RCIAF 0000733099-20-000016 6-K as filed: Oct 22, 2020

Exhibit 99.1

MANAGEMENT'S DISCUSSION AND ANALYSIS

This Management's Discussion and Analysis (MD&A) contains important information about our business and our performance for the three and nine months ended September 30, 2020, as well as forward-looking information about future periods. This MD&A should be read in conjunction with our Third Quarter 2020 Interim Condensed Consolidated Financial Statements and notes thereto, which have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB); our 2019 Annual MD&A; our 2019 Annual Audited Consolidated Financial Statements and notes thereto, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB; and our other recent filings with Canadian and US securities regulatory authorities, including our Annual Information Form, which are available on SEDAR at sedar.com or EDGAR at sec.gov, respectively.

Effective January 1, 2020, we updated our Cable segment financial and key performance indicator disclosures such that we began presenting Cable average revenue per account (ARPA), customer relationships, and market penetration. We also amended our subscriber reporting to report Internet and Ignite TV™ subscribers, removing legacy Television subscribers and Phone subscribers. In addition to the changes to our key performance indicators, we no longer report revenue by our Cable sub-products (i.e. Internet, Television, and Phone) and instead, we present a single "service revenue" amount. These changes are a result of the way in which we manage our business due to the ongoing convergence of the technology used to deliver Internet and television services and represent the key metrics against which we will measure growth in our Cable segment. See "Results of our Reportable Segments - Cable" and "Key Performance Indicators" for more information.

For more information about Rogers, including product and service offerings, competitive market and industry trends, our overarching strategy, key performance drivers, and objectives, see "Understanding Our Business", "Our Strategy, Key Performance Drivers, and Strategic Highlights", and "Capability to Deliver Results" in our 2019 Annual MD&A.

We, us, our, Rogers, Rogers Communications, and the Company refer to Rogers Communications Inc. and its subsidiaries. RCI refers to the legal entity Rogers Communications Inc., not including its subsidiaries. Rogers also holds interests in various investments and ventures.

All dollar amounts in this MD&A are in Canadian dollars unless otherwise stated and are unaudited. All percentage changes are calculated using the rounded numbers as they appear in the tables. This MD&A is current as at October 21, 2020 and was approved by RCI's Board of Directors (the Board) on that date. This MD&A includes forward-looking statements and assumptions. See "About Forward-Looking Information" for more information.

We are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI).

In this MD&A, this quarter, the quarter, or third quarter refer to the three months ended September 30, 2020, the first quarter refers to the three months ended March 31, 2020, second quarter refers to the three months ended June 30, 2020, and year to date refers to the nine months ended September 30, 2020 unless the context indicates otherwise. All results commentary is compared to the equivalent period in 2019 or as at December 31, 2019, as applicable, unless otherwise indicated. References to COVID-19 are to the pandemic from the outbreak of this virus and to its associated impacts in the jurisdictions in which we operate and globally, as applicable.

™ Rogers and related marks are trademarks of Rogers Communications Inc. or an affiliate, used under licence. All other brand names, logos, and marks are trademarks and/or copyright of their respective owners. ©2020 Rogers Communications



Rogers Communications Inc.	1	Third Quarter 2020

Reportable segments

We report our results of operations in three reportable segments. Each segment and the nature of its business is as follows:



Segment	Principal activities
Wireless	Wireless telecommunications operations for Canadian consumers and businesses.
Cable	Cable telecommunications operations, including Internet, television, telephony (phone), and smart home monitoring services for Canadian consumers and businesses, and network connectivity through our fibre network and data centre assets to support a range of voice, data, networking, hosting, and cloud-based services for the business, public sector, and carrier wholesale markets.
Media	A diversified portfolio of media properties, including sports media and entertainment, television and radio broadcasting, specialty channels, multi-platform shopping, and digital media.

Wireless and Cable are operated by our wholly owned subsidiary, Rogers Communications Canada Inc. (RCCI), and certain of our other wholly owned subsidiaries. Media is operated by our wholly owned subsidiary, Rogers Media Inc., and its subsidiaries.

Where to find it



2	Operating Environment and Strategic Highlights	25	Commitments and Contractual Obligations
4	Quarterly Financial Highlights	25	Regulatory Developments
6	Summary of Consolidated Financial Results	26	Updates to Risks and Uncertainties
7	Results of our Reportable Segments	28	Critical Accounting Policies and Estimates
13	Review of Consolidated Performance	30	Key Performance Indicators
15	Managing our Liquidity and Financial Resources	31	Non-GAAP Measures and Related Performance
19	Overview of Financial Position		Measures
20	Financial Condition	35	Other Information
22	Financial Risk Management	37	About Forward-Looking Information

Operating Environment and Strategic Highlights

COVID-19 continues to significantly impact Canadians and economies around the world as a second wave of the virus appears to be affecting Canada and other locations globally. After experiencing the most significant impact of COVID-19 in the second quarter, our results have recovered materially, although they are still down compared to last year. As a critical service provider during this time, it is of utmost importance to ensure our customers stay connected and that our customers and employees remain safe.

In March, we took swift action to ensure our customers and employees remain safe and healthy during the pandemic, including temporarily closing the majority of our retail stores across Canada and enabling most of our employees to work from home. We also took steps to ensure our customers could stay connected to the world around them, such as providing additional free services (including a rotating selection of premium television channels) and waiving certain fees (including pay-per-use international roaming fees and long distance voice calling fees), and that our networks remain operational, including adding capacity and managing traffic.

Earlier this year, we implemented compensation- and health and safety-related programs to help our employees get through this challenging time, including ensuring a minimum compensation level even when employees were unable to work. We also launched several community-focused activities and events, and as provinces relaxed certain public health restrictions, we have reopened substantially all of our retail stores with the implementation of public health and safety measures as at September 30, 2020.

This quarter, live sports, which were suspended in March, resumed and allowed our broadcast teams to return to the studio and provide coverage to Canadians despite continued restricted attendance at live sports events. As public health restrictions were lifted to certain extents across the country, we maintained our focus on keeping our employees safe and our customers connected during this time. While COVID-19 continues to have a significant worldwide impact, we remain confident we have the right team, a strong balance sheet, and world-class networks that will allow us to get through the pandemic having maintained our long-term focus on growth and doing the right thing for our customers.



Rogers Communications Inc.	2	Third Quarter 2020

Our six company priorities guide our work and decision-making as we further improve our operational execution and make well-timed investments to grow our core businesses and deliver increased shareholder value. Below are some highlights.

Create best-in-class customer experiences by putting our customers first in everything we do


•	Improved monthly postpaid churn by 10 basis points to 1.10%, despite increased subscriber additions and high consumer activity.


•	Opened virtually our Kelowna Customer Solution Centre as part of our fully Canada-based customer service team.


•	Expanded financing to device accessories to make the latest accessories affordable for Rogers customers, including AirPods, Google Nest products, cases, screen protectors, chargers, smart bulbs, and more.


•	Launched DAY PASS™, a daily payment option, and Top Up as a Guest, which allows customers to top up an account without signing in, on chatr, both new features focused on affordability and flexibility.

Invest in our networks and technology to deliver leading performance and reliability


•	Expanded Canada's first and largest 5G network to 130 cities and towns.


•	Launched a 5G Smart Campus at University of Waterloo to help enable the research and commercialization of made-in-Canada 5G technology and applications, including smart city solutions for local governments and residents, asset tracking for businesses, and network slicing for first responders.


•	Announced the acquisitions of Cable Cable Inc. and Ruralwave Inc., local telecommunications companies in the Ontario Kawartha Lakes region, building on our commitment to expand our network and serve more customers.

•

Continued to strengthen our Advanced Services portfolio to help make it easier for businesses and governments to serve their customers and citizens, including new Internet of Things collaborations with bciti, a smart city platform provider that digitally connects residents to their communities and local businesses, and Roambee, a real-time asset monitoring solution provider that transforms supply chain and logistics operations for Canadian businesses.

Deliver innovative solutions and compelling content that our customers will love


•	Launched an exclusive offer to provide the first six months free when signing up to Apple Music for customers on select Rogers Infinite plans.


•	Launched Ignite™ SmartStream™, an entertainment add-on for Ignite Internet™ customers, to give customers access to their favourite streaming services in one place.


•	Expanded free content on Ignite TV with the introduction of two apps, Fun at Home and Health at Home.


•	Delivered industry-leading coverage with the return of live sports, with Sportsnet the most-watched network in Canada for key demographics and first overall in primetime in August.

Drive profitable growth in all the markets we serve


•	Wireless postpaid net subscriber additions of 138,000, up 34%, reflecting strong execution with stores reopening and a recovering economy.


•	Expanded Wireless adjusted EBITDA service margin by 300 basis points; expanded Cable adjusted EBITDA margin by 120 basis points despite COVID-19 impacts.


•	Delivered free cash flow growth of 13% in part as a result of careful capital management.

Develop our people and a high performance culture


•	Achieved an all-time high employee engagement score of 87% in our annual employee survey, up two points from 2019 and seven points above best-in-class.


•	Launched For the Love of Work™, Made Possible by Rogers, a podcast that explores key themes at the heart of a winning employee experience, including resilience, inclusion and diversity, and values, to attract talent and build pride within our team.


•	Extended our employee virtual health care solution in partnership with Sun Life until the end of the year to give our employees and their families quick access to health care professionals during COVID-19.


•	Announced a $10 million commitment over the next five years in free advertising and creative services to charities and small businesses that support Black, Indigenous and People of Colour (BIPOC) and equity-seeking communities by leveraging our sports and media assets as part of our inclusion and diversity plan.

Be a strong, socially responsible leader in our communities across Canada

•

Completed successfully, in partnership with Food Banks Canada, the largest food hamper program in the organization’s history with employee volunteers donating more than 20,000 hours in the Rogers Centre™ and across the country to enable 8 million meals for Canadian families and kicking off the 60,000 Hours Challenge for employees as part of The 60 Project to mark our 60^th anniversary in 2020.


•	Launched the Team Rogers Community Draft to support families as children return to sport, with assistance toward league fees and access to mentorship.



Rogers Communications Inc.	3	Third Quarter 2020


•	Partnered with the Orange Shirt Society, in its efforts to expand Indigenous education across Canada and raise awareness on Indigenous reconciliation, with a specially designed t-shirt for Orange Shirt Day by Ojibwe artist Patrick Hunter sold on TSC™ and raised nearly $100,000, with all proceeds going to the society.


•	Supported Jays Care Foundation’s virtual summer camps for 10,000 youth across Canada with an annual donation of $1 million to the foundation.

Proposed Cogeco transaction

On September 2, Rogers announced we had entered into an agreement with Altice USA, Inc. (Altice USA) whereby we would purchase the Canadian assets of Cogeco Inc. and Cogeco Communications Inc. (collectively Cogeco) if Altice USA is successful in acquiring Cogeco, as outlined in its bid proposal publicly released on September 2. The Boards of Directors of Cogeco rejected the September 2 offer and Cogeco’s controlling shareholder has indicated it does not support the proposed transaction.

On October 18, Altice USA presented a revised offer to Cogeco. If the offer is accepted by Cogeco, Rogers would acquire Cogeco’s Canadian assets for a gross purchase price of $6 billion, less the value of Rogers’ investment in Cogeco of $2.3 billion (which is inclusive of the bid premium), for net cash consideration of $3.7 billion. If a mutually satisfactory agreement or, at the very least, a clear path forward to completion of a transaction, is not reached by November 18, 2020, Altice USA has stated it will withdraw the revised offer. Cogeco's controlling shareholder and Boards of Directors rejected the revised offer. Subsequently, Altice USA and Rogers jointly reaffirmed that should Cogeco’s controlling shareholder and Boards of Directors wish to engage with subordinate shareholders about the offer, the revised offer remains in effect until November 18, 2020.

Quarterly Financial Highlights

Our solid financial position enables us to prioritize the actions we need to take as a result of COVID-19, continue to make high priority investments in our network, and ensure customers stay connected during this critical time.

Revenue

Total revenue decreased by 2% this quarter, largely driven by a 9% decrease in Wireless service revenue.

The Wireless service revenue decrease was mainly a result of lower roaming revenue due to global travel restrictions during COVID-19, and lower overage revenue, primarily as a result of the continued adoption of our Rogers Infinite™ unlimited data plans. Wireless equipment revenue increased as a result of a shift in the product mix of device sales towards higher-value devices.

Cable revenue decreased by 1% this quarter with consistent service revenue and a decrease in equipment revenue.

Media revenue increased by 1% primarily as a result of higher revenue associated with the resumption of NHL hockey, partially offset by lower revenue at the Toronto Blue Jays™ due to COVID-19.

Adjusted EBITDA and margins

Consolidated adjusted EBITDA decreased 4% this quarter and our adjusted EBITDA margin was down 90 basis points.

Wireless adjusted EBITDA decreased by 4%, primarily as a result of the flow-through impact of the aforementioned decrease in revenue, partially offset by cost efficiencies. This gave rise to an adjusted EBITDA service margin of 65.9%, an improvement of 300 basis points from last year.

Cable adjusted EBITDA increased by 2% this quarter, primarily as a result of lower operating expenses due to lower costs associated with fewer subscriber additions, increased self-installation, and other cost efficiencies. This gave rise to a margin of 51.4% this quarter, up 120 basis points from last year.

Media adjusted EBITDA decreased by 32%, or $41 million, this quarter primarily due to higher programming and sports costs associated with the resumption of NHL hockey, partially offset by higher revenue, as discussed above.

Net income and adjusted net income

Net income and adjusted net income both decreased this quarter by 14% and 12%, respectively, primarily as a result of the decrease in adjusted EBITDA.



Rogers Communications Inc.	4	Third Quarter 2020

Substantial cash flow and available liquidity

This quarter, we continued to generate substantial cash flow from operating activities of $986 million, down 24% as a result of an increase in net working capital associated with investments in customers, and free cash flow of $868 million, up 13%.

Furthermore, as at September 30, 2020, we had $5.5 billion of available liquidity, including $2.2 billion in cash and cash equivalents and a combined $3.3 billion available under our bank credit facility and accounts receivable securitization program, and investment-grade credit ratings with a stable outlook.

We also returned substantial cash to shareholders through the payment of $253 million in dividends this quarter and we declared a $0.50 per share dividend on October 21, 2020.

Financial guidance

Due to the continued uncertainty surrounding the duration and potential outcomes of COVID-19, we are unable at this time to predict the overall impact on our operations and financial results, but the impact to date has been material. While results this quarter have recovered materially from the second quarter, it is not possible at this time to reliably estimate our financial results for the remainder of the year; therefore, we will not provide an updated financial outlook for 2020. Although COVID-19 has adversely impacted total service revenue and adjusted EBITDA in the short-term, we have continued to generate strong free cash flow, which remains a priority for us. See "Updates to Risks and Uncertainties" and "About Forward-Looking Information" for more information on COVID-19, including the impacts it has had and may have on our business and the actions we are taking in response.



Rogers Communications Inc.	5	Third Quarter 2020

Summary of Consolidated Financial Results



	Three months ended September 30								Nine months ended September 30
(In millions of dollars, except margins and per share amounts)	2020			2019			% Chg		2020			2019			% Chg

Revenue
Wireless	2,228			2,324			(4	)	6,239			6,757			(8	)
Cable	988			994			(1	)	2,927			2,967			(1	)
Media	489			483			1		1,197			1,542			(22	)
Corporate items and intercompany eliminations	(40		)	(47		)	(15	)	(127		)	(145		)	(12	)
Revenue	3,665			3,754			(2	)	10,236			11,121			(8	)
Total service revenue ¹	3,086			3,233			(5	)	8,932			9,721			(8	)

Adjusted EBITDA²
Wireless	1,089			1,138			(4	)	3,033			3,281			(8	)
Cable	508			499			2		1,415			1,422			—
Media	89			130			(32	)	(31		)	118			n/m
Corporate items and intercompany eliminations	(48		)	(55		)	(13	)	(150		)	(139		)	8
Adjusted EBITDA ²	1,638			1,712			(4	)	4,267			4,682			(9	)
Adjusted EBITDA margin²	44.7		%	45.6		%	(0.9	pts)	41.7		%	42.1		%	(0.4	pts)

Net income	512			593			(14	)	1,143			1,575			(27	)
Basic earnings per share		$1.01			$1.16		(13	)		$2.26			$3.07		(26	)
Diluted earnings per share		$1.01			$1.14		(11	)		$2.23			$3.05		(27	)

Adjusted net income²	548			622			(12	)	1,225			1,624			(25	)
Adjusted basic earnings per share²		$1.09			$1.22		(11	)		$2.43			$3.17		(23	)
Adjusted diluted earnings per share²		$1.08			$1.19		(9	)		$2.39			$3.15		(24	)

Capital expenditures	504			657			(23	)	1,656			2,016			(18	)
Cash provided by operating activities	986			1,305			(24	)	3,374			3,360			—
Free cash flow ²	868			767			13		1,798			1,781			1

n/m - not meaningful


¹	As defined. See "Key Performance Indicators".

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.



Rogers Communications Inc.	6	Third Quarter 2020

Results of our Reportable Segments

WIRELESS

Wireless Financial Results



	Three months ended September 30						Nine months ended September 30
(In millions of dollars, except margins)	2020		2019		% Chg		2020		2019		% Chg

Revenue
Service revenue	1,652		1,808		(9	)	4,942		5,368		(8	)
Equipment revenue	576		516		12		1,297		1,389		(7	)
Revenue	2,228		2,324		(4	)	6,239		6,757		(8	)

Operating expenses
Cost of equipment	567		530		7		1,278		1,498		(15	)
Other operating expenses	572		656		(13	)	1,928		1,978		(3	)
Operating expenses	1,139		1,186		(4	)	3,206		3,476		(8	)

Adjusted EBITDA	1,089		1,138		(4	)	3,033		3,281		(8	)

Adjusted EBITDA service margin¹	65.9	%	62.9	%	3.0	pts	61.4	%	61.1	%	0.3	pts
Adjusted EBITDA margin²	48.9	%	49.0	%	(0.1	pts)	48.6	%	48.6	%	—
Capital expenditures	228		288		(21	)	763		960		(21	)


¹	Calculated using service revenue.


²	Calculated using total revenue.

Wireless Subscriber Results ¹



	Three months ended September 30							Nine months ended September 30
(In thousands, except churn, blended ABPU, and blended ARPU)	2020			2019		Chg		2020			2019		Chg

Postpaid
Gross additions	450			437		13		923			1,083		(160	)
Net additions	138			103		35		131			203		(72	)
Total postpaid subscribers²	9,569			9,360		209		9,569			9,360		209
Churn (monthly)	1.10		%	1.20	%	(0.10	pts)	0.93		%	1.06	%	(0.13	pts)
Prepaid
Gross additions	163			235		(72	)	423			605		(182	)
Net additions	30			27		3		(102		)	(21	)	(81	)
Total prepaid subscribers²	1,300			1,478		(178	)	1,300			1,478		(178	)
Churn (monthly)	3.46		%	4.74	%	(1.28	pts)	4.41		%	4.62	%	(0.21	pts)
Blended ABPU (monthly)		$63.55		$67.20		($3.65	)		$63.39		$66.25		($2.86	)
Blended ARPU (monthly)		$51.12		$56.01		($4.89	)		$51.00		$55.56		($4.56	)


¹	Subscriber counts, subscriber churn, blended ABPU, and blended ARPU are key performance indicators. See "Key Performance Indicators".


²	As at end of period.

Service revenue

The 9% decreases in service revenue and blended ARPU this quarter and 8% decreases year to date were each a result of:


•	lower roaming revenue, due to global travel restrictions during COVID-19; and


•	a decrease in overage revenue as a result of strong customer adoption of our Rogers Infinite unlimited data plans and lower wireless data usage as customers spent more time at home on WiFi.

The 5% decrease in blended ABPU this quarter and 4% decrease year to date were primarily a result of the declines in roaming and overage revenue, partially offset by an ongoing shift in subscribers financing new, higher-value device purchases.



Rogers Communications Inc.	7	Third Quarter 2020

The increase in postpaid gross additions, the postpaid net additions, and the improved postpaid churn this quarter were all a result of strong execution, with gradual store openings and an increase in market activity by Canadians.

Equipment revenue

The 12% increase in equipment revenue this quarter was a result of:


•	a shift in the product mix of device sales towards higher-value devices; and


•	higher device upgrades by existing customers.

The year to date equipment revenue decrease of 7% was primarily a result of lower device upgrades by existing customers and lower gross additions, in part due to COVID-19.

Operating expenses

Cost of equipment

The 7% increase in the cost of equipment this quarter and the 15% decrease year to date were each a result of the same factors discussed in equipment revenue above.

Other operating expenses

The 13% decrease in other operating expenses this quarter was primarily a result of various cost efficiencies and productivity initiatives.

The lower decrease of 3% year to date was also impacted by higher bad debt expense in the second quarter due to the adverse change in economic conditions tied to the onset of COVID-19.

Adjusted EBITDA

The 4% decrease in adjusted EBITDA this quarter and 8% decrease year to date were a result of the revenue and expense changes discussed above.



Rogers Communications Inc.	8	Third Quarter 2020

CABLE

Cable Financial Results



	Three months ended September 30						Nine months ended September 30
(In millions of dollars, except margins)	2020		2019		% Chg		2020		2019		% Chg

Revenue
Service revenue	985		989		—		2,920		2,956		(1	)
Equipment revenue	3		5		(40	)	7		11		(36	)
Revenue	988		994		(1	)	2,927		2,967		(1	)

Operating expenses	480		495		(3	)	1,512		1,545		(2	)

Adjusted EBITDA	508		499		2		1,415		1,422		—

Adjusted EBITDA margin	51.4	%	50.2	%	1.2	pts	48.3	%	47.9	%	0.4	pts
Capital expenditures	217		290		(25	)	713		864		(17	)

Cable Subscriber Results ¹



	Three months ended September 30						Nine months ended September 30
(In thousands, except ARPA and penetration)	2020		2019		Chg		2020		2019		Chg

Internet
Net additions	16		41		(25	)	38		77		(39	)
Total Internet subscribers^2,3	2,574		2,507		67		2,574		2,507		67
Ignite TV
Net additions	38		65		(27	)	147		178		(31	)
Total Ignite TV subscribers²	473		220		253		473		220		253

Homes passed ²	4,543		4,434		109		4,543		4,434		109
Customer relationships
Net additions	6		14		(8	)	1		13		(12	)
Total customer relationships ^2,3	2,513		2,502		11		2,513		2,502		11
ARPA (monthly)	$131.25		$132.22		($0.97	)	$129.44		$131.99		($2.55	)

Penetration ²	55.3	%	56.4	%	(1.1	pts)	55.3	%	56.4	%	(1.1	pts)


¹	Subscriber results are key performance indicators. See "Key Performance Indicators".


²	As at end of period.


³	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 September 30, 2020.

Revenue

Cable service revenue was stable this quarter. The 1% decrease year to date was a result of:

•

a 2% decrease year to date in ARPA as a result of the combined effects of bundled pricing constructs that provide home phone for a lower incremental cost and waiving certain fees and the programs implemented to help customers during COVID-19, the movement of Internet customers to higher speed and usage tiers in our Ignite Internet offerings, and the impact of service pricing changes in 2019; partially offset by


•	the increase in total customer relationships over the past year, due to growth in our Internet and Ignite TV subscriber bases, partially offset by declines in our legacy television and home phone subscriber bases.

We remain focused on our Connected Home roadmap, driven by our Ignite TV product. During the past year, we have achieved significant growth in our Ignite TV subscriber base. The next steps on our roadmap include adding more apps and content to Ignite TV and launching more new products to help keep our customers connected.

Operating expenses

The 3% decrease in operating expenses this quarter and 2% decrease year to date were primarily a result of lower costs associated with fewer subscriber additions and increased self-installation and other cost efficiencies.



Rogers Communications Inc.	9	Third Quarter 2020

Adjusted EBITDA

The 2% increase in adjusted EBITDA this quarter and stable adjusted EBITDA year to date were a result of the revenue and expense changes discussed above.



Rogers Communications Inc.	10	Third Quarter 2020

MEDIA

Media Financial Results



	Three months ended September 30						Nine months ended September 30
(In millions of dollars, except margins)	2020		2019		% Chg		2020		2019		% Chg

Revenue	489		483		1		1,197		1,542		(22	)
Operating expenses	400		353		13		1,228		1,424		(14	)

Adjusted EBITDA	89		130		(32	)	(31	)	118		n/m

Adjusted EBITDA margin	18.2	%	26.9	%	(8.7	pts)	(2.6	)%	7.7	%	(10.3	pts)
Capital expenditures	18		17		6		43		56		(23	)

Our Media results this quarter and year to date have been significantly affected by COVID-19 and reflect the suspension of all major sports leagues from mid-March until the beginning of this quarter. Additionally, our Media segment is affected by seasonal fluctuations, some of which relate to the typical amount of consumer activity and its impact on advertising and related retail cycles.

Revenue

The 1% increase in revenue this quarter was a result of:


•	higher advertising, subscription, and broadcasting revenue as a result of the resumption of NHL hockey; and


•	higher Today's Shopping Choice™ revenue; partially offset by


•	lower Toronto Blue Jays™ game-day revenue due to COVID-19.

Year to date revenue decreased 22% primarily as a result of lower sports-related revenues, including at the Toronto Blue Jays, and lower advertising revenue as a result of softness in the advertising market, both due to COVID-19.

Operating expenses

The 13% increase in operating expenses this quarter was a result of:


•	higher programming costs, as a result of the resumption of NHL hockey; partially offset by


•	lower general operating costs as a result of reduced operating activity.

The 14% decrease in operating expenses year to date was a result of lower sports-related costs, including Toronto Blue Jays player payroll and game-day costs, due to COVID-19 and the temporary suspension of major sports leagues.

Adjusted EBITDA

The decreases in adjusted EBITDA this quarter and year to date were a result of the revenue and expense changes discussed above.



Rogers Communications Inc.	11	Third Quarter 2020

CAPITAL EXPENDITURES



	Three months ended September 30						Nine months ended September 30
(In millions of dollars, except capital intensity)	2020		2019		% Chg		2020		2019		% Chg

Wireless	228		288		(21	)	763		960		(21	)
Cable	217		290		(25	)	713		864		(17	)
Media	18		17		6		43		56		(23	)
Corporate	41		62		(34	)	137		136		1

Capital expenditures ¹	504		657		(23	)	1,656		2,016		(18	)

Capital intensity²	13.8	%	17.5	%	(3.7	pts)	16.2	%	18.1	%	(1.9	pts)


¹	Includes additions to property, plant and equipment net of proceeds on disposition, but does not include expenditures for spectrum licences or additions to right-of-use assets.


²	As defined. See "Key Performance Indicators".

As a result of COVID-19, consolidated capital expenditures have declined by 23% this quarter and 18% for the year to date. Most of this decline has been a result of fewer residential installations, deferrals of projects that have been delayed as a result of the pandemic, and lower costs associated with the introduction of self-install in our Cable business. Despite the overall decline, we continue to prioritize capital spending to support our long-term strategy, as evidenced by our improving capital intensity ratios, including expansion of our 5G network and our Connected Home roadmap.

Wireless

Capital expenditures in Wireless this quarter and year to date, while lower than in 2019, reflect continued investments in our networks. We continued augmenting our existing LTE network with 4.5G technology investments that are also 5G-ready and we continued to work on our 5G deployments in the 600 MHz band and other bands as we have deployed our 5G network in 130 cities and towns.

Cable

The decreases in capital expenditures in Cable this quarter and year to date were a result of lower residential installation activity and lower purchases of customer premise equipment (CPE) during the pandemic. While we continue to work towards our ongoing goal of recognizing capital efficiencies and improving our capital intensity, we have prioritized our capital expenditures through continued upgrades to our network infrastructure with additional fibre deployments, including increasing our fibre-to-the-home and fibre-to-the-curb distribution. These upgrades will lower the number of homes passed per node and incorporate the latest technologies to help deliver more bandwidth and an even more reliable customer experience as we progress in our Connected Home roadmap.

Media

Media capital expenditures this quarter were in line with 2019. The decrease in capital expenditures in Media year to date was primarily a result of lower stadium and facility investments at the Toronto Blue Jays this year.

Corporate

The decrease in corporate capital expenditures this quarter was a result of lower investments in our real estate facilities. Corporate capital expenditures year to date were in line with 2019.

Capital intensity

Capital intensity decreased this quarter and year to date as a result of lower capital expenditures partially offset by lower revenue, as discussed above.



Rogers Communications Inc.	12	Third Quarter 2020

Review of Consolidated Performance

This section discusses our consolidated net income and other income and expenses that do not form part of the segment discussions above.



	Three months ended September 30				Nine months ended September 30
(In millions of dollars)	2020	2019	% Chg		2020		2019	% Chg

Adjusted EBITDA ¹	1,638	1,712	(4	)	4,267		4,682	(9	)
Deduct (add):
Depreciation and amortization	663	627	6		1,952		1,850	6
Restructuring, acquisition and other	49	42	17		112		101	11
Finance costs	219	215	2		653		610	7
Other expense (income)	6	16	(63	)	(1	)	2	n/m
Income tax expense	189	219	(14	)	408		544	(25	)

Net income	512	593	(14	)	1,143		1,575	(27	)


¹	Adjusted EBITDA is a non-GAAP measure and should not be considered a substitute or alternative for GAAP measures. It is not a defined term under IFRS and does not have a standard meaning, so may not be a reliable way to compare us to other companies. See "Non-GAAP Measures and Related Performance Measures" for information about this measure, including how we calculate it.

Depreciation and amortization



	Three months ended September 30				Nine months ended September 30
(In millions of dollars)	2020	2019	% Chg		2020	2019	% Chg

Depreciation of property, plant and equipment	603	578	4		1,785	1,709	4
Depreciation of right-of-use assets	57	45	27		159	128	24
Amortization	3	4	(25	)	8	13	(38	)

Total depreciation and amortization	663	627	6		1,952	1,850	6

Total depreciation and amortization increased this quarter and year to date primarily as a result of the cumulative impact of higher capital expenditures over the past several years. See "Capital Expenditures" for more information.

Restructuring, acquisition and other

This quarter and year to date, we incurred $49 million and $112 million (2019 - $42 million and $101 million), respectively, in restructuring, acquisition and other expenses. In 2020, these costs were incremental, temporary employee compensation and other costs incurred in response to COVID-19 as well as severance costs associated with the targeted restructuring of our employee base. In 2019, these costs were primarily severance costs associated with the targeted restructuring of our employee base and contract termination and other costs.

Finance costs



	Three months ended September 30						Nine months ended September 30
(In millions of dollars)	2020		2019		% Chg		2020		2019		% Chg

Interest on borrowings¹	196		194		1		585		554		6
Interest on lease liabilities	17		15		13		52		44		18
Interest on post-employment benefits liability	3		2		50		10		8		25
Loss (gain) on foreign exchange	6		20		(70	)	115		(52	)	n/m
Change in fair value of derivative instruments	(4	)	(19	)	(79	)	(113	)	54		n/m
Capitalized interest	(5	)	(5	)	—		(15	)	(14	)	7
Other	6		8		(25	)	19		16		19

Total finance costs	219		215		2		653		610		7

¹ Interest on borrowings includes interest on short-term borrowings and on long-term debt.



Rogers Communications Inc.	13	Third Quarter 2020

The 2% increase in finance costs this quarter and 7% increase year to date were primarily a result of higher interest on borrowings, caused by:


•	higher outstanding debt as a result of our debt issuances over the past year; partially offset by


•	a lower weighted average cost of borrowing on our outstanding debt.

Income tax expense



	Three months ended September 30				Nine months ended September 30
(In millions of dollars, except tax rates)	2020		2019		2020		2019

Statutory income tax rate	26.6	%	26.7	%	26.6	%	26.7	%
Income before income tax expense	701		812		1,551		2,119
Computed income tax expense	186		217		413		566
Increase (decrease) in income tax expense resulting from:
Non-taxable stock-based compensation	—		(1	)	(3	)	—
Non-deductible portion of equity losses	5		6		7		7
Income tax adjustment, legislative tax change	—		—		—		(23	)
Non-taxable portion of capital gains	—		(2	)	—		(2	)
Other items	(2	)	(1	)	(9	)	(4	)

Total income tax expense	189		219		408		544

Effective income tax rate	27.0	%	27.0	%	26.3	%	25.7	%
Cash income taxes paid	75		99		243		345

The effective income tax rates for the quarter and for the year to date approximated the statutory income tax rates.

Cash income taxes decreased this quarter and year to date as a result of the timing of installment payments.

Net income



	Three months ended September 30						Nine months ended September 30
(In millions of dollars, except per share amounts)	2020		2019		% Chg		2020		2019		% Chg

Net income	512		593		(14	)	1,143		1,575		(27	)
Basic earnings per share		$1.01		$1.16	(13	)		$2.26		$3.07	(26	)
Diluted earnings per share		$1.01		$1.14	(11	)		$2.23		$3.05	(27	)

Adjusted net income

We calculate adjusted net income from adjusted EBITDA as follows:



	Three months ended September 30						Nine months ended September 30
(In millions of dollars, except per share amounts)	2020		2019		% Chg		2020			2019		% Chg

Adjusted EBITDA¹	1,638		1,712		(4	)	4,267			4,682		(9	)
Deduct:
Depreciation and amortization	663		627		6		1,952			1,850		6
Finance costs	219		215		2		653			610		7
Other expense (income)	6		16		(63	)	(1		)	2		n/m
Income tax expense²	202		232		(13	)	438			596		(27	)

Adjusted net income¹	548		622		(12	)	1,225			1,624		(25	)

Adjusted basic earnings per share¹		$1.09		$1.22	(11	)		$2.43			$3.17	(23	)
Adjusted diluted earnings per share¹		$1.08		$1.19	(9	)		$2.39			$3.15	(24	)

Adjusted EBITDA and adjusted net income 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.


²	Income tax expense excludes recoveries of $13 million and $30 million (2019 - recoveries of $13 million and $29 million) for the three and nine months ended September 30, 2020, respectively, related to the income tax impact for adjusted items. Income tax expense also excludes a $23 million recovery as a result of legislative tax changes for the nine months ended September 30, 2019.



Rogers Communications Inc.	14	Third Quarter 2020

Managing our Liquidity and Financial Resources

Operating, investing, and financing activities



	Three months ended September 30				Nine months ended September 30
(In millions of dollars)	2020		2019		2020		2019

Cash provided by operating activities before changes in non-cash working capital items, income taxes paid, and interest paid	1,475		1,671		4,260		4,553
Change in non-cash operating working capital items	(198	)	(45	)	(29	)	(267	)
Cash provided by operating activities before income taxes paid and interest paid	1,277		1,626		4,231		4,286
Income taxes paid	(75	)	(99	)	(243	)	(345	)
Interest paid	(216	)	(222	)	(614	)	(581	)

Cash provided by operating activities	986		1,305		3,374		3,360

Investing activities:
Capital expenditures	(504	)	(657	)	(1,656	)	(2,016	)
Additions to program rights	(23	)	(15	)	(45	)	(29	)
Changes in non-cash working capital related to capital expenditures and intangible assets	20		(63	)	(134	)	(144	)
Acquisitions and other strategic transactions, net of cash acquired	(8	)	—		(8	)	(1,731	)
Other	(32	)	11		(60	)	1

Cash used in investing activities	(547	)	(724	)	(1,903	)	(3,919	)

Financing activities:
Net proceeds received from (repayments of) short-term borrowings	325		(311	)	(1,402	)	(523	)
Net issuance of long-term debt	—		—		2,540		2,276
Net (payments) proceeds on settlement of debt derivatives and forward contracts	—		(22	)	80		(126	)
Principal payments of lease liabilities	(57	)	(45	)	(155	)	(124	)
Transaction costs incurred	(1	)	—		(22	)	(33	)
Repurchase of Class B Non-Voting Shares	—		(89	)	—		(294	)
Dividends paid	(253	)	(256	)	(758	)	(760	)

Cash provided by (used in) financing activities	14		(723	)	283		416

Change in cash and cash equivalents	453		(142	)	1,754		(143	)
Cash and cash equivalents, beginning of period	1,795		404		494		405

Cash and cash equivalents, end of period	2,248		262		2,248		262

Operating activities

The 24% decrease in cash provided by operating activities this quarter was primarily a result of higher investments in financing receivables, net of the decrease in contract assets, and non-cash working capital associated with increased customer activity. Cash provided by operating activities for the year to date was in line with 2019.

Investing activities

Capital expenditures

During the quarter and year to date, we incurred $504 million and $1,656 million, respectively, on capital expenditures, before changes in non-cash working capital items. See "Capital Expenditures" for more information.



Rogers Communications Inc.	15	Third Quarter 2020

Financing activities

During the quarter and year to date, we received net amounts of $324 million and $1,196 million (2019 - repaid $333 million and received $1,594 million), respectively, on our short-term borrowings, long-term debt, and related derivatives, net of transaction costs paid. See "Financial Risk Management" for more information on the cash flows relating to our derivative instruments.

Short-term borrowings

Our short-term borrowings consist of amounts outstanding under our accounts receivable securitization program and under our US dollar-denominated commercial paper (US CP) program. Below is a summary of our short-term borrowings as at September 30, 2020 and December 31, 2019.



	As at September 30	As at December 31
(In millions of dollars)	2020	2019

Accounts receivable securitization program	650	650
US commercial paper program	332	1,588

Total short-term borrowings	982	2,238

The tables below summarize the activity relating to our short-term borrowings for the three and nine months ended September 30, 2020 and 2019.



			Three months ended September 30, 2020					Nine months ended September 30, 2020
(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	249		1.313	327		3,116		1.332	4,150
Repayment of US commercial paper	(1	)	n/m	(2	)	(4,098	)	1.355	(5,552	)
Net proceeds received from (repayment of) US commercial paper				325					(1,402	)

Net proceeds received from (repayment of) short-term borrowings				325					(1,402	)



			Three months ended September 30, 2019					Nine months ended September 30, 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	3,228		1.319	4,257		10,046		1.330	13,361
Repayment of US commercial paper	(3,461	)	1.320	(4,568	)	(10,446	)	1.329	(13,881	)
Net repayment of US commercial paper				(311	)				(520	)

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 short-term borrowings				(311	)				(523	)

Concurrent with our US CP issuances, we entered into debt derivatives to hedge the foreign currency risk associated with the principal and interest components of the borrowings. See "Financial Risk Management" for more information.



Rogers Communications Inc.	16	Third Quarter 2020

Long-term debt

Our long-term debt consists of amounts outstanding under our bank 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 three and nine months ended September 30, 2020 and 2019.



		Three months ended September 30, 2020				Nine months ended September 30, 2020
(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$)			—				1,500
Senior note issuances (US$)	—	—	—	750		1.359	1,019

Net issuance of senior notes			—				2,519

Net issuance of long-term debt			—				2,540



		Three months ended September 30, 2019			Nine months ended September 30, 2019
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)

Senior note issuances (Cdn$)			—			1,000
Senior note issuances (US$)	—	—	—	1,250	1.341	1,676
Total senior note issuances			—			2,676

Senior note repayments (Cdn$)			—			(400	)

Net issuance of senior notes			—			2,276

Net issuance of long-term debt			—			2,276



	Three months ended September 30			Nine months ended September 30
(In millions of dollars)	2020		2019	2020		2019

Long-term debt net of transaction costs, beginning of period	19,008		16,163	15,967		14,290
Net issuance of long-term debt	—		—	2,540		2,276
(Gain) loss on foreign exchange	(264	)	113	252		(263	)
Deferred transaction costs incurred	(1	)	—	(22	)	(33	)
Amortization of deferred transaction costs	4		3	10		9

Long-term debt net of transaction costs, end of period	18,747		16,279	18,747		16,279

Issuance of senior notes and related debt derivatives

In June 2020, we issued US$750 million floating rate senior notes due 2022 at a rate of the three-month LIBOR plus 0.60% per annum. Concurrent with the issuances, we entered into debt derivatives to convert all interest and principal payment obligations for the US$-denominated senior notes to Canadian dollars and convert the floating rate to a fixed rate of 0.955% until maturity. As a result, we received net proceeds of $1.0 billion from the issuances. See "Financial Risk Management" for more information on our derivatives.

In March 2020, we issued $1.5 billion senior notes due 2027 at a rate of 3.65%.



Rogers Communications Inc.	17	Third Quarter 2020

derivatives to convert all interest and principal payment obligations for the US$-denominated senior notes to Canadian dollars. As a result, we received net proceeds of $2.7 billion from the issuances.

Repayment of senior notes and related derivative settlements

We did not repay any senior notes or settle any related debt derivatives this quarter or year to date. In March 2019, we repaid the entire outstanding principal amount of our $400 million 2.8% senior notes at maturity. There were no derivatives associated with these senior notes.

Repurchase of Class B Non-Voting Shares

We did not repurchase any RCI Class B Non-Voting common shares (Class B Non-Voting Shares) this quarter or year to date. During the three months ended September 30, 2019, we repurchased for cancellation 1,374,848 Class B Non-Voting Shares under our normal course issuer bid (NCIB) programs for a purchase price of $93 million, $4 million of which was paid in October 2019. During the nine months ended September 30, 2019, we repurchased for cancellation 4,273,218 Class B Non-Voting Shares under our NCIB programs for a total purchase price of $298 million. See "Financial Condition" for more information.

Dividends

Below is a summary of the dividends we declared and paid on our outstanding RCI Class A Voting common shares (Class A Shares) and Class B Non-Voting Shares in 2020 and 2019. On October 21, 2020, the Board of Directors declared a dividend of $0.50 per Class A Share and Class B Non-Voting Share to be paid on January 4, 2021 to shareholders of record on December 10, 2020.



Declaration date	Record date	Payment date	Dividend per share (dollars)	Dividends paid (in millions of dollars)

January 22, 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

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

Free cash flow



	Three months ended September 30				Nine months ended September 30
(In millions of dollars)	2020	2019	% Chg		2020	2019	% Chg

Adjusted EBITDA ¹	1,638	1,712	(4	)	4,267	4,682	(9	)
Deduct:
Capital expenditures²	504	657	(23	)	1,656	2,016	(18	)
Interest on borrowings, net of capitalized interest	191	189	1		570	540	6
Cash income taxes³	75	99	(24	)	243	345	(30	)

Free cash flow ¹	868	767	13		1,798	1,781	1

Adjusted EBITDA 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.


²	Includes additions to property, plant and equipment net of proceeds on disposition, but does not include expenditures for spectrum licences or additions to right-of-use assets.


³	Cash income taxes are net of refunds received.

Free cash flow increased this quarter and year to date as a result of lower capital expenditures and lower cash income taxes, partially offset by lower adjusted EBITDA and higher interest on borrowings.



Rogers Communications Inc.	18	Third Quarter 2020

Overview of Financial Position

Consolidated statements of financial position



	As at	As at
	September 30	December 31
(In millions of dollars)	2020	2019	$ Chg		% Chg		Explanation of significant changes

Assets
Current assets:
Cash and cash equivalents	2,248	494	1,754		n/m		See "Managing our Liquidity and Financial Resources".
Accounts receivable	1,804	2,304	(500	)	(22	)	Primarily reflects business seasonality, decreases in revenue, and the increase in allowance for doubtful accounts due to the changing economic conditions during COVID-19.
Inventories	460	460	—		—		n/m
Current portion of contract assets	736	1,234	(498	)	(40	)	Reflects our transition of consumer offerings to device financing agreements.
Other current assets	1,144	524	620		118		Primarily reflects an increase in financing receivables.
Current portion of derivative instruments	64	101	(37	)	(37	)	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. See "Financial Risk Management".
Total current assets	6,456	5,117	1,339		26

Property, plant and equipment	13,940	13,934	6		—		n/m
Intangible assets	8,891	8,905	(14	)	—		n/m
Investments	2,711	2,830	(119	)	(4	)	Primarily reflects fair value decreases for certain publicly traded investments.
Derivative instruments	2,143	1,478	665		45		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 depreciation of the Cdn$ relative to the US$. See "Financial Risk Management".
Contract assets	140	557	(417	)	(75	)	Reflects our transition of consumer offerings to device financing agreements.
Other long-term assets	789	275	514		187		Reflects an increase in financing receivables.
Goodwill	3,940	3,923	17		—		n/m

Total assets	39,010	37,019	1,991		5

Liabilities and shareholders' equity
Current liabilities:
Short-term borrowings	982	2,238	(1,256	)	(56	)	Reflects a decrease in borrowings under our US CP program.
Accounts payable and accrued liabilities	2,494	3,033	(539	)	(18	)	Reflects reduced spending and business seasonality.
Income tax payable	374	48	326		n/m		Reflects the excess of current income tax expense over tax installments paid.
Other current liabilities	115	141	(26	)	(18	)	n/m
Contract liabilities	302	224	78		35		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	268	230	38		17		Reflects liabilities related to new leases entered.
Current portion of derivative instruments	33	50	(17	)	(34	)	Primarily reflects the settlement of certain debt derivatives related to our US CP borrowings. See "Financial Risk Management".
Total current liabilities	6,018	5,964	54		1

Provisions	37	36	1		3		n/m
Long-term debt	17,297	15,967	1,330		8		Reflects the issuance of $1.5 billion of senior notes due March 2027, the issuance of US$750 million of senior notes due March 2022, and changes as a result of the depreciation of the Cdn$ relative to the US $, partially offset by the reclassification to current of our $1,450 million senior notes. See "Managing our Liquidity and Financial Resources".
Derivative instruments	37	90	(53	)	(59	)	Primarily reflects changes in market values of certain debt derivatives as a result of changes in the Canadian and US interest rate environments and the depreciation of the Cdn$ relative to the US$. See "Financial Risk Management".
Lease liabilities	1,560	1,495	65		4		Reflects liabilities related to new leases entered.
Other long-term liabilities	660	614	46		7		n/m
Deferred tax liabilities	3,365	3,437	(72	)	(2	)	n/m
Total liabilities	28,974	27,603	1,371		5

Shareholders' equity	10,036	9,416	620		7		Reflects changes in retained earnings and equity reserves.

Total liabilities and shareholders' equity	39,010	37,019	1,991		5



Rogers Communications Inc.	19	Third Quarter 2020

Financial Condition

Below is a summary of our total available liquidity under our cash and cash equivalents, bank credit facilities, letter of credit facilities, and short-term borrowings as at September 30, 2020 and December 31, 2019.



As at September 30, 2020	Total available	Drawn	Letters of credit	US CP program¹	Net available
(In millions of dollars)	Total available	Drawn	Letters of credit	US CP program¹	Net available

Bank credit facilities:
Revolving	3,200	—	8	333	2,859
Outstanding letters of credit	101	—	101	—	—
Total bank credit facilities	3,301	—	109	333	2,859
Accounts receivable securitization	1,050	650	—	—	400
Cash and cash equivalents	2,248	—	—	—	2,248

Total	6,599	650	109	333	5,507



As at December 31, 2019	Total available	Drawn	Letters of credit	US CP program¹	Net available
(In millions of dollars)	Total available	Drawn	Letters of credit	US CP program¹	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
Accounts receivable 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 discount on issuance.

In addition to the sources of available liquidity noted above, we held $1,693 million of marketable securities in publicly traded companies as at September 30, 2020 (December 31, 2019 - $1,831 million).

Weighted average cost of borrowings

Our weighted average cost of borrowings was 4.16% as at September 30, 2020 (December 31, 2019 - 4.30%) and our weighted average term to maturity was 13.2 years (December 31, 2019 - 14.1 years).

Credit ratings

Below is a summary of the credit ratings on RCI's outstanding senior notes and debentures (long-term) and US CP (short-term) as at September 30, 2020.



Issuance	Standard & Poor's	Moody's	Fitch
Corporate credit issuer default rating ¹	BBB+ with a stable outlook	Baa1 with a stable outlook	BBB+ with a stable outlook
Senior unsecured debt ¹	BBB+ with a stable outlook	Baa1 with a stable outlook	BBB+ with a stable outlook
US commercial paper ¹	A-2	P-2	N/A ²


¹	Unchanged in the quarter.


²	We have not sought a rating from Fitch for our short-term obligations.



Rogers Communications Inc.	20	Third Quarter 2020

Adjusted net debt and debt leverage ratio

We use adjusted net debt and debt leverage ratio to conduct valuation-related analysis and make capital structure-related decisions. Adjusted net debt includes long-term debt, net debt derivative assets or liabilities, short-term borrowings, lease liabilities, and cash and cash equivalents or bank advances.



	As at September 30		As at December 31
(In millions of dollars, except ratios)	2020		2019

Long-term debt ¹	18,922		16,130
Net debt derivative assets valued without any adjustment for credit risk ²	(2,241	)	(1,414	)
Short-term borrowings	982		2,238
Lease liabilities	1,828		1,725
Cash and cash equivalents	(2,248	)	(494	)

Adjusted net debt³	17,243		18,185
Divided by: trailing 12-month adjusted EBITDA³	5,797		6,212

Debt leverage ratio³	3.0		2.9


¹	Includes current and long-term portion of long-term debt before deferred transaction costs and discounts. See "Reconciliation of adjusted net debt and debt leverage ratio" in "Non-GAAP Measures and Related Performance Measures" for the calculation of this amount.


²	For purposes of calculating adjusted net debt and debt leverage ratio, we believe including debt derivatives valued without adjustment for credit risk is commonly used to evaluate debt leverage and for market valuation and transactional purposes.

Adjusted net debt and adjusted EBITDA 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.

Normal course issuer bid

In April 2020, the TSX accepted a notice of our intention to commence a NCIB program that allows us to purchase, between April 24, 2020 and April 23, 2021, the lesser of 34.9 million Class B Non-Voting Shares and that number of Class B Non-Voting Shares that can be purchased for an aggregate purchase price of $500 million (2020 NCIB). Rogers security holders may obtain a copy of this notice, without charge, by contacting us.

In April 2019, we commenced a NCIB program that allowed us to purchase, between April 24, 2019 and April 23, 2020, the lesser of 35.7 million Class B Non-Voting Shares and that number of Class B Non-Voting Shares that can be purchased for an aggregate purchase price of $500 million (2019 NCIB).

During the three and nine months ended September 30, 2020, we did not repurchase any Class B Non-Voting Shares. During the three months ended September 30, 2019, pursuant to the 2019 NCIB, we repurchased for cancellation 1,374,848 Class B Non-Voting Shares for $93 million, $4 million of which was paid in October 2019. During the three months ended June 30, 2019, pursuant to the 2019 NCIB, we repurchased for cancellation 734,257 Class B Non-Voting Shares for $50 million. During the three months ended March 31, 2019, pursuant to the 2018 NCIB, we repurchased for cancellation 2,164,113 Class B Non-Voting Shares for $155 million, $19 million of which was paid in early April 2019.

Outstanding common shares



	As at September 30	As at December 31
	2020	2019

Common shares outstanding¹
Class A Voting Shares	111,154,811	111,154,811
Class B Non-Voting Shares	393,770,507	393,770,507

Total common shares	504,925,318	504,925,318

Options to purchase Class B Non-Voting Shares
Outstanding options	4,726,634	3,154,795
Outstanding options exercisable	1,458,463	993,645

Holders of our Class B Non-Voting Shares are entitled to receive notice of and to attend shareholder meetings; however, they are not entitled to vote at these meetings except as required by law or stipulated by stock exchanges. If an offer is made to purchase outstanding Class A Shares, there is no requirement under applicable law or our constating documents that an offer be made for the outstanding Class B Non-Voting Shares, and there is no other protection available to shareholders under our constating documents. If an offer is made to purchase both classes of shares, the offer for the Class A Shares may be made on different terms than the offer to the holders of Class B Non-Voting Shares.



Rogers Communications Inc.	21	Third Quarter 2020

Financial Risk Management

This section should be read in conjunction with "Financial Risk Management" in our 2019 Annual MD&A. We use derivative instruments to manage financial risks related to our business activities. We only use derivatives to manage risk and not for speculative purposes. We also manage our exposure to both fixed and fluctuating interest rates and had fixed the interest rate on 94.8% of our outstanding debt, including short-term borrowings, as at September 30, 2020 (December 31, 2019 - 87.2%).

Debt derivatives

We use cross-currency interest rate agreements (debt derivatives) to manage risks from fluctuations in foreign exchange rates and interest rates associated with our US dollar-denominated senior notes and debentures, lease liabilities, credit facility borrowings, and US dollar-denominated commercial paper borrowings. We designate the debt derivatives related to our senior notes and debentures and lease liabilities as hedges for accounting purposes against the foreign exchange risk associated with specific debt instruments. Debt derivatives related to our credit facility and US CP borrowings have not been designated as hedges for accounting purposes.

Credit facilities and US CP

Below is a summary of the debt derivatives we entered and settled related to our credit facilities and US CP program during the three and nine months ended September 30, 2020 and 2019.



		Three months ended September 30, 2020			Nine months ended September 30, 2020
(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
Debt derivatives settled	—	—	—	970	1.406	1,364
Net cash paid			—			(21	)

US commercial paper program
Debt derivatives entered	248	1.319	327	3,116	1.332	4,150
Debt derivatives settled	2	1.326	3	4,091	1.330	5,441
Net cash received			—			101



		Three months ended September 30, 2019				Nine months ended September 30, 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	—	—	—		420	1.336	561
Debt derivatives settled	—	—	—		420	1.343	564
Net cash received			—				3

US commercial paper program
Debt derivatives entered	3,228	1.319	4,257		10,046	1.330	13,361
Debt derivatives settled	3,452	1.326	4,578		10,421	1.330	13,865
Net cash paid			(22	)			(18	)

As at September 30, 2020, we had nil and US$248 million notional amount of debt derivatives outstanding relating to our credit facility borrowings and US CP program (December 31, 2019 - nil and US$1,226 million), respectively.



Rogers Communications Inc.	22	Third Quarter 2020

Senior notes

Below is a summary of the debt derivatives we entered related to senior notes during the nine months ended September 30, 2020 and 2019.



(In millions of dollars, except interest rates)
		US$			Hedging effect
Effective date	Principal/Notional amount (US$)	Maturity date	Coupon rate		Fixed hedged (Cdn$) interest rate¹		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


¹	Converting from a fixed US$ coupon rate to a weighted average Cdn$ fixed rate.

As at September 30, 2020, we had US$9,050 million (December 31, 2019 - US$8,300 million) in US dollar-denominated senior notes and debentures, of which all of the associated foreign exchange and interest rate risk had been hedged using debt derivatives.

Lease liabilities

Below is a summary of the debt derivatives we entered and settled related to our outstanding lease liabilities for the three and nine months ended September 30, 2020. We did not enter or settle any debt derivatives related to our outstanding lease liabilities during the three or nine months ended September 30, 2019.



	Three months ended September 30, 2020			Nine months ended September 30, 2020
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)

Debt derivatives entered	—	—	—	90	1.400	126
Debt derivatives settled	14	1.357	19	30	1.333	40

As at September 30, 2020, we had US$130 million notional amount of debt derivatives outstanding relating to our outstanding lease liabilities (December 31, 2019 - US$70 million) with terms to maturity ranging from October 2020 to June 2023 (December 31, 2019 - January 2020 to December 2022), at an average rate of $1.366/US$ (December 31, 2019 - $1.318/US$).

See "Mark-to-market value" for more information about our debt derivatives.

Expenditure derivatives

We use foreign currency forward contracts (expenditure derivatives) to manage the foreign exchange risk in our operations, designating them as hedges for accounting purposes for certain of our forecast operational and capital expenditures.

Below is a summary of the expenditure derivatives we entered and settled during the three and nine months ended September 30, 2020 and 2019.



	Three months ended September 30, 2020			Nine months ended September 30, 2020
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)

Expenditure derivatives entered	180	1.306	235	1,266	1.356	1,717
Expenditure derivatives settled	255	1.298	331	735	1.299	955



	Three months ended September 30, 2019			Nine months ended September 30, 2019
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)

Expenditure derivatives entered	—	—	—	780	1.322	1,031
Expenditure derivatives settled	240	1.254	301	690	1.251	863



Rogers Communications Inc.	23	Third Quarter 2020

As at September 30, 2020, we had US$1,521 million notional amount of expenditure derivatives outstanding (December 31, 2019 - US$990 million) with terms to maturity ranging from October 2020 to December 2022 (December 31, 2019 - January 2020 to December 2021), at an average rate of $1.347/US$ (December 31, 2019 - $1.300/US$).

See "Mark-to-market value" for more information about our expenditure derivatives.

Equity derivatives

We use total return swaps (equity derivatives) to hedge the market price appreciation risk of the RCI Class B Non-Voting common shares (Class B Non-Voting Shares) granted under our stock-based compensation programs. The equity derivatives have not been designated as hedges for accounting purposes.

As at September 30, 2020, we had equity derivatives outstanding for 4.6 million (December 31, 2019 - 4.3 million) Class B Non-Voting Shares with a weighted average price of $51.82 (December 31, 2019 - $51.76).

We did not enter into or settle any equity derivatives during the three months ended September 30, 2020 or 2019.

This year, we made net payments of $1 million to reset the weighted average price to $54.16 and reset the expiry dates to April 2021 (from April 2020) on 0.5 million equity derivatives.

This year, we entered into 0.3 million equity derivatives (2019 - nil) with a weighted average price of $56.08 (2019 - nil). During the nine months ended September 30, 2019, we settled 0.7 million equity derivatives at a weighted average price of $71.66 for net proceeds of $16 million.

Additionally, we executed extension agreements for the remainder of our equity derivative contracts under substantially the same commitment terms and conditions with revised expiry dates to March 2021 and April 2021.

See "Mark-to-market value" for more information about our equity derivatives.

Mark-to-market value

We record our derivatives using an estimated credit-adjusted, mark-to-market valuation, calculated in accordance with IFRS.



	As at September 30, 2020
(In millions of dollars, except exchange rates)	Notional amount (US$)	Exchange rate	Notional amount (Cdn$)	Fair value (Cdn$)
Debt derivatives accounted for as cash flow hedges:
As assets	8,351	1.1940	9,971	2,177
As liabilities	829	1.3628	1,130	(27	)
Short-term debt derivatives not accounted for as hedges:
As assets	249	1.3155	328	5
Net mark-to-market debt derivative asset				2,155
Expenditure derivatives accounted for as cash flow hedges:
As assets	522	1.2989	678	17
As liabilities	999	1.3721	1,371	(40	)
Net mark-to-market expenditure derivative liability				(23	)
Equity derivatives not accounted for as hedges:
As assets	—	—	166	8
As liabilities	—	—	72	(3	)
Net mark-to-market equity derivative asset				5

Net mark-to-market asset				2,137



Rogers Communications Inc.	24	Third Quarter 2020



	As at December 31, 2019
(In millions of dollars, except exchange rates)	Notional amount (US$)	Exchange rate	Notional amount (Cdn$)	Fair value (Cdn$)
Debt derivatives accounted for as cash flow hedges:
As assets	5,800	1.1357	6,587	1,508
As liabilities	2,570	1.3263	3,409	(96	)
Short-term debt derivatives not accounted for as hedges:
As liabilities	1,223	1.3227	1,618	(29	)
Net mark-to-market debt derivative asset				1,383
Expenditure derivatives accounted for as cash flow hedges:
As assets	270	1.2391	335	16
As liabilities	720	1.3228	952	(15	)
Net mark-to-market expenditure derivative asset				1
Equity derivatives not accounted for as hedges:
As assets	—	—	223	55

Net mark-to-market asset				1,439

Commitments and Contractual Obligations

See our 2019 Annual MD&A for a summary of our obligations under firm contractual arrangements, including commitments for future payments under long-term debt arrangements and lease arrangements. These are also discussed in notes 17, 21, and 28 of our 2019 Annual Audited Consolidated Financial Statements.

Except where otherwise disclosed in this MD&A, there have been no material changes to our material contractual obligations, as identified in our 2019 Annual MD&A, since December 31, 2019.

Regulatory Developments

See our 2019 Annual MD&A for a discussion of the significant regulations that affected our operations as at March 5, 2020. The following are the significant regulatory developments since that date.

CRTC review of mobile wireless services

On February 28, 2019, through Telecom Notice of Consultation CRTC 2019-57, Review of mobile wireless services, the Canadian Radio-television and Telecommunications Commission (CRTC) initiated its five-year review to examine the state of the mobile wireless market and to determine whether further action is required to improve choice and affordability for Canadians. After extensive written submissions were filed in 2019, a two-week oral hearing began on February 18, 2020. Final written submissions were filed on July 15, 2020; a final decision from the CRTC will follow. Any adverse decision regarding the items being reviewed in the proceeding could have a material, adverse effect on our financial results and future investments.

Wholesale Internet costing and pricing

On August 15, 2019, in Telecom Order CRTC 2019-288, Follow-up to Telecom Orders 2016-396 and 2016-448 - Final rates for aggregated wholesale high-speed access services (Order), the CRTC set final rates for facilities-based carriers' wholesale HSA, including Rogers' third-party Internet access (TPIA) service. On September 13, 2019, Rogers, in conjunction with the other large Canadian cable companies, filed a motion for Leave to Appeal pursuant to Section 64(1) of the Telecommunications Act with the Federal Court of Appeal (Court) and an associated motion for an interlocutory Stay of the CRTC Order. On November 22, 2019, the Court granted Leave to Appeal and an interlocutory Stay of the CRTC Order. The hearing was held on June 25 and 26, 2020. On September 10, 2020, the Court dismissed the appeal and on September 28, 2020, the CRTC issued a Stay of Order 2019-288 pending review of the appropriateness of the rates established in the Order. See "Updates to Risks and Uncertainties" for more information.

CRTC review of wholesale wireline telecommunications services

On September 20, 2016, the CRTC released Telecom Decision CRTC 2016-379, Follow-up to Telecom Regulatory Policy 2015-326 - Implementation of a disaggregated wholesale high-speed access service, including over fibre-to-the-premises access facilities, addressing the technical implementation of new, disaggregated, high-speed access TPIA, a service that will provide access to fibre-to-the-premises (FTTP) facilities as ordered in the CRTC's July 22, 2015 ruling. The decision is consistent with the positions submitted by Rogers in our filings. A decision on final rates was anticipated



Rogers Communications Inc.	25	Third Quarter 2020

in 2020 but was temporarily suspended on June 11, 2020 by CRTC Telecom Notice of Consultation 2020-187, Call for comments - Appropriate network configuration for disaggregated wholesale high-speed access services.

3500 MHz spectrum licence band

On June 6, 2019, Innovation, Science and Economic Development Canada (ISED Canada) released its Decision on its Consultation on Revisions to the 3500 MHz Band to Accommodate Flexible Use and Preliminary Consultation on Changes to the 3800 MHz Band. The Decision determined that ISED Canada will issue flexible use licences in a 200 MHz frequency range from 3450-3650 MHz. ISED Canada had anticipated that an auction of the 3500 MHz spectrum not retained by existing licensees would occur in the second half of 2020. On June 5, 2020, the auction was postponed until June 15, 2021.

3800 MHz spectrum licence band

On August 27, 2020, ISED Canada launched a consultation, the Consultation on the Technical and Policy Framework for the 3650-4200 MHz Band and Changes to the Frequency Allocation of the 3500-3650 MHz Band, proposing changes to the spectrum utilization of the 3800 MHz band. The proposed changes would make 250 MHz of the spectrum available for 5G. Comments on the consultation are due October 26, 2020 and a reply period is open until November 30, 2020.

Updates to Risks and Uncertainties

See our 2019 Annual MD&A for a discussion of the principal risks and uncertainties that could have a material adverse effect on our business and financial results as at March 5, 2020, which should be reviewed in conjunction with this MD&A. The following factors may contribute to those risks and uncertainties.

Outbreak of COVID-19 and related pandemic

On March 11, 2020, the World Health Organization recognized the outbreak of COVID-19 as a pandemic and we have been closely monitoring related developments. As COVID-19 continues to significantly impact the well-being of individuals and the Canadian and global economies, we have invoked our business continuity plans and implemented a specific response plan to continue providing our essential services and support to our customers and communities while safeguarding the health and safety of the public and our employees.

We are focused on operating and maintaining our wireless and cable networks, including adding capacity and managing traffic where needed, our media operations, and the key business operations required to ensure service continuity for customers. We have implemented alternative working arrangements for employees while we review and follow directions from the government to ensure the safety of our team and implement necessary safeguards to accommodate a gradual approach in reopening our sites to employees. On March 16, 2020, and until June 30, 2020, we announced a series of measures to help our customers, including the temporary waiving of certain fees and providing access to a rotating selection of television channels and content, as we continually seek new ways to support our customers.

Public and private sector regulations, policies, and other measures aimed at reducing the transmission of COVID-19 include the imposition of business closures, travel restrictions, the promotion of social distancing, and the adoption of work-from-home and online education by companies, schools, and institutions. These measures are impacting how customers use our networks, products, and services, the manner or extent to which we can offer certain products and services (including the suspension of major sports leagues and live events), and the ability of certain suppliers and vendors to provide products and services to us.

This quarter, we maintained our programs to help employees manage through the COVID-19 public health crisis and provide support and services to our customers and audiences. After temporarily closing most of our retail locations nationally in March, we continued a steady and phased approach to reopening our retail locations across Canada, following the public health guidelines of their respective provinces, and had reopened substantially all of our retail stores as at September 30, 2020.

In late September, several Canadian provinces declared a "second wave" of COVID-19 has commenced and provinces are adjusting various restrictions, including mandatory closures of certain types of businesses and reduced limits on social gatherings. In response to the second wave, we formed a regional hotspot assessment team to monitor COVID-19 infection rates across Canada and alert management to allow appropriate responses across our businesses as required. While these restrictions have not yet had a significant impact on our operations, we cannot predict the extent to which they may affect us.

We remain in close contact with government officials at all levels, suppliers, partners, and key business customers, and our pandemic response plans are continually evolving.



Rogers Communications Inc.	26	Third Quarter 2020

The full extent and impact of the COVID-19 pandemic is unknown. Potential adverse impacts of the pandemic include, but are not limited to:


•	the risk of a material reduction in demand for our products and services due to businesses closing or downsizing, job losses and associated financial hardship, or, more generally, a declining level of retail activity, which may lead to a decline in revenue as a result of:


•	lower Wireless subscriber activity, including lower equipment revenue;


•	the restriction of fan attendance at major sports league games, the potential suspension or shortening of future major sports league seasons due to a second wave of COVID-19, and the associated television programming;


•	services provided to our customers at no cost, such as long distance calling, roaming, and free television channels;


•	lower roaming and overage revenue as customers are unable or unwilling to travel and continue to stay home; and


•	customers downgrading or cancelling their services;


•	an increase in delinquent or unpaid bills, which could lead to increased bad debt expense;


•	issues delivering certain products and services, or maintaining or upgrading our networks, due to store closures and supply chain disruptions;


•	additional capital expenditures to maintain or expand our networks in order to accommodate substantially increased network usage; and


•	higher costs for new capital.

While we expect certain cost savings to offset some of the lower revenue, such as lower equipment costs, we also cannot predict the extent to which they would be offset or the extent to which they would materialize.

Due to the uncertainty surrounding the duration and potential outcomes of the COVID-19 pandemic, including the results of measures taken to slow the spread and the broader impact COVID-19 may have on the Canadian and global economies or financial markets, we are unable at this time to predict the overall impact on our operations, liquidity, financial condition, or results; however, it has had, and may continue to have, a material, adverse impact on our results. Any future epidemic, pandemic, or other public health crisis that occurs in the future may pose similar risks to us.

Wholesale Internet costing and pricing

In August 2019, in Telecom Order CRTC 2019-288, Follow-up to Telecom Orders 2016-396 and 2016-448 - Final rates for aggregated wholesale high-speed access services (Order), the CRTC set final rates for facilities-based carriers' wholesale high-speed access services, including Rogers' TPIA service. The Order set final rates for Rogers that are significantly lower than the interim rates that were previously billed and it further determined that these final rates will apply retroactively to March 31, 2016.

We do not believe the final rates set by the CRTC are just and reasonable as required by the Telecommunications Act as we believe they are below cost. On September 13, 2019, Rogers, in conjunction with the other large Canadian cable companies (Cable Carriers), filed a motion for Leave to Appeal pursuant to Section 64(1) of the Telecommunications Act with the Federal Court of Appeal (Court) and an associated motion for an interlocutory Stay of the CRTC Order. The Cable Carriers also filed an appeal to Cabinet and a review and vary application back to the CRTC. On September 27, 2019, the Court granted an Interim Stay suspending the Order until the Court rules on the Cable Carriers’ motion for an interlocutory Stay of the CRTC’s Order pending the Court’s determination of the Cable Carriers’ motion for Leave to Appeal. On November 22, 2019, the Court granted Leave to Appeal and an interlocutory Stay of the CRTC Order. The appeal was heard in June 2020. On September 10, 2020, the Court dismissed the Cable Carriers' appeal and simultaneously vacated the interlocutory Stay previously granted. On September 28, 2020, the CRTC issued a Stay of Order 2019-288 pending review of the appropriateness of the rates established in the Order.

Due to the CRTC's issuance of the Stay, and the significant uncertainty surrounding both the outcome and the amount, if any, we could ultimately have to repay to the resellers, we have not recorded a liability for this contingency at this time. The CRTC’s order as drafted would have resulted in a refund of amounts previously billed to the resellers of approximately $195 million, representing the impact on a retroactive basis from March 31, 2016 to September 30, 2020. We estimate the ongoing impact would be between $10 and $15 million per quarter.

Outcome of proceedings

The outcome of all the proceedings and claims against us, including the matter described above, is subject to future resolution that includes the uncertainties of litigation. It is not possible for us to predict the result or magnitude of the claims due to the various factors and uncertainties involved in the legal process. Based on information currently known to us, we believe it is not probable that the ultimate resolution of any of these proceedings and claims, individually or in total, will have a material adverse effect on our business, financial results, or financial condition. If circumstances change and it becomes probable that we will be held liable for claims against us, we will recognize a provision during



Rogers Communications Inc.	27	Third Quarter 2020

the period in which the change in probability occurs, which could be material to our Consolidated Statements of Income or Consolidated Statements of Financial Position.

Critical Accounting Policies and Estimates

See our 2019 Annual MD&A and our 2019 Annual Audited Consolidated Financial Statements and notes thereto for a discussion of the accounting policies and estimates that are critical to the understanding of our business operations and the results of our operations.

New accounting pronouncements adopted in 2020

We adopted the following accounting standards and amendments that were effective for our interim and annual consolidated financial statements commencing January 1, 2020. These changes did not have a material impact on our financial results and are not expected to have a material impact in the future.


•	Changes to the Conceptual Framework, seeking to provide improvements to concepts surrounding various financial reporting considerations and existing IFRS standards.


•	Amendments to IAS 1, Presentation of Financial Statements and IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, clarifying the definition of "material".

•

Amendments to IFRS 9, Financial Instruments (IFRS 9), IAS 39, Financial Instruments: Recognition and Measurement (IAS 39), and IFRS 7, Financial Instruments: Disclosures (IFRS 7), Interest Rate Benchmark Reform, detailing the fundamental reform of major interest rate benchmarks being undertaken globally to replace or redefine Inter-Bank Offered Rates (IBORs) with alternative nearly risk-free benchmark rates (referred to as "IBOR reform"). There is significant uncertainty over the timing of when the replacements for IBORs will be effective and what those replacements will be. We will actively monitor the IBOR reform and consider circumstances as we renew or enter into new financial instrument contracts.

Recent accounting pronouncements not yet adopted

The IASB has issued the following new standard that will become effective in a future year and is not expected to have an impact on our consolidated financial statements in future periods.


•	IFRS 17, Insurance Contracts, a replacement of IFRS 4, Insurance Contracts, that aims to provide consistency in the application of accounting for insurance contracts.

Transactions with related parties

We have entered into business transactions with Transcontinental Inc., a company that provides us with printing services. Isabelle Marcoux, C.M., is chair of the board of Transcontinental Inc. and a Director of RCI.

We recognize these transactions at the amounts agreed to by the related parties, which are also reviewed by the Audit and Risk Committee. The amounts owing for these services are unsecured, interest-free, and due for payment in cash within one month of the date of the transaction. Below is a summary of the related party activity for the business transactions described above.



	Three months ended September 30		Nine months ended September 30
(In millions of dollars)	2020	2019	2020	2019

Printing services	1	1	2	5

We have also entered into certain transactions with our controlling shareholder and companies it controls. These transactions are subject to formal agreements approved by the Audit and Risk Committee. Total amounts paid to these related parties generally reflect the charges to Rogers for occasional business use of aircraft, net of other administrative services, and were less than $1 million for the three and nine months ended September 30, 2020 and 2019.

Controls and procedures

There have been no changes in our internal controls over financial reporting this quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Seasonality

Our operating results generally vary from quarter to quarter as a result of changes in general economic conditions and seasonal fluctuations, among other things, in each of our reportable segments. This means our results in one quarter are not necessarily indicative of how we will perform in a future quarter. Wireless, Cable, and Media each have unique seasonal aspects to, and certain other historical trends in, their businesses. For specific discussions of the seasonal trends affecting our reportable segments, refer to our 2019 Annual MD&A. The COVID-19 pandemic has significantly affected our operating results this year in addition to the typical seasonal fluctuations in our business. Most notably in our Media



Rogers Communications Inc.	28	Third Quarter 2020

business, major professional sports leagues postponed and contracted their seasons between March and July, causing sports-related revenue and expenses, such as programming rights amortization, to be recognized during the three months ended September 30, 2020 instead of earlier, as is typical.

Estimation Uncertainty

On March 11, 2020, the World Health Organization recognized the outbreak of COVID-19 as a pandemic and we have been closely monitoring related developments and the impact on our business. Due to the uncertainty surrounding the duration and potential outcomes of the COVID-19 pandemic, and the unpredictable and continuously changing impacts and related government responses, there is more uncertainty associated with our assumptions, expectations, and estimates. We believe the most significantly affected estimates are related to our expected credit losses and allowance for doubtful accounts and as a result, in the second quarter, we recognized an incremental $90 million in bad debt expense on our accounts receivable, financing receivables, and contract assets based on changing economic conditions.



Rogers Communications Inc.	29	Third Quarter 2020

Key Performance Indicators

We measure the success of our strategy using a number of key performance indicators that are defined and discussed in our 2019 Annual MD&A and this MD&A. We believe these key performance indicators allow us to appropriately measure our performance against our operating strategy and against the results of our peers and competitors. The following key performance indicators are not measurements in accordance with IFRS and should not be considered alternatives to net income or any other measure of performance under IFRS. They include:


•	subscriber counts;


•	Wireless;


•	Cable; and


•	homes passed (Cable);


•	Wireless subscriber churn (churn);


•	Wireless blended average billings per user (ABPU);


•	Wireless blended average revenue per user

(ARPU);


•	Cable average revenue per account (ARPA);


•	Cable customer relationships;


•	Cable market penetration (penetration);


•	capital intensity; and


•	total service revenue.

Effective January 1, 2020, we updated the key performance indicators we present for our Cable segment to align our external reporting with the focus of our internal business strategy as a result of the convergence of technologies used to deliver Internet and television services, including the continued adoption of Ignite TV. We have begun disclosing Cable average revenue per account (ARPA), customer relationships, and market penetration as defined below. Additionally, we have amended the definition of our subscriber counts for Television to include only Ignite TVand renamed the metric accordingly as a result of shifting our product offering to focus on IPTV. Finally, we have ceased reporting Phone subscribers and total service units as our Phone product is increasingly being bundled with our Internet and Television products for a very low incremental cost. These changes have been made to align our external disclosure with the focus of the business and our strategy. Our updated definitions are as follows:

SUBSCRIBER COUNTS

Subscriber count (Cable)


•	Cable Ignite TV and Internet subscribers are represented by a dwelling unit.


•	When there is more than one unit in a single dwelling, such as an apartment building, each tenant with cable service is counted as an individual subscriber, whether the service is invoiced separately or included in the tenant's rent. Institutional units, such as hospitals or hotels, are each considered one subscriber.


•	Cable Ignite TV and Internet subscribers include only those subscribers who have service installed and operating, and who are being billed accordingly.


•	Subscriber counts exclude certain business services delivered over our fibre network and data centre infrastructure, and circuit-switched local and long distance voice services and legacy data services where access is delivered using leased third-party network elements and tariffed ILEC services.

CUSTOMER RELATIONSHIPS

Customer relationships are represented by dwelling units where at least one of our Cable services (i.e. Internet, legacy television or Ignite TV, and/or home phone) are installed and operating, and the service or services are billed accordingly. When there is more than one unit in one dwelling, such as an apartment building, each tenant with at least one of our Cable services is counted as an individual customer relationship, whether the service is invoiced separately or included in the tenant's rent. Institutional units, like hospitals or hotels, are each considered one customer relationship.

AVERAGE REVENUE PER ACCOUNT (CABLE)

Average revenue per account (ARPA) measures total average spending by a single customer account on Cable products. We use it to identify trends and measure our success in attracting and retaining multiple-service accounts. We calculate ARPA by dividing Cable service revenue by the average total number of customer relationships for the same period.

MARKET PENETRATION

Market penetration (penetration) measures our success at attracting new households to our brands and products within our network footprint. Market penetration is calculated by dividing customer relationships by homes passed. An increasing market penetration rate reflects more new customer relationships than new homes passed.



Rogers Communications Inc.	30	Third Quarter 2020

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 or related performance measure	Why we use it		How we calculate it	Most comparable IFRS financial 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.	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
	●	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 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.	Adjusted EBITDA deduct capital expenditures; interest on borrowings net of capitalized interest; and cash income taxes.	Cash provided by operating activities
Free cash flow	●	We believe that some investors and analysts use free cash flow to value a business and its underlying assets.		Cash provided by operating activities
Adjusted net debt	●	To conduct valuation-related analysis and make decisions about capital structure.	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
Adjusted net debt	●	We believe this helps investors and analysts analyze our enterprise and equity value and assess our leverage.		Long-term debt
Debt leverage ratio	●	To conduct valuation-related analysis and make decisions about capital structure.	Adjusted net debt (defined above) divided by 12-month trailing adjusted EBITDA (defined above).	Long-term debt divided by net income
Debt leverage ratio	●	We believe this helps investors and analysts analyze our enterprise and equity value and assess our leverage.		Long-term debt divided by net income



Rogers Communications Inc.	31	Third Quarter 2020

Reconciliation of adjusted EBITDA



	Three months ended September 30		Nine months ended September 30
(In millions of dollars)	2020	2019	2020		2019

Net income	512	593	1,143		1,575
Add:
Income tax expense	189	219	408		544
Finance costs	219	215	653		610
Depreciation and amortization	663	627	1,952		1,850

EBITDA	1,583	1,654	4,156		4,579
Add (deduct):
Other expense (income)	6	16	(1	)	2
Restructuring, acquisition and other	49	42	112		101

Adjusted EBITDA	1,638	1,712	4,267		4,682

Reconciliation of adjusted EBITDA margin



	Three months ended September 30				Nine months ended September 30
(In millions of dollars, except margins)	2020		2019		2020		2019

Adjusted EBITDA	1,638		1,712		4,267		4,682
Divided by: total revenue	3,665		3,754		10,236		11,121

Adjusted EBITDA margin	44.7	%	45.6	%	41.7	%	42.1	%

Reconciliation of adjusted net income



	Three months ended September 30				Nine months ended September 30
(In millions of dollars)	2020		2019		2020		2019

Net income	512		593		1,143		1,575
Add (deduct):
Restructuring, acquisition and other	49		42		112		101
Income tax impact of above items	(13	)	(13	)	(30	)	(29	)
Income tax adjustment, legislative tax change	—		—		—		(23	)

Adjusted net income	548		622		1,225		1,624



Rogers Communications Inc.	32	Third Quarter 2020

Reconciliation of adjusted earnings per share



	Three months ended September 30				Nine months ended September 30
(In millions of dollars, except per share amounts; number of shares outstanding in millions)	2020		2019		2020		2019

Adjusted basic earnings per share:
Adjusted net income	548		622		1,225		1,624
Divided by:
Weighted average number of shares outstanding	505		511		505		513

Adjusted basic earnings per share		$1.09		$1.22		$2.43		$3.17

Adjusted diluted earnings per share:
Diluted adjusted net income	545		613		1,208		1,618
Divided by:
Diluted weighted average number of shares outstanding	506		513		506		514

Adjusted diluted earnings per share		$1.08		$1.19		$2.39		$3.15

Reconciliation of free cash flow



	Three months ended September 30				Nine months ended September 30
(In millions of dollars)	2020		2019		2020		2019

Cash provided by operating activities	986		1,305		3,374		3,360
Add (deduct):
Capital expenditures	(504	)	(657	)	(1,656	)	(2,016	)
Interest on borrowings, net of capitalized interest	(191	)	(189	)	(570	)	(540	)
Interest paid	216		222		614		581
Restructuring, acquisition and other	49		42		112		101
Program rights amortization	(16	)	(17	)	(54	)	(58	)
Net change in contract asset balances	(363	)	26		(1,079	)	55
Net change in financing receivable balances	521		24		1,071		24
Change in non-cash operating working capital items	198		45		29		267
Other adjustments	(28	)	(34	)	(43	)	7

Free cash flow	868		767		1,798		1,781



Rogers Communications Inc.	33	Third Quarter 2020

Reconciliation of adjusted net debt and debt leverage ratio



	As at September 30		As at December 31
(In millions of dollars)	2020		2019

Current portion of long-term debt	1,450		—
Long-term debt	17,297		15,967
Deferred transaction costs and discounts	175		163
	18,922		16,130
Add (deduct):
Net debt derivative assets	(2,155	)	(1,383	)
Credit risk adjustment related to net debt derivative assets	(86	)	(31	)
Short-term borrowings	982		2,238
Current portion of lease liabilities	268		230
Lease liabilities	1,560		1,495
Cash and cash equivalents	(2,248	)	(494	)

Adjusted net debt	17,243		18,185



	As at September 30	As at December 31
(In millions of dollars, except ratios)	2020	2019

Adjusted net debt	17,243	18,185
Divided by: trailing 12-month adjusted EBITDA	5,797	6,212

Debt leverage ratio	3.0	2.9



Rogers Communications Inc.	34	Third Quarter 2020

Other Information

Consolidated financial results - quarterly summary

Below is a summary of our consolidated results for the past eight quarters.



	2020									2019												2018 ¹
(In millions of dollars, except per share amounts)	Q3			Q2			Q1			Q4			Q3			Q2			Q1			Q4
Revenue
Wireless	2,228			1,934			2,077			2,493			2,324			2,244			2,189			2,464
Cable	988			966			973			987			994			997			976			989
Media	489			296			412			530			483			591			468			540
Corporate items and intercompany eliminations	(40		)	(41		)	(46		)	(58		)	(47		)	(52		)	(46		)	(55		)
Total revenue	3,665			3,155			3,416			3,952			3,754			3,780			3,587			3,938
Total service revenue ²	3,086			2,797			3,049			3,244			3,233			3,345			3,143			3,276

Adjusted EBITDA ³
Wireless	1,089			918			1,026			1,064			1,138			1,128			1,015			1,028
Cable	508			454			453			497			499			478			445			489
Media	89			(35		)	(85		)	22			130			72			(84		)	40
Corporate items and intercompany eliminations	(48		)	(43		)	(59		)	(53		)	(55		)	(43		)	(41		)	(36		)
Adjusted EBITDA	1,638			1,294			1,335			1,530			1,712			1,635			1,335			1,521
Deduct (add):
Depreciation and amortization	663			650			639			638			627			614			609			564
Restructuring, acquisition and other	49			42			21			38			42			39			20			94
Finance costs	219			214			220			230			215			206			189			205
Other expense (income)	6			7			(14		)	(12		)	16			(1		)	(13		)	(26		)
Net income before income tax expense	701			381			469			636			812			777			530			684
Income tax expense	189			102			117			168			219			186			139			182
Net income	512			279			352			468			593			591			391			502

Earnings per share:
Basic		$1.01			$0.55			$0.70			$0.92			$1.16			$1.15			$0.76			$0.97
Diluted		$1.01			$0.54			$0.68			$0.92			$1.14			$1.15			$0.76			$0.97

Net income	512			279			352			468			593			591			391			502
Add (deduct):
Restructuring, acquisition and other	49			42			21			38			42			39			20			94
Loss on bond forward derivatives	—			—			—			—			—			—			—			21
Loss on repayment of long-term debt	—			—			—			19			—			—			—			—
Income tax impact of above items	(13		)	(11		)	(6		)	(14		)	(13		)	(10		)	(6		)	(32		)
Income tax adjustment, legislative tax change	—			—			—			—			—			(23		)	—			—
Adjusted net income ³	548			310			367			511			622			597			405			585

Adjusted earnings per share ³:
Basic		$1.09			$0.61			$0.73			$1.00			$1.22			$1.17			$0.79			$1.14
Diluted		$1.08			$0.60			$0.71			$1.00			$1.19			$1.16			$0.78			$1.13

Capital expenditures	504			559			593			791			657			742			617			828
Cash provided by operating activities	986			1,429			959			1,166			1,305			1,057			998			1,051
Free cash flow ³	868			468			462			497			767			609			405			471


¹	2018 reported figures have not been restated applying IFRS 16. See our 2019 Annual MD&A for more information.


²	As defined. See "Key Performance Indicators".



Rogers Communications Inc.	35	Third Quarter 2020

Summary of financial information 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:



Three months ended September 30	RCI ^1,2		RCCI ^1,2		Non-guarantor subsidiaries ^1,2		Consolidating adjustments ^1,2				Total
(unaudited) (In millions of dollars)	2020	2019	2020	2019	2020	2019	2020		2019		2020	2019
Selected Statements of Income data measure:
Revenue	—	—	3,191	3,299	519	505	(45	)	(50	)	3,665	3,754
Net income (loss)	512	593	390	461	69	140	(459	)	(601	)	512	593



Nine months ended September 30	RCI ^1,2		RCCI ^1,2		Non-guarantor subsidiaries ^1,2		Consolidating adjustments ^1,2				Total
(unaudited) (In millions of dollars)	2020	2019	2020	2019	2020	2019	2020		2019		2020	2019
Selected Statements of Income data measure:
Revenue	—	—	9,111	9,671	1,267	1,603	(142	)	(153	)	10,236	11,121
Net income (loss)	1,143	1,575	988	1,322	123	159	(1,111	)	(1,481	)	1,143	1,575



As at period end	RCI ^1,2		RCCI ^1,2		Non-guarantor subsidiaries ^1,2		Consolidating adjustments ^1,2				Total
(unaudited) (In millions of dollars)	Sep. 30 2020	Dec. 31 2019	Sep. 30 2020	Dec. 31 2019	Sep. 30 2020	Dec. 31 2019	Sep. 30 2020		Dec. 31 2019		Sep. 30 2020	Dec. 31 2019
Selected Statements of Financial Position data measure:
Current assets	27,141	26,571	26,091	24,447	9,776	10,552	(56,552	)	(56,453	)	6,456	5,117
Non-current assets	31,817	30,048	24,517	26,342	3,716	3,710	(27,496	)	(28,198	)	32,554	31,902
Current liabilities	26,886	26,550	28,023	29,201	9,271	8,278	(58,162	)	(58,065	)	6,018	5,964
Non-current liabilities	19,248	17,869	4,911	4,938	142	138	(1,345	)	(1,306	)	22,956	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.



Rogers Communications Inc.	36	Third Quarter 2020

About Forward-Looking Information

This MD&A includes "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws (collectively, "forward-looking information"), and assumptions about, among other things, our business, operations, and financial performance and condition approved by our management on the date of this MD&A. This forward-looking information and these assumptions include, but are not limited to, statements about our objectives and strategies to achieve those objectives, and about our beliefs, plans, expectations, anticipations, estimates, or intentions.

Forward-looking information


•	typically includes words like could, expect, may, anticipate, assume, believe, intend, estimate, plan, project, guidance, outlook, target, and similar expressions, although not all forward-looking information includes them;


•	includes conclusions, forecasts, and projections that are based on our current objectives and strategies and on estimates, expectations, assumptions, and other factors, most of which are confidential and proprietary and that we believe to have been reasonable at the time they were applied but may prove to be incorrect; and


•	was approved by our management on the date of this MD&A.

Our forward-looking information includes forecasts and projections related to the following items, some of which are non-GAAP measures (see "Non-GAAP Measures and Related Performance Measures"), among others:


•	revenue;


•	total service revenue;


•	adjusted EBITDA;


•	capital expenditures;


•	cash income tax payments;


•	free cash flow;


•	dividend payments;


•	the growth of new products and services;


•	expected growth in subscribers and the services to which they subscribe;


•	the cost of acquiring and retaining subscribers and deployment of new services;


•	continued cost reductions and efficiency improvements;


•	traction against our debt leverage ratio;


•	statements relating to plans we have implemented in response to COVID-19 and its impact on us; and


•	all other statements that are not historical facts.

Our conclusions, forecasts, and projections are based on the following factors, among others:


•	general economic and industry growth rates;


•	currency exchange rates and interest rates;


•	product pricing levels and competitive intensity;


•	subscriber growth;


•	pricing, usage, and churn rates;


•	changes in government regulation;


•	technology deployment;


•	availability of devices;


•	timing of new product launches;


•	content and equipment costs;


•	the integration of acquisitions;


•	industry structure and stability; and


•	the impact of COVID-19 on our operations, liquidity, financial condition, or results.

Except as otherwise indicated, this MD&A and our forward-looking information do not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations, or other transactions that may be considered or announced or may occur after the date on which the statement containing the forward-looking information is made.

Risks and uncertainties

Actual events and results can be substantially different from what is expressed or implied by forward-looking information as a result of risks, uncertainties, and other factors, many of which are beyond our control, including, but not limited to:


•	regulatory changes;


•	technological changes;


•	economic, geopolitical, and other conditions affecting commercial activity;


•	unanticipated changes in content or equipment costs;


•	changing conditions in the entertainment, information, and communications industries;


•	the integration of acquisitions;


•	litigation and tax matters;


•	the level of competitive intensity;


•	the emergence of new opportunities;


•	external threats, such as epidemics, pandemics, and other public health crises, natural disasters, or cyberattacks, among others; and


•	new interpretations and new accounting standards from accounting standards bodies.

These factors can also affect our objectives, strategies, and intentions. Many of these factors are beyond our control or our current expectations or knowledge. Should one or more of these risks, uncertainties, or other factors materialize, our objectives, strategies, or intentions change, or any other factors or assumptions underlying the forward-looking information prove incorrect, our actual results and our plans could vary significantly from what we currently foresee.



Rogers Communications Inc.	37	Third Quarter 2020

Accordingly, we warn investors to exercise caution when considering statements containing forward-looking information and caution them that it would be unreasonable to rely on such statements as creating legal rights regarding our future results or plans. We are under no obligation (and we expressly disclaim any such obligation) to update or alter any statements containing forward-looking information or the factors or assumptions underlying them, whether as a result of new information, future events, or otherwise, except as required by law. All of the forward-looking information in this MD&A is qualified by the cautionary statements herein.

Before making an investment decision

Before making any investment decisions and for a detailed discussion of the risks, uncertainties, and environment associated with our business, its operations, and its financial performance and condition, fully review the sections of this MD&A entitled "Updates to Risks and Uncertainties" and "Regulatory Developments" and fully review the sections in our 2019 Annual MD&A entitled "Regulation in Our Industry" and "Governance and Risk Management", as well as our various other filings with Canadian and US securities regulators, which can be found at sedar.com and sec.gov, respectively. Information on or connected to sedar.com, sec.gov, our website, or any other website referenced in this document is not part of or incorporated into this MD&A.

# # #



Rogers Communications Inc.	38	Third Quarter 2020

Exhibit 99.2

Rogers Communications Inc.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Three and nine months ended September 30, 2020 and 2019



Rogers Communications Inc.	1	Third Quarter 2020

Rogers Communications Inc.

Interim Condensed Consolidated Statements of Income

(In millions of Canadian dollars, except per share amounts, unaudited)



		Three months ended September 30		Nine months ended September 30
	Note	2020	2019	2020		2019

Revenue	4	3,665	3,754	10,236		11,121

Operating expenses:
Operating costs	5	2,027	2,042	5,969		6,439
Depreciation and amortization		663	627	1,952		1,850
Restructuring, acquisition and other	6	49	42	112		101
Finance costs	7	219	215	653		610
Other expense (income)	8	6	16	(1	)	2

Income before income tax expense		701	812	1,551		2,119
Income tax expense		189	219	408		544

Net income for the period		512	593	1,143		1,575

Earnings per share:
Basic	9	$1.01	$1.16	$2.26		$3.07
Diluted	9	$1.01	$1.14	$2.23		$3.05

The accompanying notes are an integral part of the interim condensed consolidated financial statements.



Rogers Communications Inc.	2	Third Quarter 2020

Rogers Communications Inc.

Interim Condensed Consolidated Statements of Comprehensive Income

(In millions of Canadian dollars, unaudited)



	Three months ended September 30				Nine months ended September 30
	2020		2019		2020		2019

Net income for the period	512		593		1,143		1,575

Other comprehensive (loss) income:

Items that will not be reclassified to income:
Equity investments measured at fair value through other comprehensive income (FVTOCI):
Increase (decrease) in fair value	163		202		(142	)	638
Related income tax (expense) recovery	(22	)	(27	)	18		(87	)

Equity investments measured at FVTOCI	141		175		(124	)	551

Items that may subsequently be reclassified to income:
Cash flow hedging derivative instruments:
Unrealized (loss) gain in fair value of derivative instruments	(681	)	653		806		319
Reclassification to net income of loss (gain) on debt derivatives	265		(114	)	(270	)	262
Reclassification to net income or property, plant and equipment of gain on expenditure derivatives	(5	)	(17	)	(41	)	(51	)
Reclassification to net income for accrued interest	(11	)	(11	)	(40	)	(35	)
Related income tax recovery (expense)	98		(102	)	(96	)	(62	)

Cash flow hedging derivative instruments	(334	)	409		359		433

Share of other comprehensive (loss) income of equity-accounted investments, net of tax	(3	)	1		—		(5	)

Other comprehensive (loss) income for the period	(196	)	585		235		979

Comprehensive income for the period	316		1,178		1,378		2,554

The accompanying notes are an integral part of the interim condensed consolidated financial statements.



Rogers Communications Inc.	3	Third Quarter 2020

Rogers Communications Inc.

Interim Condensed Consolidated Statements of Financial Position

(In millions of Canadian dollars, unaudited)



		As at September 30	As at December 31
	Note	2020	2019


Assets
Current assets:
Cash and cash equivalents		2,248	494
Accounts receivable		1,804	2,304
Inventories		460	460
Current portion of contract assets		736	1,234
Other current assets		1,144	524
Current portion of derivative instruments	10	64	101
Total current assets		6,456	5,117

Property, plant and equipment		13,940	13,934
Intangible assets		8,891	8,905
Investments	11	2,711	2,830
Derivative instruments	10	2,143	1,478
Contract assets		140	557
Other long-term assets		789	275
Goodwill		3,940	3,923

Total assets		39,010	37,019

Liabilities and shareholders' equity
Current liabilities:
Short-term borrowings	12	982	2,238
Accounts payable and accrued liabilities		2,494	3,033
Income tax payable		374	48
Other current liabilities		115	141
Contract liabilities		302	224
Current portion of long-term debt	13	1,450	—
Current portion of lease liabilities	14	268	230
Current portion of derivative instruments	10	33	50
Total current liabilities		6,018	5,964

Provisions		37	36
Long-term debt	13	17,297	15,967
Derivative instruments	10	37	90
Lease liabilities	14	1,560	1,495
Other long-term liabilities		660	614
Deferred tax liabilities		3,365	3,437
Total liabilities		28,974	27,603

Shareholders' equity	15	10,036	9,416

Total liabilities and shareholders' equity		39,010	37,019

Subsequent event	15
Contingent liabilities	18

The accompanying notes are an integral part of the interim condensed consolidated financial statements.



Rogers Communications Inc.	4	Third Quarter 2020

Rogers Communications Inc.

Interim Condensed Consolidated Statements of Changes in Shareholders' Equity

(In millions of Canadian dollars, except number of shares, unaudited)



	Class A Voting Shares		Class B Non-Voting Shares
Nine months ended September 30, 2020	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, 2020	71	111,154	397	393,771	7,419		1,265		263	1	9,416
Net income for the period	—	—	—	—	1,143		—		—	—	1,143

Other comprehensive income (loss):
FVTOCI investments, net of tax	—	—	—	—	—		(124	)	—	—	(124	)
Derivative instruments accounted for as hedges, net of tax	—	—	—	—	—		—		359	—	359
Total other comprehensive income (loss)	—	—	—	—	—		(124	)	359	—	235
Comprehensive income for the period	—	—	—	—	1,143		(124	)	359	—	1,378

Reclassification to retained earnings for disposition of FVTOCI investments	—	—	—	—	4		(4	)	—	—	—

Transactions with shareholders recorded directly in equity:
Dividends declared	—	—	—	—	(758	)	—		—	—	(758	)
Total transactions with shareholders	—	—	—	—	(758	)	—		—	—	(758	)

Balances, September 30, 2020	71	111,154	397	393,771	7,808		1,137		622	1	10,036



	Class A Voting Shares			Class B Non-Voting Shares
Nine months ended September 30, 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	—	—		—		—		1,575		—		—		—		1,575

Other comprehensive income (loss):
FVTOCI investments, net of tax	—	—		—		—		—		551		—		—		551
Derivative instruments accounted for as hedges, net of tax	—	—		—		—		—		—		433		—		433
Share of equity-accounted investments, net of tax	—	—		—		—		—		—		—		(5	)	(5	)
Total other comprehensive income (loss)	—	—		—		—		—		551		433		(5	)	979
Comprehensive income for the period	—	—		—		—		1,575		551		433		(5	)	2,554

Reclassification to retained earnings for disposition of FVTOCI investments	—	—		—		—		16		(16	)	—		—		—

Transactions with shareholders recorded directly in equity:
Repurchase of Class B Non-Voting Shares	—	—		(4	)	(4,273	)	(294	)	—		—		—		(298	)
Dividends declared	—	—		—		—		(769	)	—		—		—		(769	)
Share class exchange	—	(1	)	—		1		—		—		—		—		—
Total transactions with shareholders	—	(1	)	(4	)	(4,272	)	(1,063	)	—		—		—		(1,067	)

Balances, September 30, 2019	71	111,154		402		399,385		7,687		1,171		308		4		9,643

The accompanying notes are an integral part of the interim condensed consolidated financial statements.



Rogers Communications Inc.	5	Third Quarter 2020

Rogers Communications Inc.

Interim Condensed Consolidated Statements of Cash Flows

(In millions of Canadian dollars, unaudited)



		Three months ended September 30				Nine months ended September 30
	Note	2020		2019		2020		2019
Operating activities:
Net income for the period		512		593		1,143		1,575
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		663		627		1,952		1,850
Program rights amortization		16		17		54		58
Finance costs	7	219		215		653		610
Income tax expense		189		219		408		544
Post-employment benefits contributions, net of expense		42		33		(26	)	(82	)
Net change in contract asset balances		363		(26	)	1,079		(55	)
Net change in financing receivable balances	4	(521	)	(24	)	(1,071	)	(24	)
Other		(8	)	17		68		77
Cash provided by operating activities before changes in non-cash working capital items, income taxes paid, and interest paid		1,475		1,671		4,260		4,553
Change in non-cash operating working capital items	19	(198	)	(45	)	(29	)	(267	)
Cash provided by operating activities before income taxes paid and interest paid		1,277		1,626		4,231		4,286
Income taxes paid		(75	)	(99	)	(243	)	(345	)
Interest paid		(216	)	(222	)	(614	)	(581	)

Cash provided by operating activities		986		1,305		3,374		3,360

Investing activities:
Capital expenditures		(504	)	(657	)	(1,656	)	(2,016	)
Additions to program rights		(23	)	(15	)	(45	)	(29	)
Changes in non-cash working capital related to capital expenditures and intangible assets		20		(63	)	(134	)	(144	)
Acquisitions and other strategic transactions, net of cash acquired		(8	)	—		(8	)	(1,731	)
Other		(32	)	11		(60	)	1

Cash used in investing activities		(547	)	(724	)	(1,903	)	(3,919	)

Financing activities:
Net proceeds received from (repayments of) short-term borrowings	12	325		(311	)	(1,402	)	(523	)
Net issuance of long-term debt	13	—		—		2,540		2,276
Net (payments) proceeds on settlement of debt derivatives and forward contracts	10	—		(22	)	80		(126	)
Principal payments of lease liabilities	14	(57	)	(45	)	(155	)	(124	)
Transaction costs incurred	13	(1	)	—		(22	)	(33	)
Repurchase of Class B Non-Voting Shares	15	—		(89	)	—		(294	)
Dividends paid		(253	)	(256	)	(758	)	(760	)

Cash provided by (used in) financing activities		14		(723	)	283		416

Change in cash and cash equivalents		453		(142	)	1,754		(143	)
Cash and cash equivalents, beginning of period		1,795		404		494		405

Cash and cash equivalents, end of period		2,248		262		2,248		262

The accompanying notes are an integral part of the interim condensed consolidated financial statements.



Rogers Communications Inc.	6	Third Quarter 2020



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

NOTE 1: NATURE OF THE BUSINESS

Rogers Communications Inc. is a diversified Canadian communications and media company. Substantially all of our operations and sales are in Canada. RCI is incorporated in Canada and its registered office is located at 333 Bloor Street East, Toronto, Ontario, M4W 1G9. RCI's shares are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI).

We report our results of operations in three reportable segments. Each segment and the nature of its business is as follows:



Segment	Principal activities
Wireless	Wireless telecommunications operations for Canadian consumers and businesses.
Cable	Cable telecommunications operations, including Internet, television, telephony (phone), and smart home monitoring services for Canadian consumers and businesses, and network connectivity through our fibre network and data centre assets to support a range of voice, data, networking, hosting, and cloud-based services for the business, public sector, and carrier wholesale markets.
Media	A diversified portfolio of media properties, including sports media and entertainment, television and radio broadcasting, specialty channels, multi-platform shopping, and digital media.

During the nine months ended September 30, 2020, Wireless and Cable were operated by our wholly owned subsidiary, Rogers Communications Canada Inc. (RCCI), and certain other wholly owned subsidiaries. Media was operated by our wholly owned subsidiary, Rogers Media Inc., and its subsidiaries.

Our operating results are subject to seasonal fluctuations that materially impact quarter-to-quarter operating results and thus, one quarter's operating results are not necessarily indicative of a subsequent quarter's operating results. These typical fluctuations are described in note 1 to our annual audited consolidated financial statements for the year ended December 31, 2019 (2019 financial statements). The COVID-19 pandemic has significantly affected our operating results this year in addition to the typical seasonal fluctuations in our business. Most notably in our Media business, major professional sports leagues postponed and contracted their seasons between March and July, causing sports-related revenue and expenses, such as programming rights amortization, to be recognized during the three months ended September 30, 2020 instead of earlier, as is typical.

Statement of Compliance

We prepared our interim condensed consolidated financial statements for the three and nine months ended September 30, 2020 (third quarter 2020 interim financial statements) in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB), following the same accounting policies and methods of application as those disclosed in our 2019 financial statements with the exception of new accounting policies that were adopted on January 1, 2020 as described in note 2. These third quarter 2020 interim financial statements were approved by RCI's Board of Directors (the Board) on October 21, 2020.

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The notes presented in these third quarter 2020 interim financial statements include only significant transactions and changes occurring for the nine months since our year-end of December 31, 2019 and do not include all disclosures required by International Financial Reporting Standards (IFRS) as issued by the IASB for annual financial statements. These third quarter 2020 interim financial statements should be read in conjunction with the 2019 financial statements.

All dollar amounts are in Canadian dollars unless otherwise stated.

Estimation Uncertainty



Rogers Communications Inc.	7	Third Quarter 2020



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

allowance for doubtful accounts and as a result, for the nine months ended September 30, 2020, we have recognized an incremental $90 million in bad debt expense on our accounts receivable, financing receivables, and contract assets based on changing economic conditions.

New Accounting Pronouncements Adopted in 2020


•	Changes to the Conceptual Framework, seeking to provide improvements to concepts surrounding various financial reporting considerations and existing IFRS standards.


•	Amendments to IAS 1, Presentation of Financial Statements and IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, clarifying the definition of "material".

•

Recent Accounting Pronouncements Not Yet Adopted

The IASB has issued the following new standard that will become effective in a future year and is not expected to have an impact on our consolidated financial statements in future periods.


•	IFRS 17, Insurance Contracts, a replacement of IFRS 4, Insurance Contracts, that aims to provide consistency in the application of accounting for insurance contracts.

NOTE 3: SEGMENTED INFORMATION

Our reportable segments are Wireless, Cable, and Media. All three segments operate substantially in Canada. Corporate items and eliminations include our interests in businesses that are not reportable operating segments, corporate administrative functions, and eliminations of inter-segment revenues and costs. We follow the same accounting policies for our segments as those described in note 2 of our 2019 financial statements. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. We account for transactions between reportable segments in the same way we account for transactions with external parties, however eliminate them on consolidation.

The Chief Executive Officer and Chief Financial Officer of RCI are, collectively, our chief operating decision maker and regularly review our operations and performance by segment. They review adjusted EBITDA as the key measure of profit for the purpose of assessing performance of each segment and to make decisions about the allocation of resources. Adjusted EBITDA is defined as income before depreciation and amortization; (gain) loss on disposition of property, plant and equipment; restructuring, acquisition and other; finance costs; other (income) expense; and income tax expense.

Information by Segment



Three months ended September 30, 2020	Note	Wireless	Cable	Media	Corporate items and eliminations		Consolidated totals
(In millions of dollars)

Revenue	4	2,228	988	489	(40	)	3,665

Operating costs	5	1,139	480	400	8		2,027

Adjusted EBITDA		1,089	508	89	(48	)	1,638

Depreciation and amortization							663
Restructuring, acquisition and other	6						49
Finance costs	7						219
Other expense	8						6

Income before income taxes							701



Rogers Communications Inc.	8	Third Quarter 2020



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)



Three months ended September 30, 2019	Note	Wireless	Cable	Media	Corporate items and eliminations		Consolidated totals
(In millions of dollars)

Revenue	4	2,324	994	483	(47	)	3,754

Operating costs	5	1,186	495	353	8		2,042

Adjusted EBITDA		1,138	499	130	(55	)	1,712

Depreciation and amortization							627
Restructuring, acquisition and other	6						42
Finance costs	7						215
Other expense	8						16

Income before income taxes							812



Nine months ended September 30, 2020	Note	Wireless	Cable	Media		Corporate items and eliminations		Consolidated totals
(In millions of dollars)

Revenue	4	6,239	2,927	1,197		(127	)	10,236

Operating costs	5	3,206	1,512	1,228		23		5,969

Adjusted EBITDA		3,033	1,415	(31	)	(150	)	4,267

Depreciation and amortization								1,952
Restructuring, acquisition and other	6							112
Finance costs	7							653
Other income	8							(1	)

Income before income taxes								1,551



Nine months ended September 30, 2019	Note	Wireless	Cable	Media	Corporate items and eliminations		Consolidated totals
(In millions of dollars)

Revenue	4	6,757	2,967	1,542	(145	)	11,121

Operating costs	5	3,476	1,545	1,424	(6	)	6,439

Adjusted EBITDA		3,281	1,422	118	(139	)	4,682

Depreciation and amortization							1,850
Restructuring, acquisition and other	6						101
Finance costs	7						610
Other expense	8						2

Income before income taxes							2,119



Rogers Communications Inc.	9	Third Quarter 2020



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

NOTE 4: REVENUE

Disaggregation of Revenue



	Three months ended September 30				Nine months ended September 30
(In millions of dollars)	2020		2019		2020		2019

Wireless
Service revenue	1,652		1,808		4,942		5,368
Equipment revenue	576		516		1,297		1,389

Total Wireless	2,228		2,324		6,239		6,757

Cable
Service revenue	985		989		2,920		2,956
Equipment revenue	3		5		7		11

Total Cable	988		994		2,927		2,967

Total Media	489		483		1,197		1,542

Corporate items and intercompany eliminations	(40	)	(47	)	(127	)	(145	)

Total revenue	3,665		3,754		10,236		11,121

Financing Receivables

Financing receivables represent amounts owed to us under device or accessory financing agreements that have not yet been billed. Our financing receivable balances are included in "other current assets" (when they are to be billed and collected within twelve months) and "other long-term assets" on our interim condensed consolidated statements of financial position. Below is a breakdown of the financing receivable balances.



	As at September 30	As at December 31
(In millions of dollars)	2020	2019

Current financing receivables	676	72
Long-term financing receivables	507	40

Total financing receivables	1,183	112

NOTE 5: OPERATING COSTS



	Three months ended September 30		Nine months ended September 30
(In millions of dollars)	2020	2019	2020	2019

Cost of equipment sales	571	537	1,288	1,516
Merchandise for resale	61	58	177	167
Other external purchases	946	949	3,095	3,192
Employee salaries, benefits, and stock-based compensation	449	498	1,409	1,564

Total operating costs	2,027	2,042	5,969	6,439



Rogers Communications Inc.	10	Third Quarter 2020



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

NOTE 6: RESTRUCTURING, ACQUISITION AND OTHER

During the three and nine months ended September 30, 2020, we incurred $49 million and $112 million (2019 - $42 million and $101 million), respectively, in restructuring, acquisition and other expenses. In 2020, these costs were incremental, temporary employee compensation and other costs incurred in response to COVID-19 as well as severance costs associated with the targeted restructuring of our employee base. In 2019, these costs were primarily severance costs associated with the targeted restructuring of our employee base and contract termination and other costs.

NOTE 7: FINANCE COSTS



		Three months ended September 30				Nine months ended September 30
(In millions of dollars)	Note	2020		2019		2020		2019

Interest on borrowings ¹		196		194		585		554
Interest on lease liabilities	14	17		15		52		44
Interest on post-employment benefits liability		3		2		10		8
Loss (gain) on foreign exchange		6		20		115		(52	)
Change in fair value of derivative instruments		(4	)	(19	)	(113	)	54
Capitalized interest		(5	)	(5	)	(15	)	(14	)
Other		6		8		19		16

Total finance costs		219		215		653		610


¹	Interest on borrowings includes interest on short-term borrowings and on long-term debt.

NOTE 8: OTHER EXPENSE (INCOME)



	Three months ended September 30				Nine months ended September 30
(In millions of dollars)	2020		2019		2020		2019

Losses from associates and joint ventures	15		25		27		28
Other investment income	(9	)	(9	)	(28	)	(26	)

Total other expense (income)	6		16		(1	)	2

NOTE 9: EARNINGS PER SHARE



	Three months ended September 30			Nine months ended September 30
(In millions of dollars, except per share amounts)	2020		2019	2020	2019

Numerator (basic) - Net income for the period	512		593	1,143	1,575

Denominator - Number of shares (in millions):
Weighted average number of shares outstanding - basic	505		511	505	513
Effect of dilutive securities (in millions):
Employee stock options and restricted share units	1		2	1	1

Weighted average number of shares outstanding - diluted	506		513	506	514

Earnings per share:
Basic		$1.01	$1.16	$2.26	$3.07
Diluted		$1.01	$1.14	$2.23	$3.05

For the three and nine months ended September 30, 2020 and 2019, accounting for outstanding share-based payments using the equity-settled method for stock-based compensation was determined to be more dilutive than using the cash-settled method. As a result, net income for the three and nine months ended September 30, 2020 was reduced by $3 million and $17 million (2019 - $9 million and $6 million), respectively, in the diluted earnings per share calculation.



Rogers Communications Inc.	11	Third Quarter 2020



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

A total of 4,072,853 and 3,895,948 options were out of the money for the three and nine months ended September 30, 2020 (2019 - 1,077,885 and 1,040,170), respectively. These options were excluded from the calculation of the effect of dilutive securities because they were anti-dilutive.

NOTE 10: FINANCIAL INSTRUMENTS

Derivative Instruments

We use derivative instruments to manage financial risks related to our business activities. These include debt derivatives, expenditure derivatives, and equity derivatives. We only use derivatives to manage risk and not for speculative purposes.

All of our currently outstanding debt derivatives related to our senior notes, senior debentures, and lease liabilities and expenditure derivatives have been designated as hedges for accounting purposes.

Debt derivatives

We use cross-currency interest rate agreements (debt derivatives) to manage risks from fluctuations in foreign exchange rates and interest rates associated with our US dollar-denominated senior notes and debentures, lease liabilities, credit facility borrowings, and US dollar-denominated commercial paper (US CP) borrowings (see note 12). We designate the debt derivatives related to our senior notes and debentures and lease liabilities as hedges for accounting purposes against the foreign exchange risk associated with specific debt instruments. Debt derivatives related to our credit facility and US CP borrowings have not been designated as hedges for accounting purposes.

The tables below summarize the debt derivatives we entered into and settled related to our credit facility borrowings and US CP program during the three and nine months ended September 30, 2020 and 2019.



		Three months ended September 30, 2020			Nine months ended September 30, 2020
(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
Debt derivatives settled	—	—	—	970	1.406	1,364
Net cash paid			—			(21	)

US commercial paper program
Debt derivatives entered	248	1.319	327	3,116	1.332	4,150
Debt derivatives settled	2	1.326	3	4,091	1.330	5,441
Net cash received			—			101



		Three months ended September 30, 2019				Nine months ended September 30, 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	—	—	—		420	1.336	561
Debt derivatives settled	—	—	—		420	1.343	564
Net cash received			—				3

US commercial paper program
Debt derivatives entered	3,228	1.319	4,257		10,046	1.330	13,361
Debt derivatives settled	3,452	1.326	4,578		10,421	1.330	13,865
Net cash paid			(22	)			(18	)



Rogers Communications Inc.	12	Third Quarter 2020



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

Senior notes

Below is a summary of the debt derivatives into which we entered related to senior notes during the nine months ended September 30, 2020 and 2019.



(In millions of dollars, except interest rates)
		US$			Hedging effect
Effective date	Principal/Notional amount (US$)	Maturity date	Coupon rate		Fixed hedged (Cdn$) interest rate¹		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


¹	Converting from a fixed or floating US$ coupon rate to a weighted average Cdn$ fixed rate.

Lease liabilities

Below is a summary of the debt derivatives into which we entered related to our outstanding lease liabilities for the three and nine months ended September 30, 2020. We did not enter or settle any debt derivatives related to our outstanding lease liabilities during the three or nine months ended September 30, 2019.



		Three months ended September 30, 2020			Nine months ended September 30, 2020
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)

Debt derivatives entered	—	—	—	90	1.400	126
Debt derivatives settled	14	1.357	19	30	1.333	40

Expenditure derivatives

The tables below summarize the expenditure derivatives we entered into and settled during the three and nine months ended September 30, 2020 and 2019.



		Three months ended September 30, 2020			Nine months ended September 30, 2020
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)

Expenditure derivatives entered	180	1.306	235	1,266	1.356	1,717
Expenditure derivatives settled	255	1.298	331	735	1.299	955



		Three months ended September 30, 2019			Nine months ended September 30, 2019
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)

Expenditure derivatives entered	—	—	—	780	1.322	1,031
Expenditure derivatives settled	240	1.254	301	690	1.251	863



Rogers Communications Inc.	13	Third Quarter 2020



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

Equity derivatives

We did not enter into or settle any equity derivatives during the three months ended September 30, 2020 or 2019.

During the nine months ended September 30, 2020, we made net payments of $1 million to reset the weighted average price to $54.16 and reset the expiry dates to April 2021 (from April 2020) on 0.5 million equity derivatives.

During the nine months ended September 30, 2020, we entered into 0.3 million equity derivatives (2019 - nil) with a weighted average price of $56.08 (2019 - nil). During the nine months ended September 30, 2019, we settled 0.7 million equity derivatives at a weighted average price of $71.66 for net proceeds of $16 million.

Fair Values of Financial Instruments

The carrying value of cash and cash equivalents, accounts receivable, bank advances, short-term borrowings, and accounts payable and accrued liabilities approximate their fair values because of the short-term nature of these financial instruments. The carrying value of our lease liabilities approximates their fair value because the discount rate used to calculate them approximates our current borrowing rate. The carrying values of our financing receivables also approximate their fair values based on our recognition of an expected credit loss allowance.

We determine the fair value of each of our publicly traded investments using quoted market values. We determine the fair value of our private investments by using implied valuations from follow-on financing rounds, third-party sale negotiations, or using market-based approaches. These are applied appropriately to each investment depending on its future operating and profitability prospects.

The fair values of each of our public debt instruments are based on the period-end estimated market yields, or period-end trading values, where available. We determine the fair values of our debt derivatives and expenditure derivatives using an estimated credit-adjusted mark-to-market valuation by discounting cash flows to the measurement date. In the case of debt derivatives and expenditure derivatives in an asset position, the credit spread for the financial institution counterparty is added to the risk-free discount rate to determine the estimated credit-adjusted value for each derivative. For those debt derivatives and expenditure derivatives in a liability position, our credit spread is added to the risk-free discount rate for each derivative.

The fair values of our equity derivatives are based on the quoted market value of Class B Non-Voting Shares.

Our disclosure of the three-level fair value hierarchy reflects the significance of the inputs used in measuring fair value:


•	financial assets and financial liabilities in Level 1 are valued by referring to quoted prices in active markets for identical assets and liabilities;


•	financial assets and financial liabilities in Level 2 are valued using inputs based on observable market data, either directly or indirectly, other than the quoted prices; and


•	Level 3 valuations are based on inputs that are not based on observable market data.

There were no material financial instruments categorized in Level 3 as at September 30, 2020 or December 31, 2019 and there were no transfers between Level 1, Level 2, or Level 3 during the three or nine months ended September 30, 2020 or 2019.



Rogers Communications Inc.	14	Third Quarter 2020



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

Below is a summary of our financial instruments carried at fair value as at September 30, 2020 and December 31, 2019.



	Carrying value		Fair value (Level 1)		Fair value (Level 2)
	As at Sept. 30	As at Dec. 31	As at Sept. 30	As at Dec. 31	As at Sept. 30	As at Dec. 31
(In millions of dollars)	2020	2019	2020	2019	2020	2019

Financial assets
Investments, measured at fair value:
Investments in publicly traded companies	1,693	1,831	1,693	1,831	—	—
Derivatives:
Debt derivatives accounted for as cash flow hedges	2,177	1,508	—	—	2,177	1,508
Debt derivatives not accounted for as hedges	5	—	—	—	5	—
Expenditure derivatives accounted for as cash flow hedges	17	16	—	—	17	16
Equity derivatives not accounted for as hedges	8	55	—	—	8	55

Total financial assets	3,900	3,410	1,693	1,831	2,207	1,579

Financial liabilities
Derivatives:
Debt derivatives accounted for as cash flow hedges	27	96	—	—	27	96
Debt derivatives not accounted for as hedges	—	29	—	—	—	29
Expenditure derivatives accounted for as cash flow hedges	40	15	—	—	40	15
Equity derivatives not accounted as cash flow hedges	3	—	—	—	3	—

Total financial liabilities	70	140	—	—	70	140

Below is a summary of the fair value of our long-term debt as at September 30, 2020 and December 31, 2019.



	As at September 30, 2020		As at December 31, 2019
(In millions of dollars)	Carrying amount	Fair value ¹	Carrying amount	Fair value ¹

Long-term debt (including current portion)	18,747	22,310	15,967	18,354


¹	Long-term debt (including current portion) is measured at Level 2 in the three-level fair value hierarchy.

NOTE 11: INVESTMENTS



	As at September 30	As at December 31
(In millions of dollars)	2020	2019

Investments in:
Publicly traded companies	1,693	1,831
Private companies	97	107
Investments, measured at FVTOCI	1,790	1,938
Investments, associates and joint ventures	921	892

Total investments	2,711	2,830



Rogers Communications Inc.	15	Third Quarter 2020



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

NOTE 12: SHORT-TERM BORROWINGS

Below is a summary of our short-term borrowings as at September 30, 2020 and December 31, 2019.



	As at September 30	As at December 31
(In millions of dollars)	2020	2019

Accounts receivable securitization program	650	650
US commercial paper program	332	1,588

Total short-term borrowings	982	2,238

The tables below summarize the activity relating to our short-term borrowings for the three and nine months ended September 30, 2020 and 2019.



			Three months ended September 30, 2020					Nine months ended September 30, 2020
	Notional		Exchange	Notional		Notional		Exchange	Notional
(In millions of dollars, except exchange rates)	(US$)		rate	(Cdn$)		(US$)		rate	(Cdn$)

Proceeds received from US commercial paper	249		1.313	327		3,116		1.332	4,150
Repayment of US commercial paper	(1	)	n/m	(2	)	(4,098	)	1.355	(5,552	)
Net proceeds received from (repayment of) US commercial paper				325					(1,402	)

Net proceeds received on (repayment of) short-term borrowings				325					(1,402	)



			Three months ended September 30, 2019					Nine months ended September 30, 2019
	Notional		Exchange	Notional		Notional		Exchange	Notional
(In millions of dollars, except exchange rates)	(US$)		rate	(Cdn$)		(US$)		rate	(Cdn$)

Proceeds received from US commercial paper	3,228		1.319	4,257		10,046		1.330	13,361
Repayment of US commercial paper	(3,461	)	1.320	(4,568	)	(10,446	)	1.329	(13,881	)
Net repayment of US commercial paper				(311	)				(520	)

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 short-term borrowings				(311	)				(523	)

Accounts Receivable Securitization Program

Below is a summary of our accounts receivable securitization program as at September 30, 2020 and December 31, 2019.



	As at September 30		As at December 31
(In millions of dollars)	2020		2019

Trade accounts receivable sold to buyer as security	1,121		1,359
Short-term borrowings from buyer	(650	)	(650	)

Overcollateralization	471		709



Rogers Communications Inc.	16	Third Quarter 2020



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

US Commercial Paper Program

The tables below summarize the activity relating to our US CP program for the three and nine months ended September 30, 2020 and 2019.



		Three months ended September 30, 2020				Nine months ended September 30, 2020
	Notional	Exchange	Notional	Notional		Exchange	Notional
(In millions of dollars, except exchange rates)	(US$)	rate	(Cdn$)	(US$)		rate	(Cdn$)

US commercial paper program, beginning of period	—	—	—	1,223		1.298	1,588
Net proceeds received from (repayment of) US commercial paper	248	1.310	325	(982	)	1.428	(1,402	)
Discounts on issuance ¹	—	—	—	7		1.429	10
Loss on foreign exchange ¹			7				136

US commercial paper program, end of period	248	1.339	332	248		1.339	332

¹Included in finance costs.



			Three months ended September 30, 2019					Nine months ended September 30, 2019
	Notional		Exchange	Notional		Notional		Exchange	Notional
(In millions of dollars, except exchange rates)	(US$)		rate	(Cdn$)		(US$)		rate	(Cdn$)

US commercial paper program, beginning of period	1,023		1.309	1,339		1,178		1.362	1,605
Net repayment of US commercial paper	(233	)	1.335	(311	)	(400	)	1.300	(520	)
Discounts on issuance ¹	9		1.111	10		21		1.333	28
Loss (gain) on foreign exchange ¹				20					(55	)

US commercial paper program, end of period	799		1.324	1,058		799		1.324	1,058

¹Included in finance costs.

Concurrent with the commercial paper issuances, we entered into debt derivatives to hedge the foreign currency risk associated with the principal and interest components of the borrowings under the US CP program (see note 10). We have not designated these debt derivatives as hedges for accounting purposes.



Rogers Communications Inc.	17	Third Quarter 2020



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

NOTE 13: LONG-TERM DEBT



			Principal amount	Interest rate		As at September 30		As at December 31
(In millions of dollars, except interest rates)	Due date		Principal amount	Interest rate		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		1,000		—
Senior notes	2023	US	500	3.000	%	667		649
Senior notes	2023	US	850	4.100	%	1,134		1,104
Senior notes	2024		600	4.000	%	600		600
Senior notes	2025	US	700	3.625	%	934		909
Senior notes	2026	US	500	2.900	%	667		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	%	267		260
Senior notes	2038	US	350	7.500	%	467		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	%	667		649
Senior notes	2043	US	650	5.450	%	867		844
Senior notes	2044	US	1,050	5.000	%	1,401		1,365
Senior notes	2048	US	750	4.300	%	1,000		973
Senior notes	2049	US	1,250	4.350	%	1,667		1,624
Senior notes	2049	US	1,000	3.700	%	1,334		1,299
						18,922		16,130
Deferred transaction costs and discounts						(175	)	(163	)
Less current portion						(1,450	)	—

Total long-term debt						17,297		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 September 30, 2020 and December 31, 2019.

The tables below summarize the activity relating to our long-term debt for the three and nine months ended September 30, 2020 and 2019.



		Three months ended September 30, 2020				Nine months ended September 30, 2020
(In millions of dollars, except exchange rates)	Notional	Exchange	Notional	Notional		Exchange	Notional
(In millions of dollars, except exchange rates)	(US$)	rate	(Cdn$)	(US$)		rate	(Cdn$)

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$)			—				1,500
Senior note issuances (US$)	—	—	—	750		1.359	1,019
Total issuance of senior notes			—				2,519

Net issuance of long-term debt			—				2,540



Rogers Communications Inc.	18	Third Quarter 2020



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)



		Three months ended September 30, 2019			Nine months ended September 30, 2019
(In millions of dollars, except exchange rates)	Notional	Exchange	Notional	Notional	Exchange	Notional
	(US$)	rate	(Cdn$)	(US$)	rate	(Cdn$)

Senior notes issuances (Cdn$)			—			1,000
Senior note issuances (US$)	—	—	—	1,250	1.341	1,676
Total issuances of senior notes			—			2,676

Senior note repayments (Cdn$)			—			(400	)

Net issuance of senior notes			—			2,276

Net issuance of long-term debt			—			2,276



	Three months ended September 30			Nine months ended September 30
(In millions of dollars)	2020		2019	2020		2019

Long-term debt net of transaction costs, beginning of period	19,008		16,163	15,967		14,290
Net issuance of long-term debt	—		—	2,540		2,276
(Gain) loss on foreign exchange	(264	)	113	252		(263	)
Deferred transaction costs incurred	(1	)	—	(22	)	(33	)
Amortization of deferred transaction costs	4		3	10		9

Long-term debt net of transaction costs, end of period	18,747		16,279	18,747		16,279

Senior Notes

Issuance of senior notes and related derivatives

In June 2020, we issued US$750 million floating rate senior notes due 2022 at a rate of three-month LIBOR plus 0.60% per annum. Concurrent with the issuance, we entered into debt derivatives to convert all interest and principal payment obligations to Canadian dollars and convert our floating rate to a fixed rate of 0.955% until maturity. As a result, we received net proceeds of $1.0 billion from the issuances.

In March 2020, we issued $1.5 billion senior notes due 2027 at a rate of 3.65%.

In April 2019, we issued $1 billion senior notes due 2029 at a rate of 3.25% and US$1.25 billion senior notes due 2049 at a rate of 4.35%. Concurrent with the issuances, we exercised our outstanding bond forwards and entered into debt derivatives to convert all interest and principal payment obligations on the US$-denominated senior notes to Canadian dollars. We received net proceeds of $2.7 billion from the issuances.

Repayment of senior notes and related derivative settlements

We did not repay any senior notes or settle any related debt derivatives during the three or nine months ended September 30, 2020. In March 2019, we repaid the entire outstanding principal amount of our $400 million 2.8% senior notes at maturity.



Rogers Communications Inc.	19	Third Quarter 2020



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

NOTE 14: LEASES

Below is a summary of the activity related to our lease liabilities for the three and nine months ended September 30, 2020 and 2019.



	Three months ended September 30				Nine months ended September 30
(In millions of dollars)	2020		2019		2020		2019

Lease liabilities, beginning of period	1,845		1,608		1,725		1,545
Net additions	40		89		256		223
Interest on lease liabilities	17		15		52		44
Interest payments on lease liabilities	(17	)	(13	)	(50	)	(34	)
Principal payments of lease liabilities	(57	)	(45	)	(155	)	(124	)

Lease liabilities, end of period	1,828		1,654		1,828		1,654

NOTE 15: SHAREHOLDERS' EQUITY

Dividends

Below is a summary of the dividends we declared and paid on our outstanding RCI Class A Voting common shares (Class A Shares) and Class B Non-Voting Shares in 2020 and 2019.



Date declared	Date paid	Dividend per share (dollars)

January 22, 2020	April 1, 2020	0.50
April 21, 2020	July 2, 2020	0.50
July 21, 2020	October 1, 2020	0.50
		1.50

January 24, 2019	April 1, 2019	0.50
April 18, 2019	July 2, 2019	0.50
June 5, 2019	October 1, 2019	0.50
October 23, 2019	January 2, 2020	0.50
		2.00

On October 21, 2020, the Board of Directors declared a dividend of $0.50 per Class A Share and Class B Non-Voting Share to be paid on January 4, 2021 to shareholders of record on December 10, 2020.

The holders of Class A Shares are entitled to receive dividends at the rate of up to five cents per share but only after dividends at the rate of five cents per share have been paid or set aside on the Class B Non-Voting Shares. Class A Shares and Class B Non-Voting Shares therefore participate equally in dividends above five cents per share.

Normal Course Issuer Bid

In April 2020, the TSX accepted a notice of our intention to commence a normal course issuer bid (NCIB) program that allows us to purchase, between April 24, 2020 and April 23, 2021, the lesser of 34.9 million Class B Non-Voting Shares and that number of Class B Non-Voting Shares that can be purchased for an aggregate purchase price of $500 million (2020 NCIB). Rogers security holders may obtain a copy of this notice, without charge, by contacting us.



Rogers Communications Inc.	20	Third Quarter 2020



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

NOTE 16: STOCK-BASED COMPENSATION

Below is a summary of our stock-based compensation expense, which is included in employee salaries, benefits, and stock-based compensation, for the three and nine months ended September 30, 2020 and 2019.



	Three months ended September 30				Nine months ended September 30
(In millions of dollars)	2020		2019		2020		2019

Stock options	(1	)	(6	)	(11	)	(1	)
Restricted share units	12		8		28		35
Deferred share units	(2	)	(7	)	(15	)	2
Equity derivative effect, net of interest receipt	4		23		48		15

Total stock-based compensation expense	13		18		50		51

As at September 30, 2020, we had a total liability recognized at its fair value of $168 million (December 31, 2019 - $220 million) related to stock-based compensation, including stock options, restricted share units (RSUs), and deferred share units (DSUs).

During the three and nine months ended September 30, 2020, we paid $18 million and $54 million (2019 - $8 million and $77 million), respectively, to holders of stock options, RSUs, and DSUs upon exercise using the cash settlement feature.

Stock Options

Summary of stock options

The tables below summarize the activity related to stock option plans, including performance options, for the three and nine months ended September 30, 2020 and 2019.



	Three months ended September 30, 2020		Nine months ended September 30, 2020
(In number of units, except prices)	Number of options	Weighted average exercise price	Number of options		Weighted average exercise price

Outstanding, beginning of period	4,726,634	$62.10	3,154,795		$61.82
Granted	—	—	1,598,590		$62.56
Exercised	—	—	(17,230	)	$54.80
Forfeited	—	—	(9,521	)	$58.45

Outstanding, end of period	4,726,634	$62.10	4,726,634		$62.10

Exercisable, end of period	1,458,463	$56.70	1,458,463		$56.70



	Three months ended September 30, 2019			Nine months ended September 30, 2019
(In number of units, except prices)	Number of options		Weighted average exercise price	Number of options		Weighted average exercise price

Outstanding, beginning of period	3,072,767		$61.43	2,719,612		$53.22
Granted	91,310		$65.43	1,131,480		$72.39
Exercised	(32,295	)	$45.63	(719,310	)	$46.37

Outstanding, end of period	3,131,782		$61.71	3,131,782		$61.71

Exercisable, end of period	1,018,312		$52.37	1,018,312		$52.37

We did not grant any performance stock options during the three and nine months ended September 30, 2020 or 2019.

Unrecognized stock-based compensation expense related to stock option plans was $4 million as at September 30, 2020 (December 31, 2019 - $6 million) and will be recognized in net income over the next four years as the options vest.



Rogers Communications Inc.	21	Third Quarter 2020



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

Restricted Share Units

Summary of RSUs

Below is a summary of the activity related to RSUs outstanding, including performance RSUs, for the three and nine months ended September 30, 2020 and 2019.



	Three months ended September 30				Nine months ended September 30
(In number of units)	2020		2019		2020		2019

Outstanding, beginning of period	2,799,189		2,400,049		2,472,774		2,218,925
Granted and reinvested dividends	43,380		163,850		969,874		942,049
Exercised	(237,620	)	(21,069	)	(764,031	)	(541,551	)
Forfeited	(21,897	)	(44,481	)	(95,565	)	(121,074	)

Outstanding, end of period	2,583,052		2,498,349		2,583,052		2,498,349

Included in the above table are grants of 5,299 and 213,903 performance RSUs to certain key executives during the three and nine months ended September 30, 2020 (2019 - 15,844 and 170,674), respectively.

Unrecognized stock-based compensation expense related to these RSUs was $52 million as at September 30, 2020 (December 31, 2019 - $56 million) and will be recognized in net income over the next three years as the RSUs vest.

Deferred Share Unit Plan

Summary of DSUs

Below is a summary of the activity related to DSUs outstanding, including performance DSUs, for the three and nine months ended September 30, 2020 and 2019.



	Three months ended September 30				Nine months ended September 30
(In number of units)	2020		2019		2020		2019

Outstanding, beginning of period	1,670,749		1,867,775		1,741,884		2,004,440
Granted and reinvested dividends	18,338		34,193		61,744		93,637
Exercised	(33,530	)	(103,711	)	(138,594	)	(288,058	)
Forfeited	—		(1,557	)	(9,477	)	(13,319	)

Outstanding, end of period	1,655,557		1,796,700		1,655,557		1,796,700

Included in the above table are grants of 2,022 and 8,380 performance DSUs to certain key executives during the three and nine months ended September 30, 2020 (2019 - 2,113 and 27,210), respectively.

Unrecognized stock-based compensation expense related to these DSUs as at September 30, 2020 was nil (December 31, 2019 - $1 million) and will be recognized in net income over the next three years as the executive DSUs vest. All other DSUs are fully vested.

NOTE 17: RELATED PARTY TRANSACTIONS

Controlling Shareholder

We enter into certain transactions with private companies controlled by the controlling shareholder of RCI, the Rogers Control Trust. These transactions were recognized at the amount agreed to by the related parties and are subject to the terms and conditions of formal agreements approved by the Audit and Risk Committee. The totals received or paid during the three and nine months ended September 30, 2020 and 2019 were less than $1 million, respectively.

Transactions with Related Parties



Rogers Communications Inc.	22	Third Quarter 2020



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)



	Three months ended September 30		Nine months ended September 30
(In millions of dollars)	2020	2019	2020	2019

Printing services	1	1	2	5

NOTE 18: CONTINGENT LIABILITIES

Wholesale Internet Costing and Pricing

In August 2019, in Telecom Order CRTC 2019-288, Follow-up to Telecom Orders 2016-396 and 2016-448 - Final rates for aggregated wholesale high-speed access services (Order), the Canadian Radio-television and Telecommunications Commission (CRTC) set final rates for facilities-based carriers' wholesale high-speed access services, including Rogers' third-party Internet access (TPIA) service. The Order set final rates for Rogers that are significantly lower than the interim rates that were previously billed and it further determined that these final rates will apply retroactively to March 31, 2016.

Outcome of Proceedings



Rogers Communications Inc.	23	Third Quarter 2020



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

NOTE 19: SUPPLEMENTAL CASH FLOW INFORMATION

Change in Non-Cash Operating Working Capital Items



	Three months ended September 30				Nine months ended September 30
(In millions of dollars)	2020		2019		2020		2019

Accounts receivable	(201	)	83		425		54
Inventories	(143	)	66		(2	)	73
Other current assets	(3	)	(25	)	(72	)	(68	)
Accounts payable and accrued liabilities	175		(119	)	(341	)	(252	)
Contract and other liabilities	(26	)	(50	)	(39	)	(74	)

Total change in non-cash operating working capital items	(198	)	(45	)	(29	)	(267	)

NOTE 20: PROPOSED COGECO TRANSACTION



Rogers Communications Inc.	24	Third Quarter 2020



	Exhibit 99.3

ROGERS COMMUNICATIONS REPORTS THIRD QUARTER 2020 RESULTS


•	Wireless total net loading of 168,000, including a 34% increase in postpaid net subscriber additions to 138,000, reflecting strong execution


•	Strong consumer adoption of Rogers Infinite™ unlimited data plans now at approximately 2.2 million total subscribers, up almost 60% year to date in 2020


•	Monthly postpaid churn of 1.10%, improved 10 basis points


•	Improved adjusted EBITDA service margin 300 basis points with service revenue down 9% and adjusted EBITDA down 4%


•	Expanded Canada's largest 5G network to 130 cities and towns across the country


•	Cable adjusted EBITDA margin growth of 120 basis points and capital intensity decrease of 720 basis points to 22%


•	Grew adjusted EBITDA by 2% with consistent service revenue


•	Cable results include 16,000 net new Internet subscribers and 38,000 net new Ignite TV™ subscribers


•	Media revenue up 1% reflecting the return of live professional sports broadcasting


•	Free cash flow of $868 million, up 13%; strong balance sheet with liquidity position of $5.5 billion


•	Paid $253 million in dividends and declared a quarterly dividend of $0.50 per share

TORONTO (October 22, 2020) - Rogers Communications Inc. today announced its unaudited financial and operating results for the third quarter ended September 30, 2020.

Consolidated Financial Highlights



	Three months ended September 30						Nine months ended September 30
(In millions of Canadian dollars, except per share amounts, unaudited)	2020		2019		% Chg		2020		2019		% Chg

Total revenue	3,665		3,754		(2	)	10,236		11,121		(8	)
Total service revenue ¹	3,086		3,233		(5	)	8,932		9,721		(8	)
Adjusted EBITDA ²	1,638		1,712		(4	)	4,267		4,682		(9	)
Net income	512		593		(14	)	1,143		1,575		(27	)
Adjusted net income ²	548		622		(12	)	1,225		1,624		(25	)

Diluted earnings per share		$1.01		$1.14	(11	)		$2.23		$3.05	(27	)
Adjusted diluted earnings per share²		$1.08		$1.19	(9	)		$2.39		$3.15	(24	)

Cash provided by operating activities	986		1,305		(24	)	3,374		3,360		—
Free cash flow ²	868		767		13		1,798		1,781		1


¹	As defined. See "Key Performance Indicators".


²	As defined. See "Non-GAAP Measures and Related Performance Measures". These measures 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.

"The strong sequential improvement in our third quarter results is reflective of solid execution across our businesses, including continued growth in our digital-first efforts, to ensure our customers have a range of channels available to meet their needs," said Joe Natale, President and CEO. "Our company has adjusted well throughout the pandemic and will continue driving cost and service improvements while we remain focused on investing for the long-term in our leading networks, including bringing Canada’s largest 5G network to even more communities."



Rogers Communications Inc.	1	Third Quarter 2020

Operating Environment and Strategic Highlights

Create best-in-class customer experiences by putting our customers first in everything we do


•	Improved monthly postpaid churn by 10 basis points to 1.10%, despite increased subscriber additions and high consumer activity.


•	Opened virtually our Kelowna Customer Solution Centre as part of our fully Canada-based customer service team.


•	Expanded financing to device accessories to make the latest accessories affordable for Rogers customers, including AirPods, Google Nest products, cases, screen protectors, chargers, smart bulbs, and more.


•	Launched DAY PASS™, a daily payment option, and Top Up as a Guest, which allows customers to top up an account without signing in, on chatr, both new features focused on affordability and flexibility.

Invest in our networks and technology to deliver leading performance and reliability


•	Expanded Canada's first and largest 5G network to 130 cities and towns.


•	Launched a 5G Smart Campus at University of Waterloo to help enable the research and commercialization of made-in-Canada 5G technology and applications, including smart city solutions for local governments and residents, asset tracking for businesses, and network slicing for first responders.


•	Announced the acquisitions of Cable Cable Inc. and Ruralwave Inc., local telecommunications companies in the Ontario Kawartha Lakes region, building on our commitment to expand our network and serve more customers.

•

Deliver innovative solutions and compelling content that our customers will love


•	Launched an exclusive offer to provide the first six months free when signing up to Apple Music for customers on select Rogers Infinite plans.


•	Launched Ignite™ SmartStream™, an entertainment add-on for Ignite Internet™ customers, to give customers access to their favourite streaming services in one place.


•	Expanded free content on Ignite TV with the introduction of two apps, Fun at Home and Health at Home.


•	Delivered industry-leading coverage with the return of live sports, with Sportsnet the most-watched network in Canada for key demographics and first overall in primetime in August.



Rogers Communications Inc.	2	Third Quarter 2020

Drive profitable growth in all the markets we serve


•	Wireless postpaid net subscriber additions of 138,000, up 34%, reflecting strong execution with stores reopening and a recovering economy.


•	Expanded Wireless adjusted EBITDA service margin by 300 basis points; expanded Cable adjusted EBITDA margin by 120 basis points despite COVID-19 impacts.


•	Delivered free cash flow growth of 13% in part as a result of careful capital management.

Develop our people and a high performance culture


•	Achieved an all-time high employee engagement score of 87% in our annual employee survey, up two points from 2019 and seven points above best-in-class.


•	Launched For the Love of Work™, Made Possible by Rogers, a podcast that explores key themes at the heart of a winning employee experience, including resilience, inclusion and diversity, and values, to attract talent and build pride within our team.


•	Extended our employee virtual health care solution in partnership with Sun Life until the end of the year to give our employees and their families quick access to health care professionals during COVID-19.


•	Announced a $10 million commitment over the next five years in free advertising and creative services to charities and small businesses that support Black, Indigenous and People of Colour (BIPOC) and equity-seeking communities by leveraging our sports and media assets as part of our inclusion and diversity plan.

Be a strong, socially responsible leader in our communities across Canada

•


•	Launched the Team Rogers Community Draft to support families as children return to sport, with assistance toward league fees and access to mentorship.


•	Partnered with the Orange Shirt Society, in its efforts to expand Indigenous education across Canada and raise awareness on Indigenous reconciliation, with a specially designed t-shirt for Orange Shirt Day by Ojibwe artist Patrick Hunter sold on TSC™ and raised nearly $100,000, with all proceeds going to the society.


•	Supported Jays Care Foundation’s virtual summer camps for 10,000 youth across Canada with an annual donation of $1 million to the foundation.

Proposed Cogeco transaction



Rogers Communications Inc.	3	Third Quarter 2020

Quarterly Financial Highlights

Revenue

Total revenue decreased by 2% this quarter, largely driven by a 9% decrease in Wireless service revenue.

The Wireless service revenue decrease was mainly a result of lower roaming revenue due to global travel restrictions during COVID-19, and lower overage revenue, primarily as a result of the continued adoption of our Rogers Infinite unlimited data plans. Wireless equipment revenue increased as a result of a shift in the product mix of device sales towards higher-value devices.

Cable revenue decreased by 1% this quarter with consistent service revenue and a decrease in equipment revenue.

Media revenue increased by 1% primarily as a result of higher revenue associated with the resumption of NHL hockey, partially offset by lower revenue at the Toronto Blue Jays™ due to COVID-19.

Adjusted EBITDA and margins

Consolidated adjusted EBITDA decreased 4% this quarter and our adjusted EBITDA margin was down 90 basis points.

Net income and adjusted net income

Net income and adjusted net income both decreased this quarter by 14% and 12%, respectively, primarily as a result of the decrease in adjusted EBITDA.

Substantial cash flow and available liquidity

We also returned substantial cash to shareholders through the payment of $253 million in dividends this quarter and we declared a $0.50 per share dividend on October 21, 2020.

Financial guidance



Rogers Communications Inc.	4	Third Quarter 2020

About Rogers

Rogers is a proud Canadian company dedicated to making more possible for Canadians each and every day. Our founder, Ted Rogers, purchased his first radio station, CHFI, in 1960. We have grown to become a leading technology and media company that strives to provide the very best in wireless, residential, sports, and media to Canadians and Canadian businesses. Our shares are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI).



Investment community contact	Media contact

Paul Carpino	Sarah Schmidt
647.435.6470	647.643.6397
paul.carpino@rci.rogers.com	sarah.schmidt@rci.rogers.com

Quarterly Investment Community Teleconference

Our third quarter 2020 results teleconference with the investment community will be held on:


•	October 22, 2020


•	8:00 a.m. Eastern Time


•	webcast available at investors.rogers.com


•	media are welcome to participate on a listen-only basis

A rebroadcast will be available at investors.rogers.com for at least two weeks following the teleconference. Additionally, investors should note that from time to time, Rogers' management presents at brokerage-sponsored investor conferences. Most often, but not always, these conferences are webcast by the hosting brokerage firm, and when they are webcast, links are made available on Rogers' website at investors.rogers.com.

For More Information

You can find more information relating to us on our website (investors.rogers.com), on SEDAR (sedar.com), and on EDGAR (sec.gov), or you can e-mail us at investor.relations@rci.rogers.com. Information on or connected to these and any other websites referenced in this earnings release is not part of, or incorporated into, this earnings release.

You can also go to investors.rogers.com for information about our governance practices, corporate social responsibility reporting, a glossary of communications and media industry terms, and additional information about our business.



Rogers Communications Inc.	5	Third Quarter 2020

About this Earnings Release

This earnings release contains important information about our business and our performance for the three and nine months ended September 30, 2020, as well as forward-looking information about future periods. This earnings release should be read in conjunction with our Third Quarter 2020 Interim Condensed Consolidated Financial Statements and notes thereto, which have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB); our 2019 Annual MD&A; our 2019 Annual Audited Consolidated Financial Statements and notes thereto, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB; and our other recent filings with Canadian and US securities regulatory authorities, including our Annual Information Form, which are available on SEDAR at sedar.com or EDGAR at sec.gov, respectively.

Effective January 1, 2020, we updated our Cable segment financial and key performance indicator disclosures such that we began presenting Cable average revenue per account (ARPA), customer relationships, and market penetration. We also amended our subscriber reporting to report Internet and Ignite TV subscribers, removing legacy Television subscribers and Phone subscribers. In addition to the changes to our key performance indicators, we no longer report revenue by our Cable sub-products (i.e. Internet, Television, and Phone) and instead, we present a single "service revenue" amount. These changes are a result of the way in which we manage our business due to the ongoing convergence of the technology used to deliver Internet and television services and represent the key metrics against which we will measure growth in our Cable segment. See "Results of our Reportable Segments - Cable" and "Key Performance Indicators" for more information.

All dollar amounts in this earnings release are in Canadian dollars unless otherwise stated and are unaudited. All percentage changes are calculated using the rounded numbers as they appear in the tables. This earnings release is current as at October 21, 2020 and was approved by RCI's Board of Directors (the Board) on that date. This earnings release includes forward-looking statements and assumptions. See "About Forward-Looking Information" for more information.

We are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI).

In this earnings release, this quarter, the quarter, or third quarter refer to the three months ended September 30, 2020, the first quarter refers to the three months ended March 31, 2020, second quarter refers to the three months ended June 30, 2020, and year to date refers to the nine months ended September 30, 2020 unless the context indicates otherwise. All results commentary is compared to the equivalent period in 2019 or as at December 31, 2019, as applicable, unless otherwise indicated. References to COVID-19 are to the pandemic from the outbreak of this virus and to its associated impacts in the jurisdictions in which we operate and globally, as applicable.



Rogers Communications Inc.	6	Third Quarter 2020

Reportable segments

We report our results of operations in three reportable segments. Each segment and the nature of its business is as follows:



Segment	Principal activities
Wireless	Wireless telecommunications operations for Canadian consumers and businesses.
Cable	Cable telecommunications operations, including Internet, television, telephony (phone), and smart home monitoring services for Canadian consumers and businesses, and network connectivity through our fibre network and data centre assets to support a range of voice, data, networking, hosting, and cloud-based services for the business, public sector, and carrier wholesale markets.
Media	A diversified portfolio of media properties, including sports media and entertainment, television and radio broadcasting, specialty channels, multi-platform shopping, and digital media.



Rogers Communications Inc.	7	Third Quarter 2020

Summary of Consolidated Financial Results



	Three months ended September 30								Nine months ended September 30
(In millions of dollars, except margins and per share amounts)	2020			2019			% Chg		2020			2019			% Chg

Revenue
Wireless	2,228			2,324			(4	)	6,239			6,757			(8	)
Cable	988			994			(1	)	2,927			2,967			(1	)
Media	489			483			1		1,197			1,542			(22	)
Corporate items and intercompany eliminations	(40		)	(47		)	(15	)	(127		)	(145		)	(12	)
Revenue	3,665			3,754			(2	)	10,236			11,121			(8	)
Total service revenue ¹	3,086			3,233			(5	)	8,932			9,721			(8	)

Adjusted EBITDA²
Wireless	1,089			1,138			(4	)	3,033			3,281			(8	)
Cable	508			499			2		1,415			1,422			—
Media	89			130			(32	)	(31		)	118			n/m
Corporate items and intercompany eliminations	(48		)	(55		)	(13	)	(150		)	(139		)	8
Adjusted EBITDA ²	1,638			1,712			(4	)	4,267			4,682			(9	)
Adjusted EBITDA margin²	44.7		%	45.6		%	(0.9	pts)	41.7		%	42.1		%	(0.4	pts)

Net income	512			593			(14	)	1,143			1,575			(27	)
Basic earnings per share		$1.01			$1.16		(13	)		$2.26			$3.07		(26	)
Diluted earnings per share		$1.01			$1.14		(11	)		$2.23			$3.05		(27	)

Adjusted net income²	548			622			(12	)	1,225			1,624			(25	)
Adjusted basic earnings per share²		$1.09			$1.22		(11	)		$2.43			$3.17		(23	)
Adjusted diluted earnings per share²		$1.08			$1.19		(9	)		$2.39			$3.15		(24	)

Capital expenditures	504			657			(23	)	1,656			2,016			(18	)
Cash provided by operating activities	986			1,305			(24	)	3,374			3,360			—
Free cash flow ²	868			767			13		1,798			1,781			1

n/m - not meaningful

¹ As defined. See "Key Performance Indicators".



Rogers Communications Inc.	8	Third Quarter 2020

Results of our Reportable Segments

WIRELESS

Wireless Financial Results



	Three months ended September 30						Nine months ended September 30
(In millions of dollars, except margins)	2020		2019		% Chg		2020		2019		% Chg

Revenue
Service revenue	1,652		1,808		(9	)	4,942		5,368		(8	)
Equipment revenue	576		516		12		1,297		1,389		(7	)
Revenue	2,228		2,324		(4	)	6,239		6,757		(8	)

Operating expenses
Cost of equipment	567		530		7		1,278		1,498		(15	)
Other operating expenses	572		656		(13	)	1,928		1,978		(3	)
Operating expenses	1,139		1,186		(4	)	3,206		3,476		(8	)

Adjusted EBITDA	1,089		1,138		(4	)	3,033		3,281		(8	)

Adjusted EBITDA service margin¹	65.9	%	62.9	%	3.0	pts	61.4	%	61.1	%	0.3	pts
Adjusted EBITDA margin²	48.9	%	49.0	%	(0.1	pts)	48.6	%	48.6	%	—
Capital expenditures	228		288		(21	)	763		960		(21	)


¹	Calculated using service revenue.


²	Calculated using total revenue.

Wireless Subscriber Results ¹



	Three months ended September 30							Nine months ended September 30
(In thousands, except churn, blended ABPU, and blended ARPU)	2020			2019		Chg		2020			2019		Chg

Postpaid
Gross additions	450			437		13		923			1,083		(160	)
Net additions	138			103		35		131			203		(72	)
Total postpaid subscribers²	9,569			9,360		209		9,569			9,360		209
Churn (monthly)	1.10		%	1.20	%	(0.10	pts)	0.93		%	1.06	%	(0.13	pts)
Prepaid
Gross additions	163			235		(72	)	423			605		(182	)
Net additions	30			27		3		(102		)	(21	)	(81	)
Total prepaid subscribers²	1,300			1,478		(178	)	1,300			1,478		(178	)
Churn (monthly)	3.46		%	4.74	%	(1.28	pts)	4.41		%	4.62	%	(0.21	pts)
Blended ABPU (monthly)		$63.55		$67.20		($3.65	)		$63.39		$66.25		($2.86	)
Blended ARPU (monthly)		$51.12		$56.01		($4.89	)		$51.00		$55.56		($4.56	)


¹	Subscriber counts, subscriber churn, blended ABPU, and blended ARPU are key performance indicators. See "Key Performance Indicators".


²	As at end of period.

Service revenue

The 9% decreases in service revenue and blended ARPU this quarter and 8% decreases year to date were each a result of:


•	lower roaming revenue, due to global travel restrictions during COVID-19; and


•	a decrease in overage revenue as a result of strong customer adoption of our Rogers Infinite unlimited data plans and lower wireless data usage as customers spent more time at home on WiFi.



Rogers Communications Inc.	9	Third Quarter 2020

Equipment revenue

The 12% increase in equipment revenue this quarter was a result of:


•	a shift in the product mix of device sales towards higher-value devices; and


•	higher device upgrades by existing customers.

The year to date equipment revenue decrease of 7% was primarily a result of lower device upgrades by existing customers and lower gross additions, in part due to COVID-19.

Operating expenses

Cost of equipment

The 7% increase in the cost of equipment this quarter and the 15% decrease year to date were each a result of the same factors discussed in equipment revenue above.

Other operating expenses

The 13% decrease in other operating expenses this quarter was primarily a result of various cost efficiencies and productivity initiatives.

The lower decrease of 3% year to date was also impacted by higher bad debt expense in the second quarter due to the adverse change in economic conditions tied to the onset of COVID-19.

Adjusted EBITDA

The 4% decrease in adjusted EBITDA this quarter and 8% decrease year to date were a result of the revenue and expense changes discussed above.



Rogers Communications Inc.	10	Third Quarter 2020

CABLE

Cable Financial Results



	Three months ended September 30						Nine months ended September 30
(In millions of dollars, except margins)	2020		2019		% Chg		2020		2019		% Chg

Revenue
Service revenue	985		989		—		2,920		2,956		(1	)
Equipment revenue	3		5		(40	)	7		11		(36	)
Revenue	988		994		(1	)	2,927		2,967		(1	)

Operating expenses	480		495		(3	)	1,512		1,545		(2	)

Adjusted EBITDA	508		499		2		1,415		1,422		—

Adjusted EBITDA margin	51.4	%	50.2	%	1.2	pts	48.3	%	47.9	%	0.4	pts
Capital expenditures	217		290		(25	)	713		864		(17	)

Cable Subscriber Results ¹



	Three months ended September 30						Nine months ended September 30
(In thousands, except ARPA and penetration)	2020		2019		Chg		2020		2019		Chg

Internet
Net additions	16		41		(25	)	38		77		(39	)
Total Internet subscribers^2,3	2,574		2,507		67		2,574		2,507		67
Ignite TV
Net additions	38		65		(27	)	147		178		(31	)
Total Ignite TV subscribers²	473		220		253		473		220		253

Homes passed ²	4,543		4,434		109		4,543		4,434		109
Customer relationships
Net additions	6		14		(8	)	1		13		(12	)
Total customer relationships ^2,3	2,513		2,502		11		2,513		2,502		11
ARPA (monthly)	$131.25		$132.22		($0.97	)	$129.44		$131.99		($2.55	)

Penetration ²	55.3	%	56.4	%	(1.1	pts)	55.3	%	56.4	%	(1.1	pts)


¹	Subscriber results are key performance indicators. See "Key Performance Indicators".


²	As at end of period.


³	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 September 30, 2020.

Revenue

Cable service revenue was stable this quarter. The 1% decrease year to date was a result of:

•


•	the increase in total customer relationships over the past year, due to growth in our Internet and Ignite TV subscriber bases, partially offset by declines in our legacy television and home phone subscriber bases.

Operating expenses



Rogers Communications Inc.	11	Third Quarter 2020

Adjusted EBITDA

The 2% increase in adjusted EBITDA this quarter and stable adjusted EBITDA year to date were a result of the revenue and expense changes discussed above.



Rogers Communications Inc.	12	Third Quarter 2020

MEDIA

Media Financial Results



	Three months ended September 30						Nine months ended September 30
(In millions of dollars, except margins)	2020		2019		% Chg		2020		2019		% Chg

Revenue	489		483		1		1,197		1,542		(22	)
Operating expenses	400		353		13		1,228		1,424		(14	)

Adjusted EBITDA	89		130		(32	)	(31	)	118		n/m

Adjusted EBITDA margin	18.2	%	26.9	%	(8.7	pts)	(2.6	)%	7.7	%	(10.3	pts)
Capital expenditures	18		17		6		43		56		(23	)

Revenue

The 1% increase in revenue this quarter was a result of:


•	higher advertising, subscription, and broadcasting revenue as a result of the resumption of NHL hockey; and


•	higher Today's Shopping Choice™ revenue; partially offset by


•	lower Toronto Blue Jays™ game-day revenue due to COVID-19.

Operating expenses

The 13% increase in operating expenses this quarter was a result of:


•	higher programming costs, as a result of the resumption of NHL hockey; partially offset by


•	lower general operating costs as a result of reduced operating activity.

Adjusted EBITDA

The decreases in adjusted EBITDA this quarter and year to date were a result of the revenue and expense changes discussed above.



Rogers Communications Inc.	13	Third Quarter 2020

CAPITAL EXPENDITURES



	Three months ended September 30						Nine months ended September 30
(In millions of dollars, except capital intensity)	2020		2019		% Chg		2020		2019		% Chg

Wireless	228		288		(21	)	763		960		(21	)
Cable	217		290		(25	)	713		864		(17	)
Media	18		17		6		43		56		(23	)
Corporate	41		62		(34	)	137		136		1

Capital expenditures ¹	504		657		(23	)	1,656		2,016		(18	)

Capital intensity²	13.8	%	17.5	%	(3.7	pts)	16.2	%	18.1	%	(1.9	pts)


¹	Includes additions to property, plant and equipment net of proceeds on disposition, but does not include expenditures for spectrum licences or additions to right-of-use assets.


²	As defined. See "Key Performance Indicators".

Wireless

Cable

Media

Corporate

The decrease in corporate capital expenditures this quarter was a result of lower investments in our real estate facilities. Corporate capital expenditures year to date were in line with 2019.

Capital intensity

Capital intensity decreased this quarter and year to date as a result of lower capital expenditures partially offset by lower revenue, as discussed above.



Rogers Communications Inc.	14	Third Quarter 2020

Regulatory Developments

See our 2019 Annual MD&A for a discussion of the significant regulations that affected our operations as at March 5, 2020. The following are the significant regulatory developments since that date.

CRTC review of mobile wireless services

Wholesale Internet costing and pricing

CRTC review of wholesale wireline telecommunications services

3500 MHz spectrum licence band

3800 MHz spectrum licence band

Updates to Risks and Uncertainties

Outbreak of COVID-19 and related pandemic



Rogers Communications Inc.	15	Third Quarter 2020

We remain in close contact with government officials at all levels, suppliers, partners, and key business customers, and our pandemic response plans are continually evolving.

The full extent and impact of the COVID-19 pandemic is unknown. Potential adverse impacts of the pandemic include, but are not limited to:


•	the risk of a material reduction in demand for our products and services due to businesses closing or downsizing, job losses and associated financial hardship, or, more generally, a declining level of retail activity, which may lead to a decline in revenue as a result of:


•	lower Wireless subscriber activity, including lower equipment revenue;


•	the restriction of fan attendance at major sports league games, the potential suspension or shortening of future major sports league seasons due to a second wave of COVID-19, and the associated television programming;


•	services provided to our customers at no cost, such as long distance calling, roaming, and free television channels;


•	lower roaming and overage revenue as customers are unable or unwilling to travel and continue to stay home; and


•	customers downgrading or cancelling their services;


•	an increase in delinquent or unpaid bills, which could lead to increased bad debt expense;


•	issues delivering certain products and services, or maintaining or upgrading our networks, due to store closures and supply chain disruptions;


•	additional capital expenditures to maintain or expand our networks in order to accommodate substantially increased network usage; and


•	higher costs for new capital.



Rogers Communications Inc.	16	Third Quarter 2020

Wholesale Internet costing and pricing

Outcome of proceedings

Key Performance Indicators

We measure the success of our strategy using a number of key performance indicators that are defined and discussed in our 2019 Annual MD&A and this earnings release. We believe these key performance indicators allow us to appropriately measure our performance against our operating strategy and against the results of our peers and competitors. The following key performance indicators are not measurements in accordance with IFRS and should not be considered alternatives to net income or any other measure of performance under IFRS. They include:


•	subscriber counts;


•	Wireless;


•	Cable; and


•	homes passed (Cable);


•	Wireless subscriber churn (churn);


•	Wireless blended average billings per user (ABPU);


•	Wireless blended average revenue per user

(ARPU);


•	Cable average revenue per account (ARPA);


•	Cable customer relationships;


•	Cable market penetration (penetration);


•	capital intensity; and


•	total service revenue.



Rogers Communications Inc.	17	Third Quarter 2020

SUBSCRIBER COUNTS

Subscriber count (Cable)


•	Cable Ignite TV and Internet subscribers are represented by a dwelling unit.


•	When there is more than one unit in a single dwelling, such as an apartment building, each tenant with cable service is counted as an individual subscriber, whether the service is invoiced separately or included in the tenant's rent. Institutional units, such as hospitals or hotels, are each considered one subscriber.


•	Cable Ignite TV and Internet subscribers include only those subscribers who have service installed and operating, and who are being billed accordingly.


•	Subscriber counts exclude certain business services delivered over our fibre network and data centre infrastructure, and circuit-switched local and long distance voice services and legacy data services where access is delivered using leased third-party network elements and tariffed ILEC services.

CUSTOMER RELATIONSHIPS

AVERAGE REVENUE PER ACCOUNT (CABLE)

MARKET PENETRATION



Rogers Communications Inc.	18	Third Quarter 2020

Non-GAAP Measures and Related Performance Measures



Non-GAAP measure or related performance measure	Why we use it		How we calculate it	Most comparable IFRS financial 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.	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
	●	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 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.	Adjusted EBITDA deduct capital expenditures; interest on borrowings net of capitalized interest; and cash income taxes.	Cash provided by operating activities
Free cash flow	●	We believe that some investors and analysts use free cash flow to value a business and its underlying assets.		Cash provided by operating activities
Adjusted net debt	●	To conduct valuation-related analysis and make decisions about capital structure.	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
Adjusted net debt	●	We believe this helps investors and analysts analyze our enterprise and equity value and assess our leverage.		Long-term debt
Debt leverage ratio	●	To conduct valuation-related analysis and make decisions about capital structure.	Adjusted net debt (defined above) divided by 12-month trailing adjusted EBITDA (defined above).	Long-term debt divided by net income
Debt leverage ratio	●	We believe this helps investors and analysts analyze our enterprise and equity value and assess our leverage.		Long-term debt divided by net income



Rogers Communications Inc.	19	Third Quarter 2020

Reconciliation of adjusted EBITDA



	Three months ended September 30		Nine months ended September 30
(In millions of dollars)	2020	2019	2020		2019

Net income	512	593	1,143		1,575
Add:
Income tax expense	189	219	408		544
Finance costs	219	215	653		610
Depreciation and amortization	663	627	1,952		1,850

EBITDA	1,583	1,654	4,156		4,579
Add (deduct):
Other expense (income)	6	16	(1	)	2
Restructuring, acquisition and other	49	42	112		101

Adjusted EBITDA	1,638	1,712	4,267		4,682

Reconciliation of adjusted EBITDA margin



	Three months ended September 30				Nine months ended September 30
(In millions of dollars, except margins)	2020		2019		2020		2019

Adjusted EBITDA	1,638		1,712		4,267		4,682
Divided by: total revenue	3,665		3,754		10,236		11,121

Adjusted EBITDA margin	44.7	%	45.6	%	41.7	%	42.1	%

Reconciliation of adjusted net income



	Three months ended September 30				Nine months ended September 30
(In millions of dollars)	2020		2019		2020		2019

Net income	512		593		1,143		1,575
Add (deduct):
Restructuring, acquisition and other	49		42		112		101
Income tax impact of above items	(13	)	(13	)	(30	)	(29	)
Income tax adjustment, legislative tax change	—		—		—		(23	)

Adjusted net income	548		622		1,225		1,624



Rogers Communications Inc.	20	Third Quarter 2020

Reconciliation of adjusted earnings per share



	Three months ended September 30				Nine months ended September 30
(In millions of dollars, except per share amounts; number of shares outstanding in millions)	2020		2019		2020		2019

Adjusted basic earnings per share:
Adjusted net income	548		622		1,225		1,624
Divided by:
Weighted average number of shares outstanding	505		511		505		513

Adjusted basic earnings per share		$1.09		$1.22		$2.43		$3.17

Adjusted diluted earnings per share:
Diluted adjusted net income	545		613		1,208		1,618
Divided by:
Diluted weighted average number of shares outstanding	506		513		506		514

Adjusted diluted earnings per share		$1.08		$1.19		$2.39		$3.15

Reconciliation of free cash flow



	Three months ended September 30				Nine months ended September 30
(In millions of dollars)	2020		2019		2020		2019

Cash provided by operating activities	986		1,305		3,374		3,360
Add (deduct):
Capital expenditures	(504	)	(657	)	(1,656	)	(2,016	)
Interest on borrowings, net of capitalized interest	(191	)	(189	)	(570	)	(540	)
Interest paid	216		222		614		581
Restructuring, acquisition and other	49		42		112		101
Program rights amortization	(16	)	(17	)	(54	)	(58	)
Net change in contract asset balances	(363	)	26		(1,079	)	55
Net change in financing receivable balances	521		24		1,071		24
Change in non-cash operating working capital items	198		45		29		267
Other adjustments	(28	)	(34	)	(43	)	7

Free cash flow	868		767		1,798		1,781



Rogers Communications Inc.	21	Third Quarter 2020

Reconciliation of adjusted net debt and debt leverage ratio



	As at September 30		As at December 31
(In millions of dollars)	2020		2019

Current portion of long-term debt	1,450		—
Long-term debt	17,297		15,967
Deferred transaction costs and discounts	175		163
	18,922		16,130
Add (deduct):
Net debt derivative assets	(2,155	)	(1,383	)
Credit risk adjustment related to net debt derivative assets	(86	)	(31	)
Short-term borrowings	982		2,238
Current portion of lease liabilities	268		230
Lease liabilities	1,560		1,495
Cash and cash equivalents	(2,248	)	(494	)

Adjusted net debt	17,243		18,185



	As at September 30	As at December 31
(In millions of dollars, except ratios)	2020	2019

Adjusted net debt	17,243	18,185
Divided by: trailing 12-month adjusted EBITDA	5,797	6,212

Debt leverage ratio	3.0	2.9



Rogers Communications Inc.	22	Third Quarter 2020

Rogers Communications Inc.

Interim Condensed Consolidated Statements of Income

(In millions of dollars, except per share amounts, unaudited)



	Three months ended September 30		Nine months ended September 30
	2020	2019	2020		2019

Revenue	3,665	3,754	10,236		11,121

Operating expenses:
Operating costs	2,027	2,042	5,969		6,439
Depreciation and amortization	663	627	1,952		1,850
Restructuring, acquisition and other	49	42	112		101
Finance costs	219	215	653		610
Other expense (income)	6	16	(1	)	2

Income before income tax expense	701	812	1,551		2,119
Income tax expense	189	219	408		544

Net income for the period	512	593	1,143		1,575

Earnings per share:
Basic	$1.01	$1.16	$2.26		$3.07
Diluted	$1.01	$1.14	$2.23		$3.05



Rogers Communications Inc.	23	Third Quarter 2020

Rogers Communications Inc.

Interim Condensed Consolidated Statements of Financial Position

(In millions of dollars, unaudited)



	As at September 30	As at December 31
	2020	2019


Assets
Current assets:
Cash and cash equivalents	2,248	494
Accounts receivable	1,804	2,304
Inventories	460	460
Current portion of contract assets	736	1,234
Other current assets	1,144	524
Current portion of derivative instruments	64	101
Total current assets	6,456	5,117

Property, plant and equipment	13,940	13,934
Intangible assets	8,891	8,905
Investments	2,711	2,830
Derivative instruments	2,143	1,478
Contract assets	140	557
Other long-term assets	789	275
Goodwill	3,940	3,923

Total assets	39,010	37,019

Liabilities and shareholders' equity
Current liabilities:
Short-term borrowings	982	2,238
Accounts payable and accrued liabilities	2,494	3,033
Income tax payable	374	48
Other current liabilities	115	141
Contract liabilities	302	224
Current portion of long-term debt	1,450	—
Current portion of lease liabilities	268	230
Current portion of derivative instruments	33	50
Total current liabilities	6,018	5,964

Provisions	37	36
Long-term debt	17,297	15,967
Derivative instruments	37	90
Lease liabilities	1,560	1,495
Other long-term liabilities	660	614
Deferred tax liabilities	3,365	3,437
Total liabilities	28,974	27,603

Shareholders' equity	10,036	9,416

Total liabilities and shareholders' equity	39,010	37,019



Rogers Communications Inc.	24	Third Quarter 2020

Rogers Communications Inc.

Interim Condensed Consolidated Statements of Cash Flows

(In millions of dollars, unaudited)



	Three months ended September 30				Nine months ended September 30
	2020		2019		2020		2019
Operating activities:
Net income for the period	512		593		1,143		1,575
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	663		627		1,952		1,850
Program rights amortization	16		17		54		58
Finance costs	219		215		653		610
Income tax expense	189		219		408		544
Post-employment benefits contributions, net of expense	42		33		(26	)	(82	)
Net change in contract asset balances	363		(26	)	1,079		(55	)
Net change in financing receivable balances	(521	)	(24	)	(1,071	)	(24	)
Other	(8	)	17		68		77
Cash provided by operating activities before changes in non-cash working capital items, income taxes paid, and interest paid	1,475		1,671		4,260		4,553
Change in non-cash operating working capital items	(198	)	(45	)	(29	)	(267	)
Cash provided by operating activities before income taxes paid and interest paid	1,277		1,626		4,231		4,286
Income taxes paid	(75	)	(99	)	(243	)	(345	)
Interest paid	(216	)	(222	)	(614	)	(581	)

Cash provided by operating activities	986		1,305		3,374		3,360

Investing activities:
Capital expenditures	(504	)	(657	)	(1,656	)	(2,016	)
Additions to program rights	(23	)	(15	)	(45	)	(29	)
Changes in non-cash working capital related to capital expenditures and intangible assets	20		(63	)	(134	)	(144	)
Acquisitions and other strategic transactions, net of cash acquired	(8	)	—		(8	)	(1,731	)
Other	(32	)	11		(60	)	1

Cash used in investing activities	(547	)	(724	)	(1,903	)	(3,919	)

Financing activities:
Net proceeds received from (repayments of) short-term borrowings	325		(311	)	(1,402	)	(523	)
Net issuance of long-term debt	—		—		2,540		2,276
Net (payments) proceeds on settlement of debt derivatives and forward contracts	—		(22	)	80		(126	)
Principal payments of lease liabilities	(57	)	(45	)	(155	)	(124	)
Transaction costs incurred	(1	)	—		(22	)	(33	)
Repurchase of Class B Non-Voting Shares	—		(89	)	—		(294	)
Dividends paid	(253	)	(256	)	(758	)	(760	)

Cash provided by (used in) financing activities	14		(723	)	283		416

Change in cash and cash equivalents	453		(142	)	1,754		(143	)
Cash and cash equivalents, beginning of period	1,795		404		494		405

Cash and cash equivalents, end of period	2,248		262		2,248		262



Rogers Communications Inc.	25	Third Quarter 2020

About Forward-Looking Information

This earnings release includes "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws (collectively, "forward-looking information"), and assumptions about, among other things, our business, operations, and financial performance and condition approved by our management on the date of this earnings release. This forward-looking information and these assumptions include, but are not limited to, statements about our objectives and strategies to achieve those objectives, and about our beliefs, plans, expectations, anticipations, estimates, or intentions.

Forward-looking information


•	typically includes words like could, expect, may, anticipate, assume, believe, intend, estimate, plan, project, guidance, outlook, target, and similar expressions, although not all forward-looking information includes them;


•	includes conclusions, forecasts, and projections that are based on our current objectives and strategies and on estimates, expectations, assumptions, and other factors, most of which are confidential and proprietary and that we believe to have been reasonable at the time they were applied but may prove to be incorrect; and


•	was approved by our management on the date of this earnings release.


•	revenue;


•	total service revenue;


•	adjusted EBITDA;


•	capital expenditures;


•	cash income tax payments;


•	free cash flow;


•	dividend payments;


•	the growth of new products and services;


•	expected growth in subscribers and the services to which they subscribe;


•	the cost of acquiring and retaining subscribers and deployment of new services;


•	continued cost reductions and efficiency improvements;


•	traction against our debt leverage ratio;


•	statements relating to plans we have implemented in response to COVID-19 and its impact on us; and


•	all other statements that are not historical facts.

Our conclusions, forecasts, and projections are based on the following factors, among others:


•	general economic and industry growth rates;


•	currency exchange rates and interest rates;


•	product pricing levels and competitive intensity;


•	subscriber growth;


•	pricing, usage, and churn rates;


•	changes in government regulation;


•	technology deployment;


•	availability of devices;


•	timing of new product launches;


•	content and equipment costs;


•	the integration of acquisitions;


•	industry structure and stability; and


•	the impact of COVID-19 on our operations, liquidity, financial condition, or results.

Except as otherwise indicated, this earnings release and our forward-looking information do not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations, or other transactions that may be considered or announced or may occur after the date on which the statement containing the forward-looking information is made.

Risks and uncertainties


•	regulatory changes;


•	technological changes;


•	economic, geopolitical, and other conditions affecting commercial activity;


•	unanticipated changes in content or equipment costs;


•	changing conditions in the entertainment, information, and communications industries;


•	the integration of acquisitions;


•	litigation and tax matters;


•	the level of competitive intensity;


•	the emergence of new opportunities;


•	external threats, such as epidemics, pandemics, and other public health crises, natural disasters, or cyberattacks, among others; and


•	new interpretations and new accounting standards from accounting standards bodies.



Rogers Communications Inc.	26	Third Quarter 2020

Accordingly, we warn investors to exercise caution when considering statements containing forward-looking information and caution them that it would be unreasonable to rely on such statements as creating legal rights regarding our future results or plans. We are under no obligation (and we expressly disclaim any such obligation) to update or alter any statements containing forward-looking information or the factors or assumptions underlying them, whether as a result of new information, future events, or otherwise, except as required by law. All of the forward-looking information in this earnings release is qualified by the cautionary statements herein.

Before making an investment decision

Before making any investment decisions and for a detailed discussion of the risks, uncertainties, and environment associated with our business, its operations, and its financial performance and condition, fully review the sections of this earnings release entitled "Updates to Risks and Uncertainties" and "Regulatory Developments" and fully review the sections in our 2019 Annual MD&A entitled "Regulation in Our Industry" and "Governance and Risk Management", as well as our various other filings with Canadian and US securities regulators, which can be found at sedar.com and sec.gov, respectively. Information on or connected to sedar.com, sec.gov, our website, or any other website referenced in this document is not part of or incorporated into this earnings release.

# # #



Rogers Communications Inc.	27	Third Quarter 2020



	ROGERS COMMUNICATIONS INC.

	By:		/s/ Anthony Staffieri
			Name: Anthony Staffieri
			Title: Chief Financial Officer



Exhibit Number		Description of Document
99.1		Management's Discussion and Analysis of Rogers Communications Inc. for the third quarter ended September 30, 2020
99.2		Interim Condensed Consolidated Financial Statements of Rogers Communications Inc. for the third quarter ended September 30, 2020
99.3		Earnings Release of Rogers Communications Inc. for the third quarter ended September 30, 2020