6-K
Rogers Communications Inc (RCI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________
FORM 6-K
________________________________________________
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
________________________________________________
For the month of April, 2025
Commission File Number 001-10805
________________________________________________
ROGERS COMMUNICATIONS INC.
(Translation of registrant’s name into English)
________________________________________________
333 Bloor Street East
10th Floor
Toronto, Ontario M4W 1G9
Canada
(Address of principal executive offices)
________________________________________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F o Form 40-F þ
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ROGERS COMMUNICATIONS INC. | |
|---|---|
| By: | /s/ Glenn Brandt |
| Name: Glenn Brandt | |
| Title: Chief Financial Officer |
Date: April 23, 2025
Exhibit Index
| Exhibit Number | Description of Document |
|---|---|
| 99.1 | Management's Discussion and Analysis of Rogers Communications Inc. for the first quarter ended March 31, 2025 |
| 99.2 | Interim Condensed Consolidated Financial Statements of Rogers Communications Inc. for the first quarter ended March 31, 2025 |
| 99.3 | Earnings Release of Rogers Communications Inc. for the first quarter ended March 31, 2025 |
Document
| MANAGEMENT'S DISCUSSION AND ANALYSIS | Exhibit 99.1 |
|---|
This Management's Discussion and Analysis (MD&A) contains important information about our business and our performance for the three months ended March 31, 2025, as well as forward-looking information (see "About Forward-Looking Information") about future periods. This MD&A should be read in conjunction with our First Quarter 2025 Interim Condensed Consolidated Financial Statements (First Quarter 2025 Interim Financial Statements) and notes thereto, which have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB); our 2024 Annual MD&A; our 2024 Annual Audited Consolidated Financial Statements and notes thereto, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB; and our other recent filings with Canadian and US securities regulatory authorities, including our Annual Information Form, which are available on SEDAR+ at sedarplus.ca or EDGAR at sec.gov, respectively.
For more information about Rogers, including product and service offerings, competitive market and industry trends, our overarching strategy, key performance drivers, and objectives, see "Understanding Our Business", "Corporate Overview", and "Delivering on our Priorities" in our 2024 Annual MD&A.
References in this MD&A to the MLSE Transaction are to our proposed acquisition of BCE Inc.'s (Bell) indirect 37.5% ownership stake of Maple Leaf Sports and Entertainment Inc. (MLSE). For additional details regarding the MLSE Transaction, see "MLSE Transaction" in our 2024 Annual MD&A and note 20 to our 2024 Annual Audited Consolidated Financial Statements. 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 our 2023 Annual Audited Consolidated Financial Statements.
We, us, our, Rogers, Rogers Communications, and the Company refer to Rogers Communications Inc. and its subsidiaries. RCI refers to the legal entity Rogers Communications Inc., not including its subsidiaries. Rogers also holds interests in various investments and ventures.
All dollar amounts in this MD&A are in Canadian dollars unless otherwise stated and are unaudited. All percentage changes are calculated using the rounded numbers as they appear in the tables. This MD&A is current as at April 22, 2025 and was approved by RCI's Board of Directors (the Board) on that date.
We are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI).
In this MD&A, this quarter, the quarter, or first quarter refer to the three months ended March 31, 2025, unless the context indicates otherwise. All results commentary is compared to the equivalent period in 2024 or as at December 31, 2024, as applicable, unless otherwise indicated.
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
Reportable segments
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, businesses, the public sector, and wholesale providers. |
| 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. |
Wireless and Cable are operated by our wholly owned subsidiary, Rogers Communications Canada Inc. (RCCI), and certain other wholly owned subsidiaries. Media is operated by our wholly owned subsidiary, Rogers Media Inc., and its subsidiaries.
| Rogers Communications Inc. | 1 | First Quarter 2025 |
|---|
Where to find it
| 2 | Strategic Highlights | 24 | Commitments and Contractual Obligations |
|---|---|---|---|
| 3 | Quarterly Financial Highlights | 24 | Regulatory Developments |
| 4 | Summary of Consolidated Financial Results | 25 | Updates to Risks and Uncertainties |
| 5 | Results of our Reportable Segments | 25 | Material Accounting Policies and Estimates |
| 10 | Review of Consolidated Performance | 26 | Key Performance Indicators |
| 13 | Managing our Liquidity and Financial Resources | 26 | Non-GAAPand Other FinancialMeasures |
| 18 | Overview of Financial Position | 29 | Other Information |
| 19 | Financial Condition | 31 | About Forward-Looking Information |
| 21 | Financial Risk Management |
Strategic Highlights
The five objectives set out below guide our work and decision-making as we further improve our operational execution and make well-timed investments to grow our core businesses and deliver increased shareholder value. Below are some highlights for the quarter.
Build the biggest and best networks in the country
•Awarded Canada’s most reliable wireless network by Opensignal in February 2025.
•Recognized as Canada's most reliable Internet by Opensignal in March 2025.
•Launched the first commercial deployment in Canada of Ericsson 5G Cloud RAN technology.
Deliver easy to use, reliable products and services
•Launched Rogers Xfinity Storm-Ready WiFi nationally, Canada's first home Internet backup solution.
•Launched Rogers Xfinity App TV, an app-only bundle that brings together live and on-demand TV and streaming services.
•Launched popular HGTV, Food Network, Magnolia, Discovery, and Discovery ID channels.
Be the first choice for Canadians
•Renewed our agreement with the National Hockey League (NHL) for the national media rights to NHL games on all platforms in Canada through the 2037-38 season.
•Broadcast the 4 Nations Face-Off championship game, the second most-watched hockey game ever on Sportsnet.
•Broadcast Canada’s #1 Canadian original drama, Citytv's Law & Order Toronto: Criminal Intent, for the second year in a row.
Be a strong national company investing in Canada
•Invested $978 million in capital expenditures, the majority of which was in our networks.
•Signed a three-year agreement with the Toronto International Film Festival to be the Presenting Partner of the Festival.
•Expanded access to hockey for newcomers and underprivileged youth.
Be the growth leader in our industry
•Grew total service revenue and adjusted EBITDA by 2%.
•Reported industry-leading margins in our Wireless and Cable operations.
•Generated substantial free cash flow1 of $586 million and cash flow from operating activities of $1,296 million.
Subsidiary Equity Investment
On April 4, 2025, we announced we had entered into a definitive agreement with funds managed by Blackstone, backed by leading Canadian institutional investors, for a US$4.85 billion (approximately $7 billion) equity investment (the "network transaction"). Under the terms of the network transaction, Blackstone will acquire a non-controlling interest in a new Canadian subsidiary of Rogers that will own a minor part of our wireless network. We will maintain full operational control of our network and we will include the financial results of the subsidiary in our consolidated financial statements. We intend to use the net proceeds from the network transaction to repay debt.
Following the closing of the network transaction, Blackstone will hold a 49.9% equity interest (with a 20% voting interest) in the subsidiary and we will hold a 50.1% equity interest (with an 80% voting interest) in the subsidiary. Provided our debt leverage ratio is not greater than 3.25x, at any time between the eighth and twelfth anniversaries of closing, we will have the right to purchase Blackstone's interest in the subsidiary. The Blackstone investment will be reported as equity in our consolidated financial statements.
1 Free cash flow is a capital management measure. See "Non-GAAP and Other Financial Measures" for more information about this measure. This is not a standardized financial measure under IFRS and might not be comparable to similar financial measures disclosed by other companies.
| Rogers Communications Inc. | 2 | First Quarter 2025 |
|---|
During the first five years of Blackstone's investment, the subsidiary will have a distribution policy to make quarterly pro rata cash distributions to Blackstone and Rogers of available cash in an amount that is intended to provide Blackstone with a 7% annual return on its US dollar investment.
The network transaction is expected to close shortly after all closing conditions are waived or satisfied. Please see our material change report filed on sedarplus.ca on April 4, 2025 for more information. In connection with the network transaction, we received the requisite consent from the holders of our outstanding senior notes for certain proposed clarifying amendments to the indentures governing those securities, and will pay an aggregate of approximately $30 million to the consenting holders for their consents concurrently with closing the network transaction plus approximately $19 million of other directly attributable transaction costs.
Quarterly Financial Highlights
Revenue
Total revenue and total service revenue each increased by 2% this quarter, driven by service revenue growth in our Wireless and Media businesses.
Wireless service revenue increased by 2% this quarter, primarily as a result of continued growth in our subscriber base. Wireless equipment revenue decreased by 3%, primarily as a result of lower device sales to new and existing subscribers.
Cable revenue decreased by 1% this quarter as a result of continued competitive promotional activity and declines in our Home Phone, Video, and Satellite subscriber bases.
Media revenue increased by 24% this quarter, primarily as a result of higher sports-related revenue, including at the Toronto Blue Jays, and higher subscriber and advertising revenue related to the launch of Warner Bros. Discovery’s suite of channels and content.
Adjusted EBITDA and margins
Consolidated adjusted EBITDA increased 2% this quarter, and our adjusted EBITDA margin increased by 10 basis points, primarily as a result of ongoing productivity and cost efficiencies.
Wireless adjusted EBITDA increased by 2%, primarily due to the flow-through impact of higher revenue as discussed above. This gave rise to an adjusted EBITDA margin of 65%, up 40 basis points.
Cable adjusted EBITDA increased by 1% due to ongoing cost efficiencies. This gave rise to an adjusted EBITDA margin of 57%, up 110 basis points.
Media adjusted EBITDA increased by $36 million this quarter, primarily due to higher revenue as discussed above.
Net income and adjusted net income
Net income and adjusted net income increased by 9% and 1%, respectively, this quarter, primarily as a result of higher adjusted EBITDA.
Cash flow and available liquidity
This quarter, we generated cash provided by operating activities of $1,296 million (2024 - $1,180 million), which increased as a result of higher adjusted EBITDA and a lower net investment in net operating assets and liabilities partially offset by higher income taxes paid, and free cash flow of $586 million (2024 - $586 million), which was in line with last year.
As at March 31, 2025, we had $7.5 billion of available liquidity2 (December 31, 2024 - $4.8 billion), primarily including $2.7 billion in cash and cash equivalents and $4.0 billion available under our bank and other credit facilities.
Our debt leverage ratio2 as at March 31, 2025 was 4.3 (December 31, 2024 - 4.5). Had the network transaction closed on March 31, 2025, our debt leverage ratio as at March 31, 2025 would have been 3.6. See "Financial Condition" for more information.
We also returned $269 million in dividends to shareholders this quarter and we declared a $0.50 per share dividend on January 29, 2025.
2 Available liquidity and debt leverage ratio are capital management measures. See "Non-GAAP and Other Financial Measures" for more information about these measures. These are not standardized financial measures under IFRS and might not be comparable to similar financial measures disclosed by other companies. See "Financial Condition" for a reconciliation of available liquidity.
| Rogers Communications Inc. | 3 | First Quarter 2025 |
|---|
Summary of Consolidated Financial Results
| Three months ended March 31 | ||||
|---|---|---|---|---|
| (In millions of dollars, except margins and per share amounts) | 2025 | 2024 | % Chg | |
| Revenue | ||||
| Wireless | 2,544 | 2,528 | 1 | |
| Cable | 1,935 | 1,959 | (1) | |
| Media | 596 | 479 | 24 | |
| Corporate items and intercompany eliminations | (99) | (65) | 52 | |
| Revenue | 4,976 | 4,901 | 2 | |
| Total service revenue 1 | 4,447 | 4,357 | 2 | |
| Adjusted EBITDA | ||||
| Wireless | 1,311 | 1,284 | 2 | |
| Cable | 1,108 | 1,100 | 1 | |
| Media | (67) | (103) | (35) | |
| Corporate items and intercompany eliminations | (98) | (67) | 46 | |
| Adjusted EBITDA 2 | 2,254 | 2,214 | 2 | |
| Adjusted EBITDA margin 2 | 45.3 | 45.2 | 0.1 | pts |
| Net income | 280 | 256 | 9 | |
| Basic earnings per share | 0.52 | 0.48 | 8 | |
| Diluted earnings per share | 0.50 | 0.46 | 9 | |
| Adjusted net income 2 | 543 | 540 | 1 | |
| Adjusted basic earnings per share 2 | 1.01 | 1.02 | (1) | |
| Adjusted diluted earnings per share 2 | 0.99 | 0.99 | — | |
| Capital expenditures | 978 | 1,058 | (8) | |
| Cash provided by operating activities | 1,296 | 1,180 | 10 | |
| Free cash flow | 586 | 586 | — |
All values are in US Dollars.
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 and adjusted diluted earnings per share are non-GAAP ratios. Adjusted net income is a non-GAAP financial measure and is a component of adjusted basic and adjusted diluted earnings per share. These are not standardized financial measures under IFRS and might not be comparable to similar financial measures disclosed by other companies. See "Non-GAAP and Other Financial Measures" for more information about these measures.
| Rogers Communications Inc. | 4 | First Quarter 2025 |
|---|
Results of our Reportable Segments
WIRELESS
Wireless Financial Results
| Three months ended March 31 | ||||||
|---|---|---|---|---|---|---|
| (In millions of dollars, except margins) | 2025 | 2024 | % Chg | |||
| Revenue | ||||||
| Service revenue from external customers | 2,003 | 1,986 | 1 | |||
| Service revenue from internal customers | 23 | 10 | 130 | |||
| Service revenue | 2,026 | 1,996 | 2 | |||
| Equipment revenue from external customers | 518 | 532 | (3) | |||
| Revenue | 2,544 | 2,528 | 1 | |||
| Operating costs | ||||||
| Cost of equipment | 508 | 539 | (6) | |||
| Other operating costs | 725 | 705 | 3 | |||
| Operating costs | 1,233 | 1,244 | (1) | |||
| Adjusted EBITDA | 1,311 | 1,284 | 2 | |||
| Adjusted EBITDA margin 1 | 64.7 | % | 64.3 | % | 0.4 | pts |
| Capital expenditures | 407 | 404 | 1 |
1 Calculated using service revenue.
Wireless Subscriber Results 1
| Three months ended March 31 | |||
|---|---|---|---|
| (In thousands, except churn and mobile phone ARPU) | 2025 | 2024 | Chg |
| Postpaid mobile phone | |||
| Gross additions | 337 | 443 | (106) |
| Net additions | 11 | 98 | (87) |
| Total postpaid mobile phone subscribers2 | 10,779 | 10,486 | 293 |
| Churn (monthly) | 1.01 | 1.10 | (0.09 |
| Prepaid mobile phone | |||
| Gross additions | 132 | 84 | 48 |
| Net additions (losses) | 23 | (37) | 60 |
| Total prepaid mobile phone subscribers2 | 1,129 | 1,018 | 111 |
| Churn (monthly) | 3.34 | 3.90 | (0.56 |
| Mobile phone ARPU (monthly) 3 | 56.94 | 58.06 | (1.12) |
All values are in US Dollars.
1 Subscriber counts and subscriber churn are key performance indicators. See "Key Performance Indicators".
2 As at end of period.
3 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.
Service revenue
The 2% increase in service revenue this quarter was primarily a result of continued growth in our subscriber base, partially offset by the impact of our evolving mobile phone plans that increasingly bundle more services in the monthly service fee.
The decrease in mobile phone ARPU this quarter was a result of ongoing competitive intensity in a slowing market.
The decrease in gross and net additions this quarter 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.
| Rogers Communications Inc. | 5 | First Quarter 2025 |
|---|
Equipment revenue
The 3% decrease in equipment revenue this quarter was primarily a result of:
•fewer device upgrades by existing customers; and
•a decrease in new subscribers purchasing devices due to lower gross additions; partially offset by
•a continued shift in the product mix towards higher-value devices.
Operating costs
Cost of equipment
The 6% decrease in the cost of equipment this quarter was a result of the equipment revenue changes discussed above.
Other operating costs
The 3% increase in other operating costs this quarter was a result of:
•higher service costs; and
•higher costs associated with marketing and advertising initiatives.
Adjusted EBITDA
The 2% increase in adjusted EBITDA this quarter was a result of the revenue and expense changes discussed above.
| Rogers Communications Inc. | 6 | First Quarter 2025 |
|---|
CABLE
Cable Financial Results
| Three months ended March 31 | ||||||
|---|---|---|---|---|---|---|
| (In millions of dollars, except margins) | 2025 | 2024 | % Chg | |||
| Revenue | ||||||
| Service revenue from external customers | 1,907 | 1,935 | (1) | |||
| Service revenue from internal customers | 17 | 12 | 42 | |||
| Service revenue | 1,924 | 1,947 | (1) | |||
| Equipment revenue from external customers | 11 | 12 | (8) | |||
| Revenue | 1,935 | 1,959 | (1) | |||
| Operating costs | 827 | 859 | (4) | |||
| Adjusted EBITDA | 1,108 | 1,100 | 1 | |||
| Adjusted EBITDA margin | 57.3 | % | 56.2 | % | 1.1 | pts |
| Capital expenditures | 446 | 480 | (7) |
Cable Subscriber Results 1
| Three months ended March 31 | |||
|---|---|---|---|
| (In thousands, except ARPA and penetration) | 2025 | 2024 | Chg |
| Homes passed 2 | 10,270 | 9,992 | 278 |
| Customer relationships | |||
| Net additions | 4 | 7 | (3) |
| Total customer relationships 2 | 4,687 | 4,643 | 44 |
| ARPA (monthly) 3 | 136.97 | 140.10 | (3.13) |
| Penetration 2 | 45.6 | 46.5 | (0.9 |
| Retail Internet | |||
| Net additions | 23 | 26 | (3) |
| Total retail Internet subscribers 2 | 4,296 | 4,188 | 108 |
| Video | |||
| Net losses | (32) | (27) | (5) |
| Total Video subscribers 2 | 2,585 | 2,724 | (139) |
| Home Monitoring | |||
| Net additions (losses) | 5 | (1) | 6 |
| Total Home Monitoring subscribers 2 | 138 | 88 | 50 |
| Home Phone | |||
| Net losses | (26) | (35) | 9 |
| Total Home Phone subscribers 2 | 1,481 | 1,594 | (113) |
All values are in US Dollars.
1 Subscriber results are key performance indicators. See "Key Performance Indicators".
2 As at end of period.
3 ARPA is a supplementary financial measure. See "Non-GAAP and Other Financial Measures" for an explanation as to the composition of this measure.
Service revenue
The 1% decrease in service revenue and lower ARPA this quarter were a result of:
•continued competitive promotional activity; and
•declines in our Home Phone, Video, and Satellite subscriber bases.
Operating costs
The 4% decrease in operating costs this quarter was a result of ongoing cost efficiency initiatives, partially offset by increased costs associated with marketing and advertising activities.
Adjusted EBITDA
The 1% increase in adjusted EBITDA this quarter was a result of the service revenue and expense changes discussed above.
| Rogers Communications Inc. | 7 | First Quarter 2025 |
|---|
MEDIA
Media Financial Results
| Three months ended March 31 | ||||||
|---|---|---|---|---|---|---|
| (In millions of dollars, except margins) | 2025 | 2024 | % Chg | |||
| Revenue from external customers | 517 | 415 | 25 | |||
| Revenue from internal customers | 79 | 64 | 23 | |||
| Revenue | 596 | 479 | 24 | |||
| Operating costs | 663 | 582 | 14 | |||
| Adjusted EBITDA | (67) | (103) | (35) | |||
| Adjusted EBITDA margin | (11.2) | % | (21.5) | % | 10.3 | pts |
| Capital expenditures | 36 | 120 | (70) |
Revenue
The 24% increase in revenue this quarter was a result of:
•higher sports-related revenue, including at the Toronto Blue Jays; and
•higher subscriber and advertising revenue due to the launch of Warner Bros. Discovery's suite of channels and content.
Operating costs
The 14% increase in operating costs this quarter was a result of:
•higher programming and production costs, including those related to the launch of Warner Bros. Discovery's suite of channels and content; and
•higher player salaries at the Toronto Blue Jays.
Adjusted EBITDA
The increase in adjusted EBITDA this quarter was a result of the revenue and expense changes discussed above.
| Rogers Communications Inc. | 8 | First Quarter 2025 |
|---|
CAPITAL EXPENDITURES
| Three months ended March 31 | ||||||
|---|---|---|---|---|---|---|
| (In millions of dollars, except capital intensity) | 2025 | 2024 | % Chg | |||
| Wireless | 407 | 404 | 1 | |||
| Cable | 446 | 480 | (7) | |||
| Media | 36 | 120 | (70) | |||
| Corporate | 89 | 54 | 65 | |||
| Capital expenditures 1 | 978 | 1,058 | (8) | |||
| Capital intensity 2 | 19.7 | % | 21.6 | % | (1.9 | pts) |
1 Includes additions to property, plant and equipment net of proceeds on disposition, 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. We continue to expand the reach and capacity of our 5G network (the largest 5G network in Canada as at March 31, 2025) 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
Capital expenditures in Wireless this quarter were in line with last year as we continued to make investments in our network development and 5G deployment to expand our wireless network. The ongoing deployment of 3500 MHz spectrum and the commencement of 3800 MHz spectrum deployment continue to augment the capacity and resilience of our earlier 5G deployments in the 600 MHz spectrum band.
Cable
The decrease in capital expenditures in Cable this quarter was a result of prioritizing our capital investments and striving to recognize capital efficiencies. Capital expenditures reflect continued investments in our infrastructure, including additional fibre deployments to increase our FTTH distribution. These investments incorporate the latest technologies to help deliver more bandwidth and an enhanced customer experience as we progress in our connected home roadmap, including service footprint expansion and upgrades to our DOCSIS 3.1 platform to evolve to DOCSIS 4.0, offering increased network resilience, stability, and faster download speeds over time.
Media
The decrease in capital expenditures in Media this quarter was primarily a result of lower Toronto Blue Jays stadium infrastructure expenditures associated with the Rogers Centre modernization project that was substantially completed in the prior year, partially offset by higher IT and digital infrastructure expenditures.
Capital intensity
Capital intensity decreased this quarter as a result of the revenue and capital expenditure changes discussed above.
| Rogers Communications Inc. | 9 | First Quarter 2025 |
|---|
Review of Consolidated Performance
This section discusses our consolidated net income and other income and expenses that do not form part of the segment discussions above.
| Three months ended March 31 | |||
|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | % Chg |
| Adjusted EBITDA | 2,254 | 2,214 | 2 |
| Deduct (add): | |||
| Depreciation and amortization | 1,166 | 1,149 | 1 |
| Restructuring, acquisition and other | 127 | 142 | (11) |
| Finance costs | 579 | 580 | — |
| Other expense | 2 | 8 | (75) |
| Income tax expense | 100 | 79 | 27 |
| Net income | 280 | 256 | 9 |
Depreciation and amortization
| Three months ended March 31 | |||
|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | % Chg |
| Depreciation of property, plant and equipment | 931 | 906 | 3 |
| Depreciation of right-of-use assets | 98 | 110 | (11) |
| Amortization | 137 | 133 | 3 |
| Total depreciation and amortization | 1,166 | 1,149 | 1 |
Restructuring, acquisition and other
| Three months ended March 31 | ||
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Restructuring, acquisition and other excluding Shaw Transaction-related costs | 90 | 112 |
| Shaw Transaction-related costs | 37 | 30 |
| Total restructuring, acquisition and other | 127 | 142 |
The restructuring, acquisition and other costs excluding Shaw Transaction-related costs in the first quarters of 2024 and 2025 include severance and other departure-related costs associated with the targeted restructuring of our employee base and costs related to real estate rationalization programs. In 2025, these costs also include costs related to the network transaction.
The Shaw Transaction-related costs in 2024 and 2025 consisted of incremental costs supporting integration activities related to the Shaw Transaction.
| Rogers Communications Inc. | 10 | First Quarter 2025 |
|---|
Finance costs
| Three months ended March 31 | |||
|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | % Chg |
| Interest on borrowings, net 1 | 511 | 508 | 1 |
| Interest on lease liabilities | 36 | 35 | 3 |
| Interest on post-employment benefits | (2) | (2) | — |
| (Gain) loss on foreign exchange | (11) | 109 | n/m |
| Change in fair value of derivative instruments | 13 | (98) | n/m |
| Capitalized interest | (9) | (12) | (25) |
| Deferred transaction costs and other | 41 | 40 | 2 |
| Total finance costs | 579 | 580 | — |
n/m – not meaningful
1 Interest on borrowings, net includes interest on short-term borrowings and on long-term debt.
Income tax expense
| Three months ended March 31 | ||||
|---|---|---|---|---|
| (In millions of dollars, except tax rates) | 2025 | 2024 | ||
| Statutory income tax rate | 26.2 | % | 26.2 | % |
| Income before income tax expense | 380 | 335 | ||
| Computed income tax expense | 100 | 88 | ||
| Increase (decrease) in income tax expense resulting from: | ||||
| Non-taxable stock-based compensation | (2) | (6) | ||
| Other items | 2 | (3) | ||
| Total income tax expense | 100 | 79 | ||
| Effective income tax rate | 26.3 | % | 23.6 | % |
| Cash income taxes paid | 188 | 74 |
Cash income taxes paid increased this quarter due to higher profit and timing of installments.
Net income
| Three months ended March 31 | |||
|---|---|---|---|
| (In millions of dollars, except per share amounts) | 2025 | 2024 | % Chg |
| Net income | 280 | 256 | 9 |
| Basic earnings per share | $0.52 | $0.48 | 8 |
| Diluted earnings per share | $0.50 | $0.46 | 9 |
| Rogers Communications Inc. | 11 | First Quarter 2025 | |
| --- | --- | --- |
Adjusted net income
We calculate adjusted net income from adjusted EBITDA as follows:
| Three months ended March 31 | |||
|---|---|---|---|
| (In millions of dollars, except per share amounts) | 2025 | 2024 | % Chg |
| Adjusted EBITDA | 2,254 | 2,214 | 2 |
| Deduct: | |||
| Depreciation and amortization 1 | 937 | 907 | 3 |
| Finance costs | 579 | 580 | — |
| Other expense | 2 | 8 | (75) |
| Income tax expense 2 | 193 | 179 | 8 |
| Adjusted net income 1 | 543 | 540 | 1 |
| Adjusted basic earnings per share | $1.01 | $1.02 | (1) |
| Adjusted diluted earnings per share | $0.99 | $0.99 | — |
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 for the three months ended March 31, 2025 of $229 million (2024 - $242 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 Income tax expense excludes recoveries of $93 million (2024 - recoveries of $100 million) for the three months ended March 31, 2025 related to the income tax impact for adjusted items.
| Rogers Communications Inc. | 12 | First Quarter 2025 |
|---|
Managing our Liquidity and Financial Resources
Operating, investing, and financing activities
| Three months ended March 31 | ||
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Cash provided by operating activities before changes in net operating assets and liabilities, income taxes paid, and interest paid | 2,162 | 2,098 |
| Change in net operating assets and liabilities | (83) | (289) |
| Income taxes paid | (188) | (74) |
| Interest paid, net | (595) | (555) |
| Cash provided by operating activities | 1,296 | 1,180 |
| Investing activities: | ||
| Capital expenditures | (978) | (1,058) |
| Additions to program rights | (24) | (13) |
| Changes in non-cash working capital related to capital expenditures and intangible assets | 12 | 87 |
| Acquisitions and other strategic transactions, net of cash acquired | — | (95) |
| Other | 1 | 13 |
| Cash used in investing activities | (989) | (1,066) |
| Financing activities: | ||
| Net (repayment of) proceeds received from short-term borrowings | (853) | 1,304 |
| Net issuance (repayment) of long-term debt | 2,602 | (1,108) |
| Net proceeds (payments) on settlement of debt derivatives | 83 | (2) |
| Transaction costs incurred | (38) | (42) |
| Principal payments of lease liabilities | (133) | (112) |
| Dividends paid | (185) | (190) |
| Other | (1) | — |
| Cash provided by (used in) financing activities | 1,475 | (150) |
| Change in cash and cash equivalents | 1,782 | (36) |
| Cash and cash equivalents, beginning of period | 898 | 800 |
| Cash and cash equivalents, end of period | 2,680 | 764 |
Operating activities
This quarter, cash provided by operating activities increased primarily as a result of higher adjusted EBITDA and a lower net investment in net operating assets and liabilities, partially offset by higher income taxes paid.
Investing activities
Capital expenditures
During the quarter, we incurred $978 million (2024 - $1,058 million) on capital expenditures before changes in non-cash working capital items. See "Capital Expenditures" for more information.
Financing activities
During the quarter, we received net amounts of $1,794 million (2024 - paid $152 million) on our short-term borrowings, long-term debt, and related derivatives, including transaction costs. See "Financial Risk Management" for more information on the cash flows relating to our derivative instruments.
| Rogers Communications Inc. | 13 | First Quarter 2025 |
|---|
Short-term borrowings
Our short-term borrowings consist of amounts outstanding under our receivables securitization program, our US dollar-denominated commercial paper (US CP) program, and our non-revolving credit facilities. Below is a summary of our short-term borrowings as at March 31, 2025 and December 31, 2024.
| As at<br>March 31 | As at<br>December 31 | |
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Receivables securitization program | 1,600 | 2,000 |
| US commercial paper program (net of the discount on issuance) | — | 452 |
| Non-revolving credit facility borrowings (net of the discount on issuance) | 502 | 507 |
| Total short-term borrowings | 2,102 | 2,959 |
The table below summarizes the activity relating to our short-term borrowings for the three months ended March 31, 2025 and 2024.
| Three months ended<br> March 31, 2025 | Three months ended <br>March 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Notional | Exchange | Notional | Notional | Exchange | Notional | |
| (In millions of dollars, except exchange rates) | (US$) | rate | (Cdn$) | (US$) | rate | (Cdn$) |
| Proceeds received from receivables securitization | — | 800 | ||||
| Repayment of receivables securitization | (400) | — | ||||
| Net (repayment of) proceeds received from receivables securitization | (400) | 800 | ||||
| Proceeds received from US commercial paper | 299 | 1.435 | 429 | 839 | 1.348 | 1,131 |
| Repayment of US commercial paper | (616) | 1.430 | (881) | (649) | 1.350 | (876) |
| Net (repayment of) proceeds received from US commercial paper | (452) | 255 | ||||
| Proceeds received from non-revolving credit facilities (US$) 1 | 1,045 | 1.433 | 1,497 | 185 | 1.346 | 249 |
| Repayment of non-revolving credit facilities (US$) 1 | (1,048) | 1.429 | (1,498) | — | — | — |
| Net (repayment of) proceeds received from non-revolving credit facilities | (1) | 249 | ||||
| Net (repayment of) proceeds received from short-term borrowings | (853) | 1,304 |
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.
In March 2024, we borrowed US$185 million under our non-revolving facility maturing in July 2025.
Concurrent with our US CP issuances and US dollar-denominated borrowings under our credit facilities, we entered into debt derivatives to hedge the foreign currency risk associated with the principal and interest components of the borrowings. See "Financial Risk Management" for more information.
| Rogers Communications Inc. | 14 | First Quarter 2025 |
|---|
Long-term debt
Our long-term debt consists of amounts outstanding under our bank and letter of credit facilities and the senior notes, debentures, and subordinated notes we have issued. The tables below summarize the activity relating to our long-term debt for the three months ended March 31, 2025 and 2024.
| Three months ended March 31, 2025 | Three months ended March 31, 2024 | ||||
|---|---|---|---|---|---|
| (In millions of dollars, except exchange rates) | Exchange rate | Notional (Cdn$) | Notional (US$) | Exchange rate | Notional (Cdn$) |
| Credit facility borrowings (Cdn) | 28 | — | |||
| Total credit facility borrowings | 28 | — | |||
| Term loan facility net borrowings (US) 1 | n/m | 6 | — | — | — |
| Term loan facility net repayments (US) | — | — | (2,502) | 1.349 | (3,375) |
| Net borrowings (repayments) under term loan facility | 6 | (3,375) | |||
| Senior note issuances (US) | — | — | 2,500 | 1.347 | 3,367 |
| Total issuances of senior notes | — | 3,367 | |||
| Senior note repayments (Cdn) | — | (1,100) | |||
| Senior note repayments (US) | 1.439 | (1,439) | — | — | — |
| Total senior notes repayments | (1,439) | (1,100) | |||
| Net (repayment) issuance of senior notes | (1,439) | 2,267 | |||
| Subordinated note issuances (Cdn) | 1,000 | — | |||
| Subordinated note issuances (US) | 1.432 | 3,007 | — | — | — |
| Total issuances of subordinated notes | 4,007 | — | |||
| Net issuance (repayment) of long-term debt | 2,602 | (1,108) |
All values are in US Dollars.
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.
| Three months ended March 31 | ||
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Long-term debt, beginning of period | 41,896 | 40,855 |
| Net issuance (repayment) of long-term debt | 2,602 | (1,108) |
| Increase in government grant liability related to Canada Infrastructure Bank facility | (17) | — |
| (Gain) loss on foreign exchange | (14) | 588 |
| Deferred transaction costs incurred | (51) | (50) |
| Amortization of deferred transaction costs | 36 | 35 |
| Long-term debt, end of period | 44,452 | 40,320 |
| Rogers Communications Inc. | 15 | First Quarter 2025 |
| --- | --- | --- |
Issuance of senior and subordinated notes and related debt derivatives
Below is a summary of the senior and subordinated notes we issued during the three months ended March 31, 2025 and 2024.
| (In millions of dollars, except interest rates and discounts) | Discount/ premium at issuance | Total gross<br><br><br><br>proceeds 1 (Cdn$) | Transaction costs and<br><br>discounts 2 (Cdn$) | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Date issued | Principal amount | Due date | Interest rate | ||||||
| 2025 issuances | |||||||||
| February 12, 2025 (subordinated) 3 | US | 1,100 | 2055 | 7.000 | % | 100.000 | % | 1,575 | 21 |
| February 12, 2025 (subordinated) 3 | US | 1,000 | 2055 | 7.125 | % | 100.000 | % | 1,432 | 19 |
| February 12, 2025 (subordinated) 3 | 1,000 | 2055 | 5.625 | % | 99.983 | % | 1,000 | 11 | |
| 2024 issuances | |||||||||
| February 9, 2024 (senior) | US | 1,250 | 2029 | 5.000 | % | 99.714 | % | 1,684 | 20 |
| February 9, 2024 (senior) | US | 1,250 | 2034 | 5.300 | % | 99.119 | % | 1,683 | 30 |
1 Gross proceeds before transaction costs, discounts, and premiums.
2 Transaction costs, discounts, and premiums are included as deferred transaction costs and discounts in the carrying value of the long-term debt, and recognized in net income using the effective interest method.
3 Deferred transaction costs and discounts (if any) in the carrying value of the subordinated notes are recognized in net income using the effective interest method. The three issuances of subordinated notes due 2055 can be redeemed at par on February 15, 2030, February 15, 2035, and February 15, 2030, respectively, or on any subsequent interest payment date.
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 the US dollar-denominated issuances, we entered into debt derivatives 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 debt and to fund a portion of 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 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). We used the proceeds from this issuance to repay $3.4 billion of our term loan facility such that only $1 billion remains outstanding under the April 2026 tranche.
Repayment of senior notes and related derivative settlements
In March 2025, we repaid the entire outstanding principal of our US$1 billion 2.95% senior notes and settled the associated debt derivatives at maturity. As a result, we repaid $1,344 million, including $95 million received on settlement of the associated debt derivatives. In April 2025, we repaid the entire outstanding principal of our $1.25 billion 3.10% senior notes at maturity. There were no derivatives associated with these senior notes.
In January 2024, we repaid the entire outstanding principal of our $500 million 4.35% senior notes at maturity. In March 2024, we repaid the entire outstanding principal of our $600 million 4.00% senior notes at maturity. There were no derivatives associated with these senior notes.
| Rogers Communications Inc. | 16 | First Quarter 2025 |
|---|
Dividends
Below is a summary of the dividends declared and paid on RCI's outstanding Class A Voting common shares (Class A Shares) and Class B Non-Voting common shares (Class B Non-Voting Shares) in 2025 and 2024. On April 22, 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 July 3, 2025, to shareholders of record on June 9, 2025.
| Dividends paid (in millions of dollars) | Number of<br><br>Class B<br><br>Non-Voting<br><br>Shares issued<br><br>(in thousands) 1 | ||||||
|---|---|---|---|---|---|---|---|
| Declaration date | Record date | Payment date | Dividend per<br><br>share (dollars) | In cash | In Class B<br><br>Non-Voting<br><br>Shares | Total | |
| January 29, 2025 | March 10, 2025 | April 2, 2025 | 0.50 | 188 | 81 | 269 | 2,181 |
| 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 |
1 Class B Non-Voting Shares were issued as partial settlement of our quarterly dividend payable on the payment date under the terms of our dividend reinvestment plan.
Free cash flow
| Three months ended March 31 | |||
|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | % Chg |
| Adjusted EBITDA | 2,254 | 2,214 | 2 |
| Deduct: | |||
| Capital expenditures 1 | 978 | 1,058 | (8) |
| Interest on borrowings, net and capitalized interest | 502 | 496 | 1 |
| Cash income taxes 2 | 188 | 74 | 154 |
| Free cash flow | 586 | 586 | — |
1 Includes additions to property, plant and equipment net of proceeds on disposition, 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.
| Rogers Communications Inc. | 17 | First Quarter 2025 |
|---|
Overview of Financial Position
Consolidated statements of financial position
| As at | As at | ||||
|---|---|---|---|---|---|
| March 31 | December 31 | ||||
| (In millions of dollars) | 2025 | 2024 | $ Chg | % Chg | Explanation of significant changes |
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 2,680 | 898 | 1,782 | 198 | See "Managing our Liquidity and Financial Resources". |
| Accounts receivable | 5,176 | 5,478 | (302) | (6) | Reflects business seasonality. |
| Inventories | 562 | 641 | (79) | (12) | n/m |
| Current portion of contract assets | 165 | 171 | (6) | (4) | n/m |
| Other current assets | 1,080 | 849 | 231 | 27 | Primarily reflects an increase in prepaid expenses related to our annual Wireless spectrum licence renewal fees and certain program rights. |
| Current portion of derivative instruments | 274 | 336 | (62) | (18) | n/m |
| Total current assets | 9,937 | 8,373 | 1,564 | 19 | |
| Property, plant and equipment | 25,191 | 25,072 | 119 | — | Reflects capital expenditures incurred, partially offset by depreciation expense related to our asset base. |
| Intangible assets | 17,725 | 17,858 | (133) | (1) | Reflects amortization expense related to the intangible assets acquired in the Shaw Transaction. |
| Investments | 596 | 615 | (19) | (3) | n/m |
| Derivative instruments | 1,095 | 997 | 98 | 10 | 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 | 1,131 | 1,189 | (58) | (5) | Reflects lower financing receivables as a result of fewer subscribers upgrading their devices. |
| Other long-term assets | 1,167 | 1,027 | 140 | 14 | n/m |
| Goodwill | 16,280 | 16,280 | — | — | n/m |
| Total assets | 73,122 | 71,411 | 1,711 | 2 | |
| Liabilities and shareholders' equity | |||||
| Current liabilities: | |||||
| Short-term borrowings | 2,102 | 2,959 | (857) | (29) | See "Managing our Liquidity and Financial Resources". |
| Accounts payable and accrued liabilities | 3,616 | 4,059 | (443) | (11) | Reflects business seasonality. |
| Income tax payable | 18 | 26 | (8) | (31) | n/m |
| Other current liabilities | 500 | 482 | 18 | 4 | n/m |
| Contract liabilities | 871 | 800 | 71 | 9 | Primarily reflects an increase in prepayments for Toronto Blue Jays tickets. |
| Current portion of long-term debt | 2,256 | 3,696 | (1,440) | (39) | Reflects the repayment at maturity of US$1 billion of senior notes in March 2025. |
| Current portion of lease liabilities | 603 | 587 | 16 | 3 | n/m |
| Total current liabilities | 9,966 | 12,609 | (2,643) | (21) | |
| Provisions | 62 | 61 | 1 | 2 | n/m |
| Long-term debt | 42,196 | 38,200 | 3,996 | 10 | Reflects the issuance of US$2.1 billion and $1 billion of subordinated notes in February 2025. |
| Lease liabilities | 2,195 | 2,191 | 4 | — | n/m |
| Other long-term liabilities | 1,805 | 1,666 | 139 | 8 | n/m |
| Deferred tax liabilities | 6,270 | 6,281 | (11) | — | n/m |
| Total liabilities | 62,494 | 61,008 | 1,486 | 2 | |
| Shareholders' equity | 10,628 | 10,403 | 225 | 2 | Reflects changes in retained earnings and equity reserves. |
| Total liabilities and shareholders' equity | 73,122 | 71,411 | 1,711 | 2 | |
| Rogers Communications Inc. | 18 | First Quarter 2025 | |||
| --- | --- | --- |
Financial Condition
Available liquidity
Below is a summary of our available liquidity from our cash and cash equivalents, bank credit facilities, letter of credit facilities, and short-term borrowings as at March 31, 2025 and December 31, 2024.
| As at March 31, 2025 | Total sources | Drawn | Letters of credit | Net available |
|---|---|---|---|---|
| (In millions of dollars) | ||||
| Cash and cash equivalents | 2,680 | — | — | 2,680 |
| Bank credit facilities 1: | ||||
| Revolving | 4,000 | — | 10 | 3,990 |
| Non-revolving | 500 | 500 | — | — |
| Outstanding letters of credit | 3 | — | 3 | — |
| Receivables securitization 1 | 2,400 | 1,600 | — | 800 |
| Total | 9,583 | 2,100 | 13 | 7,470 |
1 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, 2024 | Total sources | Drawn | Letters of credit | US CP program 1 | Net available |
|---|---|---|---|---|---|
| (In millions of dollars) | |||||
| 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.
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. This quarter, we borrowed $28 million under this facility.
Weighted average cost of borrowings
Our weighted average cost of all borrowings was 4.74% as at March 31, 2025 (December 31, 2024 - 4.61%) and our weighted average term to maturity was 9.7 years (December 31, 2024 - 9.8 years). These figures reflect the expected repayment of our subordinated notes on their respective at-par redemption dates.
| Rogers Communications Inc. | 19 | First Quarter 2025 |
|---|
Adjusted net debt and debt leverage ratio
We use adjusted net debt and debt leverage ratio to conduct valuation-related analysis and to make capital structure-related decisions.
| As at<br>March 31 | As at<br>December 31 | |
|---|---|---|
| (In millions of dollars, except ratios) | 2025 | 2024 |
| Current portion of long-term debt | 2,256 | 3,696 |
| Long-term debt | 42,196 | 38,200 |
| Deferred transaction costs and discounts | 966 | 951 |
| 45,418 | 42,847 | |
| Add (deduct): | ||
| Adjustment of US dollar-denominated debt to hedged rate | (2,744) | (2,855) |
| Subordinated notes adjustment 1 | (3,549) | (1,540) |
| Short-term borrowings | 2,102 | 2,959 |
| Deferred government grant liability 2 | 56 | 39 |
| Current portion of lease liabilities | 603 | 587 |
| Lease liabilities | 2,195 | 2,191 |
| Cash and cash equivalents | (2,680) | (898) |
| Adjusted net debt 3 | 41,401 | 43,330 |
| Divided by: trailing 12-month adjusted EBITDA | 9,657 | 9,617 |
| Debt leverage ratio | 4.3 | 4.5 |
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 For the purposes of calculating adjusted net debt and debt leverage ratio, we have added the deferred government grant liability relating to our Canada Infrastructure Bank facility to reflect the inclusion of the cash drawings.
3 Adjusted net debt is a capital management measure. This is not a 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 this measure.
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.
Credit ratings
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 April 22, 2025.
| Issuance | S&P Global Ratings Services | Moody's | DBRS Morningstar |
|---|---|---|---|
| Corporate credit issuer default rating | BBB- (stable) | Baa3 (stable) | BBB (low) (positive) |
| Senior unsecured debt | BBB- (stable) | Baa3 (stable) | BBB (low) (positive) |
| Subordinated debt | BB (stable) | Ba1/Ba2 (stable) | BB (low) (positive) 1 |
| US commercial paper | A-3 | P-3 | N/A 1 |
1 We have not sought a rating from DBRS Morningstar for our subordinated debt issued before March 31, 2022 or for our short-term obligations.
| Rogers Communications Inc. | 20 | First Quarter 2025 |
|---|
Outstanding common shares
| As at<br>March 31 | As at <br>December 31 | |
|---|---|---|
| 2025 | 2024 | |
| Common shares outstanding 1 | ||
| Class A Voting Shares | 111,152,011 | 111,152,011 |
| Class B Non-Voting Shares | 426,892,268 | 424,949,191 |
| Total common shares | 538,044,279 | 536,101,202 |
| Options to purchase Class B Non-Voting Shares | ||
| Outstanding options | 12,204,957 | 9,707,847 |
| Outstanding options exercisable | 6,877,328 | 6,135,190 |
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.
Class B Non-Voting Shares were issued as partial settlement of our quarterly dividends under the terms of our dividend reinvestment plan (see "Managing our Liquidity and Financial Resources" for more information).
Financial Risk Management
This section should be read in conjunction with "Financial Risk Management" in our 2024 Annual MD&A. We use derivative instruments to manage financial risks related to our business activities. We only use derivatives to manage risk and not for speculative purposes. We also manage our exposure to both fixed and fluctuating interest rates and had fixed the interest rate on 93.1% of our outstanding debt, including short-term borrowings, as at March 31, 2025 (December 31, 2024 - 90.8%).
Debt derivatives
We use cross-currency interest rate exchange agreements, forward cross-currency interest rate exchange agreements, and foreign currency forward contracts (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.
Credit facilities and US CP
Below is a summary of the debt derivatives we entered into and settled related to our credit facility borrowings and US CP program during the three months ended March 31, 2025 and 2024.
| Three months ended March 31, 2025 | Three months ended March 31, 2024 | |||||
|---|---|---|---|---|---|---|
| (In millions of dollars, except exchange rates) | Notional<br><br>(US$) | Exchange rate | Notional<br><br>(Cdn$) | Notional<br> (US$) | Exchange rate | Notional<br>(Cdn$) |
| Credit facilities | ||||||
| Debt derivatives entered | 3,142 | 1.433 | 4,503 | 5,707 | 1.344 | 7,668 |
| Debt derivatives settled | 3,144 | 1.430 | 4,497 | 8,024 | 1.345 | 10,794 |
| Net cash paid on settlement | (17) | (1) | ||||
| US commercial paper program | ||||||
| Debt derivatives entered | 299 | 1.435 | 429 | 839 | 1.348 | 1,131 |
| Debt derivatives settled | 613 | 1.431 | 877 | 646 | 1.350 | 872 |
| Net cash received (paid) on settlement | 2 | (1) |
As at March 31, 2025, we had US$1,046 million and nil notional amount of debt derivatives outstanding relating to our credit facility borrowings and US CP program (December 31, 2024 - US$1,048 million and US$314 million), at average rates of $1.431/US$ and nil/US$ (December 31, 2024 - $1.439/US$ and $1.423/US$), respectively.
| Rogers Communications Inc. | 21 | First Quarter 2025 |
|---|
Senior and subordinated notes
Below is a summary of the debt derivatives we entered into related to senior and subordinated notes during the three months ended March 31, 2025 and 2024.
| (In millions of dollars, except interest rates) | |||||
|---|---|---|---|---|---|
| US | Hedging effect | ||||
| Effective date | Principal/Notional amount (US$) | Maturity date | Fixed hedged (Cdn) interest rate 1 | Equivalent (Cdn$) | |
| 2025 issuances | |||||
| February 12, 2025 | 1,100 | 2055 | % | 5.440 | 1,575 |
| February 12, 2025 | 1,000 | 2055 | % | 5.862 | 1,432 |
| 2024 issuances | |||||
| February 9, 2024 | 1,250 | 2029 | % | 4.735 | 1,684 |
| February 9, 2024 | 1,250 | 2034 | % | 5.107 | 1,683 |
All values are in US Dollars.
1 Converting from a fixed US$ coupon rate to a weighted average Cdn$ fixed rate.
As at March 31, 2025, we had US$18,350 million (December 31, 2024 - US$17,250 million) in US dollar-denominated senior notes, debentures, and subordinated notes, of which all of the associated foreign exchange risk had been hedged using debt derivatives, at an average rate of $1.286/US$ (December 31, 2024 - $1.272/US$).
In March 2025, we repaid the entire outstanding principal amount of our US$1 billion 2.95% senior notes and the associated debt derivatives at maturity, resulting in $95 million received on settlement of the associated debt derivatives.
Lease liabilities
Below is a summary of the debt derivatives we entered into and settled related to our outstanding lease liabilities for the three months ended March 31, 2025 and 2024.
| Three months ended March 31, 2025 | Three months ended March 31, 2024 | |||||
|---|---|---|---|---|---|---|
| (In millions of dollars, except exchange rates) | Notional<br><br>(US$) | Exchange rate | Notional<br>(Cdn$) | Notional<br>(US$) | Exchange rate | Notional<br>(Cdn$) |
| Debt derivatives entered | 59 | 1.390 | 82 | 77 | 1.351 | 104 |
| Debt derivatives settled | 59 | 1.356 | 80 | 48 | 1.313 | 63 |
As at March 31, 2025, we had US$416 million notional amount of debt derivatives outstanding relating to our outstanding lease liabilities (December 31, 2024 - US$416 million) with terms to maturity ranging from April 2025 to March 2028 (December 31, 2024 - January 2025 to December 2027) at an average rate of $1.357/US$ (December 31, 2024 - $1.349/US$).
See "Mark-to-market value" for more information about our debt derivatives.
Expenditure derivatives
We use foreign currency forward contracts (expenditure derivatives) to manage the foreign exchange risk in our operations, designating them as hedges for accounting purposes for certain of our forecast operational and capital expenditures.
Below is a summary of the expenditure derivatives we entered into and settled during the three months ended March 31, 2025 and 2024.
| Three months ended March 31, 2025 | Three months ended March 31, 2024 | |||||
|---|---|---|---|---|---|---|
| (In millions of dollars, except exchange rates) | Notional<br><br>(US$) | Exchange rate | Notional<br>(Cdn$) | Notional<br><br>(US$) | Exchange<br><br>rate | Notional<br><br>(Cdn$) |
| Expenditure derivatives entered | 210 | 1.395 | 293 | 90 | 1.311 | 118 |
| Expenditure derivatives settled | 285 | 1.337 | 381 | 285 | 1.326 | 378 |
As at March 31, 2025, we had US$1,515 million notional amount of expenditure derivatives outstanding (December 31, 2024 - US$1,590 million) with terms to maturity ranging from April 2025 to December 2026 (December 31, 2024 - January 2025 to December 2026) at an average rate of $1.344/US$ (December 31, 2024 - $1.336/US$).
See "Mark-to-market value" for more information about our expenditure derivatives.
| Rogers Communications Inc. | 22 | First Quarter 2025 |
|---|
Equity derivatives
We use total return swaps (equity derivatives) to hedge the market price appreciation risk of the Class B Non-Voting Shares granted under our stock-based compensation programs. The equity derivatives have not been designated as hedges for accounting purposes.
As at March 31, 2025, we had equity derivatives outstanding for 6.0 million (December 31, 2024 - 6.0 million) Class B Non-Voting Shares with a weighted average price of $53.27 (December 31, 2024 - $53.27).
In April 2025, we reset the pricing on 2.3 million existing equity derivatives, resulting in a net payment of $38 million. We also executed extension agreements on all equity derivative contracts under substantially the same commitment terms and conditions with revised expiry dates to April 2026 (from April 2025). The weighted average cost was adjusted to $46.96 per share.
See "Mark-to-market value" for more information about our equity derivatives.
Cash settlements on debt derivatives and forward contracts
Below is a summary of the net proceeds (payments) on settlement of debt derivatives during the three months ended March 31, 2025 and 2024.
| Three months ended March 31 | ||
|---|---|---|
| (In millions of dollars, except exchange rates) | 2025 | 2024 |
| Credit facilities | (17) | (1) |
| US commercial paper program | 2 | (1) |
| Senior and subordinated notes | 95 | — |
| Lease liabilities | 3 | — |
| Net proceeds (payments) on settlement of debt derivatives | 83 | (2) |
Mark-to-market value
We record our derivatives using an estimated credit-adjusted, mark-to-market valuation, calculated in accordance with IFRS.
| As at March 31, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (In millions of dollars, except exchange rates) | Notional<br><br>amount<br><br>(US$) | Exchange<br><br>rate | Notional<br><br>amount<br><br>(Cdn$) | Fair value<br><br>(Cdn$) | ||||
| Debt derivatives accounted for as cash flow hedges: | ||||||||
| As assets | 13,466 | 1.2815 | 17,257 | 1,247 | ||||
| As liabilities | 5,300 | 1.3047 | 6,915 | (764) | ||||
| Debt derivatives not accounted for as hedges: | ||||||||
| As assets | 1,046 | 1.4307 | 1,497 | 7 | ||||
| Net mark-to-market debt derivative asset | 490 | |||||||
| Expenditure derivatives accounted for as cash flow hedges: | ||||||||
| As assets | 1,515 | 1.3441 | 2,036 | 115 | ||||
| Net mark-to-market expenditure derivative asset | 115 | |||||||
| Equity derivatives not accounted for as hedges: | ||||||||
| As liabilities | — | — | 320 | (89) | ||||
| Net mark-to-market equity derivative liability | (89) | |||||||
| Virtual power purchase agreement not accounted for as a hedge: | ||||||||
| As liabilities | — | — | — | (16) | ||||
| Net mark-to-market virtual power purchase agreement | (16) | |||||||
| Net mark-to-market asset | 500 | Rogers Communications Inc. | 23 | First Quarter 2025 | ||||
| --- | --- | --- | ||||||
| As at December 31, 2024 | ||||||||
| --- | --- | --- | --- | --- | ||||
| (In millions of dollars, except exchange rates) | Notional<br><br>amount<br><br>(US$) | Exchange<br><br>rate | Notional<br><br>amount<br><br>(Cdn$) | Fair value<br><br>(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) | ||||
| Short-term 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 a hedge: | ||||||||
| As liabilities | — | — | — | (10) | ||||
| Net mark-to-market virtual power purchase agreement | (10) | |||||||
| Net mark-to-market asset | 425 |
Commitments and Contractual Obligations
See our 2024 Annual MD&A for a summary of our obligations under firm contractual arrangements, including commitments for future payments under long-term debt arrangements and lease arrangements as at December 31, 2024. These are also discussed in notes 3, 19, and 30 of our 2024 Annual Audited Consolidated Financial Statements.
In April 2025, we renewed our agreement with the National Hockey League (NHL) for the national media rights to NHL games on all platforms in Canada through the 2037-38 season for a total committed spend of $11 billion over 12 years beginning in the 2026-27 season.
Further, as a result of entering into new contracts with various Toronto Blue Jays players in 2025, we have approximately US$700 million of incremental player contract commitments that will be settled over periods of up to the next 15 years.
Except for the above and as otherwise disclosed in this MD&A, as at March 31, 2025, there have been no other material changes to our material contractual obligations, as identified in our 2024 Annual MD&A, since December 31, 2024.
Regulatory Developments
See "Regulation in our Industry" in our 2024 Annual MD&A for a discussion of the significant regulations that affected our operations as at March 6, 2025. The following are the relevant developments since that date.
Wholesale Internet Costing and Pricing
On March 27, 2025, the Supreme Court of Canada ruled that it would not examine questions related to the CRTC's decision to reverse 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, which set final rates for facilities-based carriers' wholesale high-speed access, including Rogers' TPIA service.
CRTC Consultation on Market Dynamics
The public hearing originally scheduled to commence on May 12, 2025 has been delayed and is now expected to commence on June 18, 2025.
CRTC Consultation on Canadian Content
The public hearing originally scheduled to commence on March 31, 2025 has been delayed and is now expected to commence on May 14, 2025.
| Rogers Communications Inc. | 24 | First Quarter 2025 |
|---|
Updates to Risks and Uncertainties
See "Risk Management" and "Regulation in our Industry" in our 2024 Annual MD&A for a discussion of the principal risks and uncertainties that could have a material adverse effect on our business and financial results as at March 6, 2025, which should be reviewed in conjunction with this MD&A.
Material Accounting Policies and Estimates
See our 2024 Annual MD&A and our 2024 Annual Audited Consolidated Financial Statements and notes thereto for a discussion of the accounting policies and estimates that are critical to the understanding of our business operations and the results of our operations.
New accounting pronouncements adopted in 2025
We did not adopt any accounting pronouncements or amendments this period.
Recent accounting pronouncements not yet adopted
The IASB has not issued any new or amended accounting pronouncements in 2025.
Transactions with related parties
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 the three months ended March 31, 2025 and 2024.
We have also entered into certain transactions with our controlling shareholder and companies it controls. These transactions are subject to formal agreements approved by the Audit and Risk Committee. Total amounts paid to these related parties were less than $1 million for the three months ended March 31, 2025 and 2024.
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 $3 million was recognized in net income and paid during the three months ended March 31, 2025 and 2024. We have also entered into certain other transactions with the Shaw Family Group. Total amounts paid to the Shaw Family Group during the three months ended March 31, 2025 were under $1 million.
In addition, we assumed a liability 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, $3 million of which was paid during the three months ended March 31, 2025. The remaining liability of $89 million is included in "accounts payable and accrued liabilities" (for the amount to be paid within the next twelve months) or "other long-term liabilities".
We recognized these transactions at the amounts agreed to by the related parties, which were also approved by the Audit and Risk Committee. The amounts owing for these services were unsecured, interest-free, and generally due for payment in cash within one month of the date of the transaction.
Controls and procedures
There have been no changes in our internal controls over financial reporting this quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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. For specific discussions of the seasonal trends affecting our reportable segments, refer to our 2024 Annual MD&A.
| Rogers Communications Inc. | 25 | First Quarter 2025 |
|---|
Key Performance Indicators
We measure the success of our strategy using a number of key performance indicators that are defined and discussed in our 2024 Annual MD&A and this MD&A. 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; and
•total service revenue.
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 law). 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<br>comparable<br>IFRS financial<br>measure | ||||||
| Adjusted net<br>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 | Non-GAAP ratios | ||||
| --- | --- | --- | --- | ||||||
| Specified financial measure | How it is useful | How we calculate it | |||||||
| Adjusted basic<br>earnings per<br>share<br><br>Adjusted diluted<br>earnings per<br>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<br>divided by<br>basic weighted average shares outstanding.<br><br>Adjusted net income including the dilutive effect of stock-based compensation<br>divided by<br>diluted weighted average shares outstanding. | Total of segments measures | |||||
| --- | --- | ||||||||
| Specified financial measure | Most directly comparable IFRS financial measure | ||||||||
| Adjusted EBITDA | Net income | Rogers Communications Inc. | 26 | First Quarter 2025 | |||||
| --- | --- | --- | |||||||
| 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<br>divided by<br>revenue. | ||||||||
| Wireless mobile phone average revenue per user (ARPU) | Wireless service revenue <br>divided by <br>average total number of Wireless mobile phone subscribers for the relevant period. | ||||||||
| Cable average revenue per account (ARPA) | Cable service revenue <br>divided by <br>average total number of customer relationships for the relevant period. | ||||||||
| Capital intensity | Capital expenditures <br>divided by <br>revenue. |
Reconciliation of adjusted EBITDA
| Three months ended March 31 | ||
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Net income | 280 | 256 |
| Add: | ||
| Income tax expense | 100 | 79 |
| Finance costs | 579 | 580 |
| Depreciation and amortization | 1,166 | 1,149 |
| EBITDA | 2,125 | 2,064 |
| Add (deduct): | ||
| Other expense | 2 | 8 |
| Restructuring, acquisition and other | 127 | 142 |
| Adjusted EBITDA | 2,254 | 2,214 |
Reconciliation of adjusted net income
| Three months ended March 31 | ||
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Net income | 280 | 256 |
| Add (deduct): | ||
| Restructuring, acquisition and other | 127 | 142 |
| Depreciation and amortization on fair value increment of Shaw Transaction-related assets | 229 | 242 |
| Income tax impact of above items | (93) | (100) |
| Adjusted net income | 543 | 540 |
| Rogers Communications Inc. | 27 | First Quarter 2025 |
| --- | --- | --- |
Reconciliation of free cash flow
| Three months ended March 31 | ||
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Cash provided by operating activities | 1,296 | 1,180 |
| Add (deduct): | ||
| Capital expenditures | (978) | (1,058) |
| Interest on borrowings, net and capitalized interest | (502) | (496) |
| Interest paid, net | 595 | 555 |
| Restructuring, acquisition and other | 127 | 142 |
| Program rights amortization | (19) | (16) |
| Change in net operating assets and liabilities | 83 | 289 |
| Other adjustments 1 | (16) | (10) |
| Free cash flow | 586 | 586 |
1 Consists of post-employment benefit contributions, net of expense, cash flows relating to other operating activities, and other investment income from our financial statements.
| Rogers Communications Inc. | 28 | First Quarter 2025 |
|---|
Other Information
Consolidated financial results - quarterly summary
Below is a summary of our consolidated results for the past eight quarters.
| 2025 | 2024 | 2023 | ||||||
|---|---|---|---|---|---|---|---|---|
| (In millions of dollars, except per share amounts) | Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 |
| Revenue | ||||||||
| Wireless | 2,544 | 2,981 | 2,620 | 2,466 | 2,528 | 2,868 | 2,584 | 2,424 |
| Cable | 1,935 | 1,983 | 1,970 | 1,964 | 1,959 | 1,982 | 1,993 | 2,013 |
| Media | 596 | 616 | 653 | 736 | 479 | 558 | 586 | 686 |
| Corporate items and intercompany eliminations | (99) | (99) | (114) | (73) | (65) | (73) | (71) | (77) |
| Total revenue | 4,976 | 5,481 | 5,129 | 5,093 | 4,901 | 5,335 | 5,092 | 5,046 |
| Total service revenue | 4,447 | 4,543 | 4,567 | 4,599 | 4,357 | 4,470 | 4,527 | 4,534 |
| Adjusted EBITDA | ||||||||
| Wireless | 1,311 | 1,367 | 1,365 | 1,296 | 1,284 | 1,291 | 1,294 | 1,222 |
| Cable | 1,108 | 1,169 | 1,133 | 1,116 | 1,100 | 1,111 | 1,080 | 1,026 |
| Media | (67) | 53 | 134 | — | (103) | 4 | 107 | 4 |
| Corporate items and intercompany eliminations | (98) | (56) | (87) | (87) | (67) | (77) | (70) | (62) |
| Adjusted EBITDA | 2,254 | 2,533 | 2,545 | 2,325 | 2,214 | 2,329 | 2,411 | 2,190 |
| Deduct (add): | ||||||||
| Depreciation and amortization | 1,166 | 1,174 | 1,157 | 1,136 | 1,149 | 1,172 | 1,160 | 1,158 |
| Restructuring, acquisition and other | 127 | 83 | 91 | 90 | 142 | 86 | 213 | 331 |
| Finance costs | 579 | 571 | 568 | 576 | 580 | 568 | 600 | 583 |
| Other expense (income) | 2 | (11) | 2 | (5) | 8 | (19) | 426 | (18) |
| Net income before income tax expense | 380 | 716 | 727 | 528 | 335 | 522 | 12 | 136 |
| Income tax expense | 100 | 158 | 201 | 134 | 79 | 194 | 111 | 27 |
| Net income (loss) | 280 | 558 | 526 | 394 | 256 | 328 | (99) | 109 |
| Earnings (loss) per share: | ||||||||
| Basic | $0.52 | $1.04 | $0.99 | $0.74 | $0.48 | $0.62 | ($0.19) | $0.21 |
| Diluted | $0.50 | $1.02 | $0.98 | $0.73 | $0.46 | $0.62 | ($0.20) | $0.20 |
| Net income (loss) | 280 | 558 | 526 | 394 | 256 | 328 | (99) | 109 |
| Add (deduct): | ||||||||
| Restructuring, acquisition and other | 127 | 83 | 91 | 90 | 142 | 86 | 213 | 331 |
| Depreciation and amortization on fair value increment of Shaw Transaction-related assets | 229 | 228 | 227 | 220 | 242 | 249 | 263 | 252 |
| Loss on joint venture's non-controlling interest purchase obligation | — | — | — | — | — | — | 422 | — |
| Income tax impact of above items | (93) | (75) | (82) | (81) | (100) | (85) | (120) | (148) |
| Income tax adjustment, tax rate change | — | — | — | — | — | 52 | — | — |
| Adjusted net income | 543 | 794 | 762 | 623 | 540 | 630 | 679 | 544 |
| Adjusted earnings per share: | ||||||||
| Basic | $1.01 | $1.48 | $1.43 | $1.17 | $1.02 | $1.19 | $1.28 | $1.03 |
| Diluted | $0.99 | $1.46 | $1.42 | $1.16 | $0.99 | $1.19 | $1.27 | $1.02 |
| Capital expenditures | 978 | 1,007 | 977 | 999 | 1,058 | 946 | 1,017 | 1,079 |
| Cash provided by operating activities | 1,296 | 1,135 | 1,893 | 1,472 | 1,180 | 1,379 | 1,754 | 1,635 |
| Free cash flow | 586 | 878 | 915 | 666 | 586 | 823 | 745 | 476 |
| Rogers Communications Inc. | 29 | First Quarter 2025 | ||||||
| --- | --- | --- |
Summary of financial information of long-term debt guarantor
Our outstanding senior notes and debentures, amounts drawn on our 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:
| Three months ended March 31 | RCI 1,2 | RCCI 1,2 | Non-guarantor<br><br>subsidiaries 1,2 | Consolidating<br><br>adjustments 1,2 | Total | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (unaudited)<br>(In millions of dollars) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Selected Statements of Income data measure: | ||||||||||||||||||||||
| Revenue | — | — | 4,379 | 4,335 | 697 | 643 | (100) | (77) | 4,976 | 4,901 | ||||||||||||
| Net income (loss) | 280 | 256 | 411 | 390 | (11) | 14 | (400) | (404) | 280 | 256 | As at period end | RCI 1,2 | RCCI 1,2 | Non-guarantor <br> subsidiaries 1,2 | Consolidating <br> adjustments 1,2 | Total | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||
| (unaudited)<br>(In millions of dollars) | Mar. 31<br>2025 | Dec. 31<br>2024 | Mar. 31<br>2025 | Dec. 31<br>2024 | Mar. 31<br>2025 | Dec. 31<br>2024 | Mar. 31<br>2025 | Dec. 31<br>2024 | Mar. 31<br>2025 | Dec. 31<br>2024 | ||||||||||||
| Selected Statements of<br><br>Financial Position data measure: | ||||||||||||||||||||||
| Current assets | 54,566 | 52,502 | 48,811 | 49,840 | 10,978 | 10,750 | (104,418) | (104,719) | 9,937 | 8,373 | ||||||||||||
| Non-current assets | 66,207 | 65,637 | 53,670 | 53,586 | 6,057 | 5,807 | (62,749) | (61,992) | 63,185 | 63,038 | ||||||||||||
| Current liabilities | 55,366 | 57,147 | 67,515 | 68,919 | 9,050 | 8,809 | (121,965) | (122,266) | 9,966 | 12,609 | ||||||||||||
| Non-current liabilities | 47,929 | 43,922 | 12,013 | 11,962 | 2,334 | 2,097 | (9,748) | (9,582) | 52,528 | 48,399 |
1For the purposes of this table, investments in subsidiary companies are accounted for by the equity method.
2Amounts 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.
| Rogers Communications Inc. | 30 | First Quarter 2025 |
|---|
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, or 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 network transaction, including its expected terms, timing, and closing, the use of proceeds therefrom, and the expected equity treatment for the transaction from our credit rating agencies;
•the completion and financing of the MLSE Transaction;
•our debt leverage ratio, including the impact the network transaction will have on, and how we intend to manage, that ratio; and
•all other statements that are not historical facts.
Our conclusions, forecasts, and projections are based 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;
•industry structure and stability; and
•the assumptions listed under the heading "Key assumptions underlying our full-year 2025 guidance" in our 2024 Annual MD&A.
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, monetizations, 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 may differ materially 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 or our current expectations or knowledge, including, but not limited to:
•regulatory changes;
•technological changes;
•economic, geopolitical, and other conditions affecting commercial activity, including 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;
•new interpretations or accounting standards, or changes to existing interpretations and accounting standards, from accounting standards bodies;
•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 complete the network transaction on the anticipated terms or timing or at all;
| Rogers Communications Inc. | 31 | First Quarter 2025 |
|---|
•changes to the methodology, criteria, or conclusions used by rating agencies in assessing or assigning equity treatment or equity credit to the network transaction or our subordinated notes;
•we may use proceeds from the network transaction for different purposes due to alternative
opportunities or requirements, general economic and market conditions, or other internal or external considerations; and
•the other risks outlined in "Risks and Uncertainties Affecting our Business" in our 2024 Annual MD&A.
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 of this MD&A entitled "Updates to Risks and Uncertainties" and "Regulatory Developments" and fully review the sections in our 2024 Annual MD&A entitled "Regulation in our Industry" and "Risk Management", as well as our various other filings with Canadian and US securities regulators, which can be found at sedarplus.ca and sec.gov, respectively. Information on or connected to sedarplus.ca, sec.gov, our website, or any other website referenced in this document is not part of or incorporated into this MD&A.
#
| Rogers Communications Inc. | 32 | First Quarter 2025 |
|---|
Document
Exhibit 99.2

Rogers Communications Inc.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Three months ended March 31, 2025 and 2024
| Rogers Communications Inc. | 1 | First Quarter 2025 |
|---|
Rogers Communications Inc.
Interim Condensed Consolidated Statements of Income
(In millions of Canadian dollars, except per share amounts, unaudited)
| Three months ended March 31 | |||
|---|---|---|---|
| Note | 2025 | 2024 | |
| Revenue | 5 | 4,976 | 4,901 |
| Operating expenses: | |||
| Operating costs | 6 | 2,722 | 2,687 |
| Depreciation and amortization | 1,166 | 1,149 | |
| Restructuring, acquisition and other | 7 | 127 | 142 |
| Finance costs | 8 | 579 | 580 |
| Other expense | 9 | 2 | 8 |
| Income before income tax expense | 380 | 335 | |
| Income tax expense | 100 | 79 | |
| Net income for the period | 280 | 256 | |
| Earnings per share: | |||
| Basic | 10 | $0.52 | $0.48 |
| Diluted | 10 | $0.50 | $0.46 |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
| Rogers Communications Inc. | 2 | First Quarter 2025 |
|---|
Rogers Communications Inc.
Interim Condensed Consolidated Statements of Comprehensive Income
(In millions of Canadian dollars, unaudited)
| Three months ended March 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Net income for the period | 280 | 256 |
| Other comprehensive income: | ||
| Items that will not be reclassified to income: | ||
| Equity investments measured at fair value through other comprehensive income (FVTOCI): | ||
| (Decrease) increase in fair value | (21) | 3 |
| Related income tax recovery | 1 | 1 |
| Equity investments measured at FVTOCI | (20) | 4 |
| Items that will not be reclassified to income | (20) | 4 |
| Items that may subsequently be reclassified to income: | ||
| Cash flow hedging derivative instruments: | ||
| Unrealized gain in fair value of derivative instruments | 273 | 721 |
| Reclassification to net income of loss (gain) on debt derivatives | 8 | (505) |
| Reclassification to net income or property, plant and equipment of gain on expenditure derivatives | (29) | (10) |
| Reclassification to net income for accrued interest | (33) | (11) |
| Related income tax expense | (68) | (98) |
| Cash flow hedging derivative instruments | 151 | 97 |
| Share of other comprehensive income of equity-accounted investments, net of tax | — | 5 |
| Items that may subsequently be reclassified to income | 151 | 102 |
| Other comprehensive income for the period | 131 | 106 |
| Comprehensive income for the period | 411 | 362 |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
| Rogers Communications Inc. | 3 | First Quarter 2025 |
|---|
Rogers Communications Inc.
Interim Condensed Consolidated Statements of Financial Position
(In millions of Canadian dollars, unaudited)
| As at<br>March 31 | As at<br>December 31 | ||
|---|---|---|---|
| Note | 2025 | 2024 | |
| Assets | |||
| Current assets: | |||
| Cash and cash equivalents | 2,680 | 898 | |
| Accounts receivable | 12 | 5,176 | 5,478 |
| Inventories | 562 | 641 | |
| Current portion of contract assets | 165 | 171 | |
| Other current assets | 1,080 | 849 | |
| Current portion of derivative instruments | 11 | 274 | 336 |
| Total current assets | 9,937 | 8,373 | |
| Property, plant and equipment | 25,191 | 25,072 | |
| Intangible assets | 17,725 | 17,858 | |
| Investments | 13 | 596 | 615 |
| Derivative instruments | 11 | 1,095 | 997 |
| Financing receivables | 12 | 1,131 | 1,189 |
| Other long-term assets | 1,167 | 1,027 | |
| Goodwill | 16,280 | 16,280 | |
| Total assets | 73,122 | 71,411 | |
| Liabilities and shareholders' equity | |||
| Current liabilities: | |||
| Short-term borrowings | 14 | 2,102 | 2,959 |
| Accounts payable and accrued liabilities | 3,616 | 4,059 | |
| Income tax payable | 18 | 26 | |
| Other current liabilities | 500 | 482 | |
| Contract liabilities | 871 | 800 | |
| Current portion of long-term debt | 15 | 2,256 | 3,696 |
| Current portion of lease liabilities | 16 | 603 | 587 |
| Total current liabilities | 9,966 | 12,609 | |
| Provisions | 62 | 61 | |
| Long-term debt | 15 | 42,196 | 38,200 |
| Lease liabilities | 16 | 2,195 | 2,191 |
| Other long-term liabilities | 1,805 | 1,666 | |
| Deferred tax liabilities | 6,270 | 6,281 | |
| Total liabilities | 62,494 | 61,008 | |
| Shareholders' equity | 17 | 10,628 | 10,403 |
| Total liabilities and shareholders' equity | 73,122 | 71,411 | |
| Subsequent events | 15, 17, 20, 22 | ||
| Commitments | 20 |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
| Rogers Communications Inc. | 4 | First Quarter 2025 |
|---|
Rogers Communications Inc.
Interim Condensed Consolidated Statements of Changes in Shareholders' Equity
(In millions of Canadian dollars, except number of shares, unaudited)
| Class A<br><br>Voting Shares | Class B<br><br>Non-Voting Shares | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three months ended March 31, 2025 | Amount | Number<br><br>of shares<br><br>(000s) | Amount | Number<br><br>of shares<br><br>(000s) | Retained<br><br>earnings | FVTOCI investment reserve | Hedging<br><br>reserve | Equity<br><br>investment reserve | Total<br><br>shareholders'<br><br>equity | |||||||||||
| Balances, January 1, 2025 | 71 | 111,152 | 2,250 | 424,949 | 10,630 | (7) | (2,551) | 10 | 10,403 | |||||||||||
| Net income for the period | — | — | — | — | 280 | — | — | — | 280 | |||||||||||
| Other comprehensive income: | ||||||||||||||||||||
| FVTOCI investments, net of tax | — | — | — | — | — | (20) | — | — | (20) | |||||||||||
| Derivative instruments accounted for as hedges, net of tax | — | — | — | — | — | — | 151 | — | 151 | |||||||||||
| Total other comprehensive income | — | — | — | — | — | (20) | 151 | — | 131 | |||||||||||
| Comprehensive income for the period | — | — | — | — | 280 | (20) | 151 | — | 411 | |||||||||||
| Transactions with shareholders recorded directly in equity: | ||||||||||||||||||||
| Dividends declared | — | — | — | — | (269) | — | — | — | (269) | |||||||||||
| Share price change on DRIP dividends | — | — | — | — | (3) | — | — | — | (3) | |||||||||||
| Shares issued as settlement of dividends (note 17) | — | — | 86 | 1,943 | — | — | — | — | 86 | |||||||||||
| Total transactions with shareholders | — | — | 86 | 1,943 | (272) | — | — | — | (186) | |||||||||||
| Balances, March 31, 2025 | 71 | 111,152 | 2,336 | 426,892 | 10,638 | (27) | (2,400) | 10 | 10,628 | Class A<br><br>Voting Shares | Class B<br><br>Non-Voting Shares | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||
| Three months ended March 31, 2024 | Amount | Number<br><br>of shares<br><br>(000s) | Amount | Number<br><br>of shares<br><br>(000s) | Retained<br><br>earnings | FVTOCI investment reserve | Hedging<br><br>reserve | Equity<br><br>investment<br><br>reserve | Total<br><br>shareholders'<br><br>equity | |||||||||||
| Balances, January 1, 2024 | 71 | 111,152 | 1,921 | 418,869 | 9,839 | (17) | (1,384) | 10 | 10,440 | |||||||||||
| Net income for the period | — | — | — | — | 256 | — | — | — | 256 | |||||||||||
| Other comprehensive income: | ||||||||||||||||||||
| FVTOCI investments, net of tax | — | — | — | — | — | 4 | — | — | 4 | |||||||||||
| Derivative instruments accounted for as hedges, net of tax | — | — | — | — | — | — | 97 | — | 97 | |||||||||||
| Share of equity-accounted investments, net of tax | — | — | — | — | — | — | — | 5 | 5 | |||||||||||
| Total other comprehensive income | — | — | — | — | — | 4 | 97 | 5 | 106 | |||||||||||
| Comprehensive income for the period | — | — | — | — | 256 | 4 | 97 | 5 | 362 | |||||||||||
| Transactions with shareholders recorded directly in equity: | ||||||||||||||||||||
| Dividends declared | — | — | — | — | (266) | — | — | — | (266) | |||||||||||
| Share price change on DRIP dividends | — | — | — | — | (2) | — | — | — | (2) | |||||||||||
| Shares issued as settlement of dividends (note 17) | — | — | 75 | 1,244 | — | — | — | — | 75 | |||||||||||
| Total transactions with shareholders | — | — | 75 | 1,244 | (268) | — | — | — | (193) | |||||||||||
| Balances, March 31, 2024 | 71 | 111,152 | 1,996 | 420,113 | 9,827 | (13) | (1,287) | 15 | 10,609 |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
| Rogers Communications Inc. | 5 | First Quarter 2025 |
|---|
Rogers Communications Inc.
Interim Condensed Consolidated Statements of Cash Flows
(In millions of Canadian dollars, unaudited)
| Three months ended March 31 | |||
|---|---|---|---|
| Note | 2025 | 2024 | |
| Operating activities: | |||
| Net income for the period | 280 | 256 | |
| Adjustments to reconcile net income to cash provided by operating activities: | |||
| Depreciation and amortization | 1,166 | 1,149 | |
| Program rights amortization | 19 | 16 | |
| Finance costs | 8 | 579 | 580 |
| Income tax expense | 100 | 79 | |
| Post-employment benefits contributions, net of expense | 17 | 15 | |
| Income from associates and joint ventures | 9 | (2) | (1) |
| Other | 3 | 4 | |
| Cash provided by operating activities before changes in net operating assets and liabilities, income taxes paid, and interest paid | 2,162 | 2,098 | |
| Change in net operating assets and liabilities | 21 | (83) | (289) |
| Income taxes paid | (188) | (74) | |
| Interest paid | (595) | (555) | |
| Cash provided by operating activities | 1,296 | 1,180 | |
| Investing activities: | |||
| Capital expenditures | (978) | (1,058) | |
| Additions to program rights | (24) | (13) | |
| Changes in non-cash working capital related to capital expenditures and intangible assets | 12 | 87 | |
| Acquisitions and other strategic transactions, net of cash acquired | — | (95) | |
| Other | 1 | 13 | |
| Cash used in investing activities | (989) | (1,066) | |
| Financing activities: | |||
| Net (repayment of) proceeds received from short-term borrowings | 14 | (853) | 1,304 |
| Net issuance (repayment) of long-term debt | 15 | 2,602 | (1,108) |
| Net proceeds (payments) on settlement of debt derivatives | 11 | 83 | (2) |
| Transaction costs incurred | 15 | (38) | (42) |
| Principal payments of lease liabilities | 16 | (133) | (112) |
| Dividends paid | 17 | (185) | (190) |
| Other | (1) | — | |
| Cash provided by (used in) financing activities | 1,475 | (150) | |
| Change in cash and cash equivalents | 1,782 | (36) | |
| Cash and cash equivalents, beginning of period | 898 | 800 | |
| Cash and cash equivalents, end of period | 2,680 | 764 |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
| Rogers Communications Inc. | 6 | First Quarter 2025 |
|---|
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, businesses, the public sector, and wholesale providers. |
| 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 three months ended March 31, 2025, 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.
Our operating results are subject to seasonal fluctuations that materially impact quarter-to-quarter operating results and thus, one quarter's operating results are not necessarily indicative of a subsequent quarter's operating results. These typical fluctuations are described in note 1 to our annual audited consolidated financial statements for the year ended December 31, 2024 (2024 financial statements).
Statement of Compliance
We prepared our interim condensed consolidated financial statements for the three months ended March 31, 2025 (first quarter 2025 interim financial statements) in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB), following the same accounting policies and methods of application as those disclosed in our 2024 financial statements. These first quarter 2025 interim financial statements were approved by RCI's Board of Directors (the Board) on April 22, 2025.
NOTE 2: MATERIAL ACCOUNTING POLICIES
Basis of Presentation
The notes presented in these first quarter 2025 interim financial statements include only material transactions and changes occurring for the three months since our year-end of December 31, 2024 and do not include all disclosures required by International Financial Reporting Standards (IFRS) as issued by the IASB for annual financial statements. These first quarter 2025 interim financial statements should be read in conjunction with the 2024 financial statements.
All dollar amounts are in Canadian dollars unless otherwise stated.
New Accounting Pronouncements Adopted in 2025
We did not adopt any accounting pronouncements or amendments this period.
Recent Accounting Pronouncements Not Yet Adopted
The IASB has not issued any new or amended accounting pronouncements in 2025.
| Rogers Communications Inc. | 7 | First Quarter 2025 |
|---|
NOTE 3: CAPITAL RISK MANAGEMENT
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 condensed 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 acquisition of Shaw Communications Inc. (Shaw, and the Shaw Transaction) on April 3, 2023, our adjusted net debt increased due to new debt associated with closing the transaction, the debt assumed from Shaw, and the use of restricted cash, and our debt leverage ratio increased correspondingly. 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 March 31, 2025 and December 31, 2024, we met our objectives for these metrics.
| As at<br>March 31 | As at<br>December 31 | |
|---|---|---|
| (In millions of dollars, except ratios) | 2025 | 2024 |
| Adjusted net debt 1 | 41,401 | 43,330 |
| Divided by: trailing 12-month adjusted EBITDA | 9,657 | 9,617 |
| Debt leverage ratio | 4.3 | 4.5 |
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.
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.
| Three months ended March 31 | |||
|---|---|---|---|
| (In millions of dollars) | Note | 2025 | 2024 |
| Adjusted EBITDA | 4 | 2,254 | 2,214 |
| Deduct: | |||
| Capital expenditures 1 | 978 | 1,058 | |
| Interest on borrowings, net and capitalized interest | 8 | 502 | 496 |
| Cash income taxes 2 | 188 | 74 | |
| Free cash flow | 586 | 586 |
1 Includes additions to property, plant and equipment net of proceeds on disposition, 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.
| Rogers Communications Inc. | 8 | First Quarter 2025 | |
|---|---|---|---|
| Three months ended March 31 | |||
| --- | --- | --- | --- |
| (In millions of dollars) | Note | 2025 | 2024 |
| Cash provided by operating activities | 1,296 | 1,180 | |
| Add (deduct): | |||
| Capital expenditures | (978) | (1,058) | |
| Interest on borrowings, net and capitalized interest | 8 | (502) | (496) |
| Interest paid | 595 | 555 | |
| Restructuring, acquisition and other | 7 | 127 | 142 |
| Program rights amortization | (19) | (16) | |
| Change in net operating assets and liabilities | 21 | 83 | 289 |
| Other adjustments 1 | (16) | (10) | |
| Free cash flow | 586 | 586 |
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.
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 of 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 March 31, 2025 and December 31, 2024, 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, letter of credit facilities, and short-term borrowings, including our receivables securitization program and our US dollar-denominated commercial paper (US CP) program.
| As at March 31, 2025 | Total sources | Drawn | Letters of credit | Net available | |
|---|---|---|---|---|---|
| (In millions of dollars) | Note | ||||
| Cash and cash equivalents | 2,680 | — | — | 2,680 | |
| Bank credit facilities 1: | |||||
| Revolving | 15 | 4,000 | — | 10 | 3,990 |
| Non-revolving | 14 | 500 | 500 | — | — |
| Outstanding letters of credit | 3 | — | 3 | — | |
| Receivables securitization 1 | 14 | 2,400 | 1,600 | — | 800 |
| Total | 9,583 | 2,100 | 13 | 7,470 |
1 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, 2024 | Total sources | Drawn | Letters of credit | US CP program 1 | Net available | |
|---|---|---|---|---|---|---|
| (In millions of dollars) | Note | |||||
| Cash and cash equivalents | 898 | — | — | — | 898 | |
| Bank credit facilities 2: | ||||||
| Revolving | 15 | 4,000 | — | 10 | 455 | 3,535 |
| Non-revolving | 14 | 500 | 500 | — | — | — |
| Outstanding letters of credit | 3 | — | 3 | — | — | |
| Receivables securitization 2 | 14 | 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.
| Rogers Communications Inc. | 9 | First Quarter 2025 |
|---|
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. During the three months ended March 31, 2025 and 2024, we borrowed $28 million and nil under this facility, respectively.
NOTE 4: SEGMENTED INFORMATION
Our reportable segments are Wireless, Cable, and Media. 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 revenues and costs. We follow the same accounting policies for our segments as those described in note 2 of our 2024 financial statements. Segment results include items directly attributable to a segment as well as those that have been allocated on a reasonable basis. We account for transactions between reportable segments in the same way we account for transactions with external parties, however eliminate them on consolidation.
The Chief Executive Officer and Chief Financial Officer of RCI are, collectively, our chief operating decision maker and regularly review our operations and performance by segment. 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. 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 (income) expense; and income tax expense.
Information by Segment
| Three months ended March 31, 2025 | Note | Wireless | Cable | Media | Corporate items and eliminations | Consolidated<br>totals | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions of dollars) | ||||||||||||||
| Revenue from external customers | 5 | 2,521 | 1,918 | 517 | 20 | 4,976 | ||||||||
| Revenue from internal customers | 23 | 17 | 79 | (119) | — | |||||||||
| Total revenue | 2,544 | 1,935 | 596 | (99) | 4,976 | |||||||||
| Operating costs | 6 | 1,233 | 827 | 663 | (1) | 2,722 | ||||||||
| Adjusted EBITDA | 1,311 | 1,108 | (67) | (98) | 2,254 | |||||||||
| Depreciation and amortization | 1,166 | |||||||||||||
| Restructuring, acquisition and other | 7 | 127 | ||||||||||||
| Finance costs | 8 | 579 | ||||||||||||
| Other expense | 9 | 2 | ||||||||||||
| Income before income taxes | 380 | Three months ended March 31, 2024 | Note | Wireless | Cable | Media | Corporate items and eliminations | Consolidated<br>totals | ||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||
| (In millions of dollars) | ||||||||||||||
| Revenue from external customers | 5 | 2,518 | 1,947 | 415 | 21 | 4,901 | ||||||||
| Revenue from internal customers | 10 | 12 | 64 | (86) | — | |||||||||
| Total revenue | 2,528 | 1,959 | 479 | (65) | 4,901 | |||||||||
| Operating costs | 6 | 1,244 | 859 | 582 | 2 | 2,687 | ||||||||
| Adjusted EBITDA | 1,284 | 1,100 | (103) | (67) | 2,214 | |||||||||
| Depreciation and amortization | 1,149 | |||||||||||||
| Restructuring, acquisition and other | 7 | 142 | ||||||||||||
| Finance costs | 8 | 580 | ||||||||||||
| Other expense | 9 | 8 | ||||||||||||
| Income before income taxes | 335 | |||||||||||||
| Rogers Communications Inc. | 10 | First Quarter 2025 | ||||||||||||
| --- | --- | --- |
NOTE 5: REVENUE
| Three months ended March 31 | ||
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Wireless | ||
| Service revenue from external customers | 2,003 | 1,986 |
| Service revenue from internal customers | 23 | 10 |
| Service revenue | 2,026 | 1,996 |
| Equipment revenue from external customers | 518 | 532 |
| Total Wireless | 2,544 | 2,528 |
| Cable | ||
| Service revenue from external customers | 1,907 | 1,935 |
| Service revenue from internal customers | 17 | 12 |
| Service revenue | 1,924 | 1,947 |
| Equipment revenue from external customers | 11 | 12 |
| Total Cable | 1,935 | 1,959 |
| Media | ||
| Revenue from external customers | 517 | 415 |
| Revenue from internal customers | 79 | 64 |
| Total Media | 596 | 479 |
| Corporate items | ||
| Revenue from external customers | 20 | 21 |
| Revenue from internal customers | 8 | 1 |
| Total corporate items | 28 | 22 |
| Intercompany eliminations | (127) | (87) |
| Total revenue | 4,976 | 4,901 |
| Total service revenue | 4,447 | 4,357 |
| Total equipment revenue | 529 | 544 |
| Total revenue | 4,976 | 4,901 |
NOTE 6: OPERATING COSTS
| Three months ended March 31 | ||
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Cost of equipment sales | 517 | 550 |
| Merchandise for resale | 42 | 44 |
| Other external purchases | 1,646 | 1,543 |
| Employee salaries, benefits, and stock-based compensation | 517 | 550 |
| Total operating costs | 2,722 | 2,687 |
| Rogers Communications Inc. | 11 | First Quarter 2025 |
| --- | --- | --- |
NOTE 7: RESTRUCTURING, ACQUISITION AND OTHER
| Three months ended March 31 | ||
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Restructuring, acquisition and other excluding Shaw Transaction-related costs | 90 | 112 |
| Shaw Transaction-related costs | 37 | 30 |
| Total restructuring, acquisition and other | 127 | 142 |
The restructuring, acquisition and other costs excluding Shaw Transaction-related costs in 2024 and 2025 primarily include severance and other departure-related costs associated with the targeted restructuring of our employee base and costs related to real estate rationalization programs. In 2025, these costs also include costs related to the network transaction (see note 22).
The Shaw Transaction-related costs in 2024 and 2025 consisted of incremental costs supporting integration activities related to the Shaw Transaction.
NOTE 8: FINANCE COSTS
| Three months ended March 31 | |||
|---|---|---|---|
| (In millions of dollars) | Note | 2025 | 2024 |
| Interest on borrowings, net 1 | 511 | 508 | |
| Interest on lease liabilities | 16 | 36 | 35 |
| Interest on post-employment benefits liability | (2) | (2) | |
| (Gain) loss on foreign exchange | (11) | 109 | |
| Change in fair value of derivative instruments | 13 | (98) | |
| Capitalized interest | (9) | (12) | |
| Deferred transaction costs and other | 41 | 40 | |
| Total finance costs | 579 | 580 |
1Interest on borrowings, net includes interest on short-term borrowings and on long-term debt.
NOTE 9: OTHER EXPENSE
| Three months ended March 31 | |||
|---|---|---|---|
| (In millions of dollars) | Note | 2025 | 2024 |
| Income from associates and joint ventures | 13 | (2) | (1) |
| Other losses | 4 | 9 | |
| Total other expense | 2 | 8 | |
| Rogers Communications Inc. | 12 | First Quarter 2025 | |
| --- | --- | --- |
NOTE 10: EARNINGS PER SHARE
| Three months ended March 31 | ||
|---|---|---|
| (In millions of dollars, except per share amounts) | 2025 | 2024 |
| Numerator (basic) - Net income for the period | 280 | 256 |
| Denominator - Number of shares (in millions): | ||
| Weighted average number of shares outstanding - basic | 538 | 531 |
| Effect of dilutive securities (in millions): | ||
| Employee stock options and restricted share units | 1 | 2 |
| Weighted average number of shares outstanding - diluted | 539 | 533 |
| Earnings per share: | ||
| Basic | $0.52 | $0.48 |
| Diluted | $0.50 | $0.46 |
For the three months ended March 31, 2025 and 2024, 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 three months ended March 31, 2025 was reduced by $8 million (2024 - $13 million) in the diluted earnings per share calculation.
A total of 9,517,854 options were out of the money for the three months ended March 31, 2025 (2024 - 8,912,494). These options were excluded from the calculation of the effect of dilutive securities because they were anti-dilutive.
NOTE 11: FINANCIAL INSTRUMENTS
Derivative Instruments
We use derivative instruments to manage financial risks related to our business activities. These include debt derivatives, interest rate derivatives, expenditure derivatives, and equity derivatives. We only use derivatives to manage risk and not for speculative purposes.
All of our currently outstanding debt derivatives related to our senior notes, senior debentures, subordinated notes, and lease liabilities, as well as our expenditure derivatives have been designated as hedges for accounting purposes.
Debt derivatives
We use cross-currency interest rate exchange agreements, forward cross-currency interest rate exchange agreements, and foreign currency forward contracts (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 (see note 15). 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.
Below is a summary of the debt derivatives we entered into and settled related to our credit facility borrowings and US CP program during the three months ended March 31, 2025 and 2024.
| Three months ended March 31, 2025 | Three months ended March 31, 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (In millions of dollars, except exchange rates) | Notional<br><br>(US$) | Exchange<br><br>rate | Notional<br><br>(Cdn$) | Notional<br><br>(US$) | Exchange<br><br>rate | Notional<br><br>(Cdn$) | ||||
| Credit facilities | ||||||||||
| Debt derivatives entered | 3,142 | 1.433 | 4,503 | 5,707 | 1.344 | 7,668 | ||||
| Debt derivatives settled | 3,144 | 1.430 | 4,497 | 8,024 | 1.345 | 10,794 | ||||
| Net cash paid on settlement | (17) | (1) | ||||||||
| US commercial paper program | ||||||||||
| Debt derivatives entered | 299 | 1.435 | 429 | 839 | 1.348 | 1,131 | ||||
| Debt derivatives settled | 613 | 1.431 | 877 | 646 | 1.350 | 872 | ||||
| Net cash received (paid) on settlement | 2 | (1) | Rogers Communications Inc. | 13 | First Quarter 2025 | |||||
| --- | --- | --- |
As at March 31, 2025, we had US$1,046 million and US$nil notional amount of debt derivatives outstanding relating to our credit facility borrowings and US CP program (December 31, 2024 - US$1,048 million and US$314 million) at an average rate of $1.431/US$ (December 31, 2024 - $1.439/US$) and nil/US$ (December 31, 2024 - $1.423/US$), respectively.
Senior and subordinated notes
Below is a summary of the debt derivatives we entered into related to senior and subordinated notes during the three months ended March 31, 2025 and 2024.
| (In millions of dollars, except interest rates) | |||||
|---|---|---|---|---|---|
| US | Hedging effect | ||||
| Effective date | Principal/Notional amount (US$) | Maturity date | Fixed hedged (Cdn) interest rate 1 | Equivalent (Cdn$) | |
| 2025 issuances | |||||
| February 12, 2025 | 1,100 | 2055 | % | 5.440 | 1,575 |
| February 12, 2025 | 1,000 | 2055 | % | 5.862 | 1,432 |
| 2024 issuances | |||||
| February 9, 2024 | 1,250 | 2029 | % | 4.735 | 1,684 |
| February 9, 2024 | 1,250 | 2034 | % | 5.107 | 1,683 |
All values are in US Dollars.
1 Converting from a fixed US$ coupon rate to a weighted average Cdn$ fixed rate.
As at March 31, 2025, we had US$18,350 million (December 31, 2024 - US$17,250 million) in US dollar-denominated senior notes, debentures, and subordinated notes, of which all of the associated foreign exchange risk had been hedged using debt derivatives, at an average rate of $1.286/US$ (December 31, 2024 - $1.272/US$).
In March 2025, we repaid the entire outstanding principal amount of our US$1 billion 2.95% senior notes and the associated debt derivatives at maturity, resulting in $95 million received on settlement of the associated debt derivatives.
Lease liabilities
Below is a summary of the debt derivatives we entered into and settled related to our outstanding lease liabilities for the three months ended March 31, 2025 and 2024.
| Three months ended March 31, 2025 | Three months ended March 31, 2024 | |||||
|---|---|---|---|---|---|---|
| (In millions of dollars, except exchange rates) | Notional<br><br>(US$) | Exchange rate | Notional<br>(Cdn$) | Notional<br><br>(US$) | Exchange<br><br>rate | Notional<br><br>(Cdn$) |
| Debt derivatives entered | 59 | 1.390 | 82 | 77 | 1.351 | 104 |
| Debt derivatives settled | 59 | 1.356 | 80 | 48 | 1.313 | 63 |
As at March 31, 2025, we had US$416 million notional amount of debt derivatives outstanding relating to our outstanding lease liabilities (December 31, 2024 - US$416 million) with terms to maturity ranging from April 2025 to March 2028 (December 31, 2024 - January 2025 to December 2027), at an average rate of $1.357/US$ (December 31, 2024 - $1.349/US$).
Expenditure derivatives
We use foreign currency forward contracts (expenditure derivatives) to manage the foreign exchange risk in our operations, designating them as hedges for accounting purposes for certain of our forecast operational and capital expenditures.
Below is a summary of the expenditure derivatives we entered into and settled during the three months ended March 31, 2025 and 2024.
| Three months ended March 31, 2025 | Three months ended March 31, 2024 | |||||
|---|---|---|---|---|---|---|
| (In millions of dollars, except exchange rates) | Notional<br><br>(US$) | Exchange<br><br>rate | Notional<br><br>(Cdn$) | Notional<br><br>(US$) | Exchange<br><br>rate | Notional<br><br>(Cdn$) |
| Expenditure derivatives entered | 210 | 1.395 | 293 | 90 | 1.311 | 118 |
| Expenditure derivatives settled | 285 | 1.337 | 381 | 285 | 1.326 | 378 |
As at March 31, 2025, we had US$1,515 million notional amount of expenditure derivatives outstanding (December 31, 2024 - US$1,590 million) with terms to maturity ranging from April 2025 to December 2026 (December 31, 2024 - January 2025 to December 2026), at an average rate of $1.344/US$ (December 31, 2024 - $1.336/US$).
| Rogers Communications Inc. | 14 | First Quarter 2025 |
|---|
Equity derivatives
We use total return swaps (equity derivatives) to hedge the market price appreciation risk of the RCI Class B Non-Voting common shares (Class B Non-Voting Shares) granted under our stock-based compensation programs. The equity derivatives have not been designated as hedges for accounting purposes.
As at March 31, 2025, we had equity derivatives outstanding for 6.0 million (December 31, 2024 - 6.0 million) Class B Non-Voting Shares with a weighted average price of $53.27 (December 31, 2024 - $53.27).
In April 2025, we reset the pricing on 2.3 million existing equity derivatives, resulting in a net payment of $38 million. We also executed extension agreements on all equity derivative contracts under substantially the same commitment terms and conditions with revised expiry dates to April 2026 (from April 2025). The weighted average cost was adjusted to $46.96 per share.
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.
| Three months ended March 31 | ||
|---|---|---|
| (In millions of dollars, except exchange rates) | 2025 | 2024 |
| Credit facilities | (17) | (1) |
| US commercial paper program | 2 | (1) |
| Senior and subordinated notes | 95 | — |
| Lease liabilities | 3 | — |
| Net proceeds (payments) on settlement of debt derivatives and forward contracts | 83 | (2) |
Fair Values of Financial Instruments
The carrying value 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 nature of these financial instruments. The carrying value of our lease liabilities approximates their fair value because the discount rate used to calculate them approximates our current borrowing rate. 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 using 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 those 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 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 financial instruments in Level 1 as at March 31, 2025 or December 31, 2024. There were no transfers between Level 1, Level 2, or Level 3 during the three months ended March 31, 2025 or 2024.
| Rogers Communications Inc. | 15 | First Quarter 2025 |
|---|
Below is a summary of our financial instruments carried at fair value as at March 31, 2025 and December 31, 2024.
| Carrying value | Fair value (Level 2) | Fair value (Level 3) | |||||
|---|---|---|---|---|---|---|---|
| As at<br>Mar. 31 | As at<br>Dec. 31 | As at<br>Mar. 31 | As at<br>Dec. 31 | As at<br>Mar. 31 | As at<br>Dec. 31 | ||
| (In millions of dollars) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
| Financial assets | |||||||
| Investments, measured at FVTOCI: | |||||||
| Investments in private companies | 107 | 128 | — | — | 107 | 128 | |
| Held-for-trading: | |||||||
| Debt derivatives accounted for as cash flow hedges | 1,247 | 1,194 | 1,247 | 1,194 | — | — | |
| Debt derivatives not accounted for as hedges | 7 | 7 | 7 | 7 | — | — | |
| Expenditure derivatives accounted for as cash flow hedges | 115 | 132 | 115 | 132 | — | — | |
| Total financial assets | 1,476 | 1,461 | 1,369 | 1,333 | 107 | 128 | |
| Financial liabilities | |||||||
| Long-term debt (including current portion) | 44,452 | 41,896 | 42,717 | 39,765 | — | — | |
| Held-for-trading: | |||||||
| Debt derivatives accounted for as cash flow hedges | 764 | 842 | 764 | 842 | — | — | |
| Debt derivatives not accounted for as hedges | — | 2 | — | 2 | — | — | |
| Expenditure derivatives accounted for as cash flow hedges | 16 | — | 16 | — | — | — | |
| Equity derivatives not accounted as hedges | 89 | 54 | 89 | 54 | — | — | |
| Total financial liabilities | 45,321 | 42,794 | 43,586 | 40,663 | — | — |
NOTE 12: FINANCING RECEIVABLES
Financing receivables represent amounts owed to us under device or accessory financing agreements that have not yet been billed. Our financing receivable balances are included in "accounts receivable" (when they are to be billed and collected within twelve months) and "financing receivables" on our interim condensed consolidated statements of financial position. Below is a breakdown of our financing receivable balances.
| As at<br>March 31 | As at<br>December 31 | |
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Current financing receivables | 2,308 | 2,341 |
| Long-term financing receivables | 1,131 | 1,189 |
| Total financing receivables | 3,439 | 3,530 |
NOTE 13: INVESTMENTS
| As at<br>March 31 | As at<br><br>December 31 | |
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Investments in private companies, measured at FVTOCI | 107 | 128 |
| Investments, associates and joint ventures | 489 | 487 |
| Total investments | 596 | 615 |
| Rogers Communications Inc. | 16 | First Quarter 2025 |
| --- | --- | --- |
NOTE 14: SHORT-TERM BORROWINGS
Below is a summary of our short-term borrowings as at March 31, 2025 and December 31, 2024.
| As at<br>March 31 | As at<br><br>December 31 | |
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Receivables securitization program | 1,600 | 2,000 |
| US commercial paper program (net of the discount on issuance) | — | 452 |
| Non-revolving credit facility borrowings (net of the discount on issuance) | 502 | 507 |
| Total short-term borrowings | 2,102 | 2,959 |
Below is a summary of the activity relating to our short-term borrowings for the three months ended March 31, 2025 and 2024.
| Three months ended <br>March 31, 2025 | Three months ended <br>March 31, 2024 | |||||
|---|---|---|---|---|---|---|
| (In millions of dollars, except exchange rates) | Notional (US$) | Exchange rate | Notional (Cdn$) | Notional (US$) | Exchange rate | Notional (Cdn$) |
| Proceeds received from receivables securitization | — | 800 | ||||
| Repayment of receivables securitization | (400) | — | ||||
| Net (repayment of) proceeds received from receivables securitization | (400) | 800 | ||||
| Proceeds received from US commercial paper | 299 | 1.435 | 429 | 839 | 1.348 | 1,131 |
| Repayment of US commercial paper | (616) | 1.430 | (881) | (649) | 1.350 | (876) |
| Net (repayment of) proceeds received from US commercial paper | (452) | 255 | ||||
| Proceeds received from non-revolving credit facilities (US$) 1 | 1,045 | 1.433 | 1,497 | 185 | 1.346 | 249 |
| Repayment of non-revolving credit facilities (US$) 1 | (1,048) | 1.429 | (1,498) | — | — | — |
| Net (repayment of) proceeds received from non-revolving credit facilities | (1) | 249 | ||||
| Net (repayment of) proceeds received from short-term borrowings | (853) | 1,304 |
1 Borrowings under our non-revolving facility mature and are reissued regularly, such that until repaid, we maintain net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.
Receivables Securitization Program
Below is a summary of our receivables securitization program as at March 31, 2025 and December 31, 2024.
| As at<br>March 31 | As at<br><br>December 31 | |
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Receivables sold to buyer as security | 3,457 | 3,186 |
| Short-term borrowings from buyer | (1,600) | (2,000) |
| Overcollateralization | 1,857 | 1,186 |
| Rogers Communications Inc. | 17 | First Quarter 2025 |
| --- | --- | --- |
Below is a summary of the activity related to our receivables securitization program for the three months ended March 31, 2025 and 2024.
| Three months ended March 31 | ||
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Receivables securitization program, beginning of period | 2,000 | 1,600 |
| Net (repayment of) proceeds received from receivables securitization | (400) | 800 |
| Receivables securitization program, end of period | 1,600 | 2,400 |
US Commercial Paper Program
Below is a summary of the activity relating to our US CP program for the three months ended March 31, 2025 and 2024.
| Three months ended<br> March 31, 2025 | Three months ended <br>March 31, 2024 | |||||
|---|---|---|---|---|---|---|
| (In millions of dollars, except exchange rates) | Notional (US$) | Exchange rate | Notional (Cdn$) | Notional (US$) | Exchange rate | Notional (Cdn$) |
| US commercial paper program, beginning of period | 314 | 1.439 | 452 | 113 | 1.327 | 150 |
| Net (repayment of) proceeds received from US commercial paper | (317) | 1.426 | (452) | 190 | 1.342 | 255 |
| Discounts on issuance 1 | 3 | n/m | 4 | 3 | n/m | 4 |
| (Gain) loss on foreign exchange 1 | (4) | 6 | ||||
| US commercial paper program, end of period | — | — | — | 306 | 1.356 | 415 |
n/m - not meaningful
1 Included in finance costs.
Concurrent with the commercial paper issuances, 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 11). We have not designated these debt derivatives as hedges for accounting purposes.
Non-Revolving Credit Facility
Below is a summary of the activity relating to our non-revolving credit facilities for the three months ended March 31, 2025 and 2024.
| Three months ended March 31 | ||
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Non-revolving credit facility, beginning of period | 507 | — |
| Net (repayment of) proceeds received from non-revolving credit facilities | (1) | 249 |
| (Gain) loss on foreign exchange 1 | (4) | 2 |
| Non-revolving credit facility, end of period | 502 | 251 |
1 Included in finance costs.
In March 2024, we borrowed US$185 million under our non-revolving facility maturing in July 2025.
Concurrent with our US dollar-denominated borrowings under our credit facilities, we entered into debt derivatives to hedge the foreign currency risk associated with the principal and interest components of the borrowings.
| Rogers Communications Inc. | 18 | First Quarter 2025 |
|---|
NOTE 15: LONG-TERM DEBT
| Principal<br>amount | Interest<br>rate | As at<br>March 31 | As at <br>December 31 | |||||
|---|---|---|---|---|---|---|---|---|
| (In millions of dollars, except interest rates) | Due date | 2025 | 2024 | |||||
| Term loan facility | Floating | 1,002 | 1,001 | |||||
| Canada Infrastructure Bank credit facility | 2052 | 1.000 | % | 92 | 64 | |||
| Senior notes | 2025 | US | 1,000 | 2.950 | % | — | 1,439 | |
| Senior notes | 2025 | 1,250 | 3.100 | % | 1,250 | 1,250 | ||
| Senior notes | 2025 | US | 700 | 3.625 | % | 1,007 | 1,007 | |
| Senior notes | 2026 | 500 | 5.650 | % | 500 | 500 | ||
| Senior notes | 2026 | US | 500 | 2.900 | % | 719 | 718 | |
| 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 | % | 1,869 | 1,871 | |
| 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 | % | 1,797 | 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 | % | 2,875 | 2,878 | |
| Senior notes | 2032 | 1,000 | 4.250 | % | 1,000 | 1,000 | ||
| Senior debentures 2 | 2032 | US | 200 | 8.750 | % | 288 | 288 | |
| Senior notes | 2033 | 1,000 | 5.900 | % | 1,000 | 1,000 | ||
| Senior notes | 2034 | US | 1,250 | 5.300 | % | 1,797 | 1,799 | |
| Senior notes | 2038 | US | 350 | 7.500 | % | 503 | 504 | |
| 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 | % | 1,078 | 1,079 | |
| Senior notes | 2043 | US | 500 | 4.500 | % | 719 | 719 | |
| Senior notes | 2043 | US | 650 | 5.450 | % | 934 | 935 | |
| Senior notes | 2044 | US | 1,050 | 5.000 | % | 1,509 | 1,511 | |
| Senior notes | 2048 | US | 750 | 4.300 | % | 1,078 | 1,079 | |
| Senior notes 1 | 2049 | 300 | 4.250 | % | 300 | 300 | ||
| Senior notes | 2049 | US | 1,250 | 4.350 | % | 1,797 | 1,799 | |
| Senior notes | 2049 | US | 1,000 | 3.700 | % | 1,438 | 1,439 | |
| Senior notes | 2052 | US | 2,000 | 4.550 | % | 2,875 | 2,878 | |
| Senior notes | 2052 | 1,000 | 5.250 | % | 1,000 | 1,000 | ||
| Subordinated notes 3 | 2055 | US | 1,100 | 7.000 | % | 1,581 | — | |
| Subordinated notes 4 | 2055 | US | 1,000 | 7.125 | % | 1,438 | — | |
| Subordinated notes 3 | 2055 | 1,000 | 5.625 | % | 1,000 | — | ||
| Subordinated notes 3 | 2081 | 2,000 | 5.000 | % | 2,000 | 2,000 | ||
| Subordinated notes 3 | 2082 | US | 750 | 5.250 | % | 1,078 | 1,079 | |
| 45,474 | 42,886 | |||||||
| Deferred transaction costs and discounts | (966) | (951) | ||||||
| Deferred government grant liability | (56) | (39) | ||||||
| Less current portion | (2,256) | (3,696) | ||||||
| Total long-term debt | 42,196 | 38,200 |
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 March 31, 2025 and December 31, 2024.
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 March 31, 2025 and December 31, 2024.
3 The subordinated notes can be redeemed at par on the respective five-year anniversary from issuance dates of December 2021, February 2022, and February 2025 or on any subsequent interest payment date.
4 The subordinated notes can be redeemed at par on the ten-year anniversary from the issuance date of February 2025 or on any subsequent interest payment date.
| Rogers Communications Inc. | 19 | First Quarter 2025 |
|---|
The tables below summarize the activity relating to our long-term debt for the three months ended March 31, 2025 and 2024.
| Three months ended March 31, 2024 | |||||
|---|---|---|---|---|---|
| (In millions of dollars, except exchange rates) | Exchange rate | Notional (Cdn$) | Notional (US$) | Exchange rate | Notional (Cdn$) |
| Credit facility borrowings (Cdn) | 28 | — | |||
| Total credit facility borrowings | 28 | — | |||
| Term loan facility net borrowings (US) | n/m | 6 | — | — | — |
| Term loan facility net repayments (US) | — | — | (2,502) | 1.349 | (3,375) |
| Net borrowings (repayments) under term loan facility | 6 | (3,375) | |||
| Senior note issuances (US) | — | — | 2,500 | 1.347 | 3,367 |
| Total issuances of senior notes | — | 3,367 | |||
| Senior note repayments (Cdn) | — | (1,100) | |||
| Senior note repayments (US) | 1.439 | (1,439) | — | — | — |
| Total senior notes repayments | (1,439) | (1,100) | |||
| Net (repayment) issuance of senior notes | (1,439) | 2,267 | |||
| Subordinated note issuances (Cdn) | 1,000 | — | |||
| Subordinated note issuances (US) | 1.432 | 3,007 | — | — | — |
| Total issuances of subordinated notes | 4,007 | — | |||
| Net issuance of subordinated notes | 4,007 | — | |||
| Net issuance (repayment) of long-term debt | 2,602 | (1,108) |
All values are in US Dollars.
| Three months ended March 31 | ||
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Long-term debt, beginning of period | 41,896 | 40,855 |
| Net issuance (repayment) of long-term debt | 2,602 | (1,108) |
| Increase in government grant liability related to Canada Infrastructure Bank facility | (17) | — |
| (Gain) loss on foreign exchange | (14) | 588 |
| Deferred transaction costs incurred | (51) | (50) |
| Amortization of deferred transaction costs | 36 | 35 |
| Long-term debt, end of period | 44,452 | 40,320 |
| Rogers Communications Inc. | 20 | First Quarter 2025 |
| --- | --- | --- |
Senior and Subordinated Notes
Issuance of senior notes and subordinated and related debt derivatives
Below is a summary of the senior and subordinated notes we issued during the three months ended March 31, 2025 and 2024.
| (In millions of dollars, except interest rates and discounts) | Discount/ premium at issuance | Total gross<br><br><br><br>proceeds 1 (Cdn$) | Transaction costs and<br><br>discounts 2 (Cdn$) | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Date issued | Principal amount | Due date | Interest rate | ||||||
| 2025 issuances | |||||||||
| February 12, 2025 (subordinated) 3 | US | 1,100 | 2055 | 7.000 | % | 100.000 | % | 1,575 | 21 |
| February 12, 2025 (subordinated) 3 | US | 1,000 | 2055 | 7.125 | % | 100.000 | % | 1,432 | 19 |
| February 12, 2025 (subordinated) 3 | 1,000 | 2055 | 5.625 | % | 99.983 | % | 1,000 | 11 | |
| 2024 issuances | |||||||||
| February 9, 2024 (senior) | US | 1,250 | 2029 | 5.000 | % | 99.714 | % | 1,684 | 20 |
| February 9, 2024 (senior) | US | 1,250 | 2034 | 5.300 | % | 99.119 | % | 1,683 | 30 |
1 Gross proceeds before transaction costs, discounts, and premiums.
2 Transaction costs, discounts, and premiums are included as deferred transaction costs and discounts in the carrying value of the long-term debt, and recognized in net income using the effective interest method.
3 Deferred transaction costs and discounts (if any) in the carrying value of the subordinated notes are recognized in net income using the effective interest method. The three issuances of subordinated notes due 2055 can be redeemed at par on February 15, 2030, February 15, 2035, and February 15, 2030, respectively, or on any subsequent interest payment date.
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.
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 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). We used the proceeds from this issuance to repay $3.4 billion of our term loan facility such that only $1 billion remains outstanding under the April 2026 tranche.
Repayment of senior notes and related derivative settlements
2025
In March 2025, we repaid the entire outstanding principal of our US$1 billion 2.95% senior notes and settled the associated debt derivatives at maturity. As a result, we repaid $1,344 million, including $95 million received on settlement of the associated debt derivatives. In April 2025, we repaid the entire outstanding principal of our $1.25 billion 3.10% senior notes at maturity. There were no derivatives associated with these senior notes.
2024
In January 2024, we repaid the entire outstanding principal of our $500 million 4.35% senior notes at maturity. In March 2024, we repaid the entire outstanding principal of our $600 million 4.00% senior notes at maturity. There were no derivatives associated with these senior notes.
| Rogers Communications Inc. | 21 | First Quarter 2025 |
|---|
NOTE 16: LEASES
Below is a summary of the activity related to our lease liabilities for the three months ended March 31, 2025 and 2024.
| Three months ended March 31 | ||
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Lease liabilities, beginning of period | 2,778 | 2,593 |
| Net additions | 150 | 186 |
| Interest on lease liabilities | 36 | 35 |
| Interest payments on lease liabilities | (33) | (35) |
| Principal payments of lease liabilities | (133) | (112) |
| Lease liabilities, end of period | 2,798 | 2,667 |
NOTE 17: SHAREHOLDERS' EQUITY
Dividends
Below is a summary of the dividends we declared and paid on our outstanding RCI Class A Voting common shares (Class A Shares) and Class B Non-Voting Shares in 2025 and 2024.
| Dividends paid (in millions of dollars) | Number of Class B<br><br>Non-Voting<br><br>Shares issued<br><br>(in thousands) 1 | ||||||
|---|---|---|---|---|---|---|---|
| Declaration date | Record date | Payment date | Dividend per<br><br>share (dollars) | In cash | In Class B<br><br>Non-Voting<br><br>Shares | Total | |
| January 29, 2025 | March 10, 2025 | April 2, 2025 | 0.50 | 188 | 81 | 269 | 2,181 |
| 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 |
1 Class B Non-Voting Shares were issued as partial settlement of our quarterly dividend payable on the payment date under the terms of our dividend reinvestment plan (DRIP).
On April 22, 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 July 3, 2025, to shareholders of record on June 9, 2025.
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 five cents per share.
NOTE 18: STOCK-BASED COMPENSATION
Below is a summary of our stock-based compensation expense, which is included in net income, for the three months ended March 31, 2025 and 2024.
| Three months ended March 31 | ||
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Stock options | (9) | (26) |
| Restricted share units | 3 | 3 |
| Deferred share units | (2) | (4) |
| Equity derivative effect, net of interest receipt | 24 | 39 |
| Total stock-based compensation expense | 16 | 12 |
As at March 31, 2025, we had a total liability recognized at its fair value of $64 million (December 31, 2024 - $103 million) related to stock-based compensation, including stock options, restricted share units (RSUs), and deferred share units (DSUs).
| Rogers Communications Inc. | 22 | First Quarter 2025 |
|---|
During the three months ended March 31, 2025, we paid $26 million (2024 - $41 million) to holders of stock options, RSUs, and DSUs upon exercise using the cash settlement feature.
Stock Options
Below is a summary of the activity related to stock option plans, including performance options, for the three months ended March 31, 2025 and 2024.
| Three months ended<br> March 31, 2025 | ||||
|---|---|---|---|---|
| (in number of units, except prices) | Number of options | Weighted averageexercise price | Number of options | Weighted average<br>exercise price |
| Outstanding, beginning of period | 9,707,847 | 63.89 | 10,593,645 | $63.87 |
| Granted | 2,687,103 | 40.37 | 353,105 | $61.39 |
| Exercised | — | — | (126,855) | $53.75 |
| Forfeited | (189,993) | 58.26 | (123,982) | $64.59 |
| Outstanding, end of period | 12,204,957 | 58.80 | 10,695,913 | $63.90 |
| Exercisable, end of period | 6,877,328 | 63.96 | 5,875,485 | $63.36 |
All values are in US Dollars.
We did not grant any performance stock options during the three months ended March 31, 2025 (2024 - nil).
Unrecognized stock-based compensation expense related to stock option plans was $7 million as at March 31, 2025 (December 31, 2024 - $1 million) and will be recognized in net income within periods of up to the next four years as the options vest.
Restricted Share Units
Below is a summary of the activity related to RSUs outstanding, including performance RSUs, for the three months ended March 31, 2025 and 2024.
| Three months ended March 31 | ||
|---|---|---|
| (in number of units) | 2025 | 2024 |
| Outstanding, beginning of period | 2,448,224 | 2,551,728 |
| Granted and reinvested dividends | 1,761,246 | 1,007,788 |
| Exercised | (540,680) | (644,319) |
| Forfeited | (56,739) | (181,614) |
| Outstanding, end of period | 3,612,051 | 2,733,583 |
Included in the above table are grants of 291,067 performance RSUs to certain key employees during the three months ended March 31, 2025 (2024 - 378,296).
Unrecognized stock-based compensation expense related to these RSUs was $68 million as at March 31, 2025 (December 31, 2024 - $35 million) and will be recognized in net income within periods of up to the next three years as the RSUs vest.
| Rogers Communications Inc. | 23 | First Quarter 2025 |
|---|
Deferred Share Unit Plan
Below is a summary of the activity related to DSUs outstanding, including performance DSUs, for the three months ended March 31, 2025 and 2024.
| Three months ended March 31 | ||
|---|---|---|
| (in number of units) | 2025 | 2024 |
| Outstanding, beginning of period | 908,678 | 956,410 |
| Granted and reinvested dividends | 206,257 | 200,546 |
| Exercised | (70,771) | (21,151) |
| Forfeited | (285) | (223) |
| Outstanding, end of period | 1,043,879 | 1,135,582 |
Included in the above table are grants of 1,269 performance DSUs to certain key executives during the three months ended March 31, 2025 (2024 - 1,512).
Unrecognized stock-based compensation expense related to granted DSUs was $10 million as at March 31, 2025 (December 31, 2024 - $5 million) and will be recognized in net income over the next three years as the executive DSUs vest. All other DSUs granted are fully vested.
NOTE 19: RELATED PARTY TRANSACTIONS
Controlling Shareholder
We enter into certain transactions with private companies controlled by the controlling shareholder of RCI, the Rogers Control 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 during the three months ended March 31, 2025 and 2024 were less than $1 million, respectively.
Transactions with Related Parties
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 the three months ended March 31, 2025 and 2024.
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 $3 million was recognized in net income and paid during the three months ended March 31, 2025 and 2024, respectively. We have also entered into certain other transactions with the Shaw Family Group. Total amounts paid to the Shaw Family Group during the three months ended March 31, 2025 were under $1 million.
In addition, we assumed a liability 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, $3 million of which was paid during the three months ended March 31, 2025. The remaining liability of $89 million is included in "accounts payable and accrued liabilities" (for the amount to be paid within the next twelve months) or "other long-term liabilities".
We recognized these transactions at the amounts agreed to by the related parties, which were also approved by the Audit and Risk Committee. The amounts owing for these services were unsecured, interest-free, and generally due for payment in cash within one month of the date of the transaction.
NOTE 20: COMMITMENTS
In April 2025, we renewed our agreement with the National Hockey League (NHL) for the national media rights to NHL games on all platforms in Canada through the 2037-38 season for a total committed spend of $11 billion over 12 years beginning in the 2026-27 season.
Further, as a result of entering into new contracts with various Toronto Blue Jays players in 2025, we have approximately US$700 million of incremental player contract commitments that will be settled over periods of up to the next 15 years.
| Rogers Communications Inc. | 24 | First Quarter 2025 |
|---|
NOTE 21: SUPPLEMENTAL CASH FLOW INFORMATION
Change in Net Operating Assets and Liabilities
| Three months ended March 31 | ||
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Accounts receivable, excluding financing receivables | 213 | 106 |
| Financing receivables | 92 | 12 |
| Contract assets | 8 | (7) |
| Inventories | 79 | (50) |
| Other current assets | (181) | (31) |
| Accounts payable and accrued liabilities | (353) | (410) |
| Contract and other liabilities | 59 | 91 |
| Total change in net operating assets and liabilities | (83) | (289) |
NOTE 22: SUBSIDIARY EQUITY INVESTMENT
On April 4, 2025, we announced we had entered into a definitive agreement with funds managed by Blackstone, backed by leading Canadian institutional investors, for a US$4.85 billion (approximately $7 billion) equity investment (the "network transaction"). Under the terms of the network transaction, Blackstone will acquire a non-controlling interest in a new Canadian subsidiary of Rogers that will own a portion of our wireless network. We will control the subsidiary and its results will therefore be included in our consolidated financial statements once the network transaction closes.
Following the closing of the network transaction, Blackstone will hold a 49.9% equity interest (with a 20% voting interest) in the subsidiary and we will hold a 50.1% equity interest (with an 80% voting interest) in the subsidiary. Provided our debt leverage ratio is not greater than 3.25x, at any time between the eighth and twelfth anniversaries of closing, we will have the right to purchase Blackstone's interest in the subsidiary.
In connection with the network transaction, we received the requisite consent from the holders of our outstanding senior notes for certain proposed clarifying amendments to the indentures governing those securities, and will pay an aggregate of approximately $30 million to the consenting holders for their consents concurrently with closing the network transaction plus approximately $19 million of other directly attributable transaction costs.
| Rogers Communications Inc. | 25 | First Quarter 2025 |
|---|
Document
| Exhibit 99.3 |
|---|
ROGERS COMMUNICATIONS REPORTS FIRST QUARTER 2025 RESULTS
Rogers reports continued growth in subscribers and financials, including strong margin improvement year-over-year despite slowing market
Delivers significant balance sheet deleveraging with announced $7 billion minority equity investment in April; debt leverage ratio1 expected to be 3.6x vs. 5.2x post-Shaw closing 24 months ago
•Company removes discount on dividend reinvestment plan shares
Positive consolidated financial results led by growth in service revenue and adjusted EBITDA
•Total service revenue and adjusted EBITDA both up 2%
•Consolidated adjusted EBITDA margin of 45%
Combined mobile phone and Internet net additions of 57,000
•Added 34,000 total mobile phone net subscriber additions, consisting of 11,000 postpaid and 23,000 prepaid
•Mobile phone blended ARPU of $56.94; postpaid mobile phone churn of 1.01%
•Wireless service revenue and adjusted EBITDA both up 2%
•Retail Internet net additions of 23,000; Cable adjusted EBITDA up 1%
Strong Media performance
•Revenue up 24% to $596 million; adjusted EBITDA improved by $36 million
•Signed monumental 12-year agreement with the NHL for national media rights on all platforms in Canada
Reiterates 2025 outlook for total service revenue and adjusted EBITDA growth and capital expenditures and free cash flow ranges
TORONTO (April 23, 2025) - Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RCI) today announced its unaudited financial and operating results for the first quarter ended March 31, 2025.
Consolidated Financial Highlights
| (In millions of Canadian dollars, except per share amounts, unaudited) | Three months ended March 31 | |||
|---|---|---|---|---|
| 2025 | ||||
| Total revenue | 4,976 | 4,901 | 2 | |
| Total service revenue | 4,447 | 4,357 | 2 | |
| Adjusted EBITDA 1 | 2,254 | 2,214 | 2 | |
| Net income | 280 | 256 | 9 | |
| Adjusted net income 1 | 543 | 540 | 1 | |
| Diluted earnings per share | 0.50 | 0.46 | 9 | |
| Adjusted diluted earnings per share 1 | 0.99 | 0.99 | — | |
| Cash provided by operating activities | 1,296 | 1,180 | 10 | |
| Free cash flow 1 | 586 | 586 | — |
All values are in US Dollars.
"In the first quarter, we delivered positive revenue and adjusted EBITDA growth while growing mobile phone and Internet net additions against the backdrop of a slowing economy," said Tony Staffieri, President and CEO. "We are executing with discipline, deleveraging our balance sheet ahead of schedule, and making strategic investments to drive long-term growth."
1 Adjusted EBITDA is a total of segments measure. Free cash flow and debt leverage ratio are capital management measures. 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. See "Non-GAAP and Other Financial Measures" in our Q1 2025 Management's Discussion and Analysis (MD&A), available at www.sedarplus.ca, and this earnings release for more information about each of these measures. These are not standardized financial measures under International Financial Reporting Standards (IFRS) and might not be comparable to similar financial measures disclosed by other companies.
| Rogers Communications Inc. | 1 | First Quarter 2025 |
|---|
Strategic Highlights
The five objectives set out below guide our work and decision-making as we further improve our operational execution and make well-timed investments to grow our core businesses and deliver increased shareholder value. Below are some highlights for the quarter.
Build the biggest and best networks in the country
•Awarded Canada’s most reliable wireless network by Opensignal in February 2025.
•Recognized as Canada's most reliable Internet by Opensignal in March 2025.
•Launched the first commercial deployment in Canada of Ericsson 5G Cloud RAN technology.
Deliver easy to use, reliable products and services
•Launched Rogers Xfinity Storm-Ready WiFi nationally, Canada's first home Internet backup solution.
•Launched Rogers Xfinity App TV, an app-only bundle that brings together live and on-demand TV and streaming services.
•Launched popular HGTV, Food Network, Magnolia, Discovery, and Discovery ID channels.
Be the first choice for Canadians
•Renewed our agreement with the National Hockey League (NHL) for the national media rights to NHL games on all platforms in Canada through the 2037-38 season.
•Broadcast the 4 Nations Face-Off championship game, the second most-watched hockey game ever on Sportsnet.
•Broadcast Canada’s #1 Canadian original drama, Citytv’s Law & Order Toronto: Criminal Intent, for the second year in a row.
Be a strong national company investing in Canada
•Invested $978 million in capital expenditures, the majority of which was in our networks.
•Signed a three-year agreement with the Toronto International Film Festival to be the Presenting Partner of the Festival.
•Expanded access to hockey for newcomers and underprivileged youth.
Be the growth leader in our industry
•Grew total service revenue and adjusted EBITDA by 2%.
•Reported industry-leading margins in our Wireless and Cable operations.
•Generated substantial free cash flow of $586 million and cash flow from operating activities of $1,296 million.
Subsidiary Equity Investment
On April 4, 2025, we announced we had entered into a definitive agreement with funds managed by Blackstone, backed by leading Canadian institutional investors, for a US$4.85 billion (approximately $7 billion) equity investment (the "network transaction"). Under the terms of the network transaction, Blackstone will acquire a non-controlling interest in a new Canadian subsidiary of Rogers that will own a minor part of our wireless network. We will maintain full operational control of our network and we will include the financial results of the subsidiary in our consolidated financial statements. We intend to use the net proceeds from the network transaction to repay debt.
Following the closing of the network transaction, Blackstone will hold a 49.9% equity interest (with a 20% voting interest) in the subsidiary and we will hold a 50.1% equity interest (with an 80% voting interest) in the subsidiary. Provided our debt leverage ratio is not greater than 3.25x, at any time between the eighth and twelfth anniversaries of closing, we will have the right to purchase Blackstone's interest in the subsidiary. The Blackstone investment will be reported as equity in our consolidated financial statements.
During the first five years of Blackstone's investment, the subsidiary will have a distribution policy to make quarterly pro rata cash distributions to Blackstone and Rogers of available cash in an amount that is intended to provide Blackstone with a 7% annual return on its US dollar investment.
The network transaction is expected to close shortly after all closing conditions are waived or satisfied. Please see our material change report filed on sedarplus.ca on April 4, 2025 for more information. In connection with the network transaction, we received the requisite consent from the holders of our outstanding senior notes for certain proposed clarifying amendments to the indentures governing those securities, and will pay an aggregate of approximately $30 million to the consenting holders for their consents concurrently with closing the network transaction plus approximately $19 million of other directly attributable transaction costs.
| Rogers Communications Inc. | 2 | First Quarter 2025 |
|---|
Quarterly Financial Highlights
Revenue
Total revenue and total service revenue each increased by 2% this quarter, driven by service revenue growth in our Wireless and Media businesses.
Wireless service revenue increased by 2% this quarter, primarily as a result of continued growth in our subscriber base. Wireless equipment revenue decreased by 3%, primarily as a result of lower device sales to new and existing subscribers.
Cable revenue decreased by 1% this quarter as a result of continued competitive promotional activity and declines in our Home Phone, Video, and Satellite subscriber bases.
Media revenue increased by 24% this quarter, primarily as a result of higher sports-related revenue, including at the Toronto Blue Jays, and higher subscriber and advertising revenue related to the launch of Warner Bros. Discovery’s suite of channels and content.
Adjusted EBITDA and margins
Consolidated adjusted EBITDA increased 2% this quarter, and our adjusted EBITDA margin increased by 10 basis points, primarily as a result of ongoing productivity and cost efficiencies.
Wireless adjusted EBITDA increased by 2%, primarily due to the flow-through impact of higher revenue as discussed above. This gave rise to an adjusted EBITDA margin of 65%, up 40 basis points.
Cable adjusted EBITDA increased by 1% due to ongoing cost efficiencies. This gave rise to an adjusted EBITDA margin of 57%, up 110 basis points.
Media adjusted EBITDA increased by $36 million this quarter, primarily due to higher revenue as discussed above.
Net income and adjusted net income
Net income and adjusted net income increased by 9% and 1%, respectively, this quarter, primarily as a result of higher adjusted EBITDA.
Cash flow and available liquidity
This quarter, we generated cash provided by operating activities of $1,296 million (2024 - $1,180 million), which increased as a result of higher adjusted EBITDA and a lower net investment in net operating assets and liabilities partially offset by higher income taxes paid, and free cash flow of $586 million (2024 - $586 million), which was in line with last year.
As at March 31, 2025, we had $7.5 billion of available liquidity2 (December 31, 2024 - $4.8 billion), primarily including $2.7 billion in cash and cash equivalents and $4.0 billion available under our bank and other credit facilities.
Our debt leverage ratio as at March 31, 2025 was 4.3 (December 31, 2024 - 4.5). Had the network transaction closed on March 31, 2025, our debt leverage ratio as at March 31, 2025 would have been 3.6. See "Financial Condition" for more information.
We also returned $269 million in dividends to shareholders this quarter and we declared a $0.50 per share dividend on January 29, 2025.
2 Available liquidity is a capital management measure. See "Non-GAAP and Other Financial Measures" in our Q1 2025 Management's Discussion and Analysis (MD&A), available at www.sedarplus.ca, and this earnings release for more information about this measure. This is not a standardized financial measure under IFRS and might not be comparable to similar financial measures disclosed by other companies. See "Financial Condition" in our Q1 2025 MD&A for a reconciliation of available liquidity.
| Rogers Communications Inc. | 3 | First Quarter 2025 |
|---|
About this Earnings Release
This earnings release contains important information about our business and our performance for the three months ended March 31, 2025, as well as forward-looking information (see "About Forward-Looking Information") about future periods. This earnings release should be read in conjunction with our First Quarter 2025 Interim Condensed Consolidated Financial Statements (First Quarter 2025 Interim Financial Statements) and notes thereto, which have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB); our First Quarter 2025 MD&A; our 2024 Annual MD&A; our 2024 Annual Audited Consolidated Financial Statements and notes thereto, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB; and our other recent filings with Canadian and US securities regulatory authorities, including our Annual Information Form, which are available on SEDAR+ at sedarplus.ca or EDGAR at sec.gov, respectively.
For more information about Rogers, including product and service offerings, competitive market and industry trends, our overarching strategy, key performance drivers, and objectives, see "Understanding Our Business", "Corporate Overview", and "Delivering on our Priorities" in our 2024 Annual MD&A.
References in this earnings release to the MLSE Transaction are to our proposed acquisition of BCE Inc.'s (Bell) indirect 37.5% ownership stake of Maple Leaf Sports and Entertainment Inc. (MLSE). For additional details regarding the MLSE Transaction, see "MLSE Transaction" in our 2024 Annual MD&A and note 20 to our 2024 Annual Audited Consolidated Financial Statements. References in this earnings release 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 our 2023 Annual Audited Consolidated Financial Statements.
We, us, our, Rogers, Rogers Communications, and the Company refer to Rogers Communications Inc. and its subsidiaries. RCI refers to the legal entity Rogers Communications Inc., not including its subsidiaries. Rogers also holds interests in various investments and ventures.
All dollar amounts in this earnings release are in Canadian dollars unless otherwise stated and are unaudited. All percentage changes are calculated using the rounded numbers as they appear in the tables. This earnings release is current as at April 22, 2025 and was approved by RCI's Board of Directors (the Board) on that date.
In this earnings release, this quarter, the quarter, or first quarter refer to the three months ended March 31, 2025, unless the context indicates otherwise. All results commentary is compared to the equivalent period in 2024 or as at December 31, 2024, as applicable, unless otherwise indicated.
Xfinity marks and logos are trademarks of Comcast Corporation, used under license. ©2025 Comcast. Rogers trademarks in this earnings release are owned or used under licence by Rogers Communications Inc. or an affiliate. This earnings release may also include trademarks of other third parties. The trademarks referred to in this earnings release may be listed without the ™ symbols. ©2025 Rogers Communications
Reportable segments
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, businesses, the public sector, and wholesale providers. |
| 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. |
Wireless and Cable are operated by our wholly owned subsidiary, Rogers Communications Canada Inc. (RCCI), and certain other wholly owned subsidiaries. Media is operated by our wholly owned subsidiary, Rogers Media Inc., and its subsidiaries.
| Rogers Communications Inc. | 4 | First Quarter 2025 |
|---|
Summary of Consolidated Financial Results
| Three months ended March 31 | ||||
|---|---|---|---|---|
| (In millions of dollars, except margins and per share amounts) | 2025 | 2024 | % Chg | |
| Revenue | ||||
| Wireless | 2,544 | 2,528 | 1 | |
| Cable | 1,935 | 1,959 | (1) | |
| Media | 596 | 479 | 24 | |
| Corporate items and intercompany eliminations | (99) | (65) | 52 | |
| Revenue | 4,976 | 4,901 | 2 | |
| Total service revenue 1 | 4,447 | 4,357 | 2 | |
| Adjusted EBITDA | ||||
| Wireless | 1,311 | 1,284 | 2 | |
| Cable | 1,108 | 1,100 | 1 | |
| Media | (67) | (103) | (35) | |
| Corporate items and intercompany eliminations | (98) | (67) | 46 | |
| Adjusted EBITDA | 2,254 | 2,214 | 2 | |
| Adjusted EBITDA margin 2 | 45.3 | 45.2 | 0.1 | pts |
| Net income | 280 | 256 | 9 | |
| Basic earnings per share | 0.52 | 0.48 | 8 | |
| Diluted earnings per share | 0.50 | 0.46 | 9 | |
| Adjusted net income 2 | 543 | 540 | 1 | |
| Adjusted basic earnings per share 2 | 1.01 | 1.02 | (1) | |
| Adjusted diluted earnings per share | 0.99 | 0.99 | — | |
| Capital expenditures | 978 | 1,058 | (8) | |
| Cash provided by operating activities | 1,296 | 1,180 | 10 | |
| Free cash flow | 586 | 586 | — |
All values are in US Dollars.
1 As defined. See "Key Performance Indicators".
2 Adjusted EBITDA margin is a supplementary financial measure. Adjusted basic earnings per share is a non-GAAP ratio. Adjusted net income is a non-GAAP financial measure and is a component of adjusted basic earnings per share. 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" in our Q1 2025 MD&A for more information about each of these measures, available at www.sedarplus.ca.
| Rogers Communications Inc. | 5 | First Quarter 2025 |
|---|
Results of our Reportable Segments
WIRELESS
Wireless Financial Results
| Three months ended March 31 | ||||||
|---|---|---|---|---|---|---|
| (In millions of dollars, except margins) | 2025 | 2024 | % Chg | |||
| Revenue | ||||||
| Service revenue from external customers | 2,003 | 1,986 | 1 | |||
| Service revenue from internal customers | 23 | 10 | 130 | |||
| Service revenue | 2,026 | 1,996 | 2 | |||
| Equipment revenue from external customers | 518 | 532 | (3) | |||
| Revenue | 2,544 | 2,528 | 1 | |||
| Operating costs | ||||||
| Cost of equipment | 508 | 539 | (6) | |||
| Other operating costs | 725 | 705 | 3 | |||
| Operating costs | 1,233 | 1,244 | (1) | |||
| Adjusted EBITDA | 1,311 | 1,284 | 2 | |||
| Adjusted EBITDA margin 1 | 64.7 | % | 64.3 | % | 0.4 | pts |
| Capital expenditures | 407 | 404 | 1 |
1 Calculated using service revenue.
Wireless Subscriber Results 1
| Three months ended March 31 | |||
|---|---|---|---|
| (In thousands, except churn and mobile phone ARPU) | 2025 | 2024 | Chg |
| Postpaid mobile phone | |||
| Gross additions | 337 | 443 | (106) |
| Net additions | 11 | 98 | (87) |
| Total postpaid mobile phone subscribers 2 | 10,779 | 10,486 | 293 |
| Churn (monthly) | 1.01 | 1.10 | (0.09 |
| Prepaid mobile phone | |||
| Gross additions | 132 | 84 | 48 |
| Net additions (losses) | 23 | (37) | 60 |
| Total prepaid mobile phone subscribers 2 | 1,129 | 1,018 | 111 |
| Churn (monthly) | 3.34 | 3.90 | (0.56 |
| Mobile phone ARPU (monthly) 3 | 56.94 | 58.06 | (1.12) |
All values are in US Dollars.
1 Subscriber counts and subscriber churn are key performance indicators. See "Key Performance Indicators".
2 As at end of period.
3 Mobile phone ARPU is a supplementary financial measure. See "Non-GAAP and Other Financial Measures" in our Q1 2025 MD&A for more information about this measure, available at www.sedarplus.ca.
Service revenue
The 2% increase in service revenue this quarter was primarily a result of continued growth in our subscriber base, partially offset by the impact of our evolving mobile phone plans that increasingly bundle more services in the monthly service fee.
The decrease in mobile phone ARPU this quarter was a result of ongoing competitive intensity in a slowing market.
The decrease in gross and net additions this quarter 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.
| Rogers Communications Inc. | 6 | First Quarter 2025 |
|---|
Equipment revenue
The 3% decrease in equipment revenue this quarter was primarily a result of:
•fewer device upgrades by existing customers; and
•a decrease in new subscribers purchasing devices due to lower gross additions; partially offset by
•a continued shift in the product mix towards higher-value devices.
Operating costs
Cost of equipment
The 6% decrease in the cost of equipment this quarter was a result of the equipment revenue changes discussed above.
Other operating costs
The 3% increase in other operating costs this quarter was a result of:
•higher service costs; and
•higher costs associated with marketing and advertising initiatives.
Adjusted EBITDA
The 2% increase in adjusted EBITDA this quarter was a result of the revenue and expense changes discussed above.
| Rogers Communications Inc. | 7 | First Quarter 2025 |
|---|
CABLE
Cable Financial Results
| Three months ended March 31 | ||||||
|---|---|---|---|---|---|---|
| (In millions of dollars, except margins) | 2025 | 2024 | % Chg | |||
| Revenue | ||||||
| Service revenue from external customers | 1,907 | 1,935 | (1) | |||
| Service revenue from internal customers | 17 | 12 | 42 | |||
| Service revenue | 1,924 | 1,947 | (1) | |||
| Equipment revenue from external customers | 11 | 12 | (8) | |||
| Revenue | 1,935 | 1,959 | (1) | |||
| Operating costs | 827 | 859 | (4) | |||
| Adjusted EBITDA | 1,108 | 1,100 | 1 | |||
| Adjusted EBITDA margin | 57.3 | % | 56.2 | % | 1.1 | pts |
| Capital expenditures | 446 | 480 | (7) |
Cable Subscriber Results 1
| Three months ended March 31 | |||
|---|---|---|---|
| (In thousands, except ARPA and penetration) | 2025 | 2024 | Chg |
| Homes passed 2 | 10,270 | 9,992 | 278 |
| Customer relationships | |||
| Net additions | 4 | 7 | (3) |
| Total customer relationships 2 | 4,687 | 4,643 | 44 |
| ARPA (monthly) 3 | 136.97 | 140.10 | (3.13) |
| Penetration 2 | 45.6 | 46.5 | (0.9 |
| Retail Internet | |||
| Net additions | 23 | 26 | (3) |
| Total retail Internet subscribers 2 | 4,296 | 4,188 | 108 |
| Video | |||
| Net losses | (32) | (27) | (5) |
| Total Video subscribers 2 | 2,585 | 2,724 | (139) |
| Home Monitoring | |||
| Net additions (losses) | 5 | (1) | 6 |
| Total Home Monitoring subscribers 2 | 138 | 88 | 50 |
| Home Phone | |||
| Net losses | (26) | (35) | 9 |
| Total Home Phone subscribers 2 | 1,481 | 1,594 | (113) |
All values are in US Dollars.
1 Subscriber results are key performance indicators. See "Key Performance Indicators".
2 As at end of period.
3 ARPA is a supplementary financial measure. See "Non-GAAP and Other Financial Measures" in our Q1 2025 MD&A for more information about this measure, available at www.sedarplus.ca.
Service revenue
The 1% decrease in service revenue and lower ARPA this quarter were a result of:
•continued competitive promotional activity; and
•declines in our Home Phone, Video, and Satellite subscriber bases.
Operating costs
The 4% decrease in operating costs this quarter was a result of ongoing cost efficiency initiatives, partially offset by increased costs associated with marketing and advertising activities.
Adjusted EBITDA
The 1% increase in adjusted EBITDA this quarter was a result of the service revenue and expense changes discussed above.
| Rogers Communications Inc. | 8 | First Quarter 2025 |
|---|
MEDIA
Media Financial Results
| Three months ended March 31 | ||||||
|---|---|---|---|---|---|---|
| (In millions of dollars, except margins) | 2025 | 2024 | % Chg | |||
| Revenue from external customers | 517 | 415 | 25 | |||
| Revenue from internal customers | 79 | 64 | 23 | |||
| Revenue | 596 | 479 | 24 | |||
| Operating costs | 663 | 582 | 14 | |||
| Adjusted EBITDA | (67) | (103) | (35) | |||
| Adjusted EBITDA margin | (11.2) | % | (21.5) | % | 10.3 | pts |
| Capital expenditures | 36 | 120 | (70) |
Revenue
The 24% increase in revenue this quarter was a result of:
•higher sports-related revenue, including at the Toronto Blue Jays; and
•higher subscriber and advertising revenue due to the launch of Warner Bros. Discovery's suite of channels and content.
Operating costs
The 14% increase in operating costs this quarter was a result of:
•higher programming and production costs, including those related to the launch of Warner Bros. Discovery's suite of channels and content; and
•higher player salaries at the Toronto Blue Jays.
Adjusted EBITDA
The increase in adjusted EBITDA this quarter was a result of the revenue and expense changes discussed above.
| Rogers Communications Inc. | 9 | First Quarter 2025 |
|---|
CAPITAL EXPENDITURES
| Three months ended March 31 | ||||||
|---|---|---|---|---|---|---|
| (In millions of dollars, except capital intensity) | 2025 | 2024 | % Chg | |||
| Wireless | 407 | 404 | 1 | |||
| Cable | 446 | 480 | (7) | |||
| Media | 36 | 120 | (70) | |||
| Corporate | 89 | 54 | 65 | |||
| Capital expenditures 1 | 978 | 1,058 | (8) | |||
| Capital intensity 2 | 19.7 | % | 21.6 | % | (1.9 | pts) |
1 Includes additions to property, plant and equipment net of proceeds on disposition, 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" in our Q1 2025 MD&A for more information about this measure, available at www.sedarplus.ca.
One of our objectives is to build the biggest and best networks in the country. We continue to expand the reach and capacity of our 5G network (the largest 5G network in Canada as at March 31, 2025) 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
Capital expenditures in Wireless this quarter were in line with last year as we continued to make investments in our network development and 5G deployment to expand our wireless network. The ongoing deployment of 3500 MHz spectrum and the commencement of 3800 MHz spectrum deployment continue to augment the capacity and resilience of our earlier 5G deployments in the 600 MHz spectrum band.
Cable
The decrease in capital expenditures in Cable this quarter was a result of prioritizing our capital investments and striving to recognize capital efficiencies. Capital expenditures reflect continued investments in our infrastructure, including additional fibre deployments to increase our FTTH distribution. These investments incorporate the latest technologies to help deliver more bandwidth and an enhanced customer experience as we progress in our connected home roadmap, including service footprint expansion and upgrades to our DOCSIS 3.1 platform to evolve to DOCSIS 4.0, offering increased network resilience, stability, and faster download speeds over time.
Media
The decrease in capital expenditures in Media this quarter was primarily a result of lower Toronto Blue Jays stadium infrastructure expenditures associated with the Rogers Centre modernization project that was substantially completed in the prior year, partially offset by higher IT and digital infrastructure expenditures.
Capital intensity
Capital intensity decreased this quarter as a result of the revenue and capital expenditure changes discussed above.
| Rogers Communications Inc. | 10 | First Quarter 2025 |
|---|
Review of Consolidated Performance
This section discusses our consolidated net income and other income and expenses that do not form part of the segment discussions above.
| Three months ended March 31 | |||
|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | % Chg |
| Adjusted EBITDA | 2,254 | 2,214 | 2 |
| Deduct (add): | |||
| Depreciation and amortization | 1,166 | 1,149 | 1 |
| Restructuring, acquisition and other | 127 | 142 | (11) |
| Finance costs | 579 | 580 | — |
| Other expense | 2 | 8 | (75) |
| Income tax expense | 100 | 79 | 27 |
| Net income | 280 | 256 | 9 |
Depreciation and amortization
| Three months ended March 31 | |||
|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | % Chg |
| Depreciation of property, plant and equipment | 931 | 906 | 3 |
| Depreciation of right-of-use assets | 98 | 110 | (11) |
| Amortization | 137 | 133 | 3 |
| Total depreciation and amortization | 1,166 | 1,149 | 1 |
Restructuring, acquisition and other
| Three months ended March 31 | ||
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Restructuring, acquisition and other excluding Shaw Transaction-related costs | 90 | 112 |
| Shaw Transaction-related costs | 37 | 30 |
| Total restructuring, acquisition and other | 127 | 142 |
The restructuring, acquisition and other costs excluding Shaw Transaction-related costs in the first quarters of 2024 and 2025 include severance and other departure-related costs associated with the targeted restructuring of our employee base and costs related to real estate rationalization programs. In 2025, these costs also include costs related to the network transaction.
The Shaw Transaction-related costs in 2024 and 2025 consisted of incremental costs supporting integration activities related to the Shaw Transaction.
| Rogers Communications Inc. | 11 | First Quarter 2025 |
|---|
Finance costs
| Three months ended March 31 | |||
|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | % Chg |
| Interest on borrowings, net 1 | 511 | 508 | 1 |
| Interest on lease liabilities | 36 | 35 | 3 |
| Interest on post-employment benefits | (2) | (2) | — |
| (Gain) loss on foreign exchange | (11) | 109 | n/m |
| Change in fair value of derivative instruments | 13 | (98) | n/m |
| Capitalized interest | (9) | (12) | (25) |
| Deferred transaction costs and other | 41 | 40 | 2 |
| Total finance costs | 579 | 580 | — |
n/m – not meaningful
1 Interest on borrowings, net includes interest on short-term borrowings and on long-term debt.
Income tax expense
| Three months ended March 31 | ||||
|---|---|---|---|---|
| (In millions of dollars, except tax rates) | 2025 | 2024 | ||
| Statutory income tax rate | 26.2 | % | 26.2 | % |
| Income before income tax expense | 380 | 335 | ||
| Computed income tax expense | 100 | 88 | ||
| Increase (decrease) in income tax expense resulting from: | ||||
| Non-taxable stock-based compensation | (2) | (6) | ||
| Other items | 2 | (3) | ||
| Total income tax expense | 100 | 79 | ||
| Effective income tax rate | 26.3 | % | 23.6% | |
| Cash income taxes paid | 188 | 74 |
Cash income taxes paid increased this quarter due to higher profit and timing of installments.
Net income
| Three months ended March 31 | |||
|---|---|---|---|
| (In millions of dollars, except per share amounts) | 2025 | 2024 | % Chg |
| Net income | 280 | 256 | 9 |
| Basic earnings per share | $0.52 | $0.48 | 8 |
| Diluted earnings per share | $0.50 | $0.46 | 9 |
| Rogers Communications Inc. | 12 | First Quarter 2025 | |
| --- | --- | --- |
Adjusted net income
We calculate adjusted net income from adjusted EBITDA as follows:
| Three months ended March 31 | |||
|---|---|---|---|
| (In millions of dollars, except per share amounts) | 2025 | 2024 | % Chg |
| Adjusted EBITDA | 2,254 | 2,214 | 2 |
| Deduct: | |||
| Depreciation and amortization 1 | 937 | 907 | 3 |
| Finance costs | 579 | 580 | — |
| Other expense | 2 | 8 | (75) |
| Income tax expense 2 | 193 | 179 | 8 |
| Adjusted net income 1 | 543 | 540 | 1 |
| Adjusted basic earnings per share | $1.01 | $1.02 | (1) |
| Adjusted diluted earnings per share | $0.99 | $0.99 | — |
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 for the three months ended March 31, 2025 of $229 million (2024 - $242 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 Income tax expense excludes recoveries of $93 million (2024 - recoveries of $100 million) for the three months ended March 31, 2025 related to the income tax impact for adjusted items.
| Rogers Communications Inc. | 13 | First Quarter 2025 |
|---|
Key Performance Indicators
We measure the success of our strategy using a number of key performance indicators that are defined and discussed in our 2024 Annual MD&A and this earnings release. 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; and
•total service revenue.
Non-GAAP and Other Financial Measures
Reconciliation of adjusted EBITDA
| Three months ended March 31 | ||
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Net income | 280 | 256 |
| Add: | ||
| Income tax expense | 100 | 79 |
| Finance costs | 579 | 580 |
| Depreciation and amortization | 1,166 | 1,149 |
| EBITDA | 2,125 | 2,064 |
| Add (deduct): | ||
| Other expense | 2 | 8 |
| Restructuring, acquisition and other | 127 | 142 |
| Adjusted EBITDA | 2,254 | 2,214 |
Reconciliation of adjusted net income
| Three months ended March 31 | ||||||
|---|---|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | ||||
| Net income | 280 | 256 | ||||
| Add (deduct): | ||||||
| Restructuring, acquisition and other | 127 | 142 | ||||
| Depreciation and amortization on fair value increment of Shaw Transaction-related assets | 229 | 242 | ||||
| Income tax impact of above items | (93) | (100) | ||||
| Adjusted net income | 543 | 540 | Rogers Communications Inc. | 14 | First Quarter 2025 | |
| --- | --- | --- |
Reconciliation of free cash flow
| Three months ended March 31 | ||
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Cash provided by operating activities | 1,296 | 1,180 |
| Add (deduct): | ||
| Capital expenditures | (978) | (1,058) |
| Interest on borrowings, net and capitalized interest | (502) | (496) |
| Interest paid, net | 595 | 555 |
| Restructuring, acquisition and other | 127 | 142 |
| Program rights amortization | (19) | (16) |
| Change in net operating assets and liabilities | 83 | 289 |
| Other adjustments 1 | (16) | (10) |
| Free cash flow | 586 | 586 |
1 Consists of post-employment benefit contributions, net of expense, cash flows relating to other operating activities, and other investment income from our financial statements.
| Rogers Communications Inc. | 15 | First Quarter 2025 |
|---|
Rogers Communications Inc.
Interim Condensed Consolidated Statements of Income
(In millions of Canadian dollars, except per share amounts, unaudited)
| Three months ended March 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Revenue | 4,976 | 4,901 |
| Operating expenses: | ||
| Operating costs | 2,722 | 2,687 |
| Depreciation and amortization | 1,166 | 1,149 |
| Restructuring, acquisition and other | 127 | 142 |
| Finance costs | 579 | 580 |
| Other expense | 2 | 8 |
| Income before income tax expense | 380 | 335 |
| Income tax expense | 100 | 79 |
| Net income for the period | 280 | 256 |
| Earnings per share: | ||
| Basic | $0.52 | $0.48 |
| Diluted | $0.50 | $0.46 |
| Rogers Communications Inc. | 16 | First Quarter 2025 |
| --- | --- | --- |
Rogers Communications Inc.
Interim Condensed Consolidated Statements of Financial Position
(In millions of Canadian dollars, unaudited)
| As at<br>March 31 | As at<br>December 31 | |
|---|---|---|
| 2025 | 2024 | |
| Assets | ||
| Current assets: | ||
| Cash and cash equivalents | 2,680 | 898 |
| Accounts receivable | 5,176 | 5,478 |
| Inventories | 562 | 641 |
| Current portion of contract assets | 165 | 171 |
| Other current assets | 1,080 | 849 |
| Current portion of derivative instruments | 274 | 336 |
| Total current assets | 9,937 | 8,373 |
| Property, plant and equipment | 25,191 | 25,072 |
| Intangible assets | 17,725 | 17,858 |
| Investments | 596 | 615 |
| Derivative instruments | 1,095 | 997 |
| Financing receivables | 1,131 | 1,189 |
| Other long-term assets | 1,167 | 1,027 |
| Goodwill | 16,280 | 16,280 |
| Total assets | 73,122 | 71,411 |
| Liabilities and shareholders' equity | ||
| Current liabilities: | ||
| Short-term borrowings | 2,102 | 2,959 |
| Accounts payable and accrued liabilities | 3,616 | 4,059 |
| Income tax payable | 18 | 26 |
| Other current liabilities | 500 | 482 |
| Contract liabilities | 871 | 800 |
| Current portion of long-term debt | 2,256 | 3,696 |
| Current portion of lease liabilities | 603 | 587 |
| Total current liabilities | 9,966 | 12,609 |
| Provisions | 62 | 61 |
| Long-term debt | 42,196 | 38,200 |
| Lease liabilities | 2,195 | 2,191 |
| Other long-term liabilities | 1,805 | 1,666 |
| Deferred tax liabilities | 6,270 | 6,281 |
| Total liabilities | 62,494 | 61,008 |
| Shareholders' equity | 10,628 | 10,403 |
| Total liabilities and shareholders' equity | 73,122 | 71,411 |
| Rogers Communications Inc. | 17 | First Quarter 2025 |
| --- | --- | --- |
Rogers Communications Inc.
Interim Condensed Consolidated Statements of Cash Flows
(In millions of Canadian dollars, unaudited)
| Three months ended March 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Operating activities: | ||
| Net income for the period | 280 | 256 |
| Adjustments to reconcile net income (loss) to cash provided by operating activities: | ||
| Depreciation and amortization | 1,166 | 1,149 |
| Program rights amortization | 19 | 16 |
| Finance costs | 579 | 580 |
| Income tax expense | 100 | 79 |
| Post-employment benefits contributions, net of expense | 17 | 15 |
| Income from associates and joint ventures | (2) | (1) |
| Other | 3 | 4 |
| Cash provided by operating activities before changes in net operating assets and liabilities, income taxes paid, and interest paid | 2,162 | 2,098 |
| Change in net operating assets and liabilities | (83) | (289) |
| Income taxes paid | (188) | (74) |
| Interest paid | (595) | (555) |
| Cash provided by operating activities | 1,296 | 1,180 |
| Investing activities: | ||
| Capital expenditures | (978) | (1,058) |
| Additions to program rights | (24) | (13) |
| Changes in non-cash working capital related to capital expenditures and intangible assets | 12 | 87 |
| Acquisitions and other strategic transactions, net of cash acquired | — | (95) |
| Other | 1 | 13 |
| Cash used in investing activities | (989) | (1,066) |
| Financing activities: | ||
| Net (repayment of) proceeds received from short-term borrowings | (853) | 1,304 |
| Net issuance (repayment) of long-term debt | 2,602 | (1,108) |
| Net proceeds (payments) on settlement of debt derivatives | 83 | (2) |
| Transaction costs incurred | (38) | (42) |
| Principal payments of lease liabilities | (133) | (112) |
| Dividends paid | (185) | (190) |
| Other | (1) | — |
| Cash provided by (used in) financing activities | 1,475 | (150) |
| Change in cash and cash equivalents | 1,782 | (36) |
| Cash and cash equivalents, beginning of period | 898 | 800 |
| Cash and cash equivalents, end of period | 2,680 | 764 |
| Rogers Communications Inc. | 18 | First Quarter 2025 |
| --- | --- | --- |
About Forward-Looking Information
This earnings release 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 earnings release. 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, or 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 earnings release.
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 network transaction, including its expected terms, timing, and closing, the use of proceeds therefrom, and the expected equity treatment for the transaction from our credit rating agencies;
•the completion and financing of the MLSE Transaction;
•our debt leverage ratio, including the impact the network transaction will have on, and how we intend to manage, that ratio; and
•all other statements that are not historical facts.
Our conclusions, forecasts, and projections are based 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;
•industry structure and stability; and
•the assumptions listed under the heading "Key assumptions underlying our full-year 2025 guidance" in our 2024 Annual MD&A.
Except as otherwise indicated, this earnings release and our forward-looking information do not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetizations, 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 may differ materially 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 or our current expectations or knowledge, including, but not limited to:
•regulatory changes;
•technological changes;
•economic, geopolitical, and other conditions affecting commercial activity, including 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;
•new interpretations or accounting standards, or changes to existing interpretations and accounting standards, from accounting standards bodies;
•the MLSE Transaction, and any financing for it from private investors, may not be completed on the anticipated terms or at all;
| Rogers Communications Inc. | 19 | First Quarter 2025 |
|---|
•we may not complete the network transaction on the anticipated terms or timing or at all;
•changes to the methodology, criteria, or conclusions used by rating agencies in assessing or assigning equity treatment or equity credit to the network transaction or our subordinated notes;
•we may use proceeds from the network transaction for different purposes due to alternative
opportunities or requirements, general economic and market conditions, or other internal or external considerations; and
•the other risks outlined in "Risks and Uncertainties Affecting our Business" in our 2024 Annual MD&A.
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 earnings release 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 our 2024 Annual MD&A entitled "Regulation in our Industry" and "Risk Management", as well as our various other filings with Canadian and US securities regulators, which can be found at sedarplus.ca and sec.gov, respectively. Information on or connected to sedarplus.ca, sec.gov, our website, or any other website referenced in this document is not part of or incorporated into this earnings release.
About Rogers
Rogers is Canada’s leading communications and entertainment company and its shares are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI).
Investment Community Contact
Paul Carpino
647.435.6470
Media Contact
Sarah Schmidt
647.643.6397
Quarterly Investment Community Teleconference
Our first quarter 2025 results teleconference with the investment community will be held on:
•April 23, 2025
•8:00 a.m. Eastern Time
•webcast available at investors.rogers.com
•media are welcome to participate on a listen-only basis
A rebroadcast will be available at investors.rogers.com for at least two weeks following the teleconference. Additionally, investors should note that from time to time, Rogers management presents at brokerage-sponsored investor conferences. Most often, but not always, these conferences are webcast by the hosting brokerage firm, and when they are webcast, links are made available on our website at investors.rogers.com.
For More Information
You can find more information relating to us on our website (investors.rogers.com), on SEDAR+ (sedarplus.ca), and on EDGAR (sec.gov), or you can e-mail us at [email protected]. Information on or connected to these and any other websites referenced in this earnings release is not part of, or incorporated into, this earnings release.
You can also go to investors.rogers.com for information about our governance practices, environmental, social, and governance (ESG) reporting, a glossary of communications and media industry terms, and additional information about our business.
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| Rogers Communications Inc. | 20 | First Quarter 2025 |
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