0000718940-18-000002.txt : 20180208 0000718940-18-000002.hdr.sgml : 20180208 20180208071830 ACCESSION NUMBER: 0000718940-18-000002 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180208 FILED AS OF DATE: 20180208 DATE AS OF CHANGE: 20180208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BCE INC CENTRAL INDEX KEY: 0000718940 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08481 FILM NUMBER: 18582807 BUSINESS ADDRESS: STREET 1: 1 CARREFOUR ALEXANDER-GRAHAM-BELL CITY: VERDUN STATE: A8 ZIP: H3E 3B3 BUSINESS PHONE: 514-786-3891 MAIL ADDRESS: STREET 1: 1 CARREFOUR ALEXANDER-GRAHAM-BELL CITY: VERDUN STATE: A8 ZIP: H3E 3B3 FORMER COMPANY: FORMER CONFORMED NAME: BELL CANADA ENTERPRISES INC DATE OF NAME CHANGE: 19880111 6-K 1 form6k-sh_q417.htm FORM 6K Form 6K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934

For the month of: February 2018 Commission File Number: 1-8481

BCE Inc.
(Translation of Registrant’s name into English)

1, carrefour Alexander-Graham-Bell, Verdun, Québec, Canada H3E 3B3,
(514) 870-8777

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [  ] Form 40-F [ X ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [  ] No [ X ]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _____.

Notwithstanding any reference to BCE Inc.’s Web site on the World Wide Web in the document attached hereto, the information contained in BCE Inc.’s site or any other site on the World Wide Web referred to in BCE Inc.’s site is not a part of this Form 6-K and, therefore, is not furnished to the Securities and Exchange Commission.

 

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BCE Inc.

(signed) Glen LeBlanc

Glen LeBlanc
Executive Vice-President and Chief Financial Officer

Date: February 8, 2018

 

 


EXHIBIT INDEX

99.1   Safe Harbour Notice Concerning Forward-Looking Statements

 

 


EX-99.1 2 safeharbour_q417.htm SAFE HARBOUR NOTICE CONCERNING FORWARD-LOOKING STATEMENTS Safe Harbour

Exhibit 99.1

BCE INC.

 

Safe Harbour Notice Concerning
Forward-Looking Statements

 

 

February 8, 2018


Safe Harbour Notice Concerning Forward-Looking Statements

In this document, we, us, our, BCE and the company mean, as the context may require, either BCE Inc. or, collectively, BCE Inc., Bell Canada, their subsidiaries, joint arrangements and associates. Bell Media means, as the context may require, either Bell Media Inc. or our Bell Media segment.

Certain statements made in the presentation entitled “Q4 2017 Results & 2018 Financial Guidance Call”, dated February 8, 2018, and certain oral statements made by our senior management during BCE’s 2018 financial guidance call held on February 8, 2018 (BCE’s 2018 Financial Guidance Call) are forward-looking statements. These forward-looking statements include, but are not limited to, statements relating to BCE’s financial guidance (including revenues, adjusted EBITDA, capital intensity, adjusted EPS and free cash flow)1, our expected 2018 pension cash funding, BCE’s 2018 annualized common share dividend and common share dividend payout policy, BCE’s financial policy targets and expected improvement of BCE’s net debt leverage ratio, BCE’s 2018 capital markets objectives, our network deployment plans and related capital investments, BCE’s business outlook, objectives, plans and strategic priorities, and other statements that are not historical facts. A statement we make is forward-looking when it uses what we know and expect today to make a statement about the future. Forward-looking statements are typically identified by the words assumption, goal, guidance, objective, outlook, project, strategy, target and other similar expressions or future or conditional verbs such as aim, anticipate, believe, could, expect, intend, may, plan, seek, should, strive and will. All such forward-looking statements are made pursuant to the ‘safe harbour’ provisions of applicable Canadian securities laws and of the United States Private Securities Litigation Reform Act of 1995.

The forward-looking statements made in the presentation entitled “Q4 2017 Results & 2018 Financial Guidance Call”, or made orally during BCE’s 2018 Financial Guidance Call, are made as of February 8, 2018 and, accordingly, are subject to change after such date. Except as may be required by Canadian securities laws, we do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements, by their very nature, are subject to inherent risks and uncertainties and are based on several assumptions, both general and specific, which give rise to the possibility that actual results could differ materially from our expectations expressed in, or implied by, such forward-looking statements and that our financial guidance, business outlook, objectives, plans and strategic priorities may not be achieved. As a result, we cannot guarantee that any forward-looking statement will materialize and we caution you against relying on any of these forward-looking statements. Refer to Section B entitled Material Assumptions for a description of the principal assumptions underlying the above-mentioned forward-looking statements and other forward-looking statements made in the presentation entitled “Q4 2017 Results & 2018 Financial Guidance Call” and made orally during BCE’s 2018 Financial Guidance Call held on February 8, 2018. We believe that these assumptions were reasonable at February 8, 2018. If our assumptions turn out to be inaccurate, our actual results could be materially different from what we expect. Refer to Section C entitled Business Risks for a description of the principal known risks that could cause actual results or events to differ

       
1 Refer to footnotes 2 to 5 in Section A entitled Forward-Looking Statements for a definition of, and other information concerning, adjusted EBITDA, capital intensity, adjusted EPS and free cash flow.

i


 

materially from our expectations expressed in, or implied by, the above-mentioned forward-looking statements and other forward-looking statements made in the presentation entitled “Q4 2017 Results & 2018 Financial Guidance Call” and made orally during BCE’s 2018 Financial Guidance Call. We caution readers that the risks described in the above mentioned section are not the only ones that could affect us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a material adverse effect on our financial position, financial performance, cash flows, business or reputation.

Except as otherwise indicated by BCE, the forward-looking statements made in the presentation entitled “Q4 2017 Results & 2018 Financial Guidance Call”, or made orally during BCE’s 2018 Financial Guidance Call, do not reflect the potential impact of any special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations or other transactions that may be announced or that may occur after the date hereof. The financial impact of these transactions and special items can be complex and depends on the facts particular to each of them. We therefore cannot describe the expected impact in a meaningful way or in the same way we present known risks affecting our business. Forward-looking statements made in the presentation entitled “Q4 2017 Results & 2018 Financial Guidance Call”, or made orally during BCE’s 2018 Financial Guidance Call, are presented for the purpose of assisting investors and others in understanding certain key elements of our expected financial results and objectives, strategic priorities and business outlook, as well as our anticipated operating environment. Readers are cautioned, however, that such information may not be appropriate for other purposes.

ii


 

TABLE OF CONTENTS

A. FORWARD-LOOKING STATEMENTS 2
B. MATERIAL ASSUMPTIONS 3
C. BUSINESS RISKS 5
  I. PRINCIPAL CONSOLIDATED BUSINESS RISKS 7
  II. PRINCIPAL SEGMENTED BUSINESS RISKS 10
  III. RISKS RELATING TO OUR REGULATORY ENVIRONMENT 13
  IV. OTHER PRINCIPAL BUSINESS RISKS 22

Sections A, B and C of this Safe Harbour Notice Concerning Forward-Looking Statements (Safe Harbour Notice) contain, respectively, a description of:

  • the principal forward-looking statements relating to BCE’s financial guidance contained in the presentation entitled “Q4 2017 Results & 2018 Financial Guidance Call”
  • the principal assumptions made by BCE in developing its 2018 forward-looking statements set out in the presentation entitled “Q4 2017 Results & 2018 Financial Guidance Call”, or made orally during BCE’s 2018 Financial Guidance Call
  • the principal known risks that could cause our assumptions and estimates to be inaccurate and actual results or events to differ materially from our current expectations expressed in, or implied by, our principal forward-looking statements set out in the presentation entitled “Q4 2017 Results & 2018 Financial Guidance Call”, or made orally during BCE’s 2018 Financial Guidance Call

1


 

A. FORWARD-LOOKING STATEMENTS

This section outlines the principal elements of the financial guidance provided by BCE for 2018 presented in accordance with 2017 International Financial Reporting Standards (IFRS) and, therefore, does not reflect the financial impacts of applying IFRS 15 – Revenue from Contracts with Customers.

BCE Guidance for 2018
Revenue growth 2% - 4%
Adjusted EBITDA2 growth 2% - 4%
Capital intensity3 ~17%
Adjusted net earnings per common share (Adjusted EPS)4 $3.42 - $3.52
Adjusted EPS growth ~1% - 4%
Free cash flow5 $3,525 million - $3,650 million
Free cash flow growth ~3% - 7%
Annualized common share dividend6 $3.02 per share7
Dividend payout policy5 65% - 75% of free cash flow

 

       
2 The term adjusted EBITDA does not have any standardized meaning under IFRS. Therefore, it is unlikely to be comparable to similar measures presented by other issuers. We define adjusted EBITDA as operating revenues less operating costs, as shown in BCE’s consolidated income statements. Adjusted EBITDA for BCE’s segments is the same as segment profit as reported in BCE’s consolidated financial statements. We use adjusted EBITDA to evaluate the performance of our businesses as it reflects their ongoing profitability. We believe that certain investors and analysts use adjusted EBITDA to measure a company’s ability to service debt and to meet other payment obligations or as a common measurement to value companies in the telecommunications industry. We believe that certain investors and analysts also use adjusted EBITDA to evaluate the performance of our businesses. Adjusted EBITDA is also one component in the determination of short-term incentive compensation for all management employees. Adjusted EBITDA has no directly comparable IFRS financial measure.
3 Capital intensity means capital expenditures divided by operating revenues.
4 The terms adjusted net earnings and adjusted EPS do not have any standardized meaning under IFRS. Therefore, they are unlikely to be comparable to similar measures presented by other issuers. We define adjusted net earnings as net earnings attributable to common shareholders before severance, acquisition and other costs, net (losses) gains on investments, impairment charges and early debt redemption costs. We define adjusted EPS as adjusted net earnings per BCE common share. We use adjusted net earnings and adjusted EPS, and we believe that certain investors and analysts use these measures, among other ones, to assess the performance of our businesses without the effects of severance, acquisition and other costs, net (losses) gains on investments, impairment charges and early debt redemption costs, net of tax and non-controlling interest (NCI). We exclude these items because they affect the comparability of our financial results and could potentially distort the analysis of trends in business performance. Excluding these items does not imply they are non-recurring. The most comparable IFRS financial measures are net earnings attributable to common shareholders and EPS.
5 The terms free cash flow and dividend payout ratio do not have any standardized meaning under IFRS. Therefore, they are unlikely to be comparable to similar measures presented by other issuers. We define free cash flow as cash flows from operating activities, excluding acquisition and other costs paid (which include significant litigation costs) and voluntary pension funding, less capital expenditures, preferred share dividends and dividends paid by subsidiaries to NCI. We exclude acquisition and other costs paid and voluntary pension funding because they affect the comparability of our financial results and could potentially distort the analysis of trends in business performance. Excluding these items does not imply they are non-recurring. We consider free cash flow to be an important indicator of the financial strength and performance of our businesses because it shows how much cash is available to pay dividends, repay debt and reinvest in our company. We believe that certain investors and analysts use free cash flow to value a business and its underlying assets and to evaluate the financial strength and performance of our businesses. The most comparable IFRS financial measure is cash flows from operating activities. We define dividend payout ratio as dividends paid on common shares divided by free cash flow. We consider dividend payout ratio to be an important indicator of the financial strength and performance of our businesses because it shows the sustainability of the company’s dividend payments.
6 Subject to dividends being declared by the board of directors of BCE.
7 Consistent with BCE’s common share dividend payout policy.

 

2


 

B. MATERIAL ASSUMPTIONS

A number of assumptions were made by BCE in preparing forward-looking statements for 2018, including the material assumptions outlined in this section. The reader should note that assumptions made in the preparation of forward-looking statements, although considered reasonable by BCE at the time of preparation of such forward-looking statements, may prove to be inaccurate. Accordingly, our actual results could differ materially from our expectations expressed in, or implied by, our forward-looking statements.

Economic Assumptions

Our 2018 forward-looking statements are based on certain assumptions concerning the Canadian economy. In particular, we have assumed:

  • A gradual slowdown in economic growth, given the Bank of Canada’s most recent estimated growth in Canadian gross domestic product of 2.2% in 2018
  • Employment gains expected to slow in 2018, as the overall level of business investment is expected to remain soft
  • Interest rates expected to increase in 2018
  • Canadian dollar expected to remain at or around near current levels. Further movements may be impacted by the degree of strength of the U.S. dollar, interest rates and changes in commodity prices

Market Assumptions

Our 2018 forward-looking statements also reflect various Canadian market assumptions. In particular, we have made the following market assumptions:

  • A higher level of wireline and wireless competition in consumer, business and wholesale markets
  • Higher, but slowing, wireless industry penetration and smartphone adoption
  • A soft media advertising market expected, due to variable demand, and escalating costs to secure TV programming
  • Ongoing linear TV subscriber erosion expected, due to growing cord cutter and cord never customer segments

Operational and Financial Assumptions

Our 2018 forward-looking statements are also based on various internal operational and financial assumptions.

3


Operational Assumptions

We have made the following internal operational assumptions with respect to our Bell Wireless, Bell Wireline and Bell Media segments for 2018:

Bell Wireless

  • Maintain our market share of incumbent wireless postpaid net additions
  • Continued adoption of smartphone devices, tablets and data applications, as well as the introduction of more fourth-generation (4G) long-term evolution (LTE) and LTE-Advanced (LTE-A) devices and new data services
  • Higher subscriber acquisition and retention spending, driven by higher handset costs and more customer device upgrades, reflecting a higher number of off-contract subscribers due to earlier expiries under two-year contracts
  • Higher blended average revenue per user (ARPU), driven by a higher postpaid smartphone mix, increased data consumption on 4G LTE and LTE-A networks, and higher access rates
  • Expansion of the LTE-A network coverage to approximately 92% of the Canadian population
  • Ability to monetize increasing data usage and customer subscriptions to new data services
  • Ongoing technological improvements by handset manufacturers and from faster data network speeds that allow customers to optimize the use of our services
  • No material financial, operational or competitive consequences of changes in regulations affecting our wireless business

Bell Wireline

  • Positive full-year adjusted EBITDA growth
  • Continued growth in residential Internet protocol TV (IPTV) and Internet subscribers
  • Increasing wireless and Internet-based technological substitution
  • Residential services household ARPU growth from increased penetration of multi-product households and price increases
  • Aggressive residential service bundle offers from cable TV competitors in our local wireline areas
  • Continued large business customer migration to Internet protocol (IP)-based systems
  • Ongoing competitive repricing pressures in our business and wholesale markets

4


  • Continued competitive intensity in our small and mid-sized business markets as cable operators and other telecom competitors continue to intensify their focus on business customers
  • Traditional high-margin product categories challenged by large global cloud and over-the-top (OTT) providers of business voice and data solutions expanding into Canada with on-demand services
  • Ongoing deployment of direct fibre and growing consumption of OTT TV services and on-demand streaming video, as well as the proliferation of devices, such as tablets, that consume vast quantities of bandwidth, will require considerable ongoing capital investment
  • Accelerating customer adoption of OTT services resulting in downsizing of TV packages
  • Realization of cost savings related to management workforce attrition and retirements, lower contracted rates from our suppliers, reduction of traffic that is not on our network and operating synergies from the integration of Manitoba Telecom Services Inc.
  • No material financial, operational or competitive consequences of changes in regulations affecting our wireline business

Bell Media

  • Revenue performance expected to reflect an improving TV advertising sales trajectory supported by our broadcast of 2018 FIFA World Cup, further CraveTV subscriber growth and continued growth in outdoor advertising
  • Operating cost growth driven by higher TV programming and sports broadcast rights costs, as well as continued investment in CraveTV content
  • Continued scaling of CraveTV
  • Ability to successfully acquire and produce highly rated programming and differentiated content
  • Building and maintaining strategic supply arrangements for content across all screens and platforms
  • Increased revenue generation from monetization of content rights and Bell Media properties across all platforms
  • TV unbundling and growth in OTT viewing expected to result in lower subscriber levels for many Bell Media TV properties
  • No material financial, operational or competitive consequences of changes in regulations affecting our media business

5


Financial Assumptions

We have made the following internal financial assumptions with respect to BCE for 2018:

  • Total post-employment benefit plans cost to be approximately $335 million to $355 million, based on an estimated accounting discount rate of 3.6%, comprised of an estimated above adjusted EBITDA post-employment benefit plans service cost of approximately $270 million to $280 million and an estimated below adjusted EBITDA net post-employment benefit plans financing cost of approximately $65 million to $75 million
  • Depreciation and amortization expense of approximately $4,000 million to $4,050 million
  • Net interest expense of approximately $975 million to $1,000 million
  • An effective tax rate of approximately 25%
  • NCI of approximately $50 million
  • Total pension plan cash funding of approximately $400 million
  • Cash taxes of approximately $700 million to $750 million
  • Net interest payments of approximately $950 million to $975 million
  • Other free cash flow items, which include working capital changes, severance and other costs paid, preferred share dividends and NCI paid, of approximately $25 million
  • Average BCE common shares outstanding of approximately 900 million
  • Common share buybacks totalling $175 million
  • An annual common share dividend of $3.02 per share

6


C. BUSINESS RISKS

This section describes the principal known risks that could have a material adverse effect on our financial position, financial performance, cash flows, business or reputation. These risks could cause our assumptions and estimates to be inaccurate and cause actual results or events to differ materially from our expectations expressed in, or implied by, our forward-looking statements, including our financial guidance and business outlook disclosed on February 8, 2018 during BCE’s 2018 Financial Guidance Call. Since the realization of our forward-looking statements, including our ability to meet our financial guidance, essentially depends on our business performance which, in turn, is subject to many risks including, without limitation, competitive, regulatory, technological, economic, financial and other risks, the reader is cautioned that all risks described in this Safe Harbour Notice could have a material adverse impact on our forward-looking statements.

A risk is the possibility that an event might happen in the future that could have a negative effect on our financial position, financial performance, cash flows, business or reputation. The actual effect of any event on our financial position, financial performance, cash flows, business or reputation could be materially different from what we currently anticipate. In addition, our description of risks does not include all possible risks. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our financial position, financial performance, cash flows, business or reputation.

I. PRINCIPAL CONSOLIDATED BUSINESS RISKS

Provided below is a summary description of certain of our principal business risks that could have a material adverse effect on all of our segments. Certain additional business segment-specific risks are reported in Section C. II, Principal Segmented Business Risks. For a detailed description of the principal risks relating to our regulatory environment and a description of the other principal business risks that could have a material adverse effect on our financial position, financial performance, cash flows, business or reputation, refer to Section C. III, Risks Relating to our Regulatory Environment and Section C. IV, Other Principal Business Risks, respectively, in this Safe Harbour Notice.

1. Competitive Environment

As the scope of our businesses increases and evolving technologies drive new services, delivery models and strategic partnerships, our competitive landscape expands to include new and emerging competitors, certain of which were historically our partners or suppliers, as well as other global scale competitors including, in particular, OTT TV service and voice over Internet protocol (VoIP) providers and other web-based and OTT players which are penetrating the telecommunications space. Pricing and investment decisions of market participants are based on many factors, such as strategy, market position, technology evolution, customer confidence and economic climate, and collectively these could adversely affect our market shares, service volumes and pricing strategies and, consequently, our financial results. Technology substitution, Internet Protocol (IP) networks and recent regulatory decisions, in particular, continue to reduce barriers to entry in our industry. This has allowed competitors to launch

7


new products and services and gain market share with far less investment in financial, marketing, human, technological and network resources than has historically been required. In particular, some competitors sell their services through the use of our networks, without the need to invest to build their own networks. Such lower necessary investment has enabled some competitors to be very disruptive in their pricing. Moreover, foreign OTT players such as Netflix are currently not subject to the same taxation obligations as those imposed on Canadian domestic digital suppliers, which provides them with a competitive advantage over us. We expect these trends to continue in the future and the increased competition we face as a result could negatively impact our business including, without limitation, in the following ways:

  • Competitors’ aggressive market offers could result in pricing pressures, lower margins and increased costs of customer acquisition and retention and our market shares and sales volumes could decrease if we do not match competitors’ pricing levels or increase customer acquisition and retention costs
  • Higher Canadian wireless penetration could slow opportunities for new customer acquisition
  • Product substitutions and spending rationalization by business customers could result in an acceleration of network access service (NAS) erosion beyond our current expectations
  • The continued OTT-based substitution and market expansion of VoIP service providers and traditional software players delivering low-cost voice line alternatives, which is changing our approach to service offers and pricing, could have an adverse effect on our business
  • A fundamental separation of content and connectivity has emerged, allowing the expansion and market penetration of low-cost OTT TV providers and other alternative service providers, some of which may offer content as loss leaders to support their core business, which is changing our TV and media ecosystems, could lower our revenue streams and could affect our business negatively
  • Competition with global competitors such as Netflix and Amazon, in addition to traditional Canadian competitors, for programming content could drive significant increases in content acquisition costs as these competitors, along with other global scale entities such as Google, disrupt local market dynamics as a result of innovative and flexible global market strategies
  • Adverse economic conditions, such as economic downturns or recessions, adverse conditions in the financial markets, or a declining level of retail and commercial activity could have a negative impact on the demand for, and prices of, our wireline, wireless and media products and services, as well as drive an increase in bad debts as the creditworthiness of some customers declines
  • Regulatory decisions regarding wholesale access to our wireless and fibre networks could bring new competitors, or strengthen the market position of current competitors
  • An increasing number of off-contract customers could increase customer acquisition activity and churn in the Canadian wireless market

8


  • Foreign competitors could enter the Canadian market and leverage their global scale advantage

2. Regulatory Environment

Although most of our retail services are not price-regulated, government agencies and departments such as the Canadian Radio-television and Telecommunications Commission (CRTC), Innovation, Science and Economic Development Canada (ISED, previously called Industry Canada), Canadian Heritage and the Competition Bureau continue to play a significant role in regulatory matters such as mandatory access to networks, net neutrality, spectrum auctions, approval of acquisitions, broadcast licensing and foreign ownership requirements. As with all regulated organizations, planned strategies are contingent upon regulatory decisions. Adverse decisions by regulatory agencies or increased regulation could have negative financial, operational, reputational or competitive consequences for our business. For a discussion of our regulatory environment and the principal risks related thereto, refer to Section C. III, Risks Relating to our Regulatory Environment.

3. Security Management

Our operations, service performance and reputation depend on how well we protect our physical and non-physical assets, including networks, information technology (IT) systems, offices, corporate stores and sensitive information, from events and attacks such as those referred to in Section C. IV.3.2, Operational Performance – Our operations and business continuity depend on how well we protect, test, maintain and replace our networks, IT systems, equipment and other facilities. The protection and effective organization of our systems, applications and information repositories are central to the secure and continuous operation of our networks and business as electronic and physical records of proprietary business and personal data, such as confidential customer and employee information, are all sensitive from a market and privacy perspective. In particular, cyber attacks are constantly evolving and becoming more frequent and our IT defences need to be constantly monitored and adapted to respond to them. Cyber attacks include, but are not limited to, hacking, computer viruses, denial of service attacks, industrial espionage, unauthorized access to confidential, proprietary or sensitive information, phishing or other attacks on network or IT security. We are also exposed to cyber threats as a result of actions that may be taken by our customers, suppliers, employees or independent third parties, whether malicious or not, including as a result of the use of social media, cloud-based solutions and IT consumerization. Vulnerabilities could harm our brand and reputation and adversely affect customer and investor confidence as well as our financial results given that they may lead to:

  • Network operating failures and service disruptions, which could directly impact our customers’ ability to maintain normal business operations and deliver critical services and/or the ability of third-party suppliers to deliver critical services to us
  • The unauthorized access to proprietary or sensitive information about our business
  • The theft, loss, leakage, destruction or corruption of data and confidential information, including personal information about our customers or employees, that could result in

9


    financial loss, exposure to claims for damages by customers, employees and others, and difficulty in accessing materials to defend legal cases
  • Physical damage to network assets impacting service continuity
  • Litigation, fines and liability for failure to comply with privacy and information security laws
  • Fines and sanctions from credit card providers for failing to comply with payment card industry data security standards for protection of cardholder data
  • Regulatory investigations and increased audit and regulatory scrutiny that could divert resources from project delivery
  • Increased fraud as criminals leverage stolen information against us, our employees or our customers
  • The potential for loss of subscribers or impairment of our ability to attract new ones
  • Lost revenues due to service disruptions and the incurrence of remediation costs
  • Higher insurance premiums

In addition, cyber attacks and other security breaches affecting our suppliers or other business partners could also adversely affect our operations and financial results.

Although we evaluate and seek to adapt our security policies, procedures and controls that are designed to protect our assets, there can be no assurance that these will effectively mitigate the risk of cyber threats or other security risks. Furthermore, our insurance may not cover, or fully reimburse for, any costs, damages, liabilities or losses incurred as a result of cyber attacks or other security breaches.

II. PRINCIPAL SEGMENTED BUSINESS RISKS

1. Bell Wireless

This section discusses certain principal business risks which specifically affect our Bell Wireless segment, in addition to the other risks described elsewhere in this Safe Harbour Notice.

10


 

Aggressive Competition

Risk

The intensity of competitive activity from incumbent wireless operators, newer wireless entrants, non-traditional players and resellers

 

Regulatory Environment

Risk

Greater regulation of wireless services and pricing (e.g. the mandating of wholesale roaming rates by the CRTC that are materially different than those we have proposed, additional mandated access to wireless networks and limitations placed on future spectrum bidding)

Market Maturity and Increased Device Costs

Risk

Slower subscriber growth due to high Canadian smartphone penetration and increased device costs

 

Potential Impact

Pressure on our adjusted EBITDA, ARPU, churn and cost of acquisition and retention would likely result if competitors aggressively increase discounts for handsets and price plans, offer shared plans based on sophisticated pricing requirements or offer other incentives, such as new data plans or unlimited data plans, instalment plans for smartphones or multi-product bundles, to attract new customers

Potential Impact

Greater regulation could limit our flexibility, influence the market structure, improve the business positions of our competitors and negatively impact the financial performance of our wireless business

 

Potential Impact

A maturing wireless market and higher device costs could challenge subscriber growth and cost of acquisition and retention, putting pressure on the financial performance of our wireless business

 

2. Bell Wireline

This section discusses certain principal business risks which specifically affect our Bell Wireline segment, in addition to the other risks described elsewhere in this Safe Harbour Notice.

Aggressive Competition

Risk

The intensity of competitive activity coupled with new product launches (e.g. Internet of Things, connected home systems and devices, newer TV platforms, etc.) from incumbent operators, cable companies, non-traditional players and wholesalers

 

Regulatory Environment

Risk

The CRTC mandates rates for the new disaggregated wholesale high-speed access service available on fibre-to-the-premise (FTTP) facilities that are materially different from the rates we proposed, and which do not sufficiently account for the investment required in these facilities

 

Changing Customer Behaviour

Risk

The traditional TV viewing model (i.e., the subscription for bundled channels) is challenged by an increasing number of legal and illegal viewing options available in the market offered by traditional, non-traditional and global players, as well as developing cord cutting and cord shaving trends

Changing customer habits further contribute to the erosion of NAS lines

11


 

Potential Impact

An increase in the intensity level of competitive activity could result in higher churn, increased acquisition and retention expenses and increased use of promotional competitive offers to acquire and keep customers, all of which would put pressure on Bell Wireline’s adjusted EBITDA

 

Potential Impact

The mandating of rates for the new disaggregated wholesale high-speed access service available on FTTP facilities that are materially different from the rates we proposed could improve the business position of our competitors and change our investment strategy, especially in relation to investment in next-generation wireline networks in smaller communities and rural areas

 

Potential Impact

Our market penetration and number of TV subscribers could decline as a result of broadcasting distribution undertakings’ (BDUs) offerings and an increasing number of domestic and global unregulated OTT providers. The proliferation of IP-based products, including OTT content offerings directly to consumers, may accelerate the disconnection of TV services or the reduction of TV spending

The ongoing loss of NAS lines from technological substitution to wireless and Internet-based services and large business customer conversions to IP-based data services challenge our traditional voice revenues and compel us to develop other service offerings

3. Bell Media

This section discusses certain principal business risks which specifically affect our Bell Media segment, in addition to the other risks described elsewhere in this Safe Harbour Notice.

12


 

Aggressive Competition and Regulatory Changes

Risk

The intensity of competitive activity from traditional TV services, as well as from new technologies and alternative distribution platforms such as unregulated OTT content offerings, video on demand, personal video platforms and video services over mobile devices and the Internet, in combination with regulations that require all BDUs to make TV services available à la carte

Acceleration in non-traditional global players developing more aggressive product and sales strategy in creating and distributing video

 

Advertising and Subscription Revenue Uncertainty

Risk

Advertising is heavily dependent on economic conditions and viewership, as well as on our ability to grow alternative advertising media such as digital and out-of-home platforms, in the context of a changing and fragmented advertising market. Conventional media is under increasing pressure for advertising spend against non-traditional/global technology companies

Bell Media has contracts with a variety of BDUs, under which monthly subscription fees for specialty and pay TV services are earned. Agreements with several of these BDUs are expiring in 2018

 

Rising Content Costs and Ability to Secure Key Content

Risk

Rising content costs, as an increasing number of domestic and global competitors seek to acquire the same content, and the ability to secure key content to drive revenues and subscriber growth

 

Potential Impact

Adverse impact on the level of subscriptions and/or viewership for Bell Media’s TV services and on Bell Media’s revenue streams

 

Potential Impact

Economic uncertainty could reduce advertisers’ spending. Our failure to increase or maintain viewership or capture our share of the changing and fragmented advertising market could result in the loss of advertising revenue

If we are not successful in renegotiating expiring BDU agreements on favourable terms, it could result in the loss of subscription revenue

Potential Impact

Rising programming costs could require us to incur unplanned expenses which could result in negative pressure on adjusted EBITDA

Our inability to acquire popular programming content could adversely affect Bell Media’s viewership and subscription levels and, consequently, advertising and subscription revenues

 

III. RISKS RELATING TO OUR REGULATORY ENVIRONMENT

1. Introduction

This section describes certain legislation that governs our business and provides highlights of recent regulatory initiatives and proceedings, government consultations and government positions that affect us, influence our business and may continue to affect our flexibility to compete in the marketplace. Bell Canada and several of its direct and indirect subsidiaries, including Bell Mobility Inc. (Bell Mobility), Bell ExpressVu Limited Partnership

13


(Bell ExpressVu), Bell Media, NorthernTel, Limited Partnership (NorthernTel), Télébec, Limited Partnership (Télébec) and Northwestel Inc. (Northwestel), are governed by the Telecommunications Act, the Broadcasting Act, the Radiocommunication Act and/or the Bell Canada Act. Our business is affected by regulations, policies and decisions made by various regulatory agencies, including the CRTC, a quasi-judicial agency of the Government of Canada responsible for regulating Canada’s telecommunications and broadcasting industries, and other federal government departments, in particular ISED.

The CRTC regulates the prices we can charge for telecommunications services in areas where it determines there is not enough competition to protect the interests of consumers. The CRTC has determined that competition was sufficient to grant forbearance from retail price regulation under the Telecommunications Act for the vast majority of our wireline residential and business telephone services, as well as for our wireless services (except our domestic wholesale wireless roaming service and certain restrictions for retail wireless services set out in the Wireless Code of Conduct) and Internet services (except in certain parts of Northwestel’s territory, where the CRTC re-regulated Internet services in 2013). Our TV distribution and our TV and radio broadcasting businesses are subject to the Broadcasting Act and are, for the most part, not subject to retail price regulation.

Although most of our retail services are not price-regulated, government agencies and departments such as the CRTC, ISED, Canadian Heritage and the Competition Bureau continue to play a significant role in regulatory matters such as mandatory access to networks, net neutrality, spectrum auctions, approval of acquisitions, broadcast licensing and foreign ownership requirements. Adverse decisions by regulatory agencies or increasing regulation could have negative financial, operational, reputational or competitive consequences for our business.

2. Telecommunications Act

The Telecommunications Act governs telecommunications in Canada. It defines the broad objectives of Canada’s telecommunications policy and provides the Government of Canada with the power to give general direction to the CRTC on any of its policy objectives. It applies to several of the BCE group of companies and partnerships, including Bell Canada, Bell Mobility, NorthernTel, Télébec and Northwestel.

Under the Telecommunications Act, all facilities-based telecommunications service providers in Canada, known as telecommunications common carriers (TCCs), must seek regulatory approval for all telecommunications services, unless the services are exempt from regulation or forborne from regulation. The CRTC may exempt an entire class of carriers from regulation under the Telecommunications Act if the exemption meets the objectives of Canada’s telecommunications policy. In addition, a few large TCCs, including the BCE group TCCs, must also meet certain Canadian ownership requirements. BCE monitors and periodically reports on the level of non-Canadian ownership of its common shares.

14


 

2.1 Review of Basic Telecommunications Services

On December 21, 2016, the CRTC issued Telecom Regulatory Policy CRTC 2016-496, in which it determined broadband Internet to be a basic service and created a new fund designed to complement government investments in expanding access to broadband Internet across Canada. The new fund will collect and distribute $750 million over a five-year period to support an aspirational goal of bringing broadband Internet with speeds of 50 megabits per second (Mbps) to 90% of Canadian households by the end of 2021. The contributions to the new fund will be collected from telecommunications service providers, like those of the BCE group, and distributed through a competitive bidding process to support broadband deployment initiatives. The fund is to start at $100 million in its first year and grow by $25 million each year until it caps out at $200 million in the fifth year. While we will be required to contribute to the new broadband fund based on our percentage of industry revenues for voice, data and Internet services, the extent of the impact of this new fund on our business is not yet known, as funds contributed may be offset by any funds received should we seek and be awarded funds to deploy broadband services as part of the CRTC’s program. The CRTC has launched a proceeding to determine the details of the competitive bidding process and we anticipate that the fund will likely be operational in 2019.

2.2 National Wireless Services Consumer Code

On June 3, 2013, the CRTC issued Telecom Regulatory Policy CRTC 2013-271, which established the Wireless Code. The Wireless Code applies to all wireless services provided to individual and small business consumers (i.e. businesses that on average spend less than $2,500 per month on telecom services) in all provinces and territories.

The Wireless Code regulates certain aspects of the provision of wireless services. Most notably, the Wireless Code prevents wireless service providers from charging an early cancellation fee after a customer has been under contract for 24 months and requires providers to recover any handset subsidies in two years or less. These requirements have effectively removed contracts with terms greater than two years from the marketplace.

On June 17, 2017, the CRTC issued Telecom Regulatory Policy CRTC 2017-200 making targeted changes to the Wireless Code, effective December 1, 2017, and clarifying existing rules. The revisions to the Wireless Code prevent service providers from selling locked devices, increase voice, text and data usage allowances for customers to try out their services during the mandatory 15-day buyer’s trial period for purchased devices, and establish additional controls related to data overage and data roaming charges, among other things. These changes are expected to have an adverse effect on our wireless business.

2.3 Proceedings Regarding Wholesale Domestic Wireless Services

In Telecom Regulatory Policy CRTC 2015-177, the CRTC mandated Bell Mobility, Rogers Communications Partnership (now Rogers Communications Canada Inc.) and Telus Communications Company to issue tariffs to introduce new domestic wholesale roaming services for purchase by non-national wireless service providers (NNWPs). The terms of our tariff were approved by the CRTC in Telecom Decision CRTC 2017-56 (Decision 2017-56). Approval for the rates that we have proposed remains pending. If the CRTC mandates rates

 

15


 

that are materially different from the rates we have proposed, this could improve the business position of our competitors and have a negative impact on our wireless business.

On June 1, 2017, the Federal Cabinet issued an Order to the CRTC directing it to reconsider certain determinations made in Decision 2017-56. In Decision 2017-56, the CRTC determined that Bell Mobility, Rogers Communications Canada Inc. and Telus Communications Company were required to provide “incidental” access to their networks and not “permanent” access as part of the mandated roaming service. The CRTC also determined that the use of generally available public WiFi does not form part of a NNWP’s home network for the purpose of establishing what constitutes incidental roaming access, since public WiFi facilities represent infrastructure that is not necessarily owned, operated or controlled by a NNWP. As a result, NNWPs may not rely on the use of public WiFi facilities to be eligible to purchase incidental roaming services. Among other things, the Federal Cabinet has asked the CRTC to consider whether allowing an end-user’s connectivity to public WiFi to count as connectivity to a NNWP’s home network would make Canadian wireless services more affordable, and whether any affordability gains associated with such a changed rule would outweigh any disincentives for the national carriers to continue to invest in their networks. The Federal Cabinet’s Order requires the CRTC to report back to Cabinet by March 31, 2018. It is unclear what, if any, new rules the CRTC may adopt in reconsidering Decision 2017-56. Moreover, it is unclear what, if any, impact such new rules may have on Bell’s wireless business.

2.4 Mandated Wholesale Access to FTTP Networks

On July 22, 2015, the CRTC mandated the introduction of a new disaggregated wholesale high-speed access service, including over FTTP facilities, which had previously been exempt from mandated wholesale high-speed access. While this new service is mandated for all major incumbent telephone companies and cable carriers, the first stage of its implementation is to take place only in Ontario and Québec, our two largest markets. This adverse regulatory decision may impact the specific nature, magnitude, location and timing of our future FTTP investment decisions. In particular, the introduction by the CRTC of mandated wholesale services over FTTP will undermine the incentives for facilities-based digital infrastructure providers to invest in next-generation wireline networks, particularly in smaller communities and rural areas.

On September 20, 2016, the CRTC issued Telecom Decision CRTC 2016-379, in which it largely adopted our proposals concerning the technical design of our future disaggregated wholesale high-speed access service. On August 29, 2017, in Telecom Order CRTC 2017-312, the CRTC set interim rates for these services. The interim rates determined by the CRTC are essentially similar to those we proposed; however, the final rates remain to be determined. The mandating of final rates that are materially different from the rates we proposed could improve the business position of our competitors and further impact our investment strategy.

2.5 Proposed Expansion of Aggregated Wholesale Access Regime to FTTP Networks

On March 30, 2017, the Canadian Network Operators Consortium Inc. (CNOC) applied to the CRTC for an expansion of the aggregated wholesale high-speed access regime, which mandates aggregated access to FTTN facilities, to also include aggregated access to FTTP facilities. CNOC argued that aggregated access to FTTP facilities was necessary in order for competitors to offer

 

16


 

high-speed services in areas where aggregated FTTN service is not available and only FTTP facilities are present to support the delivery of high-speed services. On February 2, 2018, the CRTC issued Telecom Decision CRTC 2018-4, in which it rejected CNOC’s application. The CRTC found that the exemption of FTTP facilities from aggregated access has limited impacts on competitors’ ability to compete in the retail market, and that the adoption of CNOC’s proposal would undermine the CRTC’s desired transition to a disaggregated access regime.

2.6 Review of Wholesale FTTN High-Speed Access Service Rates

As part of its ongoing review of wholesale Internet rates, on October 6, 2016 the CRTC significantly reduced, on an interim basis, some of the wholesale rates that Bell Canada and other major providers charge for access by Internet service providers to FTTN or cable networks, as applicable. Should such substantially lowered wholesale rates remain in place in the long-term and, in addition, should the interim rates be made retroactive, the business position of some of our competitors could improve, adversely affecting our financial performance, and our investment strategy could change, especially in relation to investment in next-generation wireline networks, particularly in smaller communities and rural areas.

2.7 Canada’s Telecommunications Foreign Ownership Rules

Under the Telecommunications Act, there are no foreign investment restrictions applicable to TCCs that have less than a 10% share of the total Canadian telecommunications market as measured by annual revenues. However, foreign investment in telecommunications companies can still be refused by the government under the Investment Canada Act. The absence of foreign ownership restrictions on such small or new entrant TCCs could result in more foreign companies entering the Canadian market, including by acquiring spectrum licences or Canadian TCCs.

3. Broadcasting Act

The Broadcasting Act outlines the broad objectives of Canada’s broadcasting policy and assigns the regulation and supervision of the broadcasting system to the CRTC. Key policy objectives of the Broadcasting Act are to protect and strengthen the cultural, political, social and economic fabric of Canada and to encourage the development of Canadian expression.

Most broadcasting activities require a programming or broadcasting distribution licence from the CRTC. The CRTC may exempt broadcasting undertakings from complying with certain licensing and regulatory requirements if it is satisfied that non-compliance will not materially affect the implementation of Canadian broadcasting policy. A corporation must also meet certain Canadian ownership and control requirements to obtain a broadcasting or broadcasting distribution licence and corporations must have the CRTC’s approval before they can transfer effective control of a broadcasting licensee.

Our TV distribution operations and our TV and radio broadcasting operations are subject to the requirements of the Broadcasting Act, the policies and decisions of the CRTC and their respective broadcasting licences. Any changes in the Broadcasting Act, amendments to regulations or the adoption of new ones, or amendments to licences could negatively affect our competitive position or the cost of providing services.

17


3.1 The Television Service Provider Code

On January 7, 2016, the CRTC issued Broadcasting Regulatory Policy CRTC 2016-1 (BRP 2016-1), which established the Television Service Provider Code (the TV Code). The TV Code came into force on September 1, 2017 and requires all regulated television service providers, as well exempt television service providers that are affiliated with a regulated service provider, to observe certain rules concerning their consumer agreements for television services. The TV Code does not apply to other exempt providers, such as over-the-top providers not affiliated with a regulated service provider.

The TV Code specifically imposes requirements relating to the clarity of offers, the content of contracts, trial periods for persons with disabilities, how consumers can change their programming options, and when services may be disconnected, among other things.

As part of BRP 2016-1, the CRTC also expanded the mandate of the Commissioner for Complaints for Telecommunications Services, now the Commission for Complaints for Telecom-Television Services (CCTS), to include the administration of the TV Code and to enable the CCTS to accept consumer complaints about television services.

3.2 Changes to Simultaneous Substitution

In Broadcasting Regulatory Policy 2015-25, the CRTC announced that it would eliminate simultaneous substitution for the Super Bowl starting in 2017. This decision was implemented in Broadcasting Order CRTC 2016-335 (the Order).

Bell Canada and Bell Media appealed the application of the Order to the Federal Court of Appeal, as did the National Football League (NFL). Bell Canada and Bell Media argued that the CRTC does not have jurisdiction under the Broadcasting Act to ban simultaneous substitution for the Super Bowl and that doing so constitutes unauthorized retrospective regulation and interference with Bell Media’s vested economic rights. In a decision rendered December 18, 2017, the Federal Court of Appeal denied the applications of Bell Media and Bell Canada, and that of the NFL, deferring to the CRTC’s discretion as to how competing broadcasting policy objectives should be balanced. On January 3, 2018, Bell Canada and Bell Media filed for leave to appeal the Federal Court of Appeal’s decision to the Supreme Court of Canada on an expedited basis. Bell Canada and Bell Media additionally sought a stay of the Order. On January 24, 2018, the Supreme Court of Canada denied the request for a stay of the Order, but agreed to hear our application for leave, and our appeal should leave be granted, on an expedited basis. We expect a decision on our leave application in the coming months.

On August 1, 2017, BCE filed an application with the CRTC requesting that it rescind the Order arguing that there have been significant negative economic and cultural impacts resulting from the Order. The application is supported by the NFL along with national union Unifor, the Alliance of Canadian Cinema, Television and Radio Artists, the Association of Canadian Advertisers and the Canadian Media Directors’ Council.

18


The CRTC’s decision to eliminate simultaneous substitution for the Super Bowl has had an adverse impact on Bell Media’s conventional TV business and financial results, as a result of a reduction in viewership and advertising revenues. Such impacts will continue through the duration of our contract term with the NFL unless the CRTC’s Order is rescinded.

3.3 Wholesale Code

In Broadcasting Regulatory Policy 2015-438, the CRTC announced it would implement a new Wholesale Code to govern the commercial arrangements between BDUs, programming services and digital media services, including imposing additional restrictions on the sale of TV channels at wholesale and the carriage of TV channels by BDUs. Bell Canada and Bell Media have appealed the decision to the Federal Court of Appeal, arguing that the CRTC’s implementation of the Wholesale Code conflicts with the Copyright Act and is outside the CRTC’s jurisdiction under the Broadcasting Act. The appeal was heard on November 14, 2017, and a decision is expected this year.

3.4 Licence Renewals

On May 15, 2017, the CRTC issued decisions in which it renewed the TV licences held by the large English-language and French-language ownership groups, including those owned by Bell Media. The CRTC’s decisions were generally positive for Bell Media as no adverse conditions of licence were imposed that could have negatively affected our business and financial performance.

In its renewals for the large English-language ownership groups (Broadcasting Decisions CRTC 2017-148 to 2017-151), the CRTC set symmetrical spending requirements across each licensing group for both Canadian programming (minimum 30% of revenues) and certain categories of programs of national interest (minimum 5% of revenues). Given that the new symmetrical requirements for spending on programs of national interest were lower than the pre-existing requirements for certain ownership groups (including Bell Media), several of the associations that represent creative groups are concerned about what they perceive will be a reduction in spending on this category of programming. Consequently, they filed petitions pursuant to section 28(1) of the Broadcasting Act, requesting that the Federal Cabinet set aside or refer the decisions back to the CRTC for reconsideration.

In its renewals for the large French-language ownership groups (Broadcasting Decisions CRTC 2017-143 to 2017-147), the CRTC set minimum spending requirements for each group on a case-by-case basis, in accordance with recent historical levels. However, the Government of Québec and several of the associations that represent creative groups are concerned that the CRTC did not also set a specific minimum spending requirement relating to original French-language production. Consequently, they also filed petitions pursuant to section 28(1) of the Broadcasting Act, requesting that the Federal Cabinet refer the decisions back to the CRTC for reconsideration.

 

19


On August 14, 2017, the Federal Cabinet referred the English-language and French-language renewal decisions back to the CRTC for reconsideration to ensure that appropriate contributions are made to the creation and presentation of programs of national interest, original French-language programming and music programming, as well as short films and documentaries. The decisions remain in effect while the CRTC conducts its reconsideration process. Should the CRTC alter the current conditions of licence in an adverse manner, it could have a negative effect on Bell Media’s business and financial performance going forward.

3.5 CRTC Report on Future Programming Distribution Models

On September 27, 2017, the Governor in Council, at the recommendation of the Minister of Canadian Heritage, issued a direction to the CRTC asking it to examine the distribution model or models of programming that are likely to exist in the future, how Canadians would access that programming, and the extent to which those models will ensure a vibrant domestic market that is capable of supporting the continued creation, production and distribution of Canadian programming, including original entertainment and information programming. The CRTC launched its public consultation on October 12, 2017, and is required to provide its report no later than June 1, 2018. The Minister of Canadian Heritage indicated that the CRTC’s report will be used to inform a future review of the Broadcasting Act and the Telecommunications Act. At this time, it is unclear how the CRTC’s report, or future legislative reviews, may impact our business.

4. Radiocommunication Act

ISED regulates the use of radio spectrum under the Radiocommunication Act to ensure that radiocommunication in Canada is developed and operated efficiently. All companies wishing to operate a wireless system in Canada must hold a spectrum licence to do so. Under the Radiocommunication Regulations, companies that are eligible for radio licences, such as Bell Canada and Bell Mobility, must meet the same ownership requirements that apply to companies under the Telecommunications Act.

4.1 600 megahertz (MHz) Spectrum Consultation

ISED is currently in the process of repurposing the 600 MHz band, which is currently being used primarily by over-the-air TV broadcasters for TV transmission, for mobile use. As part of the transition, TV broadcasters must be moved off the 600 MHz spectrum. In April 2017, ISED released its new digital television allotment plan, developed jointly with the United States. The transition of broadcasters off 600 MHz spectrum will have an impact on Bell Media TV broadcasting stations; however, the extent of such impact is not yet known.

On August 4, 2017, ISED released a consultation paper seeking input regarding a technical, policy and licensing framework to govern the auction of spectrum licences in the 600 MHz band for mobile use. The consultation paper indicates that ISED is proposing to auction 70 MHz of spectrum (30 MHz of which would be set aside for set-aside eligible entities) using an auction format similar to that used in the 700 MHz and 2500 MHz spectrum auctions. The set-aside spectrum can only be transferred to set-aside-eligible entities for the first five years. ISED proposes that the auctioned licences will have a 20-year term and be subject to certain deployment requirements requiring licensees to provide network coverage to a certain 

20


percentage of the population in each licence area at 5, 10 and 20 years following licence issuance. ISED has not yet indicated when the auction will take place.

While the potential overall impact of the proposed auction framework is not known at the present time, the adoption of the set-aside provisions outlined in the consultation paper would limit the amount of spectrum that Bell Mobility can bid on. A decision on the consultation remains pending.

4.2 Consultation on Releasing Millimetre Wave Spectrum to Support Fifth Generation (5G)

On June 5, 2017, ISED launched a consultation entitled “Consultation on Releasing Millimetre Wave Spectrum to Support 5G”. The consultation addresses the use of three key frequency bands, namely 28 gigahertz (GHz), 37-40 GHz and 64-71 GHz for possible 5G deployment. ISED has sought comments on a number of key technical and licensing policy considerations for the use of the above noted spectrum. As 5G is expected to be the next major advancement in mobile telecommunications standards, access to the millimetre spectrum will be important in order to facilitate development and the adoption of 5G technology. A decision on the consultation remains pending.

4.3 Renewal of Advanced Wireless Services (AWS-1) and Personal Communications Services (PCS) G Block and I Block Spectrum Licences

On June 15, 2017, ISED announced a consultation on the licence renewal process for AWS-1 spectrum, as well as for the PCS G Block and the I Block spectrum. These spectrum licences were auctioned in 2008 and the licences will begin to expire in December 2018. As part of the consultation, ISED sought comments on the proposal that AWS-1 and PCS G Block licences be renewed for 20 years and I Block licences be renewed for 10 years if the existing conditions of licence have been satisfied. In addition, ISED sought comments on the proposal to impose deployment conditions with respect to population coverage based on smaller geographic licensing areas. A decision on the consultation remains pending.

4.4 Auction of Residual Spectrum Licences

On December 19, 2017, ISED released a decision entitled “Licensing Framework for Residual Spectrum Licences in the 700 MHz, 2500 MHz, 2300 MHz and PCS G Bands”. For residual licences in the 700 MHz and 2500 Mhz bands, ISED will impose the same aggregation limits that were in place for the primary auctions that took place for these bands in 2014 and 2015, respectively. The licensing framework has set a sealed-bid auction with bids due on May 15, 2018.

4.5 Consultation on the Spectrum Outlook 2018 to 2022

On October 6, 2017, ISED initiated a consultation entitled “Consultation on the Spectrum Outlook 2018 to 2022”. The outcome of the consultation is intended to provide a roadmap for ISED to follow in making spectrum available over the next five years. As part of this consultation, ISED is seeking views on how it should change its licensing regime, how much spectrum will be required in the future, and how technology is evolving, among other things. It is unclear what, if any, impacts the results of this consultation could have on our business.

21


5. Bell Canada Act

Among other things, the Bell Canada Act limits how Bell Canada voting shares and Bell Canada facilities may be sold or transferred. Specifically, under the Bell Canada Act, the CRTC must approve any sale or other disposal of Bell Canada voting shares that are held by BCE, unless the sale or disposal would result in BCE retaining at least 80% of all of the issued and outstanding voting shares of Bell Canada. Except in the ordinary course of business, the sale or other disposal of facilities integral to Bell Canada’s telecommunications activities must also receive CRTC approval.

6. Other Key Legislation

6.1 Personal Information Protection and Electronic Documents Act

On June 18, 2015, the Personal Information Protection and Electronic Documents Act was amended to include mandatory notification requirements that must be followed in relation to the loss or unauthorized disclosure of personal information held by an organization resulting from a breach of the organization’s security safeguards. Failure to comply with these notification requirements, or to log security breaches, may result in a fine of up to $100,000 per occurrence. These provisions dealing with notification requirements will come into force when related regulations are brought into force.

On September 28, 2017, the Office of the Privacy Commissioner of Canada (OPC) issued its Notice of Consultation and Call for Comments on Draft Consent Guidance Documents. The specific guidance documents at issue in this consultation are entitled “Draft Guidelines: Obtaining Meaningful Online Consent” and “Draft Guidelines: Inappropriate Data Practices – Interpretation and Application of Subsection 5(3)”. The OPC is expected to issue final guidelines later this year. The OPC’s guidelines could have significant impacts concerning how personal information may be collected, used and disclosed for analytics and marketing purposes.

6.2 Canada’s Anti-Spam Legislation

Federal legislation referred to as Canada’s anti-spam legislation (CASL) came into force on July 1, 2014. Pursuant to CASL, commercial electronic messages can be sent only if the recipient has provided prior consent and the message complies with certain formalities, including the ability to unsubscribe easily from subsequent messages. As of January 15, 2015, CASL also requires that an organization have prior informed consent before downloading software to an end-user’s computer. Penalties for non-compliance include administrative monetary penalties of up to $10 million.

While CASL is also intended to provide individual Canadians with a private right of action to commence proceedings for statutory damages in relation to instances of non-compliance, these provisions were deferred indefinitely from coming into force by the Federal Cabinet on June 2, 2017.

22


6.3 Copyright Act Review

On December 13, 2017, the Federal Government passed a motion in Parliament to formally launch the review of the Copyright Act. This review is mandated by the Copyright Act itself which requires that the legislation be examined every five years. The Standing Committee on Industry, Science and Technology, working in collaboration with the Standing Committee on Canadian Heritage, will lead the process, beginning in early 2018. At this time, the impact of any potential amendments on our business is unknown.

IV. OTHER PRINCIPAL BUSINESS RISKS

The following sections describe the other principal business risks that could also have a material adverse effect on our financial position, financial performance, cash flows, business or reputation in addition to those previously discussed in this document under Section C. I, Principal Consolidated Business Risks, Section C. II, Principal Segmented Business Risks and Section C. III, Risks Relating to our Regulatory Environment.

1. Technology/Infrastructure Transformation
2. Customer Experience
3. Operational Performance
4. People
5. Financial Management
6. Dependence on Third-Party Suppliers
7. Litigation and Legal Obligations
8. Health and Environmental Concerns

1. Technology/Infrastructure Transformation

The failure to optimize network and IT deployment and upgrading timelines, accurately assess the potential of new technologies, and invest and evolve in the appropriate direction, could have an adverse impact on our business and financial results

Globalization, increased competition and ongoing technological advances are driving customer expectations of faster market responses, enhanced user experiences and cost-effective delivery. Meeting these expectations requires the deployment of new service and product technologies that are network-neutral and based on a more collaborative and integrated development environment. Change can be difficult and may present unforeseen obstacles which might impact successful execution, and this transition is made more challenging by the complexity of our multi-product environment, combined with the complexity of our network and IT structures. In addition, new technologies may quickly become obsolete or their launch may be delayed. The failure to optimize network and IT deployment and upgrading timelines, considering customer demand and competitor activities, to accurately assess the potential of new technologies and to invest and evolve in the appropriate direction in an environment of changing business models could have an adverse impact on our business and financial results.

23


In particular, our network and IT evolution activities seek to leverage new as well as evolving and developing technologies, including network functions virtualization, software-defined networks and cloud technologies, as well as transform our network and systems to achieve our objectives of becoming more agile in our service delivery and operations as well as providing self-serve and instant-on capabilities for our customers, ensuring best quality and customer experience, and developing a new network infrastructure that enables a competitive cost structure with rapidly growing capacity needs. These evolution activities require an operational and cultural shift. Alignment across technology, product development and operations is increasingly critical to ensure appropriate trade-offs and optimization of capital allocation.

If this cannot be achieved in accordance with our deployment schedules while maintaining network availability and performance through the migration process, we may lose customers as a result of poor service performance, which could adversely affect our ability to achieve our operational and financial objectives. Failure to leverage IP across all facets of our network and product and service portfolio could inhibit a fully customer-centric approach, limiting or preventing comprehensive self-serve convenience, real-time provisioning, cost savings and flexibility in delivery and consumption, leading to negative business and financial outcomes.

Parallel to our focus on next-generation investment, adverse regulatory decisions may impact the specific nature, magnitude, location and timing of investment decisions. In particular, the introduction by the CRTC of mandated wholesale services over FTTP or wireless networks will undermine the incentives for facilities-based digital infrastructure providers to invest in next-generation wireline and wireless networks, particularly in smaller communities and rural areas. Failure to continue investment in a disciplined and strategic manner in next-generation capabilities, including real-time information-based customer service strategies, could limit our ability to compete effectively and achieve desired business and financial results.

Other examples of risks to achieving our desired technology/infrastructure transformation include:

  • Network construction and deployment on municipal or private property requires the issuance of municipal and property owner consents, respectively, for the installation of network equipment, which could cause delays to FTTP rollout
  • The increasing dependence on apps for content delivery, sales, customer engagement and service experience drives the need for new and scarce capabilities (sourced internally or externally), which may not be available, as well as the need for associated operating processes integrated into ongoing operations
  • New products, services or apps could reduce demand for our existing more profitable service offerings or cause prices for those services to decline, and could result in shorter estimated useful lives for existing technologies, which could increase depreciation and amortization expense
  • As consumption habits evolve and TV viewing alternatives expand, our ability to develop alternative delivery vehicles, which may require significant software

24


    development and network investment, in order to compete in new markets is essential to maintaining customer engagement and revenue streams
  • We must be able to leverage new opportunities, such as those introduced by “Big Data”, which is subject to many challenges, including evolving customer perceptions as well as legal and regulatory developments in order to meet our business objectives. If we cannot build market-leading competencies in this field across sales, service and operational platforms that respect societal values and legal and regulatory requirements, we may miss important opportunities to grow our business through enhanced market intelligence and a more proactive customer service model.

2. Customer Experience

Driving a positive customer experience in all aspects of our engagement with customers by embracing new approaches and challenging operational limitations is important to avoid adverse impacts on our business and financial performance

As the bar continues to be raised based on customers’ evolving expectations of service and value, failure to get ahead of such expectations and build a more robust service experience could hinder products and services differentiation and customer loyalty. With the proliferation of connectivity services, apps and devices, customers are accustomed to doing things when, how and where they want through websites, self-serve options, web chat, call centres, Facebook, Twitter and other social media forums. Failure to embrace these new media in a positive way, incorporate them into multiple elements of our service delivery and ensure that we understand their potential impact on customer perceptions could adversely affect our reputation and brand value. As the foundation of effective customer service stems from our ability to deliver simple solutions to customers in an expeditious manner, on mutually agreeable terms, complexity in our operations resulting from multiple technology platforms, billing systems, marketing databases and a myriad of rate plans, promotions and product offerings may limit our ability to respond quickly to market changes and reduce costs, and may lead to customer confusion or billing errors, which could adversely affect customer satisfaction, acquisition and retention. While speed of service evolution is critical to a competitive differentiation, it must not be achieved at the expense of the quality of our service offerings or of our brand.

3. Operational Performance

3.1 Our networks, IT systems and data centre assets are the foundation of high-quality consistent services which are critical to meeting service expectations

Our ability to provide consistent wireless, wireline, media broadcasting, satellite and data centre services to customers in a complex and constantly changing operating environment is crucial for sustained success. In particular, network capacity demands for TV and other bandwidth-intensive applications on our Internet and wireless networks have been growing at unprecedented rates. Unexpected capacity pressures on our networks may negatively affect our network performance and our ability to provide services. Issues relating to network availability,

25


speed, consistency and traffic management on our more current as well as aging networks could have an adverse impact on our business and financial performance.

In addition, we currently use a very large number of interconnected operational and business support systems including for provisioning, networking, distribution, broadcast management, billing and accounting, which may restrain our operational efficiency. If we fail to implement or maintain highly effective customer-facing IT systems supported by an effective governance and operating framework, this may lead to inconsistent performance and dissatisfied customers, which over time could result in higher churn.

Further examples of risks to operational performance that could impact our reputation, business operations and financial performance include the following:

  • We may need to incur significant capital expenditures beyond those already anticipated by our capital intensity target in order to provide additional capacity and reduce network congestion on our wireline and wireless networks, and we may not be able to generate sufficient cash flows or raise the capital we need to fund such capital expenditures, which may result in service degradation
  • Corporate restructurings, system replacements and upgrades, process redesigns and the integration of business acquisitions may not deliver the benefits contemplated and could adversely impact our ongoing operations
  • If we fail to streamline our significant IT legacy system portfolio and proactively improve operating performance, this could adversely affect our business and financial outcomes
  • There may be a lack of competent and cost-effective resources to perform the life-cycle management and upgrades necessary to maintain operational status of legacy networks

3.2 Our operations and business continuity depend on how well we protect, test, maintain and replace our networks, IT systems, equipment and other facilities

Our operations depend on how well we and our contracted service providers protect our networks and IT systems, as well as other infrastructure and facilities, against damage from fire, natural disaster (including, without limitation, seismic and severe weather-related events such as ice, snow and wind storms, flooding, hurricanes, tornados and tsunamis), power loss, building cooling loss, unauthorized access or entry, cyber threats, disabling devices, acts of war or terrorism, sabotage, vandalism, actions of neighbours and other events. Establishing response strategies and business continuity protocols to maintain service consistency if any disruptive event materializes is critical to the achievement of effective customer service. Any of the above-mentioned events, as well as the failure to complete planned and sufficient testing, maintenance or replacement of our networks, equipment and other facilities, could disrupt our operations (including through disruptions such as network failures, billing errors or delays in customer service), require significant resources and result in significant remediation costs, which in turn could have an adverse effect on our business and financial performance, or impair our ability to keep existing subscribers or attract new ones.

26


3.3 Satellites used to provide our satellite TV services are subject to significant operational risks that could have an adverse effect on our business and financial performance

Pursuant to a set of commercial arrangements between Bell ExpressVu and Telesat Canada (Telesat), we currently have two satellites under contract with Telesat. Telesat operates or directs the operation of these satellites, which utilize highly complex technology and operate in the harsh environment of space and are therefore subject to significant operational risks while in orbit. These risks include in-orbit equipment failures, malfunctions and other problems, commonly referred to as anomalies, that could reduce the commercial usefulness of a satellite used to provide our satellite TV services. Acts of war or terrorism, magnetic, electrostatic or solar storms, and space debris or meteoroids could also damage such satellites. Any loss, failure, manufacturing defect, damage or destruction of these satellites, of our terrestrial broadcasting infrastructure or of Telesat’s tracking, telemetry and control facilities to operate the satellites could have an adverse effect on our business and financial performance and could result in customers terminating their subscriptions to our direct-to-home satellite TV service.

4. People

Our employees and contractors are key resources and there is a broad and complex range of risks which must be managed effectively to drive a winning corporate culture and outstanding performance

Our business depends on the efforts, engagement and expertise of our management and non-management employees and contractors, who must be able to operate safely and securely based on the tasks they are completing and the environment in which they are functioning. If we fail to achieve this basic expectation, this could adversely affect our organizational culture, reputation and financial results as well as our ability to attract high-performing team members. Competition for highly skilled team members is intense, which makes the development of approaches to identify and secure high-performing candidates for a broad range of job functions, roles and responsibilities essential. Failure to appropriately train, motivate, remunerate or deploy employees on initiatives that further our strategic imperatives, or to efficiently replace retiring employees, could have an adverse impact on our ability to attract and retain talent and drive performance across the organization. The positive engagement of members of our team represented by unions is contingent on negotiating collective agreements which deliver competitive labour conditions and uninterrupted service, both of which are critical to achieving our business objectives. In addition, if the skill sets, diversity and size of the workforce do not match the operational requirements of the business and foster a winning culture, we will likely not be able to sustain our performance.

Other examples of people-related risks include the following:

  • The increasing technical and operational complexity of our businesses and the high demand in the market for skilled technical resources create a challenging environment for hiring, retaining and developing such skilled technical resources

27


  • Failure to establish a complete and effective succession plan, including preparation of internal talent and identification of potential external candidates where relevant for key roles, could impair our business until qualified replacements are found
  • Approximately 45% of our employees are represented by unions and are covered by collective bargaining agreements. Renegotiating collective bargaining agreements could result in higher labour costs, project delays and work disruptions, including work stoppages or work slowdowns, which could adversely affect service to our customers and, in turn, our customer relationships and financial performance
  • Ensuring the safety and security of our workforce operating in different environments, including, manholes, telephone poles, cell towers, vehicles, foreign news bureaus and war zones, requires focus, effective processes and flexibility to avoid injury, service interruption, fines and reputational impact
  • Deterioration in employee morale and engagement resulting from staff reductions, ongoing cost reductions or reorganizations could adversely affect our business and financial results

5. Financial Management

5.1 If we are unable to raise the capital we need or generate sufficient cash flows from operations, we may need to limit our capital expenditures or our investments in new businesses, or try to raise capital by disposing of assets

Our ability to meet our cash requirements, fund capital expenditures and provide for planned growth depends on having access to adequate sources of capital and on our ability to generate cash flows from operations, which is subject to various risks, including those described in this Safe Harbour Notice.

Our ability to raise financing depends on our ability to access the public equity, debt capital and money markets, as well as the bank credit market. Our ability to access such markets and the cost and amount of funding available depend largely on prevailing market conditions and the outlook for our business and credit ratings at the time capital is raised. Risk factors such as capital market disruptions, political, economic and financial market instability in Canada or abroad, government policies, central bank monetary policies, changes to bank capitalization or other regulations, reduced bank lending in general or fewer banks as a result of reduced activity or consolidation could reduce capital available or increase the cost of such capital. In addition, an increased level of debt borrowings could result in lower credit ratings, increased borrowing costs and a reduction in the amount of funding available to us, including through equity offerings. Business acquisitions could also adversely affect our outlook and credit ratings and have similar adverse consequences. In addition, participants in the public capital and bank credit markets have internal policies limiting their ability to invest in, or extend credit to, any single entity or entity group or a particular industry.

 

28


Our bank credit facilities, including credit facilities supporting our commercial paper program, are provided by various financial institutions. While it is our intention to renew certain of such credit facilities from time to time, there are no assurances that these facilities will be renewed on favourable terms or in similar amounts.

Differences between BCE’s actual or anticipated financial results and the published expectations of financial analysts, as well as events affecting our business or operating environment, may contribute to volatility in BCE’s securities. A major decline in the capital markets in general, or an adjustment in the market price or trading volumes of BCE’s securities, may negatively affect our ability to raise debt or equity capital, retain senior executives and other key employees, make strategic acquisitions or enter into joint arrangements.

If we cannot access the capital we need or generate cash flows to implement our business plan or meet our financial obligations on acceptable terms, we may have to limit our ongoing capital expenditures and our investment in new businesses or try to raise additional capital by selling or otherwise disposing of assets. Any of these could have an adverse effect on our cash flows from operations and on our growth prospects.

5.2 We cannot guarantee that BCE’s dividend policy will be maintained or that dividends will be declared

The BCE Board of Directors (Board) reviews from time to time the adequacy of BCE’s dividend policy with the objective of allowing sufficient financial flexibility to continue investing in our business while growing returns to shareholders. Under the current dividend policy, increases in the common share dividend are directly linked to growth in BCE’s free cash flow. BCE’s dividend policy and the declaration of dividends on any of its outstanding shares are subject to the discretion of the BCE Board and, consequently, there can be no guarantee that BCE’s dividend policy will be maintained or that dividends will be declared. The declaration of dividends by the BCE Board is ultimately dependent on BCE’s operations and financial results which are, in turn, subject to various assumptions and risks, including those set out in this Safe Harbour Notice.

5.3 We are exposed to various credit, liquidity and market risks

Our exposure to credit, liquidity and market risks, including equity price, interest rate and currency fluctuations, is discussed in section 6.6, Financial risk management in the BCE 2016 Annual MD&A and in Note 24 to BCE’s 2016 consolidated financial statements, as updated in BCE’s First Quarter (Q1) 2017 MD&A, Second Quarter (Q2) 2017 MD&A and Third Quarter (Q3) 2017 MD&A, and BCE’s Q1, Q2 and Q3 2017 consolidated financial statements.

Our failure to identify and manage our exposure to changes in interest rates, foreign exchange rates (especially a weakening Canadian dollar), BCE’s share price and other market conditions could lead to missed opportunities, reduced profit margins, cash flow shortages, inability to complete planned capital expenditures, reputational damage, equity and debt securities devaluations and challenges in raising capital on market-competitive terms.

29


5.4 The economic environment, pension rules or ineffective governance could have an adverse effect on our pension obligations, liquidity and financial performance, and we may be required to increase contributions to our post-employment benefit plans in the future

With a large pension plan membership and defined benefit pension plans that are subject to the pressures of the global economic environment and changing regulatory and reporting requirements, our pension obligations are exposed to potential volatility. Failure to recognize and manage economic exposure and pension rule changes or to ensure that effective governance is in place for management and funding of pension plan assets and obligations could have an adverse impact on our liquidity and financial performance.

The funding requirements of our post-employment benefit plans, based on valuations of plan assets and obligations, depend on a number of factors, including actual returns on post-employment benefit plan assets, long-term interest rates, plan demographics, and applicable regulations and actuarial standards. Changes in these factors could cause future contributions to significantly differ from our current estimates and could require us to increase contributions to our post-employment benefit plans in the future and, therefore, could have a negative effect on our liquidity and financial performance.

There is no assurance that the assets of our post-employment benefit plans will earn their assumed rate of return. A substantial portion of our post-employment benefit plans’ assets is invested in public equity and debt securities. As a result, the ability of our post-employment benefit plans’ assets to earn the rate of return that we have assumed significantly depends on the performance of capital markets. Market conditions also impact the discount rate used to calculate our solvency obligations and could therefore also significantly affect our cash funding requirements.

Our expected funding for 2018 is in accordance with the latest post-employment benefit plan valuations as of December 31, 2016, filed in June 2017, and takes into account voluntary contributions of $100 million in 2017.

5.5 Income and commodity tax amounts may materially differ from the expected amounts

Our complex business operations are subject to various tax laws and the adoption of new tax laws, or regulations or rules thereunder, or changes thereto or in the interpretation thereof, could result in higher tax rates, new taxes or other adverse tax implications. In addition, while we believe that we have adequately provided for all income and commodity taxes based on all of the information that is currently available, the calculation of income taxes and the applicability of commodity taxes in many cases require significant judgment in interpreting tax rules and regulations. Our tax filings are subject to government audits that could result in material changes to the amount of current and deferred income tax assets and liabilities and other liabilities and could, in certain circumstances, result in an assessment of interest and penalties.

30


5.6 The failure to reduce costs as well as unexpected increases in costs could adversely affect our ability to achieve our strategic imperatives and our financial results

Our objectives for targeted cost reductions continue to be aggressive but there is no assurance that we will be successful in reducing costs, especially since incremental cost savings are more difficult to achieve on an ongoing basis. Our cost reduction objectives require aggressive negotiations with our suppliers and there can be no assurance that such negotiations will be successful or that replacement products or services provided will not lead to operational issues.

Examples of risks to our ability to reduce costs or of potential cost increases include:

  • Achieving timely cost reductions while moving to an IP-based network is dependent on disciplined network decommissioning, which can be delayed by customer contractual commitments, regulatory considerations and other unforeseen obstacles
  • Fluctuations in energy prices are partly influenced by government policies to address climate change which, combined with growing data demand that increases our energy requirements, could increase our energy costs beyond our current expectations
  • Failure to successfully deliver on our contractual commitments, whether due to security events, operational challenges or other reasons, may result in financial penalties and loss of revenues

5.7 The failure to evolve practices to effectively monitor and control fraudulent activities could result in financial loss and brand degradation

As a public company with a range of desirable and valuable products and services and approximately 51,500 employees, fraud requires a disciplined program covering governance, exposure identification and assessment, prevention, detection and reporting that considers corruption, misappropriation of assets and intentional manipulation of financial statements by employees and/or external parties. Fraud events can result in financial loss and brand degradation.

Specific examples relevant to us include:

  • Subscription fraud on accounts established with a false identity or paid with a stolen credit card
  • Network usage fraud such as call/sell operations using our wireline or wireless networks
  • Copyright theft and other forms of unauthorized use that undermine the exclusivity of Bell Media’s content offerings and could potentially divert users to unlicensed or otherwise illegitimate platforms, thus impacting our ability to derive distribution and advertising revenues

31


  • TV distributors including Bell Canada and Bell ExpressVu are subject to ongoing efforts to steal their services through compromise or circumvention of signal security systems, causing revenue loss

6. Dependence on Third-Party Suppliers

We depend on third-party suppliers, outsourcers and consultants, some of which are critical, to provide an uninterrupted supply of the products and services we need to operate our business and to comply with various obligations

We depend on key third-party suppliers and outsourcers, over which we have no operational or financial control, for products and services, some of which are critical to our operations. If there are gaps in our supplier governance and oversight models established to ensure full risk transparency at point of purchase and throughout the relationship, including any contract renegotiations, there is the potential for a breakdown in supply, which could impact our ability to make sales, service customers and achieve our business and financial objectives. Some of our third-party suppliers and outsourcers are located in foreign countries, which increases the potential for a breakdown in supply due to the risks of operating in foreign jurisdictions with different laws, geo-political environments, cultures and the potential for localized natural disasters. The outsourcing of services generally involves transfer of risk, and we must take appropriate steps to ensure that the outsourcers’ approach to risk management is aligned with our own standards in order to maintain continuity of supply and brand strength. Further, as cloud-based supplier models continue to evolve, our procurement and vendor management practices must also continue to evolve to fully address associated risk exposures.

In addition, certain company initiatives rely heavily upon professional consulting services provided by third-parties where a failure of such third-parties may not be reasonably evident until their work is delivered or delayed. Depending on the size, complexity and level of third-party dependence, remedial strategies may be difficult to implement in respect of any professional consulting services provided by third-parties that are not performed in a proper or timely fashion. Any such difficulty when implementing remedial strategies could result in an adverse effect on our ability to comply with various obligations including applicable legal and accounting requirements.

Other examples of risks associated with our dependence on third-party suppliers include the following:

  • Demand for products and services available from only a limited number of suppliers, some of which dominate their global market, may lead to decreased availability, increased costs or delays in the delivery of such products and services since suppliers may choose to favour global competitors that are larger than we are and, accordingly, purchase a larger volume of products and services. In addition, production issues affecting any such suppliers, or other suppliers, could result in decreased quantities, or a total lack of supply of products or services. Any of these events could adversely impact our ability to meet customer commitments and demand

32


  • Cloud-based solutions may increase the risk of security and data leakage exposure if security control protocols affecting our suppliers are bypassed
  • Failure to maintain strong discipline around vendor administration (especially around initial account setup) may mask potential financial or operational risks and complicate future problem resolution
  • If products and services important to our operations have manufacturing defects or do not comply with applicable government regulations and standards (including product safety practices), our ability to sell products and provide services on a timely basis may be negatively impacted. We work with our suppliers to identify serious product defects (including safety incidents) and develop appropriate remedial strategies. Remedial strategies may include a recall of products. To the extent that a supplier does not actively participate in, and/or bear primary financial responsibility for, a recall of its products, our ability to perform such recall program at a reasonable cost and/or in a timely fashion may be negatively impacted. Any of the events referred to above could have an adverse effect on our operations and financial results
  • Products, services, software and other elements of our business supplied to us or used in our business operations may contain security issues including, but not limited to, latent security issues that would not be apparent upon an inspection. When any such security issue is discovered, we seek to identify and develop remedial strategies both internally and with our suppliers. Should we or a supplier fail to correct a security issue in a timely fashion, there could be an adverse effect on our business and financial performance
  • Temporary or permanent operational failures or service interruptions of the networks of other telecommunications carriers and suppliers on which we rely to deliver services could adversely affect our ability to provide services using such carriers’ and suppliers’ networks and could, consequently, have an adverse effect on our business and financial performance
  • BCE depends on call centre and technical support services provided by a number of external suppliers and outsourcers, some of which are located in foreign countries. These vendors have access to customer and internal BCE information necessary for the support services that they provide. Information access and service delivery issues that are not managed appropriately may have an adverse impact on our reputation, the quality and speed of services provided to customers, and our ability to address technical issues

7. Litigation and Legal Obligations

Legal proceedings, changes in applicable laws and the failure to proactively address our legal and regulatory obligations could have an adverse effect on our business and financial performance

We become involved in various claims and legal proceedings as part of our business. Plaintiffs within Canada are able to launch and obtain certification of class actions on behalf of a large

33


group of people with increasing ease, and Canadian provincial securities laws facilitate the introduction in Canada of class action lawsuits by secondary market investors against public companies for alleged misrepresentations in public disclosure documents and oral statements. Changes in laws or regulations, or in how they are interpreted, and the adoption of new laws or regulations, as well as pending or future litigation, including an increase in certified class actions which, by their nature, could result in sizeable damage awards and costs relating to litigation, could have an adverse effect on our business and financial performance.

Examples of legal and regulatory obligations that we must comply with include those resulting from:

  • As discussed in more detail in Section C. III, Risks relating to our regulatory environment, decisions, policies and other initiatives of the CRTC, ISED, the Competition Bureau and other governmental agencies, as well as laws of a regulatory nature
  • Consumer protection and privacy legislation
  • Tax legislation
  • Corporate and securities legislation
  • IFRS requirements
  • Environmental protection and health and safety laws
  • Payment card industry standards for the protection against customer credit card infractions

The failure to comply with any of the above or other legal or regulatory obligations could expose us to litigation, including pursuant to class actions, and significant fines and penalties, as well as result in reputational harm.

For a description of the principal legal proceedings involving us, please see the section entitled Legal Proceedings contained in the BCE 2016 annual information form, as updated in BCE’s Q1 and Q2 2017 MD&As.

In addition, on January 16, 2018, a statement of claim was filed in the Ontario Superior Court against Bell Canada, Bell Mobility Inc., Bell Media Inc. and Expertech Network Installation Inc. alleging that the indexation rate under the Bell Canada Pension Plan was not properly calculated for the year 2017. The action seeks to certify a class action consisting of all persons, wherever resident, who are or were members of the Bell Canada Pension Plan, or otherwise entitled to benefits thereunder, and were entitled to receive indexed pension payments as of January 1, 2017, together with the spouses, estates, heirs, beneficiaries, and representatives of those who died. The class action seeks damages in the amount of $150 million or any greater amount determined by the Court, for breach of contract under the Bell Canada Pension Plan, as well as for breach of fiduciary and trust duties under the Pension Benefits Standards Act of 1985.

34


Furthermore, on January 19, 2018, a claim was filed in the Federal Court against BCE Inc., Bell Canada, Bell Aliant Regional Communications Inc., Bell MTS Inc., and Northerntel L.P. by Rovi Guides, Inc. and Tivo Solutions Inc. The claim alleges that the defendants, through their manufacture, distribution, sale and use of certain features of their IPTV systems, have infringed six patents variously owned by the defendants. The claim also alleges that the defendants have, through their marketing and customer support activities, induced users to infringe the patents. In addition to declaratory and injunctive relief, the plaintiffs seek damages in the form of unpaid royalties in relation to the defendants’ revenues from their IPTV services or an accounting of the defendants’ profits. We intend to exercise all available indemnity recourses from third parties that provide the intellectual property upon which our IPTV services are based.

Finally, the failure of our employees, suppliers and other business partners to comply with applicable legal and ethical standards including, without limitation, anti-bribery laws, as well as our policies and contractual obligations, could also expose us to litigation and significant fines and penalties, and result in reputational harm or being disqualified from bidding on contracts.

8. Health and Environmental Concerns

8.1 Health concerns about radiofrequency emissions from wireless communication devices, as well as epidemics and other health risks, could have an adverse effect on our business

Many studies have been performed or are ongoing to assess whether wireless phones, networks and towers pose a potential health risk. While some studies suggest links to certain conditions, others conclude there is no established causation between mobile phone usage and adverse health effects. In 2011, the International Agency for Research on Cancer (IARC) of the World Health Organization classified radiofrequency electromagnetic fields from wireless phones as possibly carcinogenic to humans, but also indicated that chance, bias or confounding could not be ruled out with reasonable confidence. The IARC also called for additional research into long-term heavy use of mobile phones.

ISED is responsible for approving radiofrequency equipment and performing compliance assessments and has chosen Health Canada’s Safety Code 6, which sets the limits for safe exposure to radiofrequency emissions at home or at work, as its exposure standard. This code also outlines safety requirements for the installation and operation of devices that emit radiofrequency fields such as mobile phones, WiFi technologies and base station antennas. ISED has made compliance to Safety Code 6 mandatory for all proponents and operators of radio installations.

Our business is heavily dependent on radiofrequency technologies, which could present significant challenges to our business and financial performance, such as the following:

  • We face current and potential lawsuits relating to alleged adverse health effects on customers, as well as to our marketing and disclosure practices in connection therewith, and the likely outcome of such lawsuits is unpredictable and may change over time

35


  • Changes in scientific evidence and/or public perceptions could lead to additional government regulations and costs for retrofitting infrastructure and handsets to achieve compliance
  • Public concerns could result in a slower deployment of, or in our inability to deploy, infrastructure necessary to maintain and/or expand our wireless network as required by market evolution

In addition, epidemics, pandemics and other health risks could occur, which could adversely affect our ability to maintain operational networks and provide services to our customers. Any of these events could have an adverse effect on our business and financial performance.

8.2 Climate change and other environmental concerns could have an adverse effect on our business

Global climate change could exacerbate certain of the threats facing our business, including the frequency and severity of weather-related events referred to in Section C. IV.3.2 , Operational Performance – Our operations and business continuity depend on how well we protect, test, maintain and replace our networks, IT systems, equipment and other facilities. Several areas of our operations further raise environmental considerations, such as fuel storage, greenhouse gas emissions, disposal of hazardous residual materials, and recovery and recycling of end-of-life electronic products we sell or lease. Failure to recognize and adequately respond to changing governmental and public expectations on environmental matters could result in fines, missed opportunities, additional regulatory scrutiny or harm our brand and reputation.

36


GRAPHIC 3 bce_logo.jpg begin 644 bce_logo.jpg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end