EX-99.5 6 exhibit_995.htm RECONCILIATION OF CANADIAN GAAP TO UNITED STATES 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, 2010. We believe that this reconciliation reflects all adjustments (consisting of normal recurring adjustments) necessary to present fairly the results for the year 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)

2010 2009 2008

Earnings from continuing operations – Canadian GAAP

2,277 1,749 1,033

Differences

     

Cost of revenue, exclusive of depreciation and amortization

     

Leases (i)

- - (19)

Selling, general and administrative expenses

     

Employee benefit plans (b) (c)

(207) (253) 39

Depreciation and amortization expense

     

Deferred costs and finite-life intangible assets (a)

(5) 3 12

Capitalized interest (g)

(76) (76) (67)

Leases (i)

- - 15

Restructuring and other (a)

- 7 -

Other income (expense)

     

Income from joint ventures (d)

- - (7)

Business combinations (f)

(29) 103 -

Other

(1) (2) -

Interest expense

     

Capitalized interest (g)

75 100 108

Income taxes

     

Cumulative tax effect of the above items

34 77 (26)

Unrecognized tax benefits (h)

(202) (93) (58)

Non-controlling interest (d)

299 333 323

Earnings from continuing operations – U.S. GAAP

2,165 1,948 1,353

Discontinued operations – Canadian GAAP

- (11) (90)

Difference (d) (f)

- (9) (3)

Discontinued operations – U.S. GAAP

- (20) (93)

Net earnings – U.S. GAAP

2,165 1,928 1,260

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

(296) (317) (318)

Net earnings attributable to BCE

1,869 1,611 942

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

(112) (107) (124)

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

1,757 1,504 818

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

     

Continuing operations

2.31 1.97 1.13

Discontinued operations

- (0.02) (0.11)

Net earnings

2.31 1.95 1.02

 

     

Average number of common shares outstanding – basic (millions)

759.0 772.9 805.8

2


Consolidated Statements of Comprehensive Income

For the year ended December 31

     

(in $ millions)

2010 2009 2008

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

(122) 53 (29)

Differences

     

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

5 9 (3)

Employee benefit plans (b) (c) (d)

(749) (121) (725)

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

(866) (59) (757)

Net earnings – U.S. GAAP

2,165 1,928 1,260

Comprehensive income – U.S. GAAP

1,299 1,869 503

Comprehensive income attributable to non-controlling interest (d)

(177) (345) (183)

Comprehensive income attributable to BCE

1,122 1,524 320
 

Consolidated Statements of Accumulated Other Comprehensive Loss

For the year ended December 31

   

(in $ millions)

2010 2009

Currency translation adjustment

(1) (2)

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

(38) 80

Benefit plans (b) (c) (d)

   

Net actuarial losses

(2,923) (2,186)

Net past service costs

31 43

Net transitional obligations

(2) (2)

Accumulated other comprehensive loss – U.S. GAAP

(2,933) (2,067)

Accumulated other comprehensive loss attributable to non-controlling interest (d)

601 482

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

(2,332) (1,585)

3


Consolidated Balance Sheets

At December 31

  2010     2009  

 

Canadian   U.S. Canadian   U.S.

(in $ millions)

GAAP Differences GAAP GAAP Differences GAAP

ASSETS

           

Current assets

           

Cash and cash equivalents

774 - 774 687 - 687

Accounts receivable

1,785 - 1,785 1,605 - 1,605

Future income taxes (f)

99 (12) 87 110 (7) 103

Inventory

437 - 437 448 - 448

Prepaid expenses

231 - 231 296 - 296

Other current assets

205 - 205 138 - 138

Total current assets

3,531 (12) 3,519 3,284 (7) 3,277

Capital assets

           

Property, plant and equipment (f) (g)

19,699 626 20,325 19,441 624 20,065

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

2,375 103 2,478 2,541 110 2,651

Indefinite-life intangible assets (f)

3,906 4 3,910 3,803 4 3,807

Total capital assets

25,980 733 26,713 25,785 738 26,523

Other long-term assets (f) (m)

3,963 (3,009) 954 3,207 (2,276) 931

Goodwill (f)

5,802 96 5,898 5,774 94 5,868

Total assets

39,276 (2,192) 37,084 38,050 (1,451) 36,599

LIABILITIES

           

Current liabilities

           

Accounts payable and accrued liabilities (f)

4,088 (11) 4,077 3,719 (29) 3,690

Interest payable

112 - 112 113 - 113

Dividends payable

387 - 387 354 - 354

Debt due within one year (k)

1,329 11 1,340 600 11 611

Total current liabilities

5,916 0 5,916 4,786 (18) 4,768

Long-term debt (e) (k)

10,581 26 10,607 10,299 25 10,324

Other long-term liabilities (f) (m)

4,586 516 5,102 4,942 115 5,057

Total liabilities

21,083 542 21,625 20,027 122 20,149

Non-controlling interest in subsidiaries (d)

986 (986) - 1,049 (1,049) -

EQUITY (d) (f) (l)

           

BCE shareholders’ equity

           

Preferred shares

2,770 - 2,770 2,770 - 2,770

Common shares (j)

12,691 (65) 12,626 12,921 (65) 12,856

Contributed surplus (f)

2,470 (1,537) 933 2,490 (1,538) 952

Accumulated other comprehensive (loss) income

(30) (2,302) (2,332) 92 (1,677) (1,585)

(Deficit) retained earnings

(694) 1,774 1,080 (1,299) 2,182 883

Total BCE shareholders’ equity

17,207 (2,130) 15,077 16,974 (1,098) 15,876

Non-controlling interest in subsidiaries (d)

- 382 382 - 574 574

Total equity

17,207 (1,748) 15,459 16,974 (524) 16,450

Total liabilities and equity

39,276 (2,192) 37,084 38,050 (1,451) 36,599

4


Consolidated Statements of Cash Flows

For the year ended December 31

     

(in $ millions)

2010 2009 2008

Cash flows from operating activities – Canadian GAAP

4,724 4,884 5,909

Difference

     

Capitalized interest (g)

75 100 107

Cash flows from operating activities – U.S. GAAP

4,799 4,984 6,016

Cash flows used in investing activities – Canadian GAAP

(2,976) (3,217) (3,948)

Difference

     

Capitalized interest (g)

(75) (100) (107)

Cash flows used in investing activities – U.S. GAAP

(3,051) (3,317) (4,055)

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

(1,662) (4,044) (1,559)

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

86 (2,377) 402

Cash flows from discontinued operations activities – Canadian and U.S. GAAP

- 2 3

Net increase (decrease) in cash and cash equivalents

86 (2,375) 405

Cash and cash equivalents at beginning of period

688 3,063 2,658

Cash and cash equivalents at end of period

774 688 3,063

Consists of:

     

Cash and cash equivalents of continuing operations

774 687 3,052

Cash and cash equivalents of discontinued operations

- 1 11

Total

774 688 3,063

5


Description of United States GAAP Differences

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

(a) Deferred Costs and Finite-life Intangible Assets

Under Canadian GAAP, certain development costs, are deferred and amortized if they meet specified criteria. Under United States GAAP, these costs are 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 of $209 million in June 2007.

(d) Consolidation

Under Canadian GAAP, net earnings and other comprehensive income exclude amounts attributable to the non-controlling interest. Under United States GAAP these amounts are included in net earnings and other comprehensive income. Also under United States GAAP, non-controlling interest in subsidiaries is presented in the balance sheet as a separate component of equity.

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.

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.

6


Description of United States GAAP Differences

(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.

(f) Sale of Businesses, Business Combinations and Goodwill

Beginning January 1, 2009 under United States GAAP, we remeasure to fair value our previously held equity interest in an entity when we acquire control and recognize a corresponding gain or loss in income. Acquisition-related transaction costs are expensed as incurred and restructuring costs are accrued and included in the purchase price allocation only if they are an acquired liability. Under Canadian GAAP, there is no remeasurement of our previously held equity interest, and transaction costs and restructuring provisions directly related to the acquisition are included in the purchase price allocation.

Also beginning January 1, 2009 under United States GAAP, we recognize a bargain purchase gain relating to an acquisition for any excess of the fair value of net assets acquired over the purchase price paid. Under Canadian GAAP, any excess generally reduces the carrying amounts attributed to the net assets acquired.

During the year ended December 31, 2010, under United States GAAP, we recorded a charge to income of $29 million relating to business combinations, including $9 million of transaction costs and $15 million of restructuring costs (income of $103 million, net of transaction costs of $7 million and directly related restructuring costs of $5 million for the year ended December 31, 2009).

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 qualifying 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.

7


Description of United States GAAP Differences

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 the years through 2000. Canadian federal income tax returns for taxation years ended December 31, 2001 through December 31, 2009 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, 2010

711

Increases based on tax positions related to the current year

2

Increase for tax positions of prior years

211

Decrease for tax positions of prior years

(179)

Settlements

(12)

Balance at December 31, 2010

733

The balance of $733 million at December 31, 2010 includes $274 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 $459 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.

BCE records interest and penalties related to income tax positions in income tax expense. For the year ended December 31, 2010, BCE recorded $20 million of interest and penalties, (2009 – $2 million and 2008 – $31 million). BCE had accrued $193 million for interest and $ nil for penalties at December 31, 2010 ($173 million and $ nil respectively at December 31, 2009 and $175 million and $ nil respectively, at December 31, 2008).

(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


Description of United States GAAP Differences

(l) Changes in Shareholders’ Equity

 

        Accumulated    

For the year ended

    Common   other   Non-

December 31, 2010

  Preferred shares, Contributed comprehensive Retained controlling

(in $ millions)

Total

shares

net surplus loss earnings interest

Beginning balance

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

Net earnings

2,165         1,869 296

Other comprehensive loss

             

Net change in unrealized gains (losses) on available-for-sale financial assets

(121)       (121)   -

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

3       (2)   5

Net change in currency translation adjustment

1       1   -

Benefit plans

(749)       (625)   (124)

Other comprehensive loss

(866)            

Net repurchase of BCE common shares

(500)   (274) (18)   (208)  

Dividends on BCE common and preferred shares

(1,464)         (1,464)  

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

(370)           (370)

Other

44   44 (1)     1

 

15,459 2,770 12,626 933 (2,332) 1,080 382

 

        Accumulated    

For the year ended

    Common   other   Non-

December 31, 2009

  Preferred shares, Contributed comprehensive Retained controlling

(in $ millions)

Total

shares

net surplus loss earnings interest

Beginning balance

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

Net earnings

1,928         1,611 317

Other comprehensive loss

             

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

62       53   9

Benefit plans

(121)       (140)   19

Other comprehensive loss

(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

9


Description of United States GAAP Differences

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

At December 31, (in $ millions)

2010 2009

Other long-term assets

   

Deferred costs (a) (f)

(11) (3)

Employee benefit plans (b)

(4,166) (3,213)

Future income taxes (f) (h)

1,126 899

Debt issue costs (k)

42 41

 

(3,009) (2,276)
     

At December 31, (in $ millions)

2010 2009

Other long-term liabilities

   

Employee benefit plans (b)

418 138

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

98 (23)

 

516 115

(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, 2010, such indemnifications amounted to $15 million of which $5 million expires in 2011, $5 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 carrying value of our cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and short-term obligations approximates fair value due to their short-term nature. Other financial instruments are measured as follows:

 

December 31, 2010 December 31, 2009

 

Carrying

Fair value

Carrying

Fair value

(in $ millions)

value Level 1 (1) Level 2 (2)

value

Level 1 (1) Level 2 (2)

Assets

           

AFS publicly-traded securities

12 12 - 126 126 -

Liabilities

           

Long-term debt due within one year

692 696 - 367 374 -

Long-term debt

8,912 9,793 - 8,545 9,147 -

Derivative financial instruments, net asset (liability) position

           

Forward contracts – BCE Inc. shares

114 - 114 35 - 35

Currency swaps – Cash flow hedge

(47) - (47) (73) - (73)

Cross-currency swap – Fair value hedge

      (56) - (56)

Economic hedges

(1) - (1) - - -

Interest rate swaps

80 - 80 68 - 68

(1) Quoted prices in active markets for identical instruments
(2) Observable market data such as interest rates, swap rate curves and foreign currency exchange rates

10