EX-99.2 3 rci-06302018xexhibit992.htm EXHIBIT 99.2 Exhibit



Exhibit 99.2
rogerslogoa08.jpg




Rogers Communications Inc.



INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Three and six months ended June 30, 2018 and 2017



















Rogers Communications Inc.
1
Second Quarter 2018





Rogers Communications Inc.
Interim Condensed Consolidated Statements of Income
(In millions of Canadian dollars, except per share amounts, unaudited)
  
  
Three months ended June 30
 
 
Six months ended June 30
 
  
Note

2018

2017

 
2018

2017

 
 
 
(restated,
see note 2)

 
 
(restated,
see note 2)

 
 
 
 
 
 
 
Revenue
4

3,756

3,620

 
7,389

6,992

 
 
 
 
 


Operating expenses:
 
 
 
 


Operating costs
5

2,252

2,231

 
4,547

4,429

Depreciation and amortization
 
545

535

 
1,089

1,080

Gain on disposition of property, plant and equipment
 

(49
)
 
(11
)
(49
)
Restructuring, acquisition and other
6

26

34

 
69

62

Finance costs
7

193

189

 
412

379

Other expense (income)
8

2

(31
)
 
(21
)
(42
)
 
 
 
 
 
 
 
Income before income tax expense
 
738

711

 
1,304

1,133

Income tax expense
 
200

183

 
341

295

 
 
 
 
 




Net income for the period
 
538

528

 
963

838

 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
Basic
9

$1.04
$1.03
 
$1.87
$1.63
Diluted
9

$1.04
$1.02
 
$1.86
$1.62
The accompanying notes are an integral part of the interim condensed consolidated financial statements.



Rogers Communications Inc.
2
Second Quarter 2018





Rogers Communications Inc.
Interim Condensed Consolidated Statements of Comprehensive Income
(In millions of Canadian dollars, unaudited)
  
Three months ended June 30
 
 
Six months ended June 30
 
  
2018

2017

 
2018

2017

 
 
(restated,
see note 2)

 
 
(restated,
see note 2)

 
 
 
 
 
 
Net income for the period
538

528

 
963

838

 
 
 
 
 
 
Other comprehensive (loss) income:
 
 
 
 
 
 
 
 
 
 
 
Items that will not be reclassified to income
 
 
 
 
 
Equity investments measured at fair value through other comprehensive income (FVTOCI):
 
 
 
 
 
(Decrease) increase in fair value
(120
)
137

 
(421
)
215

Related income tax recovery (expense)
16

(18
)
 
56

(27
)
 
 
 
 
 
 
Equity investments measured at FVTOCI
(104
)
119

 
(365
)
188

 
 
 
 
 
 
Items that may subsequently be reclassified to income:
 
 
 
 
 
Cash flow hedging derivative instruments:
 
 
 
 
 
Unrealized gain (loss) in fair value of derivative instruments
129

(173
)
 
250

(301
)
Reclassification to net income of (gain) loss on debt derivatives
(121
)
216

 
(384
)
302

Reclassification to net income or property, plant and equipment of loss (gain) on expenditure derivatives
1

(1
)
 
5

6

Reclassification to net income for accrued interest
(10
)
(19
)
 
(23
)
(37
)
Related income tax (expense) recovery
(18
)
8

 
(9
)
26

 
 
 
 
 
 
Cash flow hedging derivative instruments
(19
)
31

 
(161
)
(4
)
 
 
 
 
 
 
Share of other comprehensive income (loss) of equity-accounted investments, net of tax
9

(6
)
 
10

(14
)
 
 
 
 
 
 
Other comprehensive (loss) income for the period
(114
)
144

 
(516
)
170

 
 
 
 
 
 
Comprehensive income for the period
424

672

 
447

1,008

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

Rogers Communications Inc.
3
Second Quarter 2018





Rogers Communications Inc.
Interim Condensed Consolidated Statements of Financial Position
(In millions of Canadian dollars, unaudited)
 
 
As at
June 30

As at
December 31

As at
January 1

  
Note

2018

2017

2017

 
 
 
(restated,
see note 2)

(restated,
see note 2)

 
 
 
 
 
Assets
 
 
 
 
Current assets:
 
 
 
 
Accounts receivable
 
2,071

2,035

1,944

Inventories
 
390

435

452

Current portion of contract assets
4

884

820

723

Other current assets
 
468

414

417

Current portion of derivative instruments
10

145

421

91

Total current assets
 
3,958

4,125

3,627

 
 
 
 
 
Property, plant and equipment
 
11,350

11,143

10,749

Intangible assets


7,203

7,244

7,130

Investments
11

2,156

2,561

2,174

Derivative instruments
10

1,058

953

1,708

Contract assets
4

443

413

354

Other long-term assets
 
132

143

156

Deferred tax assets
 
3

3

8

Goodwill
 
3,905

3,905

3,905

 
 
 
 
 
Total assets
 
30,208

30,490

29,811

 
 
 
 
 
Liabilities and shareholders' equity
 
 
 
 
Current liabilities:
 
 
 
 
Bank advances
 
11

6

71

Short-term borrowings
12

2,176

1,585

800

Accounts payable and accrued liabilities
 
2,651

2,931

2,783

Income tax payable
 
194

62

186

Other current liabilities
 
128

132

285

Current portion of contract liabilities
 
274

278

302

Current portion of long-term debt
13

400

1,756

750

Current portion of derivative instruments
10

74

133

22

Total current liabilities
 
5,908

6,883

5,199

 
 


 
 
Provisions
 
36

35

33

Long-term debt
13

13,600

12,692

15,330

Derivative instruments
10

102

147

118

Other long-term liabilities
 
525

613

562

Deferred tax liabilities
 
2,592

2,624

2,285

Total liabilities
 
22,763

22,994

23,527

 
 


 
 
Shareholders' equity
14

7,445

7,496

6,284

 
 


 
 
Total liabilities and shareholders' equity
 
30,208

30,490

29,811

 
 
 
 
 
Contingent liabilities
17

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


Rogers Communications Inc.
4
Second Quarter 2018





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
 
 
 
 
 
Six months ended June 30, 2018
Amount

Number
of shares
(000s)

Amount

Number
of shares
(000s)

Retained
earnings

FVTOCI investment reserve

Hedging
reserve

Equity
investment reserve

Total
shareholders'
equity

Balances, December 31, 2017 (restated, see note 2)
72

112,407

405

402,403

6,074

1,013

(63
)
(5
)
7,496

Adjustments pertaining to IFRS 9 adoption (see note 2)
 
 
 
 
(4
)
 
 
 
(4
)
Balances, January 1, 2018 (restated, see note 2)
72

112,407

405

402,403

6,070

1,013

(63
)
(5
)
7,492

Net income for the period




963




963

 
 
 
 
 
 
 
 
 
 
Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
FVTOCI investments, net of tax





(365
)


(365
)
Derivative instruments accounted for as hedges, net of tax






(161
)

(161
)
Share of equity-accounted investments, net of tax







10

10

Total other comprehensive income (loss)





(365
)
(161
)
10

(516
)
Comprehensive income for the period




963

(365
)
(161
)
10

447

 
 
 
 
 
 
 
 
 
 
Transactions with shareholders recorded directly in equity:
 
 
 
 
 
 
 
 
 
Dividends declared




(494
)



(494
)
Shares issued on exercise of stock options



2






Share class exchange
(1
)
(1,250
)
1

1,250






Total transactions with shareholders
(1
)
(1,250
)
1

1,252

(494
)



(494
)
 
 
 
 
 
 
 
 
 
 
Balances, June 30, 2018
71

111,157

406

403,655

6,539

648

(224
)
5

7,445


 
Class A
Voting Shares
Class B
Non-Voting Shares
 
 
 
 
 
Six months ended June 30, 2017
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, 2017 (restated, see note 2)
72

112,412

405

402,396

5,262

642

(107
)
10

6,284

Net income for the period (restated, see note 2)




838




838

 
 
 
 
 
 
 
 
 
 
Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
FVTOCI investments, net of tax





188



188

Derivative instruments accounted for as hedges, net of tax






(4
)

(4
)
Share of equity-accounted investments, net of tax







(14
)
(14
)
Total other comprehensive income (loss)





188

(4
)
(14
)
170

Comprehensive income for the period




838

188

(4
)
(14
)
1,008

 
 
 
 
 
 
 
 
 
 
Transactions with shareholders recorded directly in equity:
 
 
 
 
 
 
 
 
 
Dividends declared




(494
)



(494
)
Shares issued on exercise of stock options



2






Share class exchange

(5
)

5






Total transactions with shareholders

(5
)

7

(494
)



(494
)
 
 
 
 
 
 
 
 
 
 
Balances, June 30, 2017 (restated, see note 2)
72

112,407

405

402,403

5,606

830

(111
)
(4
)
6,798

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


Rogers Communications Inc.
5
Second Quarter 2018





Rogers Communications Inc.
Interim Condensed Consolidated Statements of Cash Flows
(In millions of Canadian dollars, unaudited)
  
  
Three months ended June 30
 

Six months ended June 30
 
  
Note

2018

2017

 
2018

2017

 
 
 
(restated,
see note 2)

 
 
(restated,
see note 2)

Operating activities:
 
 
 
 
 
 
Net income for the period
 
538

528

 
963

838

Adjustments to reconcile net income to cash provided by operating activities:
 
 
 
 


Depreciation and amortization
 
545

535

 
1,089

1,080

Program rights amortization
 
16

16

 
30

36

Finance costs
7

193

189

 
412

379

Income tax expense
 
200

183

 
341

295

Post-employment benefits contributions, net of expense
 
(86
)
(65
)
 
(69
)
(59
)
Gain on disposition of property, plant and equipment
 

(49
)
 
(11
)
(49
)
Recovery on wind down of shomi
8


(20
)
 

(20
)
Net change in contract asset balances
4

(25
)
(5
)
 
(94
)
(29
)
Other
 
21

19

 
(5
)
29

Cash provided by operating activities before changes in non-cash working capital items, income taxes paid, and interest paid
 
1,402

1,331

 
2,656

2,500

Change in non-cash operating working capital items
18

(128
)
(223
)
 
(149
)
(398
)
Cash provided by operating activities before income taxes paid and interest paid
 
1,274

1,108

 
2,507

2,102

Income taxes paid
 
(81
)
(152
)
 
(191
)
(312
)
Interest paid
 
(145
)
(133
)
 
(383
)
(371
)
 
 
 
 
 
 
 
Cash provided by operating activities
 
1,048

823

 
1,933

1,419

 
 
 
 
 
 
 
Investing activities:
 
 
 
 
 
 
Capital expenditures
18

(657
)
(451
)
 
(1,262
)
(937
)
Additions to program rights
 
(6
)
(19
)
 
(12
)
(33
)
Changes in non-cash working capital related to capital expenditures and intangible assets
 
(57
)
(7
)
 
(195
)
(88
)
Acquisitions and other strategic transactions, net of cash acquired



(184
)
 

(184
)
Other
 
1

(26
)
 
11

(52
)
 
 
 
 
 
 
 
Cash used in investing activities
 
(719
)
(687
)
 
(1,458
)
(1,294
)
 
 
 
 
 
 
 
Financing activities:
 
 
 
 
 
 
Net proceeds received on short-term borrowings
12

1,355

889

 
507

1,225

Net repayment of long-term debt
13

(1,761
)
(795
)
 
(823
)
(848
)
Net proceeds (payments) on settlement of debt derivatives and forward contracts
10

362

(8
)
 
346

(11
)
Transaction costs incurred
13



 
(16
)

Dividends paid
 
(247
)
(247
)
 
(494
)
(494
)
 
 
 
 
 
 
 
Cash used in financing activities
 
(291
)
(161
)
 
(480
)
(128
)
 
 
 
 
 
 
 
Change in cash and cash equivalents
 
38

(25
)
 
(5
)
(3
)
Bank advances, beginning of period
 
(49
)
(49
)
 
(6
)
(71
)
 
 
 
 
 
 
 
Bank advances, end of period
 
(11
)
(74
)
 
(11
)
(74
)
The accompanying notes are an integral part of the interim condensed consolidated financial statements.


Rogers Communications Inc.
6
Second Quarter 2018



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

We report our results of operations in three reportable segments. Each segment and the nature of its business is as follows:
Segment
Principal activities
Wireless
Wireless telecommunications operations for Canadian consumers 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 enterprise, 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, digital media, and publishing. 

During the six months ended June 30, 2018, 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.

Statement of Compliance
We prepared our interim condensed consolidated financial statements for the three and six months ended June 30, 2018 (second quarter 2018 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 annual audited consolidated financial statements for the year ended December 31, 2017 (2017 financial statements) with the exception of new accounting policies that were adopted on January 1, 2018 as described in note 2. These second quarter 2018 interim financial statements were approved by the Audit and Risk Committee of the Board of Directors on July 18, 2018.

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
The notes presented in these second quarter 2018 interim financial statements include only significant transactions and changes occurring for the six months since our year-end of December 31, 2017 and do not include all disclosures required by International Financial Reporting Standards (IFRS) as issued by the IASB for annual financial statements. These second quarter 2018 interim financial statements should be read in conjunction with the 2017 financial statements.

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. All dollar amounts are in Canadian dollars unless otherwise stated.

Amended Accounting Pronouncements Adopted in 2018
We adopted new amendments to the following accounting standards effective for our interim and annual consolidated financial statements commencing January 1, 2018. These changes did not have a material impact on our financial results.
IFRS 2, Share-based payment
IFRIC 22, Foreign currency transactions and advance consideration


Rogers Communications Inc.
7
Second Quarter 2018



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)


New Accounting Standards
We adopted the following new accounting standards effective January 1, 2018.

IFRS 15 - Revenue from contracts with customers (IFRS 15)
IFRS 15 supersedes previous accounting standards for revenue, including IAS 18, Revenue (IAS 18) and IFRIC 13, Customer loyalty programmes (IFRIC 13).

IFRS 15 introduced a single model for recognizing revenue from contracts with customers. This standard applies to all contracts with customers, with only some exceptions, including certain contracts accounted for under other IFRSs. The standard requires revenue to be recognized in a manner that depicts the transfer of promised goods or services to a customer and at an amount that reflects the consideration expected to be received in exchange for transferring those goods or services. This is achieved by applying the following five steps:

1. identify the contract with a customer;
2. identify the performance obligations in the contract;
3. determine the transaction price;
4. allocate the transaction price to the performance obligations in the contract; and
5. recognize revenue when (or as) the entity satisfies a performance obligation.

IFRS 15 also provides guidance relating to the treatment of contract acquisition and contract fulfillment costs.

The application of this new standard has significant impacts on our reported Wireless results, specifically with regards to the timing of recognition and classification of revenue, and the treatment of costs incurred in acquiring customer contracts. The timing of recognition and classification of revenue is affected because, at contract inception, IFRS 15 requires the estimation of total consideration over the contract term and the allocation of that consideration to all performance obligations in the contract based on their relative stand-alone selling prices. This affects our Wireless arrangements that bundle equipment and service together into monthly service fees, which results in an increase to equipment revenue recognized at contract inception and a decrease to service revenue recognized over the course of the contracts. The application of IFRS 15 does not affect our cash flows from operations or the methods and underlying economics through which we transact with our customers.

The treatment of costs incurred in acquiring customer contracts is affected as IFRS 15 requires certain contract acquisition costs (such as sales commissions) to be recognized as an asset and amortized into operating expenses over time. Previously, such costs were expensed as incurred.

In addition, new assets and liabilities have been recognized on our Consolidated Statements of Financial Position. Specifically, a contract asset and contract liability is recognized to account for any timing differences between the revenue recognized and the amounts billed to the customer.

Significant judgment is needed to determine whether a promise to deliver goods or services is considered distinct and in determining the costs that are incremental to obtaining a contract with a customer.

We have made a policy choice to adopt IFRS 15 with full retrospective application, subject to certain practical expedients. As a result, all comparative information in these financial statements has been prepared as if IFRS 15 had been in effect since January 1, 2017. The accounting policies set out in note 4 have been applied in preparing the condensed consolidated financial statements as at and for the three and six months ended June 30, 2018, the comparative information presented in these condensed consolidated financial statements as at and for the three and six months ended June 30, 2017, and for the opening condensed consolidated statement of financial position as at January 1, 2017. In preparing our condensed consolidated statements of financial position as at January 1, 2017 and December 31, 2017, we have adjusted amounts previously reported in financial statements prepared in accordance with previous IFRS on revenue recognition, including IAS 18 and IFRIC 13.

Upon adoption of, and transition to, IFRS 15, we elected to utilize the following practical expedients, allowing us to:
recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that we would have otherwise recognized would have been one year or less;
not disclose, on an annual basis, the unsatisfied portions of performance obligations related to contracts with a duration of one year or less or where the revenue we recognize is equal to the amount invoiced to the customer; and
not adjust the total consideration over the contract term for effects of a significant financing component, if we expect that the period between when we would transfer our good or service to the customer and when the customer would pay for the good or service would be one year or less.

Rogers Communications Inc.
8
Second Quarter 2018



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)



Reconciliation of condensed consolidated statements of income for the three and six months ended June 30, 2017
Below is the effect of transition to IFRS 15 on our condensed consolidated statements of income for the three and six months ended June 30, 2017, all of which pertain to our Wireless segment.
  
  
Three months ended June 30, 2017
 
 
Six months ended June 30, 2017
 
(In millions of dollars, except per share amounts)
Reference
As previously reported

Adjustments

Restated

 
As previously reported

Adjustments

Restated

 
 
 
 
 
 
 
 
 
Revenue
i, iii
3,592

28

3,620

 
6,930

62

6,992

 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
Operating costs
ii, iii
2,201

30

2,231

 
4,386

43

4,429

Depreciation and amortization
 
535


535

 
1,080


1,080

Gain on disposition of property, plant and equipment
 
(49
)

(49
)
 
(49
)

(49
)
Restructuring, acquisition and other
 
34


34

 
62


62

Finance costs
 
189


189

 
379


379

Other income
 
(31
)

(31
)
 
(42
)

(42
)
 
 
 
 
 
 
 
 
 
Income before income tax expense
 
713

(2
)
711

 
1,114

19

1,133

Income tax expense
 
182

1

183

 
289

6

295

 
 
 
 
 
 
 
 


Net income for the period
 
531

(3
)
528

 
825

13

838

 
 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
 
Basic
 
$1.03
$0.00
$1.03
 
$1.60
$0.03
$1.63
Diluted
 
$1.03

($0.01
)
$1.02
 
$1.60
$0.02
$1.62


Rogers Communications Inc.
9
Second Quarter 2018



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)


Reconciliation of condensed consolidated statements of financial position as at January 1, 2017 and December 31, 2017
Below is the effect of transition to IFRS 15 on our condensed consolidated statements of financial position as at January 1, 2017 and December 31, 2017.
 
 
As at January 1, 2017
 
 
As at December 31, 2017
 
(in millions of dollars)
Reference
As previously reported

Adjustments

Restated

 
As previously reported

Adjustments

Restated

 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
Accounts receivable
 
1,949

(5
)
1,944

 
2,041

(6
)
2,035

Inventories
iii
315

137

452

 
313

122

435

Current portion of contract assets
i

723

723

 

820

820

Other current assets
ii
215

202

417

 
197

217

414

Current portion of derivative instruments
 
91


91

 
421


421

Total current assets
 
2,570

1,057

3,627

 
2,972

1,153

4,125

 
 
 
 
 
 
 
 
 
Property, plant and equipment
 
10,749


10,749

 
11,143


11,143

Intangible assets
 
7,130


7,130

 
7,244


7,244

Investments
 
2,174


2,174

 
2,561


2,561

Derivative instruments
 
1,708


1,708

 
953


953

Contract assets
i

354

354

 

413

413

Other long-term assets
ii
98

58

156

 
82

61

143

Deferred tax assets
 
8


8

 
3


3

Goodwill
 
3,905


3,905

 
3,905


3,905

 
 
 
 
 
 
 
 
 
Total assets
 
28,342

1,469

29,811

 
28,863

1,627

30,490

 
 
 
 
 
 
 
 
 
Liabilities and shareholders' equity
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
Bank advances
 
71


71

 
6


6

Short-term borrowings
 
800


800

 
1,585


1,585

Accounts payable and accrued liabilities
 
2,783


2,783

 
2,931


2,931

Income tax payable
 
186


186

 
62


62

Other current liabilities 1
iii
134

151

285

 
4

128

132

Current portion of contract liabilities 2
i
367

(65
)
302

 
346

(68
)
278

Current portion of long-term debt
 
750


750

 
1,756


1,756

Current portion of derivative instruments
 
22


22

 
133


133

Total current liabilities
 
5,113

86

5,199

 
6,823

60

6,883

 
 
 
 
 
 
 
 
 
Provisions
 
33


33

 
35


35

Long-term debt
 
15,330


15,330

 
12,692


12,692

Derivative instruments
 
118


118

 
147


147

Other long-term liabilities
 
562


562

 
613


613

Deferred tax liabilities
 
1,917

368

2,285

 
2,206

418

2,624

Total liabilities
 
23,073

454

23,527

 
22,516

478

22,994

 
 
 
 
 
 
 
 
 
Shareholders' equity
 
5,269

1,015

6,284

 
6,347

1,149

7,496

 
 
 
 
 
 
 
 
 
Total liabilities and shareholders' equity
 
28,342

1,469

29,811

 
28,863

1,627

30,490

1 
Previously reported as "current portion of provisions".
2 
Previously reported as "unearned revenue".

The application of IFRS 15 did not affect our cash flow totals from operating, investing, or financing activities.

i) Contract assets and liabilities
Contract assets arise primarily as a result of the difference between revenue recognized on the sale of a wireless device at the onset of a term contract and the cash collected at the point of sale. Revenue recognized at point of sale requires the estimation of total consideration over the contract term and the allocation of that consideration to all performance obligations in the contract based on their relative stand-alone selling prices. For Wireless term contracts, revenue is recognized earlier than previously reported, with a larger allocation to equipment revenue. Prior to the adoption of IFRS 15, the amount allocated to equipment revenue was limited to the non-contingent consideration received at the point of sale when recovery of the remaining consideration in the contract was contingent upon the delivery of future services.


Rogers Communications Inc.
10
Second Quarter 2018



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)


We record a contract liability when we receive payment from a customer in advance of providing goods and services. We account for contract assets and liabilities on a contract-by-contract basis, with each contract being presented as a single net contract asset or net contract liability accordingly.

All contract assets are recorded net of an allowance for expected credit losses, measured in accordance with IFRS 9.

ii) Deferred commission cost assets
Under IFRS 15, we defer incremental commission costs paid to internal and external representatives as a result of obtaining contracts with customers as deferred commission cost assets and amortize them to operating expenses over the pattern of the transfer of goods and services to the customer, which is typically evenly over either 12 or 24 consecutive months.

iii) Inventories and other current liabilities
Under IFRS 15, we determine when the customer obtains control of the distinct good or service. For affected transactions, we have defined our customer as the end subscriber and determined that they obtain control when they receive possession of a wireless device, which typically occurs upon activation. For certain transactions through third-party dealers and other retailers, the timing of when the customer obtains control of a wireless device will be deferred in comparison to our previous policy, where revenue was recognized when the wireless device was delivered and accepted by the independent dealer. This results in a greater inventory balance and a corresponding increase in other current liabilities.

IFRS 9 - Financial instruments (IFRS 9)
In July 2014, the IASB issued the final publication of the IFRS 9 standard, which supersedes IAS 39, Financial Instruments: recognition and measurement (IAS 39). IFRS 9 includes revised guidance on the classification and measurement of financial instruments, new guidance for measuring impairment on financial assets, and new hedge accounting guidance. We have adopted IFRS 9 on a retrospective basis; however, our 2017 comparatives were not restated because it was not possible to do so without the use of hindsight.

Under IFRS 9, financial assets are classified and measured based on the business model in which they are held and the characteristics of their contractual cash flows. IFRS 9 contains three primary measurement categories for financial assets: measured at amortized cost, fair value through other comprehensive income (FVTOCI), and fair value through profit and loss (FVTPL). Under IFRS 9, we have irrevocably elected to present subsequent changes in the fair value of our equity investments that are neither held-for-trading nor contingent consideration arising from a business combination in other comprehensive income with no reclassification of net gains and losses to net income. For these equity investments, any impairment on the instrument will be recorded in other comprehensive income, and cumulative gains or losses in other comprehensive income will not be reclassified into net income, including upon disposal.

As a result, our previous "available-for-sale financial asset reserve" will now be referred to as the "FVTOCI investment reserve". This reserve represents the accumulated change in fair value of our equity investments that are measured at FVTOCI less accumulated impairment losses related to the investments and accumulated amounts reclassified into equity.

Under IFRS 9, the loss allowance for trade receivables must be calculated using the expected lifetime credit loss and recorded at the time of initial recognition. A portion of our trade receivables required an incremental loss allowance in order to comply with the requirements of IFRS 9; as a result, we recognized a $4 million decrease to accounts receivable and a corresponding decrease to retained earnings within shareholders' equity effective January 1, 2018. In addition, the expected loss allowance using the lifetime credit loss approach is applied to contract assets under IFRS 15. There is no significant effect on the carrying value of our other financial instruments under IFRS 9 related to this new requirement.

The new hedge accounting guidance aligns hedge accounting more closely with an entity's risk management objectives and strategies. IFRS 9 does not fundamentally change the types of hedging relationships or the requirement to measure and recognize ineffectiveness; however, it allows more hedging strategies used for risk management to qualify for hedge accounting and introduces more judgment to assess the effectiveness of a hedging relationship, primarily from a qualitative standpoint. This is not expected to have an effect on our reported results and will simplify our application of effectiveness tests going forward.


Rogers Communications Inc.
11
Second Quarter 2018



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)


Below is a summary showing the classification and measurement bases of our financial instruments as at January 1, 2018 as a result of adopting IFRS 9 (along with a comparison to IAS 39).
Financial instrument
IAS 39
IFRS 9
 
 
 
Financial assets
 
 
Cash and cash equivalents
Loans and receivables (amortized cost)
Amortized cost
Accounts receivable
Loans and receivables (amortized cost)
Amortized cost
Investments
Available-for-sale (FVTOCI) 1
FVTOCI with no reclassification to net income
 
 
 
Financial liabilities
 
 
Bank advances
Other financial liabilities (amortized cost)
Amortized cost
Short-term borrowings
Other financial liabilities (amortized cost) 2
Amortized cost
Accounts payable
Other financial liabilities (amortized cost)
Amortized cost
Accrued liabilities
Other financial liabilities (amortized cost)
Amortized cost
Long-term debt
Other financial liabilities (amortized cost) 2
Amortized cost
 
 
 
Derivatives 3
 
 
Debt derivatives 4
Held-for-trading (FVTOCI where subject to hedge accounting and FVTPL)
FVTOCI and FVTPL
Bond forwards
Held-for-trading (FVTOCI under hedge accounting)
FVTOCI
Expenditure derivatives
Held-for-trading (FVTOCI under hedge accounting)
FVTOCI
Equity derivatives
Held-for-trading (FVTPL) 5
FVTPL
1 
Subsequently measured at fair value with changes recognized in other comprehensive income. The net change subsequent to initial recognition, in the case of investments, is reclassified into net income upon disposal of the investment or when the investment becomes impaired.
2 
Subsequently measured at amortized cost using the effective interest method.
3 
The derivatives can be in an asset or liability position at a point in time historically or in the future. For derivatives designated as cash flow hedges for accounting purposes, the effective portion of the hedge is recognized in accumulated other comprehensive income and the ineffective portion of the hedge is recognized immediately into net income.
4 
Debt derivatives related to our senior notes and debentures have been designated as hedges for accounting purposes and will be classified as FVTOCI. Debt derivatives related to our credit facility and commercial paper borrowings have not been designated as hedges for accounting purposes and will be classified as FVTPL.
5 
Subsequent changes are offset against stock-based compensation expense or recovery in operating costs.

Recent Accounting Pronouncements Not Yet Adopted
The IASB has issued IFRS 16, Leases, effective for January 1, 2019. This change is not yet adopted by us and will have an impact on future periods. This new standard is described in our 2017 financial statements. We continue to assess the impact of this standard on our consolidated financial statements and we are progressing with the implementation of this standard. A new system is being implemented that will enable us to comply with the requirements of the standard on a contract-by-contract basis and we expect to begin using this system in 2019. We continue to evaluate our accounting policy determinations and have commenced the data validation process, both of which we expect will continue throughout 2018. We plan to adopt IFRS 16 with the cumulative effect of initial application recognized as an adjustment to opening equity on January 1, 2019. We intend to disclose the estimated financial effects of the adoption of IFRS 16 in our 2018 annual audited consolidated financial statements.

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. 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.

Effective January 1, 2018, we redefined our reportable segments as a result of technological evolution and the increased overlap between the various product offerings within our legacy Cable and legacy Business Solutions reportable segments, as well as how we allocate resources amongst, and the general management of, our reportable segments. Effective January 1, 2018, the results of our legacy Cable segment, legacy Business Solutions segment, and our Smart Home Monitoring products are presented within a redefined Cable segment. Financial results related to our Smart Home Monitoring products were previously reported within Corporate items and intercompany eliminations. We have retrospectively amended our 2017 comparative segment results to account for this redefinition.


Rogers Communications Inc.
12
Second Quarter 2018



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)


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. Effective January 1, 2018, 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. Previously, our chief operating decision maker reviewed adjusted operating profit as the key measure of profit, however we believe adjusted EBITDA more fully reflects segment and consolidated profitability. The difference between adjusted operating profit and adjusted EBITDA is that adjusted EBITDA includes stock-based compensation expense, which has been allocated to each of our reportable segments.

Information by Segment
Three months ended June 30, 2018
Note
Wireless

Cable

Media

Corporate
items and
eliminations

Consolidated
totals

(In millions of dollars)
 
 
 
 
 
 
 
Revenue
 
2,214

991

608

(57
)
3,756

 
 
 
 
 
 
 
Operating costs
 
1,185

529

548

(10
)
2,252

 
 
 
 
 
 
 
Adjusted EBITDA
 
1,029

462

60

(47
)
1,504

 
 
 
 
 
 
 
Depreciation and amortization
 
 
 
 
 
545

Restructuring, acquisition and other
6
 
 
 
 
26

Finance costs
7
 
 
 
 
193

Other expense
8
 
 
 
 
2

 
 
 
 
 
 
 
Income before income taxes
 
 
 
 
 
738

Three months ended June 30, 2017
Note
Wireless

Cable

Media

Corporate
items and
eliminations

Consolidated
totals

(In millions of dollars)
 
 
 
 
 
 
 
Revenue
 
2,076

976

637

(69
)
3,620

 
 
 
 
 
 
 
Operating costs
 
1,161

521

578

(29
)
2,231

 
 
 
 
 
 
 
Adjusted EBITDA
 
915

455

59

(40
)
1,389

 
 
 
 
 
 
 
Depreciation and amortization
 
 
 
 
 
535

Gain on disposition of property, plant and equipment
 
 
 
 
 
(49
)
Restructuring, acquisition and other
6
 
 
 
 
34

Finance costs
7
 
 
 
 
189

Other income
8
 
 
 
 
(31
)
 
 
 
 
 
 
 
Income before income taxes
 
 
 
 
 
711


Rogers Communications Inc.
13
Second Quarter 2018



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)


Six months ended June 30, 2018
Note
Wireless

Cable

Media

Corporate
items and
eliminations

Consolidated
totals

(In millions of dollars)
 
 
 
 
 
 
 
Revenue
 
4,405

1,960

1,140

(116
)
7,389

 
 
 
 
 
 
 
Operating costs
 
2,442

1,065

1,057

(17
)
4,547

 
 
 
 
 
 
 
Adjusted EBITDA
 
1,963

895

83

(99
)
2,842

 
 
 
 
 
 
 
Depreciation and amortization
 
 
 
 
 
1,089

Gain on disposition of property, plant and equipment
 
 
 
 
 
(11
)
Restructuring, acquisition and other
6
 
 
 
 
69

Finance costs
7
 
 
 
 
412

Other income
8
 
 
 
 
(21
)
 
 
 
 
 
 
 
Income before income taxes
 
 
 
 
 
1,304

Six months ended June 30, 2017
Note
Wireless

Cable

Media

Corporate
items and
eliminations

Consolidated
totals

(In millions of dollars)
 
 
 
 
 
 
 
Revenue
 
4,078

1,936

1,111

(133
)
6,992

 
 
 
 
 
 
 
Operating costs
 
2,334

1,065

1,082

(52
)
4,429

 
 
 
 
 
 
 
Adjusted EBITDA
 
1,744

871

29

(81
)
2,563

 
 
 
 
 
 
 
Depreciation and amortization
 
 
 
 
 
1,080

Gain on disposition of property, plant and equipment
 
 
 
 
 
(49
)
Restructuring, acquisition and other
6
 
 
 
 
62

Finance costs
7
 
 
 
 
379

Other income
8
 
 
 
 
(42
)
 
 
 
 
 
 
 
Income before income taxes
 
 
 
 
 
1,133


NOTE 4: REVENUE

Accounting Policy
Contracts with customers
We record revenue from contracts with customers in accordance with the five steps in IFRS 15 as follows:
1.
identify the contract with a customer;
2.
identify the performance obligations in the contract;
3.
determine the transaction price, which is the total consideration provided by the customer;
4.
allocate the transaction price among the performance obligations in the contract based on their relative fair values; and
5.
recognize revenue when the relevant criteria are met for each performance obligation.

Many of our products and services are sold in bundled arrangements (e.g. wireless handsets, and voice and data services). Items in these arrangements are accounted for as separate performance obligations if the item meets the definition of a distinct good or service. We also determine whether a customer can modify their contract within predefined terms such that we are not able to enforce the transaction price agreed to, but can only contractually enforce a lower amount. In situations such as these, we allocate revenue between performance obligations using the minimum enforceable rights and obligations and any excess amount is recognized as revenue as it is earned.

Revenue for each performance obligation is recognized either over time (e.g. services) or at a point in time (e.g. equipment). For performance obligations satisfied over time, revenue is recognized as the services are provided. These services are typically provided, and thus recognized, on a monthly basis. Revenue for performance obligations satisfied at a point in time is recognized when control of the item (or service) transfers to the customer. Typically, this is when the customer activates the goods (e.g. in the case of a wireless handset) or has physical possession of the goods (e.g. other

Rogers Communications Inc.
14
Second Quarter 2018



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)


equipment). Below, we have outlined the nature of the various performance obligations in our contracts with customers and when we recognize performance on those obligations.
Performance obligations from contracts with customers
Timing of satisfaction of the performance obligation
Wireless airtime and data services, cable, telephony, Internet, and smart home monitoring services, network services, media subscriptions, and rental of equipment
As the service is provided (usually monthly)
Roaming, long-distance, and other optional or non-subscription services, pay-per-use services, and other sales of products
As the service is provided or product is delivered
Wireless devices and related equipment
Upon activation or purchase by the end customer
Installation services for Cable subscribers
When the services are performed
Advertising
When the advertising airs on our radio or television stations, is featured in our publications, or displayed on our digital properties
Subscriptions by television stations for subscriptions from cable and satellite providers
When the services are delivered to cable and satellite providers' subscribers (usually monthly)
Toronto Blue Jays' home game admission and concessions
When the related games are played during the baseball season and when goods are sold
Toronto Blue Jays, radio, and television broadcast agreements
When the related games are aired
Sublicensing of program rights
Over the course of the applicable licence period

We also recognize interest revenue on credit card receivables using the effective interest method in accordance with IFRS 9.

Contract assets and liabilities
We record a contract asset when we have provided goods and services to our customer but our right to related consideration for the performance obligation is conditional on satisfying other performance obligations. Contract assets primarily relate to our rights to consideration for the transfer of wireless handsets.

We record a contract liability when we receive payment from a customer in advance of providing goods and services. This includes subscriber deposits, deposits related to Toronto Blue Jays ticket sales, and amounts subscribers pay for services and subscriptions that will be provided in future periods.

We account for contract assets and liabilities on a contract-by-contract basis, with each contract presented as either a net contract asset or a net contract liability accordingly.

Deferred commission cost assets
We defer the incremental costs we incur to obtain or fulfill a contract with a customer over their expected period of benefit to the extent they are recoverable. These costs include certain commissions paid to internal and external representatives. We therefore defer them as deferred commission cost assets in other assets and amortize them to operating costs over the pattern of the transfer of goods and services to the customer, which is typically evenly over either 12 or 24 consecutive months.

Use of Estimates and Judgments
Estimates
We use estimates in the following key areas:
determining the transaction price of our contracts requires estimating the amount of revenue we expect to be entitled to for delivering the performance obligations within a contract; and
determining the stand-alone selling price of performance obligations and the allocation of the transaction price between performance obligations.

Determining the transaction price
The transaction price is the amount of consideration that is enforceable and to which we expect to be entitled in exchange for the goods and services we have promised to our customer. We determine the transaction price by considering the terms of the contract and business practices that are customary within that particular line of business. Discounts, rebates, refunds, credits, price concessions, incentives, penalties, and other similar items are reflected in the transaction price at contract inception.

Determining the stand-alone selling price and the allocation of the transaction price
The transaction price is allocated to performance obligations based on the relative stand-alone selling prices of the distinct goods or services in the contract. The best evidence of a stand-alone selling price is the observable price of a good or service when the entity sells that good or service separately in similar circumstances and to similar customers. If a stand-alone selling price is not directly observable, we estimate the stand-alone selling price taking into account reasonably available information relating to the market conditions, entity-specific factors, and the class of customer.

Rogers Communications Inc.
15
Second Quarter 2018



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)



In determining the stand-alone selling price, we allocate revenue between performance obligations based on expected minimum enforceable amounts to which Rogers is entitled. Any amounts above the minimum enforceable amounts are recognized as revenue as they are earned.

Judgments
We make significant judgments in determining whether a promise to deliver goods or services is considered distinct and in determining the costs that are incremental to obtaining a contract with a customer.

Distinct goods and services
We make judgments in determining whether a promise to deliver goods or services is considered distinct. We account for individual products and services separately if they are distinct (i.e. if a product or service is separately identifiable from other items in the bundled package and if the customer can benefit from it). The consideration is allocated between separate products and services in a bundle based on their stand-alone selling prices. For items that are not sold separately (e.g. third-party gift cards), we estimate stand-alone selling prices using the adjusted market assessment approach.

Determining costs to obtain or fulfill a contract
Determining the costs we incur to obtain or fulfill a contract that meet the deferral criteria within IFRS 15 requires us to make significant judgments. We expect incremental commission fees paid to internal and external representatives as a result of obtaining contracts with customers to be recoverable.

Contract Assets
Below is a summary of the current and long-term portions of contract assets from contracts with customers and the significant changes in those balances during the three and six months ended June 30, 2018 and 2017.
 
Three months ended June 30
 
 
Six months ended June 30
 
(in millions of dollars)
2018

2017

 
2018

2017

 
 
 
 
 
 
Balance, beginning of period
1,302

1,101

 
1,233

1,077

Additions from new contracts with customers, net of terminations and renewals
321

259

 
674

531

Amortization of contract assets to accounts receivable
(296
)
(254
)
 
(580
)
(502
)
 
 
 
 
 
 
Balance, end of period
1,327

1,106

 
1,327

1,106


Deferred Commission Cost Assets
Below is a summary of the changes in the deferred commission cost assets recognized from the incremental costs incurred to obtain contracts with customers during the three and six months ended June 30, 2018 and 2017. We believe these amounts to be recoverable through the revenue earned from the related contracts. The deferred commission cost assets are presented within other current assets (when they will be amortized into net income within twelve months of the date of the financial statements) or other long-term assets.
 
Three months ended June 30
 
 
Six months ended June 30
 
(In millions of dollars)
2018

2017

 
2018

2017

 
 
 
 
 
 
Additions to deferred commission cost assets
84

68

 
158

140

Amortization recognized on deferred commission cost assets
(83
)
(71
)
 
(160
)
(143
)


Rogers Communications Inc.
16
Second Quarter 2018



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)


Disaggregation of Revenue
 
Three months ended June 30
 
 
Six months ended June 30
 
 
2018

2017

 
2018

2017

(In millions of dollars)
 
(restated,
see note 2)

 
 
(restated,
see note 2)

 
 
 
 
 
 
Wireless
 
 
 
 
 
Service revenue
1,761

1,680

 
3,448

3,284

Equipment revenue
453

396

 
957

794

 
 
 
 
 
 
Total Wireless
2,214

2,076

 
4,405

4,078

 
 
 
 
 
 
Cable
 
 
 
 
 
Internet
538

490

 
1,044

964

Television
357

377

 
722

752

Phone
93

106

 
189

212

Service revenue
988

973

 
1,955

1,928

Equipment revenue
3

3

 
5

8

 
 
 
 
 
 
Total Cable
991

976

 
1,960

1,936

 
 
 
 
 
 
Total Media
608

637

 
1,140

1,111

 
 
 
 
 
 
Corporate items and intercompany eliminations
(57
)
(69
)
 
(116
)
(133
)
 
 
 
 
 
 
Total revenue
3,756

3,620

 
7,389

6,992


NOTE 5: OPERATING COSTS
  
Three months ended June 30
 
 
Six months ended June 30
 
 
2018

2017

 
2018

2017

(In millions of dollars)
 
(restated,
see note 2)

 
 
(restated,
see note 2)

 
 
 
 
 
 
Cost of equipment sales
492

457

 
1,058

908

Merchandise for resale
52

56

 
109

115

Other external purchases
1,132

1,123

 
2,311

2,326

Employee salaries, benefits, and stock-based compensation
576

595

 
1,069

1,080

 
 
 
 
 
 
Total operating costs
2,252

2,231

 
4,547

4,429


NOTE 6: RESTRUCTURING, ACQUISITION AND OTHER

During the three and six months ended June 30, 2018, we incurred $26 million and $69 million (2017 - $34 million and $62 million), respectively, in restructuring, acquisition and other expenses. These expenses in 2018 and 2017 primarily consisted of severance costs associated with the targeted restructuring of our employee base.


Rogers Communications Inc.
17
Second Quarter 2018



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)


NOTE 7: FINANCE COSTS
  
 
Three months ended June 30
 
 
Six months ended June 30
 
(In millions of dollars)
Note
2018

2017

 
2018

2017

 
 
 
 
 
 
 
Interest on borrowings 1
 
176

185

 
363

371

Interest on post-employment benefits liability
 
3

3

 
5

6

Loss on repayment of long-term debt
13


 
28


Loss (gain) on foreign exchange
 
65

(41
)
 
73

(49
)
Change in fair value of derivative instruments
 
(54
)
40

 
(59
)
48

Capitalized interest
 
(5
)
(4
)
 
(10
)
(8
)
Other
 
8

6

 
12

11

 
 
 
 
 
 
 
Total finance costs
 
193

189

 
412

379

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

NOTE 8: OTHER EXPENSE (INCOME)
  
Three months ended June 30
 
 
Six months ended June 30
 
(In millions of dollars)
2018

2017

 
2018

2017

 
 
 
 
 
 
Losses (income) from associates and joint ventures
11

(26
)
 
(3
)
(44
)
Other investment (income) losses
(9
)
(5
)
 
(18
)
2

 
 
 
 
 
 
Total other expense (income)
2

(31
)
 
(21
)
(42
)

During the three and six months ended June 30, 2017, we recognized a $20 million provision reversal related to the wind down of shomi, which was recorded in income from associates and joint ventures.

NOTE 9: EARNINGS PER SHARE
  
Three months ended June 30
 
 
Six months ended June 30
 
 
2018

2017

 
2018

2017

(In millions of dollars, except per share amounts)
 
(restated,
see note 2)

 
 
(restated,
see note 2)

 
 
 
 
 
 
Numerator (basic) - Net income for the period
538

528

 
963

838

 
 
 
 
 
 
Denominator - Number of shares (in millions):
 
 
 
 
 
Weighted average number of shares outstanding - basic
515

515

 
515

515

Effect of dilutive securities (in millions):
 
 
 
 
 
Employee stock options and restricted share units
1

1

 
1

2

 
 
 
 
 
 
Weighted average number of shares outstanding - diluted
516

516

 
516

517

 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
Basic

$1.04

$1.03
 
$1.87
$1.63
Diluted

$1.04

$1.02
 
$1.86
$1.62

For the six months ended June 30, 2018, 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 six months ended June 30, 2018 was reduced by $3 million in the diluted earnings per share calculation. There was no effect for the three months ended June 30, 2018 or the three and six months ended June 30, 2017.

A total of 489,835 options were out of the money for the three and six months ended June 30, 2018 (2017 - 489,835). These options were excluded from the calculation of the effect of dilutive securities because they were anti-dilutive.


Rogers Communications Inc.
18
Second Quarter 2018



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)


NOTE 10: FINANCIAL INSTRUMENTS

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

Debt derivatives
We use cross-currency interest exchange agreements (debt derivatives) to manage risks from fluctuations in foreign exchange rates associated with our US dollar-denominated senior notes and debentures, 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 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 six months ended June 30, 2018 and 2017.
 
Three months ended June 30, 2018
 
 
Six months ended June 30, 2018
 
(In millions of dollars, except exchange rates)
Notional
 (US$)

Exchange rate

Notional (Cdn$)

 
Notional
(US$)

Exchange
rate

Notional
(Cdn$)

 
 
 
 
 
 
 
 
Credit facilities
 
 
 
 
 
 
 
Debt derivatives entered
125

1.26

157

 
125

1.26

157

Debt derivatives settled
(125
)
1.26

(157
)
 
(125
)
1.26

(157
)
Net cash paid
 
 
(1
)
 
 
 
(1
)
 
 
 
 
 
 
 
 
Commercial paper program
 
 
 
 
 
 
 
Debt derivatives entered
4,902

1.28

6,283

 
7,122

1.27

9,077

Debt derivatives settled
3,820

1.28

4,883

 
6,710

1.27

8,536

Net cash received
 
 
37

 
 
 
21

 
Three months ended June 30, 2017
 
 
Six months ended June 30, 2017
 
(In millions of dollars, except exchange rates)
Notional
 (US$)

Exchange rate

Notional
(Cdn$)

 
Notional
(US$)

Exchange
rate

Notional
(Cdn$)

 
 
 
 
 
 
 
 
Credit facilities
 
 
 
 
 
 
 
Debt derivatives entered
300

1.34

403

 
1,175

1.33

1,568

Debt derivatives settled
350

1.35

474

 
1,175

1.33

1,566

Net cash received (paid)
 
 
2

 
 
 
(1
)
 
 
 
 
 
 
 
 
Commercial paper program
 
 
 
 
 
 
 
Debt derivatives entered
2,830

1.35

3,817

 
3,030

1.35

4,083

Debt derivatives settled
2,276

1.35

3,065

 
2,276

1.35

3,065

Net cash paid
 
 
(10
)
 
 
 
(10
)

As at June 30, 2018, we had nil and US$1,156 million notional amount of debt derivatives outstanding relating to our credit facility borrowings and commercial paper program (December 31, 2017 - nil and US$746 million), respectively.

As at June 30, 2018, we had US$6,050 million (December 31, 2017 - US$6,700 million) in US dollar-denominated senior notes and debentures, of which all of the associated foreign exchange risk had been hedged using debt derivatives.

We did not enter into any debt derivatives related to senior notes during the three months ended June 30, 2018. During the six months ended June 30, 2018, concurrent with the issuance of our US$750 million senior notes, we entered into debt derivatives to convert all interest and principal payment obligations to Canadian dollars.

In April 2018, we repaid the entire outstanding principal amount of our US$1.4 billion senior notes that were otherwise due in August 2018. At the same time, the associated debt derivatives were settled for net proceeds of $326 million, resulting in a net repayment of $1.5 billion, which was separately funded through our US CP program and our bank credit facility.


Rogers Communications Inc.
19
Second Quarter 2018



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)


We did not enter into or settle any debt derivatives related to senior notes and debentures during the three or six months ended June 30, 2017.

Bond forwards
We use bond forward derivatives (bond forwards) to hedge interest rate risk on the senior notes we expect to issue in the future. We did not enter into or settle any bond forwards during the three or six months ended June 30, 2018 or 2017. As at June 30, 2018, we had $900 million (December 31, 2017 - $900 million) notional amount of bond forwards outstanding, all of which were designated as hedges for accounting purposes.

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 forecasted operational and capital expenditures.

The tables below summarize the expenditure derivatives we entered into and settled during the three and six months ended June 30, 2018 and 2017.
 
Three months ended June 30, 2018
 
 
Six months ended June 30, 2018
 
(In millions of dollars, except exchange rates)
Notional (US$)

Exchange rate

Notional (Cdn$)

 
Notional
(US$)

Exchange
rate

Notional
(Cdn$)

 
 
 
 
 
 
 
 
Expenditure derivatives entered



 
600

1.23

740

Expenditure derivatives settled
210

1.30

273

 
420

1.30

546

 
Three months ended June 30, 2017
 
 
Six months ended June 30, 2017
 
(In millions of dollars, except exchange rates)
Notional (US$)

Exchange rate

Notional (Cdn$)

 
Notional
(US$)

Exchange
rate

Notional
(Cdn$)

 
 
 
 
 
 
 
 
Expenditure derivatives entered
360

1.31

470

 
480

1.30

625

Expenditure derivatives settled
240

1.33

320

 
465

1.33

620


As at June 30, 2018, we had US$1,380 million of expenditure derivatives outstanding (December 31, 2017 - US$1,200 million) with terms to maturity ranging from July 2018 to December 2020 (December 31, 2017 - January 2018 to December 2019), at an average rate of $1.25/US$ (December 31, 2017 - $1.28/US$).

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

As at June 30, 2018, we had equity derivatives outstanding for 5.0 million (December 31, 2017 - 5.4 million) Class B Non-Voting Shares with a weighted average price of $51.54 (December 31, 2017 - $51.44).

During the three months ended June 30, 2018, we settled 0.4 million equity derivatives at a weighted average price of $61.15 for net proceeds of $4 million. During the six months ended June 30, 2017, we settled existing equity derivatives for net proceeds of $6 million and entered into new derivatives on one million Class B Non-Voting Shares.

We did not enter into any equity derivatives during the three or six months ended June 30, 2018. We have executed extension agreements for our equity derivative contracts under substantially the same terms and conditions with revised expiry dates to April 2019 (from April 2018).

Fair Values of Financial Instruments
The carrying values 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.

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.


Rogers Communications Inc.
20
Second Quarter 2018



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)


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 value of each of our bond forwards is determined by discounting to the measurement date the cash flows that result from multiplying the bond forward's notional amount by the difference between the period-end market forward yields and the forward yield in each bond forward.

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 June 30, 2018 or December 31, 2017 and there were no transfers between Level 1, Level 2, or Level 3 during the three or six months ended June 30, 2018 or 2017.
Below is a summary of our financial instruments carried at fair value as at June 30, 2018 and December 31, 2017.
  
Carrying value
 
Fair value (Level 1)
 
Fair value (Level 2)
 
 
As at
June 30

As at
Dec. 31

As at
June 30

As at
Dec. 31

As at
June 30

As at
Dec. 31

(In millions of dollars)
2018

2017

2018

2017

2018

2017

Financial assets
 
 
 
 
 
 
Investments, measured at fair value:
 
 
 
 
 
 
Investments in publicly traded companies
1,043

1,465

1,043

1,465



Derivatives:
 
 
 
 
 
 
Debt derivatives accounted for as cash flow hedges
1,051

1,301



1,051

1,301

Debt derivatives not accounted for as hedges
26




26


Expenditure derivatives accounted for as cash flow hedges
71

5



71

5

Equity derivatives not accounted for as cash flow hedges
55

68



55

68

 
 
 
 
 
 
 
Total financial assets
2,246

2,839

1,043

1,465

1,203

1,374

 
 
 
 
 
 
 
Financial liabilities
 
 
 
 
 
 
Derivatives:
 
 
 
 
 
 
Debt derivatives accounted for as cash flow hedges
102

149



102

149

Debt derivatives not accounted for as hedges

23




23

Bond forwards accounted for as cash flow hedges
72

64



72

64

Expenditure derivatives accounted for as cash flow hedges
2

44



2

44

 
 
 
 
 
 
 
Total financial liabilities
176

280



176

280


Below is a summary of the fair value of our long-term debt as at June 30, 2018 and December 31, 2017.
  
As at June 30, 2018
 
As at December 31, 2017
 
(In millions of dollars)
Carrying amount

Fair value 1

Carrying amount

Fair value 1

 
 
 
 
 
Long-term debt (including current portion)
14,000

15,129

14,448

16,134

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


Rogers Communications Inc.
21
Second Quarter 2018



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)


NOTE 11: INVESTMENTS
 
As at
June 30

As at
December 31

(In millions of dollars)
2018

2017

 
 
 
Investments in:
 
 
Publicly traded companies
1,043

1,465

Private companies
171

167

Investments, measured at FVTOCI
1,214

1,632

Investments, associates and joint ventures
942

929

 
 
 
Total investments
2,156

2,561


NOTE 12: SHORT-TERM BORROWINGS

Below is a summary of our short-term borrowings as at June 30, 2018 and December 31, 2017.
 
As at
June 30

As at
December 31

(In millions of dollars)
2018

2017

 
 
 
Accounts receivable securitization program
650

650

US commercial paper program
1,526

935

 
 
 
Total short-term borrowings
2,176

1,585


The tables below summarize the activity relating to our short-term borrowings for the three and six months ended June 30, 2018 and 2017.
 
Three months ended June 30, 2018
 
 
Six months ended June 30, 2018
 
 
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
4,902

1.28

6,283

 
7,122

1.27

9,077

Repayment of US commercial paper
(3,826
)
1.29

(4,928
)
 
(6,720
)
1.28

(8,570
)
Net proceeds received from US commercial paper
1,076

1.26

1,355

 
402

1.26

507

 
 
 
 
 
 
 
 
Proceeds received from accounts receivable securitization
 
 
225

 
 
 
225

Repayment of accounts receivable securitization
 
 
(225
)
 
 
 
(225
)
Net proceeds received from accounts receivable securitization
 
 

 
 
 

 
 
 
 
 
 
 
 
Net proceeds received on short-term borrowings
 
 
1,355

 
 
 
507

 
Three months ended June 30, 2017
 
 
Six months ended June 30, 2017
 
 
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
2,830

1.35

3,818

 
3,030

1.35

4,084

Repayment of US commercial paper
(2,279
)
1.35

(3,069
)
 
(2,279
)
1.35

(3,069
)
Net proceeds received from US commercial paper




749

 




1,015

 
 
 
 
 
 
 
 
Proceeds received from accounts receivable securitization
 
 
200

 
 
 
450

Repayment of accounts receivable securitization
 
 
(60
)
 
 
 
(240
)
Net proceeds received from accounts receivable securitization
 
 
140

 
 
 
210

 
 
 
 
 
 
 
 
Net proceeds received on short-term borrowings
 
 
889

 
 
 
1,225


Rogers Communications Inc.
22
Second Quarter 2018



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)



Accounts Receivable Securitization Program
Below is a summary of our accounts receivable securitization program as at June 30, 2018 and December 31, 2017.
 
As at
June 30

As at
December 31

(In millions of dollars)
2018

2017

 
 
 
Trade accounts receivable sold to buyer as security
1,315

1,355

Short-term borrowings from buyer
(650
)
(650
)
 
 
 
Overcollateralization
665

705


Below is a summary of the activity related to our accounts receivable securitization program for the three and six months ended June 30, 2018 and 2017.
 
Three months ended June 30
 
 
Six months ended June 30
 
(In millions of dollars)
2018

2017

 
2018

2017

 
 
 
 
 
 
Accounts receivable securitization program, beginning of period
650

870

 
650

800

Net proceeds received from accounts receivable securitization

140

 

210

 
 
 
 
 
 
Accounts receivable securitization program, end of period
650

1,010

 
650

1,010


US Commercial Paper Program
The tables below summarize the activity relating to our US CP program for the three and six months ended June 30, 2018 and 2017.
 
Three months ended June 30, 2018
 
 
Six months ended June 30, 2018
 
 
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
75

1.29

97

 
746

1.25

935

Net proceeds received from US commercial paper
1,076

1.26

1,355

 
402

1.26

507

Discounts on issuance 1
8

1.38

11

 
11

1.36

15

Loss on foreign exchange 1
 
 
63

 
 
 
69

 
 
 
 
 
 
 
 
US commercial paper program, end of period
1,159

1.32

1,526

 
1,159

1.32

1,526

 
Three months ended June 30, 2017
 
 
Six months ended June 30, 2017
 
 
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
200

1.33

266

 



Net proceeds received from US commercial paper
551

1.36

749

 
751

1.35

1,015

Discounts on issuance 1
3

1.33

4

 
3

1.33

4

Gain on foreign exchange 1
 
 
(41
)
 
 
 
(41
)
 
 
 
 
 
 
 
 
US commercial paper program, end of period
754

1.30

978

 
754

1.30

978

1 Included in finance costs.

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


Rogers Communications Inc.
23
Second Quarter 2018



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)


NOTE 13: LONG-TERM DEBT
 
 
 
Principal
amount

Interest
rate

As at
June 30

As at
December 31

(In millions of dollars, except interest rates)
Due date
  
2018

2017

 
 
 
 
 
 
 
Senior notes
2018
US
1,400

6.800
%

1,756

Senior notes
2019
 
400

2.800
%
400

400

Senior notes
2019
 
500

5.380
%
500

500

Senior notes
2020
 
900

4.700
%
900

900

Senior notes
2021
 
1,450

5.340
%
1,450

1,450

Senior notes
2022
 
600

4.000
%
600

600

Senior notes
2023
US
500

3.000
%
658

627

Senior notes
2023
US
850

4.100
%
1,120

1,066

Senior notes
2024
 
600

4.000
%
600

600

Senior notes
2025
US
700

3.625
%
922

878

Senior notes
2026
US
500

2.900
%
658

627

Senior debentures 1
2032
US
200

8.750
%
263

251

Senior notes
2038
US
350

7.500
%
461

439

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
%
658

627

Senior notes
2043
US
650

5.450
%
856

816

Senior notes
2044
US
1,050

5.000
%
1,383

1,318

Senior notes
2048
US
750

4.300
%
988


 
 
 
 
 
14,117

14,555

Deferred transaction costs and discounts
 
 
 
 
(117
)
(107
)
Less current portion
 
 
 
 
(400
)
(1,756
)
 
 
 
 
 
 
 
Total long-term debt
 
 
 
 
13,600

12,692

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 June 30, 2018 and December 31, 2017.


Rogers Communications Inc.
24
Second Quarter 2018



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)


The tables below summarize the activity relating to our long-term debt for the three and six months ended June 30, 2018 and 2017.
 
Three months ended June 30, 2018
 
 
Six months ended June 30, 2018
 
(In millions of dollars, except exchange rates)
Notional

Exchange

Notional

 
Notional

Exchange

Notional

(US$)

rate

(Cdn$)

 
(US$)

rate

(Cdn$)

 
 
 
 
 
 
 
 
Credit facility borrowings (US$)
125

1.26

157

 
125

1.26

157

Credit facility repayments (US$)
(125
)
1.26

(157
)
 
(125
)
1.26

(157
)
Net borrowings under credit facilities
 
 

 
 
 

 
 
 
 
 
 
 
 
Senior note issuances (US$)



 
750

1.25

938

Senior note repayments (US$)
(1,400
)
1.26

(1,761
)
 
(1,400
)
1.26

(1,761
)
Net repayment of senior notes
 
 
(1,761
)
 
 
 
(823
)
 
 
 
 
 
 
 
 
Net repayment of long-term debt
 
 
(1,761
)
 
 
 
(823
)
 
Three months ended June 30, 2017
 
 
Six months ended June 30, 2017
 
(In millions of dollars, except exchange rates)
Notional

Exchange

Notional

 
Notional

Exchange

Notional

(US$)

rate

(Cdn$)

 
(US$)

rate

(Cdn$)

 
 
 
 
 
 
 
 
Credit facility borrowings (Cdn$)
 
 
580

 
 
 
1,280

Credit facility borrowings (US$)
150

1.35

203

 
575

1.35

774

Total credit facility borrowings
 
 
783

 
 
 
2,054

 
 
 
 
 
 
 
 
Credit facility repayments (Cdn$)
 
 
(805
)
 
 
 
(1,380
)
Credit facility repayments (US$)
(200
)
1.37

(273
)
 
(575
)
1.34

(772
)
Total credit facility repayments
 
 
(1,078
)
 
 
 
(2,152
)
 
 
 
 
 
 
 
 
Net repayments under credit facilities
 
 
(295
)
 
 
 
(98
)
 
 
 
 
 
 
 
 
Senior note repayments (Cdn$)
 
 
(500
)
 
 
 
(750
)
 
 
 
 
 
 
 
 
Net repayment of long-term debt
 
 
(795
)
 
 
 
(848
)
 
Three months ended June 30
 
 
Six months ended June 30
 
(In millions of dollars)
2018

2017

 
2018

2017

 
 
 
 
 
 
Long-term debt net of transaction costs, beginning of period
15,637

15,934

 
14,448

16,080

Net repayment of long-term debt
(1,761
)
(795
)
 
(823
)
(848
)
Loss (gain) on foreign exchange
122

(217
)
 
385

(310
)
Deferred transaction costs incurred


 
(16
)
(3
)
Amortization of deferred transaction costs
2

5

 
6

8

 
 
 
 
 
 
Long-term debt net of transaction costs, end of period
14,000

14,927

 
14,000

14,927


Senior Notes
Issuance of senior notes and related derivatives
In February 2018, we issued US$750 million senior notes due 2048 at a rate of 4.3%. At the same time, we entered into debt derivatives to convert all interest and principal payment obligations to Canadian dollars. As a result, we received net proceeds of $938 million from the issuance.

Repayment of senior notes and related derivative settlements
In April 2018, we repaid the entire outstanding principal amount of our US$1.4 billion ($1.8 billion) 6.8% senior notes otherwise due in August 2018. At the same time, the associated debt derivatives were settled for net proceeds received of $326 million. As a result, we repaid a net amount of $1.5 billion including settlement of the associated debt derivatives, which was separately funded through our US CP program and our bank credit facility. In the first quarter of 2018, we recognized a $28 million loss on repayment of long-term debt reflecting our obligation to pay redemption premiums upon repayment (see note 7).

Rogers Communications Inc.
25
Second Quarter 2018



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)



The tables below summarize the repayment of our senior notes for the three and six months ended June 30, 2018 and 2017.
  
Three months ended June 30, 2018
 
 
Six months ended June 30, 2018
 
(In millions of dollars)
Maturity date
Notional
amount (US$)

Notional
amount (Cdn$)

 
Notional
amount (US$)

Notional
amount (Cdn$)

 
 
 
 
 
 
April 2018
1,400

1,761

 
1,400

1,761

  
Three months ended June 30, 2017
 
 
Six months ended June 30, 2017
 
(In millions of dollars)
Maturity date
Notional
amount (US$)

Notional
amount (Cdn$)

 
Notional
amount (US$)

Notional
amount (Cdn$)

 
 
 
 
 
 
March 2017


 

250

June 2017

500

 

500

Total

500

 

750


There were no debt derivatives associated with the Canadian dollar-denominated senior notes repaid in 2017.

NOTE 14: 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 2018 and 2017.
Date declared
Date paid
Dividend per share (dollars)  

 
 
 
January 24, 2018
April 3, 2018
0.48

April 19, 2018
July 3, 2018
0.48

 
 
0.96

 
 
 
January 26, 2017
April 3, 2017
0.48

April 18, 2017
July 4, 2017
0.48

August 17, 2017
October 3, 2017
0.48

October 19, 2017
January 2, 2018
0.48

 
 
1.92


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 2018, the TSX accepted a notice of our intention to commence a normal course issuer bid (NCIB) that allows us to purchase, during the twelve-month period beginning April 24, 2018 and ending April 23, 2019, the lesser of 35.8 million Class B Non-Voting Shares and that number of Class B Non-Voting Shares that can be purchased under the NCIB for an aggregate purchase price of $500 million. We did not repurchase any shares under the NCIB during the three months ended June 30, 2018.


Rogers Communications Inc.
26
Second Quarter 2018



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)


NOTE 15: 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 six months ended June 30, 2018 and 2017.
  
Three months ended June 30
 
 
Six months ended June 30
 
(In millions of dollars)
2018

2017

 
2018

2017

 
 
 
 
 
 
Stock options
9

8

 
1

25

Restricted share units
15

11

 
17

27

Deferred share units
14

15

 
8

35

Equity derivative effect, net of interest receipt
(23
)
(15
)
 
10

(55
)
 
 
 
 
 
 
Total stock-based compensation expense
15

19

 
36

32


As at June 30, 2018, we had a total liability recognized at its fair value of $205 million (December 31, 2017 - $223 million) related to stock-based compensation, including stock options, restricted share units (RSUs), and deferred share units (DSUs).

During the three and six months ended June 30, 2018, we paid $9 million and $48 million (2017 - $18 million and $81 million), respectively, to holders of stock options, RSUs, and DSUs upon exercise using the cash settlement feature.

Stock Options
Summary of stock options
The tables below summarize the activity related to stock option plans, including performance options, for the three and six months ended June 30, 2018 and 2017.
  
Three months ended June 30, 2018
 
 
Six months ended June 30, 2018
(In number of units, except prices)
Number of options

Weighted average
exercise price

 
Number of options

Weighted average
exercise price
 
 
 
 
 
 
Outstanding, beginning of period
3,372,135

$51.94
 
2,637,890

$49.42
Granted


 
812,985

$58.45
Exercised
(456,231
)
$46.32
 
(534,971
)
$44.60
 
 
 
 
 
 
Outstanding, end of period
2,915,904

$52.82
 
2,915,904

$52.82
 
 
 
 
 
 
Exercisable, end of period
1,064,836

$44.58
 
1,064,836

$44.58
  
Three months ended June 30, 2017
 
Six months ended June 30, 2017
(In number of units, except prices)
Number of options

Weighted average
exercise price
 
Number of options

Weighted average
exercise price
 
 
 
 
 
 
Outstanding, beginning of period
3,478,639

$45.75
 
3,732,524

$43.70
Granted
489,835

$62.82
 
993,740

$59.71
Exercised
(660,757
)
$43.92
 
(1,320,905
)
$43.20
Forfeited
(37,059
)
$48.63
 
(134,701
)
$48.68
 
 
 
 
 
 
Outstanding, end of period
3,270,658

$48.56
 
3,270,658

$48.56
 
 
 
 
 
 
Exercisable, end of period
1,186,366

$40.99
 
1,186,366

$40.99

Included in the above table are grants of nil and 439,435 performance options to certain key executives during the three and six months ended June 30, 2018 (2017 - 489,835 and 489,835), respectively.

Unrecognized stock-based compensation expense related to stock option plans was $9 million as at June 30, 2018 (December 31, 2017 - $6 million) and will be recognized in net income over the next four years as the options vest.


Rogers Communications Inc.
27
Second Quarter 2018



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 six months ended June 30, 2018 and 2017.
  
Three months ended June 30
 
 
Six months ended June 30
 
(In number of units)
2018

2017

 
2018

2017

 
 
 
 
 
 
Outstanding, beginning of period
2,281,815

1,814,535

 
1,811,845

2,237,085

Granted and reinvested dividends
31,987

95,110

 
979,071

642,672

Exercised
(25,746
)
(47,495
)
 
(464,147
)
(918,027
)
Forfeited
(45,198
)
(52,675
)
 
(83,911
)
(152,255
)
 
 
 
 
 
 
Outstanding, end of period
2,242,858

1,809,475

 
2,242,858

1,809,475


Included in the above table are grants of 3,435 and 237,499 performance RSUs to certain key executives during the three and six months ended June 30, 2018 (2017 - 65,889 and 129,431), respectively.

Unrecognized stock-based compensation expense related to these RSUs was $64 million as at June 30, 2018 (December 31, 2017 - $41 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 six months ended June 30, 2018 and 2017.
  
Three months ended June 30
 
 
Six months ended June 30
 
(In number of units)
2018

2017

 
2018

2017

 
 
 
 
 
 
Outstanding, beginning of period
2,171,791

2,861,873

 
2,327,647

2,396,458

Granted and reinvested dividends
27,323

35,019

 
92,752

682,276

Exercised
(9,626
)
(48,025
)
 
(202,090
)
(135,530
)
Forfeited
(12,422
)
(76,975
)
 
(41,243
)
(171,312
)
 
 
 
 
 
 
Outstanding, end of period
2,177,066

2,771,892

 
2,177,066

2,771,892


Included in the above table are grants of 3,900 and 32,424 performance DSUs to certain key executives during the three and six months ended June 30, 2018 (2017 - 6,225 and 182,500), respectively.

Unrecognized stock-based compensation expense related to these DSUs as at June 30, 2018 was $13 million (December 31, 2017 - $22 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 16: RELATED PARTY TRANSACTIONS

Controlling Shareholder
We enter into certain transactions with private companies controlled by the controlling shareholder of RCI, the Rogers Control Trust. These transactions were recognized at the amount agreed to by the related parties and are subject to the terms and conditions of formal agreements approved by the Audit and Risk Committee. The totals received or paid during the three and six months ended June 30, 2018 and 2017 were less than $1 million, respectively.


Rogers Communications Inc.
28
Second Quarter 2018



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)


Transactions with Key Management Personnel
We have entered into business transactions with companies whose partners or senior officers are Directors of RCI. These Directors are:
the non-executive chairman of a law firm that provides a portion of our legal services; and
the chair of the board of a company that provides printing services to the Company.

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 June 30
 
 
Six months ended June 30
 
(In millions of dollars)
2018

2017

 
2018

2017

 
 
 
 
 
 
Printing and legal services
1

3

 
5

10


NOTE 17: CONTINGENT LIABILITIES

System Access Fee - Saskatchewan
In 2004, a class action was commenced against providers of wireless communications in Canada under the Class Actions Act (Saskatchewan). The class action relates to the system access fee wireless carriers charge to some of their customers. The plaintiffs are seeking unspecified damages and punitive damages, which would effectively be a reimbursement of all system access fees collected.

In 2007, the Saskatchewan Court granted the plaintiffs' application to have the proceeding certified as a national, "opt-in" class action where affected customers outside Saskatchewan must take specific steps to participate in the proceeding. In 2008, our motion to stay the proceeding based on the arbitration clause in our wireless service agreements was granted. The Saskatchewan Court directed that its order, in respect of the certification of the action, would exclude customers who are bound by an arbitration clause from the class of plaintiffs.

In 2009, counsel for the plaintiffs began a second proceeding under the Class Actions Act (Saskatchewan) asserting the same claims as the original proceeding. If successful, this second class action would be an "opt-out" class proceeding. This second proceeding was ordered conditionally stayed in 2009 on the basis that it was an abuse of process.

At the time the Saskatchewan class action was commenced in 2004, corresponding claims were filed in multiple jurisdictions across Canada, although the plaintiffs took no active steps. The appeal courts in several provinces dismissed the corresponding claims as an abuse of process. The claims in all provinces other than Saskatchewan have now been dismissed or discontinued. We have not recognized a liability for this contingency.

911 Fee
In June 2008, a class action was launched in Saskatchewan against providers of wireless communications services in Canada. It involves allegations of breach of contract, misrepresentation, and false advertising, among other things, in relation to the 911 fee that had been charged by us and the other wireless telecommunication providers in Canada. The plaintiffs are seeking unspecified damages and restitution. The plaintiffs intend to seek an order certifying the proceeding as a national class action in Saskatchewan. We have not recognized a liability for this contingency.

Cellular Devices
In July 2013, a class action was launched in British Columbia against providers of wireless communications in Canada and manufacturers of wireless devices. The class action relates to the alleged adverse health effects incurred by long-term users of cellular devices. The plaintiffs are seeking unspecified damages and punitive damages, effectively equal to the reimbursement of the portion of revenue the defendants have received that can reasonably be attributed to the sale of cellular phones in Canada. We have not recognized a liability for this contingency.

Income Taxes
We provide for income taxes based on all of the information that is currently available and believe that we have adequately provided these items. The calculation of applicable taxes in many cases, however, requires significant judgment in interpreting tax rules and regulations. Our tax filings are subject to audits, which could materially change the amount of current and deferred income tax assets and liabilities and provisions, and could, in certain circumstances, result in the assessment of interest and penalties.


Rogers Communications Inc.
29
Second Quarter 2018



Notes to the Interim Condensed Consolidated Financial Statements (unaudited)


Outcome of Proceedings
The outcome of all the proceedings and claims against us, including the matters 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 it becomes probable that we will be held liable for claims against us, we will recognize a provision during 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.

NOTE 18: SUPPLEMENTAL CASH FLOW INFORMATION

Change in Non-Cash Operating Working Capital Items
  
Three months ended June 30
 
 
Six months ended June 30
 
(In millions of dollars)
2018

2017

 
2018

2017

 
 
(restated,
see note 2)

 
 
(restated,
see note 2)

 
 
 
 
 
 
Accounts receivable
(108
)
(144
)
 
47

58

Inventories
(34
)
22

 
45

41

Other current assets
(31
)
33

 
(53
)
(77
)
Accounts payable and accrued liabilities
81

(37
)
 
(180
)
(402
)
Contract and other liabilities
(36
)
(97
)
 
(8
)
(18
)
 
 
 
 
 
 
Total change in non-cash operating working capital items
(128
)
(223
)
 
(149
)
(398
)

Capital Expenditures
  
Three months ended June 30
 
 
Six months ended June 30
 
(In millions of dollars)
2018

2017

 
2018

2017

 
 
 
 
 
 
Capital expenditures before proceeds on disposition
657

525

 
1,277

1,011

Proceeds on disposition

(74
)
 
(15
)
(74
)
 
 
 
 
 
 
Capital expenditures
657

451

 
1,262

937



Rogers Communications Inc.
30
Second Quarter 2018