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 March, 2021
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 ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
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/ “Anthony Staffieri” | |
| Name: Anthony Staffieri Title: Chief Financial Officer | ||
Date: March 4, 2021
Exhibit Index
| Exhibit Number |
Description of Document | |
| 99.1 | Rogers Communications Inc. 2020 Annual Report | |
MAKE MORE POSSIBLE Rogers Communications Inc. 2020 Annual Report
OUR PURPOSE To connect Canadians to a world of possibilities and the memorable moments that matter most in their lives 03 About Rogers 04 Create best-in-class customer experiences by putting our customers first in everything we do 06 Invest in our networks and technology to deliver leading performance and reliability 08 Deliver innovative solutions and compelling content that our customers will love 10 Drive profitable growth in all the markets we serve 12 Develop our people and a high performance culture 14 Be a strong, socially responsible leader in our communities across Canada 16 A message from Edward 18 A message from Joe 20 Senior Executive Officers & Directors 22 2020 Financial Report 152 Corporate and shareholder information 2 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
ABOUT ROGERS We are a team of proud Canadians dedicated to making more possible for our customers each and every day. Our founder, Ted Rogers, believed in the power of communication to enrich, entertain, and embolden Canadians. He followed in his father’s footsteps, and at the age of 27, purchased his first radio station, CHFI. From these modest beginnings, Rogers has grown to become a proud Canadian company — a company devoted to delivering the very best in wireless, residential, and media to Canadians and Canadian businesses. ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT | 3
OUR COMPANY PRIORITIES In addition to keeping our customers connected and keeping our people safe throughout the pandemic, our six company priorities guided our work and decision-making in 2020. We further improved our operational execution, made well-timed investments to grow our core businesses, and delivered increased long-term shareholder value. Below are some highlights from 2020. 1 Create best-in-class customer experiences by putting our customers first in everything we do We see you out at all hours of the day and night. Thank you for Keeping up the network through this difficult time stay safe, Your local neighbours 4 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
Improved monthly Wireless postpaid churn by 11 basis points to 1.00% Accelerated our digital-first plan and added self-serve options during COVID-19, with overall digital adoption up 6 points to 84% and virtual assistant conversations up over 130% Moved to 100% Canada-based customer care specialists and opened our Kelowna Customer Solution Centre virtually Introduced an Ignite self-installation program, including a Drop & Go option, as a safe, easy, no-contact way for customers to install our Ignite InternetTM and Ignite TVTM services, with over 93% of customers easily installing their products themselves since the beginning of April The entire process was so easy. From ordering, to arranging an appointment, to delivery and set up. Launched Express Pickup, making Rogers the only national carrier to give customers the convenience of ordering online and picking up in-store on the same day Expanded Pro On-the-GoTM to more cities across Canada, including Vancouver, Calgary, Edmonton, and Ottawa Supported customers with goodwill measures at the onset of COVID-19 by waiving pay-per-use international roaming fees in all available destinations until April 30, 2020 and long-distance voice calling fees across Canada until June 30, 2020 ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT | 5
2 Invest in our networks and technology to deliver leading performance and reliability ROGERS 5G 6 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
Launched and expanded Canada’s first and largest 5G network to over 170 cities and towns and started rolling out Canada’s first 5G standalone core network in Montreal, Ottawa, Toronto, and Vancouver to be ready to support future devices and chipsets as they become available Started rolling out wireless home broadband Internet service to more than 100 communities in Southwestern Ontario Strengthened our Advanced Services portfolio to make it easier for businesses and governments to serve the public, including with new Internet of Things (IoT) collaborations Added capacity and managed traffic where needed to ensure customers stayed connected during COVID-19, with total traffic on our networks up by over 50% during the first few months Expanded our cable network through the acquisition of Cable Cable Inc. and Ruralwave Inc. in the Ontario Kawartha Lakes region, and announced a partnership with Southwestern Integrated Fibre Technology (SWIFT) to bring services to underserved communities in the Regional Municipality of Waterloo and Dufferin, Norfolk, Oxford, and Simcoe counties in Ontario Evolved our 5G partner ecosystem and 5G research and development – launched Canada’s first 5G smart city in Kelowna in partnership with UBC; launched 5G Create Lab at Communitech to develop leading 5G solutions Named best wireless network in Canada for the second year in a row, in July, by umlaut, the global leader in mobile network benchmarking Earned the number one spot in the Canada Wireless Network Quality Study by J.D. Power in the West and Ontario, in April Ranked most consistent national wireless and broadband Internet provider in Canada by Ookla, in Q3 and Q4 of 2020 Best 20 in 20 Test Best 20 in 20 Test OOKLA® JD POWER ROGERS JD POWER ROGERS ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT | 7
3 Deliver innovative solutions and compelling content that our customers will love NHL ON SN All SEASON LONG 8 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
Launched Ignite SmartStreamTM, an entertainment add-on for Ignite Internet customers, to give customers access to their favourite streaming services in one place Launched 14 new apps and subscription video on-demand services on Ignite TV and expanded free content on Ignite TV with the introduction of new apps, including Fun at Home and Health at Home, tubi, XITE, and zone-ify Leveraged our media assets to advance inclusion and diversity, including a prime time special Ending Racism: What Will it Take?, a new digital series LIVE: #Cityline Real on Race, and a new SportsnetTM interview series Top of HER GameTM Delivered industry-leading coverage with the return of live sports, with Sportsnet the most-watched sports media brand in Canada in 2020, and Sportsnet National the number one Canadian network overall in prime time in August SMArTSTreAM LIVE: # CitylineReal ON RACE TUESDAYS 3 PM ET Launched access to Amazon Music on Ignite TV so customers can listen to their favourite music, as well as thousands of playlists and stations Provided free access for our customers to a rotating selection of channels for a select period of time during COVID-19 and temporarily removed data usage caps for customers on limited home Internet plans so they could stream, surf, and connect during the initial phase of the pandemic ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT | 9
4 Drive profitable growth in all the markets we serve 10 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
Attracted 245,000 net Wireless postpaid subscribers 218,000 net Ignite TV subscribers Expanded consolidated adjusted EBITDA margin by 90 basis points Generated free cash flow of $2,366 million up 4% ROGERS 302 NOW OPEN Ended the year with strong liquidity position of $5.7 billion Paid over $1 billion in dividends ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT | 11
5 Develop our people and a high performance culture 12 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
Launched new five-year Inclusion and Diversity Strategy with measurable targets and held 85 Inclusion & Diversity events and listening sessions Delivered enhanced programs and employee communications to ensure employees were supported and informed during COVID-19 Extended our employee virtual health care solution to provide access to health care professionals during COVID-19 Received Canada’s Top 100 Employers Award for the eighth year in a row and reclaimed certification for Canada’s Most Admired Corporate Cultures in 2020 Achieved all-time high employee engagement score of 87%, up two points from 2019 and seven points above best-in-class Waterstone CANADA’S MOST ADMIRED CORPORATE CULTURES 2019 - 2020 Canada’s Top 100 Employers ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT | 13
6 Be a strong, socially responsible leader in our communities across Canada 113 TEAM EQUIPE ROGERS JAYS CARE FOUNDATION 14 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
Partnered with Food Banks Canada and Jays Care Foundation for Step Up to the Plate, using the Rogers Centre™ for the largest food hamper program in the organization’s history, distributing over eight million meals for Canadian families Launched an awareness campaign across media and digital assets to raise money for Food Banks Canada to address acute food shortages during COVID-19; and donated more than one million meals through a corporate donation and employee contributions Donated $1 million to Jays Care Foundation to deliver programs to support 35,000 youth across Canada, including virtual summer camps for 10,000 marginalized youth Raised approximately $1 million through the Hearts and Smiles campaign in support of The Frontline Fund to help Canada’s frontline health care workers during COVID-19 Ted Rogers Scholarship Fund #Forward Together ROGERS Make more possible WOMEN’S SHELTERS CANADA THANKS! Big Brothers Big Sisters of ROGERS Rylan Announced a $10 million commitment over the next five years in free advertising and creative services via our sports and media assets to charities and small businesses that support Black, Indigenous and People of Colour and equity-seeking communities Launched the 60,000 Hours Challenge as part of The 60 Project to mark our 60th anniversary in 2020, with employee volunteers supporting over 200 organizations Awarded scholarships, through the Ted Rogers Scholarship Fund, to over 400 young people to pursue post-secondary education, with an estimated 75% of community recipients from Black, Indigenous, and People of Colour communities ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT | 15
AMESSAGE FROM EDWARD Edward S. Rogers Chair of the Board Rogers Communications Inc. Dear Fellow Shareholders, 2020 tested our business as never before but our team rose to the challenge. Our networks were strong and resilient, we demonstrated leadership in delivering 5G to Canadians, our balance sheet remained sound, and we supported our most vulnerable communities. Navigating our business effectively through challenging times In 2020, while we prioritized the actions we needed to take as a result of COVID-19, our results started to improve over the second half of the year and we ended the year with a strong balance sheet and solid efficiency gains across our businesses. While consolidated revenue was down 8%, we were able to expand consolidated adjusted EBITDA margins by 90 basis points. In our Wireless business, we ended the year with 2.5 million unlimited data customers, which grew 79% year over year, and represents the largest customer base in Canada that is no longer paying overage charges. However, we felt the impacts of global travel restrictions and reduced store traffic due to the pandemic’s retail restrictions, but we increased our customer base in the second half of the year and attracted 245,000 net new wireless subscribers as customers embraced our digital transaction options. In our Cable business, revenue was consistent with last year, adjusted EBITDA grew 1%, and we expanded margins by 50 basis points. We saw significant growth in our Ignite TV subscriber base, which grew 67% on a year over year basis to over 540,000 subscribers. We also achieved capital efficiency gains through the growing popularity of customer self-install options for Ignite Internet and Ignite TV. Finally, our Sports and Media business was notably impacted by COVID-19. We experienced lower sports-related revenue associated with the Toronto Blue Jays not being able to play in front of fans at the Rogers Centre, as well as overall declines in television and radio advertising revenue across the country. However, we have the best sports assets in the country, and we know fans are excited with the prospects of watching and supporting their favourite teams as major sports leagues continue to recover. Healthy balance sheet, strong cash flow generation, and delivering results for shareholders Despite these pandemic-driven pressures affecting our 2020 results, our underlying assets remain very strong. We generated free cash flow of $2.4 billion, an increase of 4%, and we returned $1.0 billion in dividends to shareholders. As the economy moves past the COVID-19 environment, we anticipate solid improvements in our business, underpinned by a healthy balance sheet and targeted and consistent investments in our networks. I am tremendously proud of our operational transformation, in real-time, to keep our employees safe and our customers connected, while still pursuing opportunities to grow and innovate. Investing for the future and launching Canada’s largest and most reliable 5G network This innovation was demonstrated as we solidified our 5G leadership position, launching and expanding Canada’s first and largest 5G network to more than 170 cities and towns. We also began our rollout of Canada’s first 5G standalone core network in Montreal, Ottawa, Toronto, and Vancouver. 16 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
With increased adoption of our 5G-ready Rogers Infinite plans, Rogers now has the largest unlimited customer base in Canada. Rogers continues to deliver the best wireless network in Canada, an achievement recognized for the second year in a row by umlaut, the global leader in mobile network benchmarking. We were also ranked number one in the Canada Wireless Network Quality Study by J.D. Power in Ontario and in the West, and we were ranked most consistent national wireless and broadband Internet provider in Canada by Ookla in November. At Rogers for Business, we continue to enable small business and entrepreneurs to stay productive and connected to their customers and people. With innovative IoT solutions and collaboration tools, we provide seamless solutions for businesses and governments. As 5G’s possibilities come to life and the economy regains stable footing, we will be there As the economy moves past the COVID-19 environment, we anticipate solid improvements in our business, underpinned by a healthy balance sheet and targeted and consistent investments in our networks. to support our Rogers for Business customers as they rebuild and reconnect. Our #1 priority is to deliver the best customer experience, and this year, our 100% Canadian-based customer care team stepped up to provide the additional support and care needed by customers in these extraordinary times. At the peak of the pandemic, we developed and launched interactive digital touchpoints and self-serve options to keep our customers’ needs met despite the physical distance. Customers have embraced these advancements and we will continue to build on them to keep pace with evolving customer needs. Supporting our communities as a leading Canadian corporation While continuing to stay focused on the future and ensure our business ran smoothly, our Rogers team also worked to ensure we supported the most vulnerable residents in our communities. I would like to thank the Rogers team for their incredible efforts in giving back to our communities from coast-to-coast-to-coast this year. Setting record levels of volunteerism and giving across the company, the Rogers family was pleased to support these efforts with $60 million in donations to charities across the country for families in need. In an unprecedented year, Rogers Communications showed unwavering leadership and commitment to our customers, incredible resilience in the face of the pandemic’s challenges, and entrepreneurial spirit and focus on our long-term future growth and success. I want to express my thanks to our President and CEO, Joe Natale, the management team, and our full team of approximately 23,500 for all their efforts as we collectively showed our strength and resilience to deliver for Canadians during an unprecedented year. Edward S. Rogers Chair of the Board Rogers Communications Inc. ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT | 17
A MESSAGE FROM JOE Joe Natale President and CEO Rogers Communications Inc. My Fellow Shareholders, 2020 was an extraordinary year in so many ways. Our company turned 60 – a major milestone that reminded us of our deep history in Canada and the generations of innovation we helped catalyze. That history met the future head-on when in January of last year, we were proudly the first carrier to bring a 5G network to Canada as we launched this cutting-edge technology in downtown Toronto, Montreal, Vancouver, and Ottawa and continued to drive Canada’s largest 5G network to more than 170 communities across Canada. Three months into 2020, however, all of us were faced with a challenge none of us could have predicted. Every Canadian was affected by the pandemic, as was every aspect of our wireless, cable, and sports and media businesses. Customers worked from home and stopped travelling. Work from home became the rule versus the exception. Sports leagues paused and stadiums were idled. Through all these changes, our networks and operations had to shift seamlessly to ensure Canadians stayed connected and served and we had to find new ways of doing business in order to offset the significant financial pressures being felt across the business. We saw sharp revenue and adjusted EBITDA declines associated with COVID-19 of $1.4 billion and $500 million, respectively, with our wireless and sports and media businesses feeling the most impact. Our cable business was resilient, with stable revenue and profitability through the period, and expanding margins through our efficiency initiatives. Despite the environment, we grew free cash flow by 4% in 2020, and ended the year with a healthy balance sheet, including $5.7 billion in available liquidity. Notwithstanding the short-term impacts on our businesses, the fundamental long-term value of our wireless, cable, and sports and media assets remain intact. With exceptional assets, a strong balance sheet, and efficient operations across all of our businesses, Rogers is well positioned as the economy recovers. Throughout the pandemic, with millions of Canadians relying on us to work, learn, and connect from home, our networks have served as the connective tissue across peoples’ lives. Despite the unprecedented spike in demand with home Internet traffic shooting up more than 50%, our networks held up incredibly well. Being ready for this moment took decades of investment – $60 billion over the last 35 years in our networks. These investments contribute to Canadians enjoying the fastest mobile download speeds in the world – faster than all other G7 countries – according to OpenSignal, an independent global body that provides analytics and insights on wireless connectivity. But investment alone didn’t get us here. The extraordinary efforts of our team enabled network connection, but also, personal connection. Our Rogers Sports & Media teams turned basements and backyards into studios to deliver the news to Canadians 24/7. And our Sportsnet team kept Canadians entertained through creative, digital programming during a required hiatus from live sports. Our strong culture of innovation was also evident in our customer service pivots. Our offerings and delivery transformed in record time. In under five weeks, we moved 90% of our team to work from home – including our 7,000 Canada-based contact centre employees .18 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
PARTICIPATION HOUSE. Markham www.participationhouse.net 9 BUTTERNUT LANE AUTHORIZED PARKING ONLY The fundamentals of our operations accelerated our digital service offerings. Our apps helped customers navigate self-installations and service issues without technicians having to enter homes. While many customers have embraced digital, for those who required a retail experience, we kept our stores open where allowed and evolved our unique Pro On-the-Go service to bring the retail experience to our customers’ front doors. The launch of our Express Pickup service – a first in our industry – enabled customers to order their devices online but pick up at a store on the same day. These capabilities were built with durability in mind and were accelerations of initiatives already underway. They will form the basis of our operating platform going forward long past COVID-19 delivering better customer experiences and lower operating costs. In 2020, with more customers looking to connect, we added over 120,000 customer relationships across our products. We now have more than 540,000 Ignite TV customers and 2.5 million Infinite customers. Our continued focus on improving the customer experience has yielded a significant increase in our likelihood to recommend scores across the business. 2020 was also an important year for new action tackling anti-Black racism and renewed efforts for inclusion and diversity within and beyond our workplace. We reset our five-year Inclusion & Diversity strategy with meaningful reporting targets. We signed a pledge to the BlackNorth initiative and became a partner of the Black Professionals in Tech Network to onboard more Black talent into our company. And we mandated Unconscious Bias training for all our leaders. Our work here continues in 2021. In a year that tested our team like no other, we achieved record employee engagement levels (87%) and secured our position as one of Canada’s Top 100 Employers for the 8th year in a row. We also reclaimed our certification as one of Canada’s Most Admired Corporate Cultures. The engagement, and helping hands, of our team reached beyond the virtual walls of our organization and into our most vulnerable communities. We achieved new company records for volunteerism and supported nearly 1,500 charities. We leveraged the full range of our unique corporate assets – from giving free devices and plans to Big Brothers Big Sisters, to transforming the Rogers Centre into the largest food pantry from which to distribute eight million meals for Canadian families as part of our Step Up To The Plate initiative with Jays Care Foundation. We used our media assets to ensure women fleeing domestic violence had awareness of who to call, and access to free phones and data plans once they found safety in shelters. Millions of dollars in scholarships and community grants went to help rising talent across the country. We expect shareholders to benefit from the investments we are making across our businesses, particularly with our 5G network. Going forward, you should expect Rogers to maintain its disciplined and balanced approach to capital allocation, with a prioritization on growing our core businesses, while continuing to return steady dividends and excess capital to shareholders over the long term. Rogers has been part of the Canadian fabric for 60 years. And today, as our nation moves through the stages of recovery and rebuilds what’s been lost, we will be there to help Canadians create a new, and better, future. In a year like no other, I am tremendously proud of our accomplishments and the dedication of our team to keep our customers and Canadians connected. I would also like to thank you, our shareholders, for your ongoing support. Building out the deep footprints of our founder Ted Rogers, we proudly continue our path of innovation and smart investments to make more possible for Canadians. My very best, Joe ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT | 19
SENIOR EXECUTIVE OFFICERS As at March 4, 2021 1. Joe Natale President and Chief Executive Officer 2. Eric P. Agius Chief Customer Officer 3. Jordan R. Banks President, Rogers Sports & Media 4. Lisa L. Durocher Executive Vice President, Financial and Emerging Services 5. Jorge Fernandes Chief Technology and Information Officer 6. Brent R. Johnston President, Wireless 7. Graeme McPhail Chief Legal and Regulatory Officer and Secretary 8. Sevaun T. Palvetzian Chief Communications Officer 9. Dean Prevost President, Connected Home and Rogers for Business 10. James M. Reid Chief Human Resources Officer 11. Tony Staffieri, FCPA, FCA Chief Financial Officer 20 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
DIRECTORS As at March 4, 2021 1. Edward S. Rogers Chair 2. Bonnie R. Brooks, C.M. Company Director 3. Robert Dépatie Company Director 4. Robert J. Gemmell Company Director 5. Alan D. Horn, CPA, CA President and Chief Executive Officer, Rogers Telecommunications Limited 6. Ellis Jacob, C.M., O.Ont., FCPA, FCA, FCMA President and CEO of Cineplex Inc. 7. Philip B. Lind, C.M. Vice Chair 8. John A. MacDonald Lead Director 9. Isabelle Marcoux, C.M. Chair, Transcontinental Inc. 10. Joe Natale President and Chief Executive Officer 11. The Hon. David R. Peterson, PC, QC Chairman Emeritus, Cassels Brock & Blackwell LLP 12. Loretta A. Rogers Company Director 13. Martha L. Rogers Company Director 14. Melinda M. Rogers-Hixon Deputy Chair ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT | 21
MANAGEMENT’S DISCUSSION AND ANALYSIS
24 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
KEY FINANCIAL INFORMATION
| Years ended December 31 |
||||||||||||
| (In millions of dollars, except margins and per share amounts) |
2020 |
2019 |
% Chg |
|||||||||
| Consolidated |
||||||||||||
| Total revenue |
|
13,916 |
|
|
15,073 |
|
(8 |
) | ||||
| Total service revenue 1 |
|
11,955 |
|
|
12,965 |
|
(8 |
) | ||||
| Adjusted EBITDA 2 |
|
5,857 |
|
|
6,212 |
|
(6 |
) | ||||
| Adjusted EBITDA margin 2 |
|
42.1% |
|
|
41.2% |
|
|
0.9 pts |
| |||
| Net income |
|
1,592 |
|
|
2,043 |
|
(22 |
) | ||||
| Adjusted net income 2 |
|
1,725 |
|
|
2,135 |
|
(19 |
) | ||||
| Basic earnings per share |
$ |
3.15 |
|
$ |
3.99 |
|
(21 |
) | ||||
| Adjusted basic earnings per share 2 |
$ |
3.42 |
|
$ |
4.17 |
|
(18 |
) | ||||
| Capital expenditures 3 |
|
2,312 |
|
|
2,807 |
|
(18 |
) | ||||
| Cash provided by operating activities |
|
4,321 |
|
|
4,526 |
|
(5 |
) | ||||
| Free cash flow 2
|
|
2,366
|
|
|
2,278
|
|
|
4
|
| |||
|
Wireless |
||||||||||||
| Service revenue |
6,579 | 7,156 | (8 | ) | ||||||||
| Revenue |
|
8,530 |
|
|
9,250 |
|
(8 |
) | ||||
| Adjusted EBITDA |
|
4,067 |
|
|
4,345 |
|
(6 |
) | ||||
| Adjusted EBITDA service margin 4 |
|
61.8% |
|
|
60.7% |
|
|
1.1 pts |
| |||
| Adjusted EBITDA margin 5
|
|
47.7%
|
|
|
47.0%
|
|
|
0.7 pts
|
| |||
|
Cable |
||||||||||||
| Revenue |
|
3,946 |
|
|
3,954 |
|
– |
| ||||
| Adjusted EBITDA |
|
1,935 |
|
|
1,919 |
|
1 |
| ||||
| Adjusted EBITDA margin
|
|
49.0%
|
|
|
48.5%
|
|
|
0.5 pts
|
| |||
|
Media |
||||||||||||
| Revenue |
|
1,606 |
|
|
2,072 |
|
(22 |
) | ||||
| Adjusted EBITDA |
|
51 |
|
|
140 |
|
(64 |
) | ||||
| Adjusted EBITDA margin
|
|
3.2%
|
|
|
6.8%
|
|
|
(3.6 pts
|
)
| |||
| 1 | As defined. See “Key Performance Indicators”. |
| 2 | Adjusted EBITDA, adjusted net income, and free cash flow are non-GAAP measures and should not be considered substitutes or alternatives for GAAP measures. These are not defined terms under IFRS and do not have standard meanings, so may not be a reliable way to compare us to other companies. See “Non-GAAP Measures and Related Performance Measures” for information about these measures, including how we calculate them and the ratios in which they are used. |
| 3 | Includes additions to property, plant and equipment net of proceeds on disposition, but does not include expenditures for spectrum licences or additions to right-of-use assets. |
| 4 | Calculated using Wireless service revenue. |
| 5 | Calculated using Wireless total revenue. |
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 25
MANAGEMENT’S DISCUSSION AND ANALYSIS
KEY PERFORMANCE INDICATORS
|
As at or years ended December 31
|
||||||||||||
|
2020
|
2019
|
Chg
|
||||||||||
|
Subscriber results (in thousands) 1 |
||||||||||||
| Wireless postpaid net additions |
|
245 |
|
|
334 |
|
(89 |
) | ||||
| Wireless prepaid net losses |
|
(142 |
) |
|
(97 |
) |
|
(45 |
) | |||
| Wireless subscribers |
|
10,943 |
|
|
10,840 |
|
103 |
| ||||
| Internet net additions |
|
57 |
|
|
104 |
|
(47 |
) | ||||
| Internet subscribers 2,3 |
|
2,598 |
|
|
2,534 |
|
64 |
| ||||
| Ignite TV net additions |
|
218 |
|
|
284 |
|
(66 |
) | ||||
| Total Ignite TV subscribers |
|
544 |
|
|
326 |
|
218 |
| ||||
| Customer relationships net additions |
|
12 |
|
|
21 |
|
(9 |
) | ||||
| Total customer relationships 2,3
|
|
2,530
|
|
|
2,510
|
|
|
20
|
| |||
|
Additional Wireless metrics 1 |
||||||||||||
| Postpaid churn (monthly) |
|
1.00% |
|
|
1.11% |
|
|
(0.11 pts |
) | |||
| Blended ABPU (monthly) |
$ | 63.24 | $ | 66.23 | ($ | 2.99 | ) | |||||
| Blended ARPU (monthly)
|
$
|
50.75
|
|
$
|
55.49
|
|
($
|
4.74
|
)
| |||
|
Additional Cable metrics 1 |
||||||||||||
| ARPA (monthly) |
$ |
130.70 |
|
$ |
131.71 |
($ |
1.01 |
) | ||||
| Penetration
|
|
55.3%
|
|
|
56.1%
|
|
|
(0.8 pts
|
)
| |||
|
Ratios |
||||||||||||
| Capital intensity 1 |
|
16.6% |
|
|
18.6% |
|
|
(2.0 pts |
) | |||
| Dividend payout ratio of net income 1 |
|
63.4% |
|
|
50.0% |
|
|
13.4 pts |
| |||
| Dividend payout ratio of free cash flow 1,4 |
|
42.7% |
|
|
44.9% |
|
|
(2.2 pts |
) | |||
| Return on assets 1 |
|
4.1% |
|
|
5.5% |
|
|
(1.4 pts |
) | |||
| Debt leverage ratio 4
|
|
3.0
|
|
|
2.9
|
|
|
0.1
|
| |||
|
Employee-related information |
||||||||||||
| Total active employees
|
|
23,500
|
|
|
25,300
|
|
|
(1,800
|
)
| |||
| 1 | As defined. See “Key Performance Indicators”. |
| 2 | On September 30, 2020, we acquired approximately 2,000 Internet subscribers and customer relationships as a result of our acquisition of Ruralwave Inc., which are not included in net additions, but do appear in the ending total balance for December 31, 2020. |
| 3 | On October 1, 2020, we acquired approximately 5,000 Internet subscribers and 6,000 customer relationships as a result of our acquisition of Cable Cable Inc., which are not included in net additions, but do appear in the ending total balance for December 31, 2020. |
| 4 | This ratio uses one or more of free cash flow, adjusted EBITDA, and adjusted net debt, all of which are non-GAAP measures and should not be considered substitutes or alternatives for GAAP measures. These are not defined terms under IFRS and do not have standard meanings, so may not be a reliable way to compare us to other companies. See “Non-GAAP Measures and Related Performance Measures” for information about these measures, including how we calculate them and the ratios in which they are used. |
26 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 27
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 29
MANAGEMENT’S DISCUSSION AND ANALYSIS
30 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 31
MANAGEMENT’S DISCUSSION AND ANALYSIS
32 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS
For 2020, we set forth the following objectives related to our strategic priorities.
| Strategic Priority | 2020 Objectives | |||||
| Create best-in-class customer experiences by putting our customers first in everything we do | Evolve our customer experience across all our channels; solve customer problems the first time they contact us; and invest in tools to create frictionless digital and frontline experiences |
|||||
| Invest in our networks and technology to deliver leading performance and reliability | Continue our cable and wireless network uplift programs; accelerate our network leadership in 5G and IoT; and deliver reliable systems and leverage emerging technologies |
|||||
| Deliver innovative solutions and compelling content that our customers will love | Drive a growth agenda in each of our lines of business; create capabilities to establish great partnerships; and challenge the core value propositions in each of our businesses |
|||||
| Drive profitable growth in all the markets we serve | Deliver on our 2020 financial commitments and execute on our cost management playbook |
|||||
| Develop our people and a high performance culture | Build our culture and reputation as a great Canadian company; attract diverse talent that builds our future workforce; and deliver a differentiated and rewarding employee experience |
|||||
| Be a strong, socially responsible leader in our communities across Canada | Grow our presence both locally and regionally; distinguish our community investment and social responsibility programs; and grow our business in key underserved markets across Canada |
|||||
KEY PERFORMANCE DRIVERS AND 2020 STRATEGIC HIGHLIGHTS
34 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 35
MANAGEMENT’S DISCUSSION AND ANALYSIS
36 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
| Strategic Priority | 2021 Objectives | |||||
| Create best-in-class customer experiences by putting our customers first in everything we do | Accelerate digital and self-serve adoption by building on momentum generated during COVID-19; reinvent experiences across all channels to optimize customer journeys; solve customer problems the first time, or even before, they contact us; and invest in tools, capabilities, and our team to create frictionless digital and frontline experiences. |
|||||
| Invest in our networks and technology to deliver leading performance, reliability, and coverage | Invest in our cable and wireless networks to deliver industry-leading connectivity to our customers; grow our leadership in 5G and reestablish leadership in IoT; expand our network footprint and product reach to connect underserved communities; and modernize our systems by leveraging cloud and data capabilities. |
|||||
| Drive growth in each of our lines of business | Enhance our marketing and sales capabilities to propel consistent and sustainable customer additions; grow our business in key regional markets across Canada; create products, services, and content that customers will love; and anchor our Media strategy in sports and diversify into digital and sports-related growth areas. |
|||||
| Drive best-in-class financial outcomes for our shareholders |
Improve financial performance and drive cost and productivity improvements across Rogers. |
|||||
| Develop our people, drive engagement, and build a high-performing and inclusive culture | Ensure the safety and well-being of our employees and evolve our ways of working; build a culture of inclusion for our team members, customers, and communities; and attract top and diverse talent and develop our team as we build our future workforce. |
|||||
| Be a strong, socially and environmentally responsible leader in our communities | Partner with communities across Canada to deepen engagement and increase impact; grow our presence in a sustainable and environmentally responsible manner; and build our culture and reputation as a great Canadian company. |
|||||
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 37
MANAGEMENT’S DISCUSSION AND ANALYSIS
Our spectrum holdings as at December 31, 2020 include:
| Type of spectrum |
Rogers licences |
Who the licences support | ||
| 600 MHz |
20 to 40 MHz across Canada, covering 100% of the Canadian population. |
5G subscribers. | ||
| 700 MHz |
24 MHz in Canada’s major geographic markets, covering 95% of the Canadian population. |
4G / 4.5G LTE subscribers; future 5G subscribers. | ||
| 850 MHz |
25 MHz across Canada. |
2G GSM, 3.5G HSPA+, 4G / 4.5G LTE subscribers; future 5G subscribers. | ||
| 1900 MHz |
60 MHz in all areas of Canada except 40 MHz in northern Quebec, 50 MHz in southern Ontario, and 40 MHz in the Yukon, Northwest Territories, and Nunavut. |
2G GSM, 3.5G HSPA+, 4G / 4.5G LTE subscribers; future 5G subscribers. | ||
| AWS 1700/2100 MHz |
40 MHz in British Columbia and Alberta, 30 MHz in southern Ontario, an additional 10 MHz in the Greater Toronto Area, and 20 MHz in the rest of Canada. |
4G / 4.5G LTE subscribers; 5G subscribers. | ||
| 2500 MHz |
40 MHz FDD across the majority of Canada except 20 MHz in parts of Quebec and no holdings in Nunavet and the Northwest Territories. Rogers also holds an additional 25 MHz TDD in key population areas in Quebec, Ontario, and British Columbia. |
4G, 4.5G LTE, and 5G subscribers. | ||
| 3500 MHz |
Between 20 MHz and 30 MHz across the majority of the Canadian population. |
Fixed wireless subscribers; future 5G fixed and mobile broadband subscribers. | ||
38 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
We also have access to additional spectrum through the following network sharing agreements:
| Type of spectrum | Type of network venture |
Who it supports | ||
| 2300 MHz |
Orion Wireless Partnership (Orion) is a joint operation with Bell in which Rogers holds a 50% interest. Orion holds licences for 30 MHz of FDD 2300 MHz spectrum (of which 20 MHz is usable), previously held by Inukshuk Wireless Partnership, primarily in eastern Canada, including certain population centres in southern and eastern Ontario, southern Quebec, and smaller holdings in New Brunswick, Manitoba, Alberta, and British Columbia. The Orion fixed wireless LTE national network utilizes the jointly held 2300 MHz bands. |
5G subscribers. | ||
| 850 MHz, 1900 MHz AWS spectrum, 700 MHz, 2500 MHz TDD |
Two network-sharing arrangements to enhance coverage and network capabilities:
• with Bell MTS, which covers 98% of the population across Manitoba; and
• with Videotron to provide HSPA and LTE services across the province of Quebec and Ottawa. |
3.5G / 4G HSPA+, 4G LTE, 5G subscribers. 4G LTE subscribers. | ||
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 39
MANAGEMENT’S DISCUSSION AND ANALYSIS
40 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 41
MANAGEMENT’S DISCUSSION AND ANALYSIS
42 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
SUMMARY OF CONSOLIDATED RESULTS
|
Years ended December 31
|
||||||||||||
|
(In millions of dollars, except margins and per share amounts)
|
2020
|
2019
|
% Chg
|
|||||||||
| Revenue |
||||||||||||
| Wireless |
8,530 | 9,250 | (8 | ) | ||||||||
| Cable |
3,946 | 3,954 | – | |||||||||
| Media |
1,606 | 2,072 | (22 | ) | ||||||||
| Corporate items and intercompany eliminations |
(166 | ) | (203 | ) | (18 | ) | ||||||
| Revenue |
13,916 | 15,073 | (8 | ) | ||||||||
| Total service revenue 1 |
11,955 | 12,965 | (8 | ) | ||||||||
| Adjusted EBITDA 2 |
||||||||||||
| Wireless |
4,067 | 4,345 | (6 | ) | ||||||||
| Cable |
1,935 | 1,919 | 1 | |||||||||
| Media |
51 | 140 | (64 | ) | ||||||||
| Corporate items and intercompany eliminations |
(196 | ) | (192 | ) | 2 | |||||||
| Adjusted EBITDA 2 |
5,857 | 6,212 | (6 | ) | ||||||||
| Adjusted EBITDA margin 2 |
42.1% | 41.2% | 0.9 pts | |||||||||
| Net income |
1,592 | 2,043 | (22 | ) | ||||||||
| Basic earnings per share |
$ | 3.15 | $ | 3.99 | (21 | ) | ||||||
| Diluted earnings per share |
$ | 3.13 | $ | 3.97 | (21 | ) | ||||||
| Adjusted net income 2 |
1,725 | 2,135 | (19 | ) | ||||||||
| Adjusted basic earnings per share 2 |
$ | 3.42 | $ | 4.17 | (18 | ) | ||||||
| Adjusted diluted earnings per share 2 |
$ | 3.40 | $ | 4.15 | (18 | ) | ||||||
| Capital expenditures |
2,312 | 2,807 | (18 | ) | ||||||||
| Cash provided by operating activities |
4,321 | 4,526 | (5 | ) | ||||||||
| Free cash flow 2 |
2,366 | 2,278 | 4 | |||||||||
| 1 | As defined. See “Key Performance Indicators”. |
| 2 | Adjusted EBITDA, adjusted net income, and free cash flow are non-GAAP measures and should not be considered substitutes or alternatives for GAAP measures. These are not defined terms under IFRS and do not have standard meanings, so may not be a reliable way to compare us to other companies. See “Non-GAAP Measures and Related Performance Measures” for information about these measures, including how we calculate them and the ratios in which they are used. |
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 43
MANAGEMENT’S DISCUSSION AND ANALYSIS
44 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 45
MANAGEMENT’S DISCUSSION AND ANALYSIS
46 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 47
MANAGEMENT’S DISCUSSION AND ANALYSIS
48 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 49
MANAGEMENT’S DISCUSSION AND ANALYSIS
50 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 51
MANAGEMENT’S DISCUSSION AND ANALYSIS
Below is a summary of our quarterly consolidated financial results and key performance indicators for 2020 and 2019.
QUARTERLY CONSOLIDATED FINANCIAL SUMMARY
| 2020 |
2019 |
|||||||||||||||||||||||||||||||||||||||||||
| (In millions of dollars, except per share amounts) |
Full Year |
Q4 |
Q3 |
Q2 |
Q1 |
Full Year |
Q4 |
Q3 |
Q2 |
Q1 |
||||||||||||||||||||||||||||||||||
| Revenue |
||||||||||||||||||||||||||||||||||||||||||||
| Wireless |
|
8,530 |
|
|
2,291 |
|
2,228 |
|
1,934 |
|
2,077 |
|
9,250 |
|
2,493 |
|
2,324 |
|
2,244 |
|
2,189 |
|||||||||||||||||||||||
| Cable |
|
3,946 |
|
|
1,019 |
|
988 |
|
966 |
|
973 |
|
3,954 |
|
987 |
|
994 |
|
997 |
|
976 |
|||||||||||||||||||||||
| Media |
|
1,606 |
|
|
409 |
|
489 |
|
296 |
|
412 |
|
2,072 |
|
530 |
|
483 |
|
591 |
|
468 |
|||||||||||||||||||||||
| Corporate items and intercompany eliminations |
|
(166 |
) |
|
(39 |
) |
|
(40 |
) |
|
(41 |
) |
|
(46 |
) |
|
(203 |
) |
|
(58 |
) |
|
(47 |
) |
|
(52 |
) |
|
(46 |
) | ||||||||||||||
| Total revenue |
|
13,916 |
|
|
3,680 |
|
3,665 |
|
3,155 |
|
3,416 |
|
15,073 |
|
3,952 |
|
3,754 |
|
3,780 |
|
3,587 |
|||||||||||||||||||||||
| Total service revenue 1 |
|
11,955 |
|
|
3,023 |
|
3,086 |
|
2,797 |
|
3,049 |
|
12,965 |
|
3,244 |
|
3,233 |
|
3,345 |
|
3,143 |
|||||||||||||||||||||||
| Adjusted EBITDA |
||||||||||||||||||||||||||||||||||||||||||||
| Wireless |
|
4,067 |
|
|
1,034 |
|
1,089 |
|
918 |
|
1,026 |
|
4,345 |
|
1,064 |
|
1,138 |
|
1,128 |
|
1,015 |
|||||||||||||||||||||||
| Cable |
|
1,935 |
|
|
520 |
|
508 |
|
454 |
|
453 |
|
1,919 |
|
497 |
|
499 |
|
478 |
|
445 |
|||||||||||||||||||||||
| Media |
|
51 |
|
|
82 |
|
89 |
|
(35 |
) |
|
(85 |
) |
|
140 |
|
22 |
|
130 |
|
72 |
|
(84 |
) | ||||||||||||||||||||
| Corporate items and intercompany eliminations |
|
(196 |
) |
|
(46 |
) |
|
(48 |
) |
|
(43 |
) |
|
(59 |
) |
|
(192 |
) |
|
(53 |
) |
|
(55 |
) |
|
(43 |
) |
|
(41 |
) | ||||||||||||||
| Adjusted EBITDA 2 |
|
5,857 |
|
|
1,590 |
|
1,638 |
|
1,294 |
|
1,335 |
|
6,212 |
|
1,530 |
|
1,712 |
|
1,635 |
|
1,335 |
|||||||||||||||||||||||
| Deduct (add): |
||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization |
|
2,618 |
|
|
666 |
|
663 |
|
650 |
|
639 |
|
2,488 |
|
638 |
|
627 |
|
614 |
|
609 |
|||||||||||||||||||||||
| Restructuring, acquisition and other |
|
185 |
|
|
73 |
|
49 |
|
42 |
|
21 |
|
139 |
|
38 |
|
42 |
|
39 |
|
20 |
|||||||||||||||||||||||
| Finance costs |
|
881 |
|
|
228 |
|
219 |
|
214 |
|
220 |
|
840 |
|
230 |
|
215 |
|
206 |
|
189 |
|||||||||||||||||||||||
| Other expense (income) |
|
1 |
|
|
2 |
|
6 |
|
7 |
|
(14 |
) |
|
(10 |
) |
|
(12 |
) |
|
16 |
|
(1 |
) |
|
(13 |
) | ||||||||||||||||||
| Net income before income tax expense |
|
2,172 |
|
|
621 |
|
701 |
|
381 |
|
469 |
|
2,755 |
|
636 |
|
812 |
|
777 |
|
530 |
|||||||||||||||||||||||
| Income tax expense |
|
580 |
|
|
172 |
|
189 |
|
102 |
|
117 |
|
712 |
|
168 |
|
219 |
|
186 |
|
139 |
|||||||||||||||||||||||
| Net income |
|
1,592 |
|
|
449 |
|
512 |
|
279 |
|
352 |
|
2,043 |
|
468 |
|
593 |
|
591 |
|
391 |
|||||||||||||||||||||||
| Earnings per share: |
||||||||||||||||||||||||||||||||||||||||||||
| Basic |
$ |
3.15 |
|
$ |
0.89 |
|
$ |
1.01 |
|
$ |
0.55 |
|
$ |
0.70 |
|
$ |
3.99 |
|
$ |
0.92 |
$ |
1.16 |
|
$ |
1.15 |
|
$ |
0.76 |
| |||||||||||||||
| Diluted |
$ |
3.13 |
|
$ |
0.89 |
|
$ |
1.01 |
|
$ |
0.54 |
|
$ |
0.68 |
|
$ |
3.97 |
|
$ |
0.92 |
$ |
1.14 |
|
$ |
1.15 |
|
$ |
0.76 |
| |||||||||||||||
| Net income |
|
1,592 |
|
|
449 |
|
512 |
|
279 |
|
352 |
|
2,043 |
|
468 |
|
593 |
|
591 |
|
391 |
|||||||||||||||||||||||
| Add (deduct): |
||||||||||||||||||||||||||||||||||||||||||||
| Restructuring, acquisition and other |
|
185 |
|
|
73 |
|
49 |
|
42 |
|
21 |
|
139 |
|
38 |
|
42 |
|
39 |
|
20 |
|||||||||||||||||||||||
| Loss on repayment of long-term debt |
|
– |
|
|
– |
|
|
– |
|
|
– |
|
|
– |
|
|
19 |
|
19 |
|
– |
|
|
– |
|
|
– |
| ||||||||||||||||
| Income tax impact of above items |
|
(49 |
) |
|
(19 |
) |
|
(13 |
) |
|
(11 |
) |
|
(6 |
) |
|
(43 |
) |
|
(14 |
) |
|
(13 |
) |
|
(10 |
) |
|
(6 |
) | ||||||||||||||
| Income tax adjustment, legislative tax change |
|
(3 |
) |
|
(3 |
) |
|
– |
|
|
– |
|
|
– |
|
|
(23 |
) |
|
– |
|
|
– |
|
|
(23 |
) |
|
– |
| ||||||||||||||
| Adjusted net income 2 |
|
1,725 |
|
|
500 |
|
548 |
|
310 |
|
367 |
|
2,135 |
|
511 |
|
622 |
|
597 |
|
405 |
|||||||||||||||||||||||
| Adjusted earnings per share 2: |
||||||||||||||||||||||||||||||||||||||||||||
| Basic |
$ |
3.42 |
|
$ |
0.99 |
|
$ |
1.09 |
$ |
0.61 |
$ |
0.73 |
$ |
4.17 |
|
$ |
1.00 |
|
$ |
1.22 |
|
$ |
1.17 |
|
$ |
0.79 |
| |||||||||||||||||
| Diluted |
$ |
3.40 |
|
$ |
0.99 |
|
$ |
1.08 |
$ |
0.60 |
$ |
0.71 |
$ |
4.15 |
|
$ |
1.00 |
|
$ |
1.19 |
|
$ |
1.16 |
|
$ |
0.78 |
| |||||||||||||||||
| Capital expenditures |
|
2,312 |
|
|
656 |
|
504 |
|
559 |
|
593 |
|
2,807 |
|
791 |
|
657 |
|
742 |
|
617 |
|||||||||||||||||||||||
| Cash provided by operating activities |
|
4,321 |
|
|
947 |
|
986 |
|
1,429 |
|
959 |
|
4,526 |
|
1,166 |
|
1,305 |
|
1,057 |
|
998 |
|||||||||||||||||||||||
| Free cash flow 2 |
|
2,366 |
|
|
568 |
|
868 |
|
468 |
|
462 |
|
2,278 |
|
497 |
|
767 |
|
609 |
|
405 |
|||||||||||||||||||||||
| 1 | As defined. See “Key Performance Indicators”. |
| 2 | Adjusted EBITDA, adjusted net income, adjusted basic and diluted earnings per share, and free cash flow are non-GAAP measures and should not be considered as substitutes or alternatives for GAAP measures. These are not defined terms under IFRS, and do not have standard meanings, so may not be a reliable way to compare us to other companies. See “Non-GAAP Measures and Related Performance Measures” for information about these measures, including how we calculate them. |
52 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 53
MANAGEMENT’S DISCUSSION AND ANALYSIS
54 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
OVERVIEW OF FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
|
As at December 31 |
||||||||||||||||||
| (In millions of dollars)
|
|
2020
|
|
|
2019
|
|
|
$ Chg
|
|
|
% Chg
|
|
Explanation of significant changes
| |||||
| Assets |
||||||||||||||||||
| Current assets: |
||||||||||||||||||
| Cash and cash equivalents |
|
2,484 |
|
|
494 |
|
1,990 |
|
n/m |
|
See “Managing our Liquidity and Financial Resources”. | |||||||
| Accounts receivable 1 |
|
2,856 |
|
|
2,376 |
|
480 |
|
20 |
Primarily reflects the increase in financing receivables and business seasonality. | ||||||||
| Inventories |
|
479 |
|
|
460 |
|
19 |
|
4 |
n/m | ||||||||
| Current portion of contract assets |
|
533 |
|
|
1,234 |
|
(701 |
) |
|
(57 |
) |
Reflects our transition of consumer offerings to device financing agreements. | ||||||
| Other current assets 1 |
|
516 |
|
|
452 |
|
64 |
|
14 |
n/m | ||||||||
| Current portion of derivative instruments |
|
61 |
|
|
101 |
|
(40 |
) |
|
(40 |
) |
Primarily reflects changes in market values of our equity derivatives as a result of the decrease in the share price of Class B Non-Voting Shares.
| ||||||
| Total current assets |
|
6,929 |
|
|
5,117 |
|
1,812 |
|
35 |
|||||||||
| Property, plant and equipment |
|
14,018 |
|
|
13,934 |
|
84 |
|
1 |
n/m | ||||||||
| Intangible assets |
|
8,926 |
|
|
8,905 |
|
21 |
|
– |
|
n/m | |||||||
| Investments |
|
2,536 |
|
|
2,830 |
|
(294 |
) |
|
(10 |
) |
Primarily reflects fair value decreases for certain publicly traded investments. | ||||||
| Derivative instruments |
|
1,378 |
|
|
1,478 |
|
(100 |
) |
|
(7 |
) |
Primarily reflects changes in market values of certain debt derivatives as a result of changes in the Canadian and US interest rate environments and the appreciation of the Cdn$ relative to the US$. | ||||||
| Financing receivables 1 |
|
748 |
|
|
76 |
|
672 |
|
n/m |
|
Reflects an increase as a result of strong adoption of device and accessory financing plans. | |||||||
| Other long-term assets 1 |
|
346 |
|
|
756 |
|
(410 |
) |
|
(54 |
) |
Reflects a decrease in contract assets as we transition our consumer offerings to device financing agreements. | ||||||
| Goodwill
|
|
3,973
|
|
|
3,923 |
|
50
|
|
|
1 |
n/m
| |||||||
| Total assets | 38,854 | 37,019 | 1,835 | 5 | ||||||||||||||
| Liabilities and shareholders’ equity |
||||||||||||||||||
| Current liabilities: |
||||||||||||||||||
| Short-term borrowings |
|
1,221 |
|
|
2,238 |
|
(1,017 |
) |
|
(45 |
) |
Reflects a decrease in borrowings under our US CP program. | ||||||
| Accounts payable and accrued liabilities |
|
2,714 |
|
|
3,033 |
|
(319 |
) |
|
(11 |
) |
Reflects reduced spending due to the effects of COVID-19. | ||||||
| Income tax payable |
|
344 |
|
|
48 |
|
296 |
|
n/m |
|
Reflects the excess of current income tax expense over tax installments paid. | |||||||
| Other current liabilities 1 |
|
243 |
|
|
191 |
|
52 |
|
27 |
Primarily reflects changes in market values of certain expenditure derivatives as a result of the appreciation of the Cdn$ relative to the US$. | ||||||||
| Contract liabilities |
|
336 |
|
|
224 |
|
112 |
|
50 |
Primarily reflects an increase in contract liabilities related to device financing contracts. | ||||||||
| Current portion of long-term debt |
|
1,450 |
|
|
– |
|
|
1,450 |
|
– |
|
Reflects the reclassification to current of our $1,450 million senior notes due March 2021. | ||||||
| Current portion of lease liabilities
|
|
278
|
|
|
230
|
|
|
48
|
|
|
21
|
|
Reflects liabilities related to new leases entered.
| |||||
| Total current liabilities
|
|
6,586
|
|
|
5,964
|
|
|
622
|
|
|
10
|
|
||||||
| Provisions |
|
42 |
|
|
36 |
|
6 |
|
17 |
n/m | ||||||||
| Long-term debt |
|
16,751 |
|
|
15,967 |
|
784 |
|
5 |
Reflects the issuance of $1.5 billion of senior notes due March 2027, the issuance of US$750 million of senior notes due March 2022, partially offset by the changes as a result of the appreciation of the Cdn$ relative to the US$ and the reclassification to current of our $1,450 million senior notes. | ||||||||
| Lease liabilities |
|
1,557 |
|
|
1,495 |
|
62 |
|
4 |
Reflects liabilities related to new leases entered. | ||||||||
| Other long-term liabilities 1 |
|
1,149 |
|
|
704 |
|
445 |
|
63 |
Primarily reflects changes in market values of certain debt derivatives as a result of changes in the Canadian and US interest rate environment and the appreciation of the Cdn$ relatives to the US$. Also reflects an increase in our net pension liability. | ||||||||
| Deferred tax liabilities |
|
3,196 |
|
|
3,437 |
|
(241 |
) |
|
(7 |
) |
Primarily reflects a decrease in temporary differences between the accounting and tax bases for certain assets and liabilities.
| ||||||
| Total liabilities |
|
29,281 |
|
|
27,603 |
|
1,678 |
|
6 |
|||||||||
| Shareholders’ equity
|
|
9,573
|
|
|
9,416
|
|
|
157
|
|
|
2
|
|
Reflects changes in retained earnings and equity reserves.
| |||||
| Total liabilities and shareholders’ equity
|
|
38,854
|
|
|
37,019
|
|
|
1,835
|
|
|
5
|
|
||||||
| 1 | As a result of the growth of our financing receivable program and the ways in which we manage our business, effective this quarter and retroactively, we have reclassified certain balances. Current financing receivables have been reclassified from “other current assets” to “accounts receivable”, “financing receivables” have been separately disclosed and reclassified from “other long-term assets”, and the long-term portion of “contract assets” have been reclassified to “other long-term assets”. Derivative instrument liabilities have been reclassified to “other current liabilities” and “other long-term liabilities”, as applicable. |
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 55
MANAGEMENT’S DISCUSSION AND ANALYSIS
Managing Our Liquidity and Financial Resources
OPERATING, INVESTING, AND FINANCING ACTIVITIES
| Years ended December 31
|
||||||||
| (In millions of dollars)
|
2020
|
2019
|
||||||
| Cash provided by operating activities before changes in net operating assets and liabilities, income taxes paid, and interest paid |
5,880 | 6,167 | ||||||
| Change in net operating assets and liabilities |
(333 | ) | (462 | ) | ||||
| Income taxes paid |
(418 | ) | (400 | ) | ||||
| Interest paid
|
|
(808
|
)
|
|
(779
|
)
| ||
| Cash provided by operating activities
|
|
4,321
|
|
|
4,526
|
| ||
| Investing activities: |
||||||||
| Capital expenditures |
(2,312 | ) | (2,807 | ) | ||||
| Additions to program rights |
(57 | ) | (60 | ) | ||||
| Changes in non-cash working capital related to capital expenditures and intangible assets |
(37 | ) | (35 | ) | ||||
| Acquisitions and other strategic transactions, net of cash acquired |
(103 | ) | (1,731 | ) | ||||
| Other
|
|
(49
|
)
|
|
21
|
| ||
| Cash used in investing activities
|
|
(2,558
|
)
|
|
(4,612
|
)
| ||
| Financing activities: |
||||||||
| Net (repayment of) proceeds received on short-term borrowings |
(1,146 | ) | 30 | |||||
| Net issuance of long-term debt |
2,540 | 2,184 | ||||||
| Net proceeds (payments) on settlement of debt derivatives and forward contracts |
80 | (121 | ) | |||||
| Transaction costs incurred |
(23 | ) | (61 | ) | ||||
| Principal payments of lease liabilities |
(213 | ) | (167 | ) | ||||
| Repurchase of Class B Non-Voting Shares |
– | (655 | ) | |||||
| Dividends paid |
(1,011 | ) | (1,016 | ) | ||||
| Other |
– | (19 | ) | |||||
| Cash provided by financing activities
|
|
227
|
|
|
175
|
| ||
| Change in cash and cash equivalents |
1,990 | 89 | ||||||
| Cash and cash equivalents, beginning of year
|
|
494
|
|
|
405
|
| ||
| Cash and cash equivalents, end of year
|
|
2,484
|
|
|
494
|
| ||
56 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
The table below summarizes the activity relating to our short-term borrowings for the years ended December 31, 2020 and 2019.
| Year ended December 31, 2020 | Year ended December 31, 2019 | |||||||||||||||||||||||
| (In millions of dollars, except exchange rates) | Notional (US$) |
Exchange rate |
Notional (Cdn$) |
Notional (US$) |
Exchange rate |
Notional (Cdn$) |
||||||||||||||||||
| Proceeds received from US commercial paper |
3,316 | 1.329 | 4,406 | 12,897 | 1.328 | 17,127 | ||||||||||||||||||
| Repayment of US commercial paper
|
|
(4,098
|
)
|
|
1.355
|
|
|
(5,552
|
)
|
|
(12,876
|
)
|
|
1.328
|
|
|
(17,094
|
)
| ||||||
| Net (repayment of) proceeds received from US commercial paper
|
|
(1,146
|
)
|
|
33
|
| ||||||||||||||||||
| Proceeds received from credit facilities |
– | – | – | 420 | 1.336 | 561 | ||||||||||||||||||
| Repayment of credit facilities
|
|
–
|
|
|
–
|
|
|
–
|
|
|
(420
|
)
|
|
1.343
|
|
|
(564
|
)
| ||||||
| Net repayment of credit facilities
|
|
–
|
|
|
(3
|
)
| ||||||||||||||||||
| Net (repayment of) proceeds received from short-term borrowings
|
|
(1,146
|
)
|
|
30
|
| ||||||||||||||||||
Long-term debt
Our long-term debt consists of amounts outstanding under our bank and letter of credit facilities and the senior notes and debentures we have issued. The tables below summarize the activity relating to our long-term debt for the years ended December 31, 2020 and 2019.
| Year ended December 31, 2020 | Year ended December 31, 2019 | |||||||||||||||||||||||
| (In millions of dollars, except exchange rates) | Notional (US$) |
Exchange rate |
Notional (Cdn$) |
Notional (US$) |
Exchange rate |
Notional (Cdn$) |
||||||||||||||||||
| Credit facility borrowings (US$) |
970 | 1.428 | 1,385 | – | – | – | ||||||||||||||||||
| Credit facility repayments (US$) |
(970 | ) | 1.406 | (1,364 | ) | – | – | – | ||||||||||||||||
| Net borrowings under credit facilities |
21 | – | ||||||||||||||||||||||
| Senior note issuances (Cdn$) |
1,500 | 1,000 | ||||||||||||||||||||||
| Senior note issuances (US$) |
750 | 1.359 | 1,019 | 2,250 | 1.326 | 2,984 | ||||||||||||||||||
| Total senior note issuances |
2,519 | 3,984 | ||||||||||||||||||||||
| Senior note repayments (Cdn$) |
– | (1,800 | ) | |||||||||||||||||||||
| Net issuance of senior notes |
2,519 | 2,184 | ||||||||||||||||||||||
| Net issuance of long-term debt |
2,540 | 2,184 | ||||||||||||||||||||||
| Years ended December 31 | ||||||||
| (In millions of dollars) | 2020 | 2019 | ||||||
| Long-term debt net of transaction costs, beginning of year |
15,967 | 14,290 | ||||||
| Net issuance of long-term debt |
2,540 | 2,184 | ||||||
| Gain on foreign exchange |
(297 | ) | (458 | ) | ||||
| Deferred transaction costs incurred |
(23 | ) | (61 | ) | ||||
| Amortization of deferred transaction costs |
14 | 12 | ||||||
| Long-term debt net of transaction costs, end of year |
18,201 | 15,967 | ||||||
The revolving credit facility is unsecured, guaranteed by RCCI, and ranks equally with all of our senior notes and debentures.
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 57
MANAGEMENT’S DISCUSSION AND ANALYSIS
Issuance of senior notes and related debt derivatives
Below is a summary of the senior notes that we issued in 2019 and 2020. In 2020, the proceeds were used to repay outstanding US CP and bank credit facility borrowings, and for general corporate purposes. In 2019, the proceeds were used to purchase 600 MHz spectrum licenses, to repay senior notes maturing in 2019 and 2020, and for general corporate purposes.
| (In millions of dollars, except interest rates and discounts) | ||||||||||||||||||||||||
| Date issued | Principal amount |
Due date | Interest rate | Discount/ premium at |
Total gross proceeds 1 (Cdn$) |
Transaction costs and discounts 2 (Cdn$) |
||||||||||||||||||
| 2020 issuances |
||||||||||||||||||||||||
| March 31, 2020 |
1,500 | 2027 | 3.650% | 99.511% | 1,500 | 16 | ||||||||||||||||||
| June 22, 2020 |
US 750 | 2022 | USD LIBOR + 0.60% | 100% | 1,019 | 5 | ||||||||||||||||||
| 2019 issuances |
||||||||||||||||||||||||
| April 30, 2019 |
US 1,250 | 2049 | 4.350% | 99.667% | 1,676 | 20 | ||||||||||||||||||
| November 12, 2019 |
US 1,000 | 2049 | 3.700% | 98.926% | 1,308 | 25 | ||||||||||||||||||
| 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. |
58 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
LIQUIDITY
Below is a summary of our total available liquidity under our bank credit facilities, letters of credit facilities, and short-term borrowings.
| As at December 31, 2020 (In millions of dollars) |
||||||||||||||||||||
| Total available |
Drawn |
Letters of credit |
US CP program 1 |
Net available |
||||||||||||||||
| Bank credit facilities: |
||||||||||||||||||||
| Revolving |
|
3,200 |
|
– |
|
|
8 |
|
573 |
|
2,619 |
| ||||||||
| Outstanding letters of credit |
|
101 |
|
– |
|
|
101 |
|
– |
|
|
– |
| |||||||
| Total bank credit facilities |
|
3,301 |
|
– |
|
|
109 |
|
573 |
|
2,619 |
| ||||||||
| Receivables securitization |
|
1,200 |
|
650 |
|
– |
|
|
– |
|
|
550 |
| |||||||
| Cash and cash equivalents |
|
2,484 |
|
– |
|
|
– |
|
|
2,484 |
| |||||||||
| Total |
|
6,985 |
|
650 |
|
109 |
|
573 |
|
5,653 |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
| As at December 31, 2019 (In millions of dollars) |
||||||||||||||||||||
| Total available |
Drawn |
Letters of credit |
US CP program 1 |
Net available |
||||||||||||||||
| Bank credit facilities: |
||||||||||||||||||||
| Revolving |
|
3,200 |
|
– |
|
|
8 |
|
1,593 |
|
1,599 |
|||||||||
| Outstanding letters of credit |
|
101 |
|
– |
|
|
101 |
|
– |
|
|
– |
| |||||||
| Total bank credit facilities |
|
3,301 |
|
– |
|
|
109 |
|
1,593 |
|
1,599 |
|||||||||
| Receivables securitization |
|
1,050 |
|
650 |
|
– |
|
|
– |
|
|
400 |
||||||||
| Cash and cash equivalents |
|
494 |
|
– |
|
|
– |
|
|
– |
|
|
494 |
|||||||
| Total |
|
4,845 |
|
650 |
|
109 |
|
1,593 |
|
2,493 |
||||||||||
| 1 | The US CP program amounts are gross of the discounts on issuance. |
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 59
MANAGEMENT’S DISCUSSION AND ANALYSIS
We use derivative instruments from time to time to manage risks related to our business activities, summarized as follows:
| Derivative |
The risk they manage |
Types of derivative instruments | ||
| Debt derivatives | Impact of fluctuations in foreign exchange rates on principal and interest payments for US dollar-denominated senior notes and debentures, credit facility borrowings, commercial paper borrowings, and certain lease liabilities
|
Cross-currency interest rate exchange agreements
Forward foreign exchange agreements | ||
| Expenditure derivatives | Impact of fluctuations in foreign exchange rates on forecast US dollar-denominated expenditures
|
Forward foreign exchange agreements and foreign exchange option agreements | ||
| Equity derivatives | Impact of fluctuations in share price on stock-based compensation expense
|
Total return swap agreements |
60 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
Issuance of debt derivatives related to senior notes
| US$ |
Hedging effect |
|||||||||||||||||||
| (In millions of dollars, except interest rates) Effective date
|
Principal/Notional amount (US$)
|
Maturity date
|
Coupon rate
|
Fixed hedged (Cdn$) interest rate 1
|
Equivalent (Cdn$)
|
|||||||||||||||
| 2020 issuances |
||||||||||||||||||||
| June 22, 2020 |
|
750 |
|
2022 |
|
|
USD LIBOR + 0.60% |
|
|
0.955% |
|
|
1,019 |
|||||||
| 2019 issuances |
||||||||||||||||||||
| April 30, 2019 |
|
1,250 |
|
2049 |
|
|
4.350% |
|
|
4.173% |
|
|
1,676 |
|||||||
| November 12, 2019 |
|
1,000 |
|
2049 |
|
|
3.700% |
|
|
3.996% |
|
|
1,308 |
|||||||
| 1 | Converting from a fixed US$ coupon rate to a weighted average Cdn$ fixed rate. |
Settlement of debt derivatives related to senior notes
We did not settle any debt derivatives related to senior notes during 2020.
As at December 31, 2020, we had US$9.1 billion of US dollar-denominated senior notes and debentures, all of which were hedged using debt derivatives.
| As at December 31 |
||||||||
| (In millions of dollars, except exchange rates, percentages, and years) |
2020 |
2019 |
||||||
| US dollar-denominated long-term debt 1 |
US$ |
9,050 |
|
US$ |
8,300 |
|||
| Hedged with debt derivatives |
US$ |
9,050 |
|
US$ |
8,300 |
|||
| Hedged exchange rate |
|
1.2069 |
|
|
1.1932 |
|||
| Percent hedged 2 |
|
100.0% |
|
|
100.0% |
| ||
| Amount of borrowings at fixed rates 3 |
||||||||
| Total borrowings |
$ |
18,994 |
|
$ |
17,496 |
|||
| Total borrowings at fixed rates |
$ |
17,773 |
|
$ |
15,254 |
|||
| Percent of borrowings at fixed rates |
|
93.6% |
|
|
87.2% |
| ||
| Weighted average interest rate on borrowings |
|
4.09% |
|
|
4.30% |
| ||
| Weighted average term to maturity |
|
12.8 years |
|
|
14.1 years |
| ||
| 1 | US dollar-denominated long-term debt reflects the hedged exchange rate and the hedged interest rate. |
| 2 | Pursuant to the requirements for hedge accounting under IFRS 9, Financial instruments, as at December 31, 2020 and December 31, 2019, RCI accounted for 100% of its debt derivatives related to senior notes as hedges against designated US dollar-denominated debt. As a result, as at December 31, 2020 and 2019, 100% of our US dollar-denominated senior notes and debentures are hedged for accounting and economic purposes. |
| 3 | Borrowings include long-term debt, including the impact of debt derivatives, and short-term borrowings associated with our US CP and receivables securitization programs. |
Debt derivatives related to credit facilities and US CP
During the year, we entered into debt derivatives related to our credit facility and US CP borrowings as a result of a favourable interest rate spread obtained from borrowing funds in US dollars. We used these derivatives to offset the foreign exchange and interest rate risk on our US dollar-denominated credit facility and commercial paper borrowings.
Below is a summary of the debt derivatives we entered and settled related to our credit facility borrowings and commercial paper program during 2020 and 2019.
| Year ended December 31, 2020 |
Year ended December 31, 2019 |
|||||||||||||||||||||||
| (In millions of dollars, except exchange rates) | Notional (US$) |
Exchange rate |
Notional (Cdn$) |
Notional (US$) |
Exchange rate |
Notional (Cdn$) |
||||||||||||||||||
| Credit facilities |
||||||||||||||||||||||||
| Debt derivatives entered |
|
970 |
|
|
1.428 |
|
|
1,385 |
|
|
420 |
|
1.336 |
|
561 |
|||||||||
| Debt derivatives settled |
|
970 |
|
|
1.406 |
|
|
1,364 |
|
|
420 |
|
1.343 |
|
564 |
|||||||||
| Net cash (paid) received |
|
(21 |
) |
|
3 |
|||||||||||||||||||
| Commercial paper program |
||||||||||||||||||||||||
| Debt derivatives entered |
|
3,316 |
|
|
1.329 |
|
|
4,406 |
|
|
12,897 |
|
1.328 |
|
17,127 |
|||||||||
| Debt derivatives settled |
|
4,091 |
|
|
1.330 |
|
|
5,441 |
|
|
12,847 |
|
1.329 |
|
17,069 |
|||||||||
| Net cash received (paid) |
|
101 |
|
|
(13 |
) | ||||||||||||||||||
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 61
MANAGEMENT’S DISCUSSION AND ANALYSIS
Lease liabilities
Below is a summary of the debt derivatives we entered and settled related to our outstanding lease liabilities during 2020 and 2019.
|
|
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||||||||||||||
| (In millions of dollars, except exchange rates) | Notional (US$) |
Exchange rate |
Notional (Cdn$) |
Notional (US$) |
Exchange rate |
Notional (Cdn$) |
||||||||||||||||||
|
Debt derivatives entered |
|
115 |
|
|
1.374 |
|
|
158 |
|
|
70 |
|
|
1.314 |
|
|
92 |
| ||||||
|
Debt derivatives settled |
|
43 |
|
|
1.372 |
|
|
59 |
|
|
– |
|
|
n/a |
|
|
– |
| ||||||
As at December 31, 2020, we had US$142 million notional amount of debt derivatives outstanding related to our outstanding lease liabilities (2019 – US$70 million) with terms to maturity ranging from January 2021 to December 2023 (2019 – January 2020 to December 2022), at an average rate of $1.352/US$ (2019 – $1.318/US$).
See “Mark-to-market value” for more information about our debt derivatives.
EXPENDITURE DERIVATIVES
We use foreign currency derivative contracts (expenditure derivatives) to hedge the foreign exchange risk on the notional amount of certain forecast US dollar-denominated expenditures. Below is a summary of the expenditure derivatives we entered and settled to manage foreign exchange risk related to certain forecast expenditures.
|
|
Year ended December 31, 2020 |
Year ended December 31, 2019 |
||||||||||||||||||||||
| (In millions of dollars, except exchange rates) | Notional (US$) |
Exchange rate |
Notional (Cdn$) |
Notional (US$) |
Exchange rate |
Notional (Cdn$) |
||||||||||||||||||
|
Expenditure derivatives entered |
|
1,560 |
|
|
1.343 |
|
|
2,095 |
|
|
810 |
|
|
1.321 |
|
|
1,070 |
| ||||||
|
Expenditure derivatives settled |
|
940 |
|
|
1.299 |
|
|
1,221 |
|
|
900 |
|
|
1.249 |
|
|
1,124 |
| ||||||
62 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
DIVIDENDS AND SHARE INFORMATION
DIVIDENDS
Below is a summary of the dividends that have been declared and paid on RCI’s outstanding Class A Shares and Class B Non-Voting Shares.
| Declaration date |
Record date | Payment date | Dividend per share (dollars) |
Dividends paid (in millions of dollars) |
||||||||
| January 21, 2020
|
March 10, 2020
|
April 1, 2020
|
|
0.50
|
|
|
252
|
| ||||
| April 21, 2020
|
June 10, 2020
|
July 2, 2020
|
|
0.50
|
|
|
253
|
| ||||
| July 21, 2020
|
September 9, 2020
|
October 1, 2020
|
|
0.50
|
|
|
253
|
| ||||
| October 21, 2020
|
December 10, 2020
|
January 4, 2021
|
|
0.50
|
|
|
252
|
| ||||
| January 24, 2019
|
March 12, 2019
|
April 1, 2019
|
|
0.50
|
|
|
257
|
| ||||
| April 18, 2019
|
June 10, 2019
|
July 2, 2019
|
|
0.50
|
|
|
256
|
| ||||
| June 5, 2019
|
September 9, 2019
|
October 1, 2019
|
|
0.50
|
|
|
256
|
| ||||
| October 23, 2019
|
December 11, 2019
|
January 2, 2020
|
|
0.50
|
|
|
253
|
| ||||
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 63
MANAGEMENT’S DISCUSSION AND ANALYSIS
64 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
COMMITMENTS AND CONTRACTUAL OBLIGATIONS
CONTRACTUAL OBLIGATIONS
Below is a summary of our obligations under firm contractual arrangements as at December 31, 2020. See notes 3, 21, and 27 to our 2020 Audited Consolidated Financial Statements for more information.
| (In millions of dollars) |
Less than 1 Year |
1-3 Years |
4-5 Years |
After 5 Years |
Total |
|||||||||||||||
| Short-term borrowings |
|
1,221 |
|
– |
|
|
– |
|
|
– |
|
|
1,221 |
|||||||
| Long-term debt 1 |
|
1,450 |
|
3,274 |
|
1,490 |
|
12,159 |
|
18,373 |
||||||||||
| Net interest payments |
|
747 |
|
1,322 |
|
1,167 |
|
8,331 |
|
11,567 |
||||||||||
| Lease liabilities |
|
278 |
|
647 |
|
300 |
|
1,128 |
|
2,353 |
||||||||||
| Debt derivative instruments 2 |
|
5 |
|
(256 |
) |
|
46 |
|
(383 |
) |
|
(588 |
) | |||||||
| Expenditure derivative instruments 2 |
|
83 |
|
27 |
|
– |
|
|
– |
|
|
110 |
||||||||
| Player contracts 3 |
|
73 |
|
87 |
|
– |
|
|
– |
|
|
160 |
||||||||
| Purchase obligations 4 |
|
295 |
|
178 |
|
70 |
|
48 |
|
591 |
||||||||||
| Property, plant and equipment |
|
186 |
|
157 |
|
1 |
|
– |
|
|
344 |
|||||||||
| Intangible assets |
|
30 |
|
– |
|
|
– |
|
|
– |
|
|
30 |
|||||||
| Program rights 5 |
|
626 |
|
1,198 |
|
1,078 |
|
316 |
|
3,218 |
||||||||||
| Other long-term liabilities |
|
– |
|
|
14 |
|
2 |
|
6 |
|
22 |
|||||||||
| Total |
|
4,994 |
|
6,648 |
|
4,154 |
|
21,605 |
|
37,401 |
||||||||||
| 1 | Principal obligations of long-term debt (including current portion) due at maturity. |
| 2 | Net (receipts) disbursements due at maturity. US dollar amounts have been translated into Canadian dollars at the Bank of Canada year-end rate. |
| 3 | Toronto Blue Jays players’ salary contracts into which we have entered and are contractually obligated to pay. |
| 4 | Contractual obligations under service, product, and wireless device contracts to which we have committed. |
| 5 | Agreements into which we have entered to acquire broadcasting rights for sports broadcasting programs and films for periods in excess of one year at contract inception. |
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 65
|
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 67
MANAGEMENT’S DISCUSSION AND ANALYSIS
68 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
OTHER GOVERNMENT PAYMENTS
In addition to paying income tax on the profits we earn, we contribute significantly to Canadians by paying taxes and fees to federal, provincial, and municipal governments, including:
| • | various taxes on the salaries and wages we pay (payroll taxes) to approximately 23,500 employees; |
| • | property and business taxes; |
| • | unrecoverable sales taxes and custom duties; and |
| • | broadcast, spectrum, and other regulatory fees. |
As outlined in the table below, the total cost to Rogers of these payments in 2020 was $1,105 million.
| (In millions of dollars) |
Income taxes |
Unrecoverable sales taxes |
Payroll taxes |
Regulatory and spectrum fees 1 |
Property and business taxes |
Total taxes and other payments |
||||||||||||||||||
| Total payments |
|
418 |
|
8 |
|
137 |
|
492 |
|
50 |
|
1,105 |
||||||||||||
| 1 | Includes an allocation of $252 million relating to the $3.3 billion, $24 million, and $1.7 billion we paid for the acquisition of spectrum licences in 2014, 2015, and 2019, respectively. |
We also collected on behalf of the government $1,994 million in sales taxes on our products and services and $609 million in employee payroll taxes.
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 69
MANAGEMENT’S DISCUSSION AND ANALYSIS
70 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 71
MANAGEMENT’S DISCUSSION AND ANALYSIS
72 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 73
MANAGEMENT’S DISCUSSION AND ANALYSIS
74 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 75
MANAGEMENT’S DISCUSSION AND ANALYSIS
76 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 77
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 79
MANAGEMENT’S DISCUSSION AND ANALYSIS
80 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 81
MANAGEMENT’S DISCUSSION AND ANALYSIS
82 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 83
MANAGEMENT’S DISCUSSION AND ANALYSIS
84 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS
86 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 87
MANAGEMENT’S DISCUSSION AND ANALYSIS
88 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 89
MANAGEMENT’S DISCUSSION AND ANALYSIS
90 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
NON-GAAP MEASURES AND RELATED PERFORMANCE MEASURES
We use the following non-GAAP measures and related performance measures. 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 recognized measures under GAAP and do not have standard meanings under IFRS, so may not be reliable ways to compare us to other companies.
|
Non-GAAP
measure
|
How and why we use it
|
How we calculate it
|
Most comparable measure
| |||
| Adjusted EBITDA
Adjusted EBITDA margin |
• To evaluate the performance of our businesses, and when making decisions about the ongoing operations of the business and our ability to generate cash flows. • We believe that certain investors and analysts use adjusted EBITDA to measure our ability to service debt and to meet other payment obligations. • We also use it as one component in determining short-term incentive compensation for all management employees. |
Adjusted EBITDA: Net income add (deduct) income tax expense (recovery); finance costs; depreciation and amortization; other expense (income); restructuring, acquisition and other; and loss (gain) on disposition of property, plant and equipment.
Adjusted EBITDA margin: Adjusted EBITDA divided by revenue (or service revenue for Wireless).
|
Net income | |||
| Adjusted net income
Adjusted basic and diluted earnings per share |
• To assess the performance of our businesses before the effects of the noted items, because they affect the comparability of our financial results and could potentially distort the analysis of trends in business performance. Excluding these items does not imply that they are non-recurring. |
Adjusted net income: Net income add (deduct) restructuring, acquisition and other; loss (recovery) on sale or wind down of investments; loss (gain) on disposition of property, plant and equipment; (gain) on acquisitions; loss on non-controlling interest purchase obligations; loss on repayment of long-term debt; loss on bond forward derivatives; and income tax adjustments on these items, including adjustments as a result of legislative changes.
Adjusted basic and diluted earnings per share: Adjusted net income and adjusted net income including the dilutive effect of stock-based compensation divided by basic and diluted weighted average shares outstanding.
|
Net income
Basic and diluted earnings per share | |||
| Free cash flow |
• To show how much cash we have 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 EBITDA deduct capital expenditures; interest on borrowings net of capitalized interest; and cash income taxes.
|
Cash provided by operating activities | |||
| Adjusted net debt |
• To conduct valuation-related analysis and make decisions about capital structure. • We believe this helps investors and analysts analyze our enterprise and equity value and assess our leverage. |
Total long-term debt add (deduct) current portion of long-term debt; deferred transaction costs and discounts; net debt derivative (assets) liabilities; credit risk adjustment related to net debt derivatives; current portion of lease liabilities; lease liabilities; bank advances (cash and cash equivalents); and short-term borrowings.
|
Long-term debt | |||
| Debt leverage ratio |
• To conduct valuation-related analysis and make decisions about capital structure. • We believe this helps investors and analysts analyze our enterprise and equity value and assess our leverage.
|
Adjusted net debt (defined above) divided by 12-month trailing adjusted EBITDA (defined above).
|
Long-term debt divided by net income |
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 91
MANAGEMENT’S DISCUSSION AND ANALYSIS
92 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
SUMMARY OF FINANCIAL RESULTS OF LONG-TERM DEBT GUARANTOR
Our outstanding public debt, amounts drawn on our $3.3 billion bank credit and letter of credit facilities, and derivatives are unsecured obligations of RCI, as obligor, and RCCI, as either co-obligor or guarantor, as applicable.
The selected unaudited consolidating summary financial information for RCI for the periods identified below, presented with a separate column for: (i) RCI, (ii) RCCI, (iii) our non-guarantor subsidiaries on a combined basis, (iv) consolidating adjustments, and (v) the total consolidated amounts, is set forth as follows:
| Years ended December 31 (unaudited) |
RCI 1 |
RCCI 1 |
Non-guarantor |
Consolidating |
Total |
|||||||||||||||||||||||||||||||||||
| (In millions of dollars) |
2020 | 2019 |
2020 |
2019 |
2020 |
2019 |
2020 |
2019 |
2020 |
2019 |
||||||||||||||||||||||||||||||
| Selected Statements of Income data measure: |
||||||||||||||||||||||||||||||||||||||||
| Revenue |
|
– |
|
|
– |
|
|
12,400 |
|
|
13,129 |
|
1,703 |
|
|
2,159 |
|
(187 |
) |
|
(215 |
) |
|
13,916 |
|
|
15,073 |
|||||||||||||
| Net income (loss) |
|
1,592 |
|
|
2,043 |
|
1,316 |
|
|
1,732 |
|
171 |
|
|
184 |
|
(1,487 |
) |
|
(1,916 |
) |
|
1,592 |
|
|
2,043 |
||||||||||||||
| As at December 31 (unaudited) |
RCI 1 |
RCCI 1,2 |
Non-guarantor |
Consolidating |
Total |
|||||||||||||||||||||||||||||||||||
| (In millions of dollars) |
2020 | 2019 |
2020 |
2019 |
2020 |
2019 |
2020 |
2019 |
2020 |
2019 |
||||||||||||||||||||||||||||||
| Selected Statements of Financial Position data measure: |
||||||||||||||||||||||||||||||||||||||||
| Current assets |
|
27,186 |
|
|
26,571 |
|
26,326 |
|
|
24,447 |
|
9,929 |
|
|
10,552 |
|
(56,512 |
) |
|
(56,453 |
) |
|
6,929 |
|
|
5,117 |
||||||||||||||
| Non-current assets |
|
31,184 |
|
|
30,048 |
|
24,835 |
|
|
26,342 |
|
3,650 |
|
|
3,710 |
|
(27,744 |
) |
|
(28,198 |
) |
|
31,925 |
|
|
31,902 |
||||||||||||||
| Current liabilities |
|
27,264 |
|
|
26,550 |
|
28,167 |
|
|
29,201 |
|
9,294 |
|
|
8,278 |
|
(58,139 |
) |
|
(58,065 |
) |
|
6,586 |
|
|
5,964 |
||||||||||||||
|
Non-current liabilities |
|
18,740 |
|
|
17,869 |
|
5,080 |
|
|
4,938 |
|
152 |
|
|
138 |
|
(1,278 |
) |
|
(1,306 |
) |
|
22,694 |
|
|
21,639 |
||||||||||||||
| 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. |
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 93
MANAGEMENT’S DISCUSSION AND ANALYSIS
FIVE-YEAR SUMMARY OF CONSOLIDATED FINANCIAL RESULTS
| (In millions of dollars, except per share amounts, subscriber count results, churn, ABPU, ARPU, percentages, and ratios) |
As at or years ended December 31 |
|||||||||||||||||||
| 2020 | 2019 | 2018 1 | 2017 2 | 2016 3 | ||||||||||||||||
| Revenue |
||||||||||||||||||||
| Wireless |
8,530 | 9,250 | 9,200 | 8,569 | 7,916 | |||||||||||||||
| Cable |
3,946 | 3,954 | 3,932 | 3,894 | 3,871 | |||||||||||||||
| Media |
1,606 | 2,072 | 2,168 | 2,153 | 2,146 | |||||||||||||||
| Corporate items and intercompany eliminations |
(166 | ) | (203 | ) | (204 | ) | (247 | ) | (231 | ) | ||||||||||
| Total revenue |
13,916 | 15,073 | 15,096 | 14,369 | 13,702 | |||||||||||||||
| Total service revenue 4 |
11,955 | 12,965 | 12,974 | 12,550 | 13,027 | |||||||||||||||
| Adjusted EBITDA 5 |
||||||||||||||||||||
| Wireless |
4,067 | 4,345 | 4,090 | 3,726 | 3,262 | |||||||||||||||
| Cable |
1,935 | 1,919 | 1,874 | 1,819 | 1,773 | |||||||||||||||
| Media |
51 | 140 | 196 | 127 | 159 | |||||||||||||||
| Corporate items and intercompany eliminations |
(196 | ) | (192 | ) | (177 | ) | (170 | ) | (163 | ) | ||||||||||
| Total adjusted EBITDA |
|
5,857 |
|
|
6,212 |
|
5,983 |
|
5,502 |
|
5,031 |
|||||||||
| Net income |
1,592 | 2,043 | 2,059 | 1,845 | 835 | |||||||||||||||
| Adjusted net income 5 |
1,725 | 2,135 | 2,241 | 1,902 | 1,432 | |||||||||||||||
| Cash provided by operating activities |
4,321 | 4,526 | 4,288 | 3,938 | 3,957 | |||||||||||||||
| Free cash flow 5 |
2,366 | 2,278 | 2,134 | 1,685 | 1,705 | |||||||||||||||
| Capital expenditures |
2,312 | 2,807 | 2,790 | 2,436 | 2,352 | |||||||||||||||
| Earnings per share |
||||||||||||||||||||
| Basic |
$ | 3.15 | $ | 3.99 | $ | 4.00 | $ | 3.58 | $ | 1.62 | ||||||||||
| Diluted |
$ | 3.13 | $ | 3.97 | $ | 3.99 | $ | 3.57 | $ | 1.62 | ||||||||||
| Adjusted earnings per share 5 |
||||||||||||||||||||
| Basic |
$ | 3.42 | $ | 4.17 | $ | 4.35 | $ | 3.69 | $ | 2.78 | ||||||||||
| Diluted |
$ | 3.40 | $ | 4.15 | $ | 4.34 | $ | 3.68 | $ | 2.77 | ||||||||||
| Statements of Financial Position: |
||||||||||||||||||||
| Assets |
||||||||||||||||||||
| Property, plant and equipment |
14,018 | 13,934 | 11,780 | 11,143 | 10,749 | |||||||||||||||
| Goodwill |
3,973 | 3,923 | 3,905 | 3,905 | 3,905 | |||||||||||||||
| Intangible assets |
8,926 | 8,905 | 7,205 | 7,244 | 7,130 | |||||||||||||||
| Investments |
2,536 | 2,830 | 2,134 | 2,561 | 2,174 | |||||||||||||||
| Other assets |
9,401 | 7,427 | 6,894 | 5,637 | 4,384 | |||||||||||||||
| Total assets |
|
38,854 |
|
|
37,019 |
|
31,918 |
|
30,490 |
|
28,342 |
|||||||||
| Liabilities and Shareholders’ Equity |
||||||||||||||||||||
| Long-term liabilities |
22,695 | 21,639 | 16,903 | 16,111 | 17,960 | |||||||||||||||
| Current liabilities |
6,586 | 5,964 | 6,836 | 6,883 | 5,113 | |||||||||||||||
| Total liabilities |
29,281 | 27,603 | 23,739 | 22,994 | 23,073 | |||||||||||||||
| Shareholders’ equity |
9,573 | 9,416 | 8,179 | 7,496 | 5,269 | |||||||||||||||
| Total liabilities and shareholders’ equity |
|
38,854 |
|
|
37,019 |
|
31,918 |
|
30,490 |
|
28,342 |
|||||||||
| Subscriber count results (in thousands) 4 |
||||||||||||||||||||
| Wireless subscribers 6 |
10,943 | 10,840 | 10,783 | 10,482 | 10,274 | |||||||||||||||
| Internet subscribers 7,8 |
2,598 | 2,534 | 2,430 | 2,321 | 2,145 | |||||||||||||||
| Ignite TV subscribers 9 |
544 | 326 | n/a | n/a | n/a | |||||||||||||||
| Customer relationships 7,8,9 |
2,530 | 2,510 | n/a | n/a | n/a | |||||||||||||||
| Additional Wireless metrics 4 |
||||||||||||||||||||
| Postpaid churn (monthly) |
1.00% | 1.11% | 1.10% | 1.20% | 1.23% | |||||||||||||||
| Blended ABPU (monthly) 10 |
$ | 63.24 | $ | 66.23 | $ | 64.74 | $ | 62.31 | n/a | |||||||||||
| Blended ARPU (monthly) |
$ | 50.75 | $ | 55.49 | $ | 55.64 | $ | 54.23 | $ | 60.42 | ||||||||||
| Additional Cable metrics |
||||||||||||||||||||
| ARPA (monthly) 9 |
$ | 130.70 | $ | 131.71 | n/a | n/a | n/a | |||||||||||||
| Penetration 9 |
55.3% | 56.1% | n/a | n/a | n/a | |||||||||||||||
| Additional consolidated metrics |
||||||||||||||||||||
| Revenue growth |
(8)% | –% | 5% | 5% | 2% | |||||||||||||||
| Adjusted EBITDA growth |
(6)% | 4% | 9% | 9% | 1% | |||||||||||||||
| Dividends declared per share |
$ | 2.00 | $ | 2.00 | $ | 1.92 | $ | 1.92 | $ | 1.92 | ||||||||||
| Dividend payout ratio of net income 4 |
63.4% | 50.0% | 48.0% | 53.6% | 118.3% | |||||||||||||||
| Dividend payout ratio of free cash flow 4,5 |
42.7% | 44.9% | 55.8% | 58.6% | 57.9% | |||||||||||||||
| Return on assets 4 |
4.1% | 5.5% | 6.5% | 6.1% | 2.9% | |||||||||||||||
| Debt leverage ratio 5 |
3.0 | 2.9 | 2.5 | 2.7 | 3.0 | |||||||||||||||
| 1 | 2018 and prior reported figures have not been restated applying IFRS 16. See “Accounting Policies”. |
| 2 | 2017 reported figures have been restated applying IFRS 15. |
| 3 | Amounts calculated on a basis consistent with our previous revenue recognition accounting policies prior to adopting IFRS 15. |
| 4 | As defined. See “Key Performance Indicators”. |
| 5 | Adjusted EBITDA, adjusted net income, and free cash flow are non-GAAP measures and should not be considered substitutes or alternatives for GAAP measures. These are not defined terms under IFRS, and do not have standard meanings, so may not be a reliable way to compare us to other companies. See “Non-GAAP Measures and Related Performance Measures” for information about these measures, including how we calculate them and the ratios in which they are used. |
| 6 | Effective October 1, 2019, and on a prospective basis, we reduced our Wireless postpaid subscriber base by 53,000 subscribers to remove a low-ARPU public services customer that was in the process of migrating to another service provider. We believe adjusting our base for a customer of this size that migrates off our network provides a more meaningful reflection of the underlying organic performance of our Wireless business. Effective April 1, 2019, we adjusted our Wireless prepaid subscriber base to remove 127,000 subscribers as a result of a change to our deactivation policy from 180 days to 90 days to be more consistent within the industry. |
| 7 | On September 30, 2020, we acquired approximately 2,000 Internet subscribers and customer relationships as a result of our acquisition of Ruralwave Inc., which are not included in net additions, but do appear in the ending total balance for 2020. |
| 8 | On October 1, 2020, we acquired approximately 5,000 Internet subscribers and 6,000 customer relationships as a result of our acquisition of Cable Cable Inc., which are not included in net additions, but do appear in the ending total balance for December 31, 2020. |
| 9 | Ignite TV subscribers, customer relationships, ARPA, and penetration have not been presented for periods prior to 2018. We commenced using the aforementioned measures as key performance indicators in the first quarter of 2020. See “Key Performance Indicators”. |
| 10 | Blended ABPU has not been presented for periods prior to 2017. We commenced using blended ABPU as a key performance indicator in the first quarter of 2018. See “Key Performance Indicators”. |
94 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
Management’s Responsibility for Financial Reporting
December 31, 2020
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 95
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
96 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 97
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
98 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
Consolidated Statements of Income
(In millions of Canadian dollars, except per share amounts)
|
Years ended December 31 |
Note |
2020 |
2019 |
|||||||||
| Revenue |
5 | 13,916 | 15,073 | |||||||||
| Operating expenses: |
||||||||||||
| Operating costs |
6 | 8,059 | 8,861 | |||||||||
| Depreciation and amortization |
7, 8, 9 | 2,618 | 2,488 | |||||||||
| Restructuring, acquisition and other |
10 | 185 | 139 | |||||||||
| Finance costs |
11 | 881 | 840 | |||||||||
| Other expense (income) |
12 | 1 | (10) | |||||||||
| Income before income tax expense |
2,172 | 2,755 | ||||||||||
| Income tax expense |
13 | 580 | 712 | |||||||||
| Net income for the year |
|
|
|
1,592 | 2,043 | |||||||
| Earnings per share: |
||||||||||||
| Basic |
14 | $ | 3.15 | $ | 3.99 | |||||||
| Diluted |
14 | $ | 3.13 | $ | 3.97 | |||||||
The accompanying notes are an integral part of the consolidated financial statements.
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 99
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Comprehensive Income
(In millions of Canadian dollars)
| Years ended December 31 |
Note |
2020 |
2019 |
|||||||||
|
Net income for the year |
1,592 | 2,043 | ||||||||||
| Other comprehensive (loss) income: |
||||||||||||
| Items that will not be reclassified to net income: |
||||||||||||
| Defined benefit pension plans: |
||||||||||||
| Remeasurements |
23 | (121 | ) | (159 | ) | |||||||
| Related income tax recovery
|
|
|
|
|
32
|
|
|
40
|
| |||
|
Defined benefit pension plans |
|
(89
|
)
|
|
(119
|
)
| ||||||
|
Equity investments measured at fair value through other comprehensive income (FVTOCI): |
||||||||||||
| (Decrease) increase in fair value |
18 | (302 | ) | 737 | ||||||||
| Related income tax recovery (expense)
|
|
40
|
|
|
(104
|
)
| ||||||
|
Equity investments measured at FVTOCI
|
|
(262
|
)
|
|
633
|
| ||||||
|
Items that will not be reclassified to net income
|
|
(351
|
)
|
|
514
|
| ||||||
|
Items that may subsequently be reclassified to net income: |
||||||||||||
| Cash flow hedging derivative instruments: |
||||||||||||
| Unrealized (loss) gain in fair value of derivative instruments |
(320 | ) | 66 | |||||||||
| Reclassification to net income of loss on debt derivatives |
286 | 458 | ||||||||||
| Reclassification to net income or property, plant and equipment of gain on expenditure derivatives |
(36 | ) | (61 | ) | ||||||||
| Reclassification to net income for accrued interest |
(49 | ) | (46 | ) | ||||||||
| Related income tax recovery (expense) |
|
|
|
50 | (29 | ) | ||||||
|
Cash flow hedging derivative instruments |
|
(69
|
)
|
|
388
|
| ||||||
|
Share of other comprehensive loss of equity-accounted investments, net of tax
|
|
(5
|
)
|
|
(8
|
)
| ||||||
|
Items that may subsequently be reclassified to net income
|
|
(74
|
)
|
|
380
|
| ||||||
|
Other comprehensive (loss) income for the year
|
|
(425
|
)
|
|
894
|
| ||||||
|
Comprehensive income for the year
|
|
1,167
|
|
|
2,937
|
| ||||||
The accompanying notes are an integral part of the consolidated financial statements.
100 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
Consolidated Statements of Financial Position
(In millions of Canadian dollars)
|
As at
|
As at
|
|||||||||||
| Note
|
2020
|
2019
|
||||||||||
| Assets |
||||||||||||
| Current assets: |
||||||||||||
| Cash and cash equivalents |
2,484 | 494 | ||||||||||
| Accounts receivable |
15 | 2,856 | 2,376 | |||||||||
| Inventories |
16 | 479 | 460 | |||||||||
| Current portion of contract assets |
5 | 533 | 1,234 | |||||||||
| Other current assets |
516 | 452 | ||||||||||
| Current portion of derivative instruments
|
|
17
|
|
|
61
|
|
|
101
|
| |||
|
Total current assets |
6,929 | 5,117 | ||||||||||
| Property, plant and equipment |
7, 8 | 14,018 | 13,934 | |||||||||
| Intangible assets |
9 | 8,926 | 8,905 | |||||||||
| Investments |
18 | 2,536 | 2,830 | |||||||||
| Derivative instruments |
17 | 1,378 | 1,478 | |||||||||
| Financing receivables |
15 | 748 | 76 | |||||||||
| Other long-term assets |
346 | 756 | ||||||||||
| Goodwill
|
|
9
|
|
|
3,973
|
|
|
3,923
|
| |||
|
Total assets
|
|
|
|
|
38,854
|
|
|
37,019
|
| |||
| Liabilities and shareholders’ equity |
||||||||||||
| Current liabilities: |
||||||||||||
| Short-term borrowings |
19 | 1,221 | 2,238 | |||||||||
| Accounts payable and accrued liabilities |
2,714 | 3,033 | ||||||||||
| Income tax payable |
344 | 48 | ||||||||||
| Other current liabilities |
17, 20 | 243 | 191 | |||||||||
| Contract liabilities |
5 | 336 | 224 | |||||||||
| Current portion of long-term debt |
21 | 1,450 | – | |||||||||
| Current portion of lease liabilities
|
|
8
|
|
|
278
|
|
|
230
|
| |||
|
Total current liabilities |
6,586 | 5,964 | ||||||||||
| Provisions |
20 | 42 | 36 | |||||||||
| Long-term debt |
21 | 16,751 | 15,967 | |||||||||
| Lease liabilities |
8 | 1,557 | 1,495 | |||||||||
| Other long-term liabilities |
22 | 1,149 | 704 | |||||||||
| Deferred tax liabilities
|
|
13
|
|
|
3,196
|
|
|
3,437
|
| |||
|
Total liabilities |
29,281 | 27,603 | ||||||||||
| Shareholders’ equity
|
|
24
|
|
|
9,573
|
|
|
9,416
|
| |||
|
Total liabilities and shareholders’ equity
|
|
|
|
|
38,854
|
|
|
37,019
|
| |||
| Guarantees |
27 | |||||||||||
| Commitments and contingent liabilities |
28 | |||||||||||
| Subsequent events |
19, 24 | |||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
On behalf of the Board of Directors:
|
Edward S. Rogers Director |
Robert J. Gemmell Director |
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 101
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Changes in Shareholders’ Equity
(In millions of Canadian dollars, except number of shares)
| Class A Voting Shares
|
Class B Non-Voting Shares
|
|||||||||||||||||||||||||||||||||||
| Year ended December 31, 2020
|
Amount
|
Number
|
Amount
|
Number
|
Retained
|
FVTOCI
|
Hedging
|
Equity
|
Total
|
|||||||||||||||||||||||||||
|
Balances, January 1, 2020
|
|
71
|
|
|
111,154
|
|
|
397
|
|
|
393,771
|
|
|
7,419
|
|
|
1,265
|
|
|
263
|
|
|
1
|
|
|
9,416
|
| |||||||||
|
Net income for the year |
– | – | – | – | 1,592 | – | – | – | 1,592 | |||||||||||||||||||||||||||
| Other comprehensive (loss) income: |
||||||||||||||||||||||||||||||||||||
| Defined benefit pension plans, net of tax |
– | – | – | – | (89 | ) | – | – | – | (89 | ) | |||||||||||||||||||||||||
| FVTOCI investments, net of tax |
– | – | – | – | – | (262 | ) | – | – | (262 | ) | |||||||||||||||||||||||||
| Derivative instruments accounted for as hedges, net of tax |
– | – | – | – | – | – | (69 | ) | – | (69 | ) | |||||||||||||||||||||||||
| Share of equity-accounted investments, net of tax
|
|
–
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
(5
|
)
|
|
(5
|
)
| |||||||||
| Total other comprehensive (loss) income
|
|
–
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
(89
|
)
|
|
(262
|
)
|
|
(69
|
)
|
|
(5
|
)
|
|
(425
|
)
| |||||||||
| Comprehensive income (loss) for the year |
– | – | – | – | 1,503 | (262 | ) | (69 | ) | (5 | ) | 1,167 | ||||||||||||||||||||||||
| Reclassification to retained earnings for disposition of FVTOCI investments |
– | – | – | – | 4 | (4 | ) | – | – | – | ||||||||||||||||||||||||||
| Transactions with shareholders recorded directly in equity: |
||||||||||||||||||||||||||||||||||||
| Dividends declared
|
|
–
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
(1,010
|
)
|
|
–
|
|
|
–
|
|
|
–
|
|
|
(1,010
|
)
| |||||||||
| Total transactions with shareholders
|
|
–
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
(1,010
|
)
|
|
–
|
|
|
–
|
|
|
–
|
|
|
(1,010
|
)
| |||||||||
| Balances, December 31, 2020
|
|
71
|
|
|
111,154
|
|
|
397
|
|
|
393,771
|
|
|
7,916
|
|
|
999
|
|
|
194
|
|
|
(4
|
)
|
|
9,573
|
| |||||||||
|
|
Class A Voting Shares |
Class B Non-Voting Shares |
|
|
|
|
|
|||||||||||||||||||||||||||||
| Year ended December 31, 2019 | Amount | Number of shares (000s) |
Amount | Number of shares (000s) |
Retained earnings |
FVTOCI investment reserve |
Hedging reserve |
Equity investment reserve |
Total shareholders’ equity |
|||||||||||||||||||||||||||
| Balances, January 1, 2019 |
71 | 111,155 | 406 | 403,657 | 7,159 | 636 | (125 | ) | 9 | 8,156 | ||||||||||||||||||||||||||
| Net income for the period |
– | – | – | – | 2,043 | – | – | – | 2,043 | |||||||||||||||||||||||||||
| Other comprehensive income (loss): |
||||||||||||||||||||||||||||||||||||
| Defined benefit pension plans, net of tax |
– | – | – | – | (119 | ) | – | – | – | (119 | ) | |||||||||||||||||||||||||
| FVTOCI investments, net of tax |
– | – | – | – | – | 633 | – | – | 633 | |||||||||||||||||||||||||||
| Derivative instruments accounted for as hedges, net of tax |
– | – | – | – | – | – | 388 | – | 388 | |||||||||||||||||||||||||||
| Share of equity-accounted investments, net of tax |
– | – | – | – | – | – | – | (8 | ) | (8 | ) | |||||||||||||||||||||||||
| Total other comprehensive income (loss) |
– | – | – | – | (119 | ) | 633 | 388 | (8 | ) | 894 | |||||||||||||||||||||||||
| Comprehensive income (loss) for the year |
– | – | – | – | 1,924 | 633 | 388 | (8 | ) | 2,937 | ||||||||||||||||||||||||||
| Reclassification to retained earnings for disposition of FVTOCI investments |
4 | (4 | ) | |||||||||||||||||||||||||||||||||
| Transactions with shareholders recorded directly in equity: |
||||||||||||||||||||||||||||||||||||
| Repurchase of Class B Non-Voting Shares |
– | – | (9 | ) | (9,887 | ) | (646 | ) | – | – | – | (655 | ) | |||||||||||||||||||||||
| Dividends declared |
– | – | – | – | (1,022 | ) | – | – | – | (1,022 | ) | |||||||||||||||||||||||||
| Share class exchange |
|
|
|
(1 | ) | – | 1 | – | – | – | – | – | ||||||||||||||||||||||||
| Total transactions with shareholders |
– | (1 | ) | (9 | ) | (9,886 | ) | (1,668 | ) | – | – | – | (1,677 | ) | ||||||||||||||||||||||
| Balances, December 31, 2019 |
71 | 111,154 | 397 | 393,771 | 7,419 | 1,265 | 263 | 1 | 9,416 | |||||||||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
102 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
Consolidated Statements of Cash Flows
(In millions of Canadian dollars)
|
Years ended December 31 |
Note | 2020 | 2019 | |||||||||
| Operating activities: |
||||||||||||
| Net income for the year |
1,592 | 2,043 | ||||||||||
| Adjustments to reconcile net income to cash provided by operating activities: |
||||||||||||
| Depreciation and amortization |
7, 8, 9 | 2,618 | 2,488 | |||||||||
| Program rights amortization |
9 | 77 | 77 | |||||||||
| Finance costs |
11 | 881 | 840 | |||||||||
| Income tax expense |
13 | 580 | 712 | |||||||||
| Post-employment benefits contributions, net of expense |
23 | 13 | (75 | ) | ||||||||
| Other
|
|
119
|
|
|
82
|
| ||||||
| Cash provided by operating activities before changes in net operating assets and liabilities, income taxes paid, and interest paid |
5,880 | 6,167 | ||||||||||
| Change in net operating assets and liabilities |
29 | (333 | ) | (462 | ) | |||||||
| Income taxes paid |
(418 | ) | (400 | ) | ||||||||
| Interest paid
|
(808 | ) | (779 | ) | ||||||||
|
Cash provided by operating activities
|
|
4,321
|
|
|
4,526
|
| ||||||
| Investing activities: |
||||||||||||
| Capital expenditures |
7, 29 | (2,312 | ) | (2,807 | ) | |||||||
| Additions to program rights |
9 | (57 | ) | (60 | ) | |||||||
| Changes in non-cash working capital related to capital expenditures and intangible assets |
(37 | ) | (35 | ) | ||||||||
| Acquisitions and other strategic transactions, net of cash acquired |
9 | (103 | ) | (1,731 | ) | |||||||
| Other
|
|
(49
|
)
|
|
21
|
| ||||||
|
Cash used in investing activities
|
|
(2,558
|
)
|
|
(4,612
|
)
| ||||||
| Financing activities: |
||||||||||||
| Net (repayment of) proceeds received on short-term borrowings |
19 | (1,146 | ) | 30 | ||||||||
| Net issuance of long-term debt |
21 | 2,540 | 2,184 | |||||||||
| Net proceeds (payments) on settlement of debt derivatives and forward contracts |
17 | 80 | (121 | ) | ||||||||
| Transaction costs incurred |
21 | (23 | ) | (61 | ) | |||||||
| Principal payments of lease liabilities |
8 | (213 | ) | (167 | ) | |||||||
| Repurchase of Class B Non-Voting Shares |
24 | – | (655 | ) | ||||||||
| Dividends paid |
24 | (1,011 | ) | (1,016 | ) | |||||||
| Other
|
|
–
|
|
|
(19
|
)
| ||||||
|
Cash provided by financing activities
|
|
227
|
|
|
175
|
| ||||||
|
Change in cash and cash equivalents
|
|
1,990
|
|
|
89
|
| ||||||
| Cash and cash equivalents, beginning of year
|
|
494
|
|
|
405
|
| ||||||
|
Cash and cash equivalents, end of year
|
|
2,484
|
|
|
494
|
| ||||||
Cash and cash equivalents are defined as cash and short-term deposits that have an original maturity of less than 90 days, less bank advances.
The accompanying notes are an integral part of the consolidated financial statements.
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 103
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Notes to Consolidated Financial Statements
We, us, our, Rogers, Rogers Communications, and the Company refer to Rogers Communications Inc. and its subsidiaries. RCI refers to the legal entity Rogers Communications Inc., not including its subsidiaries. Rogers also holds interests in various investments and ventures.
NOTE 1: NATURE OF THE BUSINESS
104 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
106 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
| Note | Topic | Page | Accounting Policy | Use of Estimates | Use of Judgments | |||||
| 4 |
Reportable Segments | 108 | X | X | ||||||
| 5 |
Revenue Recognition | 109 | X | X | X | |||||
| 7 |
Property, Plant and Equipment | 112 | X | X | X | |||||
| 8 |
Leases | 114 | X | X | X | |||||
| 9 |
Intangible Assets and Goodwill | 115 | X | X | X | |||||
| 13 |
Income Taxes | 119 | X | X | ||||||
| 14 |
Earnings Per Share | 121 | X | |||||||
| 15 |
Accounts Receivable | 122 | X | X | ||||||
| 16 |
Inventories | 122 | X | |||||||
| 17 |
Financial Instruments | 122 | X | X | X | |||||
| 18 |
Investments | 132 | X | |||||||
| 20 |
Provisions | 135 | X | X | X | |||||
| 23 |
Post-Employment Benefits | 139 | X | X | ||||||
| 25 |
Stock-Based Compensation | 143 | X | X | ||||||
| 28 |
Commitments and Contingent Liabilities | 147 | X | X | ||||||
NOTE 3: CAPITAL RISK MANAGEMENT
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 107
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
INFORMATION BY SEGMENT
| Year ended December 31, 2020 (In millions of dollars) |
Note | Wireless | Cable | Media | Corporate items and eliminations |
Consolidated totals |
||||||||||||||||||
| Revenue |
5 | 8,530 | 3,946 | 1,606 | (166 | ) | 13,916 | |||||||||||||||||
| Operating costs |
6 | 4,463 | 2,011 | 1,555 | 30 | 8,059 | ||||||||||||||||||
| Adjusted EBITDA |
4,067 | 1,935 | 51 | (196 | ) | 5,857 | ||||||||||||||||||
| Depreciation and amortization |
7, 8, 9 | 2,618 | ||||||||||||||||||||||
| Restructuring, acquisition and other |
10 | 185 | ||||||||||||||||||||||
| Finance costs |
11 | 881 | ||||||||||||||||||||||
| Other expense |
12 | 1 | ||||||||||||||||||||||
| Income before income tax expense |
2,172 | |||||||||||||||||||||||
| Capital expenditures |
7, 29 | 1,100 | 940 | 79 | 193 | 2,312 | ||||||||||||||||||
| Goodwill |
9 | 1,160 | 1,858 | 955 | – | 3,973 | ||||||||||||||||||
| Total assets |
20,639 | 7,877 | 2,569 | 7,769 | 38,854 | |||||||||||||||||||
| Year ended December 31, 2019 (In millions of dollars) |
Note | Wireless | Cable | Media | Corporate items and eliminations |
Consolidated totals |
||||||||||||||||||
| Revenue |
5 | 9,250 | 3,954 | 2,072 | (203 | ) | 15,073 | |||||||||||||||||
| Operating costs |
6 | 4,905 | 2,035 | 1,932 | (11 | ) | 8,861 | |||||||||||||||||
| Adjusted EBITDA |
4,345 | 1,919 | 140 | (192 | ) | 6,212 | ||||||||||||||||||
| Depreciation and amortization |
7, 8, 9 | 2,488 | ||||||||||||||||||||||
| Restructuring, acquisition and other |
10 | 139 | ||||||||||||||||||||||
| Finance costs |
11 | 840 | ||||||||||||||||||||||
| Other income |
12 | (10 | ) | |||||||||||||||||||||
| Income before income tax expense |
2,755 | |||||||||||||||||||||||
| Capital expenditures 1 |
7, 29 | 1,320 | 1,153 | 102 | 232 | 2,807 | ||||||||||||||||||
| Goodwill |
9 | 1,160 | 1,808 | 955 | – | 3,923 | ||||||||||||||||||
| Total assets |
20,105 | 7,891 | 2,550 | 6,473 | 37,019 | |||||||||||||||||||
| 1 | Includes proceeds on disposition of $38 million (see note 29). |
108 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
The table below summarizes the nature of the various performance obligations in our contracts with customers and when we recognize performance on those obligations.
| Performance obligations from contracts with customers |
Timing of satisfaction of the performance obligation | |
|
Wireless airtime, data, and other services; television, telephony, Internet, and smart home monitoring services; network services; media subscriptions; and rental of equipment |
As the service is provided (usually monthly) | |
|
Roaming, long-distance, and other optional or non-subscription services, and pay-per-use services |
As the service is provided | |
|
Wireless devices and related equipment |
Upon activation or purchase by the end customer | |
|
Installation services for Cable subscribers |
When the services are performed | |
|
Advertising |
When the advertising airs on our radio or television stations or is displayed on our digital properties | |
|
Subscriptions by television stations for subscriptions from cable and satellite providers |
When the services are delivered to cable and satellite providers’ subscribers (usually monthly) | |
|
Toronto Blue Jays’ home game admission and concessions |
When the related games are played during the baseball season and when goods are sold | |
|
Toronto Blue Jays revenue from the Major League Baseball Revenue Sharing Agreement, which redistributes funds between member clubs based on each club’s relative revenue, and other league revenue sharing |
In the applicable period, when the amount is determinable | |
|
Radio and television broadcast agreements |
When the related programs are aired | |
|
Sublicensing of program rights |
Over the course of the applicable licence period |
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 109
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
110 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
EXPLANATORY INFORMATION
The table below summarizes our property, plant and equipment as at December 31, 2020, 2019, and 2018.
| (In millions of dollars) | December 31, 2020 |
|
December 31, 2019 |
|
December 31, 2018 | |||||||||||||||||||||||||||||||||||||||
|
|
Cost | Accumulated depreciation |
Net carrying amount |
|
Cost | Accumulated depreciation |
Net carrying amount |
|
Cost | Accumulated depreciation |
Net carrying amount |
|||||||||||||||||||||||||||||||||
| Land and buildings |
1,212 | (496 | ) | 716 | 1,182 | (461 | ) | 721 | 1,125 | (428 | ) | 697 | ||||||||||||||||||||||||||||||||
| Cable and wireless networks |
22,357 | (14,268 | ) | 8,089 | 21,778 | (13,814 | ) | 7,964 | 21,024 | (13,550 | ) | 7,474 | ||||||||||||||||||||||||||||||||
| Computer equipment and software |
6,361 | (4,253 | ) | 2,108 | 5,903 | (3,749 | ) | 2,154 | 5,514 | (3,305 | ) | 2,209 | ||||||||||||||||||||||||||||||||
| Customer premise equipment |
1,976 | (1,515 | ) | 461 | 1,963 | (1,387 | ) | 576 | 1,908 | (1,279 | ) | 629 | ||||||||||||||||||||||||||||||||
| Leasehold improvements |
625 | (313 | ) | 312 | 596 | (281 | ) | 315 | 539 | (250 | ) | 289 | ||||||||||||||||||||||||||||||||
| Equipment and vehicles |
1,320 | (839 | ) | 481 |
|
|
|
1,244 | (776 | ) | 468 |
|
|
|
1,292 | (810 | ) | 482 | ||||||||||||||||||||||||||
| Property, plant and equipment |
33,851 | (21,684 | ) | 12,167 | 32,666 | (20,468 | ) | 12,198 | 31,402 | (19,622 | ) | 11,780 | ||||||||||||||||||||||||||||||||
| Right-of-use assets |
2,248 | (397 | ) | 1,851 |
|
|
|
1,911 | (175 | ) | 1,736 |
|
|
|
– | – | – | |||||||||||||||||||||||||||
| Total |
36,099 | (22,081 | ) | 14,018 | 34,577 | (20,643 | ) | 13,934 | 31,402 | (19,622 | ) | 11,780 | ||||||||||||||||||||||||||||||||
The tables below summarize the changes in the net carrying amounts of property, plant and equipment during 2020 and 2019.
| (In millions of dollars) | December 31, 2019 | December 31, 2020 | ||||||||||||||||||||||
| Net carrying amount |
Additions | Acquisitions from business combinations |
Depreciation | Disposals and other |
Net carrying amount |
|||||||||||||||||||
| Land and buildings |
721 | 30 | – | (37 | ) | 2 | 716 | |||||||||||||||||
| Cable and wireless networks |
7,964 | 1,334 | 4 | (1,196 | ) | (17 | ) | 8,089 | ||||||||||||||||
| Computer equipment and software |
2,154 | 653 | 37 | (747 | ) | 11 | 2,108 | |||||||||||||||||
| Customer premise equipment |
576 | 165 | – | (288 | ) | 8 | 461 | |||||||||||||||||
| Leasehold improvements |
315 | 32 | 1 | (36 | ) | – | 312 | |||||||||||||||||
| Equipment and vehicles |
468 | 98 | 1 | (86 | ) | – | 481 | |||||||||||||||||
| Property, plant and equipment |
12,198 | 2,312 | 43 | (2,390 | ) | 4 | 12,167 | |||||||||||||||||
|
Right-of-use assets (note 8) |
1,736 | 337 | – | (217 | ) | (5 | ) | 1,851 | ||||||||||||||||
| Total property, plant and equipment |
13,934 | 2,649 | 43 | (2,607 | ) | (1 | ) | 14,018 | ||||||||||||||||
| (In millions of dollars) | December 31, 2018 | December 31, 2019 | ||||||||||||||||||||||
| Net carrying amount |
Effect of IFRS 16 transition |
Additions 1 | Depreciation | Disposals and other |
Net carrying amount |
|||||||||||||||||||
| Land and buildings |
697 | – | 57 | (34 | ) | 1 | 721 | |||||||||||||||||
| Cable and wireless networks |
7,474 | (95 | ) | 1,739 | (1,157 | ) | 3 | 7,964 | ||||||||||||||||
| Computer equipment and software |
2,209 | – | 644 | (706 | ) | 7 | 2,154 | |||||||||||||||||
| Customer premise equipment |
629 | – | 236 | (292 | ) | 3 | 576 | |||||||||||||||||
| Leasehold improvements |
289 | – | 60 | (33 | ) | (1 | ) | 315 | ||||||||||||||||
| Equipment and vehicles |
482 | – | 109 | (75 | ) | (48 | ) | 468 | ||||||||||||||||
| Property, plant and equipment |
11,780 | (95 | ) | 2,845 | (2,297 | ) | (35 | ) | 12,198 | |||||||||||||||
|
Right-of-use assets (note 8) |
– | 1,576 | 335 | (175 | ) | – | 1,736 | |||||||||||||||||
| Total property, plant and equipment |
11,780 | 1,481 | 3,180 | (2,472 | ) | (35 | ) | 13,934 | ||||||||||||||||
| 1 | Excludes proceeds on disposition of $38 million (see note 29). |
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 113
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
116 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
EXPLANATORY INFORMATION
The table below summarizes our intangible assets as at December 31, 2020, 2019, and 2018.
| (In millions of dollars) | December 31, 2020 | December 31, 2019 | December 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cost prior to impairment losses |
Accumulated amortization |
Accumulated impairment losses |
Net carrying amount |
Cost prior to impairment losses |
Accumulated amortization |
Accumulated impairment losses |
Net carrying amount |
Cost prior to impairment losses |
Accumulated amortization |
Accumulated impairment losses |
Net carrying amount |
|||||||||||||||||||||||||||||||||||||||||||||
| Indefinite-life intangible assets: |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Spectrum licences |
|
8,371 |
|
– |
|
|
– |
|
|
8,371 |
|
|
8,331 |
|
– |
|
|
– |
|
|
8,331 |
|
6,600 |
|
– |
|
|
– |
|
|
6,600 |
|||||||||||||||||||||||||
| Broadcast licences |
|
333 |
|
– |
|
|
(99 |
) |
|
234 |
|
|
333 |
|
– |
|
|
(99 |
) |
|
234 |
|
333 |
|
– |
|
|
(99 |
) |
|
234 |
|||||||||||||||||||||||||
| Brand names |
|
420 |
|
(270 |
) |
|
(14 |
) |
|
136 |
|
|
420 |
|
(270 |
) |
|
(14 |
) |
|
136 |
|
420 |
|
(270 |
) |
|
(14 |
) |
|
136 |
|||||||||||||||||||||||||
| Finite-life intangible assets: |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Customer relationships |
|
1,623 |
|
(1,589 |
) |
|
– |
|
|
34 |
|
|
1,611 |
|
(1,578 |
) |
|
– |
|
|
33 |
|
1,609 |
|
(1,562 |
) |
|
– |
|
|
47 |
|||||||||||||||||||||||||
| Acquired program rights |
|
233 |
|
(77 |
) |
|
(5 |
) |
|
151 |
|
|
253 |
|
(77 |
) |
|
(5 |
) |
|
171 |
|
251 |
|
(58 |
) |
|
(5 |
) |
|
188 |
|||||||||||||||||||||||||
| Total intangible assets |
|
10,980 |
|
(1,936 |
) |
|
(118 |
) |
|
8,926 |
|
|
10,948 |
|
(1,925 |
) |
|
(118 |
) |
|
8,905 |
|
9,213 |
|
(1,890 |
) |
|
(118 |
) |
|
7,205 |
|||||||||||||||||||||||||
| Goodwill |
|
4,194 |
|
– |
|
|
(221 |
) |
|
3,973 |
|
|
4,144 |
|
– |
|
|
(221 |
) |
|
3,923 |
|
4,126 |
|
– |
|
|
(221 |
) |
|
3,905 |
|||||||||||||||||||||||||
| Total intangible assets and goodwill |
|
15,174 |
|
(1,936 |
) |
|
(339 |
) |
|
12,899 |
|
|
15,092 |
|
(1,925 |
) |
|
(339 |
) |
|
12,828 |
|
13,339 |
|
(1,890 |
) |
|
(339 |
) |
|
11,110 |
|||||||||||||||||||||||||
The tables below summarize the changes in the net carrying amounts of intangible assets and goodwill in 2020 and 2019.
| (In millions of dollars) |
December 31, 2019 |
December 31, 2020 |
||||||||||||||
|
Net carrying amount
|
Net
|
Amortization 1
|
Net carrying
|
|||||||||||||
| Spectrum licences |
|
8,331 |
|
40 |
|
– |
|
|
8,371 |
| ||||||
| Broadcast licences |
|
234 |
|
– |
|
|
– |
|
|
234 |
| |||||
| Brand names |
|
136 |
|
– |
|
|
– |
|
|
136 |
| |||||
| Customer relationships |
|
33 |
|
12 |
|
(11 |
) |
|
34 |
| ||||||
|
|
8,734 |
|
52 |
|
(11 |
) |
|
8,775 |
| |||||||
| Acquired program rights |
|
171 |
|
57 |
|
(77 |
) |
|
151 |
| ||||||
| Total intangible assets |
|
8,905 |
|
109 |
|
(88 |
) |
|
8,926 |
| ||||||
| Goodwill |
|
3,923 |
|
50 |
|
– |
|
|
3,973 |
| ||||||
| Total intangible assets and goodwill |
|
12,828 |
|
159 |
|
(88 |
) |
|
12,899 |
| ||||||
| 1 | Of the $88 million of total amortization, $77 million related to acquired program rights is included in other external purchases in operating costs (see note 6), and $11 million in depreciation and amortization on the Consolidated Statements of Income. |
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 117
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| (In millions of dollars) |
December 31, 2018 |
December 31, 2019 |
||||||||||||||
| Net carrying
|
Net
|
Amortization 1
|
Net carrying
|
|||||||||||||
| Spectrum licences |
|
6,600 |
|
1,731 |
|
– |
|
|
8,331 |
|||||||
| Broadcast licences |
234 | – | – | 234 | ||||||||||||
| Brand names |
136 | – | – | 136 | ||||||||||||
| Customer relationships |
|
47 |
|
2 |
|
(16 |
) |
|
33 |
|||||||
|
|
7,017 |
|
1,733 |
|
(16 |
) |
|
8,734 |
||||||||
| Acquired program rights |
|
188 |
|
60 |
|
(77 |
) |
|
171 |
|||||||
| Total intangible assets |
|
7,205 |
|
1,793 |
|
(93 |
) |
|
8,905 |
|||||||
| Goodwill |
|
3,905 |
|
18 |
|
– |
|
|
3,923 |
|||||||
| Total intangible assets and goodwill |
|
11,110 |
|
1,811 |
|
(93 |
) |
|
12,828 |
|||||||
| 1 | Of the $93 million of total amortization, $77 million related to acquired program rights is included in other external purchases in operating costs (see note 6), and $16 million in depreciation and amortization on the Consolidated Statements of Income. |
ANNUAL IMPAIRMENT TESTING
For purposes of testing goodwill for impairment, our CGUs, or groups of CGUs, correspond to our operating segments as disclosed in note 4.
Below is an overview of the methods and key assumptions we used in 2020 to determine recoverable amounts for CGUs, or groups of CGUs, with indefinite-life intangible assets or goodwill that we consider significant.
| (In millions of dollars, except periods used and rates) |
||||||||||||||||||||||
| Carrying value
|
Carrying value
|
Recoverable amount method
|
Period of
|
Terminal growth
|
Pre-tax discount
|
|||||||||||||||||
| Wireless |
|
1,160 |
|
8,465 |
Value in use |
|
5 |
|
|
0.5 |
|
8.4 |
||||||||||
| Cable |
1,858 | – | Value in use | 5 | 1.5 | 7.8 | ||||||||||||||||
| Media |
|
955 |
|
235 |
Fair value less cost to sell |
|
5 |
|
|
2.0 |
|
9.6 |
||||||||||
NOTE 10: RESTRUCTURING, ACQUISITION AND OTHER
118 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DEFERRED TAX ASSETS AND LIABILITIES
Below is a summary of the movement of net deferred tax assets and liabilities during 2020 and 2019.
| Deferred tax assets (liabilities) (In millions of dollars) |
Property, |
Goodwill and other intangibles |
Investments | Non-capital loss carryforwards |
Contract and |
Other | Total | |||||||||||||||||||||
| December 31, 2019 |
(1,366 | ) | (1,318 | ) | (168 | ) | 12 | (570 | ) | (27 | ) | (3,437 | ) | |||||||||||||||
| (Expense) recovery in net income |
(108 | ) | (129 | ) | (2 | ) | 4 | 387 | (20 | ) | 132 | |||||||||||||||||
| Recovery in other comprehensive income |
– | – | 40 | – | – | 82 | 122 | |||||||||||||||||||||
| Acquisitions |
(10 | ) | (3 | ) | – | – | – | – | (13 | ) | ||||||||||||||||||
| December 31, 2020 |
(1,484 | ) | (1,450 | ) | (130 | ) | 16 | (183 | ) | 35 | (3,196 | ) | ||||||||||||||||
| Deferred tax assets (liabilities) (In millions of dollars) |
Property, |
Goodwill and other intangibles |
Investments | Non-capital loss carryforwards |
Contract and |
Other | Total | |||||||||||||||||||||
| December 31, 2018 |
(1,145 | ) | (1,192 | ) | (66 | ) | 29 | (515 | ) | (21 | ) | (2,910 | ) | |||||||||||||||
| Effect of IFRS 16 adoption |
– | – | – | – | – | 9 | 9 | |||||||||||||||||||||
| (Expense) recovery in net income |
(221 | ) | (126 | ) | 2 | (17 | ) | (55 | ) | (26 | ) | (443 | ) | |||||||||||||||
| (Expense) recovery in other comprehensive income |
– | – | (104 | ) | – | – | 11 | (93 | ) | |||||||||||||||||||
| December 31, 2019 |
(1,366 | ) | (1,318 | ) | (168 | ) | 12 | (570 | ) | (27 | ) | (3,437 | ) | |||||||||||||||
120 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17: FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS
ACCOUNTING POLICY
Recognition
We initially recognize cash and cash equivalents, bank advances, accounts receivable, financing receivables, debt securities, and accounts payable and accrued liabilities on the date they originate. All other financial assets and financial liabilities are initially recognized on the trade date when we become a party to the contractual provisions of the instrument.
Classification and measurement
We measure financial instruments by grouping them into classes upon initial recognition, based on the purpose of the individual instruments. We initially measure all financial instruments at fair value plus, in the case of our financial instruments not classified as fair value through profit and loss (FVTPL) or FVTOCI, transaction costs that are directly attributable to the acquisition or issuance of the financial instruments.
122 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
The classifications and methods of measurement subsequent to initial recognition of our financial assets and financial liabilities are as follows:
|
Financial instrument
|
Classification and measurement method
| |
| Financial assets |
||
| Cash and cash equivalents |
Amortized cost | |
| Accounts receivable |
Amortized cost | |
| Financing receivables |
Amortized cost | |
| Investments, measured at FVTOCI |
FVTOCI with no reclassification to net income 1 | |
| Financial liabilities |
||
| Bank advances |
Amortized cost | |
| Short-term borrowings |
Amortized cost | |
| Accounts payable |
Amortized cost | |
| Accrued liabilities |
Amortized cost | |
| Long-term debt |
Amortized cost | |
| Lease liabilities |
Amortized cost | |
| Derivatives 2 |
||
| Debt derivatives 3 |
FVTOCI and FVTPL | |
| Bond forwards |
FVTOCI | |
| Expenditure derivatives |
FVTOCI | |
| Equity derivatives
|
FVTPL 4
| |
| 1 | Subsequently measured at fair value with changes recognized in the FVTOCI investment reserve. |
| 2 | Derivatives can be in an asset or liability position at a point in time historically or in the future. For derivatives designated as cash flow hedges for accounting purposes, the effective portion of the hedge is recognized in accumulated other comprehensive income and the ineffective portion of the hedge is recognized immediately into net income. |
| 3 | Debt derivatives related to our credit facility and commercial paper borrowings have not been designated as hedges for accounting purposes and are measured at FVTPL. Debt derivatives related to our senior notes and debentures are designated as hedges for accounting purposes and are measured at FVTOCI. |
| 4 | Subsequent changes are offset against stock-based compensation expense or recovery in operating costs. |
Offsetting financial assets and financial liabilities
We offset financial assets and financial liabilities and present the net amount on the Consolidated Statements of Financial Position when we have a legal right to offset them and intend to settle on a net basis or realize the asset and liability simultaneously.
Derivative instruments
We use derivative instruments to manage risks related to certain activities in which we are involved. They include:
|
Derivatives
|
The risk they manage
|
Types of derivative instruments
| ||
| Debt derivatives |
Impact of fluctuations in foreign exchange rates on principal and interest payments for US dollar-denominated senior notes and debentures, credit facility borrowings, commercial paper borrowings, and certain lease liabilities |
Cross-currency interest rate exchange agreements Forward foreign exchange agreements | ||
| Expenditure derivatives |
Impact of fluctuations in foreign exchange rates on forecast US dollar-denominated expenditures |
Forward foreign exchange agreements and foreign exchange option agreements | ||
| Equity derivatives |
Impact of fluctuations in share price on stock-based compensation expense |
Total return swap agreements | ||
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 123
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
124 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 125
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Below is a summary of the undiscounted contractual maturities of our financial liabilities and the receivable components of our derivatives as at December 31, 2020 and 2019.
| December 31, 2020 (In millions of dollars) |
Carrying |
Contractual |
Less than |
1 to 3 |
4 to 5 |
More than |
||||||||||||||||||||||
| Short-term borrowings |
1,221 | 1,221 | 1,221 | – | – | – | ||||||||||||||||||||||
| Accounts payable and accrued liabilities |
2,714 | 2,714 | 2,714 | – | – | – | ||||||||||||||||||||||
| Long-term debt |
18,201 | 18,373 | 1,450 | 3,274 | 1,490 | 12,159 | ||||||||||||||||||||||
| Lease liabilities |
1,835 | 2,353 | 278 | 647 | 300 | 1,128 | ||||||||||||||||||||||
| Other long-term financial liabilities |
22 | 22 | – | 14 | 2 | 6 | ||||||||||||||||||||||
| Expenditure derivative instruments: |
||||||||||||||||||||||||||||
| Cash outflow (Canadian dollar) |
– | 2,134 | 1,305 | 829 | – | – | ||||||||||||||||||||||
| Cash inflow (Canadian dollar equivalent of US dollar) |
– | (2,024 | ) | (1,222 | ) | (802 | ) | – | – | |||||||||||||||||||
| Equity derivative instruments |
– | (34 | ) | (34 | ) | – | – | – | ||||||||||||||||||||
| Debt derivative instruments accounted for as hedges: |
||||||||||||||||||||||||||||
| Cash outflow (Canadian dollar) |
– | 11,114 | 86 | 2,516 | 937 | 7,575 | ||||||||||||||||||||||
| Cash inflow (Canadian dollar equivalent of US dollar) 1 |
– | (11,702 | ) | (81 | ) | (2,772 | ) | (891 | ) | (7,958 | ) | |||||||||||||||||
| Debt derivative instruments not accounted for as hedges: |
||||||||||||||||||||||||||||
| Cash outflow (Canadian dollar) |
– | 585 | 585 | – | – | – | ||||||||||||||||||||||
| Cash inflow (Canadian dollar equivalent of US dollar) 1 |
– | (573 | ) | (573 | ) | – | – | – | ||||||||||||||||||||
| Net carrying amount of derivatives (asset) |
|
(1,011 |
) |
|||||||||||||||||||||||||
|
|
22,982 |
|
24,183 |
|
5,729 |
|
3,706 |
|
1,838 |
|
12,910 |
|||||||||||||||||
| 1 | Represents Canadian dollar equivalent amount of US dollar inflows matched to an equal amount of US dollar maturities in long-term debt for debt derivatives. |
| December 31, 2019 (In millions of dollars) |
Carrying |
Contractual |
Less than |
1 to 3 |
4 to 5 |
More than |
||||||||||||||||||||||
| Short-term borrowings |
2,238 | 2,238 | 2,238 | – | – | – | ||||||||||||||||||||||
| Accounts payable and accrued liabilities |
3,033 | 3,033 | 3,033 | – | – | – | ||||||||||||||||||||||
| Long-term debt |
15,967 | 16,130 | – | 2,050 | 2,353 | 11,727 | ||||||||||||||||||||||
| Lease liabilities |
1,725 | 2,220 | 230 | 413 | 326 | 1,251 | ||||||||||||||||||||||
| Other long-term financial liabilities |
26 | 26 | – | 12 | 7 | 7 | ||||||||||||||||||||||
| Expenditure derivative instruments: |
||||||||||||||||||||||||||||
| Cash outflow (Canadian dollar) |
– | 1,287 | 1,248 | 39 | – | – | ||||||||||||||||||||||
| Cash inflow (Canadian dollar equivalent of US dollar) |
– | (1,286 | ) | (1,247 | ) | (39 | ) | – | – | |||||||||||||||||||
| Equity derivative instruments |
– | (55 | ) | (55 | ) | – | – | – | ||||||||||||||||||||
| Debt derivative instruments accounted for as hedges: |
||||||||||||||||||||||||||||
| Cash outflow (Canadian dollar) |
– | 9,903 | – | – | 1,392 | 8,511 | ||||||||||||||||||||||
| Cash inflow (Canadian dollar equivalent of US dollar) 1 |
– | (10,780 | ) | – | – | (1,753 | ) | (9,027 | ) | |||||||||||||||||||
| Debt derivative instruments not accounted for as hedges: |
||||||||||||||||||||||||||||
| Cash outflow (Canadian dollar) |
– | 1,622 | 1,622 | – | – | – | ||||||||||||||||||||||
| Cash inflow (Canadian dollar equivalent of US dollar) 1 |
– | (1,593 | ) | (1,593 | ) | – | – | – | ||||||||||||||||||||
| Bond forwards |
– | – | – | – | – | – | ||||||||||||||||||||||
| Net carrying amount of derivatives (asset) |
|
(1,439 |
) |
|||||||||||||||||||||||||
|
|
21,550 |
|
22,745 |
|
5,476 |
|
2,475 |
|
2,325 |
|
12,469 |
|||||||||||||||||
| 1 | Represents Canadian dollar equivalent amount of US dollar inflows matched to an equal amount of US dollar maturities in long-term debt for debt derivatives. |
126 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 127
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
128 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
Below is a summary of the changes in fair value of our derivative instruments for 2020 and 2019.
| Year ended December 31, 2020 (In millions of dollars) |
Debt derivatives (hedged) |
Debt derivatives (unhedged) |
Expenditure derivatives |
Equity derivatives |
Total instruments |
|||||||||||||||
| Derivative instruments, beginning of year |
1,412 | (29 | ) | 1 | 55 |
|
1,439 |
| ||||||||||||
| Proceeds received from settlement of derivatives |
– | (6,906 | ) | (1,261 | ) | 1 |
|
(8,166 |
) | |||||||||||
| Payment on derivatives settled |
– | 6,826 | 1,221 | – |
|
8,047 |
| |||||||||||||
| (Decrease) increase in fair value of derivatives |
(314 | ) | 97 | (70 | ) | (22 | ) |
|
(309 |
) | ||||||||||
| Derivative instruments, end of year |
1,098 | (12 | ) | (109 | ) | 34 |
|
1,011 |
| |||||||||||
| Mark-to-market asset |
1,405 | – | – | 34 |
|
1,439 |
| |||||||||||||
|
Mark-to-market liability |
(307 | ) | (12 | ) | (109 | ) | – |
|
(428 |
) | ||||||||||
|
Mark-to-market asset (liability) |
1,098 | (12 | ) | (109 | ) | 34 |
|
1,011 |
| |||||||||||
| Year ended December 31, 2019 (In millions of dollars) |
Debt |
Debt |
Bond |
Expenditure |
Equity |
Total |
||||||||||||||||||
| Derivative instruments, beginning of year |
|
1,332 |
|
41 |
|
(87 |
) |
|
122 |
|
92 |
|
1,500 |
|||||||||||
| Proceeds received from settlement of derivatives |
|
– |
|
|
(17,620 |
) |
|
– |
|
|
(1,194 |
) |
|
(15 |
) |
|
(18,829 |
) | ||||||
| Payment on derivatives settled |
|
– |
|
|
17,630 |
|
111 |
|
1,124 |
|
– |
|
|
18,865 |
||||||||||
| Increase (decrease) in fair value of derivatives |
|
80 |
|
(80 |
) |
|
(24 |
) |
|
(51 |
) |
|
(22 |
) |
|
(97 |
) | |||||||
| Derivative instruments, end of year |
|
1,412 |
|
(29 |
) |
|
– |
|
|
1 |
|
55 |
|
1,439 |
||||||||||
|
Mark-to-market asset |
|
1,508 |
|
– |
|
|
– |
|
|
16 |
|
55 |
|
1,579 |
||||||||||
| Mark-to-market liability |
|
(96 |
) |
|
(29 |
) |
|
– |
|
|
(15 |
) |
|
– |
|
|
(140 |
) | ||||||
| Mark-to-market asset (liability) |
|
1,412 |
|
(29 |
) |
|
– |
|
|
1 |
|
55 |
|
1,439 |
||||||||||
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 129
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During 2020 and 2019, we entered and settled debt derivatives related to our credit facility borrowings and US CP program as follows:
| Year ended December 31, 2020 |
Year ended December 31, 2019 |
|||||||||||||||||||||||||||
| (In millions of dollars, except exchange rates) |
Notional (US$) |
Exchange |
Notional |
Notional (US$) |
Exchange |
Notional |
||||||||||||||||||||||
| Credit facilities |
||||||||||||||||||||||||||||
| Debt derivatives entered |
|
970 |
|
|
1.428 |
|
|
1,385 |
|
|
420 |
|
1.336 |
|
561 |
|||||||||||||
| Debt derivatives settled |
|
970 |
|
|
1.406 |
|
|
1,364 |
|
|
420 |
|
1.343 |
|
564 |
|||||||||||||
| Net cash (paid) received |
|
(21 |
) |
|
3 |
|||||||||||||||||||||||
| Commercial paper program |
||||||||||||||||||||||||||||
| Debt derivatives entered |
|
3,316 |
|
|
1.329 |
|
|
4,406 |
|
|
12,897 |
|
1.328 |
|
17,127 |
|||||||||||||
| Debt derivatives settled |
|
4,091 |
|
|
1.330 |
|
|
5,441 |
|
|
12,847 |
|
1.329 |
|
17,069 |
|||||||||||||
| Net cash received (paid) |
|
101 |
|
|
(13 |
) | ||||||||||||||||||||||
In 2020 and 2019, we entered into debt derivatives to hedge the foreign currency risk associated with the principal and interest components of the US dollar-denominated senior notes issued during these years (see note 21). Below is a summary of the debt derivatives we entered to hedge senior notes issued during 2020 and 2019.
| (In millions of dollars, except for coupon and
Effective date |
US$ |
Hedging effect |
||||||||||||||||||||||
| Principal/Notional amount (US$) |
Maturity date | Coupon rate | Fixed hedged (Cdn$) interest rate 1 |
Equivalent (Cdn$) | ||||||||||||||||||||
| 2020 issuances |
||||||||||||||||||||||||
| June 22, 2020 |
750 | 2022 | USD LIBOR + 0.60% | 0.955% | 1,019 | |||||||||||||||||||
| 2019 issuances |
||||||||||||||||||||||||
| April 30, 2019 |
1,250 | 2049 | 4.350% | 4.173% | 1,676 | |||||||||||||||||||
| November 12, 2019 |
1,000 | 2049 | 3.700% | 3.996% | 1,308 | |||||||||||||||||||
| 1 | Converting from a fixed US$ coupon rate to a weighted average Cdn$ fixed rate. |
During the year, concurrent with the issuances of our US$750 million senior notes, we entered into debt derivatives to convert all interest and principal payment obligations to Canadian dollars. As a result, we received net proceeds of $1,019 million from the issuances.
In 2019, concurrent with the issuances of our US$1,250 million and US$1,000 million senior notes, we entered into debt derivatives to convert all interest and principal payment obligations to Canadian dollars. As a result, we received net proceeds of $1,676 million and $1,308 million, respectively, from the issuances.
During 2020 and 2019, we entered and settled debt derivatives related to our outstanding lease liabilities as follows:
| Year ended December 31, 2020 |
Year ended December 31, 2019 |
|||||||||||||||||||||||||||
| (In millions of dollars, except exchange rates) |
Notional |
Exchange |
Notional |
Notional |
Exchange |
Notional |
||||||||||||||||||||||
| Debt derivatives entered |
115 | 1.374 | 158 | 70 | 1.314 | 92 | ||||||||||||||||||||||
| Debt derivatives settled |
43 | 1.372 | 59 | – | n/a | – | ||||||||||||||||||||||
130 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
Expenditure derivatives
Below is a summary of the expenditure derivatives we entered and settled during 2020 and 2019 to manage foreign exchange risk related to certain forecast expenditures.
| Year ended December 31, 2020 |
Year ended December 31, 2019 |
|||||||||||||||||||||||||||
| (In millions of dollars, except exchange rates) |
Notional |
Exchange |
Notional |
Notional |
Exchange |
Notional |
||||||||||||||||||||||
| Expenditure derivatives entered |
1,560 | 1.343 | 2,095 | 810 | 1.321 | 1,070 | ||||||||||||||||||||||
| Expenditure derivatives settled |
940 | 1.299 | 1,221 | 900 | 1.249 | 1,124 | ||||||||||||||||||||||
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 131
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Below is a summary of the financial instruments carried at fair value.
|
As at December 31 |
||||||||||||||||||||||||
| Carrying value |
Fair value (Level 1) |
Fair value (Level 2) |
||||||||||||||||||||||
| (In millions of dollars) |
2020 |
2019 |
2020 |
2019 |
2020 |
2019 |
||||||||||||||||||
| Financial assets |
||||||||||||||||||||||||
| Investments, measured at FVTOCI: |
||||||||||||||||||||||||
| Investments in publicly traded companies |
|
1,535 |
|
|
1,831 |
|
1,535 |
|
|
1,831 |
|
– |
|
|
– |
| ||||||||
|
Held-for-trading: |
||||||||||||||||||||||||
| Debt derivatives accounted for as cash flow hedges |
|
1,405 |
|
|
1,508 |
|
– |
|
|
– |
|
|
1,405 |
|
|
1,508 |
||||||||
| Expenditure derivatives accounted for as cash flow hedges |
|
– |
|
|
16 |
|
– |
|
|
– |
|
|
– |
|
|
16 |
||||||||
| Equity derivatives not accounted for as cash flow hedges |
|
34 |
|
|
55 |
|
– |
|
|
– |
|
|
34 |
|
|
55 |
||||||||
| Total financial assets |
|
2,974 |
|
|
3,410 |
|
1,535 |
|
|
1,831 |
|
1,439 |
|
|
1,579 |
|||||||||
| Financial liabilities |
||||||||||||||||||||||||
|
Held-for-trading: |
||||||||||||||||||||||||
| Debt derivatives accounted for as cash flow hedges |
|
307 |
|
|
96 |
|
– |
|
|
– |
|
|
307 |
|
|
96 |
||||||||
| Debt derivatives not accounted for as hedges |
|
12 |
|
|
29 |
|
– |
|
|
– |
|
|
12 |
|
|
29 |
||||||||
| Expenditure derivatives accounted for as cash flow hedges |
|
109 |
|
|
15 |
|
– |
|
|
– |
|
|
109 |
|
|
15 |
||||||||
| Total financial liabilities |
|
428 |
|
|
140 |
|
– |
|
|
– |
|
|
428 |
|
|
140 |
||||||||
Below is a summary of the fair value of our long-term debt.
| As at December 31 |
||||||||||||||||
| (In millions of dollars) |
2020 |
2019 |
||||||||||||||
|
Carrying amount |
Fair value 1 |
Carrying amount |
Fair value 1 |
|||||||||||||
| Long-term debt (including current portion) |
|
18,201 |
|
|
22,006 |
|
|
15,967 |
|
18,354 |
||||||
| 1 | Long-term debt (including current portion) is measured at Level 2 in the three-level fair value hierarchy, based on year-end trading values. |
We did not have any non-derivative held-to-maturity financial assets during the years ended December 31, 2020 and 2019.
132 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
NOTE 19: SHORT-TERM BORROWINGS
Below is a summary of the activity relating to our short-term borrowings for the years ended December 31, 2020 and 2019.
|
Year ended December 31, 2020 |
Year ended December 31, 2019 |
|||||||||||||||||||||||||||
| (In millions of dollars, except exchange rates) |
Notional |
Exchange |
Notional |
Notional |
Exchange |
Notional |
||||||||||||||||||||||
| Proceeds received from US commercial paper |
|
3,316 |
|
|
1.329 |
|
|
4,406 |
|
|
12,897 |
|
1.328 |
|
17,127 |
|||||||||||||
| Repayment of US commercial paper |
|
(4,098 |
) |
|
1.355 |
|
|
(5,552 |
) |
|
(12,876 |
) |
|
1.328 |
|
(17,094 |
) | |||||||||||
| Net (repayment of) proceeds received from US commercial paper |
|
(1,146 |
) |
|
33 |
|||||||||||||||||||||||
| Proceeds received from credit facilities |
|
– |
|
|
– |
|
|
– |
|
|
420 |
|
1.336 |
|
561 |
|||||||||||||
| Repayment of credit facilities |
|
– |
|
|
– |
|
|
– |
|
|
(420 |
) |
|
1.343 |
|
(564 |
) | |||||||||||
| Net repayment of credit facilities |
|
– |
|
|
(3 |
) | ||||||||||||||||||||||
| Net (repayment of) proceeds received from short-term borrowings |
|
(1,146 |
) |
|
30 |
|||||||||||||||||||||||
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 133
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Below is a summary of the activity relating to our US CP program for the years ended December 31, 2020 and 2019.
| Year ended December 31, 2020 | Year ended December 31, 2019 | |||||||||||||||||||||||||||
| (In millions of dollars, except exchange rates) | Notional (US$) |
Exchange rate |
Notional (Cdn$) |
Notional (US$) |
Exchange rate |
Notional (Cdn$) |
||||||||||||||||||||||
| US commercial paper, beginning of year |
1,223 | 1.298 | 1,588 | 1,177 | 1.364 | 1,605 | ||||||||||||||||||||||
| Net (repayment of) proceeds received from US commercial paper |
(782 | ) | 1.465 | (1,146 | ) | 21 | 1.571 | 33 | ||||||||||||||||||||
| Discounts on issuance 1 |
8 | 1.250 | 10 | 25 | 1.320 | 33 | ||||||||||||||||||||||
| Loss (gain) on foreign exchange 1 |
119 | (83 | ) | |||||||||||||||||||||||||
| US commercial paper, end of year
|
|
449
|
|
|
1.272
|
|
|
571
|
|
1,223 |
|
1.298
|
|
|
1,588
|
| ||||||||||||
| 1 | Included in finance costs. |
134 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| As at December 31
|
||||||||||||||||||||||||
| (In millions of dollars, except interest rates)
|
Due
|
Principal
|
Interest
|
2020
|
2019
|
|||||||||||||||||||
| Senior notes |
|
2021 |
|
|
1,450 |
|
5.340% |
|
|
1,450 |
|
|
1,450 |
|||||||||||
| Senior notes |
|
2022 |
|
|
600 |
|
4.000% |
|
|
600 |
|
|
600 |
|||||||||||
| Senior notes |
|
2022 |
|
|
US |
|
|
750 |
|
Floating |
|
|
955 |
|
|
– |
| |||||||
| Senior notes |
|
2023 |
|
|
US |
|
|
500 |
|
3.000% |
|
|
637 |
|
|
649 |
||||||||
| Senior notes |
|
2023 |
|
|
US |
|
|
850 |
|
4.100% |
|
|
1,082 |
|
|
1,104 |
||||||||
| Senior notes |
|
2024 |
|
|
600 |
|
4.000% |
|
|
600 |
|
|
600 |
|||||||||||
| Senior notes |
|
2025 |
|
|
US |
|
|
700 |
|
3.625% |
|
|
890 |
|
|
909 |
||||||||
| Senior notes |
|
2026 |
|
|
US |
|
|
500 |
|
2.900% |
|
|
637 |
|
|
649 |
||||||||
| Senior notes |
|
2027 |
|
|
1,500 |
|
3.650% |
|
|
1,500 |
|
|
– |
| ||||||||||
| Senior notes |
|
2029 |
|
|
1,000 |
|
3.250% |
|
|
1,000 |
|
|
1,000 |
|||||||||||
| Senior debentures 1 |
|
2032 |
|
|
US |
|
|
200 |
|
8.750% |
|
|
255 |
|
|
260 |
||||||||
| Senior notes |
|
2038 |
|
|
US |
|
|
350 |
|
7.500% |
|
|
446 |
|
|
455 |
||||||||
| Senior notes |
|
2039 |
|
|
500 |
|
6.680% |
|
|
500 |
|
|
500 |
|||||||||||
| Senior notes |
|
2040 |
|
|
800 |
|
6.110% |
|
|
800 |
|
|
800 |
|||||||||||
| Senior notes |
|
2041 |
|
|
400 |
|
6.560% |
|
|
400 |
|
|
400 |
|||||||||||
| Senior notes |
|
2043 |
|
|
US |
|
|
500 |
|
4.500% |
|
|
637 |
|
|
649 |
||||||||
| Senior notes |
|
2043 |
|
|
US |
|
|
650 |
|
5.450% |
|
|
827 |
|
|
844 |
||||||||
| Senior notes |
|
2044 |
|
|
US |
|
|
1,050 |
|
5.000% |
|
|
1,337 |
|
|
1,365 |
||||||||
| Senior notes |
|
2048 |
|
|
US |
|
|
750 |
|
4.300% |
|
|
955 |
|
|
973 |
||||||||
| Senior notes |
|
2049 |
|
|
US |
|
|
1,250 |
|
4.350% |
|
|
1,592 |
|
|
1,624 |
||||||||
| Senior notes
|
|
2049
|
|
|
US
|
|
|
1,000
|
|
|
3.700%
|
|
|
1,273
|
|
|
1,299
|
| ||||||
|
|
18,373 |
|
|
16,130 |
||||||||||||||||||||
| Deferred transaction costs and discounts |
|
(172 |
) |
|
(163 |
) | ||||||||||||||||||
| Less current portion
|
|
(1,450
|
)
|
|
–
|
| ||||||||||||||||||
| Total long-term debt
|
|
16,751
|
|
|
15,967
|
| ||||||||||||||||||
| 1 | Senior debentures originally issued by Rogers Cable Inc. which are unsecured obligations of RCI and for which RCCI was an unsecured guarantor as at December 31, 2020 and 2019. |
136 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
The tables below summarize the activity relating to our long-term debt for the years ended December 31, 2020 and 2019.
| Year ended December 31, 2020
|
Year ended December 31, 2019
|
|||||||||||||||||||||||
| (In millions of dollars, except exchange rates)
|
Notional
|
Exchange
|
Notional
|
Notional
|
Exchange
|
Notional
|
||||||||||||||||||
| Credit facility borrowings (US$) |
970 | 1.428 | 1,385 | – | – | – | ||||||||||||||||||
| Credit facility repayments (US$)
|
|
(970
|
)
|
|
1.406
|
|
|
(1,364
|
)
|
|
–
|
|
|
–
|
|
|
–
|
| ||||||
| Net borrowings under credit facilities
|
|
21
|
|
|
–
|
| ||||||||||||||||||
| Senior note issuances (Cdn$) |
1,500 | 1,000 | ||||||||||||||||||||||
| Senior note issuances (US$)
|
|
750
|
|
|
1.359
|
|
|
1,019
|
|
|
2,250
|
|
|
1.326
|
|
|
2,984
|
| ||||||
| Total senior note issuances |
2,519 | 3,984 | ||||||||||||||||||||||
| Senior note repayments (Cdn$)
|
|
–
|
|
|
(1,800
|
)
| ||||||||||||||||||
| Net issuance of senior notes
|
|
2,519
|
|
|
2,184
|
| ||||||||||||||||||
| Net issuance of long-term debt
|
|
2,540
|
|
|
2,184
|
| ||||||||||||||||||
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 137
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Issuance of senior notes
Below is a summary of the senior notes that we issued in 2020 and 2019.
| (In millions of dollars, except interest rates and discounts) | ||||||||||||||||||||||||||||
| Date issued
|
Principal
|
Due date
|
Interest rate
|
Discount/
|
Total gross
|
Transaction
|
||||||||||||||||||||||
| 2020 issuances |
||||||||||||||||||||||||||||
| March 31, 2020 |
1,500 | 2027 | 3.650% | 99.511% | 1,500 | 16 | ||||||||||||||||||||||
| June 22, 2020 |
US | 750 | 2022 | USD LIBOR + 0.60% | 100% | 1,019 | 5 | |||||||||||||||||||||
| 2019 issuances |
||||||||||||||||||||||||||||
| April 30, 2019 |
US | 1,250 | 2049 | 4.350% | 99.667% | 1,676 | 20 | |||||||||||||||||||||
| November 12, 2019
|
|
US
|
|
|
1,000
|
|
|
2049
|
|
|
3.700%
|
|
|
98.926%
|
|
|
1,308
|
|
|
25
|
| |||||||
| 1 | Gross proceeds before transaction costs and discounts. |
| 2 | Transaction costs and discounts 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. |
138 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
140 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 141
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CAPITAL STOCK
| Share class
|
Number of shares
|
Features
|
Voting rights
| |||
| Preferred shares | 400,000,000 | • Without par value • Issuable in series, with rights and terms of each series to be fixed by the Board prior to the issue of any series
|
• None | |||
| RCI Class A Voting Shares | 112,474,388 | • Without par value • Each share can be converted into one Class B Non-Voting share
|
• Each share entitled to 50 votes | |||
| RCI Class B Non-Voting Shares
|
1,400,000,000
|
• Without par value
|
• None
|
142 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Summary of stock options
Below is a summary of the stock option plans, including performance options.
| Year ended December 31, 2020
|
Year ended December 31, 2019
|
|||||||||||||||
| (In number of units, except prices)
|
Number of options
|
Weighted average
|
Number of options
|
Weighted average
|
||||||||||||
| Outstanding, beginning of year |
3,154,795 | $61.82 | 2,719,612 | $53.22 | ||||||||||||
| Granted |
1,598,590 | $62.56 | 1,179,160 | $72.03 | ||||||||||||
| Exercised |
(17,230 | ) | $54.80 | (743,977 | ) | $46.56 | ||||||||||
| Forfeited
|
|
(9,521
|
)
|
|
$58.45
|
|
|
—
|
|
|
—
|
| ||||
| Outstanding, end of year
|
|
4,726,634
|
|
|
$62.10
|
|
|
3,154,795
|
|
|
$61.82
|
| ||||
| Exercisable, end of year
|
|
1,470,383
|
|
|
$56.75
|
|
|
993,645
|
|
|
$52.38
|
| ||||
Below is a summary of the range of exercise prices, the weighted average exercise price, and the weighted average remaining contractual life as at December 31, 2020.
| Options outstanding
|
Options exercisable
|
|||||||||||||||||||
| Range of exercise prices
|
Number
|
Weighted average
|
Weighted average
|
Number
|
Weighted average
|
|||||||||||||||
| $42.85 – $44.99 |
153,937 | 3.82 | $44.24 | 153,937 | $44.24 | |||||||||||||||
| $45.00 – $49.99 |
499,844 | 3.00 | $48.87 | 499,844 | $48.87 | |||||||||||||||
| $50.00 – $59.99 |
890,011 | 6.41 | $58.10 | 380,499 | $57.82 | |||||||||||||||
| $60.00 – $64.99 |
2,013,647 | 8.66 | $62.63 | 134,379 | $62.89 | |||||||||||||||
| $65.00 – $69.99 |
129,025 | 8.38 | $66.21 | 41,684 | $66.64 | |||||||||||||||
| $70.00 – $73.00
|
|
1,040,170
|
|
|
7.89
|
|
|
$73.00
|
|
|
260,040
|
|
|
$73.00
|
| |||||
|
|
4,726,634
|
|
|
7.30
|
|
|
$62.10
|
|
|
1,470,383
|
|
|
$56.75
|
| ||||||
144 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
NOTE 28: COMMITMENTS AND CONTINGENT LIABILITIES
EXPLANATORY INFORMATION
COMMITMENTS
Below is a summary of the future minimum payments for our contractual commitments that are not recognized as liabilities as at December 31, 2020.
| (In millions of dollars)
|
Less than 1 Year
|
1-3 Years
|
4-5 Years
|
After 5 Years
|
Total
|
|||||||||||||||
| Player contracts 1 |
73 | 87 | – | – | 160 | |||||||||||||||
| Purchase obligations 2 |
295 | 178 | 70 | 48 | 591 | |||||||||||||||
| Program rights 3
|
|
626
|
|
|
1,198
|
|
|
1,078
|
|
|
316
|
|
|
3,218
|
| |||||
| Total commitments
|
|
994
|
|
|
1,463
|
|
|
1,148
|
|
|
364
|
|
|
3,969
|
| |||||
| 1 | Toronto Blue Jays players’ salary contracts into which we have entered and are contractually obligated to pay. |
| 2 | Contractual obligations under service, product, and wireless device contracts to which we have committed. |
| 3 | Agreements into which we have entered to acquire broadcasting rights for programs and films for periods in excess of one year at contract inception. |
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 147
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
148 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
Glossary of selected industry terms
and helpful links
150 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
2020 ANNUAL REPORT ROGERS COMMUNICATIONS INC. | 151
Corporate and shareholder information
|
CAUTION REGARDING FORWARD-LOOKING INFORMATION AND OTHER RISKS This annual report includes forward-looking statements about the financial condition and prospects of Rogers Communications that involve significant risks and uncertainties that are detailed in the “Risks and Uncertainties Affecting our Business” and “About Forward-Looking Information” sections of the MD&A contained herein, which should be read in conjunction with all sections of this annual report. |
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facebook.com/rogers | ||||
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@rogers | |||||
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linkedin.com/company/ rogers-communications | |||||
© 2021 Rogers Communications Inc.
Other registered trademarks that appear are the property of the respective owners.
152 | ROGERS COMMUNICATIONS INC. 2020 ANNUAL REPORT
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