EX-99.5 6 exhibit_995.htm RECONCILIATION OF CANADIAN GAAP TO US GAAP RECONCILIATION OF CANADIAN GAAP TO UNITED STATES GAAP

Exhibit 99.5

Reconciliation of Canadian GAAP to United States GAAP

We, our and BCE means BCE Inc., its subsidiaries and joint ventures.

Our annual consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles (“GAAP”). This reconciliation of Canadian GAAP to United States GAAP should be read in conjunction with our annual consolidated financial statements for the year ended December 31, 2009. We believe that this reconciliation reflects all adjustments (consisting of normal recurring adjustments) necessary to present fairly the results for the years shown. Material differences between Canadian GAAP and United States GAAP are quantified and described below:

1


Consolidated Statements of Operations

For the year ended December 31

     

(in $ millions, except share amounts)

2009 2008 2007

Earnings from continuing operations – Canadian GAAP

1,749 1,033 3,959

Differences

     

Cost of revenue, exclusive of depreciation and amortization

     

Leases (i)

(19) (8)

Selling, general and administrative expenses

     

Deferred costs and finite-life intangible assets (a)

(3)

Employee benefit plans (b)

(253) 39 32

Depreciation and amortization

     

Deferred costs and finite-life intangible assets (a) (p)

3 12 16

Capitalized interest (g)

(76) (67) (62)

Leases (i)

15 7

Restructuring and other (a)

7

Other (expense) income

     

Income from joint ventures (d)

(7) 176

Business combinations (p)

103

Net change in unrealized gains and losses on derivatives (e)

(4)

Sale of businesses (f)

(2) (23)

Interest expense (g)

100 108 112

Income taxes

     

Tax effect of the above items

77 (26) (91)

Unrecognized tax benefits (h)

(93) (58) (240)

Non-controlling interest (p)

333 323 332

Earnings from continuing operations – U.S. GAAP

1,948 1,353 4,203

Discontinued operations – Canadian GAAP

(11) (90) 98

Difference (d) (f) (p)

(9) (3) 38

Discontinued operations U.S. GAAP

(20) (93) 136

Net earnings – U.S. GAAP

1,928 1,260 4,339

Net earnings attributable to the non-controlling interest (p)

(317) (318) (487)

Net earnings attributable to BCE

1,611 942 3,852

Dividends on preferred shares – Canadian and U.S. GAAP

(107) (124) (131)

Net earnings attributable to BCE common shareholders – U.S. GAAP

1,504 818 3,721

Net earnings per common share – basic, U.S. GAAP

     

Continuing operations

1.97 1.13 4.45

Discontinued operations

(0.02) (0.11) 0.17

Net earnings

1.95 1.02 4.62

Net earnings per common share – diluted, U.S. GAAP

     

Continuing operations

1.97 1.13 4.44

Discontinued operations

(0.02) (0.11) 0.17

Net earnings

1.95 1.02 4.61

Average number of common shares outstanding – basic (millions)

772.9 805.8 804.8

2


Consolidated Statements of Comprehensive Income

For the year ended December 31

     

(in $ millions)

2009 2008 2007

Other comprehensive income (loss), net of income taxes and non-controlling interest – Canadian GAAP

53 (29) 63

Difference

        

Net change in gains and losses on derivatives designated as cash flow hedges (e) (p)

9 (3) 2

Employee benefit plans (b) (c) (p)

(121) (725) 599

Other comprehensive income (loss), net of income taxes – U.S. GAAP

(59) (757) 664

Net earnings – U.S. GAAP

1,928 1,260 4,339

Comprehensive income – U.S. GAAP

1,869 503 5,003

Comprehensive income attributable to non-controlling interest (p)

(345) (183) (522)

Comprehensive income attributable to BCE – U.S. GAAP

1,524 320 4,481

Consolidated Statements of Accumulated Other Comprehensive Loss

For the year ended December 31

   

(in $ millions)

2009 2008

Currency translation adjustment

(2) (2)

Available-for-sale financial assets and derivatives designated as cash flow hedges (e) (p)

80 18

Employee benefit plans (b) (c) (p)

     

Net actuarial losses

(2,186) (2,090)

Net past service costs

43 68

Net transitional obligations

(2) (2)

Accumulated other comprehensive loss – U.S. GAAP

(2,067) (2,008)

Accumulated other comprehensive income attributable to non-controlling interest (p)

482 510

Accumulated other comprehensive income attributable to BCE – U.S. GAAP

(1,585) (1,498)

3


Consolidated Balance Sheets

 

           

At December 31

  2009     2008  

 

Canadian   U.S. Canadian   U.S.

(in $ millions)

GAAP Differences GAAP GAAP Differences GAAP

ASSETS

           

Current assets

           

Cash and cash equivalents

687 687 3,052 3,052

Accounts receivable

1,605 1,605 1,826 1,826

Future income taxes (p)

110 (7) 103 86 86

Inventory

448 448 272 272

Prepaid expenses

296 296 249 249

Other current assets

137 137 54 54

Current assets of discontinued operations

1 1 39 39

Total current assets

3,284 (7) 3,277 5,578 5,578

Capital assets

           

Property, plant and equipment (i) (g) (p)

19,441 624 20,065 19,406 586 19,992

Finite-life intangible assets (a) (g) (p)

2,541 110 2,651 2,693 51 2,744

Indefinite-life intangible assets (p)

3,803 4 3,807 3,697 3,697

Total capital assets

25,785 738 26,523 25,796 637 26,433

Other long-term assets (m) (p)

3,207 (2,276) 931 2,610 (1,874) 736

Goodwill (f) (p)

5,774 94 5,868 5,659 64 5,723

Non-current assets of discontinued operations

20 20

Total assets

38,050 (1,451) 36,599 39,663 (1,173) 38,490

LIABILITIES

           

Current liabilites

           

Accounts payable and accrued liabilites (p)

3,716 (29) 3,687 3,528 3,528

Interest payable

113 113 139 139

Dividends payable

354 354 337 337

Debt due within one year (i) (k)

600 11 611 2,201 12 2,213

Current liabilities of discontinued operations

3 3 22 22

Total current liabilities

4,786 (18) 4,768 6,227 12 6,239

Long-term debt (e) (i) (k)

10,299 25 10,324 10,099 25 10,124

Other long-term liabilities (m) (p)

4,942 115 5,057 4,946 110 5,056

Total liabilities

20,027 122 20,149 21,272 147 21,419

Non-controlling interest in subsidiaries (p)

1,049 (1,049) 1,080 (1,080)

EQUITY (l) (f) (p)

           

BCE shareholders’ equity

           

Preferred shares

2,770 2,770 2,770 2,770

Common shares (j)

12,921 (65) 12,856 13,525 (65) 13,460

Treasury stock

(86) (86)

Contributed surplus (f) (p)

2,490 (1,538) 952 2,531 (1,540) 991

Accumulated other comprehensive income (loss)

92 (1,677) (1,585) 39 (1,537) (1,498)

(Deficit) retained earnings

(1,299) 2,182 883 (1,468) 2,309 841

Total BCE shareholders’ equity

16,974 (1,098) 15,876 17,311 (833) 16,478

Non-controlling interest in subsidiaries (p)

574 574 593 593

Total equity

16,974 (524) 16,450 17,311 (240) 17,071

Total liabilities and equity

38,050 (1,451) 36,599 39,663 (1,173) 38,490

4


Consolidated Statements of Cash Flows

For the year ended December 31

     

(in $ millions)

2009 2008 2007

Cash flows from operating activities – Canadian GAAP

4,884 5,909 5,730

Differences

     

Deferred costs (a)

(3)

Capitalized interest (g)

100 107 111

Income from joint ventures (d)

3

Cash flows from operating activities – U.S. GAAP

4,984 6,016 5,841

Cash flows used in investing activities – Canadian GAAP

(3,217) (3,948) (58)

Differences

     

Deferred costs (a)

3

Capitalized interest (g)

(100) (107) (111)

Income from joint ventures (d)

326

Cash flows (used in) from investing activities – U.S. GAAP

(3,317) (4,055) 160

Cash flows used in financing activities – Canadian and U.S. GAAP

(4,044) (1,559) (3,914)

Cash flows (used in) from continuing operations – U.S. GAAP

(2,377) 402 2,087

Cash flows used in discontinued operations activities – U.S. GAAP (d)

(9) (22) (29)

Cash flows from discontinued investing activities – U.S. GAAP

11 27 19

Cash flows used in discontinued financing activities – U.S. GAAP

(2)

Net (decrease) increase in cash and cash equivalents

(2,375) 405 2,077

Cash and cash equivalents at beginning of period

3,063 2,658 581

Cash and cash equivalents at end of period

688 3,063 2,658

Consists of:

     

Cash and cash equivalents of continuing operations

687 3,052 2,646

Cash and cash equivalents of discontinued operations

1 11 12

Total

688 3,063 2,658

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All amounts are in millions of Canadian dollars, except where noted.

(a) Deferred Costs and Finite-life Intangible Assets

Under Canadian GAAP, certain expenses, such as development costs and pre-operating expenses, are deferred and amortized if they meet specified criteria. Under United States GAAP, these costs must be expensed as incurred.

(b) Employee Benefit Plans

Under United States GAAP, we recognize the funded status of benefit plans in the balance sheet by aggregating overfunded plans separately from underfunded plans and recording the resulting amounts as an asset and a liability, respectively. We also recognize as a component of other comprehensive income, net of tax, the actuarial gains or losses and past service costs or credits that arise during the period. Under Canadian GAAP, these amounts are not recorded on the balance sheet until the period in which they affect earnings.

Also, under Canadian GAAP, we recognize a pension valuation allowance for any excess of the accrued benefit asset over the related expected future benefit. Changes in the pension valuation allowance are recognized in the consolidated statement of operations. United States GAAP does not permit pension valuation allowances. Differences also arise from the use of the corridor method to amortize actuarial gains and losses for Canadian GAAP purposes.

(c) Post-Employment Benefits

In 2007, we announced the phase-out of other post-employment benefits for future retirees over the next 10 years. Under Canadian GAAP, this plan amendment reduces the unamortized transitional obligation and increases past service credits amortized over the expected average remaining service lives (EARSL) of affected employees. Under United States GAAP, this plan amendment was reflected as an increase in other comprehensive income (loss) of $209 million in June, 2007.

(d) Income from Joint Ventures

Under Canadian GAAP, we account for our interests in joint ventures using the proportionate consolidation method. Under United States GAAP, these interests would be accounted for using the equity method. This difference is not reflected in our United States GAAP reconciliation for those joint venture interests that qualify for the related accommodation provided by the United States Securities and Exchange Commission. Our joint venture interests accounted for using the proportionate consolidation method are not material to our financial position or results of operations.

Certain joint venture interests have been accounted for as discontinued operations under Canadian GAAP. Under United States GAAP, we must continue to reflect these investments in continuing operations. Our proportionate interest in joint venture results of operations and any gain or loss on disposal are reclassified from discontinued operations under Canadian GAAP to continuing operations under United States GAAP.

(e) Derivative Instruments and Hedging Activities

Under Canadian GAAP, foreign-currency derivatives embedded in a non-financial instrument host contract are not bifurcated and separately accounted for when specified conditions are met.

Differences may also arise with respect to the measurement of hedge ineffectiveness recorded in earnings.

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(f) Sale of Businesses, Business Combinations and Goodwill

Under Canadian GAAP, certain business combinations have been accounted for at the carrying value of the underlying assets and liabilities exchanged, whereas under United States GAAP such transactions were recorded on a fair value basis. Also, differences between Canadian GAAP and United States GAAP may cause corresponding differences in the carrying values of the net assets of businesses sold, including those classified as discontinued operations. Changes in our ownership interest in these businesses will cause a corresponding difference in any resulting gains or losses.

BCE’s ownership interest in Bell Aliant was reduced through a distribution of trust units by way of a return of capital to holders of BCE Inc. common shares on July 10, 2006. This distribution resulted in an increase in contributed surplus of $1,547 million for Canadian GAAP. For United States GAAP purposes, the distribution of trust units is deemed to have occurred at fair value, with the resulting gain recognized in earnings. Therefore, the increase in contributed surplus under Canadian GAAP, adjusted for previously existing United States and Canadian GAAP differences, was recorded as a gain on distribution of trust units in earnings from continuing operations for United States GAAP purposes.

(g) Capitalized Interest

Under Canadian GAAP, we capitalize interest for significant assets under construction. Under United States GAAP, borrowing costs must be capitalized for all assets under construction.

(h) Income Taxes

Under United States GAAP an income tax position is recognized when it is more likely than not that it will be sustained upon examination based on its technical merits, and is measured as the largest amount that is greater than 50% likely to be realized upon settlement. Under Canadian GAAP, we recognize and measure income tax positions, including any related accruals for interest and penalties, based on our best estimate of the amount that is more likely than not to be realized.

BCE and its subsidiaries are subject to either Canadian federal and provincial income tax, United States federal, state or local income tax. BCE has substantially concluded all Canadian federal and provincial income tax matters for taxation years through 2000. Canadian federal income tax returns for taxation years 2001 through 2008 are currently under examination by the Canada Revenue Agency, which to date has not proposed any significant adjustments. No material matters pertaining to United States federal, state or local income tax matters are currently outstanding.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(in $ millions)

 

Balance at January 1, 2009

662

Increases based on tax positions related to the current year

12

Increase for tax positions of prior years

188

Decrease for tax positions of prior years

(151)

Balance at December 31, 2009

711

The balance of $711 million at December 31, 2009 includes $290 million of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty as to the timing of such deductibility. The disallowance of a shorter deductibility period would not affect the effective tax rate, except with respect to interest and penalties and the impact of declining income tax rates. The remaining $421 million of unrecognized tax benefits would, if recognized, favourably affect the effective income tax rate in future periods. Subject to the results of audit examinations by taxing authorities and to legislative amendments, BCE does not anticipate adjustments to the amount of unrecognized tax benefits during the next twelve months that would have a material impact on its financial statements.

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BCE records interest and penalties related to income tax positions in income tax expense. For the year ended December 31, 2009, BCE recognized nil in interest and penalties (2008 – $31 million and 2007 – $15 million). BCE had accrued $173 million for interest and nil for penalties at December 31, 2009 and $175 million and nil respectively, at December 31, 2008 and $144 million and nil respectively, at December 31, 2007.

(i) Leases

Under United States GAAP, leases entered into during the last 25% of the total estimated economic life of the leased asset are classified as operating leases unless we expect to obtain ownership of the leased asset by the end of the lease term. Under Canadian GAAP, we account for such leases as capital leases when we obtain substantially all of the benefits and risks incident to ownership of the leased asset.

(j) Share Issue Costs

Under United States GAAP, share issue costs are recorded as a reduction of the proceeds raised from the issuance of capital stock, whereas under Canadian GAAP we charge share issue costs to deficit.

(k) Debt Issue Costs

Under United States GAAP, debt issue costs incurred in connection with the issuance of debt securities or other long-term borrowings are recorded as deferred charges and amortized over the term of the debt. Under Canadian GAAP, these costs are classified with the corresponding debt on the balance sheet.

8


(l) Changes in Equity

For the year ended
December 31, 2009

(in $ millions)
Total Preferred
shares
Common
shares,
net
Contributed
surplus
Accumulated
other
comprehensive
income
Retained
earnings
Non-
controlling
interest

Beginning balance

17,071 2,770 13,374 991 (1,498) 841 593

Net earnings

1,928         1,611 317

Other comprehensive income

             

Net change in gains (losses) on available-for sale financial assets and derivatives designated as cash flow hedges

62       53   9

Net change in currency translation adjustment

       

Employee benefit plans

(121)       (140)   19

Other comprehensive income

(59)            

Net repurchase of BCE common shares

(808)   (520) (44)   (244)  

Dividends on BCE common and preferred shares

(1,325)         (1,325)  

Cash dividends/distributions paid by subsidiaries to non-controlling interest

(369)           (369)

Other

12   2 5     5

 

16,450 2,770 12,856 952 (1,585) 883 574

For the year ended
December 31, 2008

(in $ millions)
Total Preferred
shares
Common
shares,
net
Contributed
surplus
Accumulated
other
comprehensive
income
Retained
earnings
Non-
controlling
interest

Beginning balance

17,748 2,770 13,471 997 (876) 631 755

Net earnings

1,260         942 318

Other comprehensive income

             

Net change in gains (losses) on available-for sale financial assets and derivatives designated as cash flow hedges

(34)       (31)   (3)

Net change in currency translation adjustment

2       2  

Employee benefit plans

(725)       (593)   (132)

Other comprehensive income

(757)            

Net repurchase of BCE common shares

(178)   (153) (5)   (20)  

Dividends on BCE common and preferred shares

(712)         (712)  

Cash dividends/distributions paid by subsidiaries to non-controlling interest

(366)           (366)

Other

76   56 (1)     21

 

17,071 2,770 13,374 991 (1,498) 841 593

9


(m) Other Long-Term Assets and Other Long-Term Liabilities

At December 31, (in $ millions)

2009 2008

Other long-term assets

   

Deferred costs (a)

(3) (7)

Employee benefit plans (b)

(3,213) (2,763)

Future income taxes (h) (p)

889 854

Debt issue costs (k)

51 42

 

(2,276) (1,874)

At December 31, (in $ millions)

2009 2008

Other long-term liabilities

   

Employee benefit plans (b)

138 236

Future income taxes and unrecognized tax benefits (h) (p)

(23) (126)

 

115 110

(n) Guarantees

Under Canadian GAAP, guarantees do not include indemnifications against intellectual property right infringement. Under United States GAAP, these indemnifications are included in guarantees. At December 31, 2009, such indemnifications amounted to $45 million (2008 – $71 million), of which $15 million expires in 2010, $5 million in 2011, nil in 2012, $20 million in 2013, and $5 million with an indefinite term. We also have guarantees where no maximum potential amount is specified.

(o) Fair Value of Financial Instruments

The following table shows a comparison between the carrying value and fair value of our long-term debt and derivative financial instruments.

 

December 31, 2009 December 31, 2008

(in $ millions)

Carrying
value
Fair
value
Carrying
value
Fair
value

Long-term debt due within one year

558 565 1,967 1,984

Long-term debt

10,324 10,926 10,124 9,393

Derivative financial instruments, net asset (liability) position

       

Forward contracts – BCE Inc. shares

35 35 (10) (10)

Currency contracts

(128) (128) (3) (3)

Interest rate swaps

68 68 116 116

 

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(p) Recently Adopted Accounting Changes

Effective January 1, 2009, we prospectively adopted the amendments to the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805 (ASC 805) (originally issued as FASB Statement No. 141 (revised 2007), Business Combinations). The most significant changes resulting from the adoption of the amendments to ASC 805 include:

  • 100% of the fair value of assets acquired, liabilities assumed, and non-controlling interest is recognized in acquisitions of less than a 100% controlling interest in an acquired entity when the acquisition results in a change in control of the acquired entity;

  • Contingent consideration arrangements are recognized at their acquisition-date fair values;

  • Acquisition-related transaction costs are expensed as incurred; and

  • Acquisition-related restructuring costs are accrued and included in the purchase price allocation only if certain criteria are met as of the acquisition date.

During the year ended December 31, 2009, under United States GAAP, we recorded income of $103 million (net of transaction costs of $7 million and directly related restructuring costs incurred of $5 million), comprised mainly of a gain on remeasurement of a preexisting equity interest in an entity in which we acquired a controlling interest during the period and a bargain purchase gain on a business combination completed during the period.

Also effective January 1, 2009, we adopted the amendments to ASC Subtopic 810-10 (originally issued as FASB Statement No. 160, Non-controlling Interests in Consolidated Financial Statements – an amendment of ARB No. 51). Under ASC 810-10, non-controlling interest in subsidiaries is presented in the consolidated balance sheets as a separate component of equity. Changes in ownership interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions instead of resulting in dilution gains or losses recorded through income. Changes in ownership interests that result in a loss of control and require deconsolidation trigger full gain or loss recognition by measuring any remaining ownership interests at fair value. ASC 810-10 also requires that net earnings reported in the consolidated statements of operations and other comprehensive income include amounts attributable to the non-controlling interest. The amendments to ASC 810-10 have been applied prospectively, except for the presentation and disclosure requirements which have been applied retroactively. Net earnings include net earnings attributable to non-controlling interest of $317 million, $318 million and $487 for the year ended December 31, 2009, 2008 and 2007 respectively. Total equity includes non-controlling interest in subsidiaries of $574 million and $593 million at December 31, 2009 and December 31, 2008, respectively.

In April 2009, the FASB issued amendments to ASC 820-10 (originally issued as Staff Position No. 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly). ASC 820-10 provides additional guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased. It also includes guidance on identifying circumstances that indicate a transaction is not orderly. The adoption of the amendments to ASC 820-10 did not have a material impact on our financial position or results of operations.

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In August 2009, the FASB issued amendments to ASC Subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities. The amendments provide clarification that in circumstances in which quoted prices in an active market for the identical liability is not available, fair value should be measured using one of the following techniques:

1.

A valuation technique that uses:

  a.

The quoted price of the identical liability when traded as an asset

  b.

Quoted prices for similar liabilities or similar liabilities when traded as assets.

2.

Another valuation technique that is consistent with the principles of Topic 820.

The adoption of the amendments to ASC Subtopic 820-10 did not have a material impact on our financial position or results of operations.

(q) Future Accounting Changes

In June 2009, the FASB amended Topic 810, Consolidation, to change the way entities account for transfers of financial assets and determine what entities must be consolidated, including the removal of the concept of a Qualifying Special-Purpose Entity (QSPE) from FASB Statement 140.

We are currently evaluating the impact of adoption of the amendments to Topic 810, effective for years beginning after November 15, 2009.

In October 2009, the FASB amended Topic 605, Revenue Recognition, to address certain aspects of accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities, amending the previous guidance under Subtopic 605-25, Revenue Arrangements with Multiple Deliverables. The amendments require a vendor to allocate arrangement consideration at the inception of an arrangement to all deliverables using the relative selling price method, thus prohibiting the use of the residual method. The amendments to Topic 605 also change the level of evidence of the standalone selling price required to separate deliverables when more objective evidence of the selling price is not available.

The amendments to Topic 605 may be applied prospectively and must be applied to revenue arrangements with multiple deliverables entered into or materially modified in the first annual fiscal period beginning on or after June 15, 2010. Early adoption is permitted.

We are currently evaluating the impact and effective date of adoption of the amendments to Topic 605.

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