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 July, 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: July 23, 2025
Exhibit Index
| Exhibit Number | Description of Document |
|---|---|
| 99.1 | Management's Discussion and Analysis of Rogers Communications Inc. for the second quarter ended June 30, 2025 |
| 99.2 | Interim Condensed Consolidated Financial Statements of Rogers Communications Inc. for the second quarter ended June 30, 2025 |
| 99.3 | Earnings Release of Rogers Communications Inc. for the second quarter ended June 30, 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 and six months ended June 30, 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 Second Quarter 2025 Interim Condensed Consolidated Financial Statements (Second 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 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 July 22, 2025 and was approved by the Audit and Risk Committee of 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 second quarter refer to the three months ended June 30, 2025, the first quarter refers to the three months ended March 31, 2025, and year to date refers to the six months ended June 30, 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 subsidiaries. Media is operated by our wholly owned subsidiary, Rogers Media Inc., and its subsidiaries.
| Rogers Communications Inc. | 1 | Second Quarter 2025 |
|---|
Where to find it
| 2 | Strategic Highlights | 24 | Financial Risk Management |
|---|---|---|---|
| 3 | Financial Guidance | 28 | Commitments and Contractual Obligations |
| 4 | Quarterly Financial Highlights | 28 | Regulatory Developments |
| 5 | Summary of Consolidated Financial Results | 29 | Updates to Risks and Uncertainties |
| 6 | Results of our Reportable Segments | 29 | Material Accounting Policies and Estimates |
| 12 | Review of Consolidated Performance | 30 | Key Performance Indicators |
| 15 | Managing our Liquidity and Financial Resources | 30 | Non-GAAP and Other FinancialMeasures |
| 21 | Overview of Financial Position | 34 | Other Information |
| 22 | Financial Condition | 36 | About Forward-Looking Information |
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
•Ranked the most reliable 5G+ wireless network in Canada by umlaut in June 2025.
•Commenced deployment of 5G Advanced network technology, a first in Canada.
•Built an undersea fibre line to deliver Canada’s most reliable Internet to the Southern Gulf Islands in British Columbia.
Deliver easy to use, reliable products and services
•Launched all-new 5G mobile plans that unlock more savings when households combine lines.
•Became the first Internet provider in Canada to deliver WiFi 7.
•Launched Rogers Support Search to make it faster and easier for customers to find answers on Rogers.com.
Be the first choice for Canadians
•More Canadians continue to choose Rogers Wireless and Internet over any other provider.
•Launched over 150 international channels and 27 free channels on Rogers Xfinity TV to deliver the most content of any provider.
•Ranked the #1 brand associated with NHL hockey at the end of the Stanley Cup Playoffs by IMI Research.
•Reached 25.7 million Canadians during the Stanley Cup Playoffs on Sportsnet with average audiences up 6% year over year.
Be a strong national company investing in Canada
•Closed $6.7 billion subsidiary equity investment with leading institutional investors.
•Became the majority owner of Maple Leaf Sports & Entertainment (MLSE) effective July 1, with a 75% controlling interest.
•Invested $831 million in capital expenditures, the majority of which was in our networks.
•Announced more than 115 hours of new original Canadian programming with 12 new shows for Food Network, HGTV, and Citytv.
•Released our 2024 economic impact assessment showing Rogers supported over 90,000 jobs and contributed $14.3 billion to Canada's GDP.
Be the growth leader in our industry
•Grew total service revenue and adjusted EBITDA by 2%.
•Generated substantial free cash flow1 of $925 million and cash flow from operating activities of $1,596 million.
MLSE Transaction
Effective July 1, 2025, after receiving all required regulatory and league approvals, we acquired Bell's 37.5% ownership stake in MLSE for a purchase price of $4.7 billion in cash (MLSE Transaction). The purchase price was primarily funded from bank credit facilities together with cash on hand (see "Managing our Liquidity and Financial Resources" for more information). With the closing of the MLSE Transaction, we are the largest owner of MLSE, with a 75% controlling interest. The holder of the 25% non-controlling interest in MLSE has a right to require its interest be purchased at a future date at an agreement-defined fair value; we have a reciprocal right to acquire the non-controlling interest under the same terms.
MLSE owns the Toronto Maple Leafs (NHL), Toronto Raptors (NBA), Toronto FC (MLS), the Toronto Argonauts (CFL), various minor league teams, and associated real estate holdings, including Scotiabank Arena. The MLSE Transaction adds
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 | Second Quarter 2025 |
|---|
significantly to our existing sports portfolio, including ownership of the Toronto Blue Jays, Rogers Centre, and Sportsnet. We are actively working on opportunities to surface value from our sports portfolio for our shareholders. MLSE's financial results will be included in our Media reportable segment effective July 1, 2025.
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 ($6.7 billion) equity investment (the "network transaction"). On June 20, 2025, the network transaction closed and we received US$4.85 billion ($6.7 billion) from Blackstone.
Under the terms of the network transaction, Blackstone acquired a non-controlling interest in Backhaul Network Services Inc. (BNSI), a new Canadian subsidiary of Rogers that owns a minor part of our wireless network. We will maintain full operational control of our network and we include the financial results of BNSI in our consolidated financial statements (see "Managing our Liquidity and Financial Resources - Non-controlling interest" for more information). We intend to use the net proceeds from the network transaction to repay debt. This quarter, we used approximately $700 million of these proceeds to repay amounts outstanding under our term loan facility. We intend to use approximately $1.1 billion and US$1.4 billion to pay the purchase price for our senior notes that we accepted for purchase pursuant to offers to purchase that expired on July 18, 2025 (see "Managing our Liquidity and Financial Resources - Cash tender offers" for more information).
Following the closing of the network transaction, Blackstone holds a 49.9% equity interest (with a 20% voting interest) in BNSI and we hold a 50.1% equity interest (with an 80% voting interest). 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 BNSI. The Blackstone investment is recognized as equity in our consolidated financial statements.
During the first five years of Blackstone's investment, BNSI will have a distribution policy to make quarterly pro rata cash distributions to Blackstone and RCCI of available cash in an amount that is intended to provide Blackstone with a 7% annual return on its US dollar investment. Including the impact of the subsidiary equity derivatives (see "Financial Risk Management" for more information), the effective cost to Rogers is approximately 6.26% over the first five years.
As a result of closing the network transaction, we have made changes to certain non-GAAP measures and other specified financial measures (see "Non-GAAP and Other Financial Measures – Changes to specified financial measures", "Review of Consolidated Performance – Adjusted net income", and "Managing our Liquidity and Financial Resources – Free cash flow" for more information).
Financial Guidance
In connection with the closing of the MLSE Transaction, we are updating our full-year 2025 guidance range, which was initially provided on January 30, 2025, for total service revenue to reflect the anticipated contribution from the MLSE business. We now also expect capital expenditures to be at the low end of the initial range. Our updated 2025 guidance ranges are as follows.
| 2024 | Initial 2025 | Updated 2025 | |||||
|---|---|---|---|---|---|---|---|
| (In millions of dollars, except percentages) | Actual | Guidance Ranges 1 | Guidance Ranges 1, 2 | ||||
| Total service revenue | 18,066 | Increase of 0% | to | 3% | Increase of 3% | to | 5% |
| Adjusted EBITDA | 9,617 | Increase of 0% | to | 3% | Increase of 0% | to | 3% |
| Capital expenditures 3 | 4,041 | 3,800 | to | 4,000 | Approximately 3,800 | ||
| Free cash flow | 3,045 | 3,000 | to | 3,200 | 3,000 | to | 3,200 |
1 Guidance ranges presented as percentages reflect percentage increases over full-year 2024 results.
2 Guidance ranges presented include the results of the acquired MLSE business from and after the closing on July 1, 2025.
3 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.
The above table outlines guidance ranges for selected full-year 2025 consolidated financial metrics giving effect to the completion of the MLSE Transaction on July 1, 2025 and the network transaction on June 20, 2025. These guidance ranges take into consideration our current outlook and the 2024 results of each of Rogers and MLSE. Adjusted EBITDA guidance is unchanged due to the seasonality of MLSE's business, with the third quarter being the off season for the Toronto Maple Leafs and the Toronto Raptors. Our estimated pro forma 2025 Media revenue and adjusted EBITDA including MLSE is approximately $3.9 billion and $250 million, respectively. The purpose of this guidance is to assist investors, shareholders, and others in understanding certain financial metrics relating to expected 2025 financial results for evaluating the performance of our business including the completion of the MLSE Transaction. Our guidance, including the various assumptions underlying it, is forward-looking and should be read in conjunction with "About Forward-Looking Information" in this MD&A (including the material assumptions listed under the heading "Key assumptions underlying our full-year 2025 guidance") and in our 2024 Annual MD&A and the related disclosure and information about various economic,
| Rogers Communications Inc. | 3 | Second Quarter 2025 |
|---|
competitive, legal, and regulatory assumptions, factors, and risks that may cause our actual future financial and operating results to differ from what we currently expect.
Quarterly Financial Highlights
Revenue
Total revenue and total service revenue increased by 2% this quarter, with service revenue growth in all our businesses.
Wireless service revenue increased by 1% this quarter primarily as a result of continued growth in our subscriber base. Wireless equipment revenue increased by 13%, primarily as a result of higher device sales to existing customers.
Cable service revenue increased by 1% this quarter, primarily as a result of retail Internet subscriber growth and base management activity.
Media revenue increased by 10% this quarter, primarily as a result of higher sports-related revenue due to the success of the NHL playoffs and the launch of the Warner Bros. Discovery suite of television channels.
Adjusted EBITDA and margins
Consolidated adjusted EBITDA increased 2% this quarter, while our adjusted EBITDA margin decreased by 40 basis points, primarily as a result of ongoing productivity and cost efficiencies.
Wireless adjusted EBITDA increased by 1%, primarily due to the flow-through impact of higher revenue as discussed above. This gave rise to an adjusted EBITDA margin of 65%, up 10 basis points.
Cable adjusted EBITDA increased by 3% due to ongoing cost efficiencies. This gave rise to an adjusted EBITDA margin of 58%, up 150 basis points.
Media adjusted EBITDA increased by $5 million this quarter, primarily due to higher revenue as discussed above, partially offset by higher programming costs and Toronto Blue Jays expenses.
Net income and adjusted net income
Adjusted net income increased by 1% this quarter, primarily as a result of higher adjusted EBITDA and lower finance costs. Net income decreased by 62%, or $246 million, primarily as a result of higher restructuring, acquisition and other costs, which are not included in the calculation of adjusted net income.
Cash flow and available liquidity
This quarter, we generated cash provided by operating activities of $1,596 million (2024 - $1,472 million), which increased as a result of higher adjusted EBITDA and lower interest paid, and free cash flow of $925 million (2024 - $666 million).
As at June 30, 2025, we had $11.8 billion of available liquidity2 (December 31, 2024 - $4.8 billion), reflecting $7.0 billion in cash and cash equivalents and $4.8 billion available under our bank and other credit facilities.
Our debt leverage ratio2 as at June 30, 2025 was 3.6 (December 31, 2024 - 4.5). 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 July 22, 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. | 4 | Second Quarter 2025 |
|---|
Summary of Consolidated Financial Results
| Three months ended June 30 | Six months ended June 30 | |||||||
|---|---|---|---|---|---|---|---|---|
| (In millions of dollars, except margins and per share amounts) | 2025 | 2024 | % Chg | 2025 | 2024 | % Chg | ||
| Revenue | ||||||||
| Wireless | 2,540 | 2,466 | 3 | 5,084 | 4,994 | 2 | ||
| Cable | 1,968 | 1,964 | — | 3,903 | 3,923 | (1) | ||
| Media | 808 | 736 | 10 | 1,404 | 1,215 | 16 | ||
| Corporate items and intercompany eliminations | (100) | (73) | 37 | (199) | (138) | 44 | ||
| Revenue | 5,216 | 5,093 | 2 | 10,192 | 9,994 | 2 | ||
| Total service revenue 1 | 4,668 | 4,599 | 2 | 9,115 | 8,956 | 2 | ||
| Adjusted EBITDA | ||||||||
| Wireless | 1,305 | 1,296 | 1 | 2,616 | 2,580 | 1 | ||
| Cable | 1,147 | 1,116 | 3 | 2,255 | 2,216 | 2 | ||
| Media | 5 | — | — | (62) | (103) | (40) | ||
| Corporate items and intercompany eliminations | (95) | (87) | 9 | (193) | (154) | 25 | ||
| Adjusted EBITDA 2 | 2,362 | 2,325 | 2 | 4,616 | 4,539 | 2 | ||
| Adjusted EBITDA margin 2 | 45.3 | 45.7 | (0.4 | pts) | 45.3 | 45.4 | (0.1 | pts) |
| Net income | 148 | 394 | (62) | 428 | 650 | (34) | ||
| Net income attributable to RCI shareholders | 157 | 394 | (60) | 437 | 650 | (33) | ||
| Earnings per share attributable to RCI shareholders: | ||||||||
| Basic | 0.29 | 0.74 | (61) | 0.81 | 1.22 | (34) | ||
| Diluted | 0.29 | 0.73 | (60) | 0.79 | 1.20 | (34) | ||
| Adjusted net income 2 | 632 | 623 | 1 | 1,175 | 1,163 | 1 | ||
| Adjusted net income attributable to RCI shareholders 2 | 620 | 623 | — | 1,163 | 1,163 | — | ||
| Adjusted earnings per share attributable to RCI shareholders 2: | ||||||||
| Basic | 1.15 | 1.17 | (2) | 2.16 | 2.19 | (1) | ||
| Diluted | 1.14 | 1.16 | (2) | 2.14 | 2.16 | (1) | ||
| Capital expenditures | 831 | 999 | (17) | 1,809 | 2,057 | (12) | ||
| Cash provided by operating activities | 1,596 | 1,472 | 8 | 2,892 | 2,652 | 9 | ||
| Free cash flow | 925 | 666 | 39 | 1,511 | 1,252 | 21 |
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 attributable to RCI shareholders are non-GAAP ratios. Adjusted net income and adjusted net income attributable to RCI shareholders (a component of adjusted basic and adjusted diluted earnings per share) are non-GAAP financial measures. 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. | 5 | Second Quarter 2025 |
|---|
Results of our Reportable Segments
WIRELESS
Wireless Financial Results
| Three months ended June 30 | Six months ended June 30 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions of dollars, except margins) | 2025 | 2024 | % Chg | 2025 | 2024 | % Chg | ||||||
| Revenue | ||||||||||||
| Service revenue from external customers | 1,972 | 1,979 | — | 3,975 | 3,965 | — | ||||||
| Service revenue from internal customers | 27 | 9 | 200 | 50 | 19 | 163 | ||||||
| Service revenue | 1,999 | 1,988 | 1 | 4,025 | 3,984 | 1 | ||||||
| Equipment revenue from external customers | 541 | 478 | 13 | 1,059 | 1,010 | 5 | ||||||
| Revenue | 2,540 | 2,466 | 3 | 5,084 | 4,994 | 2 | ||||||
| Operating costs | ||||||||||||
| Cost of equipment | 528 | 492 | 7 | 1,036 | 1,031 | — | ||||||
| Other operating costs | 707 | 678 | 4 | 1,432 | 1,383 | 4 | ||||||
| Operating costs | 1,235 | 1,170 | 6 | 2,468 | 2,414 | 2 | ||||||
| Adjusted EBITDA | 1,305 | 1,296 | 1 | 2,616 | 2,580 | 1 | ||||||
| Adjusted EBITDA margin 1 | 65.3 | % | 65.2 | % | 0.1 | pts | 65.0 | % | 64.8 | % | 0.2 | pts |
| Capital expenditures | 365 | 396 | (8) | 772 | 800 | (4) |
1 Calculated using service revenue.
Wireless Subscriber Results 1
| Three months ended June 30 | Six months ended June 30 | |||||
|---|---|---|---|---|---|---|
| (In thousands, except churn and mobile phone ARPU) | 2025 | 2024 | Chg | 2025 | 2024 | Chg |
| Postpaid mobile phone | ||||||
| Gross additions | 362 | 451 | (89) | 699 | 894 | (195) |
| Net additions | 35 | 112 | (77) | 46 | 210 | (164) |
| Total postpaid mobile phone subscribers 2,3 | 10,910 | 10,598 | 312 | 10,910 | 10,598 | 312 |
| Churn (monthly) | 1.00 | 1.07 | (0.07 | 1.01 | 1.09 | (0.08 |
| Prepaid mobile phone | ||||||
| Gross additions | 135 | 148 | (13) | 267 | 232 | 35 |
| Net additions | 26 | 50 | (24) | 49 | 13 | 36 |
| Total prepaid mobile phone subscribers 2,3 | 1,160 | 1,068 | 92 | 1,160 | 1,068 | 92 |
| Churn (monthly) | 3.23 | 3.20 | 0.03 | 3.28 | 3.55 | (0.27 |
| Mobile phone ARPU (monthly) 4 | 55.45 | 57.24 | (1.79) | 56.24 | 57.64 | (1.40) |
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 Effective April 1, 2025, and on a prospective basis, we adjusted our mobile phone subscriber bases to add 96,000 postpaid subscribers and 5,000 prepaid subscribers associated with the completion of the migration of customers from brands we had previously stopped selling. We believe this adjustment more meaningfully reflects the underlying organic subscriber performance of our mobile phone business.
4 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 1% increases in service revenue this quarter and year to date were primarily a result of continued growth in our subscriber base.
The decrease in mobile phone ARPU this quarter and year to date were a result of ongoing competitive intensity in a slowing market.
The decrease in gross and net additions this quarter and year to date were 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 | Second Quarter 2025 |
|---|
Equipment revenue
The 13% increase in equipment revenue this quarter and 5% increase year to date were primarily a result of:
•higher device upgrades by existing customers; and
•a continued shift in the product mix towards higher-value devices; partially offset by
•a decrease in new subscribers purchasing devices due to lower gross additions.
Operating costs
Cost of equipment
The 7% increase in the cost of equipment this quarter and the marginal increase year to date were a result of the equipment revenue changes discussed above.
Other operating costs
The 4% increases in other operating costs this quarter and year to date were a result of:
•higher service costs; and
•higher costs associated with marketing and advertising initiatives.
Adjusted EBITDA
The 1% increases in adjusted EBITDA this quarter and year to date were a result of the revenue and expense changes discussed above.
| Rogers Communications Inc. | 7 | Second Quarter 2025 |
|---|
CABLE
Cable Financial Results
| Three months ended June 30 | Six months ended June 30 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions of dollars, except margins) | 2025 | 2024 | % Chg | 2025 | 2024 | % Chg | ||||||
| Revenue | ||||||||||||
| Service revenue from external customers | 1,944 | 1,935 | — | 3,851 | 3,870 | — | ||||||
| Service revenue from internal customers | 17 | 13 | 31 | 34 | 25 | 36 | ||||||
| Service revenue | 1,961 | 1,948 | 1 | 3,885 | 3,895 | — | ||||||
| Equipment revenue from external customers | 7 | 16 | (56) | 18 | 28 | (36) | ||||||
| Revenue | 1,968 | 1,964 | — | 3,903 | 3,923 | (1) | ||||||
| Operating costs | 821 | 848 | (3) | 1,648 | 1,707 | (4) | ||||||
| Adjusted EBITDA | 1,147 | 1,116 | 3 | 2,255 | 2,216 | 2 | ||||||
| Adjusted EBITDA margin | 58.3 | % | 56.8 | % | 1.5 | pts | 57.8 | % | 56.5 | % | 1.3 | pts |
| Capital expenditures | 404 | 509 | (21) | 850 | 989 | (14) |
Cable Subscriber Results 1
| Three months ended June 30 | Six months ended June 30 | |||||
|---|---|---|---|---|---|---|
| (In thousands, except ARPA and penetration) | 2025 | 2024 | Chg | 2025 | 2024 | Chg |
| Homes passed 2 | 10,354 | 10,061 | 293 | 10,354 | 10,061 | 293 |
| Customer relationships | ||||||
| Net additions | 16 | 13 | 3 | 20 | 20 | — |
| Total customer relationships 2,3 | 4,825 | 4,656 | 169 | 4,825 | 4,656 | 169 |
| ARPA (monthly) 4 | 135.74 | 139.62 | (3.88) | 136.59 | 139.87 | (3.28) |
| Penetration 2 | 46.6 | 46.3 | 0.3 | 46.6 | 46.3 | 0.3 |
| Retail Internet | ||||||
| Net additions | 26 | 26 | — | 49 | 52 | (3) |
| Total retail Internet subscribers 2,3 | 4,446 | 4,214 | 232 | 4,446 | 4,214 | 232 |
| Video | ||||||
| Net losses | (25) | (33) | 8 | (57) | (60) | 3 |
| Total Video subscribers 2 | 2,560 | 2,691 | (131) | 2,560 | 2,691 | (131) |
| Home Monitoring | ||||||
| Net additions | 3 | 13 | (10) | 8 | 12 | (4) |
| Total Home Monitoring subscribers 2 | 141 | 101 | 40 | 141 | 101 | 40 |
| Home Phone | ||||||
| Net losses | (29) | (31) | 2 | (55) | (66) | 11 |
| Total Home Phone subscribers 2 | 1,452 | 1,563 | (111) | 1,452 | 1,563 | (111) |
All values are in US Dollars.
1 Subscriber results are key performance indicators. See "Key Performance Indicators".
2 As at end of period.
3 Effective April 1, 2025, and on a prospective basis, we added 122,000 customer relationships and 124,000 retail Internet subscribers to reflect the completion of the migration of subscribers from legacy Fido Internet plans that we had previously removed when we stopped selling new plans for this service. Given this, we believe this adjustment more meaningfully reflects the underlying organic subscriber performance of our retail Internet business.
4 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% increase in service revenue was a result of:
•retail Internet subscriber growth; and
•base management activity; partially offset by
•declines in our Home Phone and Video subscriber bases.
Service revenue year to date was in line with the prior year.
| Rogers Communications Inc. | 8 | Second Quarter 2025 |
|---|
Operating costs
The 3% decrease in operating costs this quarter and 4% decrease year to date were a result of:
•ongoing cost efficiency initiatives; partially offset by
•increased costs associated with marketing and advertising activities.
Adjusted EBITDA
The 3% increase in adjusted EBITDA this quarter and 2% increase year to date were a result of the service revenue and expense changes discussed above.
| Rogers Communications Inc. | 9 | Second Quarter 2025 |
|---|
MEDIA
Media Financial Results
| Three months ended June 30 | Six months ended June 30 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions of dollars, except margins) | 2025 | 2024 | % Chg | 2025 | 2024 | % Chg | ||||||
| Revenue from external customers | 730 | 665 | 10 | 1,247 | 1,080 | 15 | ||||||
| Revenue from internal customers | 78 | 71 | 10 | 157 | 135 | 16 | ||||||
| Revenue | 808 | 736 | 10 | 1,404 | 1,215 | 16 | ||||||
| Operating costs | 803 | 736 | 9 | 1,466 | 1,318 | 11 | ||||||
| Adjusted EBITDA | 5 | — | n/m | (62) | (103) | (40) | ||||||
| Adjusted EBITDA margin | 0.6 | % | — | % | 0.6 | pts | (4.4) | % | (8.5) | % | 4.1 | pts |
| Capital expenditures | 27 | 48 | (44) | 63 | 168 | (63) |
n/m – not meaningful
Revenue
The 10% increase in revenue this quarter and 16% increase year to date were a result of:
•higher sports-related revenue due to the success of the NHL season and higher Toronto Blue Jays revenue; and
•higher revenue related to the launch of Warner Bros. Discovery suite of channels.
Operating costs
The 9% increase in operating costs this quarter and 11% increase year to date were a result of:
•higher programming costs, including those related to the launch of the Warner Bros. Discovery suite of channels and content; and
•higher Toronto Blue Jays expenses, including player payroll and game day-related costs.
Adjusted EBITDA
The increases in adjusted EBITDA this quarter and year to date were a result of the revenue and expense changes discussed above.
| Rogers Communications Inc. | 10 | Second Quarter 2025 |
|---|
CAPITAL EXPENDITURES
| Three months ended June 30 | Six months ended June 30 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions of dollars, except capital intensity) | 2025 | 2024 | % Chg | 2025 | 2024 | % Chg | ||||||
| Wireless | 365 | 396 | (8) | 772 | 800 | (4) | ||||||
| Cable | 404 | 509 | (21) | 850 | 989 | (14) | ||||||
| Media | 27 | 48 | (44) | 63 | 168 | (63) | ||||||
| Corporate | 35 | 46 | (24) | 124 | 100 | 24 | ||||||
| Capital expenditures 1 | 831 | 999 | (17) | 1,809 | 2,057 | (12) | ||||||
| Capital intensity 2 | 15.9 | % | 19.6 | % | (3.7 | pts) | 17.7 | % | 20.6 | % | (2.9 | 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 June 30, 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
The decreases in capital expenditures in Wireless this quarter and year to date were due to timing of investments and the recognition of capital efficiencies. We continue 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 decreases in capital expenditures in Cable this quarter and year to date were 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 decreases in capital expenditures in Media this quarter and year to date were primarily a result of lower Toronto Blue Jays stadium infrastructure expenditures associated with the Rogers Centre modernization project that was completed in the prior year, partially offset by higher IT and digital infrastructures expenditures.
Capital intensity
Capital intensity decreased this quarter and year to date as a result of the revenue and capital expenditure changes discussed above.
| Rogers Communications Inc. | 11 | Second 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 June 30 | Six months ended June 30 | |||||
|---|---|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | % Chg | 2025 | 2024 | % Chg |
| Adjusted EBITDA | 2,362 | 2,325 | 2 | 4,616 | 4,539 | 2 |
| Deduct (add): | ||||||
| Depreciation and amortization | 1,184 | 1,136 | 4 | 2,350 | 2,285 | 3 |
| Restructuring, acquisition and other | 238 | 90 | 164 | 365 | 232 | 57 |
| Finance costs | 628 | 576 | 9 | 1,207 | 1,156 | 4 |
| Other (income) expense | (9) | (5) | 80 | (7) | 3 | n/m |
| Income tax expense | 173 | 134 | 29 | 273 | 213 | 28 |
| Net income | 148 | 394 | (62) | 428 | 650 | (34) |
Depreciation and amortization
| Three months ended June 30 | Six months ended June 30 | |||||
|---|---|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | % Chg | 2025 | 2024 | % Chg |
| Depreciation of property, plant and equipment | 933 | 902 | 3 | 1,864 | 1,808 | 3 |
| Depreciation of right-of-use assets | 113 | 97 | 16 | 211 | 207 | 2 |
| Amortization | 138 | 137 | 1 | 275 | 270 | 2 |
| Total depreciation and amortization | 1,184 | 1,136 | 4 | 2,350 | 2,285 | 3 |
Restructuring, acquisition and other
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | 2025 | 2024 |
| Restructuring, acquisition and other excluding Shaw Transaction-related costs | 213 | 66 | 303 | 178 |
| Shaw Transaction-related costs | 25 | 24 | 62 | 54 |
| Total restructuring, acquisition and other | 238 | 90 | 365 | 232 |
The restructuring, acquisition and other costs excluding Shaw Transaction-related costs in the second 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 expenses directly related to completing the network transaction and an unfavourable regulatory decision related to retransmission of distant signals (see "Regulatory Developments" for more information).
The Shaw Transaction-related costs in 2024 and 2025 consisted of incremental costs supporting integration activities related to the Shaw Transaction.
| Rogers Communications Inc. | 12 | Second Quarter 2025 |
|---|
Finance costs
| Three months ended June 30 | Six months ended June 30 | |||||
|---|---|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | % Chg | 2025 | 2024 | % Chg |
| Interest on borrowings, net 1 | 488 | 512 | (5) | 999 | 1,020 | (2) |
| Interest on lease liabilities | 36 | 34 | 6 | 72 | 69 | 4 |
| Interest on post-employment benefits | (1) | — | — | (3) | (2) | 50 |
| (Gain) loss on foreign exchange | (75) | 30 | n/m | (86) | 139 | n/m |
| Change in fair value of derivative instruments | 59 | (24) | n/m | 72 | (122) | n/m |
| Change in fair value of subsidiary equity derivative instruments 2 | 93 | — | n/m | 93 | — | n/m |
| Capitalized interest | (8) | (10) | (20) | (17) | (22) | (23) |
| Deferred transaction costs and other | 36 | 34 | 6 | 77 | 74 | 4 |
| Total finance costs | 628 | 576 | 9 | 1,207 | 1,156 | 4 |
1 Interest on borrowings, net includes interest on short-term borrowings and on long-term debt.
2 Reflects the change in fair value of derivatives entered related to our subsidiary equity investment (see "Financial Risk Management" for more information). This amount is removed from the calculation of adjusted net income and adjusted net income attributable to RCI shareholders (see below).
Income tax expense
| Three months ended June 30 | Six months ended June 30 | |||||||
|---|---|---|---|---|---|---|---|---|
| (In millions of dollars, except tax rates) | 2025 | 2024 | 2025 | 2024 | ||||
| Statutory income tax rate | 26.2 | % | 26.2 | % | 26.2 | % | 26.2 | % |
| Income before income tax expense | 321 | 528 | 701 | 863 | ||||
| Computed income tax expense | 84 | 138 | 184 | 226 | ||||
| Increase (decrease) in income tax expense resulting from: | ||||||||
| Non-deductible (taxable) stock-based compensation | 1 | (4) | (1) | (10) | ||||
| Non-deductible portion of equity losses | 1 | 1 | 1 | 1 | ||||
| Non-deductible portion of capital losses 1 | 44 | — | 44 | — | ||||
| Unrealized capital losses for which no deferred tax asset is recognized 1 | 45 | — | 45 | — | ||||
| Other items | (2) | (1) | — | (4) | ||||
| Total income tax expense | 173 | 134 | 273 | 213 | ||||
| Effective income tax rate | 53.9 | % | 25.4 | % | 38.9 | % | 24.7 | % |
| Cash income taxes paid | 126 | 158 | 314 | 232 |
1 Reflects permanent and temporary differences, respectively, on the revaluation of the subsidiary equity derivatives (see "Financial Risk Management" for more information) that are not deductible for tax purposes.
Cash income taxes paid decreased this quarter and increased year to date due to the timing of installments.
Net income
| Three months ended June 30 | Six months ended June 30 | |||||
|---|---|---|---|---|---|---|
| (In millions of dollars, except per share amounts) | 2025 | 2024 | % Chg | 2025 | 2024 | % Chg |
| Net income | 148 | 394 | (62) | 428 | 650 | (34) |
| Net income attributable to RCI shareholders | 157 | 394 | (60) | 437 | 650 | (33) |
| Basic earnings per share attributable to RCI shareholders | $0.29 | $0.74 | (61) | $0.81 | $1.22 | (34) |
| Diluted earnings per share attributable to RCI shareholders | $0.29 | $0.73 | (60) | $0.79 | $1.20 | (34) |
| Rogers Communications Inc. | 13 | Second Quarter 2025 | ||||
| --- | --- | --- |
Adjusted net income
We calculate adjusted net income from adjusted EBITDA as follows:
| Three months ended June 30 | Six months ended June 30 | |||||
|---|---|---|---|---|---|---|
| (In millions of dollars, except per share amounts) | 2025 | 2024 | % Chg | 2025 | 2024 | % Chg |
| Adjusted EBITDA | 2,362 | 2,325 | 2 | 4,616 | 4,539 | 2 |
| Deduct: | ||||||
| Depreciation and amortization 1 | 972 | 916 | 6 | 1,909 | 1,823 | 5 |
| Finance costs 2 | 535 | 576 | (7) | 1,114 | 1,156 | (4) |
| Other (income) expense | (9) | (5) | 80 | (7) | 3 | n/m |
| Income tax expense 3 | 232 | 215 | 8 | 425 | 394 | 8 |
| Adjusted net income | 632 | 623 | 1 | 1,175 | 1,163 | 1 |
| Adjusted net income attributable to RCI shareholders | 620 | 623 | — | 1,163 | 1,163 | — |
| Adjusted earnings per share attributable to RCI shareholders: | ||||||
| Basic | $1.15 | $1.17 | (2) | $2.16 | $2.19 | (1) |
| Diluted | $1.14 | $1.16 | (2) | $2.14 | $2.16 | (1) |
1 Depreciation and amortization 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 and six months ended June 30, 2025 of $212 million and $441 million (2024 - $220 million and $462 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 Finance costs exclude the $93 million change in fair value of subsidiary equity derivative instruments for the three and six months ended June 30, 2025. Effective this quarter and as a result of closing the network transaction, we believe removing this amount more accurately reflects our ongoing operational results as these derivative instruments economically hedge the foreign exchange impacts of the network transaction but they are not eligible to be accounted for as hedges in accordance with IFRS. See "Financial Risk Management - Subsidiary equity derivatives" for more details on these derivative instruments.
3 Income tax expense excludes recoveries of $59 million and $152 million (2024 - recoveries of $81 million and $181 million) for the three and six months ended June 30, 2025 related to the income tax impact for adjusted items.
Effective this quarter, as a result of the closing of the network transaction, we are introducing a new non-GAAP measure - adjusted net income attributable to RCI shareholders. In addition to the adjustments applied to net income to calculate adjusted net income, adjusted net income attributable to RCI shareholders further adjusts net income attributable to RCI shareholders by removing the impacts of foreign exchange revaluation within BNSI as the subsidiary equity derivatives we have entered into economically and effectively hedge our foreign exchange exposures arising from the investment.
| Rogers Communications Inc. | 14 | Second Quarter 2025 |
|---|
Managing our Liquidity and Financial Resources
Operating, investing, and financing activities
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | 2025 | 2024 |
| Cash provided by operating activities before changes in net operating assets and liabilities, income taxes paid, and interest paid | 2,145 | 2,224 | 4,307 | 4,322 |
| Change in net operating assets and liabilities | (28) | (120) | (111) | (409) |
| Income taxes paid | (126) | (158) | (314) | (232) |
| Interest paid, net | (395) | (474) | (990) | (1,029) |
| Cash provided by operating activities | 1,596 | 1,472 | 2,892 | 2,652 |
| Investing activities: | ||||
| Capital expenditures | (831) | (999) | (1,809) | (2,057) |
| Additions to program rights | (24) | (10) | (48) | (23) |
| Changes in non-cash working capital related to capital expenditures and intangible assets | (68) | (48) | (56) | 39 |
| Acquisitions and other strategic transactions, net of cash acquired | — | (380) | — | (475) |
| Other | 7 | (1) | 8 | 12 |
| Cash used in investing activities | (916) | (1,438) | (1,905) | (2,504) |
| Financing activities: | ||||
| Net (repayment of) proceeds received from short-term borrowings | (483) | (43) | (1,336) | 1,261 |
| Net (repayment) issuance of long-term debt | (2,178) | (18) | 424 | (1,126) |
| Net (payments) proceeds on settlement of debt derivatives and subsidiary equity derivatives | (6) | 24 | 77 | 22 |
| Transaction costs incurred | (61) | (4) | (99) | (46) |
| Principal payments of lease liabilities | (134) | (119) | (267) | (231) |
| Dividends paid to RCI shareholders | (188) | (182) | (373) | (372) |
| Issuance of subsidiary shares to non-controlling interest | 6,656 | — | 6,656 | — |
| Other | (3) | (5) | (4) | (5) |
| Cash provided by (used in) financing activities | 3,603 | (347) | 5,078 | (497) |
| Change in cash and cash equivalents | 4,283 | (313) | 6,065 | (349) |
| Cash and cash equivalents, beginning of period | 2,680 | 764 | 898 | 800 |
| Cash and cash equivalents, end of period | 6,963 | 451 | 6,963 | 451 |
Operating activities
Cash provided by operating activities increased this quarter and year to date primarily as a result of higher adjusted EBITDA and lower interest paid, net.
Investing activities
Capital expenditures
During the quarter and year to date, we incurred $831 million and $1,809 million (2024 - $999 million and $2,057 million) on capital expenditures before changes in non-cash working capital items. See "Capital Expenditures" for more information.
Financing activities
During the quarter and year to date, we paid net amounts of $2,728 million and $934 million (2024 - paid $41 million and received $111 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. We also closed the network transaction and received US$4.85 billion ($6.7 billion) in cash from Blackstone.
| Rogers Communications Inc. | 15 | Second Quarter 2025 |
|---|
Short-term borrowings
Our short-term borrowings consist of amounts outstanding under our receivables securitization program, our US dollar-denominated commercial paper (US CP) program, and our non-revolving credit facilities. Below is a summary of our short-term borrowings as at June 30, 2025 and December 31, 2024.
| As at<br>June 30 | As at<br>December 31 | |
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Receivables securitization program | 1,600 | 2,000 |
| US commercial paper program (net of the discount on issuance) | — | 452 |
| Non-revolving credit facility borrowings (net of the discount on issuance) | — | 507 |
| Total short-term borrowings | 1,600 | 2,959 |
The table below summarizes the activity relating to our short-term borrowings for the three and six months ended June 30, 2025 and 2024.
| Three months ended June 30, 2025 | Six months ended <br>June 30, 2025 | |||||
|---|---|---|---|---|---|---|
| Notional | Exchange | Notional | Notional | Exchange | Notional | |
| (In millions of dollars, except exchange rates) | (US$) | rate | (Cdn$) | (US$) | rate | (Cdn$) |
| Repayment of receivables securitization | — | (400) | ||||
| Net repayment of receivables securitization | — | (400) | ||||
| Proceeds received from US commercial paper | — | — | — | 299 | 1.435 | 429 |
| Repayment of US commercial paper | — | — | — | (616) | 1.430 | (881) |
| Net repayment of US commercial paper | — | (452) | ||||
| Proceeds received from non-revolving credit facilities (US$) 1 | — | — | — | 1,045 | 1.433 | 1,497 |
| Repayment of non-revolving credit facilities (US$) | (349) | 1.384 | (483) | (1,397) | 1.418 | (1,981) |
| Net repayment of non-revolving credit facilities | (483) | (484) | ||||
| Net repayment of short-term borrowings | (483) | (1,336) |
1 Borrowings under our non-revolving facility matured and were reissued regularly, such that until repaid, we maintained net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.
| Three months ended June 30, 2024 | Six months ended June 30, 2024 | |||||
|---|---|---|---|---|---|---|
| (In millions of dollars, except exchange rates) | Notional (US$) | Exchange rate | Notional (Cdn$) | Notional (US$) | Exchange rate | Notional (Cdn$) |
| Proceeds received from receivables securitization | — | 800 | ||||
| Net proceeds received from receivables securitization | — | 800 | ||||
| Proceeds received from US commercial paper | 443 | 1.366 | 605 | 1,282 | 1.354 | 1,736 |
| Repayment of US commercial paper | (656) | 1.369 | (898) | (1,305) | 1.359 | (1,774) |
| Net repayment of US commercial paper | (293) | (38) | ||||
| Proceeds received from non-revolving credit facilities (US$) 1 | 369 | 1.366 | 504 | 554 | 1.359 | 753 |
| Repayment of non-revolving credit facilities (US$) 1 | (185) | 1.373 | (254) | (185) | 1.373 | (254) |
| Net proceeds received from non-revolving credit facilities | 250 | 499 | ||||
| Net (repayment of) proceeds received from short-term borrowings | (43) | 1,261 |
1 Borrowings under our non-revolving facility matured and were reissued regularly, such that until repaid, we maintained net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.
In March 2024, we borrowed US$185 million ($250 million) under our $500 million non-revolving credit facility. In April 2024, we borrowed an additional US$184 million ($250 million). In April 2025, we repaid the outstanding balance of US$349 million ($500 million) and terminated the facility. The related debt derivatives were also settled concurrently.
| Rogers Communications Inc. | 16 | Second Quarter 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.
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 and six months ended June 30, 2025 and 2024.
| Three months ended<br> June 30, 2025 | Six months ended <br>June 30, 2025 | ||||||
|---|---|---|---|---|---|---|---|
| (In millions of dollars, except exchange rates) | Exchange | Exchange | |||||
| rate | (Cdn) | (US) | rate | (Cdn) | |||
| Credit facility borrowings (Cdn) | |||||||
| Total credit facility borrowings | |||||||
| Term loan facility net borrowings (US) 1 | — | n/m | |||||
| Term loan facility net repayments (US) 1 | 1.380 | 1.380 | |||||
| Net repayments under term loan facility | |||||||
| Senior note repayments (Cdn) | |||||||
| Senior note repayments (US) | — | 1.439 | |||||
| Total senior notes repayments | |||||||
| Net repayment of senior notes | |||||||
| Subordinated note issuances (Cdn) | |||||||
| Subordinated note issuances (US) | — | 1.432 | |||||
| Total issuances of subordinated notes | |||||||
| Net (repayment) issuance of long-term debt |
All values are in US Dollars.
1 Borrowings under our term loan facility matured and were reissued regularly, such that until repaid, we maintained net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.
| Three months ended June 30, 2024 | Six months ended June 30, 2024 | ||||
|---|---|---|---|---|---|
| (In millions of dollars, except exchange rates) | Exchange rate | Notional (Cdn$) | Notional (US$) | Exchange rate | Notional (Cdn$) |
| Term loan facility net repayments (US) 1 | n/m | (18) | (2,512) | 1.351 | (3,393) |
| Net repayments under term loan facility | (18) | (3,393) | |||
| Senior note issuances (US) | — | — | 2,500 | 1.347 | 3,367 |
| Senior note repayments (Cdn) | — | (1,100) | |||
| Net issuance of senior notes | — | 2,267 | |||
| Net repayment of long-term debt | (18) | (1,126) |
All values are in US Dollars.
1 Borrowings under our term loan facility matured and were reissued regularly, such that until repaid, we maintained net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.
| Rogers Communications Inc. | 17 | Second Quarter 2025 | ||
|---|---|---|---|---|
| Three months ended June 30 | Six months ended June 30 | |||
| --- | --- | --- | --- | --- |
| (In millions of dollars) | 2025 | 2024 | 2025 | 2024 |
| Long-term debt, beginning of period | 44,452 | 40,320 | 41,896 | 40,855 |
| Net (repayment) issuance of long-term debt | (2,178) | (18) | 424 | (1,126) |
| Increase in government grant liability related to Canada Infrastructure Bank facility | (21) | — | (38) | — |
| (Gain) loss on foreign exchange | (1,384) | 251 | (1,398) | 839 |
| Deferred transaction costs incurred | (49) | (3) | (100) | (53) |
| Amortization of deferred transaction costs | 32 | 35 | 68 | 70 |
| Long-term debt, end of period | 40,852 | 40,585 | 40,852 | 40,585 |
This quarter, we repaid the $1 billion outstanding under the April 2026 tranche of the term loan and terminated the facility.
In connection with the network transaction, we paid an aggregate of approximately $30 million to the consenting holders of our outstanding senior notes for their consent to certain clarifying amendments to the indentures governing those securities concurrently with the closing of the network transaction plus approximately $18 million of other directly attributable transaction costs. These costs will be amortized into finance costs over the remaining terms of the underlying notes using the effective interest method.
In July 2025, to partially fund the MLSE Transaction, we borrowed US$1.3 billion ($1.8 billion) under our revolving credit facility and US$1.5 billion ($2 billion) under two new $1 billion non-revolving credit facilities that mature in July 2026.
Issuance of senior and subordinated notes and related debt derivatives
Below is a summary of the senior and subordinated notes we issued during the three and six months ended June 30, 2025 and 2024.
| (In millions of dollars, except interest rates and discounts) | Discount/ premium at issuance | Total gross<br><br><br><br>proceeds 1 (Cdn$) | 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 used 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.
| Rogers Communications Inc. | 18 | Second Quarter 2025 |
|---|
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.
Cash tender offers
On July 11, 2025, we commenced separate offers to purchase for cash certain series of our outstanding Canadian dollar-denominated and US dollar-denominated senior notes. These offers expired on July 18, 2025. Pursuant to these offers, we accepted for purchase $1,205 million principal amount of our Canadian dollar-denominated senior notes and US$1,707 million principal amount of our US dollar-denominated senior notes. On July 23, 2025, we will pay $1,147 million and US$1,386 million, respectively, plus accrued interest, for the purchase of those accepted senior notes. In connection with our purchase of the US-dollar denominated senior notes, we will also partially settle the associated debt derivatives. See "Financial Risk Management" for more information.
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 |
| April 22, 2025 | June 9, 2025 | July 3, 2025 | 0.50 | 270 | — | 270 | — |
| 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.
Non-controlling interest
On June 20, 2025, through the network transaction, we sold a 49.9% equity interest, representing a 20% voting interest, in a subsidiary (BNSI) that owns a portion of our wireless backhaul transport infrastructure to Blackstone for US$4.85 billion ($6.7 billion). We control BNSI and have therefore included its results in our consolidated financial statements. 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 BNSI for a cash purchase price based on the lesser of a multiple of BNSI's EBITDA (calculated in accordance with the BNSI shareholder agreement) and an amount necessary to provide Blackstone with an 8% annual rate of return, subject to a pre-agreed floor and after considering distributions previously made to Blackstone. Blackstone does not have a right to require Rogers to repurchase or redeem its shares.
BNSI is the exclusive provider to Rogers of backhaul services for cellular data transmission in Ontario and Alberta, subject to certain exceptions. RCI has entered into a long-term backhaul services agreement with BNSI (for an initial term of 25 years and subject to renewal) under which it will pay fees to BNSI for cellular data transmission, subject to an annual minimum payment and periodic price adjustments.
During the first five years of Blackstone's investment, BNSI will have a distribution policy to make quarterly pro rata cash distributions to Blackstone and RCCI of available cash in an amount that is intended to provide Blackstone with a 7% annual
| Rogers Communications Inc. | 19 | Second Quarter 2025 |
|---|
return on its US dollar investment. Except in certain circumstances, Rogers will be entitled to any excess cash above the target distribution threshold during this five-year period, which may be loaned to RCI. After the first five years of Blackstone’s investment, all distributions of available cash by BNSI will be made on a pro rata basis to Blackstone and RCCI.
We have entered into derivative agreements in connection with the network transaction (see "Financial Risk Management" for more information).
Free cash flow
| Three months ended June 30 | Six months ended June 30 | |||||
|---|---|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | % Chg | 2025 | 2024 | % Chg |
| Adjusted EBITDA | 2,362 | 2,325 | 2 | 4,616 | 4,539 | 2 |
| Deduct: | ||||||
| Capital expenditures 1 | 831 | 999 | (17) | 1,809 | 2,057 | (12) |
| Interest on borrowings, net and capitalized interest | 480 | 502 | (4) | 982 | 998 | (2) |
| Cash income taxes 2 | 126 | 158 | (20) | 314 | 232 | 35 |
| Free cash flow | 925 | 666 | 39 | 1,511 | 1,252 | 21 |
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.
The increases in free cash flow this quarter and year to date were primarily a result of lower capital expenditures and higher adjusted EBITDA.
As a result of closing the network transaction, we have amended our definition of free cash flow to deduct distributions paid to non-controlling interests to reflect the unavailability of this cash flow to repay debt or reinvest in our company. No distributions were paid to non-controlling interests this quarter. See "Non-controlling interest" above for more information on the network transaction.
| Rogers Communications Inc. | 20 | Second Quarter 2025 |
|---|
Overview of Financial Position
Consolidated statements of financial position
| As at | As at | ||||
|---|---|---|---|---|---|
| June 30 | December 31 | ||||
| (In millions of dollars) | 2025 | 2024 | $ Chg | % Chg | Explanation of significant changes |
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 6,963 | 898 | 6,065 | n/m | See "Managing our Liquidity and Financial Resources". |
| Accounts receivable | 5,386 | 5,478 | (92) | (2) | Reflects business seasonality. |
| Inventories | 549 | 641 | (92) | (14) | Reflects a decrease in Wireless handset inventories. |
| Current portion of contract assets | 160 | 171 | (11) | (6) | n/m |
| Other current assets | 990 | 849 | 141 | 17 | 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 | 69 | 336 | (267) | (79) | Reflects the change in market values of certain debt and expenditure derivatives as a result of the appreciation of the Cdn$ relative to the US$. |
| Total current assets | 14,117 | 8,373 | 5,744 | 69 | |
| Property, plant and equipment | 25,288 | 25,072 | 216 | 1 | Reflects new right-of-use assets and capital expenditures incurred, partially offset by depreciation expense related to our asset base. |
| Intangible assets | 17,581 | 17,858 | (277) | (2) | Reflects amortization expense related to the intangible assets acquired in the Shaw Transaction. |
| Investments | 593 | 615 | (22) | (4) | n/m |
| Derivative instruments | 697 | 997 | (300) | (30) | Reflects the change in market values of certain debt derivatives as a result of the appreciation of the Cdn$ relative to the US$. |
| Financing receivables | 1,068 | 1,189 | (121) | (10) | Reflects lower financing receivables as a result of business seasonality. |
| Other long-term assets | 1,561 | 1,027 | 534 | 52 | Primarily reflects deferred compensation related to Toronto Blue Jays players (with a corresponding liability in other long-term liabilities). |
| Goodwill | 16,280 | 16,280 | — | — | n/m |
| Total assets | 77,185 | 71,411 | 5,774 | 8 | |
| Liabilities and equity | |||||
| Current liabilities: | |||||
| Short-term borrowings | 1,600 | 2,959 | (1,359) | (46) | See "Managing our Liquidity and Financial Resources". |
| Accounts payable and accrued liabilities | 3,906 | 4,059 | (153) | (4) | Reflects business seasonality. |
| Income tax payable | 12 | 26 | (14) | (54) | n/m |
| Other current liabilities | 476 | 482 | (6) | (1) | n/m |
| Contract liabilities | 737 | 800 | (63) | (8) | Primarily reflects revenue recognized on customer service prepayments and subscriptions. |
| Current portion of long-term debt | 955 | 3,696 | (2,741) | (74) | Reflects the repayment at maturity of US$1 billion of senior notes in March 2025 and $1.25 billion of senior notes in April 2025. |
| Current portion of lease liabilities | 611 | 587 | 24 | 4 | n/m |
| Total current liabilities | 8,297 | 12,609 | (4,312) | (34) | |
| Provisions | 62 | 61 | 1 | 2 | n/m |
| Long-term debt | 39,897 | 38,200 | 1,697 | 4 | Reflects the issuance of US$2.1 billion and $1 billion of subordinated notes in February 2025, partially offset by the $1 billion repayment of the term loan facility. |
| Lease liabilities | 2,342 | 2,191 | 151 | 7 | Reflects liabilities for new leases entered. |
| Other long-term liabilities | 2,513 | 1,666 | 847 | 51 | Primarily reflects changes in market values of certain debt derivatives as a result of the appreciation of the Cdn$ relative to the US$, changes in the market value of the subsidiary equity derivatives related to the network transaction, and a liability for certain Toronto Blue Jays player compensation. |
| Deferred tax liabilities | 6,207 | 6,281 | (74) | (1) | n/m |
| Total liabilities | 59,318 | 61,008 | (1,690) | (3) | |
| Equity | 17,867 | 10,403 | 7,464 | 72 | Primarily reflects the $6.7 billion received through the network transaction. |
| Total liabilities and equity | 77,185 | 71,411 | 5,774 | 8 | |
| Rogers Communications Inc. | 21 | Second 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 June 30, 2025 and December 31, 2024.
| As at June 30, 2025 | Total sources | Drawn | Letters of credit | Net available |
|---|---|---|---|---|
| (In millions of dollars) | ||||
| Cash and cash equivalents | 6,963 | — | — | 6,963 |
| Bank credit facilities 1: | ||||
| Revolving | 4,000 | — | 10 | 3,990 |
| Outstanding letters of credit | 3 | — | 3 | — |
| Receivables securitization 1 | 2,400 | 1,600 | — | 800 |
| Total | 13,366 | 1,600 | 13 | 11,753 |
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 and year to date, we borrowed $34 million and $62 million under this facility.
Weighted average cost of borrowings
Our weighted average cost of all borrowings was 4.79% as at June 30, 2025 (December 31, 2024 - 4.61%) and our weighted average term to maturity was 10.2 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. | 22 | Second 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>June 30 | As at<br>December 31 | |
|---|---|---|
| (In millions of dollars, except ratios) | 2025 | 2024 |
| Current portion of long-term debt | 955 | 3,696 |
| Long-term debt | 39,897 | 38,200 |
| Deferred transaction costs and discounts | 983 | 951 |
| 41,835 | 42,847 | |
| Add (deduct): | ||
| Adjustment of US dollar-denominated debt to hedged rate | (1,464) | (2,855) |
| Subordinated notes adjustment 1 | (3,444) | (1,540) |
| Short-term borrowings | 1,600 | 2,959 |
| Deferred government grant liability 2 | 76 | 39 |
| Current portion of lease liabilities | 611 | 587 |
| Lease liabilities | 2,342 | 2,191 |
| Cash and cash equivalents | (6,963) | (898) |
| Adjusted net debt 3 | 34,593 | 43,330 |
| Divided by: trailing 12-month adjusted EBITDA | 9,694 | 9,617 |
| Debt leverage ratio | 3.6 | 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 measure under IFRS and might not be comparable to similar financial measures disclosed by other companies. See "Non-GAAP and Other Financial Measures" for more information about this measure.
As at June 30, 2025, we had met 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 June 30, 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. | 23 | Second Quarter 2025 |
|---|
Outstanding common shares
| As at<br>June 30 | 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 | 429,073,267 | 424,949,191 |
| Total common shares | 540,225,278 | 536,101,202 |
| Options to purchase Class B Non-Voting Shares | ||
| Outstanding options | 12,204,957 | 9,707,847 |
| Outstanding options exercisable | 7,761,043 | 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 96.2% of our outstanding debt, including short-term borrowings, as at June 30, 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 and six months ended June 30, 2025 and 2024.
| Three months ended June 30, 2025 | Six months ended <br>June 30, 2025 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (In millions of dollars, except exchange rates) | Notional<br><br>(US$) | Exchange rate | Notional<br><br>(Cdn$) | Notional<br><br>(US$) | Exchange<br><br>rate | Notional<br><br>(Cdn$) | ||||
| Credit facilities | ||||||||||
| Debt derivatives entered | 1,006 | 1.391 | 1,399 | 4,148 | 1.423 | 5,902 | ||||
| Debt derivatives settled | 2,052 | 1.386 | 2,845 | 5,196 | 1.413 | 7,342 | ||||
| Net cash paid on settlement | (51) | (68) | ||||||||
| US commercial paper program | ||||||||||
| Debt derivatives entered | — | — | — | 299 | 1.435 | 429 | ||||
| Debt derivatives settled | — | — | — | 613 | 1.431 | 877 | ||||
| Net cash received on settlement | — | 2 | Rogers Communications Inc. | 24 | Second Quarter 2025 | |||||
| --- | --- | --- | ||||||||
| Three months ended June 30, 2024 | Six months ended <br>June 30, 2024 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||
| (In millions of dollars, except exchange rates) | Notional<br><br>(US$) | Exchange rate | Notional<br>(Cdn$) | Notional<br><br>(US$) | Exchange<br><br>rate | Notional<br><br>(Cdn$) | ||||
| Credit facilities | ||||||||||
| Debt derivatives entered | 2,556 | 1.367 | 3,495 | 8,263 | 1.351 | 11,163 | ||||
| Debt derivatives settled | 2,382 | 1.370 | 3,264 | 10,406 | 1.351 | 14,058 | ||||
| Net cash received on settlement | 17 | 16 | ||||||||
| US commercial paper program | ||||||||||
| Debt derivatives entered | 442 | 1.367 | 604 | 1,281 | 1.354 | 1,735 | ||||
| Debt derivatives settled | 650 | 1.369 | 890 | 1,296 | 1.360 | 1,762 | ||||
| Net cash received on settlement | 7 | 6 |
As at June 30, 2025, we had no 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 $1.439/US$ and $1.423/US$), 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 and six months ended June 30, 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 June 30, 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 $1.287/US$ (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 $95 million received on settlement of the associated debt derivatives.
In connection with the offers to purchase certain of our US dollar-denominated senior notes in July 2025, we will partially settle the associated debt derivatives on the accepted senior notes.
Lease liabilities
Below is a summary of the debt derivatives we entered into and settled related to our outstanding lease liabilities for the three and six months ended June 30, 2025 and 2024.
| Three months ended June 30, 2025 | Six months ended June 30, 2025 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (In millions of dollars, except exchange rates) | Notional<br><br>(US$) | Exchange rate | Notional<br>(Cdn$) | Notional<br><br>(US$) | Exchange<br><br>rate | Notional<br><br>(Cdn$) | ||||
| Debt derivatives entered | 55 | 1.400 | 77 | 114 | 1.395 | 159 | ||||
| Debt derivatives settled | 61 | 1.344 | 82 | 120 | 1.350 | 162 | Rogers Communications Inc. | 25 | Second Quarter 2025 | |
| --- | --- | --- | ||||||||
| Three months ended June 30, 2024 | Six months ended June 30, 2024 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||
| (In millions of dollars, except exchange rates) | Notional<br><br>(US$) | Exchange rate | Notional<br>(Cdn$) | Notional<br><br>(US$) | Exchange<br><br>rate | Notional<br><br>(Cdn$) | ||||
| Debt derivatives entered | 78 | 1.359 | 106 | 155 | 1.355 | 210 | ||||
| Debt derivatives settled | 53 | 1.321 | 70 | 101 | 1.317 | 133 |
As at June 30, 2025, we had US$410 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 July 2025 to June 2028 (December 31, 2024 - January 2025 to December 2027) at an average rate of $1.363/US$ (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 and six months ended June 30, 2025 and 2024.
| Three months ended June 30, 2025 | Six months ended June 30, 2025 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (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 | 965 | 1.359 | 1,311 | 1,175 | 1.365 | 1,604 | ||||||||
| Expenditure derivatives settled | 315 | 1.340 | 422 | 600 | 1.338 | 803 | Three months ended June 30, 2024 | Six months ended June 30, 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 | 420 | 1.348 | 566 | 510 | 1.341 | 684 | ||||||||
| Expenditure derivatives settled | 315 | 1.324 | 417 | 600 | 1.325 | 795 |
As at June 30, 2025, we had US$2,165 million notional amount of expenditure derivatives outstanding (December 31, 2024 - US$1,590 million) with terms to maturity ranging from July 2025 to June 2039 (December 31, 2024 - January 2025 to December 2026) at an average rate of $1.351/US$ (December 31, 2024 - $1.336/US$). Of the US$965 million notional expenditure derivatives entered this quarter, US$305 million relates to a hedge of future Toronto Blue Jays player compensation at a rate of $1.30/US$ over the next 14 years.
See "Mark-to-market value" for more information about our expenditure derivatives.
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 June 30, 2025, we had equity derivatives outstanding for 4.5 million (December 31, 2024 - 6.0 million) Class B Non-Voting Shares with a weighted average price of $45.89 (December 31, 2024 - $53.27).
This quarter, we settled 1.5 million equity derivatives at a weighted average price of $35.32 resulting in a net payment of $22 million on settlement. We also reset the pricing on 2.3 million existing equity derivatives, resulting in a net payment of $38 million. Finally, we 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).
See "Mark-to-market value" for more information about our equity derivatives.
Subsidiary equity derivatives
We have entered into cross-currency interest rate exchange agreements to manage the foreign exchange risk of our subsidiary equity investment (subsidiary equity derivatives). The subsidiary equity derivatives economically hedge our US dollar-denominated exposures arising from the subsidiary equity investment but cannot be designated as hedges for accounting purposes. This quarter, we entered into subsidiary equity derivatives for US$4.85 billion ($6.7 billion) that
| Rogers Communications Inc. | 26 | Second Quarter 2025 |
|---|
mature in 2033. These subsidiary equity derivatives convert an 8% US dollar-denominated cash flow into a Cdn$ rate of 7.16% until maturity on a quarterly basis.
See "Mark-to-market value" for more information about our subsidiary equity derivatives.
Cash settlements on debt derivatives and subsidiary equity derivatives
Below is a summary of the net (payments) proceeds on settlement of debt derivatives and subsidiary equity derivatives during the three and six months ended June 30, 2025 and 2024.
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In millions of dollars, except exchange rates) | 2025 | 2024 | 2025 | 2024 |
| Credit facilities | (51) | 17 | (68) | 16 |
| US commercial paper program | — | 7 | 2 | 6 |
| Senior and subordinated notes | — | — | 95 | — |
| Lease liabilities | 2 | — | 5 | — |
| Subsidiary equity derivatives | 43 | — | 43 | — |
| Net (payments) proceeds on settlement of debt derivatives and subsidiary equity derivatives | (6) | 24 | 77 | 22 |
Mark-to-market value
We record our derivatives using an estimated credit-adjusted, mark-to-market valuation, calculated in accordance with IFRS.
| As at June 30, 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$) | ||||
| Debt derivatives accounted for as cash flow hedges: | ||||||||
| As assets | 5,884 | 1.1997 | 7,059 | 739 | ||||
| As liabilities | 12,876 | 1.3285 | 17,106 | (1,061) | ||||
| Net mark-to-market debt derivative liability | (322) | |||||||
| Expenditure derivatives accounted for as cash flow hedges: | ||||||||
| As assets | 960 | 1.3345 | 1,281 | 17 | ||||
| As liabilities | 1,205 | 1.3648 | 1,645 | (40) | ||||
| Net mark-to-market expenditure derivative liability | (23) | |||||||
| Equity derivatives not accounted for as hedges: | ||||||||
| As assets | — | — | 81 | 10 | ||||
| As liabilities | — | — | 125 | (34) | ||||
| Net mark-to-market equity derivative liability | (24) | |||||||
| Subsidiary equity derivatives not accounted for as hedges: | ||||||||
| As liabilities | 4,850 | 1.3843 | 6,714 | (137) | ||||
| Net mark-to-market subsidiary equity derivative liability | (137) | |||||||
| Virtual power purchase agreement not accounted for as a hedge: | ||||||||
| As liabilities | — | — | — | (7) | ||||
| Net mark-to-market virtual power purchase agreement liability | (7) | |||||||
| Net mark-to-market liability | (513) | Rogers Communications Inc. | 27 | Second Quarter 2025 | ||||
| --- | --- | --- | ||||||
| As at December 31, 2024 | ||||||||
| --- | --- | --- | --- | --- | ||||
| (In millions of dollars, except exchange rates) | Notional<br><br>amount<br><br>(US$) | 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 June 30, 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 Canadian Radio-television and Telecommunications Commission's (CRTC) 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 Decision on Final Offer Arbitration between Rogers and Quebecor Regarding MVNO Access Rates
On May 28, 2025, the Federal Court of Appeal (FCA) dismissed our appeal of the CRTC's decision to accept Quebecor's offer on the rates we charge Quebecor to provide it with mobile virtual network operator services.
Copyright Retransmission of Distant Signals
On June 20, 2025, the Copyright Board of Canada released its revised Tariff for the Retransmission of Distant TV Signals (2014-2018). The revised Tariff was issued pursuant to the direction of the FCA in its judicial review decision dated May 8, 2025, which set aside the Copyright Board’s 2024 redetermination decision. The 2024 Redetermination was released on January 12, 2024, and substantially lowered the tariff rates the Copyright Board had previously approved in 2019. As a result of the revised Tariff, we recognized a $36 million charge, including interest, in "restructuring, acquisition and other" this quarter.
| Rogers Communications Inc. | 28 | Second Quarter 2025 |
|---|
CRTC Review of Wholesale Wireline Telecommunications Services
On June 20, 2025, in Telecom Decision CRTC 2025-154, Consolidated applications to review and vary Telecom Regulatory Policy 2024-180, the CRTC declined to vary the final decision made regarding Telecom Regulatory Policy CRTC 2024-180, Competition in Canada’s Internet service markets, which mandated Bell, Telus, and SaskTel to provide wholesale access to their FTTH networks by February 13, 2025. Contrary to the request of several applicants including Rogers, the CRTC declined to prohibit each of Bell, Rogers, and Telus from accessing mandated wholesale broadband access anywhere in Canada using any technology ("BRT exclusion"). The federal government must respond to a petition to the Governor in Council with the same request for a BRT exclusion by August 13, 2025. Rogers has urged the federal government to reverse this decision to preserve planned network investments that will be at risk.
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. The following factors may contribute to those risks and uncertainties.
Credit ratings
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 could result in a downgrade in our credit ratings, decrease our flexibility in responding to changing business and economic conditions, reduce our funds available for other business purposes, or make it more difficult to obtain additional financing or refinance existing financing.
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 and six months ended June 30, 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 and six months ended June 30, 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 was 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 nil and $3 million was recognized in net income and paid during the three and six months ended June 30, 2025 (2024 - $3 million and $5 million). There are no payments this quarter as the final payment under the agreement was made in the first quarter. We have also entered into certain other transactions with the Shaw Family Group. Total transactions with the Shaw Family Group during the three and six months ended June 30, 2025 were less than $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 and $6 million of which was paid during the three and six months ended June 30, 2025. The remaining liability of $87 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
This quarter, as we had expected and previously disclosed in our 2024 Annual MD&A, we implemented new supply chain functions in our new enterprise resource planning system. In connection with the implementation, we updated our internal
| Rogers Communications Inc. | 29 | Second Quarter 2025 |
|---|
control over financial reporting, as necessary, to accommodate related changes to our business processes and accounting procedures. We will continue to monitor the effectiveness of these processes going forward.
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.
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; change in fair value of subsidiary equity derivative instruments; 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 income (loss) | ||||
| Adjusted net income attributable to RCI shareholders | ● | 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 attributable to RCI shareholders 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; change in fair value of subsidiary equity derivative instruments; depreciation and amortization on fair value increment of Shaw Transaction-related assets; revaluation of subsidiary US dollar-denominated balances; and income tax adjustments on these items, including adjustments as a result of legislative or other tax rate changes. | Net income (loss) attributable to RCI shareholders | Rogers Communications Inc. | 30 | Second Quarter 2025 | |
| --- | --- | --- | ||||||
| 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 attributable to RCI shareholders<br><br>divided by<br><br>basic weighted average shares outstanding.<br><br><br><br>Adjusted net income attributable to RCI shareholders including the dilutive effect of stock-based compensation<br><br>divided by<br><br>diluted weighted average shares outstanding. | Total of segments measures | ||||
| --- | --- | |||||||
| Specified financial measure | Most directly comparable IFRS financial measure | |||||||
| Adjusted EBITDA | Net income | 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. |
Changes to specified financial measures
Effective this quarter and as a result of closing the network transaction, we have changed our calculation of adjusted net income and adjusted basic and adjusted diluted earnings per share. These changes are reflected in the tables above and the reconciliations below. Our calculation of adjusted net income now removes the impact of changes in the fair value of subsidiary equity derivatives; we believe removing this amount more accurately reflects our ongoing operational results as these derivative instruments economically hedge the foreign exchange impacts of the network transaction but they are not eligible to be accounted for as hedges in accordance with IFRS.
Adjusted basic and adjusted diluted earnings per share are now calculated using our newly introduced non-GAAP measure - adjusted net income attributable to RCI shareholders. This calculation methodology is consistent with the IFRS-defined calculation of earnings per share, which requires the use of "net income attributable to RCI shareholders".
Finally, we have amended our definition of free cash flow to deduct distributions paid to non-controlling interests to reflect the unavailability of this cash flow to repay debt or reinvest in our company. No distributions were paid to non-controlling interests this quarter.
| Rogers Communications Inc. | 31 | Second Quarter 2025 |
|---|
Reconciliation of adjusted EBITDA
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | 2025 | 2024 |
| Net income | 148 | 394 | 428 | 650 |
| Add: | ||||
| Income tax expense | 173 | 134 | 273 | 213 |
| Finance costs | 628 | 576 | 1,207 | 1,156 |
| Depreciation and amortization | 1,184 | 1,136 | 2,350 | 2,285 |
| EBITDA | 2,133 | 2,240 | 4,258 | 4,304 |
| Add (deduct): | ||||
| Other (income) expense | (9) | (5) | (7) | 3 |
| Restructuring, acquisition and other | 238 | 90 | 365 | 232 |
| Adjusted EBITDA | 2,362 | 2,325 | 4,616 | 4,539 |
Reconciliation of adjusted net income
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | 2025 | 2024 |
| Net income | 148 | 394 | 428 | 650 |
| Add (deduct): | ||||
| Restructuring, acquisition and other | 238 | 90 | 365 | 232 |
| Change in fair value of subsidiary equity derivative instruments | 93 | — | 93 | — |
| Depreciation and amortization on fair value increment of Shaw Transaction-related assets | 212 | 220 | 441 | 462 |
| Income tax impact of above items | (59) | (81) | (152) | (181) |
| Adjusted net income | 632 | 623 | 1,175 | 1,163 |
Reconciliation of adjusted net income attributable to RCI shareholders
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | 2025 | 2024 |
| Net income attributable to RCI shareholders | 157 | 394 | 437 | 650 |
| Add (deduct): | ||||
| Restructuring, acquisition and other | 238 | 90 | 365 | 232 |
| Change in fair value of subsidiary equity derivative instruments | 93 | — | 93 | — |
| Depreciation and amortization on fair value increment of Shaw Transaction-related assets | 212 | 220 | 441 | 462 |
| Revaluation of subsidiary US dollar-denominated balances 1 | (21) | — | (21) | — |
| Income tax impact of above items | (59) | (81) | (152) | (181) |
| Adjusted net income attributable to RCI shareholders | 620 | 623 | 1,163 | 1,163 |
1 Reflects RCI's share of the impacts of foreign exchange revaluation on US dollar-denominated intercompany balances in BNSI, our non-wholly owned network subsidiary. These impacts are eliminated on consolidation.
| Rogers Communications Inc. | 32 | Second Quarter 2025 |
|---|
Reconciliation of free cash flow
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | 2025 | 2024 |
| Cash provided by operating activities | 1,596 | 1,472 | 2,892 | 2,652 |
| Add (deduct): | ||||
| Capital expenditures | (831) | (999) | (1,809) | (2,057) |
| Interest on borrowings, net and capitalized interest | (480) | (502) | (982) | (998) |
| Interest paid, net | 395 | 474 | 990 | 1,029 |
| Restructuring, acquisition and other | 238 | 90 | 365 | 232 |
| Program rights amortization | (31) | (23) | (50) | (39) |
| Change in net operating assets and liabilities | 28 | 120 | 111 | 409 |
| Other adjustments 1 | 10 | 34 | (6) | 24 |
| Free cash flow | 925 | 666 | 1,511 | 1,252 |
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. | 33 | Second 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) | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | Q3 |
| Revenue | ||||||||
| Wireless | 2,540 | 2,544 | 2,981 | 2,620 | 2,466 | 2,528 | 2,868 | 2,584 |
| Cable | 1,968 | 1,935 | 1,983 | 1,970 | 1,964 | 1,959 | 1,982 | 1,993 |
| Media | 808 | 596 | 616 | 653 | 736 | 479 | 558 | 586 |
| Corporate items and intercompany eliminations | (100) | (99) | (99) | (114) | (73) | (65) | (73) | (71) |
| Total revenue | 5,216 | 4,976 | 5,481 | 5,129 | 5,093 | 4,901 | 5,335 | 5,092 |
| Total service revenue | 4,668 | 4,447 | 4,543 | 4,567 | 4,599 | 4,357 | 4,470 | 4,527 |
| Adjusted EBITDA | ||||||||
| Wireless | 1,305 | 1,311 | 1,367 | 1,365 | 1,296 | 1,284 | 1,291 | 1,294 |
| Cable | 1,147 | 1,108 | 1,169 | 1,133 | 1,116 | 1,100 | 1,111 | 1,080 |
| Media | 5 | (67) | 53 | 134 | — | (103) | 4 | 107 |
| Corporate items and intercompany eliminations | (95) | (98) | (56) | (87) | (87) | (67) | (77) | (70) |
| Adjusted EBITDA | 2,362 | 2,254 | 2,533 | 2,545 | 2,325 | 2,214 | 2,329 | 2,411 |
| Deduct (add): | ||||||||
| Depreciation and amortization | 1,184 | 1,166 | 1,174 | 1,157 | 1,136 | 1,149 | 1,172 | 1,160 |
| Restructuring, acquisition and other | 238 | 127 | 83 | 91 | 90 | 142 | 86 | 213 |
| Finance costs | 628 | 579 | 571 | 568 | 576 | 580 | 568 | 600 |
| Other (income) expense | (9) | 2 | (11) | 2 | (5) | 8 | (19) | 426 |
| Net income before income tax expense | 321 | 380 | 716 | 727 | 528 | 335 | 522 | 12 |
| Income tax expense | 173 | 100 | 158 | 201 | 134 | 79 | 194 | 111 |
| Net income (loss) | 148 | 280 | 558 | 526 | 394 | 256 | 328 | (99) |
| Net income (loss) attributable to RCI shareholders | 157 | 280 | 558 | 526 | 394 | 256 | 328 | (99) |
| Earnings (loss) per share attributable to RCI shareholders: | ||||||||
| Basic | $0.29 | $0.52 | $1.04 | $0.99 | $0.74 | $0.48 | $0.62 | ($0.19) |
| Diluted | $0.29 | $0.50 | $1.02 | $0.98 | $0.73 | $0.46 | $0.62 | ($0.20) |
| Net income (loss) | 148 | 280 | 558 | 526 | 394 | 256 | 328 | (99) |
| Add (deduct): | ||||||||
| Restructuring, acquisition and other | 238 | 127 | 83 | 91 | 90 | 142 | 86 | 213 |
| Change in fair value of subsidiary equity derivative instruments | 93 | — | — | — | — | — | — | — |
| Depreciation and amortization on fair value increment of Shaw Transaction-related assets | 212 | 229 | 228 | 227 | 220 | 242 | 249 | 263 |
| Loss on joint venture's non-controlling interest purchase obligation | — | — | — | — | — | — | — | 422 |
| Income tax impact of above items | (59) | (93) | (75) | (82) | (81) | (100) | (85) | (120) |
| Income tax adjustment, tax rate change | — | — | — | — | — | — | 52 | — |
| Adjusted net income | 632 | 543 | 794 | 762 | 623 | 540 | 630 | 679 |
| Adjusted net income attributable to RCI shareholders | 620 | 543 | 794 | 762 | 623 | 540 | 630 | 679 |
| Adjusted earnings per share attributable to RCI shareholders: | ||||||||
| Basic | $1.15 | $1.01 | $1.48 | $1.43 | $1.17 | $1.02 | $1.19 | $1.28 |
| Diluted | $1.14 | $0.99 | $1.46 | $1.42 | $1.16 | $0.99 | $1.19 | $1.27 |
| Capital expenditures | 831 | 978 | 1,007 | 977 | 999 | 1,058 | 946 | 1,017 |
| Cash provided by operating activities | 1,596 | 1,296 | 1,135 | 1,893 | 1,472 | 1,180 | 1,379 | 1,754 |
| Free cash flow | 925 | 586 | 878 | 915 | 666 | 586 | 823 | 745 |
| Rogers Communications Inc. | 34 | Second Quarter 2025 | ||||||
| --- | --- | --- |
Summary of financial information of long-term debt guarantor
Our outstanding public debt, 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 June 30 | 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 | — | — | 4,283 | 4,282 | 1,080 | 897 | (147) | (86) | 5,216 | 5,093 | ||||||||||||
| Net income (loss) | 149 | 394 | 269 | 799 | 2 | 156 | (272) | (955) | 148 | 394 | ||||||||||||
| Net income (loss) attributable to RCI shareholders | 149 | 394 | 269 | 799 | 11 | 156 | (272) | (955) | 157 | 394 | Six months ended June 30 | RCI 1,2 | RCCI 1,2 | Non-guarantor <br> subsidiaries 1,2 | Consolidating <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 | — | — | 8,662 | 8,617 | 1,777 | 1,540 | (247) | (163) | 10,192 | 9,994 | ||||||||||||
| Net income (loss) | 429 | 650 | 680 | 1,189 | (9) | 170 | (672) | (1,359) | 428 | 650 | ||||||||||||
| Net income (loss) attributable to RCI shareholders | 429 | 650 | 680 | 1,189 | — | 170 | (672) | (1,359) | 437 | 650 | 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) | Jun. 30<br>2025 | Dec. 31<br>2024 | Jun. 30<br>2025 | Dec. 31<br>2024 | Jun. 30<br>2025 | Dec. 31<br>2024 | Jun. 30<br>2025 | Dec. 31<br>2024 | Jun. 30<br>2025 | Dec. 31<br>2024 | ||||||||||||
| Selected Statements of<br><br>Financial Position data measure: | ||||||||||||||||||||||
| Current assets | 60,106 | 52,502 | 48,516 | 49,840 | 12,296 | 10,750 | (106,801) | (104,719) | 14,117 | 8,373 | ||||||||||||
| Non-current assets | 66,405 | 65,637 | 53,525 | 53,586 | 13,451 | 5,807 | (70,313) | (61,992) | 63,068 | 63,038 | ||||||||||||
| Current liabilities | 62,247 | 57,147 | 67,904 | 68,919 | 9,101 | 8,809 | (130,955) | (122,266) | 8,297 | 12,609 | ||||||||||||
| Non-current liabilities | 46,191 | 43,922 | 12,742 | 11,962 | 1,017 | 2,097 | (8,930) | (9,582) | 51,020 | 48,399 |
1 For the purposes of this table, investments in subsidiary companies are accounted for by the equity method.
2 Amounts recorded in current liabilities and non-current liabilities for RCCI do not include any obligations arising as a result of being a guarantor or co-obligor, as the case may be, under any of RCI's long-term debt.
| Rogers Communications Inc. | 35 | Second 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, including MLSE revenue;
•total service revenue;
•adjusted EBITDA;
•pro forma calendar 2025 Media revenue and adjusted EBITDA, including MLSE;
•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 use of proceeds from the network transaction;
•our debt leverage ratio and how we intend to manage, that ratio;
•the value of our sports and media assets;
•partnering with private investors and surfacing value from our sports portfolio; 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" below.
Specific forward-looking information included or incorporated in this document includes, but is not limited to, our information and statements under "Financial Guidance" relating to our 2025 consolidated guidance on total service revenue, adjusted EBITDA, capital expenditures, and free cash flow, which were originally provided on January 30, 2025.
Key assumptions underlying our full-year 2025 guidance
Our 2025 guidance ranges presented in "Financial Guidance" are based on many assumptions including, but not limited to, the following material assumptions for the full-year 2025:
•continued competitive intensity in all segments in which we operate consistent with levels experienced in 2024;
•no significant additional legal or regulatory developments, other shifts in economic conditions, or macro changes in the competitive environment affecting our business activities;
•overall wireless market penetration in Canada continues to grow in 2025;
•continued subscriber growth in retail Internet;
•declining Television and Satellite subscribers, including the impact of customers migrating to Rogers Xfinity TV from our legacy Television product, as subscription streaming services and other over-the-top providers continue to grow in popularity;
•in Media, continued growth in sports (including at MLSE) and similar trends in 2025 as in 2024 in other traditional media businesses;
•no significant sports-related work stoppages or cancellations will occur;
•with respect to capital expenditures:
•similar levels of capital investment associated with (i) expanding our 5G wireless network and (ii) upgrading our hybrid fibre-coaxial network to lower the number of homes passed per node, utilize the latest technologies, and deliver an even more reliable customer experience; and
•we continue to make expenditures related to our Home roadmap in 2025 and we make progress on our service footprint expansion projects;
| Rogers Communications Inc. | 36 | Second Quarter 2025 |
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•a substantial portion of our 2025 US dollar-denominated expenditures is hedged at an average exchange rate of $1.34/US$;
•key interest rates remain relatively stable throughout 2025; and
•we retain our investment-grade credit ratings.
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;
•changes to the methodology, criteria, or conclusions used by rating agencies in assessing or assigning equity treatment or equity credit on our subordinated notes or for the network transaction;
•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. | 37 | Second Quarter 2025 |
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Document
Exhibit 99.2

Rogers Communications Inc.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Three and six months ended June 30, 2025 and 2024
| Rogers Communications Inc. | 1 | Second Quarter 2025 |
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Rogers Communications Inc.
Interim Condensed Consolidated Statements of Income
(In millions of Canadian dollars, except per share amounts, unaudited)
| Three months ended June 30 | Six months ended June 30 | ||||
|---|---|---|---|---|---|
| Note | 2025 | 2024 | 2025 | 2024 | |
| Revenue | 5 | 5,216 | 5,093 | 10,192 | 9,994 |
| Operating expenses: | |||||
| Operating costs | 6 | 2,854 | 2,768 | 5,576 | 5,455 |
| Depreciation and amortization | 1,184 | 1,136 | 2,350 | 2,285 | |
| Restructuring, acquisition and other | 7 | 238 | 90 | 365 | 232 |
| Finance costs | 8 | 628 | 576 | 1,207 | 1,156 |
| Other (income) expense | 9 | (9) | (5) | (7) | 3 |
| Income before income tax expense | 321 | 528 | 701 | 863 | |
| Income tax expense | 173 | 134 | 273 | 213 | |
| Net income for the period | 148 | 394 | 428 | 650 | |
| Net income (loss) for the period attributable to: | |||||
| RCI shareholders | 157 | 394 | 437 | 650 | |
| Non-controlling interest | (9) | — | (9) | — | |
| Earnings per share attributable to RCI shareholders: | |||||
| Basic | 10 | $0.29 | $0.74 | $0.81 | $1.22 |
| Diluted | 10 | $0.29 | $0.73 | $0.79 | $1.20 |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
| Rogers Communications Inc. | 2 | Second Quarter 2025 |
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Rogers Communications Inc.
Interim Condensed Consolidated Statements of Comprehensive Income
(In millions of Canadian dollars, unaudited)
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Net income for the period | 148 | 394 | 428 | 650 |
| Other comprehensive income (loss): | ||||
| Items that will not be reclassified to income: | ||||
| Defined benefit pension plans: | ||||
| Remeasurements | 67 | — | 67 | — |
| Related income tax expense | (18) | — | (18) | — |
| Defined benefit pension plans | 49 | — | 49 | — |
| Equity investments measured at fair value through other comprehensive income (FVTOCI): | ||||
| (Decrease) increase in fair value | (3) | 3 | (24) | 6 |
| Related income tax recovery (expense) | 1 | (2) | 2 | (1) |
| Equity investments measured at FVTOCI | (2) | 1 | (22) | 5 |
| Items that will not be reclassified to income | 47 | 1 | 27 | 5 |
| Items that may subsequently be reclassified to income: | ||||
| Cash flow hedging derivative instruments: | ||||
| Unrealized (loss) gain in fair value of derivative instruments | (895) | 78 | (622) | 799 |
| Reclassification to net income of loss (gain) on debt derivatives | 1,371 | (243) | 1,379 | (748) |
| Reclassification to net income or property, plant and equipment of gain on expenditure derivatives | (9) | (16) | (38) | (26) |
| Reclassification to net income for accrued interest | (25) | (15) | (58) | (26) |
| Related income tax recovery (expense) | 135 | (6) | 67 | (104) |
| Cash flow hedging derivative instruments | 577 | (202) | 728 | (105) |
| Share of other comprehensive (loss) income of equity-accounted investments, net of tax | — | (4) | — | 1 |
| Items that may subsequently be reclassified to income | 577 | (206) | 728 | (104) |
| Other comprehensive income (loss) for the period | 624 | (205) | 755 | (99) |
| Comprehensive income for the period | 772 | 189 | 1,183 | 551 |
| Comprehensive income (loss) for the period attributable to: | ||||
| RCI shareholders | 781 | 189 | 1,192 | 551 |
| Non-controlling interest | (9) | — | (9) | — |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
| Rogers Communications Inc. | 3 | Second Quarter 2025 |
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Rogers Communications Inc.
Interim Condensed Consolidated Statements of Financial Position
(In millions of Canadian dollars, unaudited)
| As at<br>June 30 | As at<br>December 31 | ||
|---|---|---|---|
| Note | 2025 | 2024 | |
| Assets | |||
| Current assets: | |||
| Cash and cash equivalents | 6,963 | 898 | |
| Accounts receivable | 12 | 5,386 | 5,478 |
| Inventories | 549 | 641 | |
| Current portion of contract assets | 160 | 171 | |
| Other current assets | 990 | 849 | |
| Current portion of derivative instruments | 11 | 69 | 336 |
| Total current assets | 14,117 | 8,373 | |
| Property, plant and equipment | 25,288 | 25,072 | |
| Intangible assets | 17,581 | 17,858 | |
| Investments | 13 | 593 | 615 |
| Derivative instruments | 11 | 697 | 997 |
| Financing receivables | 12 | 1,068 | 1,189 |
| Other long-term assets | 1,561 | 1,027 | |
| Goodwill | 16,280 | 16,280 | |
| Total assets | 77,185 | 71,411 | |
| Liabilities and equity | |||
| Current liabilities: | |||
| Short-term borrowings | 14 | 1,600 | 2,959 |
| Accounts payable and accrued liabilities | 3,906 | 4,059 | |
| Income tax payable | 12 | 26 | |
| Other current liabilities | 476 | 482 | |
| Contract liabilities | 737 | 800 | |
| Current portion of long-term debt | 15 | 955 | 3,696 |
| Current portion of lease liabilities | 16 | 611 | 587 |
| Total current liabilities | 8,297 | 12,609 | |
| Provisions | 62 | 61 | |
| Long-term debt | 15 | 39,897 | 38,200 |
| Lease liabilities | 16 | 2,342 | 2,191 |
| Other long-term liabilities | 2,513 | 1,666 | |
| Deferred tax liabilities | 6,207 | 6,281 | |
| Total liabilities | 59,318 | 61,008 | |
| Equity | |||
| Equity attributable to RCI shareholders | 11,220 | 10,403 | |
| Non-controlling interest | 6,647 | — | |
| Equity | 17 | 17,867 | 10,403 |
| Total liabilities and equity | 77,185 | 71,411 | |
| Subsequent events | 11, 15, 17, 22 | ||
| Commitments | 20 |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
| Rogers Communications Inc. | 4 | Second Quarter 2025 |
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Rogers Communications Inc.
Interim Condensed Consolidated Statements of Changes in Equity
(In millions of Canadian dollars, except number of shares, unaudited)
| Attributable to RCI shareholders | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A<br><br>Voting Shares | Class B<br><br>Non-Voting Shares | |||||||||||||||||||||
| Six months ended June 30, 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 | Non-<br>controlling<br>interest | Total<br>equity | |||||||||||
| Balances, January 1, 2025 | 71 | 111,152 | 2,250 | 424,949 | 10,630 | (7) | (2,551) | 10 | 10,403 | — | 10,403 | |||||||||||
| Net income (loss) for the period | — | — | — | — | 437 | — | — | — | 437 | (9) | 428 | |||||||||||
| Other comprehensive income: | ||||||||||||||||||||||
| Defined benefit pension plans, net of tax | — | — | — | — | 49 | — | — | — | 49 | — | 49 | |||||||||||
| FVTOCI investments, net of tax | — | — | — | — | — | (22) | — | — | (22) | — | (22) | |||||||||||
| Derivative instruments accounted for as hedges, net of tax | — | — | — | — | — | — | 728 | — | 728 | — | 728 | |||||||||||
| Total other comprehensive income | — | — | — | — | 49 | (22) | 728 | — | 755 | — | 755 | |||||||||||
| Comprehensive income (loss) for the period | — | — | — | — | 486 | (22) | 728 | — | 1,192 | (9) | 1,183 | |||||||||||
| Transactions with shareholders recorded directly in equity: | ||||||||||||||||||||||
| Dividends declared | — | — | — | — | (538) | — | — | — | (538) | — | (538) | |||||||||||
| Share price change on DRIP dividends | — | — | — | — | (2) | — | — | — | (2) | — | (2) | |||||||||||
| Non-controlling interests in shares of a subsidiary (note 17) | — | — | — | — | — | — | — | — | — | 6,656 | 6,656 | |||||||||||
| Shares issued as settlement of dividends (note 17) | — | — | 165 | 4,124 | — | — | — | — | 165 | — | 165 | |||||||||||
| Total transactions with shareholders | — | — | 165 | 4,124 | (540) | — | — | — | (375) | 6,656 | 6,281 | |||||||||||
| Balances, June 30, 2025 | 71 | 111,152 | 2,415 | 429,073 | 10,576 | (29) | (1,823) | 10 | 11,220 | 6,647 | 17,867 | Class A<br><br>Voting Shares | Class B<br><br>Non-Voting Shares | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||||
| Six months ended June 30, 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>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 | — | — | — | — | 650 | — | — | — | 650 | |||||||||||||
| Other comprehensive income: | ||||||||||||||||||||||
| FVTOCI investments, net of tax | — | — | — | — | — | 5 | — | — | 5 | |||||||||||||
| Derivative instruments accounted for as hedges, net of tax | — | — | — | — | — | — | (105) | — | (105) | |||||||||||||
| Share of equity-accounted investments, net of tax | — | — | — | — | — | — | — | 1 | 1 | |||||||||||||
| Total other comprehensive income | — | — | — | — | — | 5 | (105) | 1 | (99) | |||||||||||||
| Comprehensive income for the period | — | — | — | — | 650 | 5 | (105) | 1 | 551 | |||||||||||||
| Transactions with shareholders recorded directly in equity: | ||||||||||||||||||||||
| Dividends declared | — | — | — | — | (532) | — | — | — | (532) | |||||||||||||
| Share price change on DRIP dividends | — | — | — | — | (2) | — | — | — | (2) | |||||||||||||
| Shares issued as settlement of dividends (note 18) | — | — | 160 | 2,795 | — | — | — | — | 160 | |||||||||||||
| Total transactions with shareholders | — | — | 160 | 2,795 | (534) | — | — | — | (374) | |||||||||||||
| Balances, June 30, 2024 | 71 | 111,152 | 2,081 | 421,664 | 9,955 | (12) | (1,489) | 11 | 10,617 |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
| Rogers Communications Inc. | 5 | Second Quarter 2025 |
|---|
Rogers Communications Inc.
Interim Condensed Consolidated Statements of Cash Flows
(In millions of Canadian dollars, unaudited)
| Three months ended June 30 | Six months ended June 30 | ||||
|---|---|---|---|---|---|
| Note | 2025 | 2024 | 2025 | 2024 | |
| Operating activities: | |||||
| Net income for the period | 148 | 394 | 428 | 650 | |
| Adjustments to reconcile net income to cash provided by operating activities: | |||||
| Depreciation and amortization | 1,184 | 1,136 | 2,350 | 2,285 | |
| Program rights amortization | 31 | 23 | 50 | 39 | |
| Finance costs | 8 | 628 | 576 | 1,207 | 1,156 |
| Income tax expense | 173 | 134 | 273 | 213 | |
| Post-employment benefits contributions, net of expense | 19 | 20 | 36 | 35 | |
| Income from associates and joint ventures | 9 | — | — | (2) | (1) |
| Other | (38) | (59) | (35) | (55) | |
| Cash provided by operating activities before changes in net operating assets and liabilities, income taxes paid, and interest paid | 2,145 | 2,224 | 4,307 | 4,322 | |
| Change in net operating assets and liabilities | 21 | (28) | (120) | (111) | (409) |
| Income taxes paid | (126) | (158) | (314) | (232) | |
| Interest paid | (395) | (474) | (990) | (1,029) | |
| Cash provided by operating activities | 1,596 | 1,472 | 2,892 | 2,652 | |
| Investing activities: | |||||
| Capital expenditures | (831) | (999) | (1,809) | (2,057) | |
| Additions to program rights | (24) | (10) | (48) | (23) | |
| Changes in non-cash working capital related to capital expenditures and intangible assets | (68) | (48) | (56) | 39 | |
| Acquisitions and other strategic transactions, net of cash acquired | — | (380) | — | (475) | |
| Other | 7 | (1) | 8 | 12 | |
| Cash used in investing activities | (916) | (1,438) | (1,905) | (2,504) | |
| Financing activities: | |||||
| Net (repayment of) proceeds received from short-term borrowings | 14 | (483) | (43) | (1,336) | 1,261 |
| Net (repayment) issuance of long-term debt | 15 | (2,178) | (18) | 424 | (1,126) |
| Net (payments) proceeds on settlement of debt derivatives and subsidiary equity derivatives | 11 | (6) | 24 | 77 | 22 |
| Transaction costs incurred | 15 | (61) | (4) | (99) | (46) |
| Principal payments of lease liabilities | 16 | (134) | (119) | (267) | (231) |
| Dividends paid to RCI shareholders | 17 | (188) | (182) | (373) | (372) |
| Issuance of subsidiary shares to non-controlling interest | 17 | 6,656 | — | 6,656 | — |
| Other | (3) | (5) | (4) | (5) | |
| Cash provided by (used in) financing activities | 3,603 | (347) | 5,078 | (497) | |
| Change in cash and cash equivalents | 4,283 | (313) | 6,065 | (349) | |
| Cash and cash equivalents, beginning of period | 2,680 | 764 | 898 | 800 | |
| Cash and cash equivalents, end of period | 6,963 | 451 | 6,963 | 451 |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
| Rogers Communications Inc. | 6 | Second 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 six months ended June 30, 2025, Wireless and Cable were operated by our wholly owned subsidiary, Rogers Communications Canada Inc. (RCCI), and certain other 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).
References in these financial statements 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 note 3 to our 2024 Annual Audited Consolidated Financial Statements.
Statement of Compliance
We prepared our interim condensed consolidated financial statements for the three and six months ended June 30, 2025 (second 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 second quarter 2025 interim financial statements were approved by the Audit and Risk Committee of RCI's Board of Directors (the Board) on July 22, 2025.
NOTE 2: MATERIAL ACCOUNTING POLICIES
Basis of Presentation
The notes presented in these second quarter 2025 interim financial statements include only material transactions and changes occurring for the six 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 second 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 | Second 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 Shaw Transaction, 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. As at June 30, 2025, we had met our stated objective of returning our debt leverage ratio to approximately 3.5 within 36 months of closing the Shaw Transaction, in large part as a result of the network transaction (see note 17). 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 June 30, 2025 and December 31, 2024, we met our objectives for these metrics.
| As at<br>June 30 | As at<br>December 31 | |
|---|---|---|
| (In millions of dollars, except ratios) | 2025 | 2024 |
| Adjusted net debt 1 | 34,593 | 43,330 |
| Divided by: trailing 12-month adjusted EBITDA | 9,694 | 9,617 |
| Debt leverage ratio | 3.6 | 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.
As a result of closing the network transaction (see note 17), we have amended our definition of free cash flow to deduct distributions paid to non-controlling interests to reflect the unavailability of this cash flow to repay debt or reinvest in our company. No distributions were paid to non-controlling interests this quarter.
| Three months ended June 30 | Six months ended June 30 | ||||
|---|---|---|---|---|---|
| (In millions of dollars) | Note | 2025 | 2024 | 2025 | 2024 |
| Adjusted EBITDA | 4 | 2,362 | 2,325 | 4,616 | 4,539 |
| Deduct: | |||||
| Capital expenditures 1 | 831 | 999 | 1,809 | 2,057 | |
| Interest on borrowings, net and capitalized interest | 8 | 480 | 502 | 982 | 998 |
| Cash income taxes 2 | 126 | 158 | 314 | 232 | |
| Free cash flow | 925 | 666 | 1,511 | 1,252 |
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 | Second Quarter 2025 | |||
|---|---|---|---|---|---|
| Three months ended June 30 | Six months ended June 30 | ||||
| --- | --- | --- | --- | --- | --- |
| (In millions of dollars) | Note | 2025 | 2024 | 2025 | 2024 |
| Cash provided by operating activities | 1,596 | 1,472 | 2,892 | 2,652 | |
| Add (deduct): | |||||
| Capital expenditures | (831) | (999) | (1,809) | (2,057) | |
| Interest on borrowings, net and capitalized interest | 8 | (480) | (502) | (982) | (998) |
| Interest paid | 395 | 474 | 990 | 1,029 | |
| Restructuring, acquisition and other | 7 | 238 | 90 | 365 | 232 |
| Program rights amortization | (31) | (23) | (50) | (39) | |
| Change in net operating assets and liabilities | 21 | 28 | 120 | 111 | 409 |
| Other adjustments 1 | 10 | 34 | (6) | 24 | |
| Free cash flow | 925 | 666 | 1,511 | 1,252 |
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 June 30, 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 June 30, 2025 | Total sources | Drawn | Letters of credit | Net available | |
|---|---|---|---|---|---|
| (In millions of dollars) | Note | ||||
| Cash and cash equivalents | 6,963 | — | — | 6,963 | |
| Bank credit facilities 1: | |||||
| Revolving | 15 | 4,000 | — | 10 | 3,990 |
| Outstanding letters of credit | 3 | — | 3 | — | |
| Receivables securitization 1 | 14 | 2,400 | 1,600 | — | 800 |
| Total | 13,366 | 1,600 | 13 | 11,753 |
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.
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
| Rogers Communications Inc. | 9 | Second Quarter 2025 |
|---|
purposes. During the three and six months ended June 30, 2025, we borrowed $34 million and $62 million (2024 - 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 June 30, 2025 | Note | Wireless | Cable | Media | Corporate items <br>and eliminations | Consolidated<br>totals | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions of dollars) | ||||||||||||||
| Revenue from external customers | 5 | 2,513 | 1,951 | 730 | 22 | 5,216 | ||||||||
| Revenue from internal customers | 27 | 17 | 78 | (122) | — | |||||||||
| Total revenue | 2,540 | 1,968 | 808 | (100) | 5,216 | |||||||||
| Operating costs | 6 | 1,235 | 821 | 803 | (5) | 2,854 | ||||||||
| Adjusted EBITDA | 1,305 | 1,147 | 5 | (95) | 2,362 | |||||||||
| Depreciation and amortization | 1,184 | |||||||||||||
| Restructuring, acquisition and other | 7 | 238 | ||||||||||||
| Finance costs | 8 | 628 | ||||||||||||
| Other income | 9 | (9) | ||||||||||||
| Income before income taxes | 321 | Three months ended June 30, 2024 | Note | Wireless | Cable | Media | Corporate items<br><br>and eliminations | Consolidated<br><br>totals | ||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||
| (In millions of dollars) | ||||||||||||||
| Revenue from external customers | 5 | 2,457 | 1,951 | 665 | 20 | 5,093 | ||||||||
| Revenue from internal customers | 9 | 13 | 71 | (93) | — | |||||||||
| Total revenue | 2,466 | 1,964 | 736 | (73) | 5,093 | |||||||||
| Operating costs | 6 | 1,170 | 848 | 736 | 14 | 2,768 | ||||||||
| Adjusted EBITDA | 1,296 | 1,116 | — | (87) | 2,325 | |||||||||
| Depreciation and amortization | 1,136 | |||||||||||||
| Restructuring, acquisition and other | 7 | 90 | ||||||||||||
| Finance costs | 8 | 576 | ||||||||||||
| Other income | 9 | (5) | ||||||||||||
| Income before income taxes | 528 | Rogers Communications Inc. | 10 | Second Quarter 2025 | ||||||||||
| --- | --- | --- | ||||||||||||
| Six months ended June 30, 2025 | Note | Wireless | Cable | Media | Corporate items <br>and eliminations | Consolidated<br>totals | ||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||
| (In millions of dollars) | ||||||||||||||
| Revenue from external customers | 5 | 5,034 | 3,869 | 1,247 | 42 | 10,192 | ||||||||
| Revenue from internal customers | 50 | 34 | 157 | (241) | — | |||||||||
| Total revenue | 5,084 | 3,903 | 1,404 | (199) | 10,192 | |||||||||
| Operating costs | 6 | 2,468 | 1,648 | 1,466 | (6) | 5,576 | ||||||||
| Adjusted EBITDA | 2,616 | 2,255 | (62) | (193) | 4,616 | |||||||||
| Depreciation and amortization | 2,350 | |||||||||||||
| Restructuring, acquisition and other | 7 | 365 | ||||||||||||
| Finance costs | 8 | 1,207 | ||||||||||||
| Other income | 9 | (7) | ||||||||||||
| Income before income taxes | 701 | Six months ended June 30, 2024 | Note | Wireless | Cable | Media | Corporate items<br><br>and eliminations | Consolidated<br><br>totals | ||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||
| (In millions of dollars) | ||||||||||||||
| Revenue from external customers | 5 | 4,975 | 3,898 | 1,080 | 41 | 9,994 | ||||||||
| Revenue from internal customers | 19 | 25 | 135 | (179) | — | |||||||||
| Total revenue | 4,994 | 3,923 | 1,215 | (138) | 9,994 | |||||||||
| Operating costs | 6 | 2,414 | 1,707 | 1,318 | 16 | 5,455 | ||||||||
| Adjusted EBITDA | 2,580 | 2,216 | (103) | (154) | 4,539 | |||||||||
| Depreciation and amortization | 2,285 | |||||||||||||
| Restructuring, acquisition and other | 7 | 232 | ||||||||||||
| Finance costs | 8 | 1,156 | ||||||||||||
| Other expense | 9 | 3 | ||||||||||||
| Income before income taxes | 863 | |||||||||||||
| Rogers Communications Inc. | 11 | Second Quarter 2025 | ||||||||||||
| --- | --- | --- |
NOTE 5: REVENUE
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | 2025 | 2024 |
| Wireless | ||||
| Service revenue from external customers | 1,972 | 1,979 | 3,975 | 3,965 |
| Service revenue from internal customers | 27 | 9 | 50 | 19 |
| Service revenue | 1,999 | 1,988 | 4,025 | 3,984 |
| Equipment revenue from external customers | 541 | 478 | 1,059 | 1,010 |
| Total Wireless | 2,540 | 2,466 | 5,084 | 4,994 |
| Cable | ||||
| Service revenue from external customers | 1,944 | 1,935 | 3,851 | 3,870 |
| Service revenue from internal customers | 17 | 13 | 34 | 25 |
| Service revenue | 1,961 | 1,948 | 3,885 | 3,895 |
| Equipment revenue from external customers | 7 | 16 | 18 | 28 |
| Total Cable | 1,968 | 1,964 | 3,903 | 3,923 |
| Media | ||||
| Revenue from external customers | 730 | 665 | 1,247 | 1,080 |
| Revenue from internal customers | 78 | 71 | 157 | 135 |
| Total Media | 808 | 736 | 1,404 | 1,215 |
| Corporate items | ||||
| Revenue from external customers | 22 | 20 | 42 | 41 |
| Revenue from internal customers | 9 | 1 | 17 | 2 |
| Total corporate items | 31 | 21 | 59 | 43 |
| Intercompany eliminations | (131) | (94) | (258) | (181) |
| Total revenue | 5,216 | 5,093 | 10,192 | 9,994 |
| Total service revenue | 4,668 | 4,599 | 9,115 | 8,956 |
| Total equipment revenue | 548 | 494 | 1,077 | 1,038 |
| Total revenue | 5,216 | 5,093 | 10,192 | 9,994 |
NOTE 6: OPERATING COSTS
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | 2025 | 2024 |
| Cost of equipment sales | 532 | 511 | 1,049 | 1,061 |
| Merchandise for resale | 51 | 54 | 93 | 98 |
| Other external purchases | 1,620 | 1,530 | 3,266 | 3,073 |
| Employee salaries, benefits, and stock-based compensation | 651 | 673 | 1,168 | 1,223 |
| Total operating costs | 2,854 | 2,768 | 5,576 | 5,455 |
| Rogers Communications Inc. | 12 | Second Quarter 2025 | ||
| --- | --- | --- |
NOTE 7: RESTRUCTURING, ACQUISITION AND OTHER
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | 2025 | 2024 |
| Restructuring, acquisition and other excluding Shaw Transaction-related costs | 213 | 66 | 303 | 178 |
| Shaw Transaction-related costs | 25 | 24 | 62 | 54 |
| Total restructuring, acquisition and other | 238 | 90 | 365 | 232 |
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 expenses directly related to completing the network transaction (see note 17) and an unfavourable regulatory decision related to retransmission of distant signals.
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 June 30 | Six months ended June 30 | ||||
|---|---|---|---|---|---|
| (In millions of dollars) | Note | 2025 | 2024 | 2025 | 2024 |
| Interest on borrowings, net 1 | 488 | 512 | 999 | 1,020 | |
| Interest on lease liabilities | 16 | 36 | 34 | 72 | 69 |
| Interest on post-employment benefits | (1) | — | (3) | (2) | |
| (Gain) loss on foreign exchange | (75) | 30 | (86) | 139 | |
| Change in fair value of derivative instruments | 59 | (24) | 72 | (122) | |
| Change in fair value of subsidiary equity derivative instruments | 93 | — | 93 | — | |
| Capitalized interest | (8) | (10) | (17) | (22) | |
| Deferred transaction costs and other | 36 | 34 | 77 | 74 | |
| Total finance costs | 628 | 576 | 1,207 | 1,156 |
1Interest on borrowings, net includes interest on short-term borrowings and on long-term debt.
2 Reflects the change in fair value of derivatives entered related to our subsidiary equity investment (see note 11 for more information).
NOTE 9: OTHER (INCOME) EXPENSE
| Three months ended June 30 | Six months ended June 30 | ||||
|---|---|---|---|---|---|
| (In millions of dollars) | Note | 2025 | 2024 | 2025 | 2024 |
| Income from associates and joint ventures | 13 | — | — | (2) | (1) |
| Other (income) losses | (9) | (5) | (5) | 4 | |
| Total other (income) expense | (9) | (5) | (7) | 3 | |
| Rogers Communications Inc. | 13 | Second Quarter 2025 | |||
| --- | --- | --- |
NOTE 10: EARNINGS PER SHARE
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In millions of dollars, except per share amounts) | 2025 | 2024 | 2025 | 2024 |
| Numerator (basic) - Net income attributable to RCI shareholders for the period | 157 | 394 | 437 | 650 |
| Denominator - Number of shares (in millions): | ||||
| Weighted average number of shares outstanding - basic | 540 | 533 | 539 | 532 |
| Effect of dilutive securities (in millions): | ||||
| Employee stock options and restricted share units | 1 | 1 | 1 | 1 |
| Weighted average number of shares outstanding - diluted | 541 | 534 | 540 | 533 |
| Earnings per share attributable to RCI shareholders: | ||||
| Basic | $0.29 | $0.74 | $0.81 | $1.22 |
| Diluted | $0.29 | $0.73 | $0.79 | $1.20 |
For the three and six months ended June 30, 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 (loss) for the three and six months ended June 30, 2025 was reduced by $1 million and $8 million (2024 - $5 million and $12 million), respectively, in the diluted earnings per share calculation.
A total of 12,204,957 options were excluded from the calculation of the effect of dilutive securities for the three and six months ended June 30, 2025 (2024 - 10,367,671), 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.
| Rogers Communications Inc. | 14 | Second Quarter 2025 |
|---|
The tables below summarize the debt derivatives we entered into and settled related to our credit facility borrowings and US CP program during the three and six months ended June 30, 2025 and 2024.
| Three months ended June 30, 2025 | Six months ended June 30, 2025 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions of dollars, except exchange rates) | Notional<br><br>(US$) | Exchange rate | Notional (Cdn$) | Notional<br><br>(US$) | Exchange<br><br>rate | Notional<br><br>(Cdn$) | ||||||||
| Credit facilities | ||||||||||||||
| Debt derivatives entered | 1,006 | 1.391 | 1,399 | 4,148 | 1.423 | 5,902 | ||||||||
| Debt derivatives settled | 2,052 | 1.386 | 2,845 | 5,196 | 1.413 | 7,342 | ||||||||
| Net cash paid on settlement | (51) | (68) | ||||||||||||
| US commercial paper program | ||||||||||||||
| Debt derivatives entered | — | — | — | 299 | 1.435 | 429 | ||||||||
| Debt derivatives settled | — | — | — | 613 | 1.431 | 877 | ||||||||
| Net cash received on settlement | — | 2 | Three months ended June 30, 2024 | Six months ended June 30, 2024 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||
| (In millions of dollars, except exchange rates) | Notional<br><br>(US$) | Exchange rate | Notional (Cdn$) | Notional<br><br>(US$) | Exchange<br><br>rate | Notional<br><br>(Cdn$) | ||||||||
| Credit facilities | ||||||||||||||
| Debt derivatives entered | 2,556 | 1.367 | 3,495 | 8,263 | 1.351 | 11,163 | ||||||||
| Debt derivatives settled | 2,382 | 1.370 | 3,264 | 10,406 | 1.351 | 14,058 | ||||||||
| Net cash received on settlement | 17 | 16 | ||||||||||||
| US commercial paper program | ||||||||||||||
| Debt derivatives entered | 442 | 1.367 | 604 | 1,281 | 1.354 | 1,735 | ||||||||
| Debt derivatives settled | 650 | 1.369 | 890 | 1,296 | 1.360 | 1,762 | ||||||||
| Net cash received on settlement | 7 | 6 |
As at June 30, 2025, we had no 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 $1.439/US$ and $1.423/US$), respectively.
Senior notes and subordinated notes
Below is a summary of the debt derivatives we entered into related to senior notes and subordinated notes during the three and six months ended June 30, 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 June 30, 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 $1.287/US$ (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 $95 million received on settlement of the associated debt derivatives.
| Rogers Communications Inc. | 15 | Second Quarter 2025 |
|---|
In connection with the offers to purchase certain of our US dollar-denominated senior notes in July 2025, we will partially settle the associated debt derivatives on the accepted senior notes. See note 15 for more information.
Lease liabilities
Below is a summary of the debt derivatives we entered into and settled related to our outstanding lease liabilities for the three and six months ended June 30, 2025 and 2024.
| Three months ended June 30, 2025 | Six months ended June 30, 2025 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions of dollars, except exchange rates) | Notional<br><br>(US$) | Exchange rate | Notional<br>(Cdn$) | Notional<br>(US$) | Exchange rate | Notional<br>(Cdn$) | ||||||||
| Debt derivatives entered | 55 | 1.400 | 77 | 114 | 1.395 | 159 | ||||||||
| Debt derivatives settled | 61 | 1.344 | 82 | 120 | 1.350 | 162 | Three months ended June 30, 2024 | Six months ended June 30, 2024 | ||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||
| (In millions of dollars, except exchange rates) | Notional<br><br>(US$) | Exchange rate | Notional<br>(Cdn$) | Notional<br><br>(US$) | Exchange<br><br>rate | Notional<br><br>(Cdn$) | ||||||||
| Debt derivatives entered | 78 | 1.359 | 106 | 155 | 1.355 | 210 | ||||||||
| Debt derivatives settled | 53 | 1.321 | 70 | 101 | 1.317 | 133 |
As at June 30, 2025, we had US$410 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 July 2025 to June 2028 (December 31, 2024 - January 2025 to December 2027) at an average rate of $1.363/US$ (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.
The tables below summarize the expenditure derivatives we entered into and settled during the three and six months ended June 30, 2025 and 2024.
| Three months ended June 30, 2025 | Six months ended June 30, 2025 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions of dollars, except exchange rates) | Notional (US$) | Exchange rate | Notional (Cdn$) | Notional<br><br>(US$) | Exchange<br><br>rate | Notional<br><br>(Cdn$) | ||||||||
| Expenditure derivatives entered | 965 | 1.359 | 1,311 | 1,175 | 1.365 | 1,604 | ||||||||
| Expenditure derivatives settled | 315 | 1.340 | 422 | 600 | 1.338 | 803 | Three months ended June 30, 2024 | Six months ended June 30, 2024 | ||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||
| (In millions of dollars, except exchange rates) | Notional (US$) | Exchange rate | Notional (Cdn$) | Notional<br><br>(US$) | Exchange<br><br>rate | Notional<br><br>(Cdn$) | ||||||||
| Expenditure derivatives entered | 420 | 1.348 | 566 | 510 | 1.341 | 684 | ||||||||
| Expenditure derivatives settled | 315 | 1.324 | 417 | 600 | 1.325 | 795 |
As at June 30, 2025, we had US$2,165 million notional amount of expenditure derivatives outstanding (December 31, 2024 - US$1,590 million) with terms to maturity ranging from July 2025 to June 2039 (December 31, 2024 - January 2025 to December 2026) at an average rate of $1.351/US$ (December 31, 2024 - $1.336/US$). Of the US$965 million notional expenditure derivatives entered during the three months ended June 30, 2025, US$305 million relates to a hedge of future Toronto Blue Jays player compensation at a rate of $1.30/US$ over the next 14 years.
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 June 30, 2025, we had equity derivatives outstanding for 4.5 million (December 31, 2024 - 6.0 million) Class B Non-Voting Shares with a weighted average price of $45.89 (December 31, 2024 - $53.27).
| Rogers Communications Inc. | 16 | Second Quarter 2025 |
|---|
During the six months ended June 30, 2025, we settled 1.5 million equity derivatives at a weighted average price of $35.32 resulting in a net payment of $22 million on settlement. We also reset the pricing on 2.3 million existing equity derivatives, resulting in a net payment of $38 million. Finally, we 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).
During the six months ended June 30, 2024, we executed extension agreements for our equity derivative contracts under substantially the same commitment terms and conditions with revised expiry dates to April 2025 (from April 2024) and the weighted average cost was adjusted to $53.27 per share.
Subsidiary equity derivatives
We have entered into cross-currency interest rate exchange agreements to manage the foreign exchange risk of our subsidiary equity investment (subsidiary equity derivatives). The subsidiary equity derivatives economically hedge our US dollar-denominated exposures arising from the subsidiary equity investment but cannot be designated as hedges for accounting purposes. During the three months ended June 30, 2025, we entered into subsidiary equity derivatives for US$4.85 billion ($6.7 billion) that mature in 2033. These subsidiary equity derivatives convert an 8% US dollar-denominated cash flow into a Cdn$ rate of 7.16% until maturity on a quarterly basis.
Cash settlements on debt derivatives and subsidiary equity derivatives
The tables below summarize the net proceeds (payments) on settlement of debt derivatives and subsidiary equity derivatives during the three and six months ended June 30, 2025 and 2024.
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In millions of dollars, except exchange rates) | 2025 | 2024 | 2025 | 2024 |
| Credit facilities | (51) | 17 | (68) | 16 |
| US commercial paper program | — | 7 | 2 | 6 |
| Senior and subordinated notes | — | — | 95 | — |
| Lease liabilities | 2 | — | 5 | — |
| Subsidiary equity derivatives | 43 | — | 43 | — |
| Net (payments) proceeds on settlement of debt derivatives and subsidiary equity derivatives | (6) | 24 | 77 | 22 |
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 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 June 30, 2025 or December 31, 2024. There were no transfers between Level 1, Level 2, or Level 3 during the three and six months ended June 30, 2025 or 2024.
| Rogers Communications Inc. | 17 | Second Quarter 2025 |
|---|
Below is a summary of our financial instruments carried at fair value as at June 30, 2025 and December 31, 2024.
| Carrying value | Fair value (Level 2) | Fair value (Level 3) | |||||
|---|---|---|---|---|---|---|---|
| As at<br>June 30 | As at<br>Dec. 31 | As at<br>June 30 | As at<br>Dec. 31 | As at<br>June 30 | 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 | 104 | 128 | — | — | 104 | 128 | |
| Held-for-trading: | |||||||
| Debt derivatives accounted for as cash flow hedges | 739 | 1,194 | 739 | 1,194 | — | — | |
| Debt derivatives not accounted for as hedges | — | 7 | — | 7 | — | — | |
| Expenditure derivatives accounted for as cash flow hedges | 17 | 132 | 17 | 132 | — | — | |
| Equity derivatives not accounted for as hedges | 10 | — | 10 | — | — | — | |
| Total financial assets | 870 | 1,461 | 766 | 1,333 | 104 | 128 | |
| Financial liabilities | |||||||
| Long-term debt (including current portion) | 40,852 | 41,896 | 39,625 | 39,765 | — | — | |
| Held-for-trading: | |||||||
| Debt derivatives accounted for as cash flow hedges | 1,061 | 842 | 1,061 | 842 | — | — | |
| Debt derivatives not accounted for as hedges | — | 2 | — | 2 | — | — | |
| Expenditure derivatives accounted for as cash flow hedges | 40 | — | 40 | — | — | — | |
| Equity derivatives not accounted as hedges | 34 | 54 | 34 | 54 | — | — | |
| Subsidiary equity derivatives not accounted for as hedges | 137 | — | 137 | — | — | — | |
| Virtual power purchase agreement not accounted for as a hedge | 7 | 10 | 7 | 10 | — | — | |
| Total financial liabilities | 42,131 | 42,804 | 40,904 | 40,673 | — | — |
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>June 30 | As at<br>December 31 | |
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Current financing receivables | 2,264 | 2,341 |
| Long-term financing receivables | 1,068 | 1,189 |
| Total financing receivables | 3,332 | 3,530 |
NOTE 13: INVESTMENTS
| As at<br>June 30 | As at<br><br>December 31 | |
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Investments in private companies, measured at FVTOCI | 104 | 128 |
| Investments, associates and joint ventures | 489 | 487 |
| Total investments | 593 | 615 |
| Rogers Communications Inc. | 18 | Second Quarter 2025 |
| --- | --- | --- |
NOTE 14: SHORT-TERM BORROWINGS
| As at<br>June 30 | 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) | — | 507 |
| Total short-term borrowings | 1,600 | 2,959 |
The tables below summarize the activity relating to our short-term borrowings for the three and six months ended June 30, 2025 and 2024.
| Three months ended June 30, 2025 | Six months ended June 30, 2025 | |||||
|---|---|---|---|---|---|---|
| (In millions of dollars, except exchange rates) | Notional (US$) | Exchange rate | Notional (Cdn$) | Notional (US$) | Exchange rate | Notional (Cdn$) |
| Repayment of receivables securitization | — | (400) | ||||
| Net repayment of receivables securitization | — | (400) | ||||
| Proceeds received from US commercial paper | — | — | — | 299 | 1.435 | 429 |
| Repayment of US commercial paper | — | — | — | (616) | 1.430 | (881) |
| Net repayment of US commercial paper | — | (452) | ||||
| Proceeds received from non-revolving credit facilities (US$) 1 | — | — | — | 1,045 | 1.433 | 1,497 |
| Repayment of non-revolving credit facilities (US$) 1 | (349) | 1.384 | (483) | (1,397) | 1.418 | (1,981) |
| Net repayment of non-revolving credit facilities | (483) | (484) | ||||
| Net repayment of short-term borrowings | (483) | (1,336) |
1 Borrowings under our non-revolving facility matured and were reissued regularly, such that until repaid, we maintained net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.
| Three months ended June 30, 2024 | Six months ended June 30, 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 | ||||
| Net proceeds received from receivables securitization | — | 800 | ||||
| Proceeds received from US commercial paper | 443 | 1.366 | 605 | 1,282 | 1.354 | 1,736 |
| Repayment of US commercial paper | (656) | 1.369 | (898) | (1,305) | 1.359 | (1,774) |
| Net repayment of US commercial paper | (293) | (38) | ||||
| Proceeds received from non-revolving credit facilities (US$) 1 | 369 | 1.366 | 504 | 554 | 1.359 | 753 |
| Repayment of non-revolving credit facilities (US$) 1 | (185) | 1.373 | (254) | (185) | 1.373 | (254) |
| Net proceeds received from non-revolving credit facilities | 250 | 499 | ||||
| Net (repayment of) proceeds received from short-term borrowings | (43) | 1,261 |
1 Borrowings under our non-revolving facility matured and were reissued regularly, such that until repaid, we maintained net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.
| Rogers Communications Inc. | 19 | Second Quarter 2025 |
|---|
Receivables Securitization Program
Below is a summary of our receivables securitization program as at June 30, 2025 and December 31, 2024.
| As at<br>June 30 | As at<br><br>December 31 | |
|---|---|---|
| (In millions of dollars) | 2025 | 2024 |
| Receivables sold to buyer as security | 3,283 | 3,186 |
| Short-term borrowings from buyer | (1,600) | (2,000) |
| Overcollateralization | 1,683 | 1,186 |
Below is a summary of the activity related to our receivables securitization program for the three and six months ended June 30, 2025 and 2024.
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | 2025 | 2024 |
| Receivables securitization program, beginning of period | 1,600 | 2,400 | 2,000 | 1,600 |
| Net (repayment of) proceeds received from receivables securitization | — | — | (400) | 800 |
| Receivables securitization program, end of period | 1,600 | 2,400 | 1,600 | 2,400 |
The terms of our receivables securitization program are committed until its expiry, which we extended in June 2024 to an expiration date of June 28, 2027.
US Commercial Paper Program
The tables below summarize the activity relating to our US CP program for the three and six months ended June 30, 2025 and 2024.
| Three months ended June 30, 2025 | Six months ended June 30, 2025 | |||||
|---|---|---|---|---|---|---|
| (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 |
| Net repayment of US commercial paper | — | — | — | (317) | 1.426 | (452) |
| Discounts on issuance 1 | — | — | — | 3 | n/m | 4 |
| Gain on foreign exchange 1 | — | (4) | ||||
| US commercial paper program, end of period | — | — | — | — | — | — |
n/m - not meaningful
1 Included in finance costs.
| Three months ended June 30, 2024 | Six months ended June 30, 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 | 306 | 1.356 | 415 | 113 | 1.327 | 150 |
| Net repayment of US commercial paper | (213) | 1.376 | (293) | (23) | 1.652 | (38) |
| Discounts on issuance 1 | 5 | 1.400 | 7 | 8 | 1.375 | 11 |
| Loss on foreign exchange 1 | 5 | 11 | ||||
| US commercial paper program, end of period | 98 | 1.367 | 134 | 98 | 1.367 | 134 |
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.
| Rogers Communications Inc. | 20 | Second Quarter 2025 |
|---|
Non-Revolving Credit Facilities
Below is a summary of the activity relating to our non-revolving credit facilities for the three and six months ended June 30, 2025 and 2024.
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | 2025 | 2024 |
| Non-revolving credit facility, beginning of period | 502 | 251 | 507 | — |
| Net (repayment of) proceeds received from non-revolving credit facility | (483) | 250 | (484) | 499 |
| (Gain) loss on foreign exchange 1 | (19) | 4 | (23) | 6 |
| Non-revolving credit facility, end of period | — | 505 | — | 505 |
1 Included in finance costs.
In March 2024, we borrowed US$185 million ($250 million) under our $500 million non-revolving credit facility. In April 2024, we borrowed an additional US$184 million ($250 million). In April 2025, we repaid the outstanding balance of US$349 million ($500 million) and terminated the facility. The related debt derivatives were also settled concurrently.
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 (see note 11).
| Rogers Communications Inc. | 21 | Second Quarter 2025 |
|---|
NOTE 15: LONG-TERM DEBT
| Principal<br>amount | Interest<br>rate | As at<br>June 30 | As at <br>December 31 | |||||
|---|---|---|---|---|---|---|---|---|
| (In millions of dollars, except interest rates) | Due date | 2025 | 2024 | |||||
| Term loan facility | Floating | — | 1,001 | |||||
| Canada Infrastructure Bank credit facility | 2052 | 1.000 | % | 126 | 64 | |||
| Senior notes | 2025 | US | 1,000 | 2.950 | % | — | 1,439 | |
| Senior notes | 2025 | 1,250 | 3.100 | % | — | 1,250 | ||
| Senior notes | 2025 | US | 700 | 3.625 | % | 955 | 1,007 | |
| Senior notes | 2026 | 500 | 5.650 | % | 500 | 500 | ||
| Senior notes | 2026 | US | 500 | 2.900 | % | 682 | 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 | % | 1,774 | 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 | % | 1,705 | 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 | % | 2,729 | 2,878 | |
| Senior notes | 2032 | 1,000 | 4.250 | % | 1,000 | 1,000 | ||
| Senior debentures 2 | 2032 | US | 200 | 8.750 | % | 273 | 288 | |
| Senior notes | 2033 | 1,000 | 5.900 | % | 1,000 | 1,000 | ||
| Senior notes | 2034 | US | 1,250 | 5.300 | % | 1,705 | 1,799 | |
| Senior notes | 2038 | US | 350 | 7.500 | % | 478 | 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 | % | 1,023 | 1,079 | |
| Senior notes | 2043 | US | 500 | 4.500 | % | 682 | 719 | |
| Senior notes | 2043 | US | 650 | 5.450 | % | 887 | 935 | |
| Senior notes | 2044 | US | 1,050 | 5.000 | % | 1,433 | 1,511 | |
| Senior notes | 2048 | US | 750 | 4.300 | % | 1,023 | 1,079 | |
| Senior notes 1 | 2049 | 300 | 4.250 | % | 300 | 300 | ||
| Senior notes | 2049 | US | 1,250 | 4.350 | % | 1,705 | 1,799 | |
| Senior notes | 2049 | US | 1,000 | 3.700 | % | 1,364 | 1,439 | |
| Senior notes | 2052 | US | 2,000 | 4.550 | % | 2,729 | 2,878 | |
| Senior notes | 2052 | 1,000 | 5.250 | % | 1,000 | 1,000 | ||
| Subordinated notes 3 | 2055 | US | 1,100 | 7.000 | % | 1,501 | — | |
| Subordinated notes 4 | 2055 | US | 1,000 | 7.125 | % | 1,364 | — | |
| 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 | % | 1,023 | 1,079 | |
| 41,911 | 42,886 | |||||||
| Deferred transaction costs and discounts | (983) | (951) | ||||||
| Deferred government grant liability | (76) | (39) | ||||||
| Less current portion | (955) | (3,696) | ||||||
| Total long-term debt | 39,897 | 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 June 30, 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 June 30, 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 and February 2022 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. | 22 | Second Quarter 2025 |
|---|
The tables below summarize the activity relating to our long-term debt for the three and six months ended June 30, 2025 and 2024.
| Three months ended<br> June 30, 2025 | Six months ended <br>June 30, 2025 | ||||
|---|---|---|---|---|---|
| (In millions of dollars, except exchange rates) | Exchange rate | Notional (Cdn$) | Notional (US$) | Exchange rate | Notional (Cdn$) |
| Credit facility borrowings (Cdn) | 34 | 62 | |||
| Total credit facility borrowings | 34 | 62 | |||
| Term loan facility net borrowings (US) 1 | — | — | 1 | n/m | 6 |
| Term loan facility net repayments (US) 1 | 1.380 | (962) | (697) | 1.380 | (962) |
| Net repayments under term loan facility | (962) | (956) | |||
| Senior note repayments (Cdn) | (1,250) | (1,250) | |||
| Senior note repayments (US) | — | — | (1,000) | 1.439 | (1,439) |
| Total senior notes repayments | (1,250) | (2,689) | |||
| Net repayment of senior notes | (1,250) | (2,689) | |||
| Subordinated note issuances (Cdn) | — | 1,000 | |||
| Subordinated note issuances (US) | — | — | 2,100 | 1.432 | 3,007 |
| Total issuances of subordinated notes | — | 4,007 | |||
| Net (repayment) issuance of long-term debt | (2,178) | 424 |
All values are in US Dollars.
1 Borrowings under our term loan facility matured and were reissued regularly, such that until repaid, we maintained net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.
| Three months ended June 30, 2024 | Six months ended <br>June 30, 2024 | ||||
|---|---|---|---|---|---|
| (In millions of dollars, except exchange rates) | Exchange rate | Notional (Cdn$) | Notional (US$) | Exchange rate | Notional (Cdn$) |
| Term loan facility net repayments (US) 1 | n/m | (18) | (2,512) | 1.351 | (3,393) |
| Net repayments under term loan facility | (18) | (3,393) | |||
| Senior note issuances (US) | — | — | 2,500 | 1.347 | 3,367 |
| Senior note repayments (Cdn) | — | (1,100) | |||
| Net issuance of senior notes | — | 2,267 | |||
| Net repayment of long-term debt | (18) | (1,126) |
All values are in US Dollars.
1 Borrowings under our term loan facility matured and were reissued regularly, such that until repaid, we maintained net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | 2025 | 2024 |
| Long-term debt, beginning of period | 44,452 | 40,320 | 41,896 | 40,855 |
| Net (repayment) issuance of long-term debt | (2,178) | (18) | 424 | (1,126) |
| Increase in government grant liability related to Canada Infrastructure Bank facility | (21) | — | (38) | — |
| (Gain) loss on foreign exchange | (1,384) | 251 | (1,398) | 839 |
| Deferred transaction costs incurred | (49) | (3) | (100) | (53) |
| Amortization of deferred transaction costs | 32 | 35 | 68 | 70 |
| Long-term debt, end of period | 40,852 | 40,585 | 40,852 | 40,585 |
During the three months ended June 30, 2025, we repaid the $1 billion outstanding under the April 2026 tranche of the term loan and terminated the facility.
| Rogers Communications Inc. | 23 | Second Quarter 2025 |
|---|
In July 2025, to partially fund the MLSE Transaction, we borrowed US$1.3 billion ($1.8 billion) under our revolving credit facility and US$1.5 billion ($2 billion) under two new $1 billion non-revolving credit facilities that mature in July 2026.
Senior and Subordinated Notes
Issuance of senior and subordinated notes and related debt derivatives
Below is a summary of the senior notes we issued during the three and six months ended June 30, 2025 and 2024.
| (In millions of dollars, except interest rates and discounts) | Discount/ premium at issuance | Total gross<br><br><br><br>proceeds 1 (Cdn$) | 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.
On July 11, 2025, we commenced separate offers to purchase for cash certain series of our outstanding Canadian dollar-denominated and US dollar-denominated senior notes. These offers expired on July 18, 2025. Pursuant to these offers, we accepted for purchase $1,205 million principal amount of our Canadian dollar-denominated senior notes and US$1,707 million principal amount of our US dollar-denominated senior notes. On July 23, 2025, we will pay $1,147 million and US$1,386 million, respectively, plus accrued interest, for the purchase of those accepted senior notes. In connection with our purchase of the US-dollar denominated senior notes, we will also partially settle the associated debt derivatives. See note 11 for more information on the settlement of debt derivatives.
| Rogers Communications Inc. | 24 | Second Quarter 2025 |
|---|
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.
Consent solicitation
In connection with the sale of the minority interest in a new subsidiary (see note 17), 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 paid an aggregate of approximately $30 million to the consenting holders for their consents concurrently with the closing of the network transaction plus approximately $18 million of other directly attributable transaction costs. These costs will be amortized into finance costs over the remaining terms of the underlying notes using the effective interest method.
NOTE 16: LEASES
Below is a summary of the activity related to our lease liabilities for the three and six months ended June 30, 2025 and 2024.
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | 2025 | 2024 |
| Lease liabilities, beginning of period | 2,798 | 2,667 | 2,778 | 2,593 |
| Net additions | 281 | 169 | 431 | 355 |
| Interest on lease liabilities | 36 | 34 | 72 | 69 |
| Interest payments on lease liabilities | (28) | (32) | (61) | (67) |
| Principal payments of lease liabilities | (134) | (119) | (267) | (231) |
| Lease liabilities, end of period | 2,953 | 2,719 | 2,953 | 2,719 |
NOTE 17: 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 |
| April 22, 2025 | June 9, 2025 | July 3, 2025 | 0.50 | 270 | — | 270 | — |
| 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 July 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 October 3, 2025, to shareholders of record on September 8, 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.
Non-controlling Interest
On June 20, 2025, we sold a 49.9% equity interest, representing a 20% voting interest, in a subsidiary (Backhaul Network Services Inc., or BNSI) that owns a portion of our wireless backhaul transport infrastructure to Blackstone for US$4.85 billion ($6.7 billion). We control BNSI and have therefore included its results in our consolidated financial statements. 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 BNSI for a cash purchase price based on the lesser of a multiple of
| Rogers Communications Inc. | 25 | Second Quarter 2025 |
|---|
BNSI's EBITDA (calculated in accordance with the BNSI shareholder agreement) and an amount necessary to provide Blackstone with an 8% annual rate of return, subject to a pre-agreed floor and after considering distributions previously made to Blackstone. Blackstone does not have a right to require Rogers to repurchase or redeem its shares.
BNSI is the exclusive provider to Rogers of backhaul services for cellular data transmission in Ontario and Alberta, subject to certain exceptions. RCI has entered into a long-term backhaul services agreement with BNSI (for an initial term of 25 years and subject to renewal) under which it will pay fees to BNSI for cellular data transmission, subject to an annual minimum payment and periodic price adjustments.
During the first five years of Blackstone's investment, subject to approval of the BNSI board of directors, BNSI will have a distribution policy to make quarterly pro rata cash distributions to Blackstone and RCCI of available cash in an amount that is intended to provide Blackstone with a 7% annual return on its US dollar investment. Except in certain circumstances, Rogers will be entitled to any excess cash above the target distribution threshold during this five-year period, which may be loaned to RCI. After the first five years of Blackstone’s investment, all distributions of available cash by BNSI will be made on a pro rata basis to Blackstone and RCCI.
We have entered into derivative agreements in connection with the network transaction (see note 11).
NOTE 18: STOCK-BASED COMPENSATION
Below is a summary of our stock-based compensation expense, which is included in net income, for the three and six months ended June 30, 2025 and 2024.
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | 2025 | 2024 |
| Stock options | 6 | (15) | (3) | (41) |
| Restricted share units | 18 | 6 | 21 | 9 |
| Deferred share units | 4 | (4) | 2 | (8) |
| Equity derivative effect, net of interest receipt | (1) | 28 | 23 | 67 |
| Total stock-based compensation expense | 27 | 15 | 43 | 27 |
As at June 30, 2025, we had a total liability recognized at its fair value of $84 million (December 31, 2024 - $103 million) related to stock-based compensation, including stock options, restricted share units (RSUs), and deferred share units (DSUs).
During the three and six months ended June 30, 2025, we paid $9 million and $35 million (2024 - $14 million and $55 million), respectively, to holders of stock options, RSUs, and DSUs upon exercise using the cash settlement feature.
Stock Options
Summary of stock options
The tables below summarize the activity related to stock option plans, including performance options, for the three and six months ended June 30, 2025 and 2024.
| Three months ended June 30, 2025 | Six months ended June 30, 2025 | |||||||
|---|---|---|---|---|---|---|---|---|
| (In number of units, except prices) | Number of options | Weighted average<br><br>exercise price | Number of options | Weighted average<br>exercise price | ||||
| Outstanding, beginning of period | 12,204,957 | $58.80 | 9,707,847 | $63.89 | ||||
| Granted | — | — | 2,687,103 | $40.37 | ||||
| Forfeited | — | — | (189,993) | $58.26 | ||||
| Outstanding, end of period | 12,204,957 | $58.80 | 12,204,957 | $58.80 | ||||
| Exercisable, end of period | 7,761,043 | $64.14 | 7,761,043 | $64.14 | Rogers Communications Inc. | 26 | Second Quarter 2025 | |
| --- | --- | --- | ||||||
| Three months ended June 30, 2024 | Six months ended June 30, 2024 | |||||||
| --- | --- | --- | --- | --- | ||||
| (In number of units, except prices) | Number of options | Weighted average<br>exercise price | Number of options | Weighted average<br>exercise price | ||||
| Outstanding, beginning of period | 10,695,913 | $63.90 | 10,593,645 | $63.87 | ||||
| Granted | — | — | 353,105 | $61.39 | ||||
| Exercised | (1,290) | $44.59 | (128,145) | $53.65 | ||||
| Forfeited | (107,345) | $62.56 | (231,327) | $63.65 | ||||
| Outstanding, end of period | 10,587,278 | $63.92 | 10,587,278 | $63.90 | ||||
| Exercisable, end of period | 6,753,443 | $63.70 | 6,753,443 | $63.36 |
We did not grant any performance options during the three and six months ended June 30, 2025 or 2024.
Unrecognized stock-based compensation expense related to stock option plans was $7 million as at June 30, 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
Summary of RSUs
Below is a summary of the activity related to RSUs outstanding, including performance RSUs, for the three and six months ended June 30, 2025 and 2024.
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In number of units) | 2025 | 2024 | 2025 | 2024 |
| Outstanding, beginning of period | 3,612,051 | 2,733,583 | 2,448,224 | 2,551,728 |
| Granted and reinvested dividends | 104,961 | 77,269 | 1,866,207 | 1,085,057 |
| Exercised | (231,797) | (255,754) | (772,477) | (900,073) |
| Forfeited | (114,493) | (54,727) | (171,232) | (236,341) |
| Outstanding, end of period | 3,370,722 | 2,500,371 | 3,370,722 | 2,500,371 |
Included in the above table are grants of 12,419 and 303,486 performance RSUs to certain key employees during the three and six months ended June 30, 2025 (2024 - nil and 378,296), respectively.
Unrecognized stock-based compensation expense related to these RSUs was $60 million as at June 30, 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.
Deferred Share Unit Plan
Summary of DSUs
Below is a summary of the activity related to DSUs outstanding, including performance DSUs, for the three and six months ended June 30, 2025 and 2024.
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In number of units) | 2025 | 2024 | 2025 | 2024 |
| Outstanding, beginning of period | 1,043,879 | 1,135,582 | 908,678 | 956,410 |
| Granted and reinvested dividends | 13,832 | 10,353 | 220,089 | 210,899 |
| Exercised | (23,633) | — | (94,404) | (21,151) |
| Forfeited | — | — | (285) | (223) |
| Outstanding, end of period | 1,034,078 | 1,145,935 | 1,034,078 | 1,145,935 |
Included in the above table are grants of 1,490 and 2,759 performance DSUs to certain key executives during the three and six months ended June 30, 2025 (2024 - 1,718 and 3,230).
| Rogers Communications Inc. | 27 | Second Quarter 2025 |
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Unrecognized stock-based compensation expense related to granted DSUs was $10 million as at June 30, 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 and six months ended June 30, 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 and six months ended June 30, 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 was 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 nil and $3 million was recognized in net income and paid during the three and six months ended June 30, 2025 (2024 - $3 million and $5 million). There are no payments this quarter as the final payment under the agreement was made in the three months ended March 31, 2025. We have also entered into certain other transactions with the Shaw Family Group. Total transactions with the Shaw Family Group during the three and six months ended June 30, 2025 were less than $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 and $6 million of which was paid during the three and six months ended June 30, 2025. The remaining liability of $87 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.
NOTE 21: SUPPLEMENTAL CASH FLOW INFORMATION
Change in Net Operating Assets and Liabilities
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | 2025 | 2024 |
| Accounts receivable, excluding financing receivables | (248) | (56) | (35) | 50 |
| Financing receivables | 106 | 79 | 198 | 91 |
| Contract assets | 4 | (7) | 12 | (14) |
| Inventories | 13 | (7) | 92 | (57) |
| Other current assets | 98 | 126 | (83) | 95 |
| Accounts payable and accrued liabilities | 163 | (124) | (190) | (534) |
| Contract and other liabilities | (164) | (131) | (105) | (40) |
| Total change in net operating assets and liabilities | (28) | (120) | (111) | (409) |
| Rogers Communications Inc. | 28 | Second Quarter 2025 | ||
| --- | --- | --- |
Capital Expenditures
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | 2025 | 2024 |
| Capital expenditures before proceeds on disposition | 885 | 1,009 | 1,864 | 2,067 |
| Proceeds on disposition | (54) | (10) | (55) | (10) |
| Capital expenditures | 831 | 999 | 1,809 | 2,057 |
NOTE 22: MLSE TRANSACTION
Effective July 1, 2025, after receiving all required regulatory and league approvals, we acquired Bell's 37.5% ownership stake in Maple Leaf Sports & Entertainment Ltd. (MLSE) for a purchase price of $4.7 billion in cash (MLSE Transaction). The purchase price was primarily funded from bank credit facilities together with cash on hand (see note 15). With the closing of the MLSE Transaction, we are the largest owner of MLSE, with a 75% controlling interest. The holder of the 25% non-controlling interest in MLSE has a right to require its interest be purchased at a future date at an agreement-defined fair value (MLSE put liability); we have a reciprocal right to acquire the non-controlling interest under the same terms.
MLSE owns the Toronto Maple Leafs (NHL), Toronto Raptors (NBA), Toronto FC (MLS), the Toronto Argonauts (CFL), various minor league teams, and associated real estate holdings, such as Scotiabank Arena. The MLSE Transaction adds significantly to our existing sports portfolio, including ownership of the Toronto Blue Jays, Rogers Centre, and Sportsnet. MLSE's financial results will be included in our Media reportable segment effective July 1, 2025.
Total consideration in the business combination will reflect $4.7 billion in cash paid to Bell plus the closing-date fair value of our existing investment in MLSE (pursuant to which we will recognize a gain in net income during the three months ended September 30, 2025). Our consolidated revenue for the six months ended June 30, 2025 would have been approximately $10.9 billion had the MLSE Transaction closed on January 1, 2025. This pro forma amount reflects the elimination of intercompany transactions. Due to the limited time since the acquisition date and the size and complexity of the MLSE Transaction, the accounting for the business combination is not yet complete and we are not able to provide the allocation of consideration paid to the assets acquired or liabilities assumed; therefore, we are unable to provide pro forma net income had the MLSE Transaction closed on January 1, 2025.
The major classes of assets acquired through the MLSE Transaction are expected to include cash and cash equivalents, accounts receivable, property, plant and equipment, intangible assets (including franchise rights, trademarks, customer relationship assets, and goodwill), and investments in associates. The major classes of liabilities assumed include accounts payable and accrued liabilities, deferred player compensation, contract liabilities, long-term debt, and the MLSE put liability.
| Rogers Communications Inc. | 29 | Second Quarter 2025 |
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Document
| Exhibit 99.3 |
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ROGERS COMMUNICATIONS REPORTS SECOND QUARTER 2025 RESULTS
Rogers delivers strong results and completion of transformational investments in the second quarter
•Reports growth in revenue and adjusted EBITDA in Wireless, Cable, and Media and delivers strong free cash flow
•Significantly accelerated deleveraging with completion of equity investment transaction by leading institutional investors
•Becomes majority owner of Maple Leaf Sports & Entertainment
Delivers positive financial performance in competitive market
•Total service revenue and adjusted EBITDA up 2%
•Both Wireless service revenue and adjusted EBITDA up 1%
•Cable service revenue up 1%; Cable adjusted EBITDA up 3%
•Media revenue up 10% driven by expanded media content and strong NHL playoff audiences on Sportsnet
•Free cash flow of $925 million1, up $260 million or 39% year-over-year
Strong and disciplined market share performance in both Wireless and Internet
•Added 61,000 total mobile phone net subscriber additions, including 35,000 postpaid
•Postpaid churn of 1.00%, down 7 basis points; mobile phone blended ARPU of $55.451
•Strong retail Internet net additions of 26,000
Delivers strong balance sheet management with accelerated deleveraging; June 30 debt leverage ratio of 3.6x1, improved by almost one full turn since the beginning of the year
Becomes 75% majority owner of iconic Maple Leaf Sports & Entertainment with successful July 1 closing of additional 37.5% ownership stake acquisition
•Rogers estimated pro forma calendar 2025 Media revenue and adjusted EBITDA including MLSE would be approximately $3.9 billion and $250 million, respectively
•Company estimates value of its sports and media assets in excess of $15 billion; committed to unlocking the significant and unrecognized value in world-class sports assets
Company updates 2025 outlook to reflect MLSE acquisition and completion of equity investment for remaining six months of 2025
•Total service revenue expected to grow by 3% to 5% versus prior outlook of 0% to 3%
•Adjusted EBITDA unchanged at 0% to 3% reflecting seasonality of MLSE results in the second half of the year versus first half of the year
•Capex expected to be approximately $3.8 billion versus prior range of $3.8 billion to $4.0 billion
•Free cash flow of $3.0 billion to $3.2 billion unchanged including impact of equity investment transaction
TORONTO (July 23, 2025) - Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RCI) today announced its unaudited financial and operating results for the second quarter ended June 30, 2025.
"In the second quarter, Rogers reported strong financial performance delivering growth in Wireless, Cable, and Media," said Tony Staffieri, President and CEO. "Combined with our team's strong execution, we took meaningful steps to unlock value for shareholders by accelerating the deleveraging of our balance sheet and making our transformational investment in our world-class sports assets."
| Rogers Communications Inc. | 1 | Second Quarter 2025 |
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Consolidated Financial Highlights
| (In millions of Canadian dollars, except per share amounts, unaudited) | Three months ended June 30 | Six months ended June 30 | ||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2025 | |||||||
| Total revenue | 5,216 | 5,093 | 2 | 10,192 | 9,994 | 2 | ||
| Total service revenue | 4,668 | 4,599 | 2 | 9,115 | 8,956 | 2 | ||
| Adjusted EBITDA 1 | 2,362 | 2,325 | 2 | 4,616 | 4,539 | 2 | ||
| Net income | 148 | 394 | (62) | 428 | 650 | (34) | ||
| Net income attributable to RCI shareholders | 157 | 394 | (60) | 437 | 650 | (33) | ||
| Adjusted net income 1 | 632 | 623 | 1 | 1,175 | 1,163 | 1 | ||
| Adjusted net income attributable to RCI shareholders 1 | 620 | 623 | — | 1,163 | 1,163 | — | ||
| Diluted earnings per share attributable to RCI shareholders | 0.29 | 0.73 | (60) | 0.79 | 1.20 | (34) | ||
| Adjusted diluted earnings per share attributable to RCI shareholders 1 | 1.14 | 1.16 | (2) | 2.14 | 2.16 | (1) | ||
| Cash provided by operating activities | 1,596 | 1,472 | 8 | 2,892 | 2,652 | 9 | ||
| Free cash flow 1 | 925 | 666 | 39 | 1,511 | 1,252 | 21 |
All values are in US Dollars.
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
•Ranked the most reliable 5G+ wireless network in Canada by umlaut in June 2025.
•Commenced deployment of 5G Advanced network technology, a first in Canada.
•Built an undersea fibre line to deliver Canada’s most reliable Internet to the Southern Gulf Islands in British Columbia.
Deliver easy to use, reliable products and services
•Launched all-new 5G mobile plans that unlock more savings when households combine lines.
•Became the first Internet provider in Canada to deliver WiFi 7.
•Launched Rogers Support Search to make it faster and easier for customers to find answers on Rogers.com.
Be the first choice for Canadians
•More Canadians continue to choose Rogers Wireless and Internet over any other provider.
•Launched over 150 international channels and 27 free channels on Rogers Xfinity TV to deliver the most content of any provider.
•Ranked the #1 brand associated with NHL hockey at the end of the Stanley Cup Playoffs by IMI Research.
•Reached 25.7 million Canadians during the Stanley Cup Playoffs on Sportsnet with average audiences up 6% year over year.
Be a strong national company investing in Canada
•Closed $6.7 billion subsidiary equity investment with leading institutional investors.
•Became the majority owner of Maple Leaf Sports & Entertainment (MLSE) effective July 1, with a 75% controlling interest.
•Invested $831 million in capital expenditures, the majority of which was in our networks.
•Announced more than 115 hours of new original Canadian programming with 12 new shows for Food Network, HGTV, and Citytv.
•Released our 2024 economic impact assessment showing Rogers supported over 90,000 jobs and contributed $14.3 billion to Canada's GDP.
Be the growth leader in our industry
•Grew total service revenue and adjusted EBITDA by 2%.
•Generated substantial free cash flow of $925 million and cash flow from operating activities of $1,596 million.
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 and adjusted net income attributable to RCI shareholders (a component of adjusted diluted earnings per share) are non-GAAP financial measures. Mobile phone ARPU is a supplementary financial measure. See "Non-GAAP and Other Financial Measures" in our Q2 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. | 2 | Second Quarter 2025 |
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MLSE Transaction
Effective July 1, 2025, after receiving all required regulatory and league approvals, we acquired Bell's 37.5% ownership stake in MLSE for a purchase price of $4.7 billion in cash (MLSE Transaction). The purchase price was primarily funded from bank credit facilities together with cash on hand (see "Managing our Liquidity and Financial Resources" in our Q2 2025 MD&A for more information). With the closing of the MLSE Transaction, we are the largest owner of MLSE, with a 75% controlling interest. The holder of the 25% non-controlling interest in MLSE has a right to require its interest be purchased at a future date at an agreement-defined fair value; we have a reciprocal right to acquire the non-controlling interest under the same terms.
MLSE owns the Toronto Maple Leafs (NHL), Toronto Raptors (NBA), Toronto FC (MLS), the Toronto Argonauts (CFL), various minor league teams, and associated real estate holdings, including Scotiabank Arena. The MLSE Transaction adds significantly to our existing sports portfolio, including ownership of the Toronto Blue Jays, Rogers Centre, and Sportsnet. We are actively working on opportunities to surface value from our sports portfolio for our shareholders. MLSE's financial results will be included in our Media reportable segment effective July 1, 2025.
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 ($6.7 billion) equity investment (the "network transaction"). On June 20, 2025, the network transaction closed and we received US$4.85 billion ($6.7 billion) from Blackstone.
Under the terms of the network transaction, Blackstone acquired a non-controlling interest in Backhaul Network Services Inc. (BNSI), a new Canadian subsidiary of Rogers that owns a minor part of our wireless network. We will maintain full operational control of our network and we include the financial results of BNSI in our consolidated financial statements (see "Managing our Liquidity and Financial Resources - Non-controlling interest" for more information). We intend to use the net proceeds from the network transaction to repay debt. This quarter, we used approximately $700 million of these proceeds to repay amounts outstanding under our term loan facility. We intend to use approximately $1.1 billion and US$1.4 billion to pay the purchase price for our senior notes that we accepted for purchase pursuant to offers to purchase that expired on July 18, 2025 (see "Managing our Liquidity and Financial Resources - Cash tender offers" in our Q2 2025 MD&A for more information).
Following the closing of the network transaction, Blackstone holds a 49.9% equity interest (with a 20% voting interest) in BNSI and we hold a 50.1% equity interest (with an 80% voting interest). 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 BNSI. The Blackstone investment is recognized as equity in our consolidated financial statements.
During the first five years of Blackstone's investment, BNSI will have a distribution policy to make quarterly pro rata cash distributions to Blackstone and RCCI of available cash in an amount that is intended to provide Blackstone with a 7% annual return on its US dollar investment. Including the impact of the subsidiary equity derivatives (see "Financial Risk Management" for more information), the effective cost to Rogers is approximately 6.26% over the first five years.
As a result of closing the network transaction, we have made changes to certain non-GAAP measures and other specified financial measures (see "Non-GAAP and Other Financial Measures – Changes to specified financial measures", "Review of Consolidated Performance – Adjusted net income", and "Managing our Liquidity and Financial Resources – Free cash flow" in our Q2 2025 MD&A for more information).
Financial Guidance
In connection with the closing of the MLSE Transaction, we are updating our full-year 2025 guidance range, which was initially provided on January 30, 2025, for total service revenue to reflect the anticipated contribution from the MLSE business. We now also expect capital expenditures to be at the low end of the initial range. Our updated 2025 guidance ranges are as follows.
| 2024 | Initial 2025 | Updated 2025 | |||||
|---|---|---|---|---|---|---|---|
| (In millions of dollars, except percentages) | Actual | Guidance Ranges 1 | Guidance Ranges 1, 2 | ||||
| Total service revenue | 18,066 | Increase of 0% | to | 3% | Increase of 3% | to | 5% |
| Adjusted EBITDA | 9,617 | Increase of 0% | to | 3% | Increase of 0% | to | 3% |
| Capital expenditures 3 | 4,041 | 3,800 | to | 4,000 | Approximately 3,800 | ||
| Free cash flow | 3,045 | 3,000 | to | 3,200 | 3,000 | to | 3,200 |
1 Guidance ranges presented as percentages reflect percentage increases over full-year 2024 results.
2 Guidance ranges presented include the results of the acquired MLSE business from and after the closing on July 1, 2025.
3 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.
| Rogers Communications Inc. | 3 | Second Quarter 2025 |
|---|
The above table outlines guidance ranges for selected full-year 2025 consolidated financial metrics giving effect to the completion of the MLSE Transaction on July 1, 2025 and the network transaction on June 20, 2025. These guidance ranges take into consideration our current outlook and the 2024 results of each of Rogers and MLSE. Adjusted EBITDA guidance is unchanged due to the seasonality of MLSE's business, with the third quarter being the off season for the Toronto Maple Leafs and the Toronto Raptors. Our estimated pro forma 2025 Media revenue and adjusted EBITDA including MLSE is approximately $3.9 billion and $250 million, respectively. The purpose of this guidance is to assist investors, shareholders, and others in understanding certain financial metrics relating to expected 2025 financial results for evaluating the performance of our business including the completion of the MLSE Transaction. Our guidance, including the various assumptions underlying it, is forward-looking and should be read in conjunction with "About Forward-Looking Information" in this earning release (including the material assumptions listed under the heading "Key assumptions underlying our full-year 2025 guidance") and in our 2024 Annual MD&A and the related disclosure and information about various economic, competitive, legal, and regulatory assumptions, factors, and risks that may cause our actual future financial and operating results to differ from what we currently expect.
Quarterly Financial Highlights
Revenue
Total revenue and total service revenue increased by 2% this quarter, with service revenue growth in all our businesses.
Wireless service revenue increased by 1% this quarter primarily as a result of continued growth in our subscriber base. Wireless equipment revenue increased by 13%, primarily as a result of higher device sales to existing customers.
Cable service revenue increased by 1% this quarter, primarily as a result of retail Internet subscriber growth and base management activity.
Media revenue increased by 10% this quarter, primarily as a result of higher sports-related revenue due to the success of the NHL playoffs and the launch of the Warner Bros. Discovery suite of television channels.
Adjusted EBITDA and margins
Consolidated adjusted EBITDA increased 2% this quarter, while our adjusted EBITDA margin decreased by 40 basis points, primarily as a result of ongoing productivity and cost efficiencies.
Wireless adjusted EBITDA increased by 1%, primarily due to the flow-through impact of higher revenue as discussed above. This gave rise to an adjusted EBITDA margin of 65%, up 10 basis points.
Cable adjusted EBITDA increased by 3% due to ongoing cost efficiencies. This gave rise to an adjusted EBITDA margin of 58%, up 150 basis points.
Media adjusted EBITDA increased by $5 million this quarter, primarily due to higher revenue as discussed above, partially offset by higher programming costs and Toronto Blue Jays expenses.
Net income and adjusted net income
Adjusted net income increased by 1% this quarter, primarily as a result of higher adjusted EBITDA and lower finance costs. Net income decreased by 62%, or $246 million, primarily as a result of higher restructuring, acquisition and other costs, which are not included in the calculation of adjusted net income.
Cash flow and available liquidity
This quarter, we generated cash provided by operating activities of $1,596 million (2024 - $1,472 million), which increased as a result of higher adjusted EBITDA and lower interest paid, and free cash flow of $925 million (2024 - $666 million).
As at June 30, 2025, we had $11.8 billion of available liquidity2 (December 31, 2024 - $4.8 billion), reflecting $7.0 billion in cash and cash equivalents and $4.8 billion available under our bank and other credit facilities.
Our debt leverage ratio as at June 30, 2025 was 3.6 (December 31, 2024 - 4.5). 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 July 22, 2025.
2 Available liquidity is a capital management measure. See "Non-GAAP and Other Financial Measures" in our Q2 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 Q2 2025 MD&A for a reconciliation of available liquidity.
| Rogers Communications Inc. | 4 | Second Quarter 2025 |
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About this Earnings Release
This earnings release contains important information about our business and our performance for the three and six months ended June 30, 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 Second Quarter 2025 Interim Condensed Consolidated Financial Statements (Second 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 Second 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 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 July 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 second quarter refer to the three months ended June 30, 2025, the first quarter refers to the three months ended March 31, 2025, and year to date refers to the six months ended June 30, 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 subsidiaries. Media is operated by our wholly owned subsidiary, Rogers Media Inc., and its subsidiaries.
| Rogers Communications Inc. | 5 | Second Quarter 2025 |
|---|
Summary of Consolidated Financial Results
| Three months ended June 30 | Six months ended June 30 | |||||||
|---|---|---|---|---|---|---|---|---|
| (In millions of dollars, except margins and per share amounts) | 2025 | 2024 | % Chg | 2025 | 2024 | % Chg | ||
| Revenue | ||||||||
| Wireless | 2,540 | 2,466 | 3 | 5,084 | 4,994 | 2 | ||
| Cable | 1,968 | 1,964 | — | 3,903 | 3,923 | (1) | ||
| Media | 808 | 736 | 10 | 1,404 | 1,215 | 16 | ||
| Corporate items and intercompany eliminations | (100) | (73) | 37 | (199) | (138) | 44 | ||
| Revenue | 5,216 | 5,093 | 2 | 10,192 | 9,994 | 2 | ||
| Total service revenue 1 | 4,668 | 4,599 | 2 | 9,115 | 8,956 | 2 | ||
| Adjusted EBITDA | ||||||||
| Wireless | 1,305 | 1,296 | 1 | 2,616 | 2,580 | 1 | ||
| Cable | 1,147 | 1,116 | 3 | 2,255 | 2,216 | 2 | ||
| Media | 5 | — | — | (62) | (103) | (40) | ||
| Corporate items and intercompany eliminations | (95) | (87) | 9 | (193) | (154) | 25 | ||
| Adjusted EBITDA | 2,362 | 2,325 | 2 | 4,616 | 4,539 | 2 | ||
| Adjusted EBITDA margin 2 | 45.3 | 45.7 | (0.4 | pts) | 45.3 | 45.4 | (0.1 | pts) |
| Net income | 148 | 394 | (62) | 428 | 650 | (34) | ||
| Net income attributable to RCI shareholders | 157 | 394 | (60) | 437 | 650 | (33) | ||
| Earnings per share attributable to RCI shareholders: | ||||||||
| Basic | 0.29 | 0.74 | (61) | 0.81 | 1.22 | (34) | ||
| Diluted | 0.29 | 0.73 | (60) | 0.79 | 1.20 | (34) | ||
| Adjusted net income | 632 | 623 | 1 | 1,175 | 1,163 | 1 | ||
| Adjusted net income attributable to RCI shareholders | 620 | 623 | — | 1,163 | 1,163 | — | ||
| Adjusted earnings per share attributable to RCI shareholders 2: | ||||||||
| Basic | 1.15 | 1.17 | (2) | 2.16 | 2.19 | (1) | ||
| Diluted | 1.14 | 1.16 | (2) | 2.14 | 2.16 | (1) | ||
| Capital expenditures | 831 | 999 | (17) | 1,809 | 2,057 | (12) | ||
| Cash provided by operating activities | 1,596 | 1,472 | 8 | 2,892 | 2,652 | 9 | ||
| Free cash flow | 925 | 666 | 39 | 1,511 | 1,252 | 21 |
All values are in US Dollars.
1 As defined. See "Key Performance Indicators".
2 Adjusted EBITDA margin is a supplementary financial measure. Adjusted basic and adjusted diluted earnings per share attributable to RCI shareholders are non-GAAP ratios (of which adjusted net income attributable to RCI shareholders is a component). 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 Q2 2025 MD&A for more information about each of these measures, available at www.sedarplus.ca.
| Rogers Communications Inc. | 6 | Second Quarter 2025 |
|---|
Results of our Reportable Segments
WIRELESS
Wireless Financial Results
| Three months ended June 30 | Six months ended June 30 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions of dollars, except margins) | 2025 | 2024 | % Chg | 2025 | 2024 | % Chg | ||||||
| Revenue | ||||||||||||
| Service revenue from external customers | 1,972 | 1,979 | — | 3,975 | 3,965 | — | ||||||
| Service revenue from internal customers | 27 | 9 | 200 | 50 | 19 | 163 | ||||||
| Service revenue | 1,999 | 1,988 | 1 | 4,025 | 3,984 | 1 | ||||||
| Equipment revenue from external customers | 541 | 478 | 13 | 1,059 | 1,010 | 5 | ||||||
| Revenue | 2,540 | 2,466 | 3 | 5,084 | 4,994 | 2 | ||||||
| Operating costs | ||||||||||||
| Cost of equipment | 528 | 492 | 7 | 1,036 | 1,031 | — | ||||||
| Other operating costs | 707 | 678 | 4 | 1,432 | 1,383 | 4 | ||||||
| Operating costs | 1,235 | 1,170 | 6 | 2,468 | 2,414 | 2 | ||||||
| Adjusted EBITDA | 1,305 | 1,296 | 1 | 2,616 | 2,580 | 1 | ||||||
| Adjusted EBITDA margin 1 | 65.3 | % | 65.2 | % | 0.1 | pts | 65.0 | % | 64.8 | % | 0.2 | pts |
| Capital expenditures | 365 | 396 | (8) | 772 | 800 | (4) |
1 Calculated using service revenue.
Wireless Subscriber Results 1
| Three months ended June 30 | Six months ended June 30 | |||||
|---|---|---|---|---|---|---|
| (In thousands, except churn and mobile phone ARPU) | 2025 | 2024 | Chg | 2025 | 2024 | Chg |
| Postpaid mobile phone | ||||||
| Gross additions | 362 | 451 | (89) | 699 | 894 | (195) |
| Net additions | 35 | 112 | (77) | 46 | 210 | (164) |
| Total postpaid mobile phone subscribers2,3 | 10,910 | 10,598 | 312 | 10,910 | 10,598 | 312 |
| Churn (monthly) | 1.00 | 1.07 | (0.07 | 1.01 | 1.09 | (0.08 |
| Prepaid mobile phone | ||||||
| Gross additions | 135 | 148 | (13) | 267 | 232 | 35 |
| Net additions | 26 | 50 | (24) | 49 | 13 | 36 |
| Total prepaid mobile phone subscribers 2,3 | 1,160 | 1,068 | 92 | 1,160 | 1,068 | 92 |
| Churn (monthly) | 3.23 | 3.20 | 0.03 | 3.28 | 3.55 | (0.27 |
| Mobile phone ARPU (monthly) 4 | 55.45 | 57.24 | (1.79) | 56.24 | 57.64 | (1.40) |
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 Effective April 1, 2025, and on a prospective basis, we adjusted our mobile phone subscriber bases to add 96,000 postpaid subscribers and 5,000 prepaid subscribers associated with the completion of the migration of customers from brands we had previously stopped selling. We believe this adjustment more meaningfully reflects the underlying organic subscriber performance of our mobile phone business.
4 Mobile phone ARPU is a supplementary financial measure. See "Non-GAAP and Other Financial Measures" in our Q2 2025 MD&A for more information about this measure, available at www.sedarplus.ca.
Service revenue
The 1% increases in service revenue this quarter and year to date were primarily a result of continued growth in our subscriber base.
The decrease in mobile phone ARPU this quarter and year to date were a result of ongoing competitive intensity in a slowing market.
The decrease in gross and net additions this quarter and year to date were 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. | 7 | Second Quarter 2025 |
|---|
Equipment revenue
The 13% increase in equipment revenue this quarter and 5% increase year to date were primarily a result of:
•higher device upgrades by existing customers; and
•a continued shift in the product mix towards higher-value devices; partially offset by
•a decrease in new subscribers purchasing devices due to lower gross additions.
Operating costs
Cost of equipment
The 7% increase in the cost of equipment this quarter and the marginal increase year to date were a result of the equipment revenue changes discussed above.
Other operating costs
The 4% increases in other operating costs this quarter and year to date were a result of:
•higher service costs; and
•higher costs associated with marketing and advertising initiatives.
Adjusted EBITDA
The 1% increases in adjusted EBITDA this quarter and year to date were a result of the revenue and expense changes discussed above.
| Rogers Communications Inc. | 8 | Second Quarter 2025 |
|---|
CABLE
Cable Financial Results
| Three months ended June 30 | Six months ended June 30 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions of dollars, except margins) | 2025 | 2024 | % Chg | 2025 | 2024 | % Chg | ||||||
| Revenue | ||||||||||||
| Service revenue from external customers | 1,944 | 1,935 | — | 3,851 | 3,870 | — | ||||||
| Service revenue from internal customers | 17 | 13 | 31 | 34 | 25 | 36 | ||||||
| Service revenue | 1,961 | 1,948 | 1 | 3,885 | 3,895 | — | ||||||
| Equipment revenue from external customers | 7 | 16 | (56) | 18 | 28 | (36) | ||||||
| Revenue | 1,968 | 1,964 | — | 3,903 | 3,923 | (1) | ||||||
| Operating costs | 821 | 848 | (3) | 1,648 | 1,707 | (4) | ||||||
| Adjusted EBITDA | 1,147 | 1,116 | 3 | 2,255 | 2,216 | 2 | ||||||
| Adjusted EBITDA margin | 58.3 | % | 56.8 | % | 1.5 | pts | 57.8 | % | 56.5 | % | 1.3 | pts |
| Capital expenditures | 404 | 509 | (21) | 850 | 989 | (14) |
Cable Subscriber Results 1
| Three months ended June 30 | Six months ended June 30 | |||||
|---|---|---|---|---|---|---|
| (In thousands, except ARPA and penetration) | 2025 | 2024 | Chg | 2025 | 2024 | Chg |
| Homes passed 2 | 10,354 | 10,061 | 293 | 10,354 | 10,061 | 293 |
| Customer relationships | ||||||
| Net additions | 16 | 13 | 3 | 20 | 20 | — |
| Total customer relationships 2,3 | 4,825 | 4,656 | 169 | 4,825 | 4,656 | 169 |
| ARPA (monthly) 4 | 135.74 | 139.62 | (3.88) | 136.59 | 139.87 | (3.28) |
| Penetration 2 | 46.6 | 46.3 | 0.3 | 46.6 | 46.3 | 0.3 |
| Retail Internet | ||||||
| Net additions | 26 | 26 | — | 49 | 52 | (3) |
| Total retail Internet subscribers 2,3 | 4,446 | 4,214 | 232 | 4,446 | 4,214 | 232 |
| Video | ||||||
| Net losses | (25) | (33) | 8 | (57) | (60) | 3 |
| Total Video subscribers 2 | 2,560 | 2,691 | (131) | 2,560 | 2,691 | (131) |
| Home Monitoring | ||||||
| Net additions | 3 | 13 | (10) | 8 | 12 | (4) |
| Total Home Monitoring subscribers 2 | 141 | 101 | 40 | 141 | 101 | 40 |
| Home Phone | ||||||
| Net losses | (29) | (31) | 2 | (55) | (66) | 11 |
| Total Home Phone subscribers 2 | 1,452 | 1,563 | (111) | 1,452 | 1,563 | (111) |
All values are in US Dollars.
1 Subscriber results are key performance indicators. See "Key Performance Indicators".
2 As at end of period.
3 Effective April 1, 2025, and on a prospective basis, we added 122,000 customer relationships and 124,000 retail Internet subscribers to reflect the completion of the migration of subscribers from legacy Fido Internet plans that we had previously removed when we stopped selling new plans for this service. Given this, we believe this adjustment more meaningfully reflects the underlying organic subscriber performance of our retail Internet business.
4 ARPA is a supplementary financial measure. See "Non-GAAP and Other Financial Measures" in our Q2 2025 MD&A for more information about this measure, available at www.sedarplus.ca.
Service revenue
The 1% increase in service revenue was a result of:
•retail Internet subscriber growth; and
•base management activity; partially offset by
•declines in our Home Phone and Video subscriber bases.
Service revenue year to date was in line with the prior year.
| Rogers Communications Inc. | 9 | Second Quarter 2025 |
|---|
Operating costs
The 3% decrease in operating costs this quarter and 4% decrease year to date were a result of:
•ongoing cost efficiency initiatives; partially offset by
•increased costs associated with marketing and advertising activities.
Adjusted EBITDA
The 3% increase in adjusted EBITDA this quarter and 2% increase year to date were a result of the service revenue and expense changes discussed above.
| Rogers Communications Inc. | 10 | Second Quarter 2025 |
|---|
MEDIA
Media Financial Results
| Three months ended June 30 | Six months ended June 30 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions of dollars, except margins) | 2025 | 2024 | % Chg | 2025 | 2024 | % Chg | ||||||
| Revenue from external customers | 730 | 665 | 10 | 1,247 | 1,080 | 15 | ||||||
| Revenue from internal customers | 78 | 71 | 10 | 157 | 135 | 16 | ||||||
| Revenue | 808 | 736 | 10 | 1,404 | 1,215 | 16 | ||||||
| Operating costs | 803 | 736 | 9 | 1,466 | 1,318 | 11 | ||||||
| Adjusted EBITDA | 5 | — | n/m | (62) | (103) | (40) | ||||||
| Adjusted EBITDA margin | 0.6 | % | — | % | 0.6 | pts | (4.4) | % | (8.5) | % | 4.1 | pts |
| Capital expenditures | 27 | 48 | (44) | 63 | 168 | (63) |
n/m – not meaningful
Revenue
The 10% increase in revenue this quarter and 16% increase year to date were a result of:
•higher sports-related revenue due to the success of the NHL season and higher Toronto Blue Jays revenue; and
•higher revenue related to the launch of Warner Bros. Discovery suite of channels.
Operating costs
The 9% increase in operating costs this quarter and 11% increase year to date were a result of:
•higher programming costs, including those related to the launch of the Warner Bros. Discovery suite of channels and content; and
•higher Toronto Blue Jays expenses, including player payroll and game day-related costs.
Adjusted EBITDA
The increases in adjusted EBITDA this quarter and year to date were a result of the revenue and expense changes discussed above.
| Rogers Communications Inc. | 11 | Second Quarter 2025 |
|---|
CAPITAL EXPENDITURES
| Three months ended June 30 | Six months ended June 30 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions of dollars, except capital intensity) | 2025 | 2024 | % Chg | 2025 | 2024 | % Chg | ||||||
| Wireless | 365 | 396 | (8) | 772 | 800 | (4) | ||||||
| Cable | 404 | 509 | (21) | 850 | 989 | (14) | ||||||
| Media | 27 | 48 | (44) | 63 | 168 | (63) | ||||||
| Corporate | 35 | 46 | (24) | 124 | 100 | 24 | ||||||
| Capital expenditures 1 | 831 | 999 | (17) | 1,809 | 2,057 | (12) | ||||||
| Capital intensity 2 | 15.9 | % | 19.6 | % | (3.7 | pts) | 17.7 | % | 20.6 | % | (2.9 | 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 Q2 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 June 30, 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
The decreases in capital expenditures in Wireless this quarter and year to date were due to timing of investments and the recognition of capital efficiencies. We continue 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 decreases in capital expenditures in Cable this quarter and year to date were 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 decreases in capital expenditures in Media this quarter and year to date were primarily a result of lower Toronto Blue Jays stadium infrastructure expenditures associated with the Rogers Centre modernization project that was completed in the prior year, partially offset by higher IT and digital infrastructures expenditures.
Capital intensity
Capital intensity decreased this quarter and year to date as a result of the revenue and capital expenditure changes discussed above.
| Rogers Communications Inc. | 12 | Second 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 June 30 | Six months ended June 30 | |||||
|---|---|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | % Chg | 2025 | 2024 | % Chg |
| Adjusted EBITDA | 2,362 | 2,325 | 2 | 4,616 | 4,539 | 2 |
| Deduct (add): | ||||||
| Depreciation and amortization | 1,184 | 1,136 | 4 | 2,350 | 2,285 | 3 |
| Restructuring, acquisition and other | 238 | 90 | 164 | 365 | 232 | 57 |
| Finance costs | 628 | 576 | 9 | 1,207 | 1,156 | 4 |
| Other (income) expense | (9) | (5) | 80 | (7) | 3 | n/m |
| Income tax expense | 173 | 134 | 29 | 273 | 213 | 28 |
| Net income | 148 | 394 | (62) | 428 | 650 | (34) |
Depreciation and amortization
| Three months ended June 30 | Six months ended June 30 | |||||
|---|---|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | % Chg | 2025 | 2024 | % Chg |
| Depreciation of property, plant and equipment | 933 | 902 | 3 | 1,864 | 1,808 | 3 |
| Depreciation of right-of-use assets | 113 | 97 | 16 | 211 | 207 | 2 |
| Amortization | 138 | 137 | 1 | 275 | 270 | 2 |
| Total depreciation and amortization | 1,184 | 1,136 | 4 | 2,350 | 2,285 | 3 |
Restructuring, acquisition and other
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | 2025 | 2024 |
| Restructuring, acquisition and other excluding Shaw Transaction-related costs | 213 | 66 | 303 | 178 |
| Shaw Transaction-related costs | 25 | 24 | 62 | 54 |
| Total restructuring, acquisition and other | 238 | 90 | 365 | 232 |
The restructuring, acquisition and other costs excluding Shaw Transaction-related costs in the second 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 expenses directly related to completing the network transaction and an unfavourable regulatory decision related to retransmission of distant signals (see "Regulatory Developments" in our Q2 2025 MD&A for more information).
The Shaw Transaction-related costs in 2024 and 2025 consisted of incremental costs supporting integration activities related to the Shaw Transaction.
| Rogers Communications Inc. | 13 | Second Quarter 2025 |
|---|
Finance costs
| Three months ended June 30 | Six months ended June 30 | |||||
|---|---|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | % Chg | 2025 | 2024 | % Chg |
| Interest on borrowings, net 1 | 488 | 512 | (5) | 999 | 1,020 | (2) |
| Interest on lease liabilities | 36 | 34 | 6 | 72 | 69 | 4 |
| Interest on post-employment benefits | (1) | — | — | (3) | (2) | 50 |
| (Gain) loss on foreign exchange | (75) | 30 | n/m | (86) | 139 | n/m |
| Change in fair value of derivative instruments | 59 | (24) | n/m | 72 | (122) | n/m |
| Change in fair value of subsidiary equity derivative instruments 2 | 93 | — | n/m | 93 | — | n/m |
| Capitalized interest | (8) | (10) | (20) | (17) | (22) | (23) |
| Deferred transaction costs and other | 36 | 34 | 6 | 77 | 74 | 4 |
| Total finance costs | 628 | 576 | 9 | 1,207 | 1,156 | 4 |
1 Interest on borrowings, net includes interest on short-term borrowings and on long-term debt.
2 Reflects the change in fair value of derivatives entered related to our subsidiary equity investment (see "Financial Risk Management" in our Q2 2025 MD&A for more information). This amount is removed from the calculation of adjusted net income and adjusted net income attributable to RCI shareholders (see below).
Income tax expense
| Three months ended June 30 | Six months ended June 30 | |||||||
|---|---|---|---|---|---|---|---|---|
| (In millions of dollars, except tax rates) | 2025 | 2024 | 2025 | 2024 | ||||
| Statutory income tax rate | 26.2 | % | 26.2 | % | 26.2 | % | 26.2 | % |
| Income before income tax expense | 321 | 528 | 701 | 863 | ||||
| Computed income tax expense | 84 | 138 | 184 | 226 | ||||
| Increase (decrease) in income tax expense resulting from: | ||||||||
| Non-deductible (taxable) stock-based compensation | 1 | (4) | (1) | (10) | ||||
| Non-deductible portion of equity losses | 1 | 1 | 1 | 1 | ||||
| Non-deductible portion of capital losses 1 | 44 | — | 44 | — | ||||
| Unrealized capital losses for which no deferred tax asset is recognized 1 | 45 | — | 45 | — | ||||
| Other items | (2) | (1) | — | (4) | ||||
| Total income tax expense | 173 | 134 | 273 | 213 | ||||
| Effective income tax rate | 53.9 | % | 25.4 | % | 38.9 | % | 24.7 | % |
| Cash income taxes paid | 126 | 158 | 314 | 232 |
1 Reflects permanent and temporary differences, respectively, on the revaluation of the subsidiary equity derivatives (see "Financial Risk Management" in our Q2 2025 MD&A for more information) that are not deductible for tax purposes.
Cash income taxes paid decreased this quarter and increased year to date due to the timing of installments.
Net income
| Three months ended June 30 | Six months ended June 30 | |||||
|---|---|---|---|---|---|---|
| (In millions of dollars, except per share amounts) | 2025 | 2024 | % Chg | 2025 | 2024 | % Chg |
| Net income | 148 | 394 | (62) | 428 | 650 | (34) |
| Net income attributable to RCI shareholders | 157 | 394 | (60) | 437 | 650 | (33) |
| Basic earnings per share attributable to RCI shareholders | $0.29 | $0.74 | (61) | $0.81 | $1.22 | (34) |
| Diluted earnings per share attributable to RCI shareholders | $0.29 | $0.73 | (60) | $0.79 | $1.20 | (34) |
| Rogers Communications Inc. | 14 | Second Quarter 2025 | ||||
| --- | --- | --- |
Adjusted net income
We calculate adjusted net income from adjusted EBITDA as follows:
| Three months ended June 30 | Six months ended June 30 | |||||
|---|---|---|---|---|---|---|
| (In millions of dollars, except per share amounts) | 2025 | 2024 | % Chg | 2025 | 2024 | % Chg |
| Adjusted EBITDA | 2,362 | 2,325 | 2 | 4,616 | 4,539 | 2 |
| Deduct: | ||||||
| Depreciation and amortization 1 | 972 | 916 | 6 | 1,909 | 1,823 | 5 |
| Finance costs 2 | 535 | 576 | (7) | 1,114 | 1,156 | (4) |
| Other (income) expense | (9) | (5) | 80 | (7) | 3 | n/m |
| Income tax expense 3 | 232 | 215 | 8 | 425 | 394 | 8 |
| Adjusted net income | 632 | 623 | 1 | 1,175 | 1,163 | 1 |
| Adjusted net income attributable to RCI shareholders | 620 | 623 | — | 1,163 | 1,163 | — |
| Adjusted earnings per share attributable to RCI shareholders: | ||||||
| Basic | $1.15 | $1.17 | (2) | $2.16 | $2.19 | (1) |
| Diluted | $1.14 | $1.16 | (2) | $2.14 | $2.16 | (1) |
1 Depreciation and amortization 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 and six months ended June 30, 2025 of $212 million and $441 million (2024 - $220 million and $462 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 Finance costs exclude the $93 million change in fair value of subsidiary equity derivative instruments for the three and six months ended June 30, 2025. Effective this quarter and as a result of closing the network transaction, we believe removing this amount more accurately reflects our ongoing operational results as these derivative instruments economically hedge the foreign exchange impacts of the network transaction but they are not eligible to be accounted for as hedges in accordance with IFRS. See "Financial Risk Management - Subsidiary equity derivatives" in our Q2 2025 MD&A for more details on these derivative instruments.
3 Income tax expense excludes recoveries of $59 million and $152 million (2024 - recoveries of $81 million and $181 million) for the three and six months ended June 30, 2025 related to the income tax impact for adjusted items.
Effective this quarter, as a result of the closing of the network transaction, we are introducing a new non-GAAP measure - adjusted net income attributable to RCI shareholders. In addition to the adjustments applied to net income to calculate adjusted net income, adjusted net income attributable to RCI shareholders further adjusts net income attributable to RCI shareholders by removing the impacts of foreign exchange revaluation within BNSI as the subsidiary equity derivatives we have entered into economically and effectively hedge our foreign exchange exposures arising from the investment.
| Rogers Communications Inc. | 15 | Second 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 June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | 2025 | 2024 |
| Net income | 148 | 394 | 428 | 650 |
| Add: | ||||
| Income tax expense | 173 | 134 | 273 | 213 |
| Finance costs | 628 | 576 | 1,207 | 1,156 |
| Depreciation and amortization | 1,184 | 1,136 | 2,350 | 2,285 |
| EBITDA | 2,133 | 2,240 | 4,258 | 4,304 |
| Add (deduct): | ||||
| Other (income) expense | (9) | (5) | (7) | 3 |
| Restructuring, acquisition and other | 238 | 90 | 365 | 232 |
| Adjusted EBITDA | 2,362 | 2,325 | 4,616 | 4,539 |
Reconciliation of adjusted net income
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | 2025 | 2024 |
| Net income | 148 | 394 | 428 | 650 |
| Add (deduct): | ||||
| Restructuring, acquisition and other | 238 | 90 | 365 | 232 |
| Change in fair value of subsidiary equity derivative instruments | 93 | — | 93 | — |
| Depreciation and amortization on fair value increment of Shaw Transaction-related assets | 212 | 220 | 441 | 462 |
| Income tax impact of above items | (59) | (81) | (152) | (181) |
| Adjusted net income | 632 | 623 | 1,175 | 1,163 |
| Rogers Communications Inc. | 16 | Second Quarter 2025 | ||
| --- | --- | --- |
Reconciliation of adjusted net income attributable to RCI shareholders
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | 2025 | 2024 |
| Net income attributable to RCI shareholders | 157 | 394 | 437 | 650 |
| Add (deduct): | ||||
| Restructuring, acquisition and other | 238 | 90 | 365 | 232 |
| Change in fair value of subsidiary equity derivative instruments | 93 | — | 93 | — |
| Depreciation and amortization on fair value increment of Shaw Transaction-related assets | 212 | 220 | 441 | 462 |
| Revaluation of subsidiary US dollar-denominated balances 1 | (21) | — | (21) | — |
| Income tax impact of above items | (59) | (81) | (152) | (181) |
| Adjusted net income attributable to RCI shareholders | 620 | 623 | 1,163 | 1,163 |
1 Reflects RCI's share of the impacts of foreign exchange revaluation on US dollar-denominated intercompany balances in BNSI, our non-wholly owned network subsidiary. These impacts are eliminated on consolidation.
Reconciliation of free cash flow
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (In millions of dollars) | 2025 | 2024 | 2025 | 2024 |
| Cash provided by operating activities | 1,596 | 1,472 | 2,892 | 2,652 |
| Add (deduct): | ||||
| Capital expenditures | (831) | (999) | (1,809) | (2,057) |
| Interest on borrowings, net and capitalized interest | (480) | (502) | (982) | (998) |
| Interest paid, net | 395 | 474 | 990 | 1,029 |
| Restructuring, acquisition and other | 238 | 90 | 365 | 232 |
| Program rights amortization | (31) | (23) | (50) | (39) |
| Change in net operating assets and liabilities | 28 | 120 | 111 | 409 |
| Other adjustments 1 | 10 | 34 | (6) | 24 |
| Free cash flow | 925 | 666 | 1,511 | 1,252 |
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. | 17 | Second Quarter 2025 |
|---|
Rogers Communications Inc.
Interim Condensed Consolidated Statements of Income
(In millions of Canadian dollars, except per share amounts, unaudited)
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Revenue | 5,216 | 5,093 | 10,192 | 9,994 |
| Operating expenses: | ||||
| Operating costs | 2,854 | 2,768 | 5,576 | 5,455 |
| Depreciation and amortization | 1,184 | 1,136 | 2,350 | 2,285 |
| Restructuring, acquisition and other | 238 | 90 | 365 | 232 |
| Finance costs | 628 | 576 | 1,207 | 1,156 |
| Other (income) expense | (9) | (5) | (7) | 3 |
| Income before income tax expense | 321 | 528 | 701 | 863 |
| Income tax expense | 173 | 134 | 273 | 213 |
| Net income for the period | 148 | 394 | 428 | 650 |
| Net income (loss) for the period attributable to: | ||||
| RCI shareholders | 157 | 394 | 437 | 650 |
| Non-controlling interest | (9) | — | (9) | — |
| Earnings per share attributable to RCI shareholders: | ||||
| Basic | $0.29 | $0.74 | $0.81 | $1.22 |
| Diluted | $0.29 | $0.73 | $0.79 | $1.20 |
| Rogers Communications Inc. | 18 | Second Quarter 2025 | ||
| --- | --- | --- |
Rogers Communications Inc.
Interim Condensed Consolidated Statements of Financial Position
(In millions of Canadian dollars, unaudited)
| As at<br>June 30 | As at<br>December 31 | |
|---|---|---|
| 2025 | 2024 | |
| Assets | ||
| Current assets: | ||
| Cash and cash equivalents | 6,963 | 898 |
| Accounts receivable | 5,386 | 5,478 |
| Inventories | 549 | 641 |
| Current portion of contract assets | 160 | 171 |
| Other current assets | 990 | 849 |
| Current portion of derivative instruments | 69 | 336 |
| Total current assets | 14,117 | 8,373 |
| Property, plant and equipment | 25,288 | 25,072 |
| Intangible assets | 17,581 | 17,858 |
| Investments | 593 | 615 |
| Derivative instruments | 697 | 997 |
| Financing receivables | 1,068 | 1,189 |
| Other long-term assets | 1,561 | 1,027 |
| Goodwill | 16,280 | 16,280 |
| Total assets | 77,185 | 71,411 |
| Liabilities and equity | ||
| Current liabilities: | ||
| Short-term borrowings | 1,600 | 2,959 |
| Accounts payable and accrued liabilities | 3,906 | 4,059 |
| Income tax payable | 12 | 26 |
| Other current liabilities | 476 | 482 |
| Contract liabilities | 737 | 800 |
| Current portion of long-term debt | 955 | 3,696 |
| Current portion of lease liabilities | 611 | 587 |
| Total current liabilities | 8,297 | 12,609 |
| Provisions | 62 | 61 |
| Long-term debt | 39,897 | 38,200 |
| Lease liabilities | 2,342 | 2,191 |
| Other long-term liabilities | 2,513 | 1,666 |
| Deferred tax liabilities | 6,207 | 6,281 |
| Total liabilities | 59,318 | 61,008 |
| Equity | ||
| Equity attributable to RCI shareholders | 11,220 | 10,403 |
| Non-controlling interest | 6,647 | — |
| Equity | 17,867 | 10,403 |
| Total liabilities and equity | 77,185 | 71,411 |
| Rogers Communications Inc. | 19 | Second Quarter 2025 |
| --- | --- | --- |
Rogers Communications Inc.
Interim Condensed Consolidated Statements of Cash Flows
(In millions of Canadian dollars, unaudited)
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Operating activities: | ||||
| Net income for the period | 148 | 394 | 428 | 650 |
| Adjustments to reconcile net income to cash provided by operating activities: | ||||
| Depreciation and amortization | 1,184 | 1,136 | 2,350 | 2,285 |
| Program rights amortization | 31 | 23 | 50 | 39 |
| Finance costs | 628 | 576 | 1,207 | 1,156 |
| Income tax expense | 173 | 134 | 273 | 213 |
| Post-employment benefits contributions, net of expense | 19 | 20 | 36 | 35 |
| Income from associates and joint ventures | — | — | (2) | (1) |
| Other | (38) | (59) | (35) | (55) |
| Cash provided by operating activities before changes in net operating assets and liabilities, income taxes paid, and interest paid | 2,145 | 2,224 | 4,307 | 4,322 |
| Change in net operating assets and liabilities | (28) | (120) | (111) | (409) |
| Income taxes paid | (126) | (158) | (314) | (232) |
| Interest paid | (395) | (474) | (990) | (1,029) |
| Cash provided by operating activities | 1,596 | 1,472 | 2,892 | 2,652 |
| Investing activities: | ||||
| Capital expenditures | (831) | (999) | (1,809) | (2,057) |
| Additions to program rights | (24) | (10) | (48) | (23) |
| Changes in non-cash working capital related to capital expenditures and intangible assets | (68) | (48) | (56) | 39 |
| Acquisitions and other strategic transactions, net of cash acquired | — | (380) | — | (475) |
| Other | 7 | (1) | 8 | 12 |
| Cash used in investing activities | (916) | (1,438) | (1,905) | (2,504) |
| Financing activities: | ||||
| Net (repayment of) proceeds received from short-term borrowings | (483) | (43) | (1,336) | 1,261 |
| Net (repayment) issuance of long-term debt | (2,178) | (18) | 424 | (1,126) |
| Net (payments) proceeds on settlement of debt derivatives and subsidiary equity derivatives | (6) | 24 | 77 | 22 |
| Transaction costs incurred | (61) | (4) | (99) | (46) |
| Principal payments of lease liabilities | (134) | (119) | (267) | (231) |
| Dividends paid to RCI shareholders | (188) | (182) | (373) | (372) |
| Issuance of subsidiary shares to non-controlling interest | 6,656 | — | 6,656 | — |
| Other | (3) | (5) | (4) | (5) |
| Cash provided by (used in) financing activities | 3,603 | (347) | 5,078 | (497) |
| Change in cash and cash equivalents | 4,283 | (313) | 6,065 | (349) |
| Cash and cash equivalents, beginning of period | 2,680 | 764 | 898 | 800 |
| Cash and cash equivalents, end of period | 6,963 | 451 | 6,963 | 451 |
| Rogers Communications Inc. | 20 | Second 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, including MLSE revenue;
•total service revenue;
•adjusted EBITDA;
•pro forma calendar 2025 Media revenue and adjusted EBITDA, including MLSE;
•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 use of proceeds from the network transaction;
•our debt leverage ratio and how we intend to manage, that ratio;
•the value of our sports and media assets;
•partnering with private investors and surfacing value from our sports portfolio; 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" below.
Specific forward-looking information included or incorporated in this document includes, but is not limited to, our information and statements under "Financial Guidance" relating to our 2025 consolidated guidance on total service revenue, adjusted EBITDA, capital expenditures, and free cash flow, which were originally provided on January 30, 2025.
Key assumptions underlying our full-year 2025 guidance
Our 2025 guidance ranges presented in "Financial Guidance" are based on many assumptions including, but not limited to, the following material assumptions for the full-year 2025:
•continued competitive intensity in all segments in which we operate consistent with levels experienced in 2024;
•no significant additional legal or regulatory developments, other shifts in economic conditions, or macro changes in the competitive environment affecting our business activities;
•overall wireless market penetration in Canada continues to grow in 2025;
•continued subscriber growth in retail Internet;
•declining Television and Satellite subscribers, including the impact of customers migrating to Rogers Xfinity TV from our legacy Television product, as subscription streaming services and other over-the-top providers continue to grow in popularity;
•in Media, continued growth in sports (including at MLSE) and similar trends in 2025 as in 2024 in other traditional media businesses;
•no significant sports-related work stoppages or cancellations will occur;
•with respect to capital expenditures:
•similar levels of capital investment associated with (i) expanding our 5G wireless network and (ii) upgrading our hybrid fibre-coaxial network to lower the number of homes passed per node, utilize the latest technologies, and deliver an even more reliable customer experience; and
| Rogers Communications Inc. | 21 | Second Quarter 2025 |
|---|
•we continue to make expenditures related to our Home roadmap in 2025 and we make progress on our service footprint expansion projects;
•a substantial portion of our 2025 US dollar-denominated expenditures is hedged at an average exchange rate of $1.34/US$;
•key interest rates remain relatively stable throughout 2025; and
•we retain our investment-grade credit ratings.
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;
•changes to the methodology, criteria, or conclusions used by rating agencies in assessing or assigning equity treatment or equity credit on our subordinated notes or for the network transaction;
•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).
| Rogers Communications Inc. | 22 | Second Quarter 2025 |
|---|
Investment Community Contact
Paul Carpino
647.435.6470
paul.carpino@rci.rogers.com
Media Contact
Sarah Schmidt
647.643.6397
sarah.schmidt@rci.rogers.com
Quarterly Investment Community Teleconference
Our second quarter 2025 results teleconference with the investment community will be held on:
•July 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 investor.relations@rci.rogers.com. 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. | 23 | Second Quarter 2025 |
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