
4G / 4.5G LTE, and 5G / 5G+
subscribers.
2500 MHz
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 20 MHz TDD in key
population areas in Quebec, Ontario, and British Columbia, and
an additional 10 MHz in parts of rural British Columbia.
4G / 4.5G LTE, and 5G / 5G+
subscribers.
3500 MHz
Between 60 MHz and 80 MHz in large population centres, except
in Edmonton where Rogers holds 30 MHz. Rogers holds 20 MHz
to 90 MHz in rural areas.
Mobile 5G / 5G+ subscribers; fixed
wireless subscribers.
3800 MHz
Between 20 and 40 MHz in urban areas and 10 to 80 MHz in rural
areas, for a combined 100 MHz total across 3500 and 3800 MHz
in areas covering 99% of Canadians.
Mobile 5G / 5G+ subscribers; fixed
wireless subscribers.
We also have access to additional spectrum through the following network sharing agreements:
Type of spectrum
Type of network venture
Who it supports
2300 MHz
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.
4G fixed wireless subscribers.
Various
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.
2G GSM, 3.5G / 4G HSPA+, 4G LTE,
5G subscribers.
4G LTE subscribers.
Cable
Our expansive fibre and hybrid fibre-coaxial (HFC) cable network
delivers services to homes and businesses across Canada. This
transcontinental, facilities-based fibre-optic network with 116,000
kilometres of fibre optic cable is also used to service business
customers, including government and other telecommunications
service providers outside of our home markets. We also use our
extensive fibre network for backhaul for wireless cell site traffic. In
Canada, the network extends coast-to-coast and includes fibre,
both access and metro, and long haul, optical transmission systems
and IP routers in hubs and core sites. The network also extends to
the US from Vancouver south to Seattle; from the Manitoba-
Minnesota border through Minneapolis, Milwaukee, Chicago,
Detroit, and Sarnia; 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, video, and voice traffic.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
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MANAGEMENT’S DISCUSSION AND ANALYSIS
Our network is designed and engineered for performance and
redundancy and to allow for the simultaneous delivery of video,
voice, and Internet. Diverse fibre paths that interconnect hubs
provide redundancy to minimize disruptions that can result from
fibre cuts and other events.
Homes and commercial buildings are connected to the core
network through our multi-gigabit HFC and DOCSIS or ten gigabit
symmetrical passive optical network (XGS-PON) access networks.
We connect the HFC and PON nodes to the core network using
fibre optic cable and from the home to the node using coaxial
cable or fibre. Using 1.2GHz, 1 GHz, 860 MHz, and 750 MHz of
cable spectrum for our HFC networks in Western Canada, Ontario,
and Atlantic Canada, we deliver video, voice, and broadband
services to our customers.
We continually invest in our network to augment capacity, enhance
performance and resilience, reduce operating costs, and introduce
new features and functionality, including to keep pace with
evolving customer needs and demands. Our investments are
focused on:
• modernizing our HFC network to 1.2 GHz and subsequently
1.8 GHz in preparation for DOCSIS 4.0 (as the technology
becomes generally available), which will:
• expand cable spectrum capacity, delivering 2 Gbps download
speeds and 200 Mbps upload speeds nationally;
• lay the foundation for future DOCSIS 4.0 upgrades, which will
enable multi-gigabit download and upload speeds; and
• enhance network performance, quality, and resilience with
digital fibre optics and new higher radio frequency amplifiers;
• HFC node segmentation to reduce the number of homes
passed per HFC node, thereby increasing the bandwidth and
capacity per subscriber;
• increasing capacity per subscriber by enabling additional
DOCSIS 3.1 downstream and upstream channels and preparing
for the deployment of DOCSIS 4.0 that will support symmetrical
Gbps speeds and lower latency;
• expanding our fibre network connecting more homes, multiple
dwelling unit buildings, and business premises directly to fibre
and XGS-PON technology; and
• enhancing resilience by separating the wireless and wireline IP
core networks, adding equipment redundancy, and adding
additional fibre paths to protect against simultaneous outages.
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 connect more
Canadians and to expand our footprint. We are investing in the
next generation of broadband wireless data networks, such as
5G/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.
We continue to invest in and improve our cable network services;
for example, with technology to support multi-gigabit Internet
speeds, Rogers Xfinity Internet and TV, Rogers 4K TV, and a
significant commitment to live broadcasting in 4K, including
regular season Toronto Blue Jays home games 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 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 ten 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;
• two Tier III certified data centres in Alberta, including 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.
DELIVER EASY TO USE, RELIABLE PRODUCTS
AND SERVICES
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; and
• outbound telemarketing.
Cable
We distribute our residential cable products through various
channels, including:
• company-owned Rogers retail stores;
• an extensive independent dealer network;
• customer self-serve using rogers.com;
• our contact centres, outbound telemarketing, and door-to-door
agents; and
• major retail chains.
Our sales team and third-party dealers and retailers sell services to
the business, public sector, and carrier wholesale markets. An
extensive network of third-party channel distributors deals with IT
integrators, consultants, local service providers, and other indirect
35 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS
sales 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 national 12-year agreement with the NHL, which
runs through the 2025-2026 season, as well as regional
agreements, that allow us to deliver coverage of professional
hockey in Canada across television, smartphones, tablets, and
other streaming devices;
• broadcasting and distribution rights of the Toronto Blue Jays in
Canada through our ownership of the team;
• Sportsnet+, an OTT sports service, offering 24/7 access to
Sportsnet’s TV content;
• the MLB Network, a 24-hour network dedicated to baseball,
brought to Canada on Rogers television services;
• an 11-year broadcasting agreement with the NBA, which runs
through the 2025-2026 season, that allows us to deliver
coverage of professional basketball in Canada across television,
smartphones, tablets, and other streaming devices; and
• a long-term broadcast agreement with Ultimate Fighting
Championship (UFC) for media rights that allows Sportsnet to
stream live UFC events.
We are bringing the most-watched lifestyle and entertainment
content to Canadians on their platform of choice through multi-
year deals with Warner Bros. Discovery and NBCUniversal,
including:
• becoming the home of Warner Bros. Discovery’s suite of English-
language US lifestyle and factual brands, including HGTV, Food
Network, and much more; and
• launching Bravo in Canada, featuring riveting unscripted
programming, which will include new seasons of Bravo’s hit
franchise series.
SOCIAL IMPACTS OF PRODUCTS AND SERVICES
We are committed to developing innovative products and services
that meet the needs of Canadians while generating positive
impacts in our communities. Our responsible technology
approach, promotes the use of our technology to connect
Canadians and is anchored on the following principles:
• promoting safety and security;
• protecting data privacy;
• preventing technology from being misused;
• enabling equitable access;
• respecting human rights and treating people fairly; and
• being open, transparent, and accountable.
We use our 5G technology as a catalyst for positive change and to
drive the next generation of innovation. We make multi-million-
dollar investments in universities across Canada, such as the
University of British Columbia and the University of Waterloo, to
support research and innovation that will transform industries and
enhance Canadians’ lives. Through our partnerships, researchers
are tackling issues like gridlock (through smart transportation
systems to improve road safety), safety and productivity in
industries like mining, and resilience in critical infrastructure with 5G
sensor technology.
Recognizing the unique challenges faced by remote Indigenous
communities, we leverage our technology to improve healthcare
access and public safety in these regions. We also work with various
agencies to enhance public safety initiatives in both urban and rural
areas, including partnering with law enforcement and emergency
response organizations to develop advanced communication
systems and deploy 5G-powered tools that aid in crime prevention
and disaster response.
With the unprecedented impacts of climate change on
communities across the country, we expanded our support to help
Canadians, first responders, and governments in 2024. This
includes investing in industry-leading wildfire detection and
prevention technology that leverages our 5G network and
technology partnerships. We also introduced AI cameras powered
by our 5G network that can detect smoke up to 20 kilometres away.
We also announced a partnership with Nova Credit, a cross-border
credit bureau, to help newcomers to Canada build credit and
finance a new smartphone. This partnership has helped
newcomers build a strong financial foundation in Canada by
recognizing international credit histories from nine countries when
applying for a Rogers Red Mastercard, helping facilitate the
transition to their new home.
PRODUCT END-OF-LIFE MANAGEMENT
We have a duty to promote responsible material stewardship
through sustainable procurement, increased product efficiencies,
lower environmental impacts, and engaging customers in digital
solutions to help us transition towards a sustainable circular
economy. Across our supply chain, we seek opportunities to
optimize the recycling and return processes, aiming to promote
sustainable product production and responsible consumption.
Electronic recycling
We facilitate the collection, treatment, recycling, and proper
disposal of electronic waste. Through our collection and recycling/
reselling programs, we diverted 6.6 million electronic devices and
materials (over 9,400 metric tonnes) from landfill this year, of which
49% (or 3.2 million) were recycled and 51% (or 3.4 million) were
resold. We prioritize programs to refurbish and resell devices,
wherever possible, to maximize environmental benefits. We aim for
a 100% diversion rate from landfill for collected electronic waste
through various return programs; in 2024, we achieved this target.
In 2025, we expect to continue to strengthen our product return
programs and communications to further encourage our
customers and employees to return to us all end-of-initial-life
electronic devices and peripherals.
BE THE FIRST CHOICE FOR CANADIANS
CUSTOMER EXPERIENCE
We are committed to providing our customers with the best
experience possible and putting customer experience at the centre
of everything we do. We continuously enhance our processes,
tools, and team capabilities with the goal of making every customer
interaction simple, effective, and meaningful. This year, we
remained dedicated to identifying and deploying process
improvements to make the customer experience even better. We
delivered over 140 process improvements based on customer
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
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MANAGEMENT’S DISCUSSION AND ANALYSIS
feedback, including 50 to support improvements within our tools,
limiting contact minutes and improving efficiency.
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;
• 24/7 customer support handled by virtual assistant tools that
provide customers the option for live chat or scheduled
callbacks;
• implementation of Agent Assist, an AI-driven support tool to
provide agents with faster, more accurate responses;
• launched Live Adjustments Support, a new adjustment process
that streamlines and automates approvals for crediting accounts
and in turn reduces wait times;
• an innovative Integrated Voice Response (IVR) system that can
take calls in English, French, Mandarin, and Cantonese;
• voice authentication technology across all Rogers and Fido
contact centres that automatically identifies our registered
customers by their voice, increasing security and protecting
customers from potential fraud;
• a range of digital and self-serve tools designed to address
customer pain points, streamline processes, and make the most
efficient use of time, through tools like device guides, quick pay,
and tracking features, including:
• the ability for Fido and Rogers customers to complete price
plan changes, hardware upgrades, and other account updates
online;
• the ability for customers to install their Internet, TV, home
phone, home monitoring equipment, and Rogers Xfinity
Streaming 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;
• the launch of Resolution Lobby, a self-guided flow that helps
specialists resolve issues more efficiently and reduces ticket
escalations; and
• an online travel hub, with answers to our customers’ most
common roaming questions;
• the “We Speak Your Language” program, allowing us to serve
customers in over 100 languages at our retail stores;
• the Rogers Assist App, which allows our employees to act on
behalf of their loved ones, their friends, or another customer
expressing an ongoing concern with their service or an issue they
have been unable to resolve, by submitting issues directly to a
specialized Rogers Assist team;
• customer
support
available
over
Facebook
Messenger,
Instagram Direct Messenger, X (formerly Twitter), Apple Business
Messaging, and online chat through our websites;
• the “Resolve Your Concern” feature on our websites, providing
customers an additional method to resolve their concerns by
escalating their feedback to management with a committed
response time of 24 hours;
• enhancing our payment experience with accessibility best
practices and removing data charges for Video Relay Service,
making the customer experience for hearing impaired
customers more accessible;
• 24-month, $0 down, interest-free wireless device financing on
Rogers Infinite plans and through our Fido Payment Program;
• the Rogers Xfinity app for all Rogers Xfinity customers, giving
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;
• 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;
• 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;
• 36-month and 48-month device financing through the Rogers
Red Mastercard’s equal payment plan, allowing Rogers
customers to finance devices at 0% interest; and
• 5G connectivity in the TTC subway system to cover every station
(and select tunnels), so that our customers can continue to
stream, make plans, share location, and more while on the go.
DATA PRIVACY AND SECURITY
Safeguarding the privacy of customer and employee personal
information, network security, and promoting transparency are
some of our top priorities. We know customers need to trust that
we are taking all necessary steps to safeguard their privacy. We
make information about privacy and cybersecurity available to our
customers online and our Privacy Policy is provided to all customers
through our Service Agreements and Terms of Service.
Our cybersecurity practices are continually measured against
industry-leading frameworks, such as the National Institute of
Standards and Technology Cybersecurity Framework, which
maintains a robust cybersecurity program and improves critical
infrastructure. Where necessary, we make improvements to our
practices as we strive to maintain our robust programs.
Data governance
Through the Audit and Risk Committee, the Board oversees both
data security and privacy risks. Privacy issues are the responsibility of
our Chief Privacy Officer, with executive oversight by our Chief
Corporate Affairs Officer. Our Chief Technology Officer and our
Chief Information and Cyber Security Officer each have executive
responsibility over data security supported by technology, network
resilience, and cybersecurity leaders.
37 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS
We require our employees and third parties working for, or on
behalf of, us to comply with applicable privacy laws and industry
standards for cybersecurity. Every year, our employees complete
mandatory privacy, cybersecurity, and our Rogers Business
Conduct Policy training courses, each of which highlights privacy
and security responsibilities and practices, as applicable. We review
and enhance content annually for these training programs and we
regularly
conduct
simulated
phishing
exercises
with
our
employees.
We regularly engage independent, external auditors to assess PCI
DSS and SOC 2 compliance on our data centres. Our data centres
are ISO 27001 certified and we complete regular vulnerability
scanning, with third-party validation through external penetration
testing on applications.
Industry groups
We participate in several industry groups, associations, and
committees to promote the importance of privacy and
cybersecurity, such as the:
• Canadian Security Telecommunications Advisory Committee;
• Canadian Marketing Association’s Privacy and Data Committee;
• Canadian Wireless Telecommunications Association’s Privacy
and Security Committee;
• Canadian Anonymization Network; and
• International Association of Privacy Professionals Canadian
Advisory Board.
Rogers Cybersecure Catalyst
Working with Toronto Metropolitan University, we help develop the
Canadian cybersecurity ecosystem and fuel the country’s digital
economy through the Rogers Cybersecure Catalyst. Since its
inception, the Rogers Cybersecure Catalyst has empowered over
7,000 individuals and 500 organizations across the country through
its pioneering cybersecurity programs and initiatives. Through
training and certification programs, unique innovation programs for
start-ups and scale-ups, first-of-its-kind cyber range, fellowship
programs for academic and industry experts, and wide-ranging
public education programs, the Catalyst empowers individuals and
organizations to seize the opportunities and tackle the challenges
of cybersecurity.
BE A STRONG, NATIONAL COMPANY
INVESTING IN CANADA
FINANCIAL STRENGTH AND FLEXIBILITY
We have an investment-grade balance sheet and substantial
available liquidity of $4.8 billion as at December 31, 2024. 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
program, and long-term debt.
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 Shaw Transaction has had, and will continue to have, a
significant impact on our capital structure as we initially increased
our total debt by over $20 billion and our debt leverage ratio
increased significantly after closing.
Despite the significant impact from the Shaw Transaction, we
expect we will have sufficient capital resources to satisfy our
anticipated cash funding requirements in 2025, 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, our historically
strong access to capital markets (which we accessed in February
2025 to issue subordinated notes), and funds available to us under
credit facilities, our receivables securitization program, our US CP
program, and other bank facilities or debt issued. As at
December 31, 2024, there were no significant restrictions on the
flow of funds between RCI and its subsidiary companies.
In order to meet our stated objective of returning our debt leverage
ratio to approximately 3.5 within 36 months of closing the Shaw
Transaction, we intend to manage our debt leverage ratio through
combined operational efficiencies, organic growth in adjusted
EBITDA, proceeds from asset sales and monetizations, equity
financing, and debt repayment, as applicable.
We believe we can satisfy foreseeable additional funding
requirements through cash provided by operating activities and
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 Shares are widely held and actively trade
on the TSX and the NYSE with a combined average daily trading
volume of approximately 2.5 million shares in 2024. 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 2024, each share paid an annualized
dividend of $2.00.
During 2023, our dividend reinvestment plan (DRIP) was amended
to permit, at the Board’s discretion, a small discount from the
five-day volume-weighted average market price when shares are
issued from treasury under the DRIP. Previously, all Class B
Non-Voting Shares received by participants under the DRIP were
purchased in the Canadian open market with no discount.
SOCIO-ECONOMIC INVESTMENT
Our social impact programs make a meaningful and measurable
impact in communities across Canada. Working in partnership with
registered charities, non-profit organizations, academic institutions,
and Indigenous communities, we support programs that help
meet community needs. We invite our employees to join us in
making an impact and empower them through employee giving
and volunteering programs.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
38
MANAGEMENT’S DISCUSSION AND ANALYSIS
In 2024, we drove community benefits across Canada of over
$100 million. This includes $107 million directly invested (through
cash and in-kind support), or 4.7% of our pre-tax net income, and
an additional $39 million enabled through the Rogers Charity
Classic and Jays Care Foundation.
With a focus on investments in youth, building climate-resilient
communities, and economically empowering newcomers and
equity-deserving Canadians, we are dedicated to doing our part.
Some of the highlights of our impact this year include:
• our largest annual investment in Ted Rogers Community Grants
to date of nearly $3 million, having a positive impact on the lives
of over 100,000 youth;
• delivering corporate Canada’s largest scholarship program;
• entering into a strategic partnership with SenseNet to help
communities in Western Canada better detect and respond to
wildfires;
• planting 100,000 trees in burn zones, in partnership with Tree
Canada, to help better protect our forests in the future;
• announcing a new partnership with Nova Credit, a cross-border
credit bureau, to help newcomers to Canada build credit and
finance a new smartphone, making their transition easier;
• continuing to deliver Connected for Success, a program to
provide more affordable and accessible Internet and wireless
services available to over 2.5 million eligible low-income
Canadians;
• enabling Jays Care Foundation programming across Canada
from which over 50,000 children and youth benefited;
• supporting thousands more youth across Alberta through
$25.4 million raised by the annual Rogers Charity Classic;
• supporting Canada’s independent film and television producers
through contributions to the Rogers Group of Funds and the
Shaw Rocket Fund; and
• providing, through the Rogers Sports & Media All IN campaign,
almost 600 hours of customized campaigns to promote small
businesses, charities, and organizations that support equity-
deserving communities across our television, radio, and social
platforms.
We have also continued our commitment to engage with
Indigenous Peoples. By fostering connectivity, promoting cultural
understanding, and empowering Indigenous businesses and
individuals, we are driving progress and reconciliation in Canada.
This year, we:
• completed 50 kilometres of 5G cellular connectivity along
sections of Highway 16, known as the Highway of Tears,
providing critical access to wireless services and 911 for the first
time;
• established an Indigenous Journalism Team to empower
community members to tell their own stories;
• launched the Indigenous Community Ambassador program to
assist Rogers Sports & Media in covering local community and
sports events;
• maintained an all-Indigenous team within our Indigenous
Relations division to serve current and prospective Indigenous
customers in bridging the digital divide;
• continued membership in the Canadian Council for Indigenous
Business and the PAIR Certification Program, while providing
advice to First Nations on Indigenous-owned and operated ISPs;
• launched research and development pilots associated with
remote telehealth technologies and wildfire monitoring
capabilities;
• introduced a preferred pricing program for Indigenous wireless
customers; and
• launched an Indigenous Tax-Exemption Portal to streamline
billing for Status-holding customers.
ENGAGED PEOPLE
For our team of approximately 24,000 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 various initiatives;
• 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, including
through the launch of new, mandatory training for all employees
on accessibility and Indigenous cultural awareness; and
• providing a safe, collaborative, and agile workplace that provides
employees the tools and training to be successful.
Engaging our employees
When people feel connected, engaged, and supported, it
strengthens our ability to serve our customers and shareholders
while supporting the broader community as ambassadors of
Rogers. In 2024, we continued our Employee Listening Program,
providing data-driven insights on top strengths and opportunities
for employee engagement. We survey our employees quarterly to
measure five key aspects of the employee experience: clarity of
their role, their confidence in our Executive Leadership Team, their
perceived support from their manager, their sense of inclusion and
belonging, and their likelihood of recommending our products
and services. In 2024, 85% of employees said they had the support
they need to be successful and 86% of employees said that within
their team, they are comfortable being themselves.
Attracting and retaining top talent
We are focused on building a strong, inclusive, and diverse team
that reflects the communities and customers we serve by providing
competitive and equitable total compensation that considers
experience, responsibility, and local market conditions. We also
embed short- and long-term success into our compensation
practices.
Our
total
rewards
programs
include
monetary
compensation,
various
health-related
benefits,
and
wealth
accumulation programs. We are also committed to supporting
employees through every stage of life, including maternity,
adoption, and surrogacy benefits, in addition to child and elder
care services. We believe employees are our best product
ambassadors and we offer an employee discount program where
our team members can subscribe to our services at a discounted
rate. Through our company-wide Ted Rogers Awards program, our
Executive Leadership Team awarded top performers for living our
values, delivering on our priorities, and going above and beyond
for our customers, business, or communities.
39 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS
Committing to diversity and inclusion
Through our five-year DEIB strategy launched in 2020, we work to
embed a DEIB lens in everything we do, from how we recruit to
how we engage with our customers and the content we support.
The strategy is grounded in three strategic pillars of People,
Customer, and Community and is championed by our DEIB
Council, composed of business leaders and 11 volunteer Diversity
Groups representing various communities. We also amplify
leadership accountability through Diversity Dashboards that
provide leaders with a monthly view of their team diversity data to
help inform the specific actions needed to deliver against our
representation goals.
Key initiatives in 2024 included:
• conducting a comprehensive third-party review of our practices
and policies to help inform our next DEIB strategy;
• offering leadership development and sponsorship programs to
empower women and Black talent to excel while creating a
robust pipeline of leaders for executive roles;
• launching a three-part anti-racism learning series covering the
topics of oppression, discrimination, and racism in the
workplace;
• promoting inclusion with two new Downie-Wenjack Legacy
spaces in our Moncton and Calgary offices, the launch of a name
pronunciation tool, and the introduction of a pronoun-sharing
option in our applicant tool;
• delivering
on
our
accessibility
commitments,
including
accessible
communication
templates,
accessible
design
standards for our buildings, and improving the application
process for our customer accessibility discount;
• equipping recruiters and hiring managers with tools to identify
and eliminate bias in the hiring process, including a commitment
to provide a 50% diverse candidate slate to hiring managers for
open positions; and
• partnering with external groups to reach talent from various
communities.
Providing a safe, collaborative, and agile workplace
We design learning experiences for equity-deserving groups and
work to build a culture of inclusivity and belonging. We are
dedicated to developing targeted leadership programs and
workshops that empower employees to grow and drive
organizational success. At the same time, we continue to focus on
building specialized technical skills, increasing the level of business
readiness among employees, and reducing security risks, all while
prioritizing employee safety. Through these efforts, we aim to
equip our teams with the tools and knowledge needed to thrive in
today’s evolving workplace. In 2024, we hired almost 4,000 new
employees (both permanent and temporary), saw 45% internal
talent mobility, and invested $22 million into training and
development for our employees.
BE THE GROWTH LEADER IN OUR INDUSTRY
CLIMATE CHANGE MITIGATION AND ADAPTATION
We are dedicated to minimizing our contribution to climate
change by managing our energy and associated carbon emissions
through equipment decommissioning and replacements and
meaningful operational changes that enable a low-carbon
transition. Every year, we conduct a comprehensive analysis of our
greenhouse gas (GHG) emissions inventory, and our Climate
Change Steering Committee provides strategic leadership and
governs the implementation of our emission reduction efforts.
This year, we engaged a third-party consultant to initiate a formal
climate scenario analysis, which will further enhance our
understanding of the impacts of physical and transition climate risks
and opportunities across our operations. Once completed, the
results of the analysis will assist us in advancing our risk avoidance
strategies necessitated by extreme climate-related events such as
wildfires, extreme heat, storms, floods, and droughts.
In 2024, we were the first national carrier in Canada to have
approved science-based net-zero targets published by the Science
Based Targets Initiative (SBTi). The SBTi is a global organization for
corporate climate goals that validates submitted targets and action
plans to ensure they are in line with the Paris Agreement.
Our long-term net-zero targets are to reduce absolute Scope 1, 2,
and 3 GHG emissions to net-zero by 2050 with a base year of 2019.
Near-term targets are to reduce absolute Scope 1 and 2 emissions
by 50.2% by 2030 with a base year of 2019. We are also targeting
80% of our suppliers by spend to set their own science-based
targets by 2029.
Our action plan will aim to deliver on environmental targets in four
key areas:
• increasing energy efficiencies across our operations and
network;
• transitioning our fleet to electric and hybrid vehicles;
• expanding use of renewable energy opportunities; and
• engaging suppliers towards adopting low-carbon practices and
setting their own science-based targets.
Emission reductions
Driven by an increase in electricity use (primarily in our owned
buildings, many of which contain network operations) and an
unfavourable increase in emission factors in Ontario, our market-
based Scope 1 and 2 emissions increased by 8% compared to last
year; however, our market-based Scope 1 and 2 GHG emissions
intensity, measured in tonnes of CO2 equivalent emitted per
petabyte of network traffic (tCO2e/PB), has decreased by 2%
compared to last year.
Compared to our 2019 base year (which has been updated for
Shaw’s 2019 emissions), we have reduced our market-based Scope
1 and 2 emissions by 20%, on track with our target annual
emissions reduction trajectory. We have also reduced our total
Scope 1 and 2 GHG emissions intensity by 67% compared to
2019. These reductions reflect efficiency gains we have achieved
optimizing data centres, upgrading and retrofitting buildings,
consolidating our real estate footprint, managing our fleet and
vehicle replacements, exploring renewable energy alternatives, and
the public grid decarbonization efforts.
In alignment with our SBTi target, we have expanded our reporting
of applicable Scope 3 emissions this year, which account for 91% of
our total emissions. Compared to our 2019 base year, we have
reduced our Scope 3 emissions by 23%. To further reduce our
Scope 3 emissions, we continue to engage with our key suppliers
to assist them in setting their own science-based targets, including
through our Ethical Procurement Practices (EPP) survey and our
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
40
MANAGEMENT’S DISCUSSION AND ANALYSIS
Supplier Code of Conduct. We also collaborated with the
Canadian Business for Social Responsibility (CBSR) and two of our
industry peers to determine a telecommunications industry
approach to engaging with and assisting our supply chain in
measuring and establishing their own SBTi GHG emission
reduction targets.
Energy efficiency
Because
many
of
our
buildings
house
energy-intensive
broadcasting and television/radio network operations, coupled
with the ongoing expansion of our wireless and cable networks
across Canada, optimizing our energy consumption is essential to
the success and sustainability of our business. As such, we are
prioritizing energy efficiency across our operations as the
cornerstone of our emission reduction strategy, investing in
technologies and innovative solutions to drive meaningful
progress.
In 2024, we consumed 6.1 million gigajoules of energy, an increase
of 4% compared to last year; however, our energy use intensity
(measured in gigajoules per petabyte of network traffic (GJ/PB))
decreased by 6%. Compared to our 2019 base year, our energy
use increased by 10% while our energy use intensity decreased
by 55%.
Efforts to reduce our energy use include investments in capital
projects and driving operational efficiencies. The most impactful
energy efficiency projects this year included ongoing LED lighting
retrofits and HVAC replacement within our office buildings and
2G/3G modernization and small cell site management across our
network. We also achieve efficiencies through decommissioning
end-of-life network equipment and addressing energy and
decarbonization audit findings performed at select buildings.
Fleet electrification
In 2024, we continued to focus on hybrid, plug-in hybrid, and
electric vehicles where operationally possible and we were
successful in deploying an additional 30 of these vehicles (bringing
our fleet total to 94), which contributed to lower annual fuel
consumption and associated GHG emission reductions. GHG
emission reductions also continue to be achieved through our fleet
management strategy that utilizes telematics data to optimize our
fleet by replacing aging or poor-performing vehicles with more
efficient ones.
Renewable energy
We continue to evaluate opportunities to invest in more renewable
energy sources at our sites. By the end of 2024, we had benefited
from renewable solar energy generated by Capital Power’s
Clydesdale Solar facility in Alberta through a virtual power purchase
agreement (VPPA) entered into by Shaw prior to our closing the
Shaw Transaction. This VPPA entitles us to the benefits of 38% of
the total facility generation (or approximately 58,000 MWh per
year), providing us with renewable energy credits representing an
expected 29,762 tCO2e over the life of the agreement. The VPPA
is a derivative instrument; see “Financial Risk Management” for
more information.
We also continued to work to provide sustainable off-grid
renewable energy in rural and remote cell sites across Canada. This
year, four additional solar projects were deployed in Alberta and
Saskatchewan. Through electricity grid decarbonization, our VPPA,
and renewable capital investments, 52.6% of our total electricity use
was generated from renewable sources in 2024.
SAFETY, WELL-BEING, AND LABOUR RELATIONS
Through navigating change, empowering safety leadership,
elevating emergency readiness, and promoting well-being, we are
helping our employees remain safe, healthy, and resilient. We
follow all applicable labour laws in Canada.
Enhancing safety management
This year, we continued to enrich our safety management systems
by
standardizing
hazard
training
curriculums,
inspection
procedures, job processes, tools and equipment, and information
systems, as well as enhancing our contracting safety program.
Additionally, we successfully achieved the Canadian Federation of
Construction Safety Associations Certificate of Recognition in
Western Canada.
Supporting well-being
Guided by our five pillars of well-being (mental, physical, social,
work, and financial), we maintained a strategy focused on
supporting leaders, employee-driven well-being initiatives, and
accessibility. We provide employees and their families with access
to an array of best-in-class well-being programming, tools, and
benefits, such as:
• mental health benefits, including the launch of an expanded
employee family assistance benefit offer in partnership with
Homewood Health;
• programs focused on physical health, including continued
access to Maple Virtual Health, in-person gym services, and
supporting increased awareness around corporate health service
programs;
• health care benefits, including increased mental health benefits
and the development of an adoption and surrogacy benefit; and
• financial benefits, including the opportunity to participate in our
pension plan, employee share accumulation plan (ESAP),
registered retirement savings plan (RRSP), and tax-free savings
account (TFSA) programs with elements of employer matching
for contributions made by employees.
PROCUREMENT AND SUPPLIER MANAGEMENT
Our third-party Supplier Code of Conduct outlines the ethical
conduct, anti-bribery practices, labour standards, protection of
human rights, and environmental, health, and safety management
we expect from our suppliers. This includes ensuring they do not
employ forced labour or child labour, they comply with applicable
wage laws, and they respect local workweek regulations.
Additionally, we emphasize the importance of adhering to
international human rights standards as reflected in documents
such as the Universal Declaration of Human Rights, the UN Guiding
Principles on Business and Human Rights, the UN Declaration on
the Rights of Indigenous Peoples, and Canadian human rights
laws.
We currently use the UN Guiding Principles on Business and
Human Rights as a framework for managing and mitigating human
rights risks in our supply chain. In doing so, we identify
geographies, materials, and potential suppliers at risk, and
41 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS
implement strategies to leverage and remedy these risks. As part of
ensuring compliance with our Supplier Code of Conduct and
corporate principles, we conduct an annual EPP survey.
After updating our Supplier Code of Conduct and EPP survey this
year to address emerging concerns, including modern slavery and
greenwashing, we now require suppliers to report annually to us on
their own compliance, as well as that of their supply chain. Our
primary focus has been on reviewing supplier responses to the EPP
survey, collaborating with key suppliers to identify and mitigate
risks, and enhancing our supply chain transparency and
accountability by refining policies, procedures, contract language,
service level agreements, and our internal “Know Your Role When
Working with Suppliers” training for employees.
As part of our Third-Party Risk Management Program, we
categorize our suppliers as strategic, preferred, or approved to
identify critical suppliers. In 2024, we collaborated with suppliers in
41 different countries, with 73% of our suppliers headquartered in
Canada and 23% based in the US, that maintain similar stringent
ethical standards based on the UN Global Compact participant
companies and country networks.
We are also committed to fostering diversity and inclusion within
our supply chain. In 2024, we expanded the number of certified
diverse suppliers we work with and collaborated with our “Tier 1”
suppliers and industry partners to develop and enhance their
diversity programs. As a result, we increased the number of
certified diverse suppliers we directly engage with to 426
(2023 – 380), spending $226 million on their products and services
in 2024 (2023 – $206 million).
Through these initiatives, we strive to identify and manage risks in
our supply chain as part of our conscious leadership approach,
ensuring that our practices align with our ethical principles and the
protection of human rights.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
42
MANAGEMENT’S DISCUSSION AND ANALYSIS
2024 Financial Results
See “Accounting Policies” in this MD&A and the notes to our 2024
Audited
Consolidated
Financial
Statements
for
important
accounting policies and estimates as they relate to the following
discussion.
We use several key performance indicators to measure our
performance against our strategy and the results of our peers and
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.
SUMMARY OF CONSOLIDATED RESULTS
Years ended December 31
(In millions of dollars, except margins and per share amounts)
2024
2023
% Chg
Revenue
Wireless
10,595
10,222
4
Cable
7,876
7,005
12
Media
2,484
2,335
6
Corporate items and intercompany eliminations
(351)
(254)
38
Revenue
20,604
19,308
7
Total service revenue 1
18,066
16,845
7
Adjusted EBITDA
Wireless
5,312
4,986
7
Cable
4,518
3,774
20
Media
84
77
9
Corporate items and intercompany eliminations
(297)
(256)
16
Adjusted EBITDA
9,617
8,581
12
Adjusted EBITDA margin
46.7%
44.4%
2.3 pts
Net income
1,734
849
104
Basic earnings per share
$
3.25
$
1.62
101
Diluted earnings per share
$
3.20
$
1.62
98
Adjusted net income
2,719
2,406
13
Adjusted basic earnings per share
$
5.09
$
4.60
11
Adjusted diluted earnings per share 2
$
5.04
$
4.59
10
Capital expenditures
4,041
3,934
3
Cash provided by operating activities
5,680
5,221
9
Free cash flow
3,045
2,414
26
1 As defined. See “Key Performance Indicators”.
2 Adjusted diluted earnings per share is a non-GAAP ratio. Adjusted net income is a non-GAAP financial measure and is a component of adjusted diluted earnings per share. 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.
43 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS
WIRELESS
ROGERS IS CANADA’S LARGEST PROVIDER OF
WIRELESS COMMUNICATIONS SERVICES
As at December 31, 2024, we had:
• approximately 11.9 million wireless mobile phone subscribers;
and
• approximately one-third subscriber and revenue share of the
Canadian wireless market.
WIRELESS FINANCIAL RESULTS
Years ended December 31
(In millions of dollars, except margins)
2024
2023
% Chg
Revenue
Service revenue
8,041
7,764
4
Equipment revenue
2,487
2,420
3
Revenue from external customers
10,528
10,184
3
Service revenue from internal customers
67
38
76
Revenue
10,595
10,222
4
Operating expenses
Cost of equipment
2,489
2,396
4
Other operating expenses
2,794
2,840
(2)
Operating expenses
5,283
5,236
1
Adjusted EBITDA
5,312
4,986
7
Adjusted EBITDA margin 1
65.5%
63.9%
1.6 pts
Capital expenditures
1,596
1,625
(2)
1 Calculated using service revenue.
WIRELESS SUBSCRIBER RESULTS 1
Years ended December 31
(In thousands, except churn and
mobile phone ARPU)
2024
2023
Chg
Postpaid mobile phone 2,3,4
Gross additions
1,914
2,007
(93)
Net additions
380
674
(294)
Total postpaid mobile phone subscribers 5 10,768
10,498
270
Churn (monthly)
1.21%
1.11%
0.10 pts
Prepaid mobile phone 2,6
Gross additions
534
867
(333)
Net additions (losses)
132
(50)
182
Total prepaid mobile phone subscribers 5
1,106
1,111
(5)
Churn (monthly)
3.17%
6.12%
(2.95 pts)
Mobile phone ARPU (monthly) 7
$ 57.98
$ 57.86
$
0.12
1 Subscriber counts and subscriber churn are key performance indicators. See “Key
Performance Indicators”.
2 Effective as of the noted dates, and on a prospective basis, we made the following
adjustments to our mobile phone subscriber bases as we stopped selling new plans
for the services as of the noted dates. Effective January 1, 2024, we adjusted our
postpaid mobile phone subscriber base to remove 110,000 Cityfone subscribers and
we adjusted our prepaid mobile phone subscriber base to remove 56,000 Fido
prepaid subscribers. Effective October 1, 2024, we adjusted our prepaid mobile
phone subscriber base to remove 81,000 Rogers prepaid subscribers. We believe
these adjustment more meaningfully reflect the underlying organic subscriber
performance of our postpaid and prepaid mobile phone businesses.
3 On April 3, 2023, we acquired approximately 501,000 postpaid mobile phone
subscribers as a result of our acquisition of Shaw, which are not included in net
additions, but do appear in the ending total balances for December 31, 2023. As at
December 31, 2023, we had completed migrating these subscribers to the Rogers
network; there were 18,000 deactivated subscribers that could not be migrated and
were therefore removed from our postpaid mobile phone subscriber base effective
December 31, 2023.
4 Effective April 1, 2023, we adjusted our postpaid mobile phone subscriber base to
remove 51,000 subscribers relating to a wholesale account.
5 As at end of period.
6 Effective December 1, 2023, we adjusted our Wireless prepaid subscriber base to
remove 94,000 subscribers as a result of a change to our deactivation policy from 90
days to 30 days.
7 Mobile phone ARPU is a supplementary financial measure. See “Non-GAAP and
Other Financial Measures” for an explanation as to the composition of 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.
Service revenue
Service revenue includes revenue derived from voice and data
services from:
• postpaid and prepaid monthly fees;
• roaming and other usage-based charges; and
• certain other fees and charges.
The 4% increase in service revenue this year was primarily a result of
the cumulative impact of growth in our mobile phone subscriber
base over the past year, including our evolving mobile phone plans
that increasingly bundle more services in the monthly service fee.
The decrease in total gross and net additions this year was a result
of a less active market, slowing population growth as a result of
changes to government immigration policies, and our focus on
attracting subscribers to our premium 5G Rogers brand.
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.
The 3% increase in equipment revenue this year was a result of:
• an increase in new subscribers purchasing devices; and
• a continued shift in the product mix towards higher-value
devices; partially offset by
• lower device upgrades by existing customers.
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 4% increase in the cost of equipment this year was a result of
the equipment revenue changes discussed above.
The 2% decrease in other operating expenses this year was
primarily a result of lower costs associated with productivity and
efficiency initiatives.
ADJUSTED EBITDA
The 7% increase in adjusted EBITDA this year was a result of the
revenue and expense changes discussed above.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
44
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, 2024, we had:
• approximately 4.3 million retail Internet subscribers;
• approximately 2.6 million Video subscribers; and
• a network passing approximately 10.2 million homes across
Canada.
CABLE FINANCIAL RESULTS
Years ended December 31
(In millions of dollars, except margins)
2024
2023
% Chg
Revenue
Service revenue
7,750
6,921
12
Equipment revenue
51
43
19
Revenue from external customers
7,801
6,964
12
Service revenue from internal customers
75
41
83
Revenue
7,876
7,005
12
Operating expenses
Cost of equipment
51
55
(7)
Other operating expenses
3,307
3,176
4
Operating expenses
3,358
3,231
4
Adjusted EBITDA
4,518
3,774
20
Adjusted EBITDA margin
57.4%
53.9%
3.5 pts
Capital expenditures
1,939
1,865
4
CABLE SUBSCRIBER RESULTS 1
Years ended December 31
(In thousands, except ARPA and
penetration)
2024
2023
Chg
Homes passed 2,3
10,205
9,943
262
Customer relationships
Net additions (losses)
47
(2)
49
Total customer relationships 2,3,4
4,683
4,636
47
ARPA (monthly) 5
$140.12
$142.58
($
2.46)
Penetration 2
45.9%
46.6%
(0.7 pts)
Retail Internet
Net additions
111
77
34
Total retail Internet subscribers 2,3,4
4,273
4,162
111
Video
Net additions
(134)
15
(149)
Total Video subscribers 2,3
2,617
2,751
(134)
Home Monitoring
Net losses
44
(12)
56
Total Home Monitoring subscribers 2
133
89
44
Home Phone
Net losses
(122)
(116)
(6)
Total Home Phone subscribers 2,3
1,507
1,629
(122)
1 Subscriber results are key performance indicators. See “Key Performance Indicators”.
2 As at end of period.
3 On April 3, 2023, we acquired approximately 1,961,000 retail Internet subscribers,
1,203,000 Video subscribers, 890,000 Home Phone subscribers, 4,935,000 homes
passed, and 2,191,000 customer relationships as a result of the Shaw Transaction. On
November 1, 2023, we acquired approximately 22,000 retail Internet subscribers,
8,000 Video subscribers, 19,000 Home Phone subscribers, 8,000 homes passed, and
30,000 customer relationships as a result of our acquisition of Comwave. None of
these subscribers are included in net additions.
4 Effective October 1, 2023, and on a prospective basis, we reduced our retail Internet
subscriber base by 182,000 and our customer relationships by 173,000 to remove
Fido Internet subscribers as we stopped selling new plans for this service as of that
date. Given this, we believe this adjustment more meaningfully reflects the underlying
organic subscriber performance of our retail Internet business.
5 ARPA is a supplementary financial measure. See “Non-GAAP and Other Financial
Measures” for an explanation as to the composition of this measure.
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 home monitoring products;
• modem, television set-top box, and other equipment rental fees;
• IPTV, digital cable, and direct-to-home satellite 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.
The 12% increase in Cable service revenue this year was a result of:
• the completion of the Shaw Transaction in April 2023, which
contributed an incremental approximately $1 billion in the first
quarter of 2024; partially offset by
• the impact of declines in our Video subscriber base this year;
and
• ongoing competitive promotional intensity.
The lower ARPA this year was primarily a result of competitive
promotional activity.
Equipment revenue
Equipment revenue includes revenue generated from the sale of
television set-top boxes, Internet modems and other equipment,
and home monitoring equipment.
OPERATING EXPENSES
We record Cable operating expenses in three categories:
• the cost of programming;
• the cost of equipment revenue (including 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 4% increase in operating expenses this year was a result of a
full year of results for the Shaw Transaction, which closed in April
2023, partially offset by ongoing cost efficiency initiatives.
ADJUSTED EBITDA
The 20% increase in adjusted EBITDA this year was a result of the
revenue and expense changes described above.
45 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS
MEDIA
DIVERSIFIED CANADIAN MEDIA COMPANY
We have a broad portfolio of media properties, which most
significantly includes:
• sports media and entertainment, such as Sportsnet
(Canada’s number-one sports media brand) 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
Years ended December 31
(In millions of dollars, except margins)
2024
2023
% Chg
Revenue from external customers
2,215
2,086
6
Revenue from internal customers
269
249
8
Revenue
2,484
2,335
6
Operating expenses
2,400
2,258
6
Adjusted EBITDA
84
77
9
Adjusted EBITDA margin
3.4%
3.3%
0.1 pts
Capital expenditures
263
250
5
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.
The 6% increase in revenue this year was primarily a result of:
• higher sports-related revenue, including at the Toronto Blue Jays
and from higher subscriber revenue; partially offset by
• lower Today’s Shopping Choice revenue.
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 6% increase in operating expenses this year was a result of:
• higher Toronto Blue Jays expenses, including player payroll and
game day-related costs; and
• higher programming and production costs; partially offset by
• lower Today’s Shopping Choice cost of goods sold, in line with
lower revenue.
ADJUSTED EBITDA
The 9% increase in adjusted EBITDA this year was a result of the
revenue and expense changes described above.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
46
MANAGEMENT’S DISCUSSION AND ANALYSIS
CAPITAL EXPENDITURES
Capital expenditures are significant and have a material impact on
our cash flows; therefore, our management teams focus on
planning, funding, and managing them. 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.
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.
Years ended December 31
(In millions of dollars, except capital
intensity)
2024
2023
% Chg
Wireless
1,596
1,625
(2)
Cable
1,939
1,865
4
Media
263
250
5
Corporate
243
194
25
Capital expenditures 1
4,041
3,934
3
Capital intensity 2
19.6%
20.4% (0.8 pts)
1 Includes additions to property, plant and equipment net of proceeds on disposition
and accrued government grants, but does not include expenditures for spectrum
licences, additions to right-of-use assets, or assets acquired through business
combinations.
2 Capital intensity is a supplementary financial measure. See “Non-GAAP and Other
Financial Measures” for an explanation as to the composition of this measure.
One of our objectives is to build the biggest and best networks in
the country. As we continually work towards this, we once again
spent more on our networks this year than we have in the past
several years. We continue to expand the reach and capacity of our
5G network (the largest 5G network in Canada as at December 31,
2024) across the country. We also continue to invest in fibre
deployments, including fibre-to-the-home (FTTH), in our cable
network and we are expanding our network footprint to reach
more homes and businesses, including in rural, remote, and
Indigenous communities.
These investments will strengthen network resilience and stability
and will help us bridge the digital divide by expanding our network
further into rural and underserved areas through participation in
various programs and projects.
WIRELESS
The decrease in capital expenditures in Wireless this year was a
result of capital efficiencies as we progressed with 5G network
expansion. We remain committed to expanding and enhancing
our wireless network through continued strategic investments in
network development and 5G deployment. We are actively
deploying advanced spectrum assets, including the newly acquired
3800 MHz licences, alongside the ongoing rollout of 3500 MHz
spectrum. These investments build on our existing 5G infrastructure
in the 600 MHz spectrum band, enabling greater speed, lower
latency, and improved reliability for customers across urban and
rural areas. Additionally, we successfully completed Canada’s first
national live trial of 5G network slicing in 2024.
CABLE
The increase in capital expenditures in Cable this year reflects a full
year of results for the Shaw Transaction. We are growing our
network through expanded fibre deployments to increase our
FTTH distribution and to extend our service footprint. At the same
time, we are enhancing our cable network by upgrading our
DOCSIS 3.1 platform as we transition to DOCSIS 4.0. This evolution
will improve network resilience, stability, and capacity while
delivering faster speeds. As part of this upgrade, we are rolling out
mid-split technology (which has a greater number of frequencies
than older technology and also allocates a greater number of
frequencies to uploading data) in Ontario and Eastern Canada,
significantly increasing upload speeds. These advancements
leverage the latest technologies to provide greater bandwidth,
improved performance, and an enhanced customer experience as
we advance our connected home roadmap.
MEDIA
The increase in capital expenditures in Media this year was a result
of higher Toronto Blue Jays stadium infrastructure-related
expenditures associated with the completion of the multi-year
Rogers Centre modernization project.
CORPORATE
The increase in corporate capital expenditures this year was a result
of higher investments in our corporate information technology
infrastructure.
CAPITAL INTENSITY
Capital intensity decreased this year as a result of the revenue and
capital expenditure changes discussed above.
47 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS
REVIEW OF CONSOLIDATED PERFORMANCE
This section discusses our net income and other expenses that do
not form part of the segment discussions above.
Years ended December 31
(In millions of dollars)
2024
2023
% Chg
Adjusted EBITDA
9,617
8,581
12
Deduct (add):
Depreciation and amortization
4,616
4,121
12
Restructuring, acquisition and other
406
685
(41)
Finance costs
2,295
2,047
12
Other (income) expense
(6)
362
n/m
Income tax expense
572
517
11
Net income
1,734
849
104
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)
2024
2023
% Chg
Depreciation of property, plant and
equipment
3,665
3,331
10
Depreciation of right-of-use assets
408
371
10
Amortization
543
419
30
Total depreciation and amortization
4,616
4,121
12
Total depreciation and amortization increased this year, primarily as
a result of the property, plant and equipment, right-of-use assets,
and customer relationship intangible assets acquired through the
Shaw Transaction in April 2023.
RESTRUCTURING, ACQUISITION AND OTHER
Years ended December 31
(In millions of dollars)
2024
2023
% Chg
Restructuring, acquisition and other
excluding Shaw Transaction-related
costs
276
365
(24)
Shaw Transaction-related costs
130
320
(59)
Total restructuring, acquisition and other
406
685
(41)
The restructuring, acquisition and other costs excluding the Shaw
Transaction-related costs in 2023 and 2024 include severance and
other departure-related costs associated with the targeted
restructuring of our employee base, including costs associated with
voluntary departure programs. These costs also included costs
related to real estate rationalization programs, an impairment of
our radio broadcast licences (in 2024), and transaction costs related
to other completed and potential acquisitions and other corporate
transactions.
The Shaw Transaction-related costs in 2023 and 2024 consisted of
incremental costs supporting acquisition (in 2023) and integration
activities (in 2023 and 2024) related to the Shaw Transaction. This
includes significant costs in the second quarter of 2023 relating to
closing-related fees, the Shaw Transaction-related employee
retention program, and the cost of the tangible benefits package
related to the broadcasting portion of the Shaw Transaction.
FINANCE COSTS
Years ended December 31
(In millions of dollars)
2024
2023
% Chg
Total interest on borrowings 1
2,022
1,981
2
Interest earned on restricted cash and
cash equivalents
–
(149)
(100)
Interest on borrowings, net
2,022
1,832
10
Interest on lease liabilities
137
111
23
Interest on post-employment benefits
liability
(5)
(13)
(62)
Loss (gain) on foreign exchange
222
(111)
n/m
Change in fair value of derivative
instruments
(205)
108
n/m
Capitalized interest
(36)
(38)
(5)
Deferred transaction costs and other
160
158
1
Total finance costs
2,295
2,047
12
1 Interest on borrowings includes interest on short-term borrowings and on long-term
debt.
The 12% increase in finance costs this year was primarily a result of:
• the interest earned on restricted cash and cash equivalents in
2023, as we used these funds to partially fund the Shaw
Transaction on April 3, 2023;
• higher interest on lease liabilities; and
• higher interest expense associated with the long-term debt
assumed through the Shaw Transaction; partially offset by
• the repayment at maturity of senior notes in March 2023,
October 2023, November 2023, January 2024, and March 2024
at different underlying interest rates; and
• lower interest expense associated with refinancing a significant
portion of the borrowings under our term loan facility with senior
notes issued in September 2023 and February 2024.
Foreign exchange and change in fair value of derivative instruments
We recognized $222 million in net foreign exchange losses in 2024
(2023 – $111 million in net gains). These losses were primarily
attributed to our $6 billion term loan facility, our non-revolving
credit facility, and our US CP program borrowings.
These foreign exchange losses were offset by the $205 million gain
related
to
the
change
in
fair
value
of
derivatives
(2023 – $108 million loss) 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.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
48
MANAGEMENT’S DISCUSSION AND ANALYSIS
OTHER (INCOME) EXPENSE
The decrease in other expense this year was primarily a result of a
$422 million loss related to the change in the value of one of our
joint venture’s obligations to purchase at fair value the
non-controlling interest in one of its investments recorded in the
prior year.
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.
Years ended December 31
(In millions of dollars, except tax rates)
2024
2023
Statutory income tax rate
26.2%
26.2%
Income before income tax expense
2,306
1,366
Computed income tax expense
604
358
Increase (decrease) in income tax
expense resulting from:
Non-(taxable) deductible stock-
based compensation
(13)
9
Revaluation of deferred tax
balances due to corporate
reorganization-driven change in
income tax rate
–
52
Non-taxable income from security
investments
–
(16)
Non-deductible loss on joint
venture’s non-controlling
interest purchase obligation
–
111
Other items
(19)
3
Total income tax expense
572
517
Effective income tax rate
24.8%
37.8%
Cash income taxes paid
545
439
Our effective income tax rate this year was 24.8% compared to
37.8% for 2023. In 2024, our effective income tax rate was lower
than the statutory income tax rate as a result of non-taxable stock-
based compensation and changes in prior year estimates. The
effective income tax rate for 2023 was higher than the statutory
income tax rate as a result of the non-deductible loss on one of our
joint venture’s obligation to purchase at fair value the
non-controlling interest and the revaluation of deferred tax
balances due to a corporate reorganization-driven change in
income tax rate.
NET INCOME
Net income was 104% higher than last year. See “Key Changes in
Financial Results Year Over Year” for more information.
Years ended December 31
(In millions of dollars, except per
share amounts)
2024
2023
% Chg
Net income
1,734
849
104
Basic earnings per share
$ 3.25
$1.62
101
Diluted earnings per share
$ 3.20
$1.62
98
ADJUSTED NET INCOME
Adjusted net income was 13% higher compared to 2023, primarily
as a result of higher adjusted EBITDA, partially offset by higher
depreciation and amortization and higher finance costs, both
associated with the Shaw Transaction.
Years ended December 31
(In millions of dollars, except per
share amounts)
2024
2023
% Chg
Adjusted EBITDA
9,617
8,581
12
Deduct (add):
Depreciation and amortization 1
3,699
3,357
10
Finance costs
2,295
2,047
12
Other income 2
(6)
(60)
(90)
Income tax expense 3
910
831
10
Adjusted net income 1
2,719
2,406
13
Adjusted basic earnings per share
$ 5.09
$ 4.60
11
Adjusted diluted earnings per share
$ 5.04
$ 4.59
10
1 Our calculation of adjusted net income excludes depreciation and amortization on
the fair value increment recognized on acquisition of Shaw Transaction-related
property, plant and equipment and intangible assets. For purposes of calculating
adjusted net income, we believe the magnitude of this depreciation and
amortization, which was significantly affected by the size of the Shaw Transaction, may
have no correlation to our current and ongoing operating results and affects
comparability between certain periods. Depreciation and amortization excludes
depreciation and amortization on Shaw Transaction-related property, plant and
equipment and intangible assets of $917 million (2023 – $764 million). Adjusted net
income includes depreciation and amortization on the acquired Shaw property, plant
and equipment and intangible assets based on Shaw’s historical cost and
depreciation policies.
2 Other income for the year ended December 31, 2023 excludes a $422 million loss
related to one of our joint venture’s obligation to purchase at fair value the
non-controlling interest in one of its investments.
3 Income tax expense excludes a $338 million recovery (2023 – $366 million recovery)
for the year ended December 31, 2024 related to the income tax impact for adjusted
items and it also excludes a $52 million expense for the year ended December 31,
2023 due to a revaluation of deferred tax balances resulting from a change in our
income tax rate.
EMPLOYEES
Employee salaries and benefits represent a material portion of our
expenses. As at December 31, 2024, we had approximately 24,000
employees (2023 – 26,000) 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 2024 were
$2,308 million (2023 – $2,453 million).
49 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS
2023 FULL-YEAR RESULTS COMPARED TO 2022
Years ended December 31
(In millions of dollars, except margins)
2023
2022
% Chg
Revenue
Wireless
10,222
9,197
11
Cable
7,005
4,071
72
Media
2,335
2,277
3
Corporate items and
intercompany eliminations
(254)
(149)
70
Revenue
19,308
15,396
25
Total service revenue
16,845
13,305
27
Adjusted EBITDA
Wireless
4,986
4,469
12
Cable
3,774
2,058
83
Media
77
69
12
Corporate items and
intercompany eliminations
(256)
(203)
26
Adjusted EBITDA
8,581
6,393
34
Adjusted EBITDA margin
44.4%
41.5%
2.9 pts
Net income
849
1,680
(49)
Adjusted net income
2,406
1,915
26
Revenue
Consolidated revenue increased by 25% in 2023, driven by a
revenue increase of 72% in Cable and an 11% increase in Wireless.
Wireless service revenue increased by 9% in 2023, primarily as a
result of the cumulative impact of growth in our mobile phone
subscriber base and revenue from Shaw Mobile subscribers
acquired through the Shaw Transaction, and the impact of the July
2022 network outage-related credits. Wireless equipment revenue
increased by 17% primarily as a result of an increase in new
subscribers purchasing devices and a continued shift in the
product mix towards higher-value devices.
Cable service revenue increased in 2023 primarily as a result of the
Shaw Transaction and the impact of the July 2022 network outage-
related credits.
Media revenue increased by 3% in 2023 primarily as a result of
higher sports-related revenue, including at the Toronto Blue Jays.
Adjusted EBITDA
Consolidated adjusted EBITDA increased 34% in 2023 and our
adjusted EBITDA margin increased by 290 basis points as a result of
synergies and other efficiencies, including those recognized
through the Shaw Transaction and the network outage-related
credits issued to customers last year.
Wireless adjusted EBITDA increased 12% in 2023, primarily due to
the flow-through impact of higher revenue as discussed above. This
gave rise to an adjusted EBITDA service margin of 63.9%.
Cable adjusted EBITDA increased 83% in 2023 due to the flow-
through impact of higher revenue as discussed above and the
achievement of cost synergies associated with integration activities.
This gave rise to an adjusted EBITDA margin of 53.9%.
Media adjusted EBITDA increased in 2023 primarily due to higher
revenue as discussed above, partially offset by higher Toronto Blue
Jays payroll and other operating costs.
Net income and adjusted net income
Net income decreased by 49% in 2023, primarily as a result of
higher depreciation and amortization, higher finance costs, and
higher restructuring, acquisition and other costs, primarily
associated with the Shaw Transaction and integration-related
activities. Adjusted net income increased by 26%, primarily as a
result of higher adjusted EBITDA.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
50
MANAGEMENT’S DISCUSSION AND ANALYSIS
QUARTERLY RESULTS
Below is a summary of our quarterly consolidated financial results and key performance indicators for 2024 and 2023.
QUARTERLY CONSOLIDATED FINANCIAL SUMMARY
2024
2023
(In millions of dollars, except per share amounts)
Full Year
Q4
Q3
Q2
Q1
Full Year
Q4
Q3
Q2
Q1
Revenue
Wireless
10,595
2,981
2,620
2,466
2,528
10,222
2,868
2,584
2,424
2,346
Cable
7,876
1,983
1,970
1,964
1,959
7,005
1,982
1,993
2,013
1,017
Media
2,484
616
653
736
479
2,335
558
586
686
505
Corporate items and intercompany eliminations
(351)
(99)
(114)
(73)
(65)
(254)
(73)
(71)
(77)
(33)
Total revenue
20,604
5,481
5,129
5,093
4,901
19,308
5,335
5,092
5,046
3,835
Total service revenue
18,066
4,543
4,567
4,599
4,357
16,845
4,470
4,527
4,534
3,314
Adjusted EBITDA
Wireless
5,312
1,367
1,365
1,296
1,284
4,986
1,291
1,294
1,222
1,179
Cable
4,518
1,169
1,133
1,116
1,100
3,774
1,111
1,080
1,026
557
Media
84
53
134
–
(103)
77
4
107
4
(38)
Corporate items and intercompany eliminations
(297)
(56)
(87)
(87)
(67)
(256)
(77)
(70)
(62)
(47)
Adjusted EBITDA
9,617
2,533
2,545
2,325
2,214
8,581
2,329
2,411
2,190
1,651
Deduct (add):
Depreciation and amortization
4,616
1,174
1,157
1,136
1,149
4,121
1,172
1,160
1,158
631
Restructuring, acquisition and other
406
83
91
90
142
685
86
213
331
55
Finance costs
2,295
571
568
576
580
2,047
568
600
583
296
Other (income) expense
(6)
(11)
2
(5)
8
362
(19)
426
(18)
(27)
Net income before income tax expense
2,306
716
727
528
335
1,366
522
12
136
696
Income tax expense
572
158
201
134
79
517
194
111
27
185
Net income (loss)
1,734
558
526
394
256
849
328
(99)
109
511
Earnings (loss) per share:
Basic
$
3.25 $ 1.04 $ 0.99 $ 0.74 $ 0.48
$
1.62 $ 0.62 ($ 0.19) $ 0.21 $ 1.01
Diluted
$
3.20 $ 1.02 $ 0.98 $ 0.73 $ 0.46
$
1.62 $ 0.62 ($ 0.20) $ 0.20 $ 1.00
Net income (loss)
1,734
558
526
394
256
849
328
(99)
109
511
Add (deduct):
Restructuring, acquisition and other
406
83
91
90
142
685
86
213
331
55
Depreciation and amortization on fair value
increment of Shaw Transaction-related assets
917
228
227
220
242
764
249
263
252
–
Loss on joint venture’s non-controlling interest
purchase obligation
–
–
–
–
–
422
–
422
–
–
Income tax impact of above items
(338)
(75)
(82)
(81)
(100)
(366)
(85)
(120)
(148)
(13)
Income tax adjustment, tax rate change
–
–
–
–
–
52
52
–
–
–
Adjusted net income
2,719
794
762
623
540
2,406
630
679
544
553
Adjusted earnings per share:
Basic
$
5.09 $ 1.48 $ 1.43 $ 1.17 $ 1.02
$
4.60 $ 1.19 $ 1.28 $ 1.03 $ 1.10
Diluted
$
5.04 $ 1.46 $ 1.42 $ 1.16 $ 0.99
$
4.59 $ 1.19 $ 1.27 $ 1.02 $ 1.09
Capital expenditures
4,041
1,007
977
999
1,058
3,934
946
1,017
1,079
892
Cash provided by operating activities
5,680
1,135
1,893
1,472
1,180
5,221
1,379
1,754
1,635
453
Free cash flow
3,045
878
915
666
586
2,414
823
745
476
370
51 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOURTH QUARTER 2024 RESULTS
Results commentary in “Fourth Quarter 2024 Results” compares
the fourth quarter of 2024 with the fourth quarter of 2023.
Revenue
Total revenue and total service revenue each increased by 3% and
2% respectively in the fourth quarter, driven by revenue growth in
our Wireless and Media businesses and by stabilized revenue in
our Cable business.
Wireless service revenue increased by 2% in the fourth quarter,
primarily as a result of the cumulative impact of growth in our
mobile phone subscriber base over the past year. Wireless
equipment revenue increased by 9%, primarily as a result of an
increase in new subscribers purchasing higher-value devices.
Cable service revenue was stable in the fourth quarter, improving
sequentially from the third quarter and from the prior year.
Media revenue increased by 10% in the fourth quarter primarily as
a result of higher sports- and entertainment-related revenue.
Adjusted EBITDA and margins
Consolidated adjusted EBITDA increased 9% in the fourth quarter
and our adjusted EBITDA margin increased by 250 basis points,
primarily as a result of ongoing productivity and cost efficiencies.
Wireless adjusted EBITDA increased by 6%, primarily due to the
flow-through impact of higher revenue as discussed above in
conjunction with ongoing cost efficiencies. This gave rise to an
adjusted EBITDA margin of 66%, up 250 basis points.
Cable adjusted EBITDA increased by 5%, due to ongoing cost
efficiencies. This gave rise to an adjusted EBITDA margin of 59%, up
290 basis points.
Media adjusted EBITDA increased by $49 million in the fourth
quarter, primarily due to higher revenue as discussed above.
Net income and adjusted net income
Net income and adjusted net income increased by 70% and 26%,
respectively, in the fourth quarter, primarily as a result of higher
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.
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, gains or losses on asset sales, impairment of assets, and
changes in income tax expense.
Wireless
Trends affecting both Wireless revenue and adjusted EBITDA
reflect:
• the growing number of wireless subscribers;
• greater usage of wireless data;
• a shift to consumers financing higher-value devices, along with
ongoing disciplined promotional activity; and
• decreasing postpaid churn, which we believe is beginning to
reflect the realization of our enhanced customer service efforts;
partially offset by
• fewer new subscribers purchasing devices and fewer device
upgrades by existing customers;
• lower overage revenue as customers continue to adopt our
unlimited data plans; and
• recent changes to government immigration policies resulting in
fewer newcomers to Canada, which has put pressure on gross
and net subscriber additions.
Additional trends affecting Wireless adjusted EBITDA reflect higher
costs related to the increasing number of subscribers.
Prepaid plans have evolved 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 churn metrics as a result of heightened competitive activity.
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 and also contribute to the impact
on subscriber metrics. In contrast, we 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 in turn are 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;
• customers adopting Rogers Xfinity 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
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
52
MANAGEMENT’S DISCUSSION AND ANALYSIS
• competitive losses of legacy Television, Phone, and Satellite
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 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;
• seasonal use of secondary residences (e.g. cottages) for satellite
subscribers;
• 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 is
expected to trend upward as a result of an increase in our capital
expenditures and general depreciable asset base, primarily related
to the ongoing expansions of our wireless and cable networks. The
increasing trend is a direct result of increasing capital expenditures
as we upgraded our wireless network for 5G services and our
service footprint expansion and upgrades to our DOCSIS 3.1
platform to evolve to DOCSIS 4.0 for our Cable footprint. We
expect future depreciation and amortization to align with ongoing
capital expenditures and additions to right-of-use assets.
Finance costs are also trending upward as a result of the significant
debt we have incurred related to the Shaw Transaction. We expect
finance costs to begin trending downward as we work toward
deleveraging.
53 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS
OVERVIEW OF FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at December 31
(In millions of dollars)
2024
2023 $ Chg % Chg
Explanation of significant changes
Assets
Current assets:
Cash and cash equivalents
898
800
98
12
See “Managing our Liquidity and Financial Resources”.
Accounts receivable
5,478
4,996
482
10
Reflects higher financing receivables due to growth in our Wireless business and at
Rogers Bank.
Inventories
641
456
185
41
Reflects higher wireless handset inventories.
Current portion of contract assets
171
163
8
5
n/m
Other current assets
849
1,202
(353)
(29)
Primarily reflects the receipt of a balance from the Canada Revenue Agency and
lower non-operational receivable balances following collection.
Current portion of derivative instruments
336
80
256
n/m
Reflects the change in market values of certain debt derivatives and expenditure
derivatives as a result of the depreciation of the Cdn$ relative to the US$.
Assets held for sale
–
137
(137)
(100)
Reflects the reclassification to property, plant and equipment of certain real
estate assets as a result of a deterioration in the relevant real estate markets.
Total current assets
8,373
7,834
539
7
Property, plant and equipment
25,072 24,332
740
3
Reflects capital expenditures incurred, partially offset by depreciation expense.
Intangible assets
17,858 17,896
(38)
–
n/m
Investments
615
598
17
3
n/m
Derivative instruments
997
571
426
75
Reflects the change in market values of certain debt derivatives as a result of the
depreciation of the Cdn$ relative to the US$.
Financing receivables
1,189
1,101
88
8
Reflects an increase in customers financing new devices as a result of growth in
our Wireless business.
Other long-term assets
1,027
670
357
53
Reflects an increase in deferred commission cost assets and a remeasurement
increase in our net pension assets.
Goodwill
16,280 16,280
–
–
n/m
Total assets
71,411 69,282 2,129
3
Liabilities and shareholders’ equity
Current liabilities:
Short-term borrowings
2,959
1,750 1,209
69
See “Managing our Liquidity and Financial Resources”.
Accounts payable and accrued liabilities
4,059
4,221
(162)
(4)
Primarily reflects an overall decrease in trade payables as a result of the timing of
payments made.
Income tax payable
26
–
26
–
Reflects an increase in taxes owed.
Other current liabilities
482
434
48
11
Primarily reflects a change in the fair value of short-term debt derivatives related
to the borrowings under our term loan facility.
Contract liabilities
800
773
27
3
n/m
Current portion of long-term debt
3,696
1,100 2,596
n/m
Reflects the reclassification to current of our US$1 billion senior notes due March
2025, $1.25 billion senior notes due April 2025, and our $700 million senior
notes due December 2025, partially offset by the repayment at maturity of our
$500 million and $600 million senior notes in January 2024 and March 2024,
respectively
Current portion of lease liabilities
587
504
83
16
Reflects liabilities for new leases entered into.
Total current liabilities
12,609
8,782 3,827
44
Provisions
61
54
7
13
n/m
Long-term debt
38,200 39,755 (1,555)
(4)
Reflects the partial repayment of our $6 billion term loan facility and the
reclassification of our US$1 billion senior notes due March 2025, $1.25 billion
senior notes due April 2025, and $700 million senior notes due December 2025
to current, partially offset by the issuance of US$2.5 billion of senior notes in
February 2024.
Lease liabilities
2,191
2,089
102
5
Reflects liabilities for new leases entered into.
Other long-term liabilities
1,666
1,783
(117)
(7)
Reflects the change in market values of debt derivatives as a result of the
depreciation of the Cdn$ relative to the US$.
Deferred tax liabilities
6,281
6,379
(98)
(2)
Reflects the reversal of certain temporary differences.
Total liabilities
61,008 58,842 2,166
4
Shareholders’ equity
10,403 10,440
(37)
–
Reflects changes in retained earnings and equity reserves.
Total liabilities and shareholders’ equity
71,411 69,282 2,129
3
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
54
MANAGEMENT’S DISCUSSION AND ANALYSIS
Managing our Liquidity and Financial Resources
SOURCES AND USES OF CASH
OPERATING, INVESTING, AND FINANCING ACTIVITIES
Years ended December 31
(In millions of dollars)
2024
2023
Cash provided by operating activities before changes in net operating assets and liabilities, income taxes paid,
and interest paid
9,188
8,067
Change in net operating assets and liabilities
(876)
(627)
Income taxes paid
(545)
(439)
Interest paid, net
(2,087)
(1,780)
Cash provided by operating activities
5,680
5,221
Investing activities:
Capital expenditures
(4,041)
(3,934)
Additions to program rights
(72)
(74)
Changes in non-cash working capital related to capital expenditures and intangible assets
136
(2)
Acquisitions and other strategic transactions, net of cash acquired
(475)
(16,215)
Other
(3)
25
Cash used in investing activities
(4,455)
(20,200)
Financing activities:
Net proceeds received from (repayment of) short-term borrowings
1,138
(1,439)
Net (repayment) issuance of long-term debt
(1,103)
5,040
Net proceeds on settlement of debt derivatives and forward contracts
107
492
Transaction costs incurred
(47)
(284)
Principal payments of lease liabilities
(478)
(370)
Dividends paid
(739)
(960)
Other
(5)
–
Cash provided by (used in) financing activities
(1,127)
2,479
Change in cash and cash equivalents and restricted cash and cash equivalents
98
(12,500)
Cash and cash equivalents and restricted cash and cash equivalents, beginning of year
800
13,300
Cash and cash equivalents, end of year
898
800
OPERATING ACTIVITIES
The 9% increase in cash provided by operating activities this year
was primarily a result of higher adjusted EBITDA, partially offset by
higher investment in net operating assets, mainly higher inventory
and lower accounts payable and accrued liabilities, and higher
interest paid.
INVESTING ACTIVITIES
Capital expenditures
We spent $4,041 million this year on property, plant and
equipment before related changes in non-cash working capital
items, which was 3% higher than 2023. See “Capital Expenditures”
for more information.
Acquisitions and other strategic transactions
This year, we paid $475 million related to the acquisition of 3800
MHz spectrum licences. We recognized the spectrum licences as
indefinite-life intangible assets. In 2023, we paid $16.2 billion, net
of cash acquired, related to business acquisitions, primarily the
Shaw Transaction (see “Shaw Transaction”).
FINANCING ACTIVITIES
This year, we received net amounts of $95 million (2023 – received
net amounts of $3,809 million) on our short-term borrowings, long-
term debt, and related derivatives, including transaction costs. See
“Financial Risk Management” for more information on the cash
flows relating to our derivative instruments.
Short-term borrowings
Our short-term borrowings consist of amounts outstanding under
our receivables securitization program, our US dollar-denominated
commercial paper (US CP) program, and our non-revolving credit
facilities. Below is a summary of our short-term borrowings as at
December 31, 2024 and 2023.
Years ended December 31
(In millions of dollars)
2024
2023
Receivables securitization program
2,000
1,600
US commercial paper program (net of
the discount on issuance)
452
150
Non-revolving credit facility borrowings
507
–
Total short-term borrowings
2,959
1,750
55 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS
The table below summarizes the activity relating to our short-term borrowings for the years ended December 31, 2024 and 2023.
Year ended December 31, 2024
Year ended December 31, 2023
(In millions of dollars, except exchange rates)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Proceeds received from receivables securitization
800
–
Repayment of receivables securitization
(400)
(1,000)
Net proceeds received from (repayment of) receivables
securitization
400
(1,000)
Proceeds received from US commercial paper
2,009
1.373
2,759
1,803
1.357
2,447
Repayment of US commercial paper
(1,819)
1.371
(2,494)
(1,858)
1.345
(2,499)
Net proceeds received from (repayment of) US commercial paper
265
(52)
Proceeds received from non-revolving credit facilities (Cdn$) 1
–
375
Proceeds received from non-revolving credit facilities (US$)
2,899
1.378
3,996
2,125
1.349
2,866
Total proceeds received from non-revolving credit facilities
3,996
3,241
Repayment of non-revolving credit facilities (Cdn$) 1
–
(758)
Repayment of non-revolving credit facilities (US$)
(2,547)
1.383
(3,523)
(2,125)
1.351
(2,870)
Total repayment of non-revolving credit facilities
(3,523)
(3,628)
Net proceeds received from (repayment of) non-revolving credit
facilities
473
(387)
Net proceeds received from (repayment of) short-term borrowings
1,138
(1,439)
1 Borrowings under our non-revolving facility mature and are reissued regularly, such that until repaid, we maintain net outstanding borrowings equivalent to the then-current credit
limit on the reissue dates.
We participate in a receivables securitization program with a group
of Canadian financial institutions that allows us to sell certain
receivables into the program. The maximum potential proceeds
under the receivables securitization program is $2.4 billion. The
terms of our receivables securitization program are committed until
its expiry, which we extended in June 2024 to an expiration date of
June 28, 2027. The buyers’ interests in these trade receivables ranks
ahead of our interest. The program restricts us from using the
receivables as collateral. The buyers of our trade receivables have
no claim on any of our other assets.
In April 2023, we repaid the outstanding $200 million of borrowings
under Shaw’s legacy accounts receivable securitization program,
subsequent to which the program was terminated. This repayment
is included in “repayment of receivables securitization” above.
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 November 2023, we entered into three non-revolving credit
facilities with an aggregate limit of $2 billion. In December 2023,
we terminated two of these credit facilities and reduced the
amount available from $2 billion to $500 million. Drawings on this
facility were recognized as short-term borrowings on our
Consolidated Statements of Financial Position. Borrowings under
this facility were unsecured, guaranteed by RCCI, and ranked
equally in right of payment with all of our other credit facilities and
senior notes and debentures. In March 2024, we borrowed
US$185 million under this facility maturing in March 2025. In April
2024, we borrowed an additional US$184 million under the facility,
resulting in it being fully drawn.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
56
MANAGEMENT’S DISCUSSION AND ANALYSIS
Long-term debt
Our long-term debt consists of amounts outstanding under our bank and letter of credit facilities and the senior notes, debentures, and
subordinated notes we have issued. The tables below summarize the activity relating to our long-term debt for the years ended
December 31, 2024 and 2023.
Year ended December 31, 2024
Year ended December 31, 2023
(In millions of dollars, except exchange rates)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Credit facility borrowings (Cdn$)
64
–
Credit facility borrowings (US$)
–
–
–
220
1.368
301
Credit facility repayments (US$)
–
–
–
(220)
1.336
(294)
Net borrowings under credit facilities
64
7
Term loan facility net borrowings (US$) 1
8
n/m
18
4,506
1.350
6,082
Term loan facility net repayments (US$)
(2,553)
1.352
(3,452)
(1,265)
1.340
(1,695)
Net repayments under term loan facility
(3,434)
4,387
Senior note issuances (Cdn$)
–
3,000
Senior note issuances (US$)
2,500
1.347
3,367
–
–
–
Total senior note issuances
3,367
3,000
Senior note repayments (Cdn$)
(1,100)
(500)
Senior note repayments (US$)
–
–
–
(1,350)
1.373
(1,854)
Total senior note repayments
(1,100)
(2,354)
Net issuance of senior notes
2,267
646
Net (repayment) issuance of long-term debt
(1,103)
5,040
1 Borrowings under our term loan facility mature and are reissued regularly, such that until repaid, we maintain net outstanding borrowings equivalent to the then-current credit
limit on the reissue dates.
Years ended December 31
(In millions of dollars)
2024
2023
Long-term debt, beginning of year
40,855
31,733
Net (repayment) issuance of long-term debt
(1,103)
5,040
Long-term debt assumed through the Shaw Transaction
–
4,526
Increase in government grant liability related to Canada Infrastructure Bank facility
(39)
–
Loss (gain) on foreign exchange
2,094
(549)
Deferred transaction costs incurred
(52)
(31)
Amortization of deferred transaction costs
141
136
Long-term debt, end of year
41,896
40,855
In April 2024, we amended our revolving credit facility to extend
the maturity date of the $3 billion tranche to April 2029, from
January 2028, and the $1 billion tranche to April 2027, from
January 2026.
In April 2023, we drew the maximum $6 billion on the term loan
facility upon closing the Shaw Transaction (see note 3), consisting
of $2 billion from each of the three tranches. The three tranches
mature on April 3, 2026, 2027, and 2028, respectively. During the
year ended December 31, 2023, we repaid $1.6 billion of the
tranche maturing on April 3, 2027. In February 2024, we used the
proceeds from the issuance of US$2.5 billion of senior notes (see
“Issuance of senior notes and related debt derivatives” below) to
repay an additional $3.4 billion of the facility such that $1 billion
remains outstanding under the April 2026 tranche.
In April 2023, we also assumed $4.55 billion principal amount of
Shaw’s senior notes upon closing the Shaw Transaction, of which
$500 million was subsequently repaid at maturity in November
2023 and $500 million was repaid at maturity in January 2024.
We have an $815 million senior unsecured non-revolving credit
facility with a fixed 1% interest rate with Canada Infrastructure Bank.
The credit facility can only be drawn upon to finance broadband
service expansion projects to underserved communities under the
Universal Broadband Fund. In 2023, we amended the terms of the
facility to, among other things, increase the limit from $665 million.
As at December 31, 2024, we had drawn $64 million on the credit
facility and have recognized a government grant liability of
$39 million related to this loan reflecting the below-market interest
rate.
57 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS
Issuance of senior notes and related debt derivatives
Below is a summary of the senior notes we issued in 2024 and 2023.
(In millions of dollars, except interest rates and discounts)
Date issued
Principal
amount
Due date
Interest rate
Discount/
premium at
issuance
Total gross
proceeds 1
(Cdn$)
Transaction
costs and
discounts 2
(Cdn$)
2024 issuances
February 9, 2024
US 1,250
2029
5.000%
99.714%
1,684
20
February 9, 2024
US 1,250
2034
5.300%
99.119%
1,683
30
2023 issuances
September 21, 2023
500
2026
5.650%
99.853%
500
3
September 21, 2023
1,000
2028
5.700%
99.871%
1,000
8
September 21, 2023
500
2030
5.800%
99.932%
500
4
September 21, 2023
1,000
2033
5.900%
99.441%
1,000
12
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.
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
rate. See “Financial Risk Management” for more information.
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 and
ranking ahead of our subordinated notes.
2025
In February 2025, we issued three tranches of subordinated notes,
consisting of:
• US$1.1 billion due 2055 with an initial coupon of 7.00% for the
first five years;
• US$1 billion due 2055 with an initial coupon of 7.125% for the
first ten years; and
• $1 billion due 2055 with an initial coupon of 5.625% for the first
five years.
Concurrent with these US dollar-denominated issuances, we
entered into debt derivative to convert all interest and principal
payment obligations to Canadian dollars. We received net
proceeds of $4.0 billion from the issuances. We intend to use the
proceeds to repay maturing senior notes and to partially fund the
MLSE Transaction.
The US$1.1 billion and the Cdn$1 billion notes can be redeemed
at par on their five-year anniversary or on any subsequent interest
payment date. The US$1 billion notes can be redeemed at par on
their ten-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.
We understand that S&P Global Ratings Services (S&P), Moody’s
Investors Service (Moody’s), Fitch Ratings (Fitch), and DBRS
Morningstar will only include 50% of the outstanding principal
amount of these subordinated notes in their debt leverage ratio
calculation at least until the earliest “at-par” redemption date of
each note.
2024
In February 2024, we issued senior notes with an aggregate
principal amount of US$2.5 billion, consisting of US$1.25 billion of
5.00% senior notes due 2029 and US$1.25 billion of 5.30% senior
notes due 2034. Concurrent with the issuance, we also entered into
debt derivatives to convert all interest and principal payment
obligations to Canadian dollars. As a result, we received net
proceeds of US$2.46 billion ($3.32 billion).
2023
In September 2023, we issued senior notes with an aggregate
principal amount of $3 billion. As a result, we received net
proceeds of $2.98 billion which we used for the repayment of
outstanding debt.
Repayment of senior notes and related derivative settlements
2024
In 2024, we repaid the entire outstanding principal of our
$500 million 4.35% and $600 million 4.00% senior notes at
maturity. There were no derivatives associated with these senior
notes.
2023
In 2023, we repaid the entire outstanding principal of our
$500 million 3.80% senior notes, which were assumed in the Shaw
Transaction, at maturity. There were no derivatives associated with
these senior notes. In addition, we repaid the entire outstanding
principal of our US$850 million 4.10% senior notes and our
US$500 million 3.00% senior notes, including the associated debt
derivatives, at maturity. As a result, we repaid $2,188 million, net of
$522 million received on settlement of the associated debt
derivatives.
Dividends
In 2024, we declared and paid dividends on each of RCI’s
outstanding Class A Shares and Class B Non-Voting Shares. We
paid $739 million in cash dividends and issued $325 million in
Class B Non-Voting Shares to settle the declared dividends. See
“Dividends and Share Information” for more information.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
58
MANAGEMENT’S DISCUSSION AND ANALYSIS
Shelf prospectuses
On July 26, 2023 we filed a registration statement with the U.S.
Securities and Exchange Commission that registers under the U.S
Securities Act the public offering of up to US$8 billion of debt
securities and preferred shares from time to time. We have issued
US$2.5 billion aggregate principal amount of senior debt securities
and, as of February 2025, an additional US$2.1 billion aggregate
principal amount of subordinated debt securities, under this shelf
registration statement, which expires in August 2025.
On March 25, 2024, we filed a shelf prospectus that qualifies the
public offering of debt securities and preferred shares in each of
the provinces of Canada. This Canadian shelf prospectus expires in
April 2026. We have not issued any securities under this Canadian
shelf prospectus to date.
FREE CASH FLOW
Years ended December 31
(In millions of dollars)
2024
2023
% Chg
Adjusted EBITDA
9,617
8,581
12
Deduct (add):
Capital expenditures 1
4,041
3,934
3
Interest on borrowings, net of
capitalized interest
1,986
1,794
11
Cash income taxes 2
545
439
24
Free cash flow
3,045
2,414
26
1 Includes additions to property, plant and equipment net of proceeds on disposition
and accrued government grants, but does not include expenditures for spectrum
licences, additions to right-of-use assets, or assets acquired through business
combinations.
2 Cash income taxes are net of refunds received.
The 26% increase in free cash flow this year was primarily a result of
higher adjusted EBITDA, partially offset by higher interest on
borrowings.
FINANCIAL CONDITION
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, 2024
(In millions of dollars)
Total sources
Drawn
Letters of credit
US CP program 1
Net available
Cash and cash equivalents
898
–
–
–
898
Bank credit facilities 2:
Revolving
4,000
–
10
455
3,535
Non-revolving
500
500
–
–
–
Outstanding letters of credit
3
–
3
–
–
Receivables securitization 2
2,400
2,000
–
–
400
Total
7,801
2,500
13
455
4,833
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, 2023
(In millions of dollars)
Total sources
Drawn
Letters of credit
US CP program 1
Net available
Cash and cash equivalents
800
–
–
–
800
Bank credit facilities 2:
Revolving
4,000
–
10
151
3,839
Non-revolving
500
–
–
–
500
Outstanding letters of credit
243
–
243
–
–
Receivables securitization 2
2,400
1,600
–
–
800
Total
7,943
1,600
253
151
5,939
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.
Our $815 million Canada Infrastructure Bank credit agreement is
not included in available liquidity as it can only be drawn upon for
use in broadband projects under the Universal Broadband Fund,
and therefore is not available for other general purposes.
Weighted average cost of borrowings
Our borrowings had a weighted average cost of 4.61% as at
December 31, 2024 (2023 – 4.85%) and a weighted average term
to maturity of 9.8 years (2023 – 10.4 years). These figures reflect the
repayment of our subordinated notes on the five-year anniversary.
59 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
COVENANTS
The provisions of our $4.0 billion revolving bank credit facility
described in “Sources and Uses of Cash” impose certain
restrictions on our operations and activities, the most significant of
which are leverage-related maintenance tests. As at December 31,
2024 and 2023, we were in compliance with all financial covenants
and financial ratios in our debt agreements. Throughout 2024,
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, Fitch, and DBRS Morningstar 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, 2024.
Issuance
S&P Global Ratings Services
Moody’s
Fitch
DBRS Morningstar
Corporate credit issuer default rating
BBB- (stable)
Baa3 (stable)
BBB- (stable)
BBB (low) (stable)
Senior unsecured debt
BBB- (stable)
Baa3 (stable)
BBB- (stable)
BBB (low) (stable)
Subordinated debt
BB (stable)
Ba2 (stable)
BB (stable)
1
N/A
US commercial paper
A-3
P-3
N/A 1
N/A 1
1 As at December 31, 2024, we have not sought a rating from Fitch or DBRS Morningstar for our short-term obligations or from DBRS Morningstar for our subordinated debt.
In February 2024, S&P improved their outlook for our corporate
credit issuer default rating and our senior unsecured debt rating to
stable from negative. At the same time, S&P also improved their
outlook for our subordinated debt rating to stable from negative.
In connection with our February 2025 subordinated note issuance, we
sought a rating from DBRS Morningstar on those subordinated notes,
which were rated BB (stable). DBRS Morningstar has not provided a
rating for the subordinated notes we issued in 2021 or 2022. The
subordinated notes issued in February 2025 were rated Ba1 by
Moody’s. Moody’s credit ratings for our previously issued
subordinated notes did not change.
Ratings for long-term debt instruments across the universe of
composite rates range from AAA (S&P, Fitch, and DBRS
Morningstar) or Aaa (Moody’s), representing the highest quality of
securities rated, to D (S&P and DBRS Morningstar), 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), BBB (DBRS Morningstar), or Baa3
(Moody’s) to AAA (S&P, Fitch, and DBRS Morningstar) or Aaa
(Moody’s).
Ratings for short-term debt instruments across the universe of
composite rates ranges from A-1+ (S&P) or P-1 (Moody’s),
representing the highest quality of securities rated, to C (S&P), 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), 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, Moody’s,
and DBRS Morningstar are investment-grade ratings.
MANAGEMENT’S DISCUSSION AND ANALYSIS
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
60
MANAGEMENT’S DISCUSSION AND ANALYSIS
ADJUSTED NET DEBT AND DEBT LEVERAGE RATIOS
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, net of cash and
cash equivalents or bank advances, and restricted cash and cash equivalents.
As at
December 31
As at
December 31
(In millions of dollars, except ratios)
2024
2023
Current portion of long-term debt
3,696
1,100
Long-term debt
38,200
39,755
Deferred transaction costs and discounts
951
1,040
42,847
41,895
Add (deduct):
Adjustment of US dollar-denominated debt to hedged rate
(2,855)
(808)
Subordinated notes adjustment 1
(1,540)
(1,496)
Short-term borrowings
2,959
1,750
Deferred government grant liability
39
–
Current portion of lease liabilities
587
504
Lease liabilities
2,191
2,089
Cash and cash equivalents
(898)
(800)
Adjusted net debt 2
43,330
43,134
Divided by: trailing 12-month adjusted EBITDA
9,617
8,581
Debt leverage ratio
4.5
5.0
Divided by: pro forma trailing 12-month adjusted EBITDA 4
n/a
9,095
Pro forma debt leverage ratio
n/a
4.7
1 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.
2 Adjusted net debt is a capital management measure. Pro forma trailing 12-month adjusted EBITDA is a non-GAAP financial measure and is a component of pro forma debt
leverage ratio. 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.
Trailing 12-month adjusted EBITDA as at December 31, 2023
reflects the combined results of Rogers including Shaw for the
period since the Shaw Transaction closed in April 2023 to
December 2023 and standalone Rogers results prior to April 2023.
To illustrate the results of a combined Rogers and Shaw as if the
Shaw Transaction had closed at the beginning of the trailing
12-month period, we have also disclosed a pro forma trailing
12-month adjusted EBITDA and pro forma debt leverage ratio. Pro
forma trailing 12-month adjusted EBITDA incorporates an amount
representing the results of Shaw’s adjusted EBITDA, adjusted to
conform to Rogers’ accounting policies, for the three months
beginning January 1, 2023.
These pro forma metrics are presented for illustrative purposes only
and do not purport to reflect what the combined company’s actual
operating results or financial condition would have been had the
Shaw Transaction occurred on the date indicated, nor do they
purport to project our future financial position or operating results
and should not be taken as representative of our future financial
position or consolidated operating results.
As a result of the significant debt we issued to finance the Shaw
Transaction, and as planned when the Shaw Transaction was first
announced, our debt leverage ratio increased. As at December 31,
2024 our debt leverage ratio was 4.5 (2023 – 5.0, or 4.7 on an as
adjusted basis to include trailing 12-month adjusted EBITDA of a
combined Rogers and Shaw as if the Shaw Transaction had closed
on January 1, 2023). In order to meet our stated objective of
returning our debt leverage ratio to approximately 3.5 within 36
months of closing the Shaw Transaction, we intend to manage our
debt leverage ratio through combined operational synergies,
organic growth in adjusted EBITDA, proceeds from asset sales and
monetizations, equity financing, and debt repayment, as
applicable.
See “Overview of Financial Position” for more information.
PENSION OBLIGATIONS
Our defined benefit pension plans were in a net asset position of
approximately $175 million as at December 31, 2024 (2023 – net
asset position of $76 million). During 2024, our net deferred
pension asset increased by $99 million primarily as a result of
changes in certain financial assumptions underlying the value of the
defined benefit obligation.
We made a total of $5 million (2023 – $19 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 nil in 2025 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.
61 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
Pension plans purchase of annuities
In July 2024 and July 2023, our defined benefit pension plans
purchased approximately $147 million and $737 million,
respectively,
of
annuities
from
insurance
companies
for
substantially all the retired members in the plans at those times.
The aggregate premiums for the annuities were funded by selling a
corresponding amount of existing assets from the plans. The
purchase of the annuities relieves us of primary responsibility for,
and eliminates risk associated with, the accrued benefit obligation
for the retired members. The annuity purchases required a
remeasurement of the pension plan assets and liabilities at the date
of purchase. There was no significant impact to net income related
to the annuity purchases.
FINANCIAL RISK MANAGEMENT
We use derivative instruments 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 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
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 of our Class B
Non-Voting Shares on stock-based compensation
expense
Total return swap agreements
Virtual power purchase
agreement
Impact of fluctuations in market rates for electricity
Virtual power purchase agreement
We also manage our exposure to fixed and fluctuating interest rates and we have fixed the interest rate on 90.8% (2023 - 85.6%) of our
debt, including short-term borrowings, as at December 31, 2024.
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, debentures,
subordinated notes, lease liabilities, credit facility borrowings, and US CP borrowings. We typically designate the debt derivatives related
to our senior notes, debentures, subordinated notes, 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
Below is a summary of the debt derivatives we entered into related to senior notes during the twelve months ended December 31, 2024.
We did not enter into any debt derivatives related to senior notes issued during 2023.
(In millions of dollars, except for coupon and interest rates)
US$
Hedging effect
Effective date
Principal/Notional
amount (US$)
Maturity date
Coupon rate
Fixed hedged (Cdn$)
interest rate 1
Equivalent (Cdn$)
2024 issuances
February 9, 2024
1,250
2029
5.000%
4.735%
1,684
February 9, 2024
1,250
2034
5.300%
5.107%
1,683
1 Converting from a fixed US$ coupon rate to a weighted average Cdn$ fixed rate.
Settlement of debt derivatives related to senior notes
In October 2023, we repaid the entire outstanding principal amount of our US$850 million 4.10% senior notes and the associated debt
derivatives at maturity, resulting in $288 million received on settlement of the associated debt derivatives.
In March 2023, we repaid the entire outstanding principal amount of our US$500 million 3.00% senior notes and the associated debt
derivatives at maturity, resulting in $174 million received on settlement of the associated debt derivatives.
In March 2023, we settled the derivatives associated with our US$1 billion senior notes due 2025, which were not designated as hedges
for accounting purposes. We subsequently entered into new derivatives associated with our US$1 billion senior notes due 2025; these
derivatives are designated as hedges for accounting purposes. We received net $60 million relating to these transactions.
MANAGEMENT’S DISCUSSION AND ANALYSIS
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
62
MANAGEMENT’S DISCUSSION AND ANALYSIS
As at December 31, 2024, we had US$17,250 million of US dollar-denominated senior notes, debentures, and subordinated notes, all of
which were hedged using debt derivatives.
As at December 31
(In millions of dollars, except exchange rates, percentages, and years)
2024
2023
US dollar-denominated long-term debt 1
US$ 17,250
US$ 14,750
Hedged with debt derivatives
US$ 17,250
US$ 14,750
Hedged exchange rate
1.2721
1.2594
Percent hedged
100.0%
100.0%
Amount of borrowings at fixed rates 2
Total borrowings
$
42,963
$
42,813
Total borrowings at fixed rates
$
39,008
$
36,677
Percent of borrowings at fixed rates
90.8%
85.7%
Weighted average interest rate on borrowings
4.61%
4.85%
Weighted average term to maturity
9.8 years
10.4 years
1 US dollar-denominated long-term debt reflects the hedged exchange rate and the hedged interest rate.
2 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
2024 and 2023.
Year ended December 31, 2024
Year ended December 31, 2023
(In millions of dollars, except exchange rates)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Credit facilities
Debt derivatives entered
14,943
1.366
20,407
38,205
1.348
51,517
Debt derivatives settled
17,136
1.364
23,368
34,964
1.348
47,126
Net cash received (paid) on settlement
87
(10)
US commercial paper program
Debt derivatives entered
2,008
1.374
2,758
1,803
1.357
2,447
Debt derivatives settled
1,807
1.371
2,478
1,848
1.345
2,486
Net cash received (paid) on settlement
13
(20)
Lease liabilities
Below is a summary of the debt derivatives we entered and settled related to our outstanding lease liabilities during 2024 and 2023.
Year ended December 31, 2024
Year ended December 31, 2023
(In millions of dollars, except exchange rates)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Debt derivatives entered
271
1.369
371
274
1.336
366
Debt derivatives settled
214
1.322
283
142
1.310
186
As at December 31, 2024, we had US$416 million notional amount of debt derivatives outstanding related to our outstanding lease
liabilities (2023 – US$357 million) with terms to maturity ranging from January 2025 to December 2027 (2023 – January 2024 to December
2026), at an average rate of $1.349/US$ (2023 – $1.329/US$).
63 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
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.
Year ended December 31, 2024
Year ended December 31, 2023
(In millions of dollars, except exchange rates)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Expenditure derivatives entered
1,140
1.340
1,528
1,650
1.325
2,187
Expenditure derivatives acquired
–
–
–
212
1.330
282
Expenditure derivatives settled
1,200
1.325
1,590
1,172
1.262
1,479
The expenditure derivatives noted above have been designated as hedges for accounting purposes.
As at December 31, 2024, we had US$1,590 million of expenditure derivatives outstanding (2023 – US$1,650 million), at an average rate
of $1.336/US$ (2023 – $1.325/US$), with terms to maturity ranging from January 2025 to December 2026 (2023 – January 2024 to
December 2025).
EQUITY DERIVATIVES
We use total return swap agreements (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, 2024, we had equity derivatives for 6.0 million
(2023 – 6.0 million) Class B Non-Voting Shares with a weighted
average price of $53.27 (2023 – $54.02). 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
liability for our stock-based compensation programs.
In April 2024, we executed extension agreements for our equity
derivative contracts under substantially the same commitment
terms and conditions with revised expiry dates to April 2025 (from
April 2024) and the weighted average cost was adjusted to $53.27
per share.
In June 2023, we entered into 0.5 million equity derivatives with a
weighted average price of $58.14 as a result of the issuance of
additional performance restricted share units in 2023.
CASH SETTLEMENTS ON DEBT DERIVATIVES AND FORWARD CONTRACTS
Below is a summary of the net proceeds (payments) on settlement of debt derivatives and forward contracts during the years ended
December 31, 2024 and 2023.
MANAGEMENT’S DISCUSSION AND ANALYSIS
Year ended December 31, 2024
Year ended December 31, 2023
(In millions of dollars, except exchange rates)
US$
settlements
Exchange
rate
Cdn$
settlements
US$
settlements
Exchange
rate
Cdn$
settlements
Credit facilities
87
(10)
US commercial paper program
13
(20)
Senior and subordinated notes
–
522
Lease liabilities
7
–
Net proceeds on settlement of debt derivatives and
forward contracts
107
492
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
64
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.
As at December 31, 2024
(In millions of dollars, except
exchange rates)
Notional
amount
(US$)
Exchange
rate
Notional
amount
(Cdn$)
Fair
value
(Cdn$)
Debt derivatives accounted for
as cash flow hedges:
As assets
11,116
1.2510
13,906
1,194
As liabilities
6,550
1.3127
8,598
(842)
Debt derivatives not accounted
for as hedges:
As assets
666
1.4282
951
7
As liabilities
696
1.4421
1,004
(2)
Net mark-to-market debt
derivative asset
357
Expenditure derivatives
accounted for as cash flow
hedges:
As assets
1,590
1.3362
2,125
132
Net mark-to-market
expenditure derivative asset
132
Equity derivatives not accounted
for as hedges:
As liabilities
–
–
320
(54)
Net mark-to-market equity
derivative liability
(54)
Virtual power purchase
agreement not accounted for
as hedges:
As liabilities
–
–
–
(10)
Net mark-to-market virtual
power purchase agreement
Net mark-to-market asset
425
As at December 31, 2023
(In millions of dollars, except
exchange rates)
Notional
amount
(US$)
Exchange
rate
Notional
amount
(Cdn$)
Fair
value
(Cdn$)
Debt derivatives accounted for
as cash flow hedges:
As assets
4,557
1.1583
5,278
599
As liabilities
10,550
1.3055
13,773 (1,069)
Debt derivatives not accounted
for as hedges:
As liabilities
3,354
1.3526
4,537
(101)
Net mark-to-market debt
derivative liability
(571)
Expenditure derivatives
accounted for as cash flow
hedges:
As assets
600
1.3147
789
4
As liabilities
1,050
1.3315
1,398
(19)
Net mark-to-market
expenditure derivative liability
(15)
Equity derivatives not accounted
for as hedges:
As assets
–
–
324
48
Net mark-to-market equity
derivative asset
48
Net mark-to-market liability
(538)
DIVIDENDS AND SHARE INFORMATION
DIVIDENDS
Below is a summary of the dividends that have been declared and paid on RCI’s outstanding Class A Shares and Class B
Non-Voting Shares.
Declaration date
Record date
Payment date
Dividend per
share (dollars)
Dividends paid
(in millions of dollars) Number of Class B
Non-Voting
Shares issued
(in thousands) 1
In cash
In Class B
Non-Voting Shares Total
January 31, 2024
March 11, 2024
April 3, 2024
0.50
183
83
266
1,552
April 23, 2024
June 10, 2024
July 5, 2024
0.50
185
81
266
1,651
July 23, 2024
September 9, 2024
October 3, 2024
0.50
181
86
267
1,633
October 23, 2024
December 9, 2024
January 3, 2025
0.50
185
84
269
1,943
February 1, 2023
March 10, 2023
April 3, 2023
0.50
252
–
252
–
April 25, 2023
June 9, 2023
July 5, 2023
0.50
264
–
264
–
July 25, 2023
September 8, 2023
October 3, 2023
0.50
191
74
265
1,454
November 8, 2023
December 8, 2023
January 2, 2024
0.50
190
75
265
1,244
1 Class B Non-Voting Shares are issued as partial settlement of our quarterly dividend payable on the payment date under the terms of our dividend reinvestment plan (DRIP).
65 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
On January 29, 2025, 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 2, 2025, to shareholders of record on March 10,
2025.
We currently expect that the remaining record and payment dates
for the 2025 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 22, 2025
June 9, 2025
July 3, 2025
July 22, 2025
September 8, 2025
October 3, 2025
October 22, 2025
December 8, 2025
January 2, 2026
OUTSTANDING COMMON SHARES
As at December 31
2024
2023
Common shares outstanding 1
Class A Voting
111,152,011
111,152,011
Class B Non-Voting
424,949,191
418,868,891
Total common shares
536,101,202
530,020,902
Options to purchase Class B
Non-Voting Shares
Outstanding options
9,707,847
10,593,645
Outstanding options
exercisable
6,135,190
4,749,678
1 Holders of 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.
As at February 28, 2025, 111,152,011 Class A Shares, 426,892,268
Class B Non-Voting Shares, and 9,592,909 options to purchase
Class B Non-Voting Shares were outstanding.
On April 3, 2023, we issued 23.6 million Class B Non-Voting Shares
as partial consideration for the Shaw Transaction.
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)
2024
2023
Basic weighted average number of
shares outstanding
534
523
Diluted weighted average number of
shares outstanding
535
524
PREFERRED SHARES
In relation to our issuances of subordinated notes in prior years, 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.
MANAGEMENT’S DISCUSSION AND ANALYSIS
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
66
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, 2024. See notes 4, 19, and 30 to our 2024
Audited Consolidated Financial Statements for more information. In addition to the below, our share of commitments relating to
associates and joint ventures is $432 million. We also have a commitment to acquire Bell’s indirect 37.5% ownership stake in MLSE for a
purchase price of $4.7 billion subject to certain adjustments (see “MLSE Transaction”).
(In millions of dollars)
Less than
1 Year
1-3 Years
4-5 Years
After
5 Years
Total
Short-term borrowings
2,959
–
–
–
2,959
Accounts payable and accrued liabilities
4,059
–
–
–
4,059
Long-term debt 1,2
3,696
8,970
5,799
24,421
42,886
Net interest payments
1,925
3,303
2,528
13,480
21,236
Lease liabilities
587
1,084
406
1,469
3,546
Debt derivative instruments 3
(191)
(392)
(115)
(2,222)
(2,920)
Expenditure derivative instruments 3
(122)
(42)
–
–
(164)
Player contracts 4
190
206
109
–
505
Purchase obligations 5
635
781
494
924
2,834
Property, plant and equipment
220
194
96
101
611
Program rights 6
856
921
586
1,082
3,445
Other long-term financial liabilities
1
2
42
4
49
Total
14,815
15,027
9,945
39,259
79,046
1 Principal obligations of long-term debt (including current portion) due at maturity.
2 Reflects repayment of the subordinated notes issued in December 2021 and February 2022 on the five-year anniversary.
3 Net (receipts) disbursements due at maturity. US dollar amounts have been translated into Canadian dollars at the year-end exchange 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 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 29 to our 2024 Audited Consolidated
Financial Statements.
67 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
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 RCI 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 (2023 – 98%). Members of
the Rogers family are substantial stakeholders and owned
approximately 27% of our equity as at December 31, 2024 (2023 –
28%) through their ownership of a combined total of 147 million
(2023 – 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 14 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.
GOVERNANCE BEST PRACTICES
We have adopted many best practices for effective governance,
including:
•
separating the CEO and Executive Chair roles;
• appointing an independent lead director;
• adopting formal corporate governance policies and charters;
• adopting a code of business conduct and whistleblower hotline;
• establishing director share ownership requirements;
• conducting Board and committee in camera discussions;
• performing
annual
reviews
of
Board
and
Committee
performance;
• conducting Audit and Risk Committee meetings with internal
and external auditors;
• creating an orientation program for new directors;
• conducting regular Board and committee education sessions;
• empowering committees to retain independent advisors; and
• establishing director material relationship standards.
The Board currently consists of 10 independent directors and 4
non-independent directors.
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. The
below outlines the responsibilities of the eight committees:
• 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,
including relating to cybersecurity.
• 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.
• 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. Our CEO is responsible for sustainability and social
impact from a management perspective and is supported by the
Chief Corporate Affairs Officer and an Environmental, Social and
Governance (ESG) Operating Group composed of senior
leaders from across the organization to drive accountability
around advancing efforts.
• Executive Committee – approves the final terms of transactions
previously
approved
by
the
Board
and
monitors
the
implementation of policy initiatives adopted by the Board.
• 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.
Further information regarding our corporate governance practices
is available on our Investor Relations website, 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 foreign private issuer listed on the NYSE.
MANAGEMENT’S DISCUSSION AND ANALYSIS
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
68
Board of Directors and its Standing Committees
As at March 6, 2025
Audit and
Risk
Corporate
Governance
ESG
Executive
Finance
Human
Resources
Nominating
Pension
Edward S. Rogers 1
Michael J. Cooper
Trevor English
Ivan Fecan
Robert J. Gemmell 2
Jan L. Innes
Diane A. Kazarian
Dr. Mohamed Lachemi
David A. Robinson
Lisa A. Rogers
Bradley S. Shaw
Chief Wayne Sparrow
Tony Staffieri
John H. Tory
1 Executive Chair of the Board
2 Lead Director
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 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 $572 million in 2024 was slightly
lower than the expense computed on our accounting income at
the statutory rate of 26.2% as a result of non-taxable stock-based
compensation and changes in prior year estimates. Cash income
tax payments totaled $545 million in 2024. The primary reasons our
cash income tax is lower than our income tax expense are the
timing of installment payments and the significant capital
investment we continue to make in our wireless and cable networks
throughout Canada. Similar to tax systems throughout the world,
Canadian tax laws permit investments in such productivity-
enhancing assets to be deducted for tax purposes more quickly
than they are depreciated for financial statement 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, or
mandated by, federal, provincial, and municipal governments,
including:
• various taxes on the salaries and wages we pay (payroll taxes) to
approximately 24,000 employees;
• property and business taxes;
• unrecoverable sales taxes and custom duties; and
• broadcast, spectrum, and other regulatory fees.
As outlined in the table below, the total cost to Rogers of these
payments in 2024 was $1,592 million.
Years ended December 31
(In millions of dollars)
2024
2023
Income taxes paid
Add:
545
439
Unrecoverable sales taxes paid
11
11
Payroll taxes paid
179
187
Regulatory and spectrum fees
paid 1
786
723
Property and business taxes paid
71
72
MANAGEMENT’S DISCUSSION AND ANALYSIS
Chair
Member
Taxes paid and other government
payments 2
1,592
1,432
1 Includes an allocation of $442 million (2023 – $418 million) relating to the $3.3 billion,
$24 million, $1.7 billion, $3.3 billion, and $475 million we paid for the acquisition of
spectrum licences in 2014, 2015, 2019, 2021, and 2024, 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 $2,594 million in
sales taxes on our products and services and $872 million in
employee payroll taxes.
69 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
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, we will knowingly take certain risks 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 cyber security) 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
control these exposures, including cybersecurity, privacy,
technology, and environmental;
• 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 rely on the expertise of our
management and employees to identify risks and opportunities
and implement risk mitigation strategies as required.
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”.
CYBERSECURITY
Our industry is vulnerable to cybersecurity attacks that are growing
in both frequency and complexity. Cybersecurity attacks are
perpetrated by a variety of groups and persons, including
cybercriminals and state-sponsored threat actors. Some of these
perpetrators reside in jurisdictions where law enforcement
measures to address such attacks are ineffective or unavailable.
Additionally, the introduction of 5G, cloud computing, increased
digitization, and the use of emerging technologies such as
generative artificial intelligence (gen AI) have resulted in an
increase in cybersecurity risks and more complex cybersecurity
attacks. Rogers, along with our third-party providers, employs
systems and network infrastructure that are subject to cyberattacks,
MANAGEMENT’S DISCUSSION AND ANALYSIS
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
70
MANAGEMENT’S DISCUSSION AND ANALYSIS
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 critical network infrastructure and
supporting information systems (or those of our third-party
providers) could result in service disruptions, litigation, loss of
customers, incurring significant costs, or reputational damage.
We routinely work with third-party providers, including cloud
service providers, whose products and services are used in our
business operations. These third-party providers have experienced
cybersecurity attacks in the past and, based on industry trends, we
expect will continue to experience cybersecurity attacks that
attempt to obtain unauthorized access to our sensitive information
or create operational disruptions.
We continue to experience social engineering attacks targeting our
team members, customers, and third-party providers. These
attacks, often perpetrated by organized cybercriminal groups,
involve persuading the targeted individuals to disclose sensitive
information, plant malicious software, share their access credentials,
or take other fraudulent actions that are then used to steal data or
carry out unauthorized changes to our customers’ accounts.
We have an information and cybersecurity program that includes
established cyber governance practices designed to reinforce the
importance of remaining a secure, vigilant, and resilient
organization. Our ongoing success depends on protecting our
sensitive data and key service delivery systems, including personal
information about our customers and personnel. We rely on
security awareness training, policies, procedures, and IT systems to
protect this information. Success also depends on our continuing
to monitor through risk management programs, leveraging
external threat intelligence and significant partnerships, internal
monitoring, reviewing industry practices, and implementing
controls as appropriate to maintain ongoing cyber resilience. We
have established incident response plans and regularly conduct
cybersecurity exercises to increase preparedness for cybersecurity
breaches, intrusions, and attacks.
External threats to the network and our business 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, key service delivery systems, or our
financial results. We continue to invest in our cybersecurity program
and conduct regular assessments to test our resiliency.
PRIVACY
In the evolving digital world, privacy and the ways in which
organizations
handle
personal
information
are
becoming
increasing
priorities
for
consumers.
Ensuring
appropriate
governance over this data has become even more critical. As the
move to digital transactions accelerated over the past several years,
companies continued 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 ensuring appropriate
safeguards and privacy protections are 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.
Our customers expect us to responsibly collect, use, and disclose
personal information, while keeping it secure. Lawmakers and
regulators recognize this consumer priority, resulting in expected
changes to privacy laws and greater regulatory oversight, guidance,
and expectations for businesses in how they treat the personal
information under their custody and control.
Our customer privacy policy transparently discloses how we handle
personal information. It is reviewed regularly and updated as laws
or our handling of personal information changes. If there are
changes to our privacy policy, we ensure our customers are notified
in a timely manner.
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. Delays in the availability of the new
technologies may adversely impact our go-to-market plans for
offering new products and services to our customers.
As new technologies become available, a substantial portion of our
future revenue growth could come from new and advanced
services, and we will need to continue to invest significant capital
resources to develop our networks and implement in an agile
framework to meet customer and business demands. 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 technology,
independent of carrier or physical connectivity.
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 and/or have greater access to financial resources. 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 have a material
adverse impact on our results of operations.
71 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
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.
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 infrastructure and 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 churn, produce accurate and timely subscriber invoices,
generate revenue growth, and manage operating expenses. This
could have a material adverse impact on our business, results of
operations, and financial condition.
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 or IT components fail, it could, in some
circumstances, result in a loss of service for our customers for
certain periods and have a material adverse effect on our business,
results of operations, and financial condition.
We work to protect our networks and our services 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.
Satellite
We currently utilize two satellites (Anik F3 and Anik G1) owned by
Telesat to provide satellite TV services to customers. Anik F2, which
we had previously used, was proactively removed from service for
our direct-to-home customers on February 29, 2024, following
Telesat’s public disclosure of anomalies with two of four station-
keeping thrusters and the resulting service interruptions. Any future
anomalies with, or failure of any remaining satellite could negatively
affect customer service and our relationships with our customers
and may have a material adverse effect on our reputation,
operations, and/or financial results.
We do not maintain insurance coverage for the transponders on
Anik F3 or Anik G1, including business interruption insurance, that
would cover damage related to the loss of use of one or more of
the transponders on the satellites.
The provision of Internet connectivity in rural areas by new entrants
leveraging low Earth orbit satellite technology, or expanded
broadband or wireless infrastructure from legacy providers, could
also result in declining subscriber trends among Satellite
customers.
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. Canadian regulators continue to consider
whether the regulatory framework governing wholesale wireline
and wireless access should be expanded. Any of these factors
could increase churn or reduce our business market share or
revenue.
Depending on various factors, including economic conditions and
responses from our competitors or current and potential
customers, we may need to change our 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 increase content spending in
new markets, such as sports media, resulting in increased
competition for our Media and Cable segments. This may result in
an increase in churn as customers now have additional choices of
supplementary sources of media content.
Competition is increasing for content programming rights from
both
traditional
linear television broadcasters and online
competitors. Online providers have moved towards self-made, self-
hosted exclusive content, and are aggressively competing for rights
such that traditional broadcasters may not gain access to desirable
programming. Overall increased competition for content could
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.
Continued deployments of fibre networks by competitors may lead
to an increase in the reach, speed, and stability of their wireline
services. This could result in an increase in churn in our Cable
services.
Improvements in the quality of streaming video over the Internet,
coupled with increasing availability of television shows and movies
through OTT content providers, has resulted in competition for
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viewership and increased competition for Canadian cable
television service providers. As a result, cord-cutting and cord-
shaving has increased and continues to increase 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 face
increased competition. In addition, as the technology for wireless
Internet continues to develop, it is, in some instances, replacing
traditional wireline Internet.
REGULATORY RISKS
Changes in regulations or the regulatory framework under which
we operate
Substantially all of our business activities are regulated by
Innovation, Science and Economic Development Canada (ISED
Canada) and/or the CRTC. Any regulatory changes or decisions
could adversely affect our consolidated results and financial
condition. The ongoing proceedings with the most significant
potential impact on our business are various matters related to the
regulatory framework governing wholesale wireline and wireless
access (see “Regulation in our Industry” and “Litigation Risks”).
Regulatory changes or decisions made by regulators could
adversely impact our results. This regulation relates to, among
other things, licensing and related fees, competition, the 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 issues such as copyright, privacy,
cybercrime, and lawful access.
Generally, our licences are granted for a specified term and are
subject to conditions. These licensing conditions, including the
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 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 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
unfavourable spectrum auction rules, licence conditions, or other
factors, 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
restrictive
standards
on
radio
frequency
emissions
from
low-powered devices like wireless devices. We cannot predict the
nature or extent of any restrictions.
Obtaining access to support structures and municipal rights of
way
To build and support the rollout of 5G, and to continue upgrading
our wireline network, we must have access to support structures
and municipal rights of way to install equipment on municipal
poles and buildings, and on Indigenous land. Under the
Telecommunications Act, the CRTC has jurisdiction over support
structures owned by telecommunication carriers and municipal
rights of way. The CRTC’s jurisdiction does not extend to electrical
utility support structures, which are regulated by provincial utility
authorities.
CUSTOMER EXPERIENCE
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, both in terms
of service level and value for money. We handle tens of millions of
customer interactions annually, ranging from potential new
customers making in-store and online 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 or browsing the Internet on their wireless
device, 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 any Rogers brand. If
our services 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 and have a negative impact to our
reputation or brand. This could also result in lost sales opportunities
or customers switching to a competitor for some or all of their
services, either of which could have a material adverse impact on
our business, results, and financial condition.
73 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
Our business is complex and we seek to reduce that complexity
through transformational initiatives and simplification. As a result,
we operate multiple platforms, billing systems, sales channels, rate
plans, brands, and product offerings, all in the context of a large
customer base and a workforce that continuously manages
through attrition and training. This operational complexity,
including the impact of any potential workforce reduction on our
response times with customers, may lead to customer confusion or
billing, service, or other errors, any of which could adversely impact
customer satisfaction, acquisition, and retention.
We operate in multiple lines of business across the country and our
products and services impact the lives of millions of Canadians
every day. As a result, attention drawn to us in the media for various
reasons, including but not limited to customer billing issues, rate
increases, service issues, or other customer complaints, could
erode our brand reputation and have an adverse impact on
customer acquisition and retention, which in turn could impact our
business, results, and financial condition.
The advent and growing popularity of AI-based technology
solutions provides an opportunity for us to provide a better, cost-
effective, and more convenient customer and contact centre agent
experience. To the extent we implement these solutions, we must
carefully assess and monitor their use for possible challenges that
could impact the customer experience or our business. Such risks
include customer acceptance (for example, customers could be
resistant to interacting with AI), inaccurate responses (which could
frustrate customers and damage our reputation), and lack of
empathy (risk in handling sensitive or complex issues).
RELIANCE ON SUPPLY CHAIN AND THIRD PARTIES
We
have
outsourcing,
managed
service,
and
supplier
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, and network and IT functions. If interruptions in
these services or at these suppliers occur, including global supply
chain issues, it could adversely affect our ability to provide service to
our customers, which could have an adverse effect on our revenue
and profitability.
MLSE TRANSACTION
Failure to complete the MLSE Transaction
The MLSE Transaction is subject to sports league and regulatory
approvals. The required sports league approvals are from the
leagues in which MLSE teams are members or participate,
including the National Hockey League, the National Basketball
Association, Major League Soccer, and the Canadian Football
League. Completion of the MLSE Transaction is also subject to
other customary closing conditions and, in certain circumstances,
Bell or Rogers will have the right to terminate the share purchase
agreement for the MLSE Transaction, in which case the MLSE
Transaction would not be completed. Some of those closing
conditions and termination rights are outside the control of Rogers
and Bell.
Financing-related risks
We currently expect to finance a portion of the purchase price for
the MLSE Transaction with funding from private investors. However,
due to general economic and market conditions, or other internal
and external considerations or requirements, we may instead fund
all or a portion of the purchase price through alternate sources,
which may include debt or equity of RCI, if necessary. In the event
this funding increases our debt leverage ratio, that increased debt
leverage ratio could result in a downgrade in our credit ratings,
decrease our flexibility in responding to changing business and
economic conditions, reduce our funds available for other business
purposes, or make it more difficult to obtain additional financing or
refinance existing financing. A downgrade in our credit ratings
could also adversely affect our share price. Investors in RCI Class B
Non-Voting Shares may experience dilution in earnings per share if
we issue new equity securities.
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 principal amounts, which reduces
funds available for other business purposes, including other
financial operations, or to pay dividends;
• 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 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. In connection
with the Shaw Transaction, each of S&P, Moody’s, Fitch, and DBRS
Morningstar downgraded our corporate credit issuer default rating
and our senior unsecured debt ratings by two notches. If rating
agencies lower the credit ratings on our debt further, 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
investments
and
meet
ongoing capital funding
requirements. Risk factors include a reduction in lending activity,
disruptions in capital markets, and regulatory requirements for an
increase in bank capitalization, which could reduce the availability
and/or increase the cost of capital.
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2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
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MANAGEMENT’S DISCUSSION AND ANALYSIS
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
available information and believe that we have adequately
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, inflation, tariffs on
trade between Canada and its trading partners, declines in
economic activity, and financial and capital market volatility (in each
case, whether actual, threatened, perceived, or expected), and
other economic uncertainty can (i) erode consumer and business
confidence and reduce discretionary spending or (ii) result in
increased costs for us to acquire goods and services required in our
business. Any of these factors can negatively affect us through
lower demand 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.
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.
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 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, (iv) theft
of mobile phones, and (v) 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 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 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 and
subscriptions to digital programming with our encryption
technology, including premium or video-on-demand, our Cable
revenue could decline.
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
business, results of operations, financial condition, reputation, and
brand.
Acquisitions, divestitures, or investments
Acquiring
complementary
businesses
and
technologies,
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 demand trends and it is possible 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.
75 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
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.
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 focus towards the digital market. 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 that 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, or
a lack, 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
stakeholder
interest
and
management
expectations. Many aspects of our operations are subject to
evolving and increasingly stringent federal, provincial, and local
environmental, health, and safety laws and regulations. Such laws
and regulations impose requirements on 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, loss of stakeholder confidence, or damage to our
reputation or brand.
Pandemics, epidemics, and other public health emergencies
Pandemics, epidemics, and public health emergencies could
occur, which could adversely affect our ability to maintain
operational networks and provide products and services to our
customers, as well as the ability of our suppliers to provide us with
products and services we need to operate our business. Any such
pandemics, epidemics, and other public health emergencies could
also have an adverse effect on the economy and financial markets
resulting in a declining level of retail and commercial activity, which
could have a negative impact on the demand for, and prices of, our
products and services.
Controlling shareholder ownership risk
Rogers is a family-founded, family-controlled company. Voting
control of RCI 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, some of whom are also directors of the Board. The
trustee is the trust company subsidiary of a Canadian chartered
bank.
As at December 31, 2024, private Rogers family holding
companies controlled by the Trust owned approximately 98% of
our outstanding Class A Shares (2023 – 98%) and approximately
9% of our Class B Non-Voting Shares (2023 – 9%), or in total
approximately 27% of the total shares outstanding (2023 – 28%).
Only Class A Shares carry the right to vote in most circumstances.
LITIGATION RISKS
July 2022 network outage
As a result of the network outage that occurred on July 8, 2022, a
total of four applications were filed in the Quebec Superior Court
seeking authorization to commence a class action against Rogers in
relation to this network outage. One of the applications was
subsequently withdrawn. Two additional applications have since
been suspended. The remaining application seeks to institute a
class action on behalf of all persons who, among other things,
experienced a wireless or wireline service interruption as a result of,
or were otherwise impacted by, the outage. The application claims
various damages, including, among others, contractual damages,
damages for lost profits, and punitive damages.
At this time, we are unable to assess the likelihood of success of the
active application or the suspended applications, or predict the
magnitude of any liability we might incur by virtue of the claims
underlying those applications or any corresponding or similar
claims that may be brought against us in the future. As such, we
have not recognized a liability for this contingency. If successful,
one of those claims could have a material adverse effect on our
business, financial results, or financial condition. It is also possible
that similar or corresponding claims could be filed in other
jurisdictions.
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
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2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
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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.
Outcomes of proceedings
In addition to the legal proceedings described above, we are
involved in various other disputes, governmental and/or regulatory
inspections, investigations and proceedings, and other litigation
matters. Such legal proceedings can be complex, costly, and highly
disruptive to our business operations by diverting the attention and
energy of management and other key personnel. It is not possible
for us to predict the outcome of such legal proceedings due to the
various factors and uncertainties involved in the legal process.
Potential outcomes include judgment, awards, settlements, or
orders that could have a material adverse effect on our business,
reputation, financial condition and results. Legal proceedings could
impose restraints on our current or future manner of doing
business. The amounts ultimately paid or received upon settlement
or pursuant to a final judgment, order, or decree may differ
materially from amounts accrued in our financial statements.
Based on information currently known to us, we believe it is not
probable that the ultimate resolution of any of the current legal
proceedings to which we are subject, individually or in total, will
have a material adverse impact 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, 2024, 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 control over financial reporting.
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, 2024, 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, 2024. This
report is included in our 2024 Audited Consolidated Financial
Statements filed on SEDAR+ (sedarplus.ca).
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
In October 2023, we implemented a new enterprise resource
planning system that initially included accounting functions. In
2024, we expanded the system to include certain supply chain
functions,
with
additional
supply
chain
functions
to
be
implemented in 2025. In connection with the implementation, we
updated our internal control over financial reporting, as necessary,
to accommodate related changes to our business processes and
accounting procedures. We will continue to monitor the
effectiveness of these processes going forward.
77 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
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 the Telecommunications Act and the
Broadcasting Act.
Regulation relates to the following, among other things:
•
wireless spectrum and broadcasting licensing;
• carriage and distribution of television programming services;
• wireless and wireline interconnection agreements;
• rates we can charge third parties for access to our wireline and
wireless networks;
• the resale of services on our networks;
• roaming on our networks and the networks of others;
• ownership and operation of our communications systems;
• consumer protection; and
• our ability to acquire an interest in other communications
systems.
Regulatory changes or decisions can adversely affect our results of
operations. See “Regulatory Risk” within “Risk Management” for
more information. Our business can also be impacted by
regulations that are not specific to the telecommunications
industry, such as immigration policies.
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 issues such as copyright, privacy,
cybercrime, and lawful access.
Generally, our spectrum and broadcasting 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, among 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.
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 terrestrial
and satellite BDUs, satellite relay distribution undertakings (SRDU),
radio stations, programming undertakings (conventional television
stations, discretionary services, and on-demand services), and
online streaming services are 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 retail price regulation, other than the CRTC’s
requirement for BDUs to offer a $25/month entry-level basic
television service. Regulations can and do, however, affect the
terms and conditions under which we offer these services.
SPECTRUM LICENCES
Under the Radiocommunication Act and the Telecommunications
Act, ISED Canada 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.
CRTC CODES OF CONDUCT
We are subject to the CRTC’s codes of conduct: the Wireless
Code, the Television Service Provider Code, and the Internet Code.
These codes govern the terms and conditions of service in
contracts between Rogers and our customers in connection with
contract disclosures, early cancellation fees, changes to contracts,
cancellation and renewal rights of customers, and the disclosure of
related costs, among other matters. See “CRTC Wireless Code”
and “CRTC Internet Code” for more information. The CRTC is
currently holding public consultations to enhance protections
under the existing Codes. See “Government of Canada Budget
2024” for more information. In addition, each province has
consumer protection laws that are applicable to our provision of
services. Rogers is also subject to the CRTC’s Wholesale Code,
which governs certain aspects of the commercial arrangements
between BDUs and programming services.
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
licensed under the Broadcasting Act, and
• up to 20% of the voting shares and the related votes of the
operating licensee company.
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.
Pursuant to the Telecommunications Act and associated
regulations,
the
same
rules
also
apply
to
Canadian
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.
Under
the
Telecommunications
Act,
telecommunications
companies
with
less
than
10%
of
the
total
Canadian
MANAGEMENT’S DISCUSSION AND ANALYSIS
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
78
MANAGEMENT’S DISCUSSION AND ANALYSIS
telecommunications market measured by revenue are exempt
from foreign investment restrictions. Companies that are successful
in growing their market shares in excess of 10% of total Canadian
telecommunications market revenue other than by way of merger
or acquisitions will continue to be exempt from the restrictions.
CRTC UNIVERSAL SERVICE OBJECTIVE
The CRTC has 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 has shifted
the focus of its regulatory frameworks from wireline voice services
to broadband Internet access services. 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 underserved 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 CRTC’s Broadband Fund, released on
September 27, 2018 and later modified in Telecom Regulatory
Policy CRTC 2024-328, Broadband Fund policy review – New policy
for funding capital projects. Two calls for applications occurred in
2019, with a third call occurring in 2022. 2020 marked the first year
of payments into the fund, with a maximum funding level of
$100 million in the first year of implementation. This level increased
by $25 million annually to $150 million in 2022. Since 2022, the
industry’s
annual
contribution
has
remained
capped
at
$150 million. This contribution amount will remain unchanged until
the CRTC concludes its ongoing review of the Broadband Fund, at
which point it may set a revised annual funding cap.
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 areas and to
provide a national video relay service (VRS). In 2016, pursuant to
Telecom Regulatory Policy CRTC 2016-496, the CRTC updated the
basic services definition to include voice and data services and set
in motion the evolution of the subsidy program to transition from
voice-centric subsidies to subsidies to support investment in
broadband access networks through the establishment of the
CRTC Broadband Fund. As planned in Telecom Regulatory Policy
CRTC 2018-213, the voice subsidy was eliminated in 2021.
The CRTC collected $176 million of contributions in 2020,
$180 million in 2021, $194 million in 2022, and $198 million in
2023. On November 12, 2024, the CRTC set a final 2024 revenue-
percentage charge of 0.46% and set the interim 2025 rate at
0.46%. The percent of revenue levy is applied to voice and data
revenues with limited exceptions. The interim 2025 rate is subject
to finalization in late 2025.
On March 23, 2023, the CRTC initiated a review of the Broadband
Fund. The CRTC is considering increasing the scope of the
Broadband Fund to include additional project streams and costs. In
December 2024, the CRTC released its first of multiple decisions in
its review of the Broadband Fund. This decision streamlined the
project application process, reduced barriers for First Nations
applicants, and increased community engagement requirements,
among other changes. The CRTC will release additional decisions
that will affect the Broadband Fund in 2025.
CANADA’S ANTI-SPAM LEGISLATION (CASL)
CASL, administered primarily by the CRTC, sets out a
comprehensive regulatory regime regarding online commerce,
including requirements to obtain consent prior to sending
commercial
electronic
messages
and
installing
computer
programs and software. Non-compliance may result in fines of up
to $10 million per violation. We maintain internal practices and
policies to ensure full compliance with CASL.
MANDATORY NOTIFICATION OF PRIVACY BREACHES
The Personal Information Protection and Electronic Documents Act
(PIPEDA), requires federally regulated private sector organizations
to notify the Privacy Commissioner of Canada and impacted
individuals of a privacy breach where it is reasonable to believe the
breach creates a real risk of significant harm to the individual.
Businesses must also keep records of breaches and provide these
records
to
the
Privacy
Commissioner
upon
request.
Non-compliance may result in fines up to $100,000 per violation.
We fully comply with these obligations.
AMENDMENTS TO THE BROADCASTING ACT
On April 27, 2023, Bill C-11, the Online Streaming Act, which
amends the Broadcasting Act, received royal assent and is now law.
On November 9, 2023, the Governor in Council’s Policy Direction
came into force, directing the CRTC, in its implementation of Bill
C-11 to, among other things (i) support Canadian artists and
creative industries; (ii) advance Indigenous storytelling; (iii) increase
representation of equity-seeking groups; (iv) ensure regulations are
equitable, fair, and flexible; (v) redefine Canadian programs; and
(vi) exclude the content of social media and digital creators,
including podcasts, from regulation.
In May 2023, the CRTC launched its multi-year process to
modernize Canada’s broadcasting framework. In June 2024, the
Commission introduced a new financial contribution requirement
to support the production of Canadian and Indigenous content.
The new financial contribution requirement came into effect in
September 2024 and applies to online streaming services that are
not affiliated with Canadian licensed broadcasting undertakings. In
2025, the CRTC will continue to review and reform the
79 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
broadcasting regulatory framework, which could result in the
introduction of new regulatory requirements that impose direct or
indirect financial obligations on Rogers’ traditional and/or online
broadcasting undertakings.
MATTERS ASSOCIATED WITH NETWORK OUTAGE
On July 11, 2022, in response to the network outage that occurred
on July 8, 2022, the Minister for Innovation, Science and Industry
announced he had directed the major telecommunications
companies in Canada to improve the resilience and reliability of
their networks by ensuring formal arrangements are in place within
60 days that will address (i) emergency roaming, (ii) mutual
assistance during outages, and (iii) a communication protocol to
better
inform
the
public
and
authorities
during
telecommunications emergencies. On September 7, 2022, we
announced that a formal memorandum of understanding had
been signed among Canada’s major telecommunications carriers
regarding reciprocal support for emergency roaming, mutual
assistance, and communications protocols in the event of a future
network outage.
The House of Commons Standing Committee on Industry and
Technology held meetings to study the network outage in July
2022, during which representatives from Rogers, among others,
appeared. On July 12, 2022, the CRTC issued a request for
information asking us to respond to detailed questions and provide
a comprehensive explanation regarding the network outage. The
CRTC requested a detailed account as to why and how this
network outage happened, as well as what measures we will put in
place to prevent future outages. On July 22, 2022, we provided
responses to the CRTC’s questions. On August 22, 2022, Rogers
filed responses to a subsequent request for information. The CRTC
engaged an external party (Xona Partners Inc.) to prepare a report
and Rogers participated in this process. On July 4, 2024, the CRTC
published the executive summary of the report completed by Xona
and noted in a public letter Rogers’ implementation of all of Xona’s
recommendations to further enhance the reliability of Rogers’
networks. In November 2024, the CRTC published a redacted
version of the full report, closing the proceeding.
WIRELESS
ANNUAL MOBILE SPECTRUM LICENCE FEES
In November 2024, ISED Canada released Consultation on a Fee
Framework and Amendments to Conditions of Licence for Certain
Spectrum Licences Used to Provide Commercial Mobile Services
Below 10 GHz. The Consultation proposes to apply a new three-tier
annual spectrum fee rate structure to the following mobile
spectrum bands: AWS-1; AWS-4; Cellular 850 MHz, PCS 1900
MHz; BRS 2500 MHz non-auctioned licences; 3500 MHz
non-auctioned licences; and WCS 2300 MHz licences. The
Consultation also proposes to use Statistics Canada 2021 census
data for calculating the amount of fees that would be payable each
year. Annual mobile spectrum fees are currently paid for Cellular
850 MHz and certain PCS 1900 MHz licences using 2001 census
data. Comments were submitted in January and a decision is
anticipated in 2025. Implementation of the new framework is
proposed for March 2026.
MILLIMETRE WAVE SPECTRUM
In June 2022, ISED Canada released Consultation on Policy and
Licensing Framework for Spectrum in the 26 GHz, 28 GHz and 38
GHz bands. The Consultation proposes to license millimetre wave
spectrum in the 26 GHz, 28 GHz, and 38 GHz bands using a
spectrum auction. The Consultation proposes to license a total of
1.6 GHz in the combined 26 GHz/28 GHz band and 1.6 GHz in the
38 GHz band. It also proposes the use of one of the following two
potential pro-competitive measures: an 800 MHz set-aside for
non-national (i.e. regional) service providers across the three bands
or an 800 MHz spectrum cap across the three bands. A decision is
outstanding.
3800 MHZ SPECTRUM LICENCE BANDS
ISED Canada’s 3800 MHz spectrum licence auction began on
October 24, 2023 and concluded on November 24, 2023; the
results were released on November 30, 2023. Twenty-two
companies participated in the auction and 4,099 of 4,300 licences
were awarded to twenty of those participants, with a total value of
$2.2 billion. We won 860 licences across the country at a cost of
$475 million. We made payments for these licences in January
2024 for $95 million and May 2024 for $380 million. Upon
acquisition in May 2024, we recognized the spectrum licences as
indefinite-life intangible assets of $480 million, including directly
attributable costs.
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
use when it reviews spectrum licence transfers, including
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.
CRTC WIRELESS CODE
The CRTC’s Wireless Code imposes obligations on wireless carriers
on provision of wireless services to consumers and small
businesses. Obligations relate to, and include, maximum contract
term length, data overage and data roaming bill caps, device
unlocking rules, and contract disclosures and summaries. It also
sets out the rules for device subsidies, device financing, 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 or financing they received.
MANAGEMENT’S DISCUSSION AND ANALYSIS
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
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MANAGEMENT’S DISCUSSION AND ANALYSIS
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,
radio
licences,
and
broadcasting certificates must share towers and antenna sites,
where technically feasible, at commercial rates; and
• 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.
POLICY DIRECTION TO THE CRTC ON
TELECOMMUNICATIONS
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. It requires 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.
On February 13, 2023, the Order Issuing a Direction to the CRTC
on a Renewed Approach to Telecommunications Policy came into
effect. Building on the direction and objectives set out in the
previous Order, it adds the required principles of effective
regulation that the CRTC must follow. The principles most notably
include transparency, predictability, coherence, and efficiency, and
also state the CRTC should ensure proceedings are held, and
decisions released, in a timely manner. It also requires the CRTC to
consider
fixed
Internet
competition
and
mobile
wireless
competition,
including
maintaining
regulatory
frameworks
regarding wholesale services for both fixed Internet and wholesale
roaming services for mobile wireless. It also requires the CRTC to
enhance
and
protect
the
rights
of
consumers
in
telecommunication markets, and to continue taking measures to
support universal access to high-quality, reliable, and resilient fixed
Internet and mobile wireless services.
CRTC REVIEW OF MOBILE WIRELESS SERVICES
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.
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.
Eligible regional wireless carriers may only use the mandated
MVNO access regime to serve consumers and small business end
users (where small businesses are defined as accounts with less
than 100 lines).
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 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. The CRTC also mandated retail rate
plans for low-cost and occasional use. These plans were
implemented on July 14, 2021.
On April 6, 2022, the CRTC issued Telecom Decision CRTC
2022-102, Updates to national wireless carriers’ GSM-based
wholesale mobile wireless roaming tariffs to incorporate seamless
hand-off and 5G roaming, which requires the implementation of
seamless roaming, including using one-way seamless hand-off. The
CRTC directed the national wireless carriers to begin accepting
written requests for seamless roaming from regional wireless
carriers effective immediately. The CRTC considers that its
determinations in this decision will assist with the implementation
of seamless roaming to the benefit of regional wireless carriers and
reduce barriers to entry into the market and to competition for
telecommunications service providers that are new, regional, or
smaller than the incumbent national service providers.
On October 19, 2022, the CRTC issued Telecom Decision CRTC
2022-288, Facilities-based wholesale mobile virtual network
operator (MVNO) access tariffs – Commission determinations on
proposed terms and conditions, which determined that wholesale
MVNO access service is available for use by regional wireless
carriers that have deployed their own home Public Mobile Network
(PMN) somewhere in Canada and are also offering retail wireless
services. To be eligible for the MVNO access, a regional wireless
carrier must be registered with the CRTC as a wireless carrier, must
have home PMN somewhere in Canada, and must be actively
offering mobile wireless services commercially to retail customers.
The CRTC has directed the incumbents to modify their tariffs in
accordance with its determination, and noted that entities that are
not currently eligible for the service may become eligible over the
course of the mandate if they acquire rights to spectrum, and invest
in a home PMN and start offering retail service.
On October 9, 2024, the CRTC issued Telecom Decision CRTC
2024-238, Facilities-based wholesale mobile virtual network
operator (MVNO) access tariffs – Expanding the scope to include
enterprise and Internet of Things customers, expanding the scope
of the CRTC’s mandated MVNO regime to include the enterprise
and Internet of Things and machine-to-machine (IoT/M2M)
81 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
segments of the market (where enterprises are defined as accounts
with 100 lines or more). On January 24, 2025, we submitted an
application to review and vary Telecom Decision CRTC 2024-238.
CRTC DECISION ON FINAL OFFER ARBITRATION BETWEEN
ROGERS AND QUEBECOR REGARDING MVNO ACCESS
RATES
In Telecom Regulatory Policy CRTC 2021-130 – Review of Mobile
Wireless Services, the CRTC mandated that the national carriers,
including Rogers, provide mobile virtual network operator (MVNO)
service to regional carriers possessing mobile spectrum licences.
Under the policy, if parties are unable to agree upon commercial
rates, either party may refer the dispute to the CRTC for final offer
arbitration. Because Rogers and Quebecor were unable to reach
an agreement, the matter was put before the CRTC. On July 24,
2023, in Telecom Decision CRTC 2023-217, the CRTC accepted
Quebecor’s offer and directed the parties to enter into an MVNO
access agreement consistent with that offer. On August 23, 2023,
we brought a motion to the Federal Court of Appeal (FCA) for
leave to appeal the CRTC’s decision. On August 16, 2024, the FCA
granted our leave to appeal.
ISED CANADA CONDITIONS OF LICENCE RELATING TO
WIRELESS SERVICE WITHIN THE TTC SUBWAY SYSTEM
On July 24, 2023, ISED Canada announced it had initiated a
Consultation on Conditions of Licence relating to the Provision of
Service within the TTC subway system. On September 11, 2023, the
Minister of Innovation, Science and Industry announced new
spectrum licence conditions, which required carriers to (i) provide
equivalent levels of service to all TTC subway riders by October 3,
2023; (ii) expand existing network coverage in order to provide full
voice, text, and data services throughout the TTC subway system
within specific timeframes; and (iii) provide service in all future
stations and tunnels at the same time as they are made operational
by the TTC. On October 2, 2023, we announced we had
developed and introduced an immediate solution to activate 5G
service for transit riders from all major Canadian wireless carriers in
the busiest sections of the TTC subway system.
GOVERNMENT OF CANADA BUDGET 2024
The 2024 Federal Budget, published in April 2024, included a plan
to (i) address specific fees that make it hard for consumers to
change or cancel their plans, (ii) ensure businesses are transparent
with prices, and (iii) make life more affordable for Canadians. In
June
2024,
Parliament
introduced
amendments
to
the
Telecommunications Act to address the Budget, imposing new
requirements on service providers to remove barriers to switching
by prohibiting some fees, improving notifications to consumers
about their contract terms, and enhancing self-service tools for
consumers. The CRTC public consultations to enact these new
requirements are ongoing. The CRTC is also holding a consultation
on standard information requirements on price, speed, and other
metrics for Internet services to help consumers easily compare
plans. A public hearing is scheduled for June 2025.
ACCESS TO SUPPORT STRUCTURES
On February 15, 2023, in Telecom Regulatory Policy 2023-31, the
CRTC made several determinations intended to facilitate access to
poles owned by Canadian carriers (telecommunications poles) or
poles to which Canadian carriers control access. The CRTC set
expedited timelines for large telephone companies to provide
competitors with access to poles, which should enable cable
competitors to roll out broadband networks more quickly and
efficiently and increase competition across Canada. The CRTC also
clarified responsibilities for pole maintenance and the sharing of
costs related to the installation of equipment and required large
telephone companies to increase transparency and accountability.
Provincial and territorial governments were encouraged to
coordinate with telecommunications service providers and other
stakeholders to facilitate network deployment.
On February 5, 2024, in Telecom Notice of Consultation CRTC
2024-25, the CRTC invited parties to comment on: the CRTC’s
jurisdiction over the deployment of wireless facilities on support
structures owned or controlled by incumbent local exchange carriers
(ILECs); the application of the current ILEC support structure tariffs to
the attachment of wireless facilities; and, the requirement for
competitors to obtain a permit to deploy wireless facilities on ILEC-
owned or -controlled support structures. The CRTC intends to
provide greater regulatory certainty to those seeking access to ILEC-
owned or -controlled support structures and to promote the efficient
deployment of wireless networks, including 5G-capable networks. In
particular, the CRTC is examining whether it should modify existing
rules that allow third parties to attach 5G small cells. The CRTC
concurrently denied applications by Rogers seeking interim and final
orders directing Bell and Telus to process and grant permits to attach
wireless equipment in accordance with their approved support
structure tariffs. The record of these applications will be incorporated
into the new proceeding.
CABLE
ISED CANADA REVIEW OF THE SHAW TRANSACTION
On March 31, 2023, the Minister of Innovation, Science and
Industry approved the transfer of Freedom’s spectrum licences to
Videotron, following which the Shaw Transaction and Freedom
Transaction closed on April 3, 2023. As part of the regulatory
approval process, we have agreed to certain legally enforceable
undertakings with ISED Canada, which reflect commitments we
made when the Shaw Transaction was announced, including:
•
$1 billion of investments over five years to connect rural, remote,
and Indigenous communities across Western Canada and to
close critical connectivity gaps faster for underserved areas,
including to make broadband Internet services available where
broadband Internet at a minimum 50 megabit per second
(Mbps) download speeds and 10 Mbps upload speeds is not
currently available and to make 5G wireless service available
where mobile service using long-term evolution (LTE) is not
available;
• $2.5 billion of investments over five years to enhance and
expand 5G coverage across Western Canada and $3 billion over
five years related to additional network, services, and technology
investments, including the expansion of our Cable network;
• expanding Connected for Success, our low-cost, high-speed
Internet program, to low-income Canadians across Western
Canada and implementing a new Connected for Success
wireless program for low-income Canadians across Canada, such
that Connected for Success will be available to more than
2.5 million eligible Canadians within five years;
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2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
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MANAGEMENT’S DISCUSSION AND ANALYSIS
•
maintaining a strong presence in Western Canada, including
creating 3,000 new jobs within five years (and maintaining those
jobs until the tenth anniversary of closing) and maintaining a
Western Canada headquarters in Calgary for at least ten years; and
• continuing to offer wireless plans to existing Shaw Mobile
customers as at the closing date with the same terms and
conditions (including eligibility) as the Shaw Mobile plans that
were available as at the closing date for five years.
We will report on our progress towards each of these undertakings
every year until such commitments have been met or for up to ten
years after the closing date of the Shaw Transaction, whichever is
earlier, including through a report that will be posted publicly on
our website (the first of which was published in April 2024). If any
material element of any of the above commitments is not met, we
could be liable to pay ISED Canada $100 million in damages per
year (to a maximum of $1 billion) until the earlier of (i) such material
elements having been met or fulfilled or (ii) ten years after the
closing date of the Shaw Transaction.
COPYRIGHT RETRANSMISSION OF DISTANT SIGNALS
The Copyright Board of Canada establishes the royalties paid for the
use of copyrighted works, including the rates that our broadcasting
undertakings pay for the broadcast and distribution of audio and
audiovisual works. Pursuant to section 31(2) of the Copyright Act,
BDUs are permitted to retransmit programming within distant
over-the-air television signals as part of a compulsory licensing
regime pursuant to the rates approved by the Copyright Board.
On December 18, 2018, the Board released the approved rates for
the 2014-2018 tariff period (Initial Rate Decision). The Copyright
Collectives and the BDUs each collectively sought judicial review of
the Initial Rate Decision. On July 22, 2021, the FCA directed the
Copyright Board to correct certain errors in connection with its
Initial Rate Decision. On January 12, 2024, the Copyright Board
issued its decision in the redetermination of the 2014-2018 tariff
period (Redetermination Decision), which reduced the monthly
per-subscriber rates for the years 2015-2018 on a retroactive basis.
On February 9, 2024, the Collectives applied to the FCA seeking
judicial review of the Redetermination Decision, which we, along
with Bell, Telus, Cogeco, and Videotron, are opposing. The FCA
hearing is expected to occur in early April 2025. If the
Redetermination Decision is not upheld, Rogers could become
subject to significantly increased royalty rates for the 2016-2018
period, negatively impacting our financial results.
A Copyright Board hearing to set the rates for one or both of the
subsequent tariff periods (2019-2023 and 2024-2028) could start in
2025. If, pursuant to any such hearing, the Copyright Board issues a
decision that aligns with the Collectives’ proposed tariff rates for
either of such subsequent periods, we could become subject to
significantly higher royalty rates, negatively impacting our financial
results.
CRTC INTERNET CODE
The Internet Code is a mandatory code of conduct for large,
facilities-based ISPs and related affiliates that applies to the
companies’ provision of fixed wireline Internet access services to
individual customers. Obligations relate to and include maximum
contract term length, early cancellation fees, contract disclosures
and summaries, and notice prior to service cancellations.
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 (HSA) services (2019
Order), the CRTC set final rates for facilities-based carriers’ wholesale
HSA, including Rogers’ TPIA service. Rogers in conjunction with the
other large Canadian cable companies (Cable Carriers) appealed the
decision to the Federal Court of Appeal (Court). On September 10,
2020, the FCA dismissed the Cable Carriers’ appeal and vacated the
interlocutory stay previously granted. On February 25, 2021, a motion
for Leave to Appeal the FCA’s decision with the Supreme Court of
Canada was dismissed without reasons.
On November 13, 2019, Rogers, in conjunction with the other
Cable Carriers, filed an appeal of the 2019 Order with the Federal
Cabinet. 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; however,
they decided not to refer the matter back to the CRTC, given that a
review and vary application filed by Rogers and the other Cable
Carriers was already before the CRTC.
On December 13, 2019, Rogers, in conjunction with the other
Cable Carriers, filed an Application with the CRTC seeking review
and variance and stay of the 2019 Order. 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 May 27, 2021, the CRTC released Telecom Decision CRTC
2021-181 (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. On July 22, 2024, the FCA
dismissed the appeal. Rogers, Bell, and several cable companies
are opposing an application for leave to appeal that decision to the
Supreme Court of Canada.
CRTC REVIEW OF WHOLESALE WIRELINE
TELECOMMUNICATIONS SERVICES
On March 8, 2023, the CRTC released Telecom Notice of
Consultation CRTC 2023-56 to provide notice of a public hearing
to be held for its review of the existing framework for wholesale
HSA services in light of changing market conditions, the significant
challenges in implementing the framework, and the importance to
Canadians of having access to greater choice and more affordable
services. The CRTC had requested comments on several issues,
including the preliminary views that (i) the provision of aggregated
wholesale HSA services should be mandated; (ii) access to FTTH
facilities should be provided over these services; and (iii) the
provision of FTTH facilities over aggregated wholesale HSA services
should be mandated on a temporary and expedited basis until the
CRTC reaches a decision as to whether such access is to be
provided indefinitely.
83 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
On November 6, 2023, the CRTC released Telecom Decision CRTC
2023-358, mandating the incumbent local exchange carriers to
provide competitors with access to their FTTH facilities over
aggregated wholesale HSA in Quebec and Ontario by May 7, 2024.
The CRTC found that the hybrid fibre-coaxial networks of cable
carriers, such as Rogers, already service the majority of wholesale-
based competitors and concluded that, given the temporary nature
of the aggregated FTTH access mandate being considered, it would
be neither efficient nor proportionate to mandate cable carriers to
implement
it.
The
public
hearing
on
wholesale
wireline
telecommunications services commenced on February 12, 2024.
On August 13, 2024, the CRTC released Telecom Regulatory Policy
CRTC 2024-180, Competition in Canada’s Internet service markets,
mandating Bell, Telus, and SaskTel to provide wholesale access to
their FTTH network by February 13, 2025. Additionally, the Policy
also (i) provided a five-year regulatory holiday on new FTTH builds,
(ii) prohibited incumbent carriers from accessing wholesale
services, on any technology, within their historical serving area, and
(iii) exempted cable companies from any FTTH obligations but
maintained their wholesale HFC requirements.
On November 6, 2023, Bell filed a petition to the Governor in
Council asking for CRTC 2023-358 to be overturned, or, in the
alternative, have Rogers, Bell, and Telus prohibited from accessing
mandated wholesale FTTH services across Canada. In response, on
November 5, 2024, the Governor in Council issued a cabinet order
referring CRTC 2023-358 back to the CRTC to reconsider, whether
Rogers, Bell, and Telus should be prohibited from accessing
mandated wholesale FTTH in Ontario, and Quebec. Additionally,
Rogers and a coalition of regional carriers (Eastlink, Cogeco,
CNOC, and SaskTel) separately filed review and vary applications
with the CRTC on November 12 and 7, 2024, respectively. The
coalition also filed a petition to the Governor in Council on
November 8, 2024. The applications and the petition all request
the CRTC vary CRTC 2024-180 to prohibit Rogers, Bell, and Telus
from accessing mandated wholesale broadband access anywhere
in Canada and using any technology, including cable HFC. On
February 3, 2025, the CRTC determined that overturning Telecom
Decision 2023-358 would not be in the public interest given the
“temporary” nature of the decision. The CRTC will instead consider
whether large incumbents’ use of wholesale access would have
material negative effects on future investment and long-term
competition in its consolidated proceeding to address the
applications to review and vary Telecom Regulatory Policy CRTC
2024-180, which the CRTC intends to complete by summer 2025.
TELEVISION SERVICES DISTRIBUTION
BDUs are required to offer customers an option for a small basic
service consisting of Canadian local and regional channels (local
radio is optional), mandatory Canadian services, community and
provincial legislature channels, provincial/territorial educational
channels, and, should they wish, US 4+1 networks. The retail rate
for this entry-level service is capped at $25 per month (excluding
equipment). Further, all channels above the basic tier must be
offered on an à la carte basis and in smaller, reasonably priced
packages. BDUs are required to ensure the majority of
programming services offered to consumers are Canadian
channels. As a result of the decision approving the Shaw
Transaction, our BDUs are also required to carry 45 Canadian
independent English or French programming services.
CRTC LICENCE RENEWAL DECISIONS
On August 8, 2023, pursuant to Broadcasting Decision CRTC
2023-245, the CRTC administratively renewed our television
stations,
discretionary
services,
on-demand
services
(video-on-demand and terrestrial PPV), and terrestrial BDUs until
August 31, 2026. On December 14, 2023, pursuant to
Broadcasting Decision CRTC 2023-413, the CRTC administratively
renewed our direct-to-home (DTH) PPV licence until August 31,
2026. Our DTH BDU and SRDU licences were renewed in
November 2019, each with a seven-year term expiring August 31,
2026. The licences for our commercial radio stations, which we
operate in British Columbia, Alberta, Manitoba, Ontario, and Nova
Scotia, have been individually renewed at various times, with terms
expiring between August 31, 2026, and August 31, 2030.
CRTC CONSULTATION ON MARKET DYNAMICS
On January 9, 2025, the CRTC launched Broadcasting Notice of
Consultation CRTC 2025-2, The Path Forward – Working towards a
sustainable Canadian broadcasting system. The CRTC set out two
key goals to guide this consultation: (i) a sustainable model for the
delivery and discoverability of diverse Canadian and Indigenous
content and (ii) a fair and competitive marketplace. Regarding the
first goal, the CRTC will focus on issues surrounding access,
discoverability, and connected devices. It will also consider the
effectiveness of existing regulatory tools, including:
• mandatory distribution of programming services pursuant to
9.1(1)(h) orders;
•
requiring BDUs to distribute at least one discretionary service of
an
independent
programming
undertaking
for
each
discretionary service of a related programming undertaking it
distributes;
• requirements for a $25 basic service and offering all services on a
pick-and-pay basis and in small, affordable packages; and
• requiring BDUs to offer a preponderance of Canadian services to
subscribers.
Regarding the second goal, the consultation will examine the
effectiveness of the Wholesale Code, the concept of good faith
negotiation, and data gathering and sharing. The CRTC will also
consider the modernization of dispute resolution with specific
questions about the effectiveness of existing alternative dispute
resolution mechanisms, staff-assisted mediation, the standstill rule,
and final offer arbitration. The CRTC also aims to review its undue
preference framework for traditional broadcasters and consider its
relevance for online undertakings. A public hearing is scheduled to
begin on May 12, 2025.
MEDIA
CRTC CONSULTATION ON CANADIAN CONTENT
On November 15, 2024, the CRTC launched Broadcasting Notice
of Consultation CRTC 2024-288, The Path Forward – Defining
“Canadian program” and supporting the creation and distribution
of Canadian programming in the audio-visual sector. This
proceeding will review certain existing regulatory tools used to help
support the creation, funding, and distribution of audio-visual
Canadian programming. The CRTC seeks to determine how to:
• better support and promote Canadian stories through audio
visual programming that makes use of Canadian creativity and
other resources, including French-language, Indigenous, and
news content;
MANAGEMENT’S DISCUSSION AND ANALYSIS
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
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MANAGEMENT’S DISCUSSION AND ANALYSIS
• facilitate flexible audio-visual Canadian programming and a
financial support ecosystem that encourages a variety of
productions, and a variety of business, broadcast, and
distribution models;
•
better recognize the role played by Canadian key creators in the
creation, broadcast, and distribution of audio-visual Canadian
programming;
• foster a sustainable Canadian broadcasting system where
Canadian creators can profit from their creations, including
through intellectual property rights;
• further the exportability and discoverability of Canadian
programming; and
• ensure Canada’s diversity is reflected in the Canadian
broadcasting system.
The CRTC asks several questions concerning:
•
how to modernize the current definition of “Canadian program”;
• whether and how to adjust Canadian Programming and
programs of national interest (PNI) expenditure requirements
and the funding of at-risk programming (including news
content);
• whether and how to address the use of AI; and
• how to ensure the CRTC, the broadcasting industry, and
Canadians have access to data and information to make
informed choices about Canadian programs.
A public hearing is scheduled to begin on March 31, 2025.
THE ONLINE NEWS ACT
On June 22, 2023, Bill C-18, the Online News Act, received royal
assent and became law. The Online News Act aims to enhance
fairness in the Canadian digital marketplace and to contribute to
the sustainability of the Canadian news sector by establishing a
bargaining framework for commercial agreements between the
largest digital platforms and eligible news businesses. On
October 28, 2024, the CRTC approved Google LLC’s application
for an exemption from the Online News Act with respect to Google
Search, given that Google has agreed to contribute $100 million
annually to Canadian news businesses. Google’s annual monetary
contribution will be administered by the Canadian Journalism
Collective. The maximum amount that can be allocated to
Canadian broadcasters that produce news is capped at 30% under
the Online News Act Application and Exemption Regulations. On
December 12, 2024, the CRTC released its framework governing
the formal bargaining process under the Online News Act.
MODERNIZATION OF RADIO REGULATION
On November 15, 2024, the CRTC launched a consultation to
modernize
the
regulatory
framework applicable
to radio
undertakings operating in Canada, with the objective of reducing
the framework’s administrative burden. In this proceeding, the
CRTC will consider new compliance measures, including the use of
administrative monetary penalties (AMPs) in connection with severe
non-compliance, repeated non-compliance, or both. The CRTC will
consider issues related to the contributions of radio broadcasters,
including regulatory requirements for audio programming, in a
separate proceeding.
85 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
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 we are entitled. Any amounts above
the minimum enforceable amounts are recognized as revenue as
they are earned.
Determining the appropriate amortization period for deferred
commission costs assets
We use estimates in determining the timing over which we will
receive the expected pattern of benefits from the payment of
commissions.
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.
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-
adjusted value of derivatives requires assessment of the credit risk
of the parties to the instruments and the instruments’ discount
rates.
MANAGEMENT’S DISCUSSION AND ANALYSIS
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MANAGEMENT’S DISCUSSION AND ANALYSIS
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, 2024.
(In millions of dollars)
Increase (decrease) in
accrued benefit obligation
Discount rate
Impact of 0.5% increase
(174)
Impact of 0.5% decrease
197
Rate of future compensation increase
Impact of 0.25% increase
12
Impact of 0.25% decrease
(12)
Mortality rate
Impact of 1 year increase
36
Impact of 1 year decrease
(40)
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” or “restructuring, acquisition and other”, as
applicable, 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.
BUSINESS COMBINATIONS
We use estimates in determining the value of assets acquired and
liabilities assumed in business combinations, most significantly
property, plant and equipment and intangible assets, including the
related deferred tax impacts.
Valuation of acquired property, plant and equipment can be
complex and may require significant estimation, including
characteristics such as size, age, replacement cost, and other
characteristics of different assets. Each of these characteristics can
have a significantly different cost to build or replace, and therefore
fair value.
Property, plant and equipment (other than land and building) is
often valued using a depreciated replacement cost approach,
which requires estimating the gross replacement cost of each asset
(either through direct comparison to current prices or by applying
inflationary factors to historical costs) and then applying a
depreciation factor to reflect the age of the in-service asset.
Land and building assets are often valued using an income
approach (for buildings) and a direct market comparison approach
(for the underlying land). This involves assessing comparable
properties in the relevant markets to identify characteristics, such as
vacancy rates and income capitalization rates, to apply to the
valuation of each building. Land is often valued by comparing to
similar plots of land in the relevant markets.
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 distinct items we do
not sell separately, we estimate stand-alone selling prices using the
adjusted market assessment approach.
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 leases. In making this
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.
87 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
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.
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.
Certain of our leases contain extension or renewal options that are
exercisable only by us and not by the lessor. At 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 network leases, 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 judgments in choosing methods 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.
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.
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
testing.
The
allocation
of
goodwill
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.
In particular for Media, we have determined that goodwill is
monitored and should be tested for impairment at the Media
segment level as a whole, rather than at the underlying business by
business level, based on the interdependencies across Media and
how it sells and goes to market.
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 and in determining the appropriate allocation of shared
costs between our 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.
MANAGEMENT’S DISCUSSION AND ANALYSIS
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CONTINGENCIES
Considerable judgment is involved in the determination of
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
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.
BUSINESS COMBINATIONS
We use significant judgment to determine what is, and what is not,
part of a business combination, including the timing of when
control transfers to us. This requires assessing the nature of other
transactions entered into with the acquiree to ensure we account
for the business combination using only the consideration
transferred for the assets acquired and liabilities assumed in the
exchange.
We also use significant judgment in determining the valuation
methodologies applied to various assets and liabilities.
ASSETS HELD FOR SALE
Classifying assets or disposal groups as held for sale can require
significant judgment in determining if the sale is highly probable,
especially for larger assets or disposal groups. This requires an
assessment of, among other things, whether management is
committed to the sale and it is unlikely significant changes to the
disposal plan will be made.
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:
Years ended December 31
(In millions of dollars)
2024
2023
% Chg
Revenue
45
36
25
Purchases
231
203
14
We have entered into business transactions with Dream Unlimited
Corp. (Dream), which is controlled by our Director Michael J.
Cooper. Dream is a real estate company that rents spaces in office
and residential buildings. Total amounts paid to this related party
were nominal for each of 2024 and 2023.
We have also entered into certain transactions with our controlling
shareholder and companies it controls. These transactions are
89 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
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 2024 and 2023.
On closing of the Shaw Transaction, we entered into an advisory
agreement with Brad Shaw in accordance with the arrangement
agreement, pursuant to which he will be paid $20 million for a
two-year period following closing in exchange for performing
certain services related to the transition and integration of Shaw, of
which $10 million was recognized in net income and paid during
the year ended December 31, 2024 (2023 – $8 million). We have
also entered into certain other transactions with the Shaw Family
Group. Total amounts paid to the Shaw Family Group in 2024 and
2023 were under $1 million. We also assumed a liability of
$102 million through the Shaw Transaction related to a legacy
pension arrangement with one of our directors whereby the
director will be paid $1 million per month until March 2035,
$12 million of which was paid in 2024 (2023 – $8 million).
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.
NEW ACCOUNTING PRONOUNCEMENTS ADOPTED IN
2024
We adopted the following IFRS amendments in 2024. Except for
the amendments to IAS 7 and IFRS 7, they did not have a material
effect on our consolidated financial statements.
•
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.
• Amendments to IFRS 16, Leases – Lease Liability in a Sale and
Leaseback, clarifying subsequent measurement requirements for
sale and leaseback transactions for seller-lessees.
• Amendments to IAS 1, Presentation of Financial Statements –
Non-current Liabilities with Covenants, modifying the 2020
amendments to IAS 1 to further clarify the classification,
presentation, and disclosure requirements in the standard for
non-current liabilities with covenants.
• Amendments to IAS 7, Statement of Cash Flows and IFRS 7,
Financial
Instruments:
Disclosures
–
Supplier
Finance
Arrangements, adding disclosure requirements that require
entities to provide qualitative and quantitative information
about supplier finance arrangements.
RECENT ACCOUNTING PRONOUNCEMENTS NOT YET
ADOPTED
The IASB has issued the following new standard and amendments
that will become effective in future years:
• IFRS 18, Presentation and Disclosure in Financial Statements
(replacing IAS 1, Presentation of Financial Statements), with an
aim to improve how information is communicated in the financial
statements, with a focus on information in the statement of
income (January 1, 2027).
• Amendments to IFRS 9, Financial Instruments and IFRS 7,
Financial
Instruments:
Disclosures,
clarifying
both
the
classification of financial assets linked to environmental, social,
and governance as well as the timing in which a financial asset or
financial liability is derecognized when using electronic payment
systems (January 1, 2026).
We are assessing the impacts IFRS 18 and the amendments to IFRS
9 and IFRS 7 will have on our consolidated financial statements. We
do not expect the amendments to have a material impact.
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, some of which are supplementary financial
measures (see “Non-GAAP and Other Financial Measures”), are not
measurements in accordance with IFRS. They include:
• subscriber counts;
• Wireless;
• Cable; and
• homes passed (Cable);
• Wireless subscriber churn (churn);
• Wireless mobile phone 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 is represented by each identifiable
telephone number.
• We report wireless subscribers in two categories: postpaid
mobile phone and prepaid mobile phone. Postpaid and
prepaid include voice-only subscribers and subscribers with
service plans including 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 30 days from the date of their last revenue-generating usage.
Subscriber count (Cable)
• Cable retail Internet, Video, and Home Monitoring subscribers
are represented by a dwelling unit; Cable Home Phone
subscribers are represented by line counts.
• 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 individual subscriber, whether the service is invoiced
separately or included in the tenant’s rent. Institutional units,
such as hospitals or hotels, are each considered one subscriber.
• Cable retail Internet, Video, Home Monitoring, and Home
Phone subscribers include only those subscribers who have
service installed and operating, and who are being billed
accordingly.
• Subscriber counts exclude satellite subscribers, 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.
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. 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, 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.
MOBILE PHONE AVERAGE REVENUE PER USER (WIRELESS)
Mobile phone ARPU helps us identify trends and measure our
success in attracting and retaining higher-value subscribers. Mobile
phone 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.
CUSTOMER RELATIONSHIPS
Customer relationships are represented by dwelling units where at
least one of our Cable services (i.e. retail Internet, legacy television
or Rogers Xfinity 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.
MANAGEMENT’S DISCUSSION AND ANALYSIS
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
90
MANAGEMENT’S DISCUSSION AND ANALYSIS
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 paid
for the year by net income or free cash flow for the year. In previous
years this ratio was calculated using dividends declared, however
with the 2023 amendment to the DRIP there is now a difference in
the amount of dividends declared vs the amount of dividends paid.
This update to the calculation ensures that it is a cash flow measure.
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.
91 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
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
How it is useful
How we calculate it
Most directly
comparable
IFRS financial
measure
Adjusted net
income
• 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.
Net (loss) 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;
depreciation and amortization on
fair value increment of Shaw
Transaction-related assets; and
income tax adjustments on these
items, including adjustments as a
result of legislative or other tax rate
changes.
Net (loss) income
Taxes paid and other
government
payments
• To assess how much cash we pay in taxes and fees to federal,
provincial, and municipal governments.
Income taxes paid
add
unrecoverable sales taxes paid;
payroll taxes paid, regulatory and
spectrum fees paid; and property
and business taxes paid.
Income taxes paid
Pro forma trailing
12-month adjusted
EBITDA
• To illustrate the results of a combined Rogers and Shaw as if the
Shaw Transaction had closed at the beginning of the trailing
12-month period.
Trailing 12-month adjusted EBITDA
add
Acquired Shaw business adjusted
EBITDA – January 2023 to March
2023
Trailing 12-month
adjusted EBITDA
Non-GAAP ratios
Specified financial
measure
How it is useful
How we calculate it
Adjusted basic
earnings per
share
Adjusted diluted
earnings per
share
• 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.
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.
Pro forma debt
leverage ratio
• We believe this helps investors and analysts analyze our ability to
service our debt obligations, with the results of a combined
Rogers and Shaw as if the Shaw Transaction had closed at the
beginning of the trailing 12-month period.
Adjusted net debt
divided by
pro forma trailing 12-month adjusted EBITDA
Total of segments measures
Specified financial
measure
Most directly comparable IFRS financial measure
Adjusted EBITDA
Net income
MANAGEMENT’S DISCUSSION AND ANALYSIS
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
92
Capital management measures
Specified financial
measure
How it is useful
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 economic 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.
Supplementary financial measures
Specified financial
measure
How we calculate it
Adjusted EBITDA
margin
Adjusted EBITDA
divided by
revenue.
Wireless mobile
phone average
revenue per user
(ARPU)
Wireless service revenue
divided by
average total number of Wireless mobile phone subscribers for the relevant period.
Cable average
revenue per account
(ARPA)
Cable service revenue
divided by
average total number of customer relationships for the relevant period.
Capital intensity
Capital expenditures
divided by
revenue.
Return on assets
Net income
divided by
total assets.
Dividend payout
ratio of net income
Dividends paid
divided by
net income.
Dividend payout
ratio of free cash flow
Dividends paid for the year
divided by
free cash flow (defined above).
RECONCILIATION OF ADJUSTED EBITDA
Years ended December 31
(In millions of dollars)
2024
2023
Net income
1,734
849
Add (deduct):
Income tax expense
572
517
Other (income) expense
(6)
362
Finance costs
2,295
2,047
Restructuring, acquisition and other
406
685
Depreciation and amortization
4,616
4,121
Adjusted EBITDA
9,617
8,581
RECONCILIATION OF ADJUSTED NET INCOME
Years ended December 31
(In millions of dollars)
2024
2023
Net income
1,734
849
Add (deduct):
Restructuring, acquisition and other
406
685
Depreciation and amortization on fair value
increment of Shaw Transaction- related assets
917
764
Loss on non-controlling interest purchase
obligation 1
–
422
Income tax impact of above items
(338)
(366)
Income tax adjustment, tax rate change
–
52
Adjusted net income
2,719
2,406
MANAGEMENT’S DISCUSSION AND ANALYSIS
1 See “Review of Consolidated Performance” for more information as to the nature of
this adjustment.
93 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
RECONCILIATION OF PRO FORMA TRAILING 12-MONTH
ADJUSTED EBITDA
As at December 31
(In millions of dollars)
2023
Trailing 12-month adjusted EBITDA
Add (deduct):
Acquired Shaw business adjusted EBITDA – January
2023 to March 2023
8,581
514
Pro forma trailing 12-month adjusted EBITDA
9,095
RECONCILIATION OF FREE CASH FLOW
Years ended December 31
(In millions of dollars)
2024
2023
Cash provided by operating activities
5,680
5,221
Add (deduct):
Capital expenditures
(4,041)
(3,934)
Interest on borrowings, net and capitalized
interest
(1,986)
(1,794)
Interest paid, net
2,087
1,780
Restructuring, acquisition and other
406
685
Program rights amortization
(63)
(70)
Change in net operating assets and liabilities
876
627
Other adjustments 1
86
(101)
Free cash flow
3,045
2,414
1 Other adjustments consists of post-employment benefit contributions, net of
expense, cash flows relating to other operating activities, and other investment
income from our financial statements.
SUMMARY OF FINANCIAL RESULTS OF LONG-TERM DEBT GUARANTOR
Our outstanding public debt, amounts drawn on our $4.5 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)
RCI 1,2
RCCI 1,2
Non-guarantor
subsidiaries 1,2
Consolidating
adjustments 1,2
Total
(In millions of dollars)
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
Selected Statements of Income data measure:
Revenue
–
–
18,238
16,316
2,708
3,293
(342)
(301)
20,604
19,308
Net income (loss)
1,734
849
2,429
1,276
234
289
(2,663)
(1,565)
1,734
849
As at December 31
(unaudited)
RCI 1,2
RCCI 1,2
Non-guarantor
subsidiaries 1,2
Consolidating
adjustments 1,2
Total
(In millions of dollars)
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
Selected Statements of Financial Position data measure:
Current assets
52,502
44,427
49,840
43,991
10,750 10,803
(104,719)
(91,387)
8,373
7,834
Non-current assets
65,637
63,073
53,586
57,016
5,807
7,593
(61,992)
(66,234)
63,038
61,448
Current liabilities
57,147
44,638
68,919
68,370
8,809
9,119
(122,266) (113,345)
12,609
8,782
Non-current liabilities
43,922
45,437
11,962
15,820
2,097
739
(9,582)
(11,936)
48,399
50,060
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.
MANAGEMENT’S DISCUSSION AND ANALYSIS
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
94
MANAGEMENT’S DISCUSSION AND ANALYSIS
FIVE-YEAR SUMMARY OF CONSOLIDATED FINANCIAL RESULTS
As at or years ended December 31
(In millions of dollars, except per share amounts, subscriber count
results, churn, ARPU, ARPA, percentages, and ratios)
2024
2023
2022
2021
2020
Revenue
Wireless
10,595
10,222
9,197
8,768
8,530
Cable
7,876
7,005
4,071
4,072
3,946
Media
2,484
2,335
2,277
1,975
1,606
Corporate items and intercompany eliminations
(351)
(254)
(149)
(160)
(166)
Total revenue
20,604
19,308
15,396
14,655
13,916
Total service revenue
18,066
16,845
13,305
12,533
11,955
Adjusted EBITDA
Wireless
5,312
4,986
4,469
4,214
4,067
Cable
4,518
3,774
2,058
2,013
1,935
Media
84
77
69
(127)
51
Corporate items and intercompany eliminations
(297)
(256)
(203)
(213)
(196)
Total adjusted EBITDA
9,617
8,581
6,393
5,887
5,857
Net income
1,734
849
1,680
1,558
1,592
Adjusted net income
2,719
2,406
1,915
1,803
1,725
Cash provided by operating activities
5,680
5,221
4,493
4,161
4,321
Free cash flow
3,045
2,414
1,773
1,671
2,366
Capital expenditures
4,041
3,934
3,075
2,788
2,312
Earnings per share
Basic
$
3.25
$
1.62
$
3.33
$
3.09
$
3.15
Diluted
$
3.20
$
1.62
$
3.32
$
3.07
$
3.13
Adjusted earnings per share
Basic
$
5.09
$
4.60
$
3.79
$
3.57
$
3.42
Diluted
$
5.04
$
4.59
$
3.78
$
3.56
$
3.40
Statements of Financial Position:
Assets
Property, plant and equipment
25,072
24,332
15,574
14,666
14,018
Goodwill
16,280
16,280
4,031
4,024
3,973
Intangible assets
17,858
17,896
12,251
12,281
8,926
Investments
615
598
2,088
2,493
2,536
Other assets
11,586
10,176
21,711
8,499
9,401
Total assets
71,411
69,282
55,655
41,963
38,854
Liabilities and Shareholders’ Equity
Long-term liabilities
48,399
50,060
36,014
22,812
22,695
Current liabilities
12,609
8,782
9,549
8,619
6,586
Total liabilities
61,008
58,842
45,563
31,431
29,281
Shareholders’ equity
10,403
10,440
10,092
10,532
9,573
Total liabilities and shareholders’ equity
71,411
69,282
55,655
41,963
38,854
Subscriber count results (in thousands) 1
Wireless mobile phone subscribers 2,3,4,5,6,7
11,874
11,609
10,647
10.013
n/a
Retail Internet subscribers 2,8,9
4,273
4,162
2,284
2,229
n/a
Video subscribers 2,9
2,617
2,751
1,525
1,491
n/a
Home Monitoring subscribers 2,9
133
89
101
113
n/a
Home Phone subscribers 2,9
1,507
1,629
836
911
n/a
Customer relationships 9
4,683
4,636
2,590
2,581
2,530
Additional Wireless metrics 1
Postpaid mobile phone churn (monthly) 2,3,4
1.21%
1.11%
0.90%
0.88%
n/a
Mobile phone ARPU (monthly) 2
$ 57.98
$
57.86
$ 57.89
$ 56.83
n/a
Additional Cable metrics
ARPA (monthly)
$140.12
$ 142.58
$130.12
$132.58
$130.70
Penetration
45.9%
46.6%
53.9%
54.9%
55.3%
Additional consolidated metrics
Revenue growth
7%
25%
5%
5%
(8)%
Adjusted EBITDA growth
12%
34%
9%
1%
(6)%
Dividends declared per share
$
2.00
$
2.00
$
2.00
$
2.00
$
2.00
Dividend payout ratio of net income 1
61.8%
123.2%
60.1%
64.8%
63.4%
Dividend payout ratio of free cash flow 1
35.2%
43.3%
57.0%
60.4%
42.7%
Return on assets 1
2.4%
1.2%
3.0%
3.7%
4.1%
Debt leverage ratio
4.5
5.0
3.5
3.4
3.0
1
As defined. See “Key Performance Indicators”.
2
Wireless mobile phone subscribers, retail Internet subscribers, Video subscribers, Home Monitoring subscribers, Home Phone subscribers, postpaid mobile phone churn, and mobile phone ARPU have not been
presented for periods prior to 2021. We commenced using the aforementioned measures as key performance indicators in the first quarter of 2022 and updated our 2021 comparative subscriber results. See “Key
Performance Indicators”.
3
Effective April 1, 2023, we adjusted our postpaid mobile phone subscriber base to remove 51,000 subscribers relating to a wholesale account.
4
On April 3, 2023, we acquired approximately 501,000 Shaw Mobile postpaid mobile phone subscribers as a result of our acquisition of Shaw, which are not included in net additions. As at December 31, 2023, we
had completed migrating these subscribers to the Rogers network; there were 18,000 deactivated subscribers that could not be migrated and were therefore removed from our postpaid mobile phone subscriber
base effective December 31, 2023.
5
Effective December 1, 2023, we adjusted our Wireless prepaid subscriber base to remove 94,000 subscribers as a result of a change to our deactivation policy from 90 days to 30 days.
6
The following adjustments were made as we stopped selling new plans for the services as of the noted dates. Effective January 1, 2024, and on a prospective basis, we adjusted our prepaid mobile phone
subscriber base to remove 56,000 Fido prepaid subscribers. Effective October 1, 2024, and on a prospective basis, we adjusted our prepaid mobile phone subscriber base to remove 81,000 Rogers prepaid
subscribers. Effective October 1, 2023, and on a prospective basis, we reduced our retail Internet subscriber base by 182,000 and our customer relationships by 173,000 to remove Fido Internet subscribers. We
believe these adjustments more meaningfully reflect the underlying organic subscriber performance of our prepaid mobile phone and retail Internet businesses.
7
In 2020, we acquired approximately 7,000 retail Internet subscribers and 8,000 customer relationships as a result of our acquisitions of Ruralwave Inc. and Cable Cable Inc. In 2021, we acquired approximately
18,000 retail Internet subscribers and 20,000 customer relationships as a result of our acquisition of Seaside Communications. In 2022, we acquired approximately 3,000 retail Internet subscribers, 2,000 Video
subscribers, 1,000 Home Phone subscribers, and 3,000 customer relationships as a result of our acquisition of a small regional cable company in Nova Scotia. In April 2023, we acquired approximately 1,961,000
retail Internet subscribers, 1,203,000 Video subscribers, 890,000 Home Phone subscribers, 4,935,000 homes passed, and 2,191,000 customer relationships as a result of the Shaw Transaction. In November 2023,
we acquired approximately 22,000 retail internet subscribers, 8,000 Video subscribers, 19,000 Home Phone subscribers, 8,000 homes passed, and 30,000 customer relationships as a result of our acquisition of
Comwave. None of these subscribers are included in net additions.
95 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
Management’s Responsibility for Financial Reporting
December 31, 2024
The accompanying consolidated financial statements of Rogers
Communications Inc. and its subsidiaries and all the information in
Management’s
Discussion
and
Analysis
(MD&A)
are
the
responsibility of management and have been approved by the
Board of Directors.
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 the internal audit function and includes management
communication to employees about its policies on ethical
business conduct.
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.
The Audit and Risk Committee meets regularly with management,
as well as the internal and external auditors, to discuss internal
control over the financial reporting process, auditing matters, and
financial reporting issues; to satisfy itself that each party is properly
discharging its responsibilities; and to review MD&A, the
consolidated financial statements, and the external auditors’
reports. 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.
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, 2024 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 6, 2025
Tony Staffieri
President and Chief Executive Officer
Glenn Brandt
Chief Financial Officer
CONSOLIDATED FINANCIAL STATEMENTS
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
96
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of Rogers
Communications Inc.
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, 2024 and 2023, the related consolidated
statements of income, comprehensive income, changes in
shareholders’ equity, and cash flows for each of the years in the two-
year period ended December 31, 2024, 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,
2024 and 2023, and its financial performance and its cash flows for
each of the years in the two-year period ended December 31, 2024,
in conformity with International Financial Reporting Standards as
issued by the International Accounting Standards Board.
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, 2024, 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 6, 2025 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.
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the
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.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from
the current period audit of the consolidated financial statements that
was communicated or required to be communicated to the Audit
and Risk Committee and that: (1) relate to accounts or disclosures
that are material to the consolidated financial statements and
(2) involved our especially challenging, subjective, or complex
judgments. 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 separate opinions on the critical audit matter
or on the accounts or disclosures to which it relates.
Recoverability of the carrying value of goodwill in the Media
segment
As discussed in Note 10 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
Company makes judgments in determining CGUs and the
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, 2024 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
producing and/or providing content. The estimate of the
recoverable amount, which is determined based on the fair value
less costs to sell using discounted cash flow and market
approaches, is based on significant estimates developed by the
Company relating to future cash flows, the terminal growth rate, the
discount rate and revenue multiples 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 were judgments applied in assessing the level at which
goodwill was tested and there was a high degree of subjective
auditor judgment required in evaluating the key assumptions used
in the valuation models, which included the CGUs’ future cash
flows, the discount rate, the terminal growth rate and revenue
multiples.
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 assessed the
judgment applied in determining the allocation of goodwill to the
Media Group of CGUs. We compared the Company’s historical
97 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
cash flow forecasts to actual results achieved 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 market and relevant
industry data. We involved valuation 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, the terminal growth rate for the
Media segment, by comparing to underlying documentation and
publicly available market data, and the revenue multiples by
CONSOLIDATED FINANCIAL STATEMENTS
evaluating
precedent
transactions
and
comparable
public
information. 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 6, 2025
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
98
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of Rogers
Communications Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Rogers Communications Inc.’s (the Company)
internal control over financial reporting as of December 31, 2024,
based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. In our opinion, the
Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2024, based on
criteria established in Internal Control – Integrated Framework
(2013) issued by the Committee of Sponsoring 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 statement of financial position of the
Company as of December 31, 2024 and 2023, the related
consolidated statements of income, comprehensive income,
changes in shareholders’ equity, and cash flows for each of the
years in the two-year period ended December 31, 2024, and the
related notes (collectively, the consolidated financial statements),
and our report dated March 6, 2025 expressed an unqualified
opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining
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, 2024. 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 6, 2025
99 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Income
(In millions of Canadian dollars, except per share amounts)
Years ended December 31
Note
2024
2023
Revenue
6
20,604
19,308
Operating expenses:
Operating costs
7
10,987
10,727
Depreciation and amortization
8, 9, 10
4,616
4,121
Restructuring, acquisition and other
11
406
685
Finance costs
12
2,295
2,047
Other (income) expense
13
(6)
362
Income before income tax expense
2,306
1,366
Income tax expense
14
572
517
Net income for the year
1,734
849
Earnings per share:
Basic
15
$
3.25
$
1.62
Diluted
15
$
3.20
$
1.62
The accompanying notes are an integral part of the consolidated financial statements.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
100
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Comprehensive Income
(In millions of Canadian dollars)
Years ended December 31
Note
2024
2023
Net income for the year
1,734
849
Other comprehensive loss:
Items that will not be reclassified to net income:
Defined benefit pension plans:
Remeasurements
25
177
(197)
Related income tax (expense) recovery
(48)
50
Defined benefit pension plans
129
(147)
Equity investments measured at fair value through other comprehensive income (FVTOCI):
Increase (decrease) in fair value
20
11
(374)
Related income tax (expense) recovery
(1)
52
Equity investments measured at FVTOCI
10
(322)
Items that will not be reclassified to net income
139
(469)
Items that may subsequently be reclassified to net income:
Cash flow hedging derivative instruments:
Unrealized gain (loss) in fair value of derivative instruments
1,081
(910)
Reclassification to net income of (gain) loss on debt derivatives
(1,983)
470
Reclassification to net income or property, plant and equipment of gain on
expenditure derivatives
(63)
(89)
Reclassification to net income for accrued interest
(57)
(48)
Related income tax (expense) recovery
(145)
65
Cash flow hedging derivative instruments
(1,167)
(512)
Share of other comprehensive income of equity-accounted investments, net of tax
—
2
Items that may subsequently be reclassified to net income
(1,167)
(510)
Other comprehensive loss for the year
(1,028)
(979)
Comprehensive income (loss) for the year
706
(130)
The accompanying notes are an integral part of the consolidated financial statements.
101 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
Consolidated Statements of Financial Position
(In millions of Canadian dollars)
As at
December 31
CONSOLIDATED FINANCIAL STATEMENTS
As at
December 31
Note
2024
2023
Assets
Current assets:
Cash and cash equivalents
898
800
Accounts receivable
16
5,478
4,996
Inventories
17
641
456
Current portion of contract assets
6
171
163
Other current assets
18
849
1,202
Current portion of derivative instruments
19
336
80
Assets held for sale
8
—
137
Total current assets
8,373
7,834
Property, plant and equipment
8, 9
25,072
24,332
Intangible assets
10
17,858
17,896
Investments
20
615
598
Derivative instruments
19
997
571
Financing receivables
16
1,189
1,101
Other long-term assets
6
1,027
670
Goodwill
3, 10
16,280
16,280
Total assets
71,411
69,282
Liabilities and shareholders’ equity
Current liabilities:
Short-term borrowings
21
2,959
1,750
Accounts payable and accrued liabilities
4,059
4,221
Income tax payable
26
—
Other current liabilities
19, 22
482
434
Contract liabilities
6
800
773
Current portion of long-term debt
23
3,696
1,100
Current portion of lease liabilities
9
587
504
Total current liabilities
12,609
8,782
Provisions
22
61
54
Long-term debt
23
38,200
39,755
Lease liabilities
9
2,191
2,089
Other long-term liabilities
6, 19, 24
1,666
1,783
Deferred tax liabilities
14
6,281
6,379
Total liabilities
61,008
58,842
Shareholders’ equity
10,403
10,440
Total liabilities and shareholders’ equity
71,411
69,282
Guarantees
29
Commitments and contingent liabilities
30
Subsequent events
23, 26, 30
On behalf of the Board of Directors:
Edward S. Rogers
Director
Robert J. Gemmell
Director
The accompanying notes are an integral part of the consolidated financial statements.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
102
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Changes in Shareholders’ Equity
(In millions of Canadian dollars, except number of shares)
Year ended December 31, 2024
Class A
Voting Shares
Class B
Non-Voting Shares
Retained
earnings
FVTOCI
investment
reserve
Hedging
reserve
Equity
investment
reserve
Total
shareholders’
equity
Amount
Number
of shares
(000s) Amount
Number
of shares
(000s)
Balances, January 1, 2024
71 111,152
1,921 418,869
9,839
(17)
(1,384)
10
10,440
Net income for the year
—
—
—
—
1,734
—
—
—
1,734
Other comprehensive income (loss):
Defined benefit pension plans, net of tax
—
—
—
—
129
—
—
—
129
FVTOCI investments, net of tax
—
—
—
—
—
10
—
—
10
Derivative instruments accounted for as hedges,
net of tax
—
—
—
—
—
—
(1,167)
—
(1,167)
Total other comprehensive income (loss)
—
—
—
—
129
10
(1,167)
—
(1,028)
Comprehensive income (loss) for the year
—
—
—
—
1,863
10
(1,167)
—
706
Transactions with shareholders recorded directly
in equity:
Dividends declared (note 26)
—
—
—
—
(1,068)
—
—
—
(1,068)
Share price change on DRIP dividends
—
—
—
—
(4)
—
—
—
(4)
Shares issued as settlement of dividends (note 26)
—
—
329
6,080
—
—
—
—
329
Total transactions with shareholders
—
—
329
6,080
(1,072)
—
—
—
(743)
Balances, December 31, 2024
71 111,152
2,250 424,949 10,630
(7)
(2,551)
10
10,403
Year ended December 31, 2023
Class A
Voting Shares
Class B
Non-Voting Shares
Retained
earnings
FVTOCI
investment
reserve
Hedging
reserve
Equity
investment
reserve
Total
shareholders’
equity
Amount
Number
of shares
(000s) Amount
Number
of shares
(000s)
Balances, January 1, 2023
71 111,152
397 393,773
9,816
672
(872)
8
10,092
Net income for the period
—
—
—
—
849
—
—
—
849
Other comprehensive income (loss):
Defined benefit pension plans, net of tax
—
—
—
—
(147)
—
—
—
(147)
FVTOCI investments, net of tax
—
—
—
—
—
(322)
—
—
(322)
Derivative instruments accounted for as hedges,
net of tax
—
—
—
—
—
—
(512)
—
(512)
Share of equity-accounted investments, net of
tax
—
—
—
—
—
—
—
2
2
Total other comprehensive income (loss)
—
—
—
—
(147)
(322)
(512)
2
(979)
Comprehensive income (loss) for the year
—
—
—
—
702
(322)
(512)
2
(130)
Reclassification to retained earnings for
disposition of FVTOCI investments
—
—
—
—
367
(367)
—
—
—
Transactions with shareholders recorded directly
in equity:
Dividends declared (note 26)
—
—
—
—
(1,046)
—
—
—
(1,046)
Shares issued as settlement of dividends (note 26)
—
—
74
1,455
—
—
—
—
74
Shares issued as consideration (note 3)
—
—
1,450
23,641
—
—
—
—
1,450
Total transactions with shareholders
—
—
1,524
25,096
(1,046)
—
—
—
478
Balances, December 31, 2023
71 111,152
1,921 418,869
9,839
(17)
(1,384)
10
10,440
The accompanying notes are an integral part of the consolidated financial statements.
103 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Cash Flows
(In millions of Canadian dollars)
Years ended December 31
Note
2024
2023
Operating activities:
Net income for the year
1,734
849
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization
8, 9, 10
4,616
4,121
Program rights amortization
10
63
70
Finance costs
12
2,295
2,047
Income tax expense
14
572
517
Post-employment benefits contributions, net of expense
25
82
46
(Gains) losses from associates and joint ventures
20
(8)
412
Other
(166)
5
Cash provided by operating activities before changes in net operating assets and
liabilities, income taxes paid, and interest paid
9,188
8,067
Change in net operating assets and liabilities
31
(876)
(627)
Income taxes paid
(545)
(439)
Interest paid, net
(2,087)
(1,780)
Cash provided by operating activities
5,680
5,221
Investing activities:
Capital expenditures
8, 31
(4,041)
(3,934)
Additions to program rights
10
(72)
(74)
Changes in non-cash working capital related to capital expenditures and intangible
assets
136
(2)
Acquisitions and other strategic transactions, net of cash acquired
31
(475)
(16,215)
Other
(3)
25
Cash used in investing activities
(4,455)
(20,200)
Financing activities:
Net proceeds received from (repayment of) short-term borrowings
21
1,138
(1,439)
Net (repayment) issuance of long-term debt
23
(1,103)
5,040
Net proceeds on settlement of debt derivatives and forward contracts
19
107
492
Transaction costs incurred
23
(47)
(284)
Principal payments of lease liabilities
9
(478)
(370)
Dividends paid to common shareholders
26
(739)
(960)
Other
(5)
—
Cash provided by (used in) financing activities
(1,127)
2,479
Change in cash and cash equivalents and restricted cash and cash equivalents
98
(12,500)
Cash and cash equivalents and restricted cash and cash equivalents, beginning of period
800
13,300
Cash and cash equivalents, end of period
898
800
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.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
104
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Notes to Consolidated Financial Statements
Page
Note
105
Note 1
Nature of the Business
106
Note 2
Material Accounting Policies
108
Note 3
Business Combinations
112
Note 4
Capital Risk Management
113
Note 5
Segmented Information
115
Note 6
Revenue
118
Note 7
Operating Costs
119
Note 8
Property, Plant and Equipment
121
Note 9
Leases
122
Note 10
Intangible Assets and Goodwill
126
Note 11
Restructuring, Acquisition and Other
126
Note 12
Finance Costs
127
Note 13
Other Expense (Income)
127
Note 14
Income Taxes
128
Note 15
Earnings Per Share
129
Note 16
Accounts Receivable
Page
Note
130
Note 17
Inventories
130
Note 18
Other Current Assets
130
Note 19
Financial Risk Management and Financial
Instruments
140
Note 20
Investments
141
Note 21
Short-Term Borrowings
143
Note 22
Provisions
145
Note 23
Long-Term Debt
149
Note 24
Other Long-Term Liabilities
149
Note 25
Post-Employment Benefits
153
Note 26
Shareholders’ Equity
154
Note 27
Stock-Based Compensation
156
Note 28
Related Party Transactions
157
Note 29
Guarantees
157
Note 30
Commitments and Contingent Liabilities
159
Note 31
Supplemental Cash Flow Information
NOTE 1: NATURE OF THE BUSINESS
Rogers
Communications
Inc.
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, 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 report our results of operations in three reportable segments.
Each segment and the nature of its business is as follows:
Segment
Principal activities
Wireless
Wireless telecommunications operations
for Canadian consumers and businesses.
Cable
Cable telecommunications operations,
including Internet, television and other
video (Video), Satellite, telephony (Home
Phone), and 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.
Media
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, 2024, 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. Effective
January 1, 2024, Shaw Cablesystems G.P., Shaw Telecom G.P., and
Shaw Satellite G.P., which had operated aspects of Cable following
the acquisition of Shaw Communications Inc. (Shaw, and Shaw
Transaction) on April 3, 2023, were amalgamated with RCCI.
See note 5 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.
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. More 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.
105 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, which in turn
are affected by the foreign exchange rate of the Canadian dollar
and general economic conditions.
Cable
Cable operating results are affected by modest seasonal
fluctuations, typically caused by:
• university and college students who live in temporary residences:
• moving out early in the second quarter and canceling their
service; and
• students moving in late in the third quarter and signing up for
cable service;
• individuals temporarily suspending wireline service for extended
vacations or seasonal relocations;
• individuals temporarily activating satellite services for second or
vacation homes during the second and third quarter;
• 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);
• 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:
• 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.
STATEMENT OF COMPLIANCE
We prepared our consolidated financial statements in accordance
with International Financial Reporting Standards as issued by the
International Accounting Standards Board (IASB). The Board of
Directors (the Board) authorized these consolidated financial
statements for issue on March 6, 2025.
NOTE 2: MATERIAL ACCOUNTING POLICIES
(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 19, including
investments (which are also disclosed in note 20), which are
measured at fair value;
• the net deferred pension liability, which is measured as
described in note 25; and
• liabilities for stock-based compensation, which are measured at
fair value as disclosed in note 27.
(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. In determining whether
we control an entity, we assess the degree of power we can exert
over the entity, the degree of variability to which we are exposed
from our involvement with the entity, and whether we have the
ability to affect our returns using our power.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
106
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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;
• 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 exchange rate for the month in which the
transaction was recognized.
(d) ASSETS HELD FOR SALE
We classify non-current assets, or disposal groups consisting of
assets and liabilities, as held-for-sale if it is highly probable their
carrying amounts will be recovered primarily through a sale rather
than through continued use. Assets, or disposal groups, classified
as held-for-sale are measured at the lower of (i) their carrying
amount and (ii) fair value less costs to sell. Once classified as
held-for-sale, property, plant and equipment and finite-life
intangible assets are no longer depreciated or amortized,
respectively. Classifying assets or disposal groups as held for sale
can require significant judgment in determining if the sale is highly
probable, especially for larger assets or disposal groups. This
requires an assessment of, among other things, whether
management is committed to the sale and it is unlikely significant
changes to the disposal plan will be made. We regularly reassess
assets or disposal groups classified as held-for-sale to determine if
their sales are still highly probable and, if not, we reclassify them to
their original captions in the Consolidated Statement of Financial
Position.
(e) NEW ACCOUNTING PRONOUNCEMENTS ADOPTED IN
2024
We adopted the following IFRS amendments in 2024. Except for
the amendments to IAS 7 and IFRS 7, they did not have a material
effect on our consolidated financial statements.
• 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.
• Amendments to IFRS 16, Leases – Lease Liability in a Sale and
Leaseback, clarifying subsequent measurement requirements for
sale and leaseback transactions for seller-lessees.
• Amendments to IAS 1, Presentation of Financial Statements
– Non-current Liabilities with Covenants, modifying the 2020
amendments to IAS 1 to further clarify the classification,
presentation, and disclosure requirements in the standard for
non-current liabilities with covenants.
• Amendments to IAS 7, Statement of Cash Flows and IFRS 7,
Financial
Instruments:
Disclosures
–
Supplier
Finance
Arrangements, adding disclosure requirements that require
entities to provide qualitative and quantitative information about
supplier finance arrangements (see note 19).
(f) RECENT ACCOUNTING PRONOUNCEMENTS NOT YET
ADOPTED
The IASB has issued the following new standard and amendments
to existing standards that will become effective in future years:
• IFRS 18, Presentation and Disclosure in Financial Statements
(replacing IAS 1, Presentation of Financial Statements), with an
aim to improve how information is communicated in the financial
statements, with a focus on information in the statement of
income (January 1, 2027).
• Amendments to IFRS 9, Financial Instruments and IFRS 7,
Financial
Instruments:
Disclosures,
clarifying
both
the
classification of financial assets linked to environmental, social,
and governance as well as the timing in which a financial asset or
financial liability is derecognized when using electronic payment
systems (January 1, 2026).
We are assessing the impacts IFRS 18 and the amendments to IFRS
9 and IFRS 7 will have on our consolidated financial statements. We
do not expect the amendments to have a material impact.
107 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(g) ADDITIONAL MATERIAL ACCOUNTING POLICIES,
ESTIMATES, AND JUDGMENTS
When preparing our consolidated financial statements, we make
judgments, estimates, and assumptions that affect how accounting
policies are applied and the amounts we report as assets, liabilities,
revenue, and expenses. The accounting policies applied in 2024
were consistent with those applied in 2023. Our material
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 material accounting policies.
Note
Topic
Page
Accounting Policy
Use of Estimates
Use of Judgments
3
Business Combinations
108
X
X
X
5
Reportable Segments
113
X
X
6
Revenue Recognition
115
X
X
X
8
Property, Plant and Equipment
119
X
X
X
9
Leases
121
X
X
X
10
Intangible Assets and Goodwill
122
X
X
X
11
Restructuring, Acquisition and Other
126
X
X
14
Income Taxes
127
X
X
15
Earnings Per Share
128
X
16
Accounts Receivable
129
X
X
17
Inventories
130
X
19
Financial Instruments
130
X
X
X
20
Investments
140
X
X
22
Provisions
143
X
X
X
25
Post-Employment Benefits
149
X
X
27
Stock-Based Compensation
154
X
X
30
Commitments and Contingent Liabilities
157
X
X
NOTE 3: BUSINESS COMBINATIONS
ACCOUNTING POLICY
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.
ESTIMATES
We use estimates in determining the value of assets acquired and
liabilities assumed in business combinations, most significantly
property, plant and equipment and intangible assets, including the
related deferred tax impacts.
JUDGMENTS
We use significant judgment to determine what is, and what is not,
part of a business combination, including the timing of when
control transfers to us. This requires assessing the nature of other
transactions entered into with the acquiree to ensure we account
for the business combination using only the consideration
transferred for the assets acquired and liabilities assumed in the
exchange.
We also use significant judgment in determining the valuation
methodologies applied to various assets and liabilities.
ACQUISITION OF SHAW COMMUNICATIONS INC.
On April 3, 2023, after receiving all required regulatory approvals
and after the Freedom Transaction (as defined below) closed, we
acquired all the issued and outstanding Class A Participating
Shares and Class B Non-Voting Participating Shares (collectively,
Shaw Shares) of Shaw (Shaw Transaction) for total consideration of
$20.5 billion, consisting of:
• $19 billion of cash (consisting of $13 billion of cash and
restricted cash and $6 billion borrowed from our $6 billion
non-revolving term loan facility); and
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
108
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
• approximately $1.5 billion through the issuance of 23.6 million
RCI Class B Non-Voting common shares (Class B Non-Voting
Shares) (based on the opening share price of Rogers Class B
Non-Voting Shares on April 3, 2023 of $61.33).
On April 3, 2023, the outstanding shares of Freedom Mobile Inc.
(Freedom), a subsidiary of Shaw, were sold to Videotron Ltd.
(Videotron), a subsidiary of Quebecor Inc. (Quebecor) (Freedom
Transaction). The Freedom Transaction was effected pursuant to an
agreement entered into on August 12, 2022 among Rogers, Shaw,
Quebecor, and Videotron, which provided for the sale of all
Freedom-branded wireless and Internet customers and all of
Freedom’s infrastructure, spectrum licences, and retail locations. In
connection with the closing of the Freedom Transaction, Rogers
entered into long-term commercial arrangements with Freedom,
Videotron and/or Quebecor under which Rogers (or its
subsidiaries) will provide to Quebecor (or its subsidiaries) certain
services, including:
• continued access to Shaw’s “Go WiFi” hotspots for Freedom
Mobile subscribers;
• roaming services on an incidental, non-permanent basis;
• wholesale mobile virtual network operator access services;
• third-party Internet access services; and
• certain backhaul, backbone, and other transport services.
As consideration for the above sale and long-term commercial
arrangements, Quebecor paid $2.85 billion as adjusted pursuant
to the terms of the divestiture agreement, resulting in net cash
received of $2.15 billion after accounting for the Freedom debt
assumed by Quebecor.
Rogers and Quebecor provided each other with customary
transition services to facilitate (i) the operation of the Freedom and
Shaw Mobile businesses for a period of time post-closing and
(ii) the separation of Freedom’s business from the other businesses
and operations of Shaw and its affiliates. The Freedom Transaction
did not include the sale of Shaw Mobile-branded wireless
subscribers; accordingly, these wireless subscribers were acquired
by Rogers.
On April 3, 2023, following the completion of the Shaw
Transaction, Shaw Communications Inc. was amalgamated with
RCI. As a result of this amalgamation, RCI became the issuer and
assumed all of Shaw’s obligations under the indenture governing
Shaw’s outstanding senior notes with a total principal amount of
$4.55 billion as at April 3, 2023. As a result, the assumed senior
notes now rank equally with RCI’s other unsecured senior notes
and debentures, bank credit facilities, and letter of credit facilities.
In connection with the Shaw Transaction, RCCI provided a
guarantee for Shaw’s payment obligations under those senior
notes.
Regulatory approval
On March 31, 2023, the Minister of Innovation, Science and
Industry approved the transfer of Freedom’s spectrum licences to
Videotron, following which the Shaw Transaction and Freedom
Transaction closed on April 3, 2023.
As part of the regulatory approval process, we agreed to certain
legally enforceable undertakings with Innovation, Science and
Economic Development Canada (ISED Canada), including:
• $1 billion of investments over five years to connect rural, remote,
and Indigenous communities across Western Canada and to
close critical connectivity gaps faster for underserved areas,
including to make broadband Internet services available where
broadband Internet at a minimum 50 megabit per second
(Mbps) download speeds and 10 Mbps upload speeds is not
currently available and to make 5G wireless service available
where mobile service using long-term evolution (LTE) is not
available;
• $2.5 billion of investments over five years to enhance and
expand 5G coverage across Western Canada and $3 billion over
five years related to additional network, services, and technology
investments, including the expansion of our Cable network;
• expanding Connected for Success, our low-cost, high-speed
Internet program, to low-income Canadians across Western
Canada and implementing a new Connected for Success
wireless program for low-income Canadians across Canada, such
that Connected for Success will be available to more than
2.5 million eligible Canadians within five years;
• maintaining a strong presence in Western Canada, including
creating 3,000 new jobs within five years (and maintaining those
jobs until the tenth anniversary of closing) and maintaining a
Western Canada headquarters in Calgary for at least ten years;
and
• continuing to offer wireless plans to existing Shaw Mobile
customers as at the closing date with the same terms and
conditions (including eligibility) as the Shaw Mobile plans that
were available as at the closing date for five years.
If any material element of any of the above commitments is not
met, we could be liable to pay ISED $100 million in damages per
year (to a maximum of $1 billion) until the earlier of (i) such material
elements having been met or fulfilled or (ii) ten years after the
closing date. As at December 31, 2024, we were in compliance
with these requirements.
The acquired Shaw business
The
Shaw
business
we
acquired
provided
cable
telecommunications, satellite video services, and data networking to
residential customers, businesses, and public sector entities in British
Columbia, Alberta, Saskatchewan, and Manitoba (Western Canada).
Shaw’s primary products as at April 3, 2023, included Internet
(through Fibre+), Video (through Total TV and Shaw Direct satellite),
home phone services, and Wireless services (through Shaw Mobile
to consumers in British Columbia and Alberta). The Shaw business
we acquired expanded our cable network footprint, allowing us to
provide cable services in most provinces across the country.
The results from the acquired Shaw wireline operations are
included in our Cable segment and the results of the acquired
Shaw Mobile operations are included in our Wireless segment,
from the date of acquisition, consistent with our reportable
segment definitions.
109 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Purchase price allocation
The following table summarizes the fair value of the consideration paid and the fair value assigned to each major class of assets and
liabilities as at April 3, 2023.
(In millions of dollars)
Total
Cash consideration 1
19,033
Issuance of 23.6 million Class B Non-Voting shares 2
1,450
Fair value of consideration transferred
20,483
Net identifiable asset or liability:
Accounts receivable (net of allowance for doubtful accounts of $31 million)
310
Other current assets 3
2,448
Property, plant and equipment 4
8,022
Intangible assets 5
5,974
Investments
123
Other long-term assets 3
48
Bank advances
(25)
Short-term borrowings 6
(200)
Accounts payable and accrued liabilities
(545)
Other current liabilities
(33)
Contract liabilities 7
(164)
Current portion of long-term debt 8
(1,000)
Current portion of lease liabilities 9
(59)
Provisions
(6)
Long-term debt 8
(3,526)
Lease liabilities 9
(268)
Other long-term liabilities 10
(109)
Deferred tax liabilities 11
(2,693)
Total fair value of identifiable net assets acquired
8,297
Goodwill 12
12,186
1 Includes $151 million of cash used to settle Shaw stock-based compensation programs.
2 Recorded at fair value based on the market price of RCI Class B Non-Voting shares on the acquisition date.
3 Consists of contract assets, inventories, prepaid expenses, and other assets as described in note 31.
4 Includes land and buildings, cable networks, computer equipment and software, customer premise equipment, leasehold improvements, equipment and vehicles, and
right-of-use assets. Property, plant and equipment (excluding land) are expected to be amortized over remaining useful lives of 1 to 36 years.
5 Includes customer relationships, brand names, and other intangible assets. Intangible assets of $270 million, $5,314 million, and $390 million were allocated to our Wireless,
Cable West (i.e. legacy Shaw), and Satellite cash-generating units (CGUs), respectively. Customer relationships, brand names, and other intangible assets are expected to be
amortized over average useful lives of eight to fifteen years, three years, and fifteen years, respectively.
6 Short-term borrowings were repaid in April 2023 (see note 21).
7 Represents the fair value of the cost required to fulfill the related contractual obligations.
8 Represents the notional principal value of Shaw’s outstanding senior notes of $4,550 million and the fair value decrement of $24 million, which will be amortized into finance costs
using the effective interest method over the respective remaining terms of the outstanding senior notes, representing a weighted average term to maturity of 9.7 years and
weighted average interest rate of 4.7%.
9 Represents the present value of future lease payments at the April 3, 2023 incremental borrowing rate of the consolidated company.
10 Includes the fair value of the cost required to fulfill the related pension and post-employment obligations.
11 Represents the net deferred income tax liability relating to the estimated fair values of assets acquired and liabilities assumed.
12 Goodwill arises principally from the expected synergies following the integration of Shaw, and future growth of our combined business and customer base as a result of the
acquisition. Goodwill is not deductible for tax purposes. Goodwill arising from the transaction of $432 million, $11,675 million, and $79 million has been allocated to our Wireless,
Cable (group), and Satellite CGUs, respectively.
110
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ROGERS COMMUNICATIONS INC.
2024 ANNUAL REPORT
Property, plant and equipment
Property, plant and equipment will be amortized over their
remaining estimated useful lives, estimated as follows.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Asset
Basis
Estimated remaining
useful life
Buildings
Diminishing balance
1 to 36 years
Cable and wireless network Straight-line
1 to 30 years
Computer equipment and
software
Straight-line
1 to 10 years
Customer premise
equipment
Straight-line
1 to 5 years
Leasehold improvements
Straight-line
Over shorter of
estimated useful life
or lease term
Equipment and vehicles
Diminishing balance
1 to 10 years
Right-of-use assets
Straight-line
Over remaining
lease term
The valuation of the acquired property, plant and equipment, and
particularly the long-lived fibre and access network assets, was
complex and required significant estimation. This required
considerable estimates in determining, for example, the size,
length, age, and replacement cost of Shaw’s network, including
various underlying characteristics, such as type of network
infrastructure (for example, fibre optic or coaxial cable), geography
(rural or urban), and placement (aerial or underground). Each of
these characteristics can have a significantly different cost to build
or replace, and therefore fair value. Changes in any of these
estimates and assumptions can also have a significant impact on
the valuation of the acquired property, plant and equipment.
Property, plant and equipment (other than land and building) was
primarily valued using a depreciated replacement cost approach,
which required estimating the gross replacement cost of each asset
(either through direct comparison to current prices or by applying
inflationary factors to historical costs) and then applying a
depreciation factor to reflect the age of the in-service asset.
Land and building assets were valued using an income approach
(for buildings) and a direct market comparison approach (for the
underlying land). This involved assessing comparable properties in
the relevant markets to identify characteristics, such as vacancy rates
and income capitalization rates, to apply to the valuation of each
building. The land was valued by comparing to similar plots of land
in the relevant markets.
Intangible assets
Customer relationships will be amortized over their estimated
useful lives of eight to fifteen years. Brand names will be amortized
over their estimated useful life of three years. Other intangible
assets will be amortized over their estimated useful life of fifteen
years.
The valuation of the acquired intangible assets, particularly
customer relationships, required significant estimation and
judgment. For customer relationships, we used the multi-period
excess earnings method to estimate a value, which requires
estimates to determine expected subscriber churn rates and the
expected cash flow that would be provided by each subscriber,
including an assessment of synergies to be realized. We also used
judgment in selecting the appropriate discount rate to apply to the
gross cash flows for each asset. Changes in any of these estimates
and assumptions can also have a significant impact on the valuation
of the acquired customer relationship assets.
Pro forma information
Revenue of approximately $3.2 billion and a net loss of
approximately $200 million from the acquired Shaw operations are
included in the 2023 consolidated statement of income from the
date of acquisition. Our consolidated revenue and net income for
the year ended December 31, 2023 would have been
approximately $20.4 billion and $650 million, respectively, had the
Shaw Transaction closed on January 1, 2023. These pro forma
amounts reflect financing costs, depreciation and amortization of
applicable elements of the purchase price allocation, related tax
adjustments, and the elimination of intercompany transactions.
OTHER ACQUISITIONS
During the year ended December 31, 2023, we made two
individually immaterial acquisitions, including:
• BAI Communications’ Canadian operations (BAI Canada), in
April 2023; and
• Comwave, a cable services reseller based in Ontario, in
November 2023.
The acquired operations did not have a significant impact on our
consolidated revenue or results of operations during the year
ended December 31, 2023, nor would they have had a significant
impact had both closed on January 1, 2023.
Purchase price allocations
The table below summarizes the aggregated purchase price
allocations for these acquisitions.
(In millions of dollars)
Total
Cash consideration 1
153
Fair value of consideration
153
Net identifiable asset or liability:
Current assets
12
Property, plant and equipment
20
Intangible assets 2
83
Accounts payable and accrued liabilities
(11)
Long-term liabilities
(3)
Deferred tax liabilities
(11)
Total fair value of identifiable net assets acquired
90
Goodwill 3
63
1 Includes $12 million of cash not yet paid as at December 31, 2023 that was subject to
customary closing conditions.
2 Primarily reflects customer relationships with estimated useful lives of 6 to 20 years.
3 Goodwill arises principally from the expected synergies following these acquisitions
and future growth of our combined businesses as a result of the acquisitions.
Goodwill is not deductible for tax purposes.
2024 ANNUAL REPORT
ROGERS COMMUNICATIONS INC.
|
111
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4: CAPITAL RISK MANAGEMENT
Our objectives in managing capital are to ensure we have sufficient
available liquidity to meet all our commitments and to execute our
business plan. We define capital 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), net of 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 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 a minimum
level of regulatory capital be maintained. Our subsidiary was in
compliance with that requirement as at December 31, 2024 and
2023. The capital requirements are not material to us as at
December 31, 2024 or December 31, 2023.
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 the associated 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 a result of the Shaw Transaction (see
note 3) on April 3, 2023, our adjusted net debt increased due to
the drawings on our $6 billion term loan facility (see note 23), the
debt assumed from Shaw, and the use of restricted cash, and our
debt leverage ratio increased correspondingly. In order to meet
our stated objective of returning our debt leverage ratio to
approximately 3.5 within 36 months of closing the Shaw
Transaction, we intend to manage our debt leverage ratio through
combined operational synergies, organic growth in adjusted
EBITDA, proceeds from asset sales and monetizations, equity
financing, and debt repayment, as applicable. As at December 31,
2024 and 2023, we met our objectives for these metrics.
As at December 31
(In millions of dollars, except ratios)
2024
2023
Adjusted net debt 1
43,330
43,134
Divided by: trailing 12-month adjusted EBITDA
9,617
8,581
Debt leverage ratio
4.5
5.0
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.
Trailing 12-month adjusted EBITDA as at December 31, 2023
reflects the combined results of Rogers including Shaw for the
period since the Shaw Transaction closed in April 2023 to
December 2023 and standalone Rogers results prior to April 2023.
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.
Years ended December 31
(In millions of dollars)
Note
2024
2023
Adjusted EBITDA
5
9,617
8,581
Deduct:
Capital expenditures 1
8, 31
4,041
3,934
Interest on borrowings, net and
capitalized interest
12
1,986
1,794
Cash income taxes 2
545
439
Free cash flow
3,045
2,414
1 Includes additions to property, plant and equipment net of proceeds on disposition
and accrued government grants, but does not include expenditures for spectrum
licences or additions to right-of-use assets, or assets acquired through business
combinations.
2 Cash income taxes are net of refunds received.
Years ended December 31
(In millions of dollars)
Note
2024
2023
Cash provided by operating activities
5,680
5,221
Add (deduct):
Capital expenditures
8, 31
(4,041)
(3,934)
Interest on borrowings, net and
capitalized interest
12
(1,986)
(1,794)
Interest paid, net
2,087
1,780
Restructuring, acquisition and other
11
406
685
Program rights amortization
10
(63)
(70)
Change in net operating assets and
liabilities
31
876
627
Other adjustments 1
13, 25
86
(101)
Free cash flow
3,045
2,414
1 Other adjustments consists of post-employment benefit contributions, net of
expense, cash flows relating to other operating activities, and other investment
income from our financial statements.
112
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ROGERS COMMUNICATIONS INC.
2024 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Available liquidity
Available liquidity fluctuates based on business circumstances. We
continually manage (including through monitoring our access to
capital markets), and aim to have sufficient, available liquidity at all
times to help protect our ability to meet all our commitments
(operationally and for maturing debt obligations), to execute our
business plan (including to acquire spectrum licences or
consummate acquisitions), to mitigate the risk of economic
downturns, and for other unforeseen circumstances. As at
December 31, 2024 and 2023, we had sufficient liquidity available
to us to meet this objective.
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.
Our Canada Infrastructure Bank credit agreement (see note 23) is not included in available liquidity as it can only be drawn upon for use in
broadband projects under the Universal Broadband Fund, and therefore is not available for other general purposes. This year, we
borrowed $64 million under this facility.
As at December 31, 2024
(In millions of dollars)
Note
Total sources
Drawn
Letters of credit
US CP program 1
Net available
Cash and cash equivalents
898
–
–
–
898
Bank credit facilities 2:
Revolving
23
4,000
–
10
455
3,535
Non-revolving
21
500
500
–
–
–
Outstanding letters of credit
23
3
–
3
–
–
Receivables securitization 2
21
2,400
2,000
–
–
400
Total
7,801
2,500
13
455
4,833
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, 2023
(In millions of dollars)
Note
Total sources
Drawn
Letters of credit
US CP program 1
Net available
Cash and cash equivalents
800
–
–
–
800
Bank credit facilities 2:
Revolving
23
4,000
–
10
151
3,839
Non-revolving
21
500
–
–
–
500
Outstanding letters of credit
23
243
–
243
–
–
Receivables securitization 2
21
2,400
1,600
–
–
800
Total
7,943
1,600
253
151
5,939
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.
NOTE 5: 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 and in determining the appropriate allocation of shared
costs between our 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.
2024 ANNUAL REPORT
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113
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 have been allocated on a reasonable basis.
INFORMATION BY SEGMENT
Year ended December 31, 2024
(In millions of dollars)
Note
Wireless
Cable
Media
Corporate
items and
eliminations
Consolidated
totals
Revenue from external customers
10,528
7,801
2,215
60
20,604
Revenue from internal customers
67
75
269
(411)
–
Total revenue
6
10,595
7,876
2,484
(351)
20,604
Operating costs
7
5,283
3,358
2,400
(54)
10,987
Adjusted EBITDA
5,312
4,518
84
(297)
9,617
Depreciation and amortization
8, 9, 10
4,616
Restructuring, acquisition and other
11
406
Finance costs
12
2,295
Other income
13
(6)
Income before income tax expense
2,306
Capital expenditures
8
1,596
1,939
263
243
4,041
Goodwill
10
1,634
13,677
969
–
16,280
Total assets
30,282
33,504
3,034
4,591
71,411
Year ended December 31, 2023
(In millions of dollars)
Note
Wireless
Cable
Media
Corporate
items and
eliminations
Consolidated
totals
Revenue from external customers
10,184
6,964
2,086
74
19,308
Revenue from internal customers
38
41
249
(328)
–
Total revenue
6
10,222
7,005
2,335
(254)
19,308
Operating costs
7
5,236
3,231
2,258
2
10,727
Adjusted EBITDA
4,986
3,774
77
(256)
8,581
Depreciation and amortization
8, 9, 10
4,121
Restructuring, acquisition and other
11
685
Finance costs
12
2,047
Other expense
13
362
Income before income tax expense
1,366
Capital expenditures
8
1,625
1,865
250
194
3,934
Goodwill
10
1,634
13,677
969
–
16,280
Total assets
28,613
34,099
2,896
3,674
69,282
114
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ROGERS COMMUNICATIONS INC.
2024 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6: 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:
1.
identify the contract with a customer;
2.
identify the performance obligations in the contract;
3.
determine the transaction price, which is the total
consideration provided by the customer;
4.
allocate the transaction price among the performance
obligations in the contract based on their relative fair
values; and
5.
recognize revenue when the relevant criteria are met for
each performance obligation.
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
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).
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 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
When the related games are played during the baseball season
and when goods are sold
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, as well as
other league distributions
In the applicable period, when the amount is determinable
Today’s Shopping Choice and Toronto Blue Jays merchandise
When the goods are transferred 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 contracts containing
significant financing components and 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). Holders of the Rogers
Mastercard have the option to finance devices through Rogers
Bank over 36-month or 48-month terms. 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
2024 ANNUAL REPORT
ROGERS COMMUNICATIONS INC.
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115
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
rights to consideration for the transfer of wireless devices. Our long-
term contract assets are recognized in “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 recognized in “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. 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.
We
account
for
contract
assets
and
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 ranges from 12 to 90 months. Effective January 1,
2024, as a result of an increase in the customer lifecycle, we
updated our amortization period for consumer Wireless and Cable
commissions from 24 months to 32 months to better reflect the
estimated economic lives of these relationships, which lowered
amortization by approximately $115 million for the year.
ESTIMATES
We use estimates in:
• determining the transaction price of our contracts, which
requires estimating the amount of revenue we expect to be
entitled to for delivering the performance obligations within a
contract;
• determining the stand-alone selling price of performance
obligations and the allocation of the transaction price between
performance obligations; and
• determining the appropriate amortization period of deferred
commission cost assets, taking into account the expected
pattern of benefits we will receive from the payment of
commissions.
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 we are 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 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 distinct items we do
not sell separately, we estimate stand-alone selling prices using the
adjusted market assessment approach.
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 leases. In making this
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 and to estimate the
extent of device returns.
116
|
ROGERS COMMUNICATIONS INC.
2024 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CONTRACT ASSETS
Below is a summary of our contract assets from contracts with
customers, net of an allowance for doubtful accounts, and the
significant changes in those balances during the years ended
December 31, 2024 and 2023.
Years ended December 31
(In millions of dollars)
Note
2024
2023
Balance, beginning of year
276
197
Additions from new contracts
with customers, net of
terminations and renewals
173
204
Contract assets acquired
3
–
35
Amortization of contract assets
to accounts receivable
(181)
(160)
Balance, end of year
268
276
Current
171
163
Long-term
97
113
Balance, end of year
268
276
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, 2024 and 2023.
Years ended December 31
(In millions of dollars)
Note
2024
2023
Balance, beginning of year
1,044
461
Contract liabilities assumed
3
–
164
Revenue deferred in previous
year and recognized as
revenue in current year
(771)
(574)
Net additions from contracts
with customers
809
993
Balance, end of year
1,082
1,044
Current
800
773
Long-term
282
271
Balance, end of year
1,082
1,044
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, 2024 and 2023. The deferred commission cost
assets are presented within “other current assets” (when they will be
amortized into operating costs within one year of the date of the
financial statements) or “other long-term assets”.
Years ended December 31
(In millions of dollars)
2024
2023
Balance, beginning of year
488
374
Additions to deferred commission cost
assets
640
492
Amortization recognized on deferred
commission cost assets
(375)
(378)
Balance, end of year
753
488
Current
417
341
Long-term
336
147
Balance, end of year
753
488
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, 2024. The unsatisfied portion of the
transaction price of the performance obligations relates primarily to
monthly services; we expect to recognize it substantially over the
next three to five years.
(In millions of dollars)
2025 2026 2027 Thereafter Total
Telecommunications
service
2,739
934
64
235 3,972
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.
2024 ANNUAL REPORT
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117
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DISAGGREGATION OF REVENUE
Years ended December 31
(In millions of dollars)
2024
2023
Wireless
Service revenue
8,041
7,764
Equipment revenue
2,487
2,420
Revenue from external customers
10,528
10,184
Service revenue from internal
customers
67
38
Total Wireless
10,595
10,222
Cable
Service revenue
7,750
6,921
Equipment revenue
51
43
Revenue from external customers
7,801
6,964
Service revenue from internal
customers
75
41
Total Cable
7,876
7,005
Media
Revenue from external customers
2,215
2,086
Revenue from internal customers
269
249
Total Media
2,484
2,335
Corporate items
Revenue from external customers
60
74
Revenue from internal customers
23
3
Total Corporate items
83
77
Intercompany eliminations
(434)
(331)
Total revenue
20,604
19,308
Total service revenue
18,066
16,845
Total equipment revenue
2,538
2,463
Total revenue
20,604
19,308
NOTE 7: OPERATING COSTS
Years ended December 31
(In millions of dollars)
Note
2024
2023
Cost of equipment sales
17
2,540
2,451
Merchandise for resale
17
209
217
Other external purchases
5,930
5,606
Employee salaries, benefits, and
stock-based compensation
2,308
2,453
Total operating costs
10,987
10,727
118
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ROGERS COMMUNICATIONS INC.
2024 ANNUAL REPORT
NOTE 8: PROPERTY, PLANT AND EQUIPMENT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ACCOUNTING POLICY
The following accounting policy applies to property, plant and
equipment excluding right-of-use assets. Our accounting policy for
right-of-use assets is included in note 9.
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 22); 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
Diminishing balance
15 to 40 years
Cable and wireless network
Straight-line
3 to 40 years
Computer equipment and
software
Straight-line
4 to 10 years
Customer premise equipment
Straight-line
3 to 6 years
Leasehold improvements
Straight-line
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.
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.
We recognize government financial assistance related to property,
plant and equipment as a reduction of the cost or carrying amount
of the asset when there is reasonable assurance we will comply with
the conditions of the assistance and the assistance will be received.
Impairment testing, including recognition and measurement of an
impairment charge
See “Impairment Testing” in note 10 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 as described in note 10 in
determining the recoverable amount of property, plant and
equipment.
JUDGMENTS
We make significant judgments in choosing methods 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.
2024 ANNUAL REPORT
ROGERS COMMUNICATIONS INC.
|
119
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DETAILS OF PROPERTY, PLANT AND EQUIPMENT
The tables below summarize our property, plant and equipment as at December 31, 2024 and 2023.
(In millions of dollars)
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 9)
Total
property,
plant and
equipment
Cost
As at January 1, 2024
1,447
30,499
7,931
3,003
817
1,451
2,264 47,412
3,744
51,156
Additions and transfers
296
2,466
425
285
37
121
470
4,100
480
4,580
Disposals and other
262
(815)
(442)
(83)
(11)
(45)
– (1,134)
(177)
(1,311)
As at December 31, 2024
2,005
32,150
7,914
3,205
843
1,527
2,734 50,378
4,047
54,425
Accumulated depreciation
As at January 1, 2024
474
16,040
5,590
2,073
447
1,017
– 25,641
1,183
26,824
Depreciation
106
2,068
866
492
63
70
–
3,665
408
4,073
Disposals and other
134
(766)
(468)
(148)
(14)
(43)
– (1,305)
(239)
(1,544)
As at December 31, 2024
714
17,342
5,988
2,417
496
1,044
– 28,001
1,352
29,353
Net carrying amount
As at January 1, 2024
973
14,459
2,341
930
370
434
2,264 21,771
2,561
24,332
As at December 31, 2024
1,291
14,808
1,926
788
347
483
2,734 22,377
2,695
25,072
(In millions of dollars)
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 9)
Total
property,
plant and
equipment
Cost
As at January 1, 2023
1,283
23,110
6,992
2,097
711
1,312
1,706 37,211
2,928
40,139
Additions and transfers
108
2,377
868
259
39
106
285 4,042
751
4,793
Acquisitions from business
combinations
308
5,946
370
640
78
99
273 7,714
328
8,042
Disposals and other
(252)
(934)
(299)
7
(11)
(66)
– (1,555)
(263)
(1,818)
As at December 31, 2023
1,447
30,499
7,931
3,003
817
1,451
2,264 47,412
3,744
51,156
Accumulated depreciation
As at January 1, 2023
567
14,949
5,079
1,748
390
955
– 23,688
877
24,565
Depreciation
55
1,918
810
402
66
80
– 3,331
371
3,702
Disposals and other
(148)
(827)
(299)
(77)
(9)
(18)
– (1,378)
(65)
(1,443)
As at December 31, 2023
474
16,040
5,590
2,073
447
1,017
– 25,641
1,183
26,824
Net carrying amount
As at January 1, 2023
716
8,161
1,913
349
321
357
1,706 13,523
2,051
15,574
As at December 31, 2023
973
14,459
2,341
930
370
434
2,264 21,771
2,561
24,332
During the year ended December 31, 2024, we recognized
$134 million (2023 – $111 million) in network capital expenditure-
related government grants and received $59 million (2023 – $59 million)
in cash.
During 2024, we recognized capitalized interest on property, plant
and equipment at a weighted average rate of approximately 4.2%
(2023 – 4.8%).
Annually, we perform an analysis to identify fully depreciated assets
that have been retired from active use. In 2024, this resulted in an
adjustment to cost and accumulated depreciation of $1,281 million
(2023 – $1,167 million). The disposals had nil impact on the
Consolidated Statements of Income.
ASSETS HELD FOR SALE
As at December 31, 2024, as a result of deterioration in the relevant
real estate markets, we have reclassified the land and building
assets that had been held for sale as at December 31, 2023 into
property, plant and equipment. The reclassification did not have a
material impact on our results of operations.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
120
NOTE 9: LEASES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
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.
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.
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.
We act as the lessor on certain collocation leases, whereby, due to
certain
regulatory
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.
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.
121 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
Certain of our leases contain extension or renewal options that are
exercisable only by us and not by the lessor. At 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 are typically reasonably certain
of exercising extension options on our network leases, 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.
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 twenty years. Variable lease payments
during 2024 were $20 million (2023 – $26 million).
Below is a summary of the activity related to our lease liabilities for
the year ended December 31, 2024. 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 $715 million as at
December 31, 2024 (2023 – $591 million).
Years ended December 31
(In millions of dollars)
Note
2024
2023
Lease liabilities, beginning
of year
2,593
2,028
Net additions
656
600
Lease liabilities assumed
3
–
327
Interest expense on lease
liabilities
137
111
Interest payments on lease
liabilities
(130)
(103)
Principal payments of lease
liabilities
(478)
(370)
Lease liabilities, end of year
2,778
2,593
Current liability
587
504
Long-term liability
2,191
2,089
Lease liabilities
2,778
2,593
NOTE 10: 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.
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.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
122
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Intangible asset
Estimated useful life
Customer relationships
3 to 20 years
Brand names
3 to 10 years
Other intangible assets
15 to 20 years
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.
The costs for multi-year sports and television broadcast rights
agreements are recognized in operating costs during the
applicable seasons based on the pattern in which 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 future years’ rights 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 one year of the date of the financial statements.
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 the separately identified assets and liabilities, we
immediately recognize the difference as a gain in net income.
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 if we identify indicators of impairment.
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 combinations
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.
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.
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.
123 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
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
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 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. For example, in Media, we have determined
that goodwill is monitored and should be tested for impairment at
the Media segment level as a whole, rather than at the underlying
business by business level, based on the interdependencies across
Media and how it sells and goes to market.
DETAILS OF INTANGIBLE ASSETS
The tables below summarize our intangible assets as at December 31, 2024 and 2023.
Indefinite-life
Finite-life
(In millions of dollars)
Spectrum
licences
Broadcast
licences
Brand
names
Customer
relationships
Acquired
program
rights
Brand
names Other
Total
intangible
assets Goodwill
Total
intangible
assets and
goodwill
Cost
As at January 1, 2024
11,717
330
420
7,604
200
75
52
20,398
16,501
36,899
Accumulated impairment losses
–
(99)
(14)
–
(5)
–
–
(118)
(221)
(339)
Cost, net of impairment losses
11,717
231
406
7,604
195
75
52
20,280
16,280
36,560
Additions
480
–
–
8
72
22
–
582
–
582
Disposals and other 1
–
(15)
–
–
(72)
–
–
(87)
–
(87)
As at December 31, 2024
12,197
216
406
7,612
195
97
52
20,775
16,280
37,055
Accumulated amortization
As at January 1, 2024
–
–
270
2,025
68
19
2
2,384
–
2,384
Amortization 2
–
–
–
513
62
25
3
603
–
603
Disposals and other 1
–
–
–
–
(70)
–
–
(70)
–
(70)
As at December 31, 2024
–
–
270
2,538
60
44
5
2,917
–
2,917
Net carrying amount
As at January 1, 2024
11,717
231
136
5,579
127
56
50
17,896
16,280
34,176
As at December 31, 2024
12,197
216
136
5,074
135
53
47
17,858
16,280
34,138
1 Includes disposals, impairments, reclassifications, and other adjustments.
2 Of the $603 million of total amortization, $62 million related to acquired program rights is included in other external purchases in “operating costs” (see note 7), and $541 million
in “depreciation and amortization” on the Consolidated Statements of Income.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
124
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Indefinite-life
Finite-life
(In millions of dollars)
Spectrum
licences
Broadcast
licences
Brand
names
Customer
relationships
Acquired
program
rights
Brand
names Other
Total
intangible
assets Goodwill
Total
intangible
assets and
goodwill
Cost
As at January 1, 2023
11,714
330
420
1,674
189
–
–
14,327
4,252
18,579
Accumulated impairment losses
–
(99)
(14)
–
(5)
–
–
(118)
(221)
(339)
Cost, net of impairment losses
11,714
231
406
1,674
184
–
–
14,209
4,031
18,240
Additions
3
–
–
–
74
–
–
77
–
77
Acquisitions from business
combinations (note 3)
–
–
–
5,930
–
75
52
6,057
12,249
18,306
Disposals and other 1
–
–
–
–
(63)
–
–
(63)
–
(63)
As at December 31, 2023
11,717
231
406
7,604
195
75
52
20,280
16,280
36,560
Accumulated amortization
As at January 1, 2023
–
–
270
1,627
61
–
–
1,958
–
1,958
Amortization 2
–
–
–
398
70
19
2
489
–
489
Disposals and other 1
–
–
–
–
(63)
–
–
(63)
–
(63)
As at December 31, 2023
–
–
270
2,025
68
19
2
2,384
–
2,384
Net carrying amount
As at January 1, 2023
11,714
231
136
47
123
–
–
12,251
4,031
16,282
As at December 31, 2023
11,717
231
136
5,579
127
56
50
17,896
16,280
34,176
1 Includes disposals, impairments, reclassifications, and other adjustments.
2 Of the $489 million of total amortization, $70 million related to acquired program rights is included in other external purchases in “operating costs” (see note 7), and $419 million
in “depreciation and amortization” on the Consolidated Statements of Income.
In November 2023, we won 860 spectrum licences covering 87% of the Canadian population at a total cost of $475 million in the 3800
MHz spectrum licence auction. In May 2024, we made the final payment and obtained these licences, recognizing them at a cost of
$480 million including directly attributable transaction costs.
ANNUAL IMPAIRMENT TESTING
For purposes of testing goodwill for impairment, our CGUs, or groups of CGUs, significantly correspond to our reportable segments as
disclosed in note 5. Our Cable reportable segment as disclosed in note 5 is composed of our Cable CGU and our Satellite CGU.
Below is an overview of the methods and key assumptions we used in 2024, 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
1,634
12,331
Value in use
5
2.0
7.9
Cable
13,598
–
Value in use
5
1.0
8.0
Media group
969
216
Fair value less costs of disposal
5
2.0
11.0
Our fair value measurement for Media is classified as Level 3 in the
fair value hierarchy.
During the year ended December 31, 2024, we recognized
$15 million in restructuring, acquisition and other related to an
impairment of the broadcast licences in our Radio CGU (part of our
Media group) as a result of the continued decline in the advertising
market and a corresponding decline in the CGU’s recoverable
amount. We did not recognize an impairment charge related to
our goodwill or intangible assets in 2023 because the recoverable
amounts of the CGUs, or groups of CGUs, exceeded their carrying
values.
125 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11: 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.
JUDGMENTS
We make significant judgments in determining the appropriate
classification of costs to be included in “restructuring, acquisition and
other”.
RESTRUCTURING, ACQUISITION AND OTHER COSTS
Years ended December 31
(In millions of dollars)
Note
2024
2023
Restructuring, acquisition and other
excluding Shaw Transaction-related
costs
276
365
Shaw Transaction-related costs
3
130
320
Total restructuring, acquisition and
other
406
685
The restructuring, acquisition and other costs excluding Shaw
Transaction-related costs in 2023 and 2024 include severance and
other departure-related costs associated with the targeted
restructuring of our employee base, including costs related to
voluntary departure programs. These costs also included costs
related to real estate rationalization programs, an impairment of
our radio broadcast licences (in 2024), and transaction costs related
to other completed and potential acquisitions and other corporate
transactions.
The Shaw Transaction-related costs in 2023 and 2024 consisted of
incremental costs supporting acquisition (in 2023) and integration
activities (in 2023 and 2024) related to the Shaw Transaction. This
includes significant costs in the second quarter of 2023 relating to
closing-related fees, the Shaw Transaction-related employee
retention program, and the cost of the tangible benefits package
related to the broadcasting portion of the Shaw Transaction.
NOTE 12: FINANCE COSTS
Years ended December 31
(In millions of dollars)
Note
2024
2023
Total interest on borrowings 1
23
2,022
1,981
Interest earned on restricted cash and
cash equivalents
–
(149)
Interest on borrowings, net
2,022
1,832
Interest on lease liabilities
9
137
111
Interest on post-employment benefits
25
(5)
(13)
Loss (gain) on foreign exchange
222
(111)
Change in fair value of derivative
instruments
(205)
108
Capitalized interest
(36)
(38)
Deferred transaction costs and other
160
158
Total finance costs
2,295
2,047
1 Interest on borrowings includes interest on short-term borrowings and on long-term
debt.
FOREIGN EXCHANGE AND CHANGE IN FAIR VALUE OF
DERIVATIVE INSTRUMENTS
We recognized $222 million in net foreign exchange losses in 2024
(2023 – $111 million in net gains). These losses were primarily
attributed to our $6 billion term loan facility (see note 23) and our
US CP program borrowings (see note 19).
These foreign exchange losses were offset by the $205 million gain
(2023 – $108 million loss) related to the change in fair value of
derivatives which were not designated as hedges for accounting
purposes, primarily attributed to the debt derivatives we used to
substantially offset the foreign exchange risk related to these US
dollar-denominated borrowings.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
126
NOTE 13: OTHER (INCOME) EXPENSE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31
(In millions of dollars)
Note
2024
2023
(Income) losses from associates and
joint ventures
20
(8)
412
Other investment income (losses)
2
(50)
Total other (income) expense
(6)
362
NOTE 14: 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
Years ended December 31
(In millions of dollars)
2024
2023
Current tax expense:
For the current period
884
370
Change in estimate relating to prior
periods
(20)
(43)
Total current tax expense
864
327
Deferred tax (recovery) expense:
(Reversal) origination of temporary
differences
(291)
91
Change in tax rate
–
52
Change in estimate relating to prior
periods
(1)
47
Total deferred tax (recovery) expense
(292)
190
Total income tax expense
572
517
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.
Years ended December 31
(In millions of dollars, except tax rates)
2024
2023
Statutory income tax rate
26.2%
26.2%
Income before income tax expense
2,306
1,366
Computed income tax expense
604
358
Increase (decrease) in income tax expense
resulting from:
Non-deductible stock-based
compensation
(13)
9
Revaluation of deferred tax balances
due to corporate reorganization-
driven change in income tax rate
–
52
Non-taxable income from security
investments
–
(16)
Non-deductible loss on joint venture’s
non-controlling interest purchase
obligation
–
111
Other
(19)
3
Total income tax expense
572
517
Effective income tax rate
24.8%
37.8%
127 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
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 2024 and 2023.
Deferred tax assets (liabilities)
(In millions of dollars)
Property,
plant and
equipment and
inventory
Goodwill
and other
intangibles Investments
Lease
liabilities
Contract and
deferred
commission
cost assets
Other
Total
December 31, 2023
(3,509)
(3,316)
(2)
554
(123)
17
(6,379)
Recovery (expense) in net income
284
(29)
1
17
(56)
75
292
Expense in other comprehensive income
–
–
(1)
–
–
(193)
(194)
December 31, 2024
(3,225)
(3,345)
(2)
571
(179)
(101)
(6,281)
Deferred tax assets (liabilities)
(In millions of dollars)
Property,
plant and
equipment and
inventory
Goodwill
and other
intangibles
Investments
Lease
liabilities
Contract and
deferred
commission
cost assets
Other
Total
December 31, 2022
(2,149)
(1,754)
(89)
458
(87)
(31) (3,652)
(Expense) recovery in net income
(95)
(89)
35
14
(36)
(19)
(190)
Recovery in other comprehensive income
–
–
52
–
–
115
167
Acquisitions
(1,265)
(1,473)
–
82
–
(48) (2,704)
December 31, 2023
(3,509)
(3,316)
(2)
554
(123)
17
(6,379)
We have not recognized deferred tax assets for the following items:
As at December 31
(In millions of dollars)
2024
2023
Realized capital losses in Canada that can be
applied against future capital gains
73
73
Unrealized capital losses on debt and
derivative instruments
2,572
926
Tax losses in foreign jurisdictions 1
72
71
Deductible temporary differences in foreign
jurisdictions
44
41
Total unrecognized temporary differences
2,761
1,111
1 $40 million of the tax losses in foreign jurisdictions expire between 2025 and 2037, the
remaining $32 million can be carried forward indefinitely.
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.
NOTE 15: 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.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
128
EARNINGS PER SHARE CALCULATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions of dollars,
except per share amounts)
Years ended December 31
2024
2023
Numerator (basic) - Net income for the
year
1,734
849
Denominator - Number of shares (in
millions):
Weighted average number of
shares outstanding - basic
534
523
Effect of dilutive securities (in millions):
Employee stock options and
restricted share units
1
1
Weighted average number of shares
outstanding – diluted
535
524
Earnings per share:
Basic
$ 3.25
$1.62
Diluted
$ 3.20
$1.62
For the years ended December 31, 2024 and 2023, 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, 2024 was reduced by
$20 million (2023 - $2 million) in the diluted earnings per share
calculation.
For the year ended December 31, 2024, there were 9,513,710
options out of the money (2023 - 8,742,224) 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.
NOTE 16: ACCOUNTS RECEIVABLE
ACCOUNTING POLICY
Accounts receivable represent (i) amounts owing to us that are
currently due and collectible and (ii) amounts owed to us under
device 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.
ACCOUNTS RECEIVABLE BY TYPE
As at December 31
(In millions of dollars)
Note
2024
2023
Customer accounts receivable
5,762
5,236
Other accounts receivable
1,132
1,072
Allowance for doubtful accounts
19
(227)
(211)
Total accounts receivable
6,667
6,097
Current
5,478
4,996
Long-term
1,189
1,101
Total accounts receivable
6,667
6,097
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 one year of the date of the
financial statements.
Below is a breakdown of our financing receivable balances.
As at December 31
(In millions of dollars)
2024
2023
Current financing receivables
2,341
2,111
Long-term financing receivables
1,189
1,101
Total financing receivables
3,530
3,212
129 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17: INVENTORIES
ACCOUNTING POLICY
We
measure
inventories,
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.
INVENTORIES BY TYPE
As at December 31
(In millions of dollars)
2024
2023
Wireless devices and accessories
538
361
Other finished goods and merchandise
103
95
Total inventories
641
456
Cost of equipment sales and merchandise for resale includes
$2,749 million of inventory costs for 2024 (2023 - $2,668 million).
NOTE 18: OTHER CURRENT ASSETS
As at December 31
(In millions of dollars)
Note
2024
2023
Prepaid expenses
304
321
Current portion of deferred commission
costs
6
417
341
Income tax receivable
–
274
Other
128
266
Total other current assets
849
1,202
NOTE 19: 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.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
130
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
Classification and measurement method
Financial assets
Cash and cash equivalents
Amortized cost
Accounts receivable
Amortized cost
Financing receivables
Amortized cost
Investments, measured at FVTOCI
FVTOCI with no reclassification to net income 1
Financial liabilities
Bank advances
Amortized cost
Short-term borrowings
Amortized cost
Accounts payable
Amortized cost
Accrued liabilities
Amortized cost
Long-term debt
Amortized cost
Lease liabilities
Amortized cost
Derivatives 2
Debt derivatives 3
FVTOCI and FVTPL
Expenditure derivatives
FVTOCI
Equity derivatives
FVTPL 4
Virtual power purchase agreement
FVTPL
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. All
debt derivatives related to our senior notes and debentures and our lease liabilities 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
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 of our Class B
Non-Voting Shares 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.
We assess host contracts in order to identify embedded derivatives.
Embedded derivatives are separated from the host contract and
131 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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
and amending 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
FVTOCI less accumulated impairment losses related to the
investments and accumulated amounts reclassified into equity.
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 one year
from the date of the financial statements. 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 one year of the reporting date or over the expected
life of a financial instrument, whichever is shorter.
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 6);
• 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 16);
• 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 16); 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 the individual asset 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.
We make estimates when determining the credit losses we expect
to recognize on an asset while taking into account whether we use
a twelve-month period or the asset’s lifetime.
JUDGMENTS
We make significant judgments in determining whether our
financial instruments qualify for hedge accounting. 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.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
132
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.
Financial instrument
Financial risks
Financial assets
Cash and cash equivalents
Credit and foreign exchange
Accounts receivable
Credit and foreign exchange
Financing receivables
Credit
Investments, measured at
FVTOCI
Liquidity, market price, and
foreign exchange
Financial liabilities
Bank advances
Liquidity
Short-term borrowings
Liquidity, foreign exchange,
and interest rate
Accounts payable
Liquidity
Accrued liabilities
Liquidity
Long-term debt
Liquidity, foreign exchange,
and interest rate
Lease liabilities
Liquidity and foreign
exchange
Derivatives 1
Debt derivatives
Credit, liquidity, and foreign
exchange
Expenditure derivatives
Credit, liquidity, and foreign
exchange
Equity derivatives
Credit, liquidity, and market
price
Virtual power purchase
agreement
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 cash and
cash
equivalents,
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 receivables” and “financing receivables” on
the Consolidated Statements of Financial Position are net of
allowances for doubtful accounts.
Accounts receivable and financing receivables
We measure our allowance for doubtful accounts related to our
accounts receivable and financing receivables using lifetime
expected credit losses. We believe the allowance for doubtful
accounts sufficiently reflects the credit risk associated with our
accounts receivable and financing receivables. As at December 31,
2024, $687 million (2023 – $626 million) of gross accounts
receivable and financing receivables 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.
As at December 31
(In millions of dollars)
2024
2023
Customer accounts receivable
Unbilled financing receivables
3,530
3,212
Less than 30 days past billing date
1,419
1,270
30-60 days past billing date
334
324
61-90 days past billing date
122
118
Greater than 90 days past billing date
131
101
Total customer accounts receivable (net of
allowances of $226 and $211, respectively)
5,536
5,025
Total contract assets (net of allowances of $1
and $2, respectively)
268
276
Total customer accounts receivable and
contract assets
5,804
5,301
Below is a summary of the activity related to our allowance for
doubtful accounts on total customer accounts receivable and
contract assets.
Years ended December 31
(In millions of dollars)
Note
2024
2023
Balance, beginning of year
213
184
Allowance for doubtful accounts
expense
259
176
Acquired in business combination
3
–
31
Net use
(245)
(178)
Balance, end of year
227
213
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 these controls will continue
to be effective or 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-.
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 4). 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.
133 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Below is a summary of the undiscounted contractual maturities of our financial liabilities and the receivable components of our derivatives
as at December 31, 2024 and 2023.
December 31, 2024
(In millions of dollars)
Carrying
amount
Contractual
cash flows
Less than
1 year
1 to 3
years
4 to 5
years
More than
5 years
Short-term borrowings
2,959
2,959
2,959
–
–
–
Accounts payable and accrued liabilities
4,059
4,059
4,059
–
–
–
Income tax payable
26
26
26
–
–
–
Long-term debt 1
41,896
42,886
3,696
8,970
5,799
24,421
Lease liabilities
2,778
3,546
587
1,084
406
1,469
Other long-term financial liabilities
49
49
1
2
42
4
Expenditure derivative instruments:
Cash outflow (Canadian dollar)
–
2,124
1,605
519
–
–
Cash inflow (Canadian dollar equivalent of US dollar)
–
(2,288)
(1,727)
(561)
–
–
Equity derivative instruments
–
(54)
(54)
–
–
–
Debt derivative instruments accounted for as hedges:
Cash outflow (Canadian dollar)
–
22,506
2,572
3,565
1,684
14,685
Cash inflow (Canadian dollar equivalent of US dollar) 2
–
(25,421)
(2,758)
(3,957)
(1,799)
(16,907)
Debt derivative instruments not accounted for as hedges:
Cash outflow (Canadian dollar)
–
1,958
1,958
–
–
–
Cash inflow (Canadian dollar equivalent of US dollar) 2
–
(1,963)
(1,963)
–
–
–
Net carrying amount of derivatives (asset)
(425)
51,342
50,387
10,961
9,622
6,132
23,672
1 Reflects repayment of the subordinated notes issued in December 2021 and February 2022 on their respective five-year anniversaries.
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.
December 31, 2023
(In millions of dollars)
Carrying
amount
Contractual
cash flows
Less than
1 year
1 to 3
years
4 to 5
years
More than
5 years
Short-term borrowings
1,750
1,750
1,750
–
–
–
Accounts payable and accrued liabilities
4,221
4,221
4,221
–
–
–
Long-term debt 1
40,855
41,895
1,100
8,607
8,351
23,837
Lease liabilities
2,593
3,283
504
1,002
405
1,372
Other long-term financial liabilities
49
49
1
2
42
4
Expenditure derivative instruments:
Cash outflow (Canadian dollar)
–
2,187
1,591
596
–
–
Cash inflow (Canadian dollar equivalent of US dollar)
–
(2,182)
(1,587)
(595)
–
–
Equity derivative instruments
–
(48)
(48)
–
–
–
Debt derivative instruments accounted for as hedges:
Cash outflow (Canadian dollar)
–
19,051
228
3,197
2,625
13,001
Cash inflow (Canadian dollar equivalent of US dollar) 2
–
(19,980)
(228)
(3,154)
(2,711)
(13,887)
Debt derivative instruments not accounted for as hedges:
Cash outflow (Canadian dollar)
–
4,538
4,538
–
–
–
Cash inflow (Canadian dollar equivalent of US dollar) 2
–
(4,437)
(4,437)
–
–
–
Net carrying amount of derivatives liability
538
50,006
50,327
7,633
9,655
8,712
24,327
1 Reflects repayment of the subordinated notes issued in December 2021 and February 2022 on their respective five-year anniversaries.
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.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
134
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, 2024 and 2023.
December 31, 2024
(In millions of dollars)
Less than
1 year
1 to 3
years
4 to 5
years
More than
5 years
Net interest payments
1,925
3,303
2,528
13,480
December 31, 2023
(In millions of dollars)
Less than
1 year
1 to 3
years
4 to 5
years
More than
5 years
Net interest payments
2,049
3,784
2,608
14,201
MARKET PRICE RISK
Market price risk is the risk that changes in market prices, such as
fluctuations in the market prices of our share price or energy, will
affect our income, cash flows, or the value of our financial
instruments.
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.
Market price risk - energy prices
We have a virtual power purchase agreement (VPPA) that entitles
us to the benefits of 38% of the total energy generated by a solar
facility in Alberta. The fair value of the VPPA is based, in part, on the
market rate for energy in Alberta.
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
typically 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
hedges for accounting purposes. We use expenditure derivatives
to manage the foreign exchange risk in our operations,
designating them as hedges for certain of our forecast operational
and capital expenditures. As at December 31, 2024, all of our US
dollar-denominated long-term debt, short-term borrowings, and
lease liabilities were hedged against fluctuations in foreign
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.
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, 2024.
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, bank credit facilities, and term loan facility. As at
December 31, 2024, 90.8% of our outstanding long-term debt and
short-term borrowings was at fixed interest rates (2023 - 85.6%).
Sensitivity analysis
Below is a sensitivity analysis for significant exposures with respect
to our expenditure derivatives, debt derivatives, interest rate
derivatives, short-term borrowings, senior notes, and bank credit
facilities as at December 31, 2024 and 2023 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.
Net income
Other
comprehensive
income
(Change in millions of dollars)
2024 2023
2024
2023
Expenditure derivatives - change in
foreign exchange rate $0.01 change
in Cdn$ relative to US$
–
–
12
9
Short-term borrowings
1% change in interest rates
22
13
–
–
Bank credit facilities (floating)
1% change in interest rates
7
32
–
–
135 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DERIVATIVE INSTRUMENTS
As at December 31, 2024 and 2023, 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 (liability) asset position for our
various derivatives and a summary of the derivative instruments
assets and derivative instruments liabilities reflected on our
Consolidated Statements of Financial Position.
As at December 31, 2024
(In millions of dollars,
except exchange rates)
Notional
amount
(US$)
Exchange
rate
Notional
amount
(Cdn$)
Fair
value
(Cdn$) Current
Long-
term
Debt derivatives
accounted for as cash
flow hedges:
As assets
11,116
1.2510
13,906
1,194
224
970
As liabilities
6,550
1.3127
8,598
(842)
(5) (837)
Short-term debt
derivatives not
accounted for as
hedges:
As assets
666
1.4282
952
7
7
–
As liabilities
696
1.4421
1,004
(2)
(2)
–
Net mark-to-market debt
derivative asset
357
224
133
Expenditure derivatives
accounted for as cash
flow hedges:
As assets
1,590
1.3362
2,125
132
105
27
Net mark-to-market
expenditure derivative
asset
132
105
27
Equity derivatives not
accounted for as
hedges:
As liabilities
–
–
320
(54)
(54)
–
Net mark-to-market equity
derivative liability
(54)
(54)
–
Virtual power purchase
agreement not
accounted for as
hedges:
As liabilities
–
–
–
(10)
(2)
(8)
Net mark-to-market virtual
power purchase
agreement
(10)
(2)
(8)
Net mark-to-market asset
425
273
152
As at December 31, 2023
(In millions of dollars,
except exchange rates)
Notional
amount
(US$)
Exchange
rate
Notional
amount
(Cdn$)
Fair
value
(Cdn$) Current
Long-
term
Debt derivatives
accounted for as cash
flow hedges:
As assets
4,557
1.1583
5,278
599
29
570
As liabilities
10,550
1.3055
13,773 (1,069)
(26) (1,043)
Short-term debt
derivatives not
accounted for as
hedges:
As liabilities
3,354
1.3526
4,537
(101)
(101)
–
Net mark-to-market debt
derivative liability
(571)
(98)
(473)
Expenditure derivatives
accounted for as cash
flow hedges:
As assets
600
1.3147
789
4
3
1
As liabilities
1,050
1.3315
1,398
(19)
(7)
(12)
Net mark-to-market
expenditure derivative
liability
(15)
(4)
(11)
Equity derivatives not
accounted for as
hedges:
As assets
–
–
324
48
48
–
Net mark-to-market
liability
(538)
(54)
(484)
Below is a summary of the net cash proceeds on debt derivatives
and forward contracts.
Years ended December 31
(In millions of dollars)
2024
2023
Proceeds on debt derivatives related to US
commercial paper
2,478
2,486
Proceeds on debt derivatives related to
credit facility borrowings
23,368
47,126
Proceeds on debt derivatives related to
senior notes
–
3,232
Proceeds on debt derivatives related to
lease liabilities
203
185
Total proceeds on debt derivatives
26,049
53,029
Payments on debt derivatives related to US
commercial paper
(2,466)
(2,506)
Payments on debt derivatives related to
credit facility borrowings
(23,280)
(47,136)
Payments on debt derivatives related to
senior notes
–
(2,710)
Payments on debt derivatives related to
lease liabilities
(196)
(185)
Total payments on debt derivatives
(25,942)
(52,537)
Net proceeds on settlement of debt
derivatives
107
492
Net proceeds on settlement of debt
derivatives and forward contracts
107
492
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
136
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Below is a summary of the changes in fair value of our derivative instruments for 2024 and 2023.
Year ended December 31, 2024
(In millions of dollars)
Debt
derivatives
(hedged)
Debt
derivatives
(unhedged)
Expenditure
derivatives
Equity
derivatives
Virtual power
purchase
agreement
Total
instruments
Derivative instruments, beginning of year
(470)
(101)
(15)
48
–
(538)
Proceeds received from settlement of derivatives
(203)
(25,846)
(1,640)
–
(1)
(27,690)
Payment on derivatives settled
196
25,746
1,590
–
2
27,534
Increase (decrease) in fair value of derivatives
829
206
197
(102)
(11)
1,119
Derivative instruments, end of year
352
5
132
(54)
(10)
425
Mark-to-market asset
1,194
7
132
–
–
1,333
Mark-to-market liability
(842)
(2)
–
(54)
(10)
(908)
Mark-to-market asset (liability)
352
5
132
(54)
(10)
425
Year ended December 31, 2023
(In millions of dollars)
Debt
derivatives
(hedged)
Debt
derivatives
(unhedged)
Expenditure
derivatives
Equity
derivatives
Total
instruments
Derivative instruments, beginning of year
916
72
94
54
1,136
Proceeds received from settlement of derivatives
(3,232)
(49,612)
(1,297)
–
(54,141)
Payment on derivatives settled
2,710
49,642
1,479
–
53,831
(Decrease) increase in fair value of derivatives
(864)
(203)
(291)
(6)
(1,364)
Derivative instruments, end of year
(470)
(101)
(15)
48
(538)
Mark-to-market asset
599
–
4
48
651
Mark-to-market liability
(1,069)
(101)
(19)
–
(1,189)
Mark-to-market (liability) asset
(470)
(101)
(15)
48
(538)
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 21). We typically 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.
During 2024 and 2023, we entered and settled debt derivatives related to our credit facility borrowings and US CP program as follows:
Year ended
December 31, 2024
Year ended
December 31, 2023
(In millions of dollars, except exchange rates)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Credit facilities
Debt derivatives entered
14,943
1.366
20,407
38,205
1.348
51,517
Debt derivatives settled
17,136
1.364
23,368
34,964
1.348
47,126
Net cash received (paid) on settlement
87
(10)
US commercial paper program
Debt derivatives entered
2,008
1.374
2,758
1,803
1.357
2,447
Debt derivatives settled
1,807
1.371
2,478
1,848
1.345
2,486
Net cash received (paid) on settlement
13
(20)
137 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In 2024, 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 23). Below is a summary of the debt derivatives we entered to hedge senior notes
issued during 2024. We did not enter into any debt derivatives related to senior notes issued in 2023.
(In millions of dollars, except for coupon and interest rates)
US$
Hedging effect
Effective date
Principal/Notional
amount (US$)
Maturity date Coupon rate
Fixed hedged (Cdn$)
interest rate 1 Equivalent (Cdn$)
2024 issuances
February 9, 2024
1,250
2029
5.000%
4.735%
1,684
February 9, 2024
1,250
2034
5.300%
5.107%
1,683
1 Converting from a fixed US$ coupon rate to a weighted average Cdn$ fixed rate.
In October 2023, we repaid the entire outstanding principal
amount of our US$850 million 4.10% senior notes and the
associated debt derivatives at maturity, resulting in a repayment of
$877 million, net of $288 million received on settlement of the
associated debt derivatives.
In March 2023, we settled the derivatives associated with our
US$1 billion senior notes due 2025, which were not designated as
hedges for accounting purposes. We subsequently entered into
new derivatives associated with those senior notes, which we
designated as hedges for accounting purposes. We received a net
$60 million relating to these transactions.
As at December 31, 2024, we had US$17,250 million (2023 –
US$14,750 million) in US dollar-denominated senior notes,
debentures, and subordinated notes, of which all of the associated
foreign exchange risk had been hedged economically using debt
derivatives, at an average rate of $1.272/US$ (December 31, 2023 –
$1.259/US$).
During 2024 and 2023, we entered and settled debt derivatives related to our outstanding lease liabilities as follows:
Year ended
December 31, 2024
Year ended
December 31, 2023
(In millions of dollars, except exchange rates)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Debt derivatives entered
271
1.369
371
274
1.336
366
Debt derivatives settled
214
1.322
283
142
1.310
186
As at December 31, 2024, we had US$416 million notional amount of debt derivatives outstanding related to our outstanding lease
liabilities (2023 – US$357 million) with terms to maturity ranging from January 2025 to December 2027 (2023 – January 2024 to December
2026), at an average rate of $1.349/US$ (2023 – $1.329/US$).
Expenditure derivatives
Below is a summary of the expenditure derivatives we entered and settled during 2024 and 2023 to manage foreign exchange risk related
to certain forecast expenditures.
Year ended
December 31, 2024
Year ended
December 31, 2023
(In millions of dollars, except exchange rates)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Expenditure derivatives entered
1,140
1.340
1,528
1,650
1.325
2,187
Expenditure derivatives acquired
–
–
–
212
1.330
282
Expenditure derivatives settled
1,200
1.325
1,590
1,172
1.262
1,479
As at December 31, 2024, we had US$1,590 million of expenditure
derivatives outstanding (2023 – US$1,650 million), at an average
rate of $1.336/US$ (2023 – $1.325/US$), with terms to maturity
ranging from January 2025 to December 2026 (2023 – January
2024 to December 2025).
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 27). The
equity derivatives have 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, 2024, we had equity derivatives outstanding
for 6.0 million (2023 – 6.0 million) Class B Non-Voting Shares with a
weighted average price of $53.27 (2023 – $54.02).
In 2023, we entered into 0.5 million equity derivatives with a
weighted average price of $58.14 as a result of the issuance of
additional performance restricted share units in 2023.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
138
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Additionally, we executed extension agreements for our equity
derivative contracts under substantially the same commitment
terms and conditions with revised expiry dates to April 2025 (from
April 2024) and the weighted average cost was adjusted to $53.27
per share.
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 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 transfers between Level 1, Level 2, or Level 3 during
the years ended December 31, 2024 or 2023.
Below is a summary of the financial instruments carried at fair value.
As at December 31
Carrying value Fair value (Level 2)
Fair value (Level 3)
(In millions of dollars)
2024
2023
2024
2023
2024
2023
Financial assets
Investments, measured at FVTOCI:
Investments in private companies
128
118
–
–
128
118
Held-for-trading:
Debt derivatives accounted for as cash flow hedges
1,194
599
1,194
599
–
–
Debt derivatives not accounted for as hedges
7
–
7
–
–
–
Expenditure derivatives accounted for as cash flow hedges
132
4
132
4
–
–
Equity derivatives not accounted for as hedges
–
48
–
48
–
–
Total financial assets
1,461
769
1,333
651
128
118
Financial liabilities
Long-term debt (including current portion)
41,896 40,855
39,765
39,001
–
–
Held-for-trading:
Debt derivatives accounted for as cash flow hedges
842
1,069
842
1,069
–
–
Debt derivatives not accounted for as hedges
2
101
2
101
–
–
Expenditure derivatives accounted for as cash flow hedges
–
19
–
19
–
–
Equity derivatives not accounted as hedges
54
–
54
–
Total financial liabilities
42,794 42,044
40,663
40,190
–
–
We did not have any non-derivative held-to-maturity financial assets during the years ended December 31, 2024 and 2023.
2024 ANNUAL REPORT
ROGERS COMMUNICATIONS INC.
|
139
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SUPPLIER FINANCE ARRANGEMENTS
We are enrolled in supplier finance arrangement programs with
two large financial institutions. The principal purpose of these
arrangements is to enable willing suppliers to receive payments
from the financial institutions prior to invoice due dates. The
payment terms for these arrangements are net 15 days from the
invoice date if with the program. The range of payment due dates
for trade payables that are not part of the arrangement are net 60
to 90 days from the invoice date. The payment terms for our
liabilities due to the financial institutions is 30 to 45 days. There are
no extended payment terms, security, or guarantees provided
under these programs.
The following table presents additional information about the
carrying amounts of our accounts payable and accrued liabilities
subject to our supplier finance arrangements.
(In millions of dollars)
As at
December 31, 2024
As at
January 1, 2024
Presented within accounts
payable and accrued
liabilities
273
256
for which suppliers
have received
payment from the
finance provider
264
208
NOTE 20: INVESTMENTS
ACCOUNTING POLICY
Investments in private companies
We have elected to irrevocably classify our investments in
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 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.
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.
ESTIMATES
Significant estimates are required in determining the fair value of
one of our joint ventures’ obligations to purchase at fair value the
non-controlling interest in one of its investments.
INVESTMENTS BY TYPE
As at December 31
(In millions of dollars)
2024
2023
Investments in private companies, measured
at FVTOCI
128
118
Investments, associates and joint ventures
487
480
Total investments
615
598
INVESTMENTS, MEASURED AT FAIR VALUE THROUGH
OTHER COMPREHENSIVE INCOME
Publicly traded companies
In 2023, we sold our interests in Cogeco Inc. and Cogeco
Communications Inc. for $829 million to Caisse de dépôt et
placement du Québec and realized gains of $261 million in other
comprehensive income. As we had disposed of our entire interest
in these two entities, we reclassified $367 million of gains, net of
income taxes, within accumulated other comprehensive income
from our FVTOCI investment reserve into retained earnings.
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
Toronto Raptors, MLS’ Toronto FC, the CFL’s Toronto Argonauts,
the AHL’s Toronto Marlies, and other assets. We, along with BCE
Inc. (Bell), 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.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
140
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On September 18, 2024, we announced an agreement with Bell to
acquire Bell’s indirect 37.5% ownership stake in MLSE for a
purchase price of $4.7 billion subject to certain adjustments,
payable in cash (MLSE Transaction). The MLSE Transaction will also
provide Bell the opportunity to renew its existing MLSE broadcast
and sponsorship rights over the long-term at fair market value. This
includes access to content rights for 50% of Toronto Maple Leafs
regional games and 50% of Toronto Raptors games for which
MLSE controls the rights. In December 2024, we received
clearance from the Competition Bureau to proceed with the MLSE
Transaction. We still require sports league approvals and approval
from the Canadian Radio-television and Telecommunications
Commission before the MLSE Transaction can close. When the
MLSE Transaction closes, we will be the largest owner of MLSE, with
a controlling interest in 75% of MLSE.
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 Bell. 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
(In millions of dollars)
2024
2023
Current assets
749
581
Long-term assets
3,584
3,423
Current liabilities
(1,234)
(1,109)
Long-term liabilities
(3,395)
(2,456)
Total net assets
(296)
439
Our share of net assets
(99)
290
Revenue
2,731
2,546
Expenses
(3,473)
(3,710)
Net loss
(742)
(1,164)
Our share of net loss
(376)
(589)
The holder of the 25% non-controlling interest in MLSE has a right
to require its interest be purchased at a future date at fair value.
During the year ended December 31, 2023, we recognized a
$422 million loss in other expense related to our share of a change
in the fair value of that obligation. As a result of the loss, the
balance of this investment was reduced to nil and we have an
unrecognized loss related to that investment as at December 31,
2024 of $588 million (2023 – $186 million), which is reflected in
“our share of net assets” and “our share of net loss” in the table
above.
NOTE 21: SHORT-TERM BORROWINGS
As at December 31
(In millions of dollars)
2024
2023
Receivables securitization program
2,000
1,600
US commercial paper program (net of the
discount on issuance)
452
150
Non-revolving credit facility borrowings
507
–
Total short-term borrowings
2,959
1,750
141 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Below is a summary of the activity relating to our short-term borrowings for the years ended December 31, 2024 and 2023.
Year ended December 31, 2024 Year ended December 31, 2023
(In millions of dollars, except exchange rates)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Proceeds received from receivables securitization
800
–
Repayment of receivables securitization
(400)
(1,000)
Net proceeds received from (repayment of) receivables
securitization
400
(1,000)
Proceeds received from US commercial paper
2,009
1.373
2,759
1,803
1.357
2,447
Repayment of US commercial paper
(1,819)
1.371
(2,494)
(1,858)
1.345
(2,499)
Net proceeds received from (repayment of) US commercial paper
265
(52)
Proceeds received from non-revolving credit facilities (Cdn$)
–
375
Proceeds received from non-revolving credit facilities (US$)
2,899
1.378
3,996
2,125
1.349
2,866
Total proceeds received from non-revolving credit facilities
3,996
3,241
Repayment of non-revolving credit facilities (Cdn$)
–
(758)
Repayment of non-revolving credit facilities (US$)
(2,547)
1.383
(3,523)
(2,125)
1.351
(2,870)
Total repayment of non-revolving credit facilities
(3,523)
(3,628)
Net proceeds received from (repayment of) non-revolving
credit facilities
473
(387)
Net proceeds received from (repayment of) short-term borrowings
1,138
(1,439)
RECEIVABLES SECURITIZATION PROGRAM
We participate in a receivables securitization program with a group
of Canadian financial institutions that allows us to sell certain
receivables into the program. The maximum potential proceeds
under the receivables securitization program is $2.4 billion.
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 terms of our receivables securitization
program are committed until its expiry, which we extended in June
2024 to an expiration date of June 28, 2027. The buyers’ interests
in these trade receivables ranks ahead of our interest. The program
restricts us from using the receivables as collateral. The buyers of
our trade receivables have no claim on any of our other assets.
As at December 31
(In millions of dollars)
2024
2023
Receivables sold to buyer as security
3,186
3,178
Short-term borrowings from buyer
(2,000)
(1,600)
Overcollateralization
1,186
1,578
Years ended December 31
(In millions of dollars)
Note
2024
2023
Receivables securitization
program, beginning of year
1,600
2,400
Receivables securitization
program assumed
3
–
200
Net proceeds received from
(repayment of) receivables
securitization
400
(1,000)
Receivables securitization
program, end of year
2,000
1,600
In April 2023, we repaid the outstanding $200 million of
borrowings under Shaw’s legacy accounts receivable securitization
program, subsequent to which the program was terminated. This
repayment is included in “net proceeds received from (repayment
of) receivables securitization” above.
US COMMERCIAL PAPER PROGRAM
We have a US CP program that allows us to issue up to a maximum
aggregate principal amount of US$1.5 billion. Funds can be
borrowed under this program with terms to maturity ranging from
1 to 397 days, subject to ongoing market conditions. Issuances
made under the US CP program are issued at a discount.
Borrowings under our US CP program are classified as “short-term
borrowings” on our Consolidated Statements of Financial Position
when they are due within one year of the date of the financial
statements.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
142
Below is a summary of the activity relating to our US CP program for the years ended December 31, 2024 and 2023.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2024
Year ended December 31, 2023
(In millions of dollars, except exchange rates)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
US commercial paper, beginning of year
113
1.327
150
158
1.354
214
Net proceeds received from (repayment of) US commercial paper
190
n/m
265
(55)
n/m
(52)
Discounts on issuance 1
11
1.364
15
10
1.400
14
Loss (gain) on foreign exchange 1
22
(26)
US commercial paper, end of year
314
1.439
452
113
1.327
150
n/m – not meaningful
1 Included in “finance costs”.
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 19). We have not designated these debt
derivatives as hedges for accounting purposes.
NON-REVOLVING CREDIT FACILITIES
In November 2023, we entered into three non-revolving credit
facilities with an aggregate limit of $2 billion. In December 2023,
we terminated two of these credit facilities and reduced the
amount available from $2 billion to $500 million. Drawings on this
facility were recognized as short-term borrowings on our
Consolidated Statements of Financial Position. Borrowings under
this facility were unsecured, guaranteed by RCCI, and ranked
equally in right of payment with all of our other credit facilities and
senior notes and debentures. In March 2024, we borrowed
US$185 million under this facility maturing in March 2025. In April
2024, we borrowed an additional US$184 million under the facility,
resulting in it being fully drawn.
Below is a summary of the activity relating to our non-revolving credit facilities for the years ended December 31, 2024 and 2023.
Years ended December 31
(In millions of dollars)
2024
2023
Non-revolving credit facility, beginning of year
–
371
Net proceeds received from (repayment of) non-revolving credit facilities
473
(387)
Discounts on issuance 1
–
12
Loss on foreign exchange 1
34
4
Non-revolving credit facility, end of year
507
–
1 Included in “finance costs”.
Concurrent with the 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 note 19).
We have not designated these debt derivatives as hedges for
accounting purposes.
NOTE 22: 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 11).
143 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 lower of the expected cost 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.
JUDGMENTS
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.
PROVISIONS DETAILS
(In millions of dollars)
Decommissioning
liabilities
Other
Total
December 31, 2023
61
15
76
Additions
–
9
9
Adjustments to existing
provisions
4
(7)
(3)
December 31, 2024
65
17
82
Current (recorded in “other
current liabilities”)
11
10
21
Long-term
54
7
61
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.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
144
NOTE 23: LONG-TERM DEBT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31
(In millions of dollars, except interest rates)
Due
date
Principal
amount
Interest
rate
2024
2023
Term loan facility
Floating
1,001
4,286
Canada Infrastructure Bank credit facility
2052
1.000%
64
–
Senior notes
2024
600
4.000%
–
600
Senior notes 1
2024
500
4.350%
–
500
Senior notes
2025
US 1,000
2.950%
1,439
1,323
Senior notes
2025
1,250
3.100%
1,250
1,250
Senior notes
2025
US
700
3.625%
1,007
926
Senior notes
2026
500
5.650%
500
500
Senior notes
2026
US
500
2.900%
718
661
Senior notes
2027
1,500
3.650%
1,500
1,500
Senior notes 1
2027
300
3.800%
300
300
Senior notes
2027
US 1,300
3.200%
1,871
1,719
Senior notes
2028
1,000
5.700%
1,000
1,000
Senior notes 1
2028
500
4.400%
500
500
Senior notes 1
2029
500
3.300%
500
500
Senior notes
2029
1,000
3.750%
1,000
1,000
Senior notes
2029
1,000
3.250%
1,000
1,000
Senior notes
2029
US 1,250
5.000%
1,799
–
Senior notes
2030
500
5.800%
500
500
Senior notes 1
2030
500
2.900%
500
500
Senior notes
2032
US 2,000
3.800%
2,878
2,645
Senior notes
2032
1,000
4.250%
1,000
1,000
Senior debentures 2
2032
US
200
8.750%
288
265
Senior notes
2033
1,000
5.900%
1,000
1,000
Senior notes
2034
US 1,250
5.300%
1,799
–
Senior notes
2038
US
350
7.500%
504
463
Senior notes
2039
500
6.680%
500
500
Senior notes 1
2039
1,450
6.750%
1,450
1,450
Senior notes
2040
800
6.110%
800
800
Senior notes
2041
400
6.560%
400
400
Senior notes
2042
US
750
4.500%
1,079
992
Senior notes
2043
US
500
4.500%
719
661
Senior notes
2043
US
650
5.450%
935
860
Senior notes
2044
US 1,050
5.000%
1,511
1,389
Senior notes
2048
US
750
4.300%
1,079
992
Senior notes 1
2049
300
4.250%
300
300
Senior notes
2049
US 1,250
4.350%
1,799
1,653
Senior notes
2049
US 1,000
3.700%
1,439
1,323
Senior notes
2052
US 2,000
4.550%
2,878
2,645
Senior notes
2052
1,000
5.250%
1,000
1,000
Subordinated notes 3
2081
2,000
5.000%
2,000
2,000
Subordinated notes 3
2082
US
750
5.250%
1,079
992
42,886
41,895
Deferred transaction costs and discounts
(951)
(1,040)
Deferred government grant liability
(39)
–
Less current portion
(3,696)
(1,100)
Total long-term debt
38,200
39,755
1 Senior notes originally issued by Shaw Communications Inc. which are unsecured obligations of RCI and for which RCCI was an unsecured guarantor as at December 31, 2024
and 2023, see note 3.
2 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, 2024 and
2023.
3 The subordinated notes can be redeemed at par on the five-year anniversary from issuance dates of December 2021 and February 2022 or on any subsequent interest payment
date.
145 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Each of the above senior notes and debentures are unsecured and,
as at December 31, 2024, 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 19).
The tables below summarize the activity relating to our long-term debt for the years ended December 31, 2024 and 2023.
Year ended December 31, 2024
Year ended December 31, 2023
(In millions of dollars, except exchange rates)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Credit facility borrowings (Cdn$)
64
–
Credit facility borrowings (US$)
–
–
–
220
1.368
301
Credit facility repayments (US$)
–
–
–
(220)
1.336
(294)
Net borrowings under credit facilities
64
7
Term loan facility net borrowings (US$) 1
8
n/m
18
4,506
1.350
6,082
Term loan facility net repayments (US$)
(2,553)
1.352
(3,452)
(1,265)
1.340
(1,695)
Net repayments under term loan facility
(3,434)
4,387
Senior note issuances (Cdn$)
–
3,000
Senior note issuances (US$)
2,500
1.347
3,367
–
–
–
Total senior note issuances
3,367
3,000
Senior note repayments (Cdn$)
(1,100)
(500)
Senior note repayments (US$)
–
–
–
(1,350)
1.373
(1,854)
Total senior note repayments
(1,100)
(2,354)
Net issuance of senior notes
2,267
646
Net (repayment) issuance of long-term debt
(1,103)
5,040
1 Borrowings under our term loan facility mature and are reissued regularly, such that until repaid, we maintain net outstanding borrowings equivalent to the then-current credit
limit on the reissue dates.
Years ended December 31
(In millions of dollars)
Note
2024
2023
Long-term debt, beginning of year
40,855
31,733
Net (repayment) issuance of long-
term debt
(1,103)
5,040
Long-term debt assumed
3
–
4,526
Increase in government grant
liability related to Canada
Infrastructure Bank facility
(39)
–
Loss (gain) on foreign exchange
2,094
(549)
Deferred transaction costs incurred
(52)
(31)
Amortization of deferred
transaction costs
141
136
Long-term debt, end of year
41,896
40,855
Current
3,696
1,100
Long-term
38,200
39,755
Long-term debt, end of year
41,896
40,855
In April 2023, we assumed $4.55 billion principal amount of Shaw’s
senior notes upon closing the Shaw Transaction (see note 3), of
which $500 million was repaid at maturity in November 2023 and
$500 million was repaid at maturity in January 2024.
WEIGHTED AVERAGE INTEREST RATE
As at December 31, 2024, 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 4.61% (2023 – 4.85%).
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 adjusted term Secured Overnight Financing Rate
(SOFR) or Canadian Overnight Repo Rate Average (CORRA).
In April 2024, we amended our revolving credit facility to further
extend the maturity date of the $3 billion tranche to April 2029,
from January 2028, and the $1 billion tranche to April 2027, from
January 2026.
In April 2023, we drew the maximum $6 billion on the term loan
facility upon closing the Shaw Transaction (see note 3), consisting
of $2 billion from each of the three tranches. The three tranches
mature on April 3, 2026, 2027, and 2028, respectively. During the
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
146
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
year ended December 31, 2023, we repaid $1,600 million of the
tranche maturing on April 3, 2027. In February 2024, we used the
proceeds from the issuance of US$2.5 billion of senior notes (see
“Issuance of senior notes and related debt derivatives” below) to
repay an additional $3.4 billion of the facility such that $1 billion
remains outstanding under the April 2026 tranche.
The interest rate charged on borrowings from the 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 adjusted term SOFR or
CORRA.
We have an $815 million senior unsecured non-revolving credit
facility with a fixed 1% interest rate with Canada Infrastructure Bank.
The credit facility can only be drawn upon to finance broadband
service expansion projects to underserved communities under the
Universal Broadband Fund. In 2023, we amended the terms of the
facility to, among other things, increase the limit from $665 million.
As at December 31, 2024, we had drawn $64 million on the credit
facility and have recognized a government grant liability of
$39 million related to this loan.
The benefit of a below-market loan from a government entity is
accounted for as a government grant and is equal to the difference
between (i) the present value of the cash flows at the time of
borrowing based on a market interest rate and (ii) the proceeds
received. We recognize the difference within “other current
liabilities” (when the grant will be recognized within one year of the
date of the financial statements) or “other long-term liabilities” on
our Consolidated Statements of Financial Position. The liability is
subsequently measured at amortized cost using the effective
interest method. The interest expense on the liability will be
represented by the accretion of the loan liability over time. The
government grant will be recognized as a reduction of the interest
expense over the term of the loan.
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.
Each of our 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.
ISSUANCE OF SENIOR NOTES AND RELATED DEBT DERIVATIVES
Below is a summary of the senior notes we issued in 2024 and 2023.
(In millions of dollars, except interest rates and discounts)
Principal
amount Due date Interest rate
Discount/
premium at
issuance
Total gross
proceeds 1
(Cdn$)
Transaction
costs and
discounts 2
(Cdn$)
Date issued
2024 issuances
February 9, 2024
US
1,250
2029
5.000%
99.714%
1,684
20
February 9, 2024
US
1,250
2034
5.300%
99.119%
1,683
30
2023 issuances
September 21, 2023
500
2026
5.650%
99.853%
500
3
September 21, 2023
1,000
2028
5.700%
99.871%
1,000
8
September 21, 2023
500
2030
5.800%
99.932%
500
4
September 21, 2023
1,000
2033
5.900%
99.441%
1,000
12
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.
147 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2025
In February 2025, we issued three tranches of subordinated notes,
consisting of:
• US$1.1 billion due 2055 with an initial coupon of 7.00% for the
first five years;
• US$1 billion due 2055 with an initial coupon of 7.125% for the
first ten years; and
• $1 billion due 2055 with an initial coupon of 5.625% for the first
five years.
Concurrent with these US dollar-denominated issuances, we
entered into debt derivative to convert all interest and principal
payment obligations to Canadian dollars. We received net
proceeds of $4.0 billion from the issuances. We intend to use the
proceeds to repay maturing senior notes and to partially fund the
MLSE Transaction.
The US$1.1 billion and the Cdn$1 billion notes can be redeemed
at par on their five-year anniversary or on any subsequent interest
payment date. The US$1 billion notes can be redeemed at par on
their ten-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.
2024
In February 2024, we issued senior notes with an aggregate
principal amount of US$2.5 billion, consisting of US$1.25 billion of
5.00% senior notes due 2029 and US$1.25 billion of 5.30% senior
notes due 2034. Concurrent with the issuance, we also entered into
debt derivatives to convert all interest and principal payment
obligations to Canadian dollars. As a result, we received net
proceeds of US$2.46 billion ($3.32 billion).
2023
In September 2023, we issued senior notes with an aggregate
principal amount of $3 billion. As a result, we received net
proceeds of $2.98 billion which we used for general corporate
purposes, including the repayment of outstanding debt.
REPAYMENT OF SENIOR NOTES AND RELATED DERIVATIVE
SETTLEMENTS
2024
During the year ended December 31, 2024, we repaid the entire
outstanding principal of our $500 million 4.35% and $600 million
4.00% senior notes at maturity. There were no derivatives
associated with these senior notes.
2023
During the year ended December 31, 2023, we repaid the entire
outstanding principal of our $500 million 3.80% senior notes, which
were assumed in the Shaw Transaction, at maturity. There were no
derivatives associated with these senior notes. In addition, we
repaid the entire outstanding principal of our US$850 million
4.10% senior notes and our US$500 million 3.00% senior notes,
including the associated debt derivatives, at maturity. As a result,
we repaid $2,188 million, net of $522 million received on
settlement of the associated debt derivatives.
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, 2024.
(In millions of dollars)
2025
3,696
2026
4,220
2027
4,750
2028
1,500
2029
4,299
Thereafter
24,421
Total long-term debt
42,886
TERMS AND CONDITIONS
As at December 31, 2024 and 2023, we were in compliance with all
financial covenants and financial ratios in 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, 2024, 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.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
148
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 24: OTHER LONG-TERM LIABILITIES
As at December 31
(In millions of dollars)
Note
2024
2023
Derivative instruments
19
845
1,055
Contract liabilities
6
282
271
Supplemental executive retirement
plan
25
93
94
Stock-based compensation
27
31
47
Other
415
316
Total other long-term liabilities
1,666
1,783
NOTE 25: 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 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, 2024.
Principal actuarial assumptions
2024
2023
Weighted average of significant
assumptions:
Defined benefit obligation
Discount rate
4.8%
4.6%
Rate of compensation
increase
2.0% to 7.5%,
based on
employee age
2.0% to 7.5%,
based on
employee age
Mortality rate
95% of
CPM2014Priv
with Scale
CPM-B
95% of
CPM2014Priv
with Scale
CPM-B
Pension expense
Discount rate
4.6%
5.3%
Rate of compensation
increase
2.0% to 7.5%,
based on
employee age
1.0% to 4.5%,
based on
employee age
Mortality rate
95% of
CPM2014Priv
with Scale
CPM-B
CPM2014Priv
with Scale
CPM-B
149 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
Increase (decrease) in
accrued benefit obligation
(In millions of dollars)
2024
2023
Discount rate
Impact of 0.5% increase
(174)
(183)
Impact of 0.5% decrease
197
208
Rate of future compensation increase
Impact of 0.25% increase
12
13
Impact of 0.25% decrease
(12)
(13)
Mortality rate
Impact of 1 year increase
36
38
Impact of 1 year decrease
(40)
(42)
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
2016. Participation in the plan was voluntary and enrolled
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. 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.
The defined benefit pension plans are subject to certain risks
related to contribution increases, inadequate plan surplus,
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)
2024
2023
Plan assets, at fair value
2,385
2,339
Accrued benefit obligations
(2,197)
(2,260)
Surplus of plan assets over accrued benefit
obligations
188
79
Effect of asset ceiling limit
(13)
(3)
Net deferred pension asset
175
76
Consists of:
Deferred pension asset
183
76
Deferred pension liability
(8)
–
Net deferred pension asset
175
76
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
150
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Below is a summary of our pension fund assets.
Years ended December 31
(In millions of dollars)
2024
2023
Plan assets, beginning of year
2,339
2,770
Interest income
110
134
Remeasurements, recognized in other
comprehensive income and equity
101
149
Contributions by employees
25
28
Contributions by employer
5
19
Benefits paid
(51)
(89)
Impact of annuitization
(141)
(737)
Impact of Shaw Transaction
–
67
Administrative expenses paid from
plan assets
(3)
(2)
Plan assets, end of year
2,385
2,339
Below is a summary of the accrued benefit obligations arising from
funded obligations.
Years ended December 31
(In millions of dollars)
2024
2023
Accrued benefit obligations,
beginning of year
2,260
2,430
Current service cost
86
76
Interest cost
102
116
Benefits paid
(51)
(89)
Impact of annuitization
(140)
(736)
Contributions by employees
25
28
Impact of Shaw Transaction
–
55
Remeasurements, recognized in other
comprehensive income and equity
(85)
380
Accrued benefit obligations, end of
year
2,197
2,260
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.
As at December 31
(In millions of dollars)
2024
2023
Equity securities
1,406
1,371
Debt securities
929
914
Other – cash
50
54
Total fair value of plan assets
2,385
2,339
Below is a summary of our net pension expense. Net interest cost is
included in “finance costs”; other pension expenses are included in
salaries and benefits expense in “operating costs” on the
Consolidated Statements of Income.
Years ended December 31
(In millions of dollars)
2024
2023
Plan cost:
Current service cost
86
76
Net interest income
(8)
(18)
Net pension expense
78
58
Administrative expense
3
4
Total pension cost recognized in net
income
81
62
Net interest income, a component of the plan cost above, is
included in “finance costs” and is outlined as follows:
Years ended December 31
(In millions of dollars)
2024
2023
Interest income on plan assets
(110)
(134)
Interest cost on plan obligation
102
116
Net interest income, recognized in
finance costs
(8)
(18)
The remeasurement recognized in the Consolidated Statements of
Comprehensive Income is determined as follows:
Years ended December 31
(In millions of dollars)
2024
2023
Return on plan assets
(excluding interest income)
101
149
Change in financial assumptions
70
(328)
Change in demographic assumptions
–
(8)
Effect of experience adjustments
15
(44)
Change in asset ceiling
(10)
40
Remeasurement gain (loss),
recognized in other comprehensive
income and equity
176
(191)
PURCHASES OF ANNUITIES
In July 2024 and July 2023, our defined benefit pension plans
purchased approximately $147 million and $737 million,
respectively,
of
annuities
from
insurance
companies
for
substantially all the retired members in the plans at those times.
The aggregate premiums for the annuities were funded by selling a
corresponding amount of existing assets from the plans. The
purchase of the annuities relieves us of primary responsibility for,
and eliminates risk associated with, the accrued benefit obligation
for the retired members. The annuity purchases required a
remeasurement of the pension plan assets and liabilities at the date
of purchase. There was no significant impact to net income related
to the annuity purchases.
151 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SUPPLEMENTAL DEFINED BENEFIT PLAN DETAILS
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.
Years ended December 31
(In millions of dollars)
2024
2023
Accrued benefit obligation,
beginning of year
94
83
Pension expense, recognized in
employee salaries and benefits
expense
4
9
Net interest cost, recognized in
finance costs
3
5
Remeasurement (gain) loss,
recognized in other
comprehensive income
(1)
6
Benefits paid
(7)
(9)
Accrued benefit obligation, end of
year
93
94
DEFINED CONTRIBUTION PLANS
We also have defined contribution plans with total pension
expense of $39 million in 2024 (2023 – $43 million), which is
included in employee salaries and benefits expense.
ALLOCATION OF PLAN ASSETS
Allocation of plan assets
Target asset
allocation
percentage
2024
2023
Equity securities:
Domestic
12.2%
12.0%
3% to 13%
International
46.7%
46.6%
27% to 37%
Debt securities
39.0%
39.1%
45% to 75%
Other – cash
2.1%
2.3%
0% to 5%
Total
100.0%
100.0%
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 $6 million (2023 – $7 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.
Years ended December 31
(In millions of dollars)
2024
2023
Employer contribution
5
19
Employee contribution
25
28
Total contribution
30
47
We estimate our 2025 employer contributions to our funded plans
to be nil. The actual value will depend on the results of the 2025
actuarial funding valuations. The average duration of the defined
benefit obligation as at December 31, 2024 is 17 years (2023 – 17
years). The duration of the defined benefit obligation has increased
as a result of purchasing annuities for the retired members.
Plan assets recognized an actual net gain of $209 million in 2024
(2023 – $281 million net gain).
We have recognized a cumulative gain in “other comprehensive
income” and “retained earnings” of $41 million as at December 31,
2024 (2023 – $88 million loss) associated with post-retirement
benefit plans.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
152
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 26: SHAREHOLDERS’ EQUITY
CAPITAL STOCK
Share class
Number of shares
authorized for issue
Features
Voting rights
Preferred shares
400,000,000
• Issuable in series, with rights
and terms of each series to
be fixed by the Board prior
to the issue of any series
• None
RCI Class A Voting Shares
112,474,388
• Without par value
• Each share can be converted
into one Class B Non-Voting
share
• Each share entitled to 50
votes
RCI Class B Non-Voting Shares
1,400,000,000
• Without par value
• None
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 Rogers remains qualified to hold the licences
referred to above.
In relation to our issuances of subordinated notes in prior years (see
note 23), 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.
On April 3, 2023, we issued 23.6 million Class B Non-Voting Shares
as partial consideration for the Shaw Transaction (see note 3).
DIVIDENDS
We declared and paid the following dividends on our outstanding Class A Shares and Class B Non-Voting Shares:
Dividends paid (in millions of dollars)
Number of Class B
Non-Voting
Shares issued
(in thousands) 1
Declaration date
Record date
Payment date
Dividend per
share (dollars)
In cash
In Class B
Non-Voting
Shares
Total
January 31, 2024
March 11, 2024
April 3, 2024
0.50
183
83
266
1,552
April 23, 2024
June 10, 2024
July 5, 2024
0.50
185
81
266
1,651
July 23, 2024
September 9, 2024
October 3, 2024
0.50
181
86
267
1,633
October 23, 2024
December 9, 2024
January 3, 2025
0.50
185
84
269
1,943
February 1, 2023
March 10, 2023
April 3, 2023
0.50
252
–
252
–
April 25, 2023
June 9, 2023
July 5, 2023
0.50
264
–
264
–
July 25, 2023
September 8, 2023
October 3, 2023
0.50
191
74
265
1,454
November 8, 2023
December 8, 2023
January 2, 2024
0.50
190
75
265
1,244
1 Class B Non-Voting Shares are issued as partial settlement of our quarterly dividend payable on the payment date under the terms of our dividend reinvestment plan (DRIP).
We have a dividend reinvestment plan (DRIP) that allows eligible
holders of Class A Shares and Class B Non-Voting Shares who are
residents of Canada and the United States to acquire additional
Class B Non-Voting Shares through reinvestment of the cash
dividends paid on their respective shareholdings. During 2023, the
plan was amended to permit, at the Board’s discretion, a small
discount from the five-day volume-weighted average market price
when shares are issued from treasury under the plan. Previously, all
Class B Non-Voting Shares received by participants under the plan
were purchased in the Canadian open market with no discount.
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
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 29, 2025, 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 2, 2025, to shareholders of record on March 10,
2025.
153 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 27: 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” or “restructuring, acquisition and other”, as
applicable, 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” or “restructuring, acquisition and other”, as applicable, 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”.
Wealth+ program
Certain employees voluntarily participate in a Wealth+ program,
which allows them to exchange some or all of their annual cash
bonus and receive RSUs. We match employee deferrals up to a
certain amount. Expenses relating to the Wealth+ program are
included in “operating costs”.
ESTIMATES
Significant management estimates are used to determine the fair
value of stock options. The table below shows the weighted average
fair value of stock options granted during 2024 and 2023 and the
principal assumptions used in applying the Black-Scholes model for
granted options to determine their fair value at the grant date.
Years ended December 31
2024
2023
Weighted average fair value
$
8.08
$
12.07
Risk-free interest rate
3.4%
3.4%
Dividend yield
3.6%
3.2%
Volatility of Class B Non-Voting Shares
24.2%
23.4%
Weighted average expected life
5.4 years
5.5 years
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.
Years ended December 31
(In millions of dollars)
2024
2023
Stock options
(58)
24
Restricted share units
20
32
Deferred share units
(10)
2
Equity derivative effect, net of interest
receipt
102
7
Total stock-based compensation
expense
54
65
As at December 31, 2024, we had a total liability recognized at its
fair value of $103 million (2023 – $224 million) related to stock-
based compensation, including stock options, RSUs, and DSUs.
The current portion of this is $72 million (2023 – $177 million) and
is included in “accounts payable and accrued liabilities”. The long-
term portion of this is $31 million (2023 – $47 million) and is
included in “other long-term liabilities” (see note 24).
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, 2024 was $32 million (2023 –
$67 million).
We paid $70 million in 2024 (2023 – $75 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 $56.88 (2023 – $64.21).
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 Human Resources 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 Human Resources
Committee may adjust the vesting terms on the grant date. The
exercise price is typically 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 did not grant performance-based options in 2024 (2023 – nil).
Certain performance options granted in prior years have certain
non-market vesting conditions related to the Shaw Transaction,
including the achievement of certain preset integration-related
milestones by the second anniversary of closing the Shaw
Transaction. As at December 31, 2024, we had 2,583,435
performance
options
(2023 – 2,740,952)
outstanding.
The
outstanding options that were granted prior to 2022 vest on a
graded basis over four years provided certain targeted stock prices
are met on or after each anniversary date.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
154
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Summary of stock options
Below is a summary of the stock option plans, including performance options.
Year ended December 31, 2024
Year ended December 31, 2023
(In number of units, except prices)
Number of options
Weighted average
exercise price
Number of options
Weighted average
exercise price
Outstanding, beginning of year
10,593,645
$63.88
9,860,208
$63.58
Granted
353,105
$61.39
1,594,879
$64.86
Exercised
(153,615)
$53.04
(329,877)
$54.90
Forfeited
(1,085,288)
$64.44
(531,565)
$66.92
Outstanding, end of year
9,707,847
$63.89
10,593,645
$63.88
Exercisable, end of year
6,135,190
$63.69
4,749,678
$62.86
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, 2024.
Options outstanding
Options exercisable
Range of exercise prices
Number
outstanding
Weighted average
remaining contractual
life (years)
Weighted average
exercise price
Number
exercisable
Weighted average
exercise price
$44.97 – $44.99
75,055
0.17
$44.97
75,055
$44.97
$45.00 – $49.99
119,082
1.16
$49.95
119,082
$49.95
$55.00 – $59.99
1,446,572
5.16
$58.46
1,226,855
$58.46
$60.00 – $64.99
2,537,699
5.04
$62.29
1,691,760
$62.49
$65.00 – $69.99
4,768,804
6.79
$65.58
2,261,803
$65.65
$70.00 – $73.00
760,635
3.58
$73.00
760,635
$73.00
9,707,847
5.72
$63.89
6,135,190
$63.69
Unrecognized
stock-based
compensation
expense
as
at
December 31, 2024 related to stock option plans was $1 million
(2023 – $14 million) and will be recognized in net income within
periods of up to the next four years as the options vest.
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 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 378,296 performance-based RSUs to certain key
employees in 2024 (2023 – 719,851). The performance RSUs
granted in 2023 have certain non-market vesting conditions related
to the Shaw Transaction, including the achievement of certain
preset integration-related milestones by the second anniversary of
closing the Shaw Transaction. For performance RSUs granted prior
to 2023, the number of units that vest and will be paid three years
from the grant date will be within 0% to 100% of the initial number
granted and reinvested dividends based upon the achievement of
certain annual targets.
Summary of RSUs
Below is a summary of the RSUs outstanding, including
performance RSUs.
Years ended December 31
(In number of units)
2024
2023
Outstanding, beginning of year
2,551,728
2,402,489
Granted and reinvested dividends
1,246,949
1,518,926
Exercised
(943,096)
(856,212)
Forfeited
(407,357)
(513,475)
Outstanding, end of year
2,448,224
2,551,728
Unrecognized
stock-based
compensation
expense
as
at
December 31, 2024 related to these RSUs was $35 million
(2023 – $57 million) and will be recognized in net income over
periods of up to the next three years as the RSUs vest.
DEFERRED SHARE UNITS
The DSU plan allows directors, certain key executives, and other
senior management to elect to receive certain types of
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.
Performance DSUs
We granted 6,157 performance-based DSUs to certain key
executives in 2024 (2023 – 6,190) through reinvested dividends. All
performance-based DSUs currently outstanding are fully vested.
155 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Summary of DSUs
Below is a summary of the DSUs outstanding, including
performance DSUs.
Years ended December 31
(In number of units)
2024
2023
Outstanding, beginning of year
956,410
1,139,884
Granted and reinvested dividends
231,590
80,510
Exercised
(279,098)
(259,441)
Forfeited
(224)
(4,543)
Outstanding, end of year
908,678
956,410
Unrecognized stock-based compensation expense related to
granted DSUs as at December 31, 2024 was $5 million (2023 – nil)
and will be recognized in net income over the next three years as
the executive DSUs vest.
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 bi-weekly
basis on the open market on behalf of the employee. On a
bi-weekly basis, we make a contribution of 25% to 50% of the
employee’s contribution that period and the plan administrator
uses this amount to purchase additional shares on behalf of the
employee.
We
recognize
our
contributions
made
as
a
compensation expense.
Compensation
expense
related
to
the
employee
share
accumulation plan was $61 million in 2024 (2023 – $57 million).
EQUITY DERIVATIVES
We have entered into equity derivatives to hedge a portion of our
stock-based compensation expense (see note 19) and recognized
a $102 million expense (2023 – $7 million expense) in stock-based
compensation expense for these derivatives.
NOTE 28: 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,
some 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 2024 and 2023.
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.
Compensation
Compensation expense for key management personnel included
in “employee salaries, benefits, and stock-based compensation”
and “restructuring, acquisition and other” was as follows:
Years ended December 31
(In millions of dollars)
2024
2023
Salaries and other short-term
employee benefits
20
23
Post-employment benefits
2
2
Stock-based compensation 1
34
26
Total compensation
56
51
1 Stock-based compensation does not include the effect of changes in fair value of
Class B Non-Voting Shares or equity derivatives.
In addition to the amounts included in “post-employment benefits”
in the table above, we assumed a liability of $102 million through
the Shaw Transaction related to a legacy pension arrangement with
one of our directors whereby the director will be paid $1 million
per month until March 2035, $12 million of which was paid in 2024
(2023 – $8 million). The remaining liability of $91 million is included
in “accounts payable and accrued liabilities” (for the amount to be
paid within the next year) or “other long-term liabilities”.
Transactions
We have entered into business transactions with Dream Unlimited
Corp. (Dream), which is controlled by our Director Michael J.
Cooper. Dream is a real estate company that rents spaces in office
and residential buildings. Total amounts paid to this related party
were nominal for each of 2024 and 2023.
On closing of the Shaw Transaction, we entered into an advisory
agreement with Brad Shaw in accordance with the arrangement
agreement, pursuant to which he will be paid $20 million for a
two-year period following closing in exchange for performing
certain services related to the transition and integration of Shaw, of
which $10 million was recognized in net income and paid during
the year ended December 31, 2024 (2023 – $8 million). This
amount is included in “Salaries and other short-term employee
benefits” in the table above. We have also entered into certain
other transactions with the Shaw Family Group. Total amounts paid
to the Shaw Family Group in 2024 and 2023 were under $1 million.
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.
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
156
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SUBSIDIARIES, ASSOCIATES, AND JOINT
ARRANGEMENTS
Our material operating subsidiaries, along with our relative
ownership percentages, as at December 31, 2024 and 2023 were
as follows. Each is incorporated in Canada and has the same
reporting period for annual financial statement reporting.
Subsidiary
Jurisdiction of
Incorporation
Ownership Percentage
2024
2023
Rogers Communications
Canada Inc.
Canada
100%
100%
Rogers Media Inc.
Canada
100%
100%
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 us as cash dividends or to repay
loans or advances, subject to the approval of other shareholders
where applicable.
Associates and joint arrangements
We carried out the following business transactions with our
associates and joint arrangements, being primarily MLSE
(broadcasting rights) and Glentel (Wireless distribution support).
Years ended December 31
(In millions of dollars)
2024
2023
Revenue
45
36
Purchases
231
203
Outstanding balances at year-end are unsecured, interest-free, and
settled in cash.
As at December 31
(In millions of dollars)
2024
2023
Accounts receivable
101
97
Accounts payable and accrued liabilities
163
113
NOTE 29: GUARANTEES
We had the following guarantees as at December 31, 2024 and
2023 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, 2024 or 2023. Historically, we have
not made any significant payments under these indemnifications or
guarantees.
NOTE 30: 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
therefore make significant judgments in determining the
probability of loss when we assess contingent liabilities.
157 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, 2024.
(In millions of dollars)
Less than 1
Year
1-3 Years
4-5 Years
After 5 Years
Total
Player contracts 1
190
206
109
–
505
Purchase obligations 2
635
781
494
924
2,834
Program rights 3
856
921
586
1,082
3,445
Total commitments
1,681
1,908
1,189
2,006
6,784
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 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.
As at December 31
(In millions of dollars)
2024
Acquisition of property, plant and
equipment
611
Our share of commitments related to
associates and joint ventures
432
Total other commitments
1,043
We also have a commitment to acquire Bell’s indirect 37.5%
ownership stake in MLSE for a purchase price of $4.7 billion subject
to certain adjustments (see note 20).
CONTINGENT LIABILITIES
We have the following contingent liabilities as at December 31,
2024:
July 2022 network outage
As a result of the network outage that occurred on July 8, 2022, a
total of four applications were filed in the Quebec Superior Court
seeking authorization to commence a class action against Rogers in
relation to this network outage. One of the applications was
subsequently withdrawn. Two additional applications have since
been suspended. The remaining application seeks to institute a
class action on behalf of all persons who, among other things,
experienced a wireless or wireline service interruption as a result of,
or were otherwise impacted by, the outage. The application claims
various damages, including, among others, contractual damages,
damages for lost profits, and punitive damages.
At this time, we are unable to assess the likelihood of success of the
active application or the suspended applications, or predict the
magnitude of any liability we might incur by virtue of the claims
underlying those applications or any corresponding or similar
claims that may be brought against us in the future. As such, we
have not recognized a liability for this contingency. If successful,
one of those claims could have a material adverse effect on our
business, financial results, or financial condition. It is also possible
that similar or corresponding claims could be filed in other
jurisdictions.
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.
Income taxes
We provide for income taxes based on all of the information that is
currently available and believe that we have adequately provided
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
158
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
for these items. The calculation of applicable taxes in many cases,
however, requires significant judgment (see note 14) 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
In addition to the legal proceedings described above, we are
involved in various other disputes, governmental and/or regulatory
inspections, investigations and proceedings, and other litigation
matters. Such legal proceedings can be complex, costly, and highly
disruptive to our business operations by diverting the attention and
energy of management and other key personnel. It is not possible
for us to predict the outcome of such legal proceedings due to the
various factors and uncertainties involved in the legal process.
Potential outcomes include judgment, awards, settlements, or
orders that could have a material adverse effect on our business,
reputation, financial condition and results. Legal proceedings could
impose restraints on our current or future manner of doing
business. The amounts ultimately paid or received upon settlement
or pursuant to a final judgment, order, or decree may differ
materially from amounts accrued in our financial statements.
Based on information currently known to us, we believe it is not
probable that the ultimate resolution of any of the current legal
proceedings to which we are subject, individually or in total, will
have a material adverse impact 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 31: SUPPLEMENTAL CASH FLOW INFORMATION
CHANGE IN NET OPERATING ASSETS AND LIABILITIES
Years ended December 31
(In millions of dollars)
2024
2023
Accounts receivable, excluding
financing receivables
(396)
(362)
Financing receivables
(318)
(367)
Contract assets
7
(44)
Inventories
(185)
(4)
Other current assets
146
1
Accounts payable and accrued
liabilities
(209)
11
Contract and other liabilities
79
138
Total change in net operating assets
and liabilities
(876)
(627)
CAPITAL EXPENDITURES
Years ended December 31
(In millions of dollars)
2024
2023
Capital expenditures before
proceeds on disposition
4,100
4,042
Proceeds on disposition
(59)
(108)
Capital expenditures
4,041
3,934
ACQUISITIONS AND OTHER STRATEGIC
TRANSACTIONS
Years ended December 31
(In millions of dollars)
Note
2024
2023
Net cash consideration for
Shaw Transaction 1
3
–
(16,903)
Net cash consideration for
other acquisitions
3
–
(141)
Cash received on sale of
Cogeco shares
20
–
829
Cash consideration for 3800
MHz spectrum acquisition
(475)
–
Acquisitions and other strategic
transactions, net of cash
acquired
(475)
(16,215)
1 Includes $19,033 million cash paid for the Shaw Shares net of $25 million of bank
advances on Shaw’s opening balance sheet and $2,155 million received from the
sale of outstanding shares of Freedom Mobile and the related services described in
note 3.
159 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
NOTES
Notes
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
160
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 fifth generation
in mobile phone technology, which over time, will
deliver faster speeds, instant response times, and
fast connections, fundamentally changing how we
live and work. 5G will be capable of peak data
rates up to 100 times faster than 4G LTE, all while
supporting up to 10 million connections per
square kilometre – 10 times the capacity of 4G LTE.
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.
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 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.
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 to
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.
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.
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.
High-Split Technology: A method of splitting
bandwidth that further increases the frequencies
allocated to upstream data compared to mid-split,
while also expanding the overall spectrum,
significantly improving both upload and download
performance.
Homes Passed: Total number of homes that have
the potential for being connected to a cable product
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.
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.
161 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
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.
Low-Split Technology: A method of splitting
bandwidth that allocates the lowest number of
frequencies to upstream (upload) data while
maintaining the majority of the spectrum for
downstream traffic.
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.
Mid-Split Technology: A method of splitting
bandwidth that increases the number of frequencies
dedicated to upstream data compared to low-split,
while also expanding the total spectrum available,
thereby enhancing both upload and download
capacity.
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.
Near-net: Customer location(s) adjacent to network
infrastructure allowing connectivity to the premises
to be extended with relative ease.
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.
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 for future playback.
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 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.
Wi-Fi: The commercial name for a networking
technology standard for wireless LANs that
essentially provide the same connectivity as wired
networks, but 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 of 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
For a more comprehensive glossary
of industry and technology terms,
go to rogers.com/glossary
2024 ANNUAL REPORT ROGERS COMMUNICATIONS INC. |
162
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, at:
TSX Trust Company
301 – 100 Adelaide Street West
Toronto, ON M5H 4H1, Canada
416.682.3860 or 800.387.0825
shareholderinquiries@tmx.com
Duplicate Mailings
If you receive duplicate shareholder mailings from
Rogers, 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
844.801.4792 (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 on Rogers’ public debt securities, 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
Price RCI.B on TSX
Dividends
Declared
per Share
2024
High
Low Close
First Quarter
$64.71 $55.44 $55.50
$0.50
Second Quarter $55.62 $50.00 $50.60
$0.50
Third Quarter
$56.55 $48.67 $54.38
$0.50
Fourth Quarter
$54.45 $43.13 $44.19
$0.50
Shares Outstanding at December 31,
2024
Class A Voting
111,152,011
Class B Non-Voting
424,949,191
2025 Expected Dividend Dates
Record Date:
Payment Date:
March 10, 2025
April 2, 2025
June 9, 2025*
July 3, 2025*
September 8, 2025*
October 3, 2025*
December 8, 2025*
January 2, 2026*
* Subject to Board approval
Unless indicated otherwise, all dividends paid by
Rogers 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 acquire Class B
Non-Voting 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://services.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.
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Trademarks in this report are owned or used under license by Rogers Communications Inc. or an affiliate. This report also includes trademarks of other parties. The
trademarks referred to in this report may be listed without the ™ symbols. © 2025 Rogers Communications
163 | ROGERS COMMUNICATIONS INC. 2024 ANNUAL REPORT
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