[Operating Environment and Strategic Highlights](index=2&type=section&id=Operating%20Environment%20and%20Strategic%20Highlights) The company navigates a recovering Canadian economy with inflation risks, while focusing on the Shaw acquisition, network investments, and strong financial performance [Operating Environment](index=2&type=section&id=Operating%20Environment) The Canadian economy shows modest recovery with increased travel, but faces inflation and recession risks, compounded by a $150 million network outage refund - Economic recovery from COVID-19 has led to increased travel volumes and higher roaming revenue, with sporting events returning to full capacity[13](index=13&type=chunk) - A major network outage on July 8, 2022, will result in an estimated **$150 million** in customer refunds, which will be recognized in Q3 2022[15](index=15&type=chunk) - Rising inflation and the Bank of Canada's response have led to forecasts of a potential moderate recession within the next six to twelve months[14](index=14&type=chunk) [Strategic Highlights](index=3&type=section&id=Strategic%20Highlights) Strategic priorities include the Shaw acquisition, network infrastructure investment, and customer experience enhancement, yielding strong Q2 financial growth in service revenue and adjusted EBITDA - Progress on the Shaw acquisition includes the introduction of an Advisory Council for the new technology center in Calgary[17](index=17&type=chunk) - Network investments include successful trials of **8 Gbps** speeds and being the first Canadian provider to deploy **3500 MHz** spectrum to enhance 5G services[21](index=21&type=chunk) Q2 2022 Financial Performance Highlights | Metric | Value | Change | | :--- | :--- | :--- | | Total Service Revenue | $3,443 million | +10% | | Adjusted EBITDA | $1,592 million | +16% | | Net Income | $409 million | +35% | | Postpaid Mobile Phone Net Additions | 122,000 | Up from 60,000 YoY | | Free Cash Flow | $344 million | +14% | [Quarterly Financial Highlights](index=4&type=section&id=Quarterly%20Financial%20Highlights) Q2 2022 saw robust financial growth with total revenue up 8% and adjusted EBITDA up 16%, driven by strong Wireless and Media performance - Total revenue grew **8%** and service revenue grew **10%**, primarily driven by Wireless and Media[22](index=22&type=chunk) - Wireless service revenue increased **11%** due to higher roaming revenue from increased travel and a larger subscriber base[23](index=23&type=chunk) - Media revenue surged **21%** due to the return of Toronto Blue Jays games to Rogers Centre and higher advertising revenue[25](index=25&type=chunk) - Consolidated adjusted EBITDA increased **16%**, and net income rose **35% to $409 million**[26](index=26&type=chunk)[28](index=28&type=chunk) - Cash flow from operating activities increased **30% to $1,319 million**, and free cash flow grew **14% to $344 million**[29](index=29&type=chunk) [Shaw Transaction](index=5&type=section&id=Shaw%20Transaction) The $26 billion Shaw acquisition faces regulatory hurdles from the Competition Bureau, necessitating the sale of Freedom Mobile, despite CRTC approval for broadcasting elements - The transaction to acquire Shaw is valued at approximately **$26 billion**, with an extended outside date to December 31, 2022[32](index=32&type=chunk)[33](index=33&type=chunk) - Financing for the transaction is secured, with **$13.1 billion** from senior note issuances held as 'restricted cash and cash equivalents'[34](index=34&type=chunk) - The Competition Bureau has filed applications to oppose the transaction. To mitigate these concerns, Rogers and Shaw have agreed to sell Freedom Mobile to Quebecor for **$2.85 billion**[37](index=37&type=chunk)[38](index=38&type=chunk)[39](index=39&type=chunk) - The Canadian Radio-television and Telecommunications Commission (CRTC) approved the acquisition of Shaw's broadcasting services on March 24, 2022[36](index=36&type=chunk) [Summary of Consolidated Financial Results](index=7&type=section&id=Summary%20of%20Consolidated%20Financial%20Results) This section presents a detailed consolidated financial summary for Q2 2022, showcasing growth across revenue, adjusted EBITDA, net income, and EPS by segment Consolidated Financial Results (Three Months Ended June 30) | (In millions of dollars) | 2022 | 2021 | % Chg | | :--- | :--- | :--- | :--- | | **Revenue** | **3,868** | **3,582** | **8** | | Wireless | 2,212 | 2,064 | 7 | | Cable | 1,041 | 1,013 | 3 | | Media | 659 | 546 | 21 | | **Adjusted EBITDA** | **1,592** | **1,374** | **16** | | **Net income** | **409** | **302** | **35** | | **Diluted earnings per share** | **$0.76** | **$0.60** | **27** | | **Free cash flow** | **344** | **302** | **14** | [Results of our Reportable Segments](index=8&type=section&id=Results%20of%20our%20Reportable%20Segments) Segment performance highlights strong Wireless growth, steady Cable expansion, and Media's return to profitability, supported by increased capital expenditures for network upgrades [Wireless](index=8&type=section&id=Wireless) The Wireless segment achieved strong Q2 results with 7% revenue growth and 11% adjusted EBITDA increase, driven by higher roaming revenue and significant postpaid subscriber additions Wireless Financial Results (Q2 2022 vs Q2 2021) | (In millions of dollars) | 2022 | 2021 | % Chg | | :--- | :--- | :--- | :--- | | Service revenue | 1,791 | 1,616 | 11 | | Equipment revenue | 421 | 448 | (6) | | **Revenue** | **2,212** | **2,064** | **7** | | **Adjusted EBITDA** | **1,118** | **1,008** | **11** | Wireless Subscriber Results (Q2 2022 vs Q2 2021) | (In thousands, except churn/ARPU) | 2022 | 2021 | Chg | | :--- | :--- | :--- | :--- | | Postpaid mobile phone net additions | 122 | 60 | 62 | | Postpaid churn (monthly) | 0.68 % | 0.76 % | (0.08 pts) | | Mobile phone ARPU (monthly) | $58.83 | $55.67 | $3.16 | - The **11% increase in service revenue** was primarily a result of higher roaming revenue due to increased travel and a larger mobile phone subscriber base[45](index=45&type=chunk)[46](index=46&type=chunk) [Cable](index=10&type=section&id=Cable) The Cable segment reported a 3% revenue increase and 6% adjusted EBITDA growth in Q2 2022, fueled by service pricing adjustments and retail Internet and Video subscriber gains Cable Financial Results (Q2 2022 vs Q2 2021) | (In millions of dollars) | 2022 | 2021 | % Chg | | :--- | :--- | :--- | :--- | | Service revenue | 1,037 | 1,010 | 3 | | **Revenue** | **1,041** | **1,013** | **3** | | **Adjusted EBITDA** | **520** | **492** | **6** | Cable Subscriber Net Additions (Q2 2022 vs Q2 2021) | (In thousands) | 2022 | 2021 | Chg | | :--- | :--- | :--- | :--- | | Retail Internet | 26 | 14 | 12 | | Video | 21 | (4) | 25 | | Home Phone | (18) | (22) | 4 | - Service revenue increased due to pricing changes made in the first quarter and growth in the retail Internet and Video subscriber bases[53](index=53&type=chunk) [Media](index=12&type=section&id=Media) The Media segment experienced a strong Q2 recovery with 21% revenue growth and a return to profitability, primarily due to increased Toronto Blue Jays and advertising revenue Media Financial Results (Q2 2022 vs Q2 2021) | (In millions of dollars) | 2022 | 2021 | % Chg | | :--- | :--- | :--- | :--- | | **Revenue** | **659** | **546** | **21** | | **Adjusted EBITDA** | **2** | **(75)** | **n/m** | - The **21% revenue increase** was driven by higher Toronto Blue Jays revenue due to the return of home games to Rogers Centre and higher advertising revenue[57](index=57&type=chunk)[59](index=59&type=chunk) - Operating expenses increased by **6%** due to higher costs associated with the Toronto Blue Jays (player payroll, game day costs) and increased production costs as COVID-19 restrictions were removed[58](index=58&type=chunk)[59](index=59&type=chunk) [Capital Expenditures](index=13&type=section&id=Capital%20Expenditures) Total capital expenditures rose 8% in Q2 2022, primarily for Wireless 5G deployment and Cable fibre expansion, with future investments planned for network resilience Capital Expenditures by Segment (Q2 2022 vs Q2 2021) | (In millions of dollars) | 2022 | 2021 | % Chg | | :--- | :--- | :--- | :--- | | Wireless | 457 | 424 | 8 | | Cable | 269 | 227 | 19 | | Media | 19 | 36 | (47) | | **Total** | **778** | **719** | **8** | - Wireless capital expenditures increased due to investments in upgrading the wireless network, including the deployment of **3500 MHz** spectrum for 5G[62](index=62&type=chunk) - Cable capital expenditures increased to support network infrastructure, including fibre deployments to increase FTTH distribution[63](index=63&type=chunk) [Review of Consolidated Performance](index=14&type=section&id=Review%20of%20Consolidated%20Performance) Q2 2022 net income increased 35% to $409 million, driven by higher adjusted EBITDA, though partially offset by a 73% surge in finance costs related to Shaw acquisition debt Reconciliation of Adjusted EBITDA to Net Income (Q2 2022) | (In millions of dollars) | 2022 | 2021 | % Chg | | :--- | :--- | :--- | :--- | | Adjusted EBITDA | 1,592 | 1,374 | 16 | | Depreciation and amortization | (638) | (647) | (1) | | Restructuring, acquisition and other | (71) | (115) | (38) | | Finance costs | (357) | (206) | 73 | | Other income | 18 | 7 | 157 | | Income tax expense | (135) | (111) | 22 | | **Net income** | **409** | **302** | **35** | - Finance costs increased significantly by **73%** in the quarter, primarily due to interest on new debt issued to finance the Shaw Transaction, including the Shaw senior note financing[71](index=71&type=chunk)[72](index=72&type=chunk) - Adjusted net income increased **20% to $463 million**, and adjusted diluted EPS increased **13% to $0.86**[74](index=74&type=chunk) [Managing our Liquidity and Financial Resources](index=16&type=section&id=Managing%20our%20Liquidity%20and%20Financial%20Resources) Cash from operations increased 30% to $1,319 million in Q2 2022, with significant long-term debt issued for the Shaw Transaction, resulting in $13.1 billion restricted cash Summary of Cash Flow Activities (Q2 2022 vs Q2 2021) | (In millions of dollars) | 2022 | 2021 | | :--- | :--- | :--- | | Cash provided by operating activities | 1,319 | 1,016 | | Cash used in investing activities | (663) | (560) | | Cash (used in) provided by financing activities | (800) | (352) | - Year-to-date, the company issued a net **$12.7 billion** in long-term debt, primarily to finance the Shaw Transaction[78](index=78&type=chunk)[86](index=86&type=chunk) - The receivables securitization program was upsized to a maximum of **$2 billion**[82](index=82&type=chunk) - Free cash flow increased **14% to $344 million** in Q2, or **49% to $451 million** when excluding the financing impacts of the Shaw Transaction[98](index=98&type=chunk) [Overview of Financial Position](index=22&type=section&id=Overview%20of%20Financial%20Position) Total assets increased to $54.8 billion and liabilities to $44.0 billion as of June 30, 2022, primarily due to restricted cash and debt for the Shaw Transaction Consolidated Balance Sheet Highlights | (In millions of dollars) | As at June 30, 2022 | As at Dec 31, 2021 | | :--- | :--- | :--- | | **Total current assets** | **18,711** | **5,829** | | Restricted cash and cash equivalents | 13,131 | — | | **Total assets** | **54,769** | **41,963** | | **Total current liabilities** | **7,529** | **8,619** | | Long-term debt | 30,812 | 17,137 | | **Total liabilities** | **43,952** | **31,431** | | **Shareholders' equity** | **10,817** | **10,532** | [Financial Condition](index=23&type=section&id=Financial%20Condition) As of June 30, 2022, available liquidity was $3.8 billion, the debt leverage ratio improved to 3.2x, and credit ratings remain investment grade but are under negative review due to the Shaw Transaction - Available liquidity as of June 30, 2022 was **$3.8 billion**, comprised of **$0.7 billion** in cash and **$3.1 billion** in available credit facilities[101](index=101&type=chunk)[102](index=102&type=chunk) - The debt leverage ratio was **3.2x**, based on **$19.96 billion** of adjusted net debt and **$6.25 billion** of trailing 12-month adjusted EBITDA[108](index=108&type=chunk) - Credit ratings from S&P, Moody's, Fitch, and DBRS are investment grade but are under review with negative implications due to the pending Shaw Transaction[106](index=106&type=chunk) [Financial Risk Management](index=26&type=section&id=Financial%20Risk%20Management) Rogers manages financial risks using derivatives, with 91.6% of debt at fixed rates and all US dollar-denominated debt hedged against foreign exchange fluctuations - The company uses derivative instruments to manage financial risks, with **91.6%** of its outstanding debt at a fixed interest rate as of June 30, 2022[110](index=110&type=chunk) - All foreign exchange risk associated with **US$16.1 billion** in US dollar-denominated senior notes, debentures, and subordinated notes has been economically hedged using debt derivatives[117](index=117&type=chunk) - In connection with new debt issuances in Q1 2022, the company terminated various interest rate derivatives, resulting in significant cash settlements, including a net receipt of **$80 million** and a payment of **US$129 million**[122](index=122&type=chunk)[123](index=123&type=chunk) [Regulatory Developments](index=30&type=section&id=Regulatory%20Developments) Post-outage government and CRTC actions focus on network resilience, while the Competition Bureau challenges the Shaw Transaction, and ISED outlines 3800 MHz spectrum auction rules - Following the July 8, 2022 network outage, the government directed major telecommunications companies to improve network resilience, and the CRTC has requested a detailed explanation from Rogers[140](index=140&type=chunk)[141](index=141&type=chunk) - The Competition Bureau is challenging the Shaw Transaction, alleging it would significantly decrease competition in the wireless market. A Tribunal hearing is expected in November and December 2022[145](index=145&type=chunk)[146](index=146&type=chunk) - ISED Canada released the policy framework for the 3800 MHz spectrum auction, which includes a **100 MHz spectrum cap** for large national providers and a **150 MHz set-aside** for smaller competitors[143](index=143&type=chunk)[144](index=144&type=chunk) [Updates to Risks and Uncertainties](index=31&type=section&id=Updates%20to%20Risks%20and%20Uncertainties) Key risks include the Shaw Transaction's regulatory approval and financing, alongside potential material financial liabilities from class action lawsuits following the July 2022 network outage - The closing of the Shaw Transaction is at risk due to the Competition Bureau's challenge and the requirement to obtain ISED Canada approval for spectrum licence transfers[153](index=153&type=chunk)[154](index=154&type=chunk) - A significant financing risk exists as **$13.3 billion** of senior notes must be redeemed at a premium if the Shaw Transaction is not completed by December 31, 2022, potentially requiring replacement financing on uncertain terms[156](index=156&type=chunk) - Three class action lawsuits have been filed in Quebec following the July 8, 2022 network outage, claiming various damages. The company cannot currently assess the likelihood of success or magnitude of potential liability[157](index=157&type=chunk)[158](index=158&type=chunk) [Other Key Sections](index=32&type=section&id=Other%20Key%20Sections) This section covers critical accounting policies, key performance indicators, non-GAAP financial measures, and other supplementary financial information [Critical Accounting Policies and Estimates](index=32&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Recent accounting amendments, including IFRS 3 and IAS 16 updates, had no material impact on the company's financial results - New accounting pronouncements adopted in 2022 did not have a material impact on the company's financial results[160](index=160&type=chunk) [Key Performance Indicators](index=33&type=section&id=Key%20Performance%20Indicators) Effective January 1, 2022, the company revised its Wireless and Cable subscriber reporting metrics to align with industry practices - As of January 1, 2022, the company changed its reporting of subscriber metrics in both Wireless and Cable segments[3](index=3&type=chunk)[171](index=171&type=chunk) - Wireless metrics now focus on postpaid and prepaid 'mobile phone' subscribers. Cable metrics now separately report retail Internet, Video, Smart Home Monitoring, and Home Phone subscribers[171](index=171&type=chunk)[172](index=172&type=chunk) [Non-GAAP and Other Financial Measures](index=35&type=section&id=Non-GAAP%20and%20Other%20Financial%20Measures) This section defines and reconciles non-GAAP financial measures like Adjusted EBITDA, Adjusted Net Income, and Free Cash Flow to comparable IFRS metrics - The report uses non-GAAP measures like Adjusted EBITDA, Adjusted Net Income, and Free Cash Flow to assess performance[176](index=176&type=chunk) - Reconciliations are provided for key non-GAAP measures, such as Adjusted EBITDA to Net Income and Adjusted Net Income to Net Income[180](index=180&type=chunk)[181](index=181&type=chunk) [Other Information](index=38&type=section&id=Other%20Information) This section provides a summary of consolidated financial results for the past eight quarters and financial information for Rogers Communications Canada Inc. (RCCI) - A summary table of consolidated results for the past eight quarters is provided[183](index=183&type=chunk)[184](index=184&type=chunk) - Consolidating summary financial information is provided for RCI, the guarantor (RCCI), and non-guarantor subsidiaries[185](index=185&type=chunk)[186](index=186&type=chunk)

Financial Data and Key Metrics Changes - Wireless service revenue increased by 7% year-over-year, supported by improvements in smartphone loading, churn performance, and growth in ARPU [8][24] - Postpaid mobile phone net additions were 66,000, more than triple the volume from last year, with churn improving by 12 basis points to 0.71% [9][25] - Mobile phone ARPU was $57.25, up 3% from one year ago, reflecting improvements in roaming revenue [9][26] - Total revenue for Q1 was up 4% and total service revenue increased by 6% year-over-year, largely driven by the wireless business [34] - Adjusted EBITDA increased by 11% with an adjusted EBITDA margin of 42.5%, up 260 basis points [34] Business Line Data and Key Metrics Changes - In the cable segment, revenue was up 2% and adjusted EBITDA increased by 13%, driven by operational efficiencies and a modest price increase [10][28] - Media revenue grew by 10%, primarily due to higher sports-related advertising, although adjusted EBITDA fell by 12% due to increased programming and production costs [12][32] Market Data and Key Metrics Changes - The company reported strong postpaid mobile phone net customer additions, driven by low churn and increased market activity [24] - The cable business saw a slight decline in retail internet net customer additions, with 13,000 added in Q1, down from the previous year [31] Company Strategy and Development Direction - The company is focused on three priorities: better execution across businesses, increased investments in networks and customer service, and completing the Shaw transaction [5][6] - Significant investments were made in infrastructure, with a 34% increase in capital expenditures compared to last year, targeting close to $3 billion in infrastructure investment for the year [13][35] - The company aims to achieve $1 billion in synergies from the Shaw acquisition within the first 24 months post-closing [30][101] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's assets and execution, leading to an increased financial guidance for 2022 [16][41] - The company anticipates continued growth in service revenue and adjusted EBITDA, with expectations of a 7% improvement in wireless for Q2 [43] - Management noted that the competitive landscape remains intense, particularly in retail internet, but emphasized a shift towards whole home solutions [93] Other Important Information - The company successfully completed a $13.3 billion bond issuance to fund the Shaw transaction, with a weighted average cost of borrowing of 4.2% [38][39] - Cash flow from operating activities was over $800 million, up 20% year-over-year, largely due to higher adjusted EBITDA [15] Q&A Session Summary Question: Update on Shaw transaction and wireless landscape - Management refrained from commenting on rumors regarding the sale of Freedom Mobile but reiterated confidence in closing the Shaw transaction in Q2 [49][55] Question: Clarification on cable operating costs and content costs - Management indicated that some cost reductions are recurring, particularly in people costs, and emphasized ongoing efforts to achieve synergies ahead of the Shaw deal [60][62] Question: Competitive environment in retail internet - Management acknowledged the competitive landscape but noted a pivot towards whole home solutions, with a focus on increasing homes passed [93][95] Question: Path of deleveraging and inflation impact - Management confirmed the target of $1 billion in cost synergies post-closing and noted that inflationary pressures are being managed within the overall CapEx and OpEx structure [108][110]

[Company Overview](index=2&type=section&id=Company%20Overview) This section provides an overview of Rogers' identity, strategic direction from its leadership, and key personnel [About Rogers](index=3&type=section&id=About%20Rogers) Rogers is a leading Canadian technology and media company founded by Ted Rogers, providing wireless, cable, sports, and media services across Canada - Rogers has grown from a single radio station, CHFI, to a major Canadian technology and media company offering services in wireless, cable, sports, and media[5](index=5&type=chunk) - The company's stated purpose is to connect Canadians to the most important aspects of their lives[2](index=2&type=chunk) [A Message from Tony Staffieri, President and CEO](index=4&type=section&id=A%20Message%20from%20Tony%20Staffieri%2C%20President%20and%20CEO) The CEO highlights 2022 as a significant year, emphasizing the upcoming combination with Shaw to create a truly national network operator, focusing on network leadership, customer experience, and successful integration - The combination with Shaw is a central theme, positioned to create a national network, increase choice, and allow for more effective competition[7](index=7&type=chunk)[18](index=18&type=chunk) - Strategic priorities for 2022 are centered on network leadership, customer service improvement, and execution[9](index=9&type=chunk)[15](index=15&type=chunk) - Increased investments are planned for the **5G network**, utilizing newly acquired **3500 MHz spectrum**, and for the cable business to advance the **10G initiative with DOCSIS 4.0 technology**[11](index=11&type=chunk)[12](index=12&type=chunk) - The company's 2022 guidance reflects expectations for stronger growth across all business segments, driven by renewed priorities and investments[22](index=22&type=chunk) [A Message from Edward S. Rogers, Chair of the Board](index=6&type=section&id=A%20Message%20from%20Edward%20S.%20Rogers%2C%20Chair%20of%20the%20Board) The Chair emphasizes continuing the founder's legacy through long-term investments, particularly the transformational Shaw transaction, and highlights strategic board changes and community commitments - The Rogers and Shaw transaction is presented as a bold step to accelerate network investment, increase competition, and bridge the digital divide in Western Canada[26](index=26&type=chunk)[27](index=27&type=chunk) - In 2021, strategic changes were made to the Board and management team to improve business performance and deliver the benefits of the Shaw transaction[29](index=29&type=chunk) - The company is committed to maintaining network leadership, being the first to launch **5G in Canada** and investing in **3500 MHz spectrum** to expand its reach to underserved communities[34](index=34&type=chunk)[35](index=35&type=chunk) - Community support in 2021 included expanding the low-cost **'Connected for Success' internet program** to over **750,000 Canadians** and awarding hundreds of Ted Rogers Scholarships[36](index=36&type=chunk)[37](index=37&type=chunk) [Executive Leadership Team and Directors](index=8&type=section&id=Executive%20Leadership%20Team%20and%20Directors) This section lists the members of the Executive Leadership Team and the Board of Directors as of March 3, 2022, including their respective titles and committee chairmanships - Provides a list of the **11 members** of the Executive Leadership Team, led by President and CEO Tony Staffieri[40](index=40&type=chunk) - Provides a list of the **13 members** of the Board of Directors, chaired by Edward S. Rogers[41](index=41&type=chunk) [2021 Financial Report (Management's Discussion and Analysis)](index=10&type=section&id=2021%20Financial%20Report%20%28Management%27s%20Discussion%20and%20Analysis%29) This section provides a comprehensive analysis of Rogers' 2021 financial performance, strategic initiatives, and risk management [Executive Summary](index=13&type=section&id=Executive%20Summary) In 2021, Rogers achieved **5% growth** in total revenue to **$14.66 billion** and a **1% increase** in adjusted EBITDA to **$5.89 billion**, while net income slightly decreased and free cash flow declined by **29%** 2021 Key Financial Information (Consolidated) | (In millions of dollars) | 2021 | 2020 | % Chg | | :--- | :--- | :--- | :--- | | Total revenue | 14,655 | 13,916 | 5% | | Adjusted EBITDA | 5,887 | 5,857 | 1% | | Net income | 1,558 | 1,592 | (2)% | | Adjusted net income | 1,803 | 1,725 | 5% | | Basic earnings per share | $3.09 | $3.15 | (2)% | | Capital expenditures | 2,788 | 2,312 | 21% | | Free cash flow | 1,671 | 2,366 | (29)% | 2021 Key Performance Indicators | (in thousands) | 2021 | 2020 | Chg | | :--- | :--- | :--- | :--- | | Wireless postpaid net additions | 448 | 245 | 203 | | Wireless subscribers | 11,297 | 10,943 | 354 | | Internet net additions | 49 | 57 | (8) | | Internet subscribers | 2,665 | 2,598 | 67 | - Revenue growth was driven by increases across all segments: Wireless service revenue up **1%**, Cable revenue up **3%**, and Media revenue up **23%**[72](index=72&type=chunk) - Free cash flow decreased by **29%** to **$1.67 billion**, mainly due to higher capital expenditures for network investments and increased cash income taxes related to the device financing business model[81](index=81&type=chunk) - The debt leverage ratio rose to **3.4** at year-end, up from **3.0** in 2020, driven by borrowings to pay for **3500 MHz spectrum licences** and the issuance of **$2 billion** in subordinated notes[82](index=82&type=chunk) [Shaw Transaction](index=16&type=section&id=Shaw%20Transaction) On March 15, 2021, Rogers announced an agreement to acquire Shaw Communications Inc. for approximately **$26 billion**, pending key regulatory approvals and expected to close in the first half of 2022 - Rogers agreed to acquire all of Shaw's shares for **$40.50 per share**, valuing the transaction at approximately **$26 billion**, including the assumption of about **$6 billion** of Shaw's debt[86](index=86&type=chunk) - The transaction is subject to customary closing conditions, including key regulatory approvals from the CRTC, Competition Bureau, and ISED Canada, with closing expected in the first half of 2022[87](index=87&type=chunk) - To finance the transaction, Rogers has secured a committed credit facility of up to **$19 billion**, partially reduced to **$13 billion** after entering into a separate **$6 billion** non-revolving term loan facility[90](index=90&type=chunk) [Understanding Our Business](index=17&type=section&id=Understanding%20Our%20Business) Rogers operates through its Wireless, Cable, and Media segments, offering diverse services across Canada and facing intense competition and evolving consumer habits Company Segments and Principal Activities | 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 | | Media | A diversified portfolio of media properties, including sports media and entertainment, television and radio broadcasting, and digital media | - The Wireless segment is a Canadian leader, being the first to launch a **5G network**, which now serves over **1,500 communities** and **70% of the Canadian population** as of year-end 2021[97](index=97&type=chunk) - The Media segment's key assets include the Toronto Blue Jays, Rogers Centre, and an exclusive NHL agreement running through the **2025-2026 season**[104](index=104&type=chunk)[105](index=105&type=chunk) - Key industry trends include rising consumer demand for wireless data driving **5G investment**, the shift in cable towards higher-speed internet and OTT services (cord-cutting), and the migration of media consumption and advertising to digital platforms[118](index=118&type=chunk)[124](index=124&type=chunk)[135](index=135&type=chunk) [Our Strategy, Key Performance Drivers, and Strategic Highlights](index=22&type=section&id=Our%20Strategy%2C%20Key%20Performance%20Drivers%2C%20and%20Strategic%20Highlights) In 2021, Rogers focused on customer experience and network leadership, achieving **5G expansion** and **subscriber growth**, with 2022 priorities including the Shaw acquisition and projected **4-6% service revenue growth** - Key 2021 achievements include expanding the **5G network** to over **1,500 communities**, investing **$3.3 billion** in **3500 MHz spectrum**, and improving Wireless postpaid churn by **5 basis points** to **0.95%**[144](index=144&type=chunk)[146](index=146&type=chunk) - The four main focus areas for 2022 are: 1) Successfully complete the Shaw acquisition and integration, 2) Invest in networks for world-class connectivity, 3) Invest in customer experience, and 4) Improve execution and financial performance[154](index=154&type=chunk) 2022 Full-Year Consolidated Guidance | Metric | 2021 Actual (in millions) | 2022 Guidance Ranges | | :--- | :--- | :--- | | Total service revenue | $12,533 | Increase of 4% to 6% | | Adjusted EBITDA | $5,887 | Increase of 6% to 8% | | Capital expenditures | $2,788 | $2,800 to $3,000 | | Free cash flow | $1,671 | $1,800 to $2,000 | [Capability to Deliver Results](index=26&type=section&id=Capability%20to%20Deliver%20Results) Rogers' capability is built on its leading **5G and cable networks**, significant spectrum holdings, customer experience initiatives, and strong financial position with **$4.2 billion** in available liquidity - Rogers' wireless network was the first with **5G in Canada**, reaching over **70% of the population** by year-end 2021, and its LTE network reaches **96%**[162](index=162&type=chunk) - The company holds a significant wireless spectrum position across low, mid, and high-band frequencies, including **600 MHz, 700 MHz, 2500 MHz**, and newly acquired **3500 MHz licences**[159](index=159&type=chunk)[160](index=160&type=chunk) - The cable network consists of **81,000 km of fibre optic cable**, delivering services over a hybrid fibre-coaxial (HFC) infrastructure that supports gigabit internet speeds and is evolving towards **10 Gbps with DOCSIS 4.0**[164](index=164&type=chunk)[170](index=170&type=chunk) - As of December 31, 2021, the company maintained financial strength with an investment-grade balance sheet and substantial available liquidity of **$4.2 billion**[180](index=180&type=chunk) [2021 Financial Results](index=31&type=section&id=2021%20Financial%20Results) For 2021, Rogers reported a **5% revenue increase** to **$14.66 billion** and a **1% adjusted EBITDA rise** to **$5.89 billion**, driven by Wireless and Cable, while Media's EBITDA declined due to higher sports programming costs 2021 Consolidated Results Summary | (In millions of dollars) | 2021 | 2020 | % Chg | | :--- | :--- | :--- | :--- | | Total Revenue | 14,655 | 13,916 | 5% | | Adjusted EBITDA | 5,887 | 5,857 | 1% | | Net Income | 1,558 | 1,592 | (2)% | | Adjusted Net Income | 1,803 | 1,725 | 5% | | Capital Expenditures | 2,788 | 2,312 | 21% | - Wireless revenue grew **3%** to **$8.77 billion**, with adjusted EBITDA up **4%** to **$4.21 billion**, driven by a larger postpaid subscriber base and higher roaming revenue[191](index=191&type=chunk)[200](index=200&type=chunk) - Cable revenue increased **3%** to **$4.07 billion**, with adjusted EBITDA up **4%** to **$2.01 billion**, due to customers moving to higher-speed internet tiers and subscriber growth[191](index=191&type=chunk)[211](index=211&type=chunk) - Media revenue rose **23%** to **$1.98 billion**, but adjusted EBITDA fell to a loss of **$127 million** from a gain of **$51 million** in 2020, due to higher programming costs as sports seasons returned to a more normal schedule[191](index=191&type=chunk)[217](index=217&type=chunk)[218](index=218&type=chunk) - Net income decreased by **2%**, affected by **$324 million** in restructuring, acquisition, and other costs, of which **$137 million** was directly related to the pending Shaw transaction[231](index=231&type=chunk)[234](index=234&type=chunk) [Managing our Liquidity and Financial Resources](index=44&type=section&id=Managing%20our%20Liquidity%20and%20Financial%20Resources) In 2021, cash from operating activities decreased **4%** to **$4.16 billion**, while investing activities significantly increased due to **$3.3 billion** in spectrum payments, leading to a rise in adjusted net debt to **$20.0 billion** and a **3.4** debt leverage ratio Cash Flow Summary | (In millions of dollars) | 2021 | 2020 | | :--- | :--- | :--- | | Cash provided by operating activities | 4,161 | 4,321 | | Cash used in investing activities | (6,133) | (2,558) | | Cash provided by financing activities | 203 | 227 | | Change in cash and cash equivalents | (1,769) | 1,990 | - Investing activities were dominated by the **$3.3 billion** payment for **3500 MHz spectrum licences** and **$2.8 billion** in capital expenditures[278](index=278&type=chunk)[279](index=279&type=chunk) - The company ended 2021 with available liquidity of **$4.2 billion**, comprising **$0.7 billion** in cash, **$3.1 billion** under bank facilities, and **$0.4 billion** under its receivables securitization program[84](index=84&type=chunk)[309](index=309&type=chunk) - Adjusted net debt increased by **$2.2 billion** to **$20.0 billion**, primarily due to borrowings for spectrum acquisition and a decrease in cash position, resulting in a debt leverage ratio of **3.4**[325](index=325&type=chunk)[328](index=328&type=chunk) - The company paid **$1.01 billion** in dividends in 2021, maintaining its annualized dividend of **$2.00 per share**[304](index=304&type=chunk)[188](index=188&type=chunk) [Environmental, Social, and Governance (ESG)](index=55&type=section&id=Environmental%2C%20Social%2C%20and%20Governance%20%28ESG%29) Rogers' ESG strategy focuses on employee and customer experience, community investment, environmental responsibility, and governance, highlighted by **$70 million** in donations and **$1.38 billion** in government payments in 2021 - In 2021, Rogers provided **$70 million** in cash and in-kind donations and expanded its **'Connected for Success' low-cost internet program** to be available to over **750,000 Canadian households**[381](index=381&type=chunk)[386](index=386&type=chunk) - The company was recognized with several employer awards, including **Canada's Top 100 Employers** and **Best Diversity Employer**[378](index=378&type=chunk) - Voting control of the company is held by the **Rogers Control Trust**, which owns **98% of the Class A voting shares** for the benefit of the Rogers family[391](index=391&type=chunk) - Total taxes and other government payments made by Rogers in 2021 amounted to **$1.38 billion**, including **$700 million** in income taxes paid[404](index=404&type=chunk)[405](index=405&type=chunk) [Risk Management](index=60&type=section&id=Risk%20Management) Rogers' risk management focuses on the Shaw transaction's regulatory and financial implications, ongoing COVID-19 impacts, cybersecurity threats, and various litigation risks, including an **$850 million** lawsuit from Videotron - The completion of the Shaw transaction is a primary risk, contingent on obtaining key regulatory approvals and managing the significant increase in debt, which is expected to exceed **$40 billion** post-closing[418](index=418&type=chunk)[420](index=420&type=chunk)[429](index=429&type=chunk) - The COVID-19 pandemic continues to pose risks, including potential reductions in demand, lower roaming revenue, and supply chain disruptions for network equipment and devices[435](index=435&type=chunk)[436](index=436&type=chunk)[438](index=438&type=chunk) - Cybersecurity and privacy are significant risks, as a breach could result in service disruptions, litigation, and reputational damage[441](index=441&type=chunk)[445](index=445&type=chunk) - The company is involved in several legal proceedings, notably a lawsuit from Videotron alleging breach of contract and seeking **$850 million** in damages related to a joint LTE network agreement[513](index=513&type=chunk) [Regulation in our Industry](index=70&type=section&id=Regulation%20in%20our%20Industry) Rogers' business is heavily regulated by ISED Canada and the CRTC, with key developments including the **3500 MHz spectrum auction**, upcoming **3800 MHz auction**, and CRTC mandates on wholesale MVNO access and low-cost retail plans - The business is regulated by ISED Canada (spectrum) and the CRTC (telecommunications and broadcasting)[523](index=523&type=chunk) - Rogers won **325 licences** in the **3500 MHz spectrum auction** for **$3.3 billion** in 2021, crucial for its **5G network expansion**, with a subsequent auction for the **3800 MHz band** expected in early 2023[552](index=552&type=chunk)[555](index=555&type=chunk) - In April 2021, the CRTC mandated wholesale Mobile Virtual Network Operator (MVNO) access for regional wireless carriers and required national carriers to offer new low-cost and occasional-use retail plans[565](index=565&type=chunk)[566](index=566&type=chunk)[569](index=569&type=chunk) - The CRTC's 2021 decision on wholesale internet rates, which reversed a 2019 order for significantly lower rates, is currently under appeal by a wholesale ISP, creating ongoing uncertainty in the pricing regime[579](index=579&type=chunk)[580](index=580&type=chunk) [Other Information](index=77&type=section&id=Other%20Information) This section details Rogers' critical accounting policies, key performance indicators, upcoming KPI reporting changes, non-GAAP reconciliations, and a five-year summary of consolidated financial results - Critical accounting estimates involve revenue recognition (allocating transaction price), fair value of assets, useful lives of property and equipment, and impairment of assets like goodwill and spectrum licences[593](index=593&type=chunk)[595](index=595&type=chunk)[600](index=600&type=chunk)[602](index=602&type=chunk) - Key Performance Indicators (KPIs) used to measure success include subscriber counts, churn, blended ARPU (Wireless), ARPA (Cable), and capital intensity[636](index=636&type=chunk) - Starting in 2022, the company will change its reporting of certain KPIs, including shifting to 'mobile phone subscribers' and 'mobile phone ARPU' in Wireless, and reporting only 'retail Internet subscribers' in Cable[652](index=652&type=chunk)[653](index=653&type=chunk) Five-Year Financial Summary (Selected) | (In millions of dollars) | 2021 | 2020 | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total revenue | 14,655 | 13,916 | 15,073 | 15,096 | 14,369 | | Adjusted EBITDA | 5,887 | 5,857 | 6,212 | 5,983 | 5,502 | | Net income | 1,558 | 1,592 | 2,043 | 2,059 | 1,845 | | Free cash flow | 1,671 | 2,366 | 2,278 | 2,134 | 1,685 | [Consolidated Financial Statements](index=87&type=section&id=Consolidated%20Financial%20Statements) This section presents Rogers' formal consolidated financial statements for 2021 and 2020, along with the independent auditor's report and detailed notes on accounting policies and financial position [Financial Statements and Independent Auditor's Report](index=87&type=section&id=Financial%20Statements%20and%20Independent%20Auditor%27s%20Report) This section contains Rogers' formal consolidated financial statements for 2021 and 2020, along with KPMG LLP's unqualified audit opinion and identification of goodwill recoverability in Media as a critical audit matter - KPMG LLP issued an unqualified opinion on the consolidated financial statements for the two-year period ended December 31, 2021, stating they present fairly, in all material respects, the financial position and performance in conformity with IFRS[676](index=676&type=chunk) - KPMG also issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2021[677](index=677&type=chunk)[687](index=687&type=chunk) - The audit identified the recoverability of the **$969 million goodwill balance** in the Media segment as a critical audit matter, due to the high degree of judgment involved in assessing future cash flows, discount rates, and terminal growth rates[681](index=681&type=chunk)[682](index=682&type=chunk) [Notes to Consolidated Financial Statements](index=96&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed disclosures on Rogers' significant accounting policies, capital risk management, segmented information, assets, liabilities, financial risk management, and contingent liabilities, including the pending Shaw transaction - The company's capital management objectives are to ensure sufficient liquidity, with key metrics being adjusted net debt (**$20.0 billion**) and debt leverage ratio (**3.4**) at year-end 2021[732](index=732&type=chunk)[737](index=737&type=chunk) - As of December 31, 2021, the company had long-term debt with a carrying amount of **$17.1 billion** and short-term borrowings of **$2.2 billion**[698](index=698&type=chunk) - The company actively uses derivative instruments to manage financial risks, including hedging **100%** of the foreign currency risk on its US dollar-denominated senior notes and debentures[886](index=886&type=chunk)[891](index=891&type=chunk) - The defined benefit pension plans were in a net asset position of **$18 million** as of December 31, 2021, a significant improvement from a net liability position of **$574 million** at the end of 2020[329](index=329&type=chunk)[1037](index=1037&type=chunk) [Corporate and Shareholder Information](index=146&type=section&id=Corporate%20and%20Shareholder%20Information) This section provides essential contact details for corporate offices, shareholder services, and investor relations, along with stock exchange listings, dividend information, and trading ranges - Provides contact information for corporate offices, shareholder services (TSX Trust Company), and investor relations[1181](index=1181&type=chunk)[1182](index=1182&type=chunk)[1183](index=1183&type=chunk) - Rogers' shares are listed on the Toronto Stock Exchange (RCI.A and RCI.B) and the New York Stock Exchange (RCI)[1184](index=1184&type=chunk) 2022 Expected Dividend Dates | Record Date* | Payment Date* | | :--- | :--- | | March 10, 2022 | April 1, 2022 | | June 10, 2022 | July 4, 2022 | | September 9, 2022 | October 3, 2022 | | December 9, 2022 | January 3, 2023 | | * Subject to Board approval | |

Rogers Communications Inc. (NYSE:RCI) Q4 2021 Earnings Conference Call January 27, 2022 8:00 AM ET Company Participants Paul Carpino – Vice President-Investor Relations Tony Staffieri – President and Chief Executive Officer Paulina Molnar – Interim Chief Financial Officer Jorge Fernandes – Chief Technology and Information Officer Conference Call Participants Drew McReynolds – RBC Vince Valentini – TD Securities David Barden – Bank of America Jeff Fan – Scotiabank Aravinda Galappatthige – Canaccord Genuity S ...

Exhibit 99.1 ROGERS COMMUNICATIONS REPORTS FOURTH QUARTER AND FULL-YEAR 2021 RESULTS; ANNOUNCES 2022 FINANCIAL GUIDANCE TORONTO (January 27, 2022) - Rogers Communications Inc. today announced its unaudited financial and operating results for the fourth quarter ended December 31, 2021. Consolidated Financial Highlights | | | Three months ended December 31 | | | Twelve months ended December 31 | | | --- | --- | --- | --- | --- | --- | --- | | (In millions of Canadian dollars, except per share amounts, | | | | ...

Wireless - Strong wireless recovery with postpaid net adds of 175,000[10] and a record low Q3 postpaid churn of 0.95%[11] - Wireless service revenue increased by 3% to $1.706 billion[30] - Adjusted EBITDA for Wireless increased by 2% to $1.107 billion[30] - Blended ARPU for Wireless increased by 0.4% to $51.31[30] Cable - Continuous improvement in Cable with Ignite TV net adds of 64,000[19] - Cable revenue increased by 3% to $1.016 billion[33] - Adjusted EBITDA for Cable increased by 2% to $516 million[33] - ARPA for Cable increased by 0.4% to $131.79[33] Media - Sports and Media revenue decreased by 3% to $473 million[24] - Adjusted EBITDA for Media decreased by 63% to $33 million[37] Consolidated Results - Total service revenue increased by 2% to $3.149 billion[42] - Adjusted EBITDA decreased by 2% to $1.600 billion[43] - Capital expenditures increased by 47% to $739 million[47]

Rogers Communications Inc. (NYSE:RCI) Q3 2021 Results Conference Call October 21, 2021 8:00 AM ET Company Participants Paul Carpino - VP, IR Joe Natale - President and CEO Paulina Molnar - Interim CFO Dave Fuller - President, Wireless Conference Call Participants Drew McReynolds - RBC Vince Valentini - TD Securities Jeff Fan - Scotiabank Aravinda Galappatthige - Canaccord Jerome Dubreuil - Desjardins Sebastiano Petti - JP Morgan Operator Thank you for standing by. This is the conference operator. Welcome to ...

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, 2021, as well as forward-looking information about future periods. This MD&A should be read in conjunction with our Third Quarter 2021 Interim Condensed Consolidated Financial Statements and notes thereto, which have been prepared in accordance with International Accounting Standard 34, Inter ...

Rogers Communications Inc. (NYSE:RCI) Q2 2021 Earnings Conference Call July 21, 2021 8:00 AM ET Company Participants Paul Carpino - Vice President of Investor Relations Joe Natale - President & Chief Executive Officer Tony Staffieri - Chief Financial Officer Conference Call Participants Drew McReynolds - RBC Jeff Fan - Scotiabank Aravinda Galappatthige - Canaccord Diego Barajas - Morgan Stanley Sebastiano Petti - JPMorgan Jerome Dubreuil - Desjardins David McFadgen - Cormark Operator Thank you for standing ...

Q2 2021 Results July 21, 2021 │② 1 Cautionary note The following materials are for presentation purposes only. They accompany the discussions held during Rogers Communications Inc.'s (Rogers) investor conference call on July 21, 2021. These materials should be read in conjunction with the disclosure documents referenced below. Certain statements made in this presentation, including, but not limited to, statements relating to expected future events, financial and operating results, guidance, objectives, plan ...