EX-99.1 2 rci-09302017xexhibit991.htm EXHIBIT 99.1 Exhibit

Exhibit 99.1
MANAGEMENT'S DISCUSSION AND ANALYSIS

This Management's Discussion and Analysis (MD&A) contains important information about our business and our performance for the three and nine months ended September 30, 2017, as well as forward-looking information about future periods. This MD&A should be read in conjunction with our Third Quarter 2017 Interim Condensed Consolidated Financial Statements and notes thereto, which have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB); our 2016 Annual MD&A; our 2016 Audited Consolidated Financial Statements and notes thereto, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB; and our other recent filings with Canadian and US securities regulatory authorities, including our Annual Information Form, which are available on SEDAR at sedar.com or EDGAR at sec.gov, respectively. We draw attention to our 2016 Annual MD&A where we disclosed that certain comparative figures were retrospectively amended as a result of the IFRS Interpretations Committee's agenda decision relating to IAS 12, Income Taxes.

For more information about Rogers, including product and service offerings, competitive market and industry trends, our overarching strategy, key performance drivers, and objectives, see "Understanding Our Business", "Our Strategy, Key Performance Drivers, and Strategic Highlights", and "Capability to Deliver Results" in our 2016 Annual MD&A.

All dollar amounts in this MD&A are in Canadian dollars unless otherwise stated. All percentage changes are calculated using the rounded numbers as they appear in the tables. This MD&A is current as at October 18, 2017 and was approved by the Audit and Risk Committee of our Board of Directors (Board) on that date. This MD&A includes forward-looking statements and assumptions. See "About Forward-Looking Information" for more information.

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

We are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI).

In this MD&A, this quarter, the quarter, or the third quarter refer to the three months ended September 30, 2017, the first quarter refers to the three months ended March 31, 2017, the second quarter refers to the three months ended June 30, 2017, and year to date refers to the nine months ended September 30, 2017 unless the context indicates otherwise. All results commentary is compared to the equivalent periods in 2016 or as at December 31, 2016, as applicable, unless otherwise indicated.


Rogers Communications Inc.
1
Third Quarter 2017


Reporting Segments
We report our results of operations in four reporting segments. Each segment and the nature of its business is as follows:
Segment
Principal activities
Wireless
Wireless telecommunications operations for Canadian consumers and businesses.
Cable
Cable telecommunications operations, including Internet, television, and telephony (phone) services for Canadian consumers and businesses. 
Business Solutions
Network connectivity through our fibre network and data centre assets to support a range of voice, data, networking, hosting, and cloud-based services for the enterprise, public sector, and carrier wholesale markets.
Media
A diversified portfolio of media properties, including sports media and entertainment, television and radio broadcasting, specialty channels, multi-platform shopping, digital media, and publishing. 

Wireless, Cable, and Business Solutions are operated by our wholly-owned subsidiary, Rogers Communications Canada Inc. (RCCI), and certain of our other wholly-owned subsidiaries. Media is operated by our wholly-owned subsidiary, Rogers Media Inc., and its subsidiaries.

Where to find it


Rogers Communications Inc.
2
Third Quarter 2017


Strategic Update

Our primary focus remains on growing our core business, where we believe we can generate the most value. We are driving deeper accountability for the end-to-end customer experience and the fundamentals we believe are the key drivers of shareholder value: growth in revenue, adjusted operating profit, margins, free cash flow, and return on investment.

The following priorities guide our actions and decision-making as we further improve our operational execution and make disciplined investments to deliver increased shareholder value:

Create best-in-class customer experiences by putting customers first in everything we do
Listen carefully to the voice of our customers and the voice of our front line
Obsess over our customers' end-to-end service experiences and innovate across every interaction
Focus on making things clear, simple, and fair for our customers and build this into our products and services
Build digital capabilities so our customers have a reliable and consistent experience across channels

Invest in our networks and technology to deliver leading performance and reliability
Reinforce the belief that networks are the lifeblood of our business and world-class performance is critical to our future
Deliver high-performing, worry-free network service to our customers

Deliver innovative solutions and compelling content that our customers will love
Be relentless in leveraging proven technologies and remarkable innovations from across the globe
Invest in and own the content our audiences want most and bring it to them on their screen of choice
Focus on solutions, not products

Drive profitable growth in all the markets we serve
Focus on the core growth drivers in wireless, cable, enterprise, and media
Develop a strong capability in cost management to support investments that will fuel our future

Develop our people and a high performing culture
Invest in building the skills, capabilities, and careers of our people to support their success
Make Rogers a top employer that is known for attracting and retaining the best talent
Create an open, trusting, and diverse workplace that is grounded in accountability and performance

Be a strong, socially responsible leader in our communities across Canada
Be a relevant and respected community leader in each region of our country
Leverage our strong local teams to become active and engaged volunteers in our communities


Rogers Communications Inc.
3
Third Quarter 2017


Summary of Consolidated Financial Results
  
Three months ended September 30
 
 
Nine months ended September 30
 
(In millions of dollars, except margins and per share amounts)
2017

2016

% Chg

 
2017

2016

% Chg

 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
Wireless
2,138

2,037

5

 
6,154

5,858

5

Cable
870

865

1

 
2,595

2,591


Business Solutions
97

95

2

 
288

288


Media
516

533

(3
)
 
1,627

1,596

2

Corporate items and intercompany eliminations
(40
)
(38
)
5

 
(153
)
(141
)
9

Revenue
3,581

3,492

3

 
10,511

10,192

3

Total service revenue 1
3,450

3,328

4

 
10,130

9,721

4

 
 
 
 
 
 
 
 
Adjusted operating profit (loss)
 
 
 
 
 
 
 
Wireless
964

884

9

 
2,701

2,493

8

Cable
440

431

2

 
1,260

1,239

2

Business Solutions
33

31

6

 
96

93

3

Media
65

79

(18
)
 
100

120

(17
)
Corporate items and intercompany eliminations
(39
)
(40
)
(3
)
 
(118
)
(112
)
5

Adjusted operating profit 2
1,463

1,385

6

 
4,039

3,833

5

 
 
 
 
 
 
 
 
Adjusted operating profit margin 2
40.9
 %
39.7
%
1.2
 pts
 
38.4
%
37.6
%
0.8
 pts
 
 
 
 
 
 
 
 
Net income
467

220

112

 
1,292

844

53

Basic earnings per share

$0.91


$0.43

112

 

$2.51


$1.64

53

Diluted earnings per share

$0.91


$0.43

112

 

$2.50


$1.63

53

 
 
 
 
 
 
 
 
Adjusted net income 2
523

427

22

 
1,366

1,099

24

Adjusted basic earnings per share 2

$1.02


$0.83

23

 

$2.65


$2.13

24

Adjusted diluted earnings per share 2

$1.01


$0.83

22

 

$2.64


$2.13

24

 
 
 
 
 
 
 
 
Additions to property, plant and equipment, net
658

549

20

 
1,595

1,748

(9
)
Cash provided by operating activities
1,377

1,185

16

 
2,796

2,904

(4
)
Free cash flow 2
538

598

(10
)
 
1,502

1,313

14

1 
As defined. See "Key Performance Indicators".
2 
Adjusted operating profit, adjusted operating profit margin, adjusted net income, adjusted basic and diluted earnings per share, and free cash flow are non-GAAP measures and should not be considered substitutes or alternatives for GAAP measures. These are not defined terms under IFRS and do not have standard meanings, so may not be a reliable way to compare us to other companies. See "Non-GAAP Measures" for information about these measures, including how we calculate them.


Rogers Communications Inc.
4
Third Quarter 2017


Key Changes in Financial Results Compared to 2016

Revenue
Wireless service revenue increased 7% this quarter and year to date as a result of subscriber growth and an increased mix of higher-rate plans from our various brands, which includes the continued adoption of higher-postpaid-ARPA-generating Rogers Share Everything plans.

Cable revenue increased 1% this quarter and marginally increased year to date as the effects of Internet subscriber growth and the movement of Internet subscribers to higher speed and usage tiers were partially offset by Television subscriber losses over the past year. Excluding the impact of the Canadian Radio-television and Telecommunications Commission's (CRTC) decision that reduced access service rates, Cable revenue would have increased by 2% this quarter and 1% year to date and Internet revenue would have increased by 9% this quarter and 10% year to date.

Business Solutions revenue increased 2% this quarter as a result of the growth in on-net next generation services, including our data centre businesses, partially offset by the continued planned reduction in lower-margin, off-net legacy revenue. Year to date, Business Solutions revenue was stable as the increase in next generation revenue was offset by the decline in legacy revenue.

Media revenue decreased 3% this quarter primarily as a result of the World Cup of Hockey in 2016 and lower publishing-related advertising and circulation revenue due to the strategic shift to digital media announced last year, partially offset by increased sales at Today's Shopping Choice (TSC) and higher conventional broadcast TV advertising revenue. Year to date Media revenue increased 2% primarily as a result of the continued growth of sports-related revenue, including a distribution to the Toronto Blue Jays from Major League Baseball.

Adjusted operating profit
Wireless adjusted operating profit increased 9% this quarter and increased 8% year to date as a result of the strong flow-through of service revenue growth described above, including various cost efficiencies.

Cable adjusted operating profit increased 2% this quarter and year to date as a result of the ongoing product mix shift to higher-margin Internet offerings and various cost efficiencies, partially offset by lower Television and Phone revenue. Excluding the impact of the CRTC decision that reduced access service rates, adjusted operating profit would have increased by 5% this quarter and 4% year to date.

Business Solutions adjusted operating profit increased 6% this quarter as a result of the revenue growth described above. Business Solutions adjusted operating profit increased 3% year to date as a result of lower operating expenses.

Media adjusted operating profit decreased 18% this quarter and decreased 17% year to date primarily as a result of higher Toronto Blue Jays player payroll (including the impact of foreign exchange) and lower publishing-related revenue due to the strategic shift to digital media announced late last year.
 
Net income and adjusted net income
Net income increased 112% this quarter and increased 53% year to date primarily as a result of the prior year losses on the wind down of shomi and on divestitures pertaining to investments along with higher adjusted operating profit and lower depreciation and amortization this quarter, partially offset by higher income tax expense. The year to date increase was also affected by the gain on disposition of certain real estate assets this year.

Adjusted net income increased 22% this quarter and increased 24% year to date as a result of higher adjusted operating profit and lower depreciation and amortization.


Rogers Communications Inc.
5
Third Quarter 2017


Financial Guidance

We are increasing our guidance for full-year 2017 consolidated adjusted operating profit and additions to property, plant and equipment, net from the original ranges provided on January 26, 2017. The revised guidance ranges are presented below. These upward adjustments to our guidance primarily reflect the strong growth in our Wireless segment this year and the intended investment of those incremental profits to further enhance the quality of our networks. Our guidance for free cash flow and revenue remains unchanged. Information about our guidance, including the various assumptions underlying it, is forward-looking and should be read in conjunction with "About Forward-Looking Information" in this MD&A and in our 2016 Annual MD&A and the related disclosure and information about various economic, competitive, and regulatory assumptions, factors, and risks that may cause our actual future financial and operating results to differ from what we currently expect.
 
2016

2017 Original
2017 Revised
(In millions of dollars, except percentages)
Actual

   Guidance Ranges 1
  Guidance Ranges 1
 
 
 
 
Consolidated Guidance
 
 
 
Revenue
13,702

Increase of 3%
 
 to
5%
No change
Adjusted operating profit 2
5,092

Increase of 2%
 
 to
4%
Increase of 5% to 6%
Additions to property, plant and equipment, net 3
2,352

2,250
 
 to
2,350
2,350 to 2,450
Free cash flow 2
1,705

Increase of 2%
 
 to
4%
No change
1 
Guidance ranges presented as percentages reflect percentage increases over full-year 2016 actual results.
2 
Adjusted operating profit and free cash flow are non-GAAP measures and should not be considered substitutes or alternatives for GAAP measures. They are not defined terms under IFRS and do not have standard meanings, so may not be a reliable way to compare us to other companies. See "Non-GAAP Measures" for information about these measures, including how we calculate them.
3 
Includes additions to property, plant and equipment for the Wireless, Cable, Business Solutions, Media, and Corporate segments net of proceeds on disposition, but does not include expenditures for spectrum licences.


Rogers Communications Inc.
6
Third Quarter 2017


Results of our Reporting Segments

WIRELESS

Wireless Financial Results
  
Three months ended September 30
 
 
Nine months ended September 30
 
(In millions of dollars, except margins)
2017

2016

% Chg

 
2017

2016

% Chg

 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
Service revenue
2,011

1,878

7

 
5,785

5,400

7

Equipment revenue
127

159

(20
)
 
369

458

(19
)
Revenue
2,138

2,037

5

 
6,154

5,858

5

 
 
 
 
 
 

 
Operating expenses
 
 
 
 
 
 
 
Cost of equipment
483

469

3

 
1,385

1,363

2

Other operating expenses
691

684

1

 
2,068

2,002

3

Operating expenses
1,174

1,153

2

 
3,453

3,365

3

 
 
 
 
 
 
 
 
Adjusted operating profit
964

884

9

 
2,701

2,493

8

 
 
 
 
 
 
 
 
Adjusted operating profit margin as a % of service revenue
47.9
%
47.1
%
0.8
 pts
 
46.7
%
46.2
%
0.5
 pts
Additions to property, plant and equipment
219

161

36

 
537

549

(2
)

Wireless Subscriber Results 1 
  
Three months ended September 30
 
 
Nine months ended September 30
 
(In thousands, except churn, postpaid ARPA, and blended ARPU)
2017

2016

Chg

 
2017

2016

Chg

 
 
 
 
 
 
 
 
Postpaid
 
 
 
 
 
 
 
Gross additions
434

432

2

 
1,143

1,085

58

Net additions
129

114

15

 
282

193

89

Total postpaid subscribers 2
8,839

8,464

375

 
8,839

8,464

375

Churn (monthly)
1.16
%
1.26
%
(0.10
 pts)
 
1.11
%
1.19
%
(0.08
 pts)
ARPA (monthly)

$128.54

$121.39

$7.15

 

$124.13


$116.52

$7.61

Prepaid
 
 
 
 
 
 
 
Gross additions
254

238

16

 
617

589

28

Net additions
97

67

30

 
69

73

(4
)
Total prepaid subscribers 2
1,786

1,679

107

 
1,786

1,679

107

Churn (monthly)
3.04
%
3.49
%
(0.45
 pts)
 
3.58
%
3.57
%
0.01
 pts
Blended ARPU (monthly)

$63.78

$62.30

$1.48

 

$61.94


$60.32

$1.62

1 
Subscriber counts, subscriber churn, postpaid ARPA, and blended ARPU are key performance indicators. See "Key Performance Indicators".
2 
As at end of period.

Service revenue
The 7% increases in service revenue this quarter and year to date were a result of:
larger postpaid and prepaid subscriber bases; and
higher blended ARPU as a result of the increased mix of higher-rate plans from our various brands, which includes the customer-friendly Rogers Share Everything plans, and increased data usage. Our higher-rate plans typically generate higher ARPU, may allow users to pool and manage their data usage across multiple devices, and provide access to some of our other offerings, such as Roam Like Home, Fido Roam, Rogers NHL LIVE, Fido Data Bytes, and Spotify.

The 6% increase in postpaid ARPA this quarter and 7% increase year to date were primarily a result of subscribers increasingly adding new lines to existing accounts, including through the continued adoption of Rogers Share Everything plans. Customers on Share Everything plans have increasingly utilized the advantages of premium offerings and access their shareable plans with multiple devices on the same account. In addition, increases in postpaid accounts this quarter and year to date contributed to the postpaid ARPA increases.
 

Rogers Communications Inc.
7
Third Quarter 2017



The 2% increase in blended ARPU this quarter and 3% increase year to date were a result of the increased service revenue as discussed above.

We believe the increases in net additions to our postpaid subscriber base and the lower postpaid churn this quarter and year to date were results of our strategic focus on enhancing the customer experience by providing higher-value offerings, such as our Share Everything plans, improving our customer service, and continually increasing the quality of our network.

Equipment revenue
The 20% decrease in equipment revenue this quarter and 19% decrease year to date were a result of:
larger average investments in higher-blended-ARPU-generating customers who purchased devices under term contracts; and
a 2% decrease in device upgrades by existing subscribers this quarter and 7% decrease year to date; partially offset by
higher postpaid gross additions.

Operating expenses
Cost of equipment
The 3% increase in the cost of equipment this quarter and 2% increase year to date were a result of:
a continued shift in the product mix of device sales towards higher-cost smartphones as we continue to invest in higher-blended-ARPU-generating customers; and
higher postpaid gross additions; partially offset by
the decrease in device upgrades by existing subscribers as discussed above.

Other operating expenses
The 1% increase in other operating expenses this quarter and 3% increase year to date were a result of:
higher costs of service, as a result of our growing subscriber bases; and
higher commissions, as a result of our higher postpaid gross additions; partially offset by
various cost and productivity initiatives.

Adjusted operating profit
The 9% increase in adjusted operating profit this quarter and 8% increase year to date were a result of the strong flow-through of service revenue growth discussed above.


Rogers Communications Inc.
8
Third Quarter 2017


CABLE

Cable Financial Results
  
Three months ended September 30
 
 
Nine months ended September 30
 
(In millions of dollars, except margins)
2017

2016

% Chg

 
2017

2016

% Chg

 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
Internet
404

381

6

 
1,193

1,117

7

Television
377

387

(3
)
 
1,129

1,176

(4
)
Phone
88

95

(7
)
 
269

293

(8
)
Service revenue
869

863

1

 
2,591

2,586


Equipment revenue
1

2

(50
)
 
4

5

(20
)
Revenue
870

865

1

 
2,595

2,591


 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
Cost of equipment
1


n/m

 
2

2


Other operating expenses
429

434

(1
)
 
1,333

1,350

(1
)
Operating expenses
430

434

(1
)
 
1,335

1,352

(1
)
 
 
 
 
 
 
 
 
Adjusted operating profit
440

431

2

 
1,260

1,239

2

 
 
 
 
 
 
 
 
Adjusted operating profit margin
50.6
%
49.8
%
0.8
 pts
 
48.6
%
47.8
%
0.8
 pts
Additions to property, plant and equipment
316

255

24

 
793

801

(1
)
n/m - not meaningful

Cable Subscriber Results 1 
  
Three months ended September 30
 
 
Nine months ended September 30
 
(In thousands)
2017

2016

Chg

 
2017

2016

Chg

 
 
 
 
 
 
 
 
Internet
 
 
 
 
 
 
 
Net additions
27

39

(12
)
 
68

67

1

Total Internet subscribers 2
2,213

2,115

98

 
2,213

2,115

98

Television
 
 
 
 
 
 
 
Net losses
(18
)
(14
)
(4
)
 
(67
)
(63
)
(4
)
Total Television subscribers 2
1,753

1,833

(80
)
 
1,753

1,833

(80
)
Phone
 
 
 
 
 
 
 
Net additions
1

5

(4
)
 
5


5

Total Phone subscribers 2
1,099

1,090

9

 
1,099

1,090

9

 
 
 
 
 
 
 
 
Cable homes passed 2
4,288

4,227

61

 
4,288

4,227

61

Total service units 3
 
 
 
 
 
 
 
Net additions
10

30

(20
)
 
6

4

2

Total service units 2
5,065

5,038

27

 
5,065

5,038

27

1 
Subscriber counts are key performance indicators. See "Key Performance Indicators".
2 
As at end of period.
3 
Includes Internet, Television, and Phone subscribers.

Revenue
The 1% increase in revenue this quarter and marginal increase year to date were primarily a result of:
a higher subscriber base for our Internet products; partially offset by
the impact of service pricing changes;
Television subscriber losses over the past year; and
lower wholesale revenue as a result of a CRTC decision that reduced access service rates.

Excluding the impact of the CRTC decision, Cable revenue would have increased by 2% this quarter and 1% year to date.


Rogers Communications Inc.
9
Third Quarter 2017


Internet revenue
The 6% increase in Internet revenue this quarter and 7% increase year to date were a result of:
a larger Internet subscriber base;
general movement of customers to higher speed and usage tiers of our Ignite Internet offerings; and
the impact of Internet service pricing changes; partially offset by
more promotional pricing provided to subscribers; and
lower wholesale revenue as a result of a CRTC decision that reduced access service rates. Excluding this impact, Internet revenue would have increased by 9% this quarter and 10% year to date.

Television revenue
The 3% decrease in Television revenue this quarter and 4% decrease year to date were a result of:
the decline in Television subscribers over the past year; partially offset by
the impact of Television service pricing changes, net of discounts.

Phone revenue
The 7% decrease in Phone revenue this quarter and 8% decrease year to date were a result of the impact of pricing packages.

Operating expenses
The 1% decreases in operating expenses this quarter and year to date were a result of:
relative shifts in product mix to higher-margin Internet offerings from conventional Television broadcasting; and
various cost efficiencies and productivity initiatives.

Adjusted operating profit
The 2% increases in adjusted operating profit this quarter and year to date were a result of the revenue and expense changes discussed above. Excluding the impact of the CRTC decision that reduced access service rates, adjusted operating profit would have increased by 5% this quarter and 4% year to date.


Rogers Communications Inc.
10
Third Quarter 2017


BUSINESS SOLUTIONS

Business Solutions Financial Results
  
Three months ended September 30
 
 
Nine months ended September 30
 
(In millions of dollars, except margins)
2017

2016

% Chg

 
2017

2016

% Chg

 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
Next generation
81

77

5

 
238

230

3

Legacy
14

17

(18
)
 
44

54

(19
)
Service revenue
95

94

1

 
282

284

(1
)
Equipment revenue
2

1

100

 
6

4

50

Revenue
97

95

2

 
288

288


 
 
 
 
 
 
 
 
Operating expenses
64

64


 
192

195

(2
)
 
 
 
 
 
 
 
 
Adjusted operating profit
33

31

6

 
96

93

3

 
 
 
 
 
 
 
 
Adjusted operating profit margin
34.0
%
32.6
%
1.4
 pts
 
33.3
%
32.3
%
1.0
  pts
Additions to property, plant and equipment
31

33

(6
)
 
91

109

(17
)

Revenue
The 1% increase in service revenue this quarter was a result of the increase in higher-margin, next generation on-net and near-net IP-based services revenue, partially offset by the continued decline in our legacy and off-net voice business.

The 1% decrease in service revenue year to date was a result a larger relative decline in our legacy service revenue in comparison to our next generation service revenue over the course of the year.

We expect legacy service revenue will continue to decrease as we focus on migrating customers to more advanced, cost-effective IP-based services and solutions. Next generation services, which include our data centre operations, represented 85% of service revenue in the quarter (2016 - 82%) and 84% year to date (2016 - 81%).

Operating expenses
The stable operating expenses this quarter and 2% decrease year to date were a result of:
lower service costs related to the continued decline in our legacy and off-net voice business; and
cost efficiencies and productivity initiatives; partially offset by
higher service costs related to our next generation on-net and near-net IP-based offerings.

Adjusted operating profit
The 6% increase in adjusted operating profit this quarter and 3% increase year to date were a result of the revenue and expense changes discussed above.


Rogers Communications Inc.
11
Third Quarter 2017


MEDIA

Media Financial Results
  
Three months ended September 30
 
 
Nine months ended September 30
 
(In millions of dollars, except margins)
2017

2016

% Chg

 
2017

2016

% Chg

 
 
 
 
 
 
 
 
Revenue
516

533

(3
)
 
1,627

1,596

2

Operating expenses
451

454

(1
)
 
1,527

1,476

3

 
 
 
 
 
 
 
 
Adjusted operating profit
65

79

(18
)
 
100

120

(17
)
 
 
 
 
 
 
 
 
Adjusted operating profit margin
12.6
%
14.8
%
(2.2
 pts)
 
6.1
%
7.5
%
(1.4
 pts)
Additions to property, plant and equipment
18

12

50

 
44

43

2


Revenue
The 3% decrease in revenue this quarter was a result of:
the success of the World Cup of Hockey last year, which was not held this year; and
lower publishing-related advertising and circulation revenue due to the strategic shift to digital media announced last year; partially offset by
higher TSC merchandise sales; and
higher conventional broadcast TV advertising revenue.

In addition, the 2% increase year to date was a result of:
higher sports-related revenue, including a distribution in the first quarter to the Toronto Blue Jays from Major League Baseball.

Operating expenses
The 1% decrease in operating expenses this quarter was a result of:
lower sports-related programming and production costs, primarily due to the World Cup of Hockey held last year;
lower publishing costs due to the strategic shift as discussed above; partially offset by
higher Toronto Blue Jays player payroll (including the impact of foreign exchange); and
higher TSC merchandise costs.

The 3% increase year to date was also a result of higher Toronto Blue Jays player payroll (including the impact of foreign exchange) over the course of the year.

Adjusted operating profit
The 18% decrease in adjusted operating profit this quarter and 17% decrease year to date were a result of the revenue and expense changes discussed above.


Rogers Communications Inc.
12
Third Quarter 2017


ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT, NET
  
Three months ended September 30
 
 
Nine months ended September 30
 
(In millions of dollars, except capital intensity)
2017

2016

% Chg

 
2017

2016

% Chg

 
 
 
 
 
 
 
 
Additions to property, plant and equipment
 
 
 
 
 
 
 
Wireless
219

161

36

 
537

549

(2
)
Cable
316

255

24

 
793

801

(1
)
Business Solutions
31

33

(6
)
 
91

109

(17
)
Media
18

12

50

 
44

43

2

Corporate
74

88

(16
)
 
204

246

(17
)
 
 
 
 
 
 
 


Total additions to property, plant and equipment 1
658

549

20

 
1,669

1,748

(5
)
Proceeds from disposition of property, plant and equipment


n/m

 
(74
)

n/m






 
 






Total additions to property, plant and equipment, net
658

549

20

 
1,595

1,748

(9
)





 
 






Capital intensity 2
18.4
%
15.7
%
2.7
 pts
 
15.2
%
17.2
%
(2.0
 pts)
1 
Additions to property, plant and equipment do not include expenditures for spectrum licences.
2 
As defined. See "Key Performance Indicators".

Wireless
The increase in additions to property, plant and equipment in Wireless this quarter was a result of greater investment in network infrastructure in 2017 to further enhance the quality of our wireless network.

The decrease in additions to property, plant and equipment in Wireless year to date was primarily a result of higher LTE network investments in 2016 to enhance network coverage and the quality of our network.

Deployment of our 700 MHz LTE network reached 92% of Canada's population as at September 30, 2017. The 700 MHz LTE network offers improved signal quality in basements, elevators, and buildings with thick concrete walls. Deployment of our overall LTE network reached approximately 95% of Canada's population as at September 30, 2017.

Cable
The increase in additions to property, plant and equipment in Cable this quarter was a result of higher investments in network infrastructure, partially related to our forthcoming X1 IP-based video platform, and higher customer premise equipment additions in 2017.

The decrease in additions to property, plant and equipment in Cable year to date was a result of investments associated with delivering Ignite Gigabit Internet across our Cable footprint in 2016, as well as costs related to development of our legacy IPTV product in 2016.

Business Solutions
The decreases in additions to property, plant and equipment in Business Solutions this quarter and year to date were a result of higher investments in network infrastructure in 2016.

Media
The increases in additions to property, plant and equipment this quarter and year to date reflect higher investments in our broadcast infrastructure and the Rogers Centre this year, partially offset by greater investments in digital platforms in 2016.

Corporate
The decreases in additions to property, plant and equipment in Corporate this quarter and year to date were a result of higher investments in information technology infrastructure and premise improvements at our various offices in 2016.

Proceeds from disposition of property, plant and equipment
We sold certain real estate assets in the second quarter for total proceeds of $74 million.

Capital intensity
Capital intensity increased this quarter as a result of higher net additions to property, plant and equipment as discussed above, partially offset by higher total revenue. Capital intensity decreased year to date due to lower net additions to property, plant and equipment over the course of the year.

Rogers Communications Inc.
13
Third Quarter 2017


Review of Consolidated Performance

This section discusses our consolidated net income and other income and expenses that do not form part of the segment discussions above.
  
Three months ended September 30
 
 
Nine months ended September 30
 
(In millions of dollars)
2017

2016

% Chg

 
2017

2016

% Chg

 
 
 
 
 
 
 
 
Adjusted operating profit 1
1,463

1,385

6

 
4,039

3,833

5

Deduct (add):
 
 


 
 
 
 
Stock-based compensation
15

18

(17
)
 
47

45

4

Depreciation and amortization
531

575

(8
)
 
1,611

1,721

(6
)
Gain on disposition of property, plant and equipment


n/m

 
(49
)

n/m

Restructuring, acquisition and other
59

55

7

 
121

126

(4
)
Finance costs
183

188

(3
)
 
562

573

(2
)
Other expense (income)
20

220

(91
)
 
(22
)
195

n/m

Income tax expense
188

109

72

 
477

329

45

 
 
 
 
 
 
 
 
Net income
467

220

112

 
1,292

844

53

1 
Adjusted operating profit is a non-GAAP measure and should not be considered a substitute or alternative for GAAP measures. It is not a defined term under IFRS and does not have a standard meaning, so may not be a reliable way to compare us to other companies. See "Non-GAAP Measures" for information about this measure, including how we calculate it.

Stock-based compensation
Our stock-based compensation, which includes stock options (with stock appreciation rights), restricted share units, and deferred share units, is generally driven by:
the vesting of stock options and share units; and
changes in the market price of RCI Class B shares; offset by
the impact of certain equity derivative instruments designed to hedge a portion of the stock price appreciation risk for our stock-based compensation programs. See "Financial Risk Management" for more information about equity derivatives.
  
Three months ended September 30
 
 
Nine months ended September 30
 
(In millions of dollars)
2017

2016

 
2017

2016

 
 
 
 
 
 
Impact of vesting
16

17

 
48

51

Impact of change in price
17

23

 
72

46

Equity derivatives, net of interest receipt
(18
)
(22
)
 
(73
)
(52
)
 
 
 
 
 
 
Total stock-based compensation
15

18

 
47

45


Depreciation and amortization
  
Three months ended September 30
 
 
Nine months ended September 30
 
(In millions of dollars)
2017

2016

% Chg

 
2017

2016

% Chg

 
 
 
 
 
 
 
 
Depreciation
516

550

(6
)
 
1,569

1,645

(5
)
Amortization
15

25

(40
)
 
42

76

(45
)
 
 
 
 
 
 
 
 
Total depreciation and amortization
531

575

(8
)
 
1,611

1,721

(6
)

Total depreciation and amortization decreased this quarter and year to date primarily as a result of certain assets becoming fully amortized.

Gain on disposition of property, plant and equipment
Year to date, we recorded a $49 million gain on disposition of property, plant and equipment relating to certain real estate assets.

Rogers Communications Inc.
14
Third Quarter 2017


Restructuring, acquisition and other
This quarter and year to date, we incurred $59 million and $121 million (2016 - $55 million and $126 million), respectively, in restructuring, acquisition and other expenses. The costs this quarter and year to date were primarily a result of severance costs associated with the targeted restructuring of our employee base and certain contract termination costs. In 2016, these costs primarily related to severance costs as described above and the wind down of and changes to certain businesses.

Finance costs
  
Three months ended September 30
 
 
Nine months ended September 30
 
(In millions of dollars)
2017

2016

% Chg

 
2017

2016

% Chg

 
 
 
 
 
 
 
 
Interest on borrowings 1
185

185


 
556

573

(3
)
Interest on post-employment benefits liability
3

2

50

 
9

7

29

(Gain) loss on foreign exchange
(66
)
28

n/m

 
(115
)
(19
)
n/m

Change in fair value of derivatives
61

(24
)
n/m

 
109

18

n/m

Capitalized interest
(5
)
(6
)
(17
)
 
(13
)
(15
)
(13
)
Other
5

3

67

 
16

9

78

 
 
 
 
 
 
 
 
Total finance costs
183

188

(3
)
 
562

573

(2
)
1 
Interest on borrowings includes interest on short-term borrowings and on long-term debt.

Interest on borrowings
Interest on borrowings was stable this quarter. Interest on borrowings was lower year to date as a result of a marginally lower weighted average cost of financing on a lower average debt balance. See "Managing our Liquidity and Financial Resources" and "Financial Condition" for more information about our debt and related finance costs.

Other expense (income)
The third quarter of 2016 included a $140 million loss associated with the writedown of our investment in shomi and a net loss of $50 million on divestitures pertaining to investments. In addition, year to date 2016 included a gain on sale of an investment of $39 million.

Income tax expense
  
Three months ended September 30
 
 
Nine months ended September 30
 
(In millions of dollars, except tax rates)
2017

2016

 
2017

2016

 
 
 
 
 
 
Statutory income tax rate
26.7
%
26.6
%
 
26.7
%
26.6
%
Income before income tax expense
655

329

 
1,769

1,173

Computed income tax expense
175

87

 
472

312

Increase (decrease) in income tax expense resulting from:
 
 
 
 
 
Non-deductible stock-based compensation
2

4

 
9

7

Non-deductible (taxable) portion of equity losses (gains)
5

19

 
(2
)
16

Non-deductible loss on available-for-sale investments
2


 
7


Income tax adjustment, legislative tax change


 

3

Non-taxable portion of capital gain

(2
)
 
(10
)
(7
)
Other items
4

1

 
1

(2
)
 
 
 
 
 
 
Total income tax expense
188

109

 
477

329

 
 
 
 
 
 
Effective income tax rate
28.7
%
33.1
%
 
27.0
%
28.0
%
Cash income taxes paid
87

59

 
399

214


The effective income tax rates for the quarter and year to date were higher than the statutory tax rate primarily as a result of non-deductible stock-based compensation and non-deductible losses recognized on certain of our investments. The year to date effective income tax rate increase was partially offset by the non-taxable portion of capital gains on the sale of certain real estate assets.

Cash income taxes paid increased this quarter and year to date primarily as a result of the impact that the 2015 acquisition of Mobilicity had in reducing our 2016 tax installment payments.

Rogers Communications Inc.
15
Third Quarter 2017



Net income
  
Three months ended September 30
 
Nine months ended September 30
(In millions of dollars, except per share amounts)
2017

2016

% Chg
 
2017

2016

% Chg
 
 
 
 
 
 
 
 
Net income
467

220

112
 
1,292

844

53
Basic earnings per share

$0.91


$0.43

112
 

$2.51


$1.64

53
Diluted earnings per share

$0.91


$0.43

112
 

$2.50


$1.63

53

Adjusted net income
We calculate adjusted net income from adjusted operating profit as follows:
  
Three months ended September 30
 
 
Nine months ended September 30
 
(In millions of dollars, except per share amounts)
2017

2016

% Chg

 
2017

2016

% Chg

 
 
 
 
 
 
 
 
Adjusted operating profit 1
1,463

1,385

6

 
4,039

3,833

5

Deduct:
 
 
 
 
 
 
 
Depreciation and amortization
531

575

(8
)
 
1,611

1,721

(6
)
Finance costs
183

188

(3
)
 
562

573

(2
)
Other expense (income) 2
20

30

(33
)
 
(2
)
44

(105
)
Income tax expense 3
206

165

25

 
502

396

27

 
 
 
 
 
 
 
 
Adjusted net income 1
523

427

22

 
1,366

1,099

24

 
 
 
 
 
 
 
 
Adjusted basic earnings per share 1

$1.02


$0.83

23

 

$2.65


$2.13

24

Adjusted diluted earnings per share 1

$1.01


$0.83

22

 

$2.64


$2.13

24

1 
Adjusted operating profit, adjusted net income, and adjusted basic and diluted earnings per share are non-GAAP measures and should not be considered substitutes or alternatives for GAAP measures. These are not defined terms under IFRS and do not have standard meanings, so may not be a reliable way to compare us to other companies. See "Non-GAAP Measures" for information about these measures, including how we calculate them.
2 
Other income for the nine months ended September 30, 2017 excludes a $20 million provision reversal on the wind down of shomi. Other expense for the three and nine months ended September 30, 2016 excludes a $50 million net loss on divestitures pertaining to investments and a $140 million loss on the wind down of our shomi joint venture. In addition, the nine months ended September 30, 2016 excludes a $39 million gain on sale of an investment.
3 
Income tax expense excludes a $18 million recovery (2016 - $56 million recovery) for the quarter and a $25 million recovery (2016 - $70 million recovery) for the nine months ended September 30, 2017 related to the income tax impact for adjusted items. Income tax expense for the nine months ended September 30, 2016 also excludes expenses as a result of legislative tax changes of $3 million.


Rogers Communications Inc.
16
Third Quarter 2017


Managing our Liquidity and Financial Resources

Operating, investing, and financing activities
  
Three months ended September 30
 
 
Nine months ended September 30
 
(In millions of dollars)
2017

2016

 
2017

2016

 
 
 
 
 
 
Cash provided by operating activities before changes in non-cash working capital items, income taxes paid, and interest paid
1,437

1,367

 
3,944

3,718

Change in non-cash operating working capital items
266

117

 
(139
)
32

Cash provided by operating activities before income taxes paid and interest paid
1,703

1,484

 
3,805

3,750

Income taxes paid
(87
)
(59
)
 
(399
)
(214
)
Interest paid
(239
)
(240
)
 
(610
)
(632
)
 
 
 
 
 
 
Cash provided by operating activities
1,377

1,185

 
2,796

2,904

 
 
 
 
 
 
Investing activities:
 
 
 
 
 
Additions to property, plant and equipment, net
(658
)
(549
)
 
(1,595
)
(1,748
)
Additions to program rights
(5
)
(19
)
 
(38
)
(43
)
Changes in non-cash working capital related to property, plant and equipment and intangible assets
96

(42
)
 
8

(147
)
Acquisitions and other strategic transactions, net of cash acquired


 
(184
)

Other
(29
)
(11
)
 
(81
)
(4
)
 
 
 
 
 
 
Cash used in investing activities
(596
)
(621
)
 
(1,890
)
(1,942
)
 
 
 
 
 
 
Financing activities:
 
 
 
 
 
Net (repayment) proceeds received on short-term borrowings
(204
)

 
1,021

250

Net repayment of long-term debt
(183
)
(215
)
 
(1,031
)
(481
)
Net (payments) proceeds on settlement of debt derivatives and forward contracts
(108
)
25

 
(119
)
(17
)
Dividends paid
(247
)
(247
)
 
(741
)
(741
)
Other

5

 

5

 
 
 
 
 
 
Cash used in financing activities
(742
)
(432
)
 
(870
)
(984
)
 
 
 
 
 
 
Change in cash and cash equivalents
39

132

 
36

(22
)
(Bank advances) cash and cash equivalents, beginning of period
(74
)
(143
)
 
(71
)
11

 
 
 
 
 
 
Bank advances, end of period
(35
)
(11
)
 
(35
)
(11
)

Operating activities
The 16% increase in cash provided by operating activities this quarter was primarily a result of a lower net investment in working capital items, partially due to higher accounts payable and accrued liabilities and lower inventory. The 4% decrease year to date was a result of lower net funding provided by non-cash working capital and higher cash income taxes as a result of the timing of installment payments. Cash provided by operating activities before changes in non-cash working capital, income taxes paid, and interest paid was higher, consistent with higher adjusted operating profit.

Investing activities
Additions to property, plant and equipment, net
We spent $658 million this quarter on net additions to property, plant and equipment, before changes in non-cash working capital items, which was higher than the same period in 2016. We spent $1,595 million year to date on net additions to property, plant and equipment, before changes in non-cash working capital items, which was lower than the 2016 year to date. See "Additions to Property, Plant and Equipment, net" for more information.


Rogers Communications Inc.
17
Third Quarter 2017


Acquisitions and other strategic transactions
In the second quarter, we paid $184 million related to the acquisition of an AWS-1 spectrum licence from Quebecor Inc.

Financing activities
During the quarter and year to date, we repaid net amounts of $495 million and $129 million (2016 - $190 million and $248 million), respectively, on our short-term borrowings, long-term debt, and related derivatives. See "Financial Risk Management" for more information on the cash flows relating to our derivative instruments.

Short-term borrowings
Our short-term borrowings consist of amounts outstanding under our accounts receivable securitization program and under our US dollar-denominated commercial paper (US CP) program. Below is a summary of the activity relating to our short-term borrowings for the three and nine months ended September 30, 2017 and 2016.
 
Three months ended September 30
 
 
Nine months ended September 30
 
(In millions of dollars)
2017

2016

 
2017

2016

 
 
 
 
 
 
Net proceeds received from accounts receivable securitization
30


 
240

250

Net (repayment of) proceeds received from US commercial paper
(234
)

 
781


 
 
 
 
 
 
Net (repayment) proceeds received on short-term borrowings
(204
)

 
1,021

250

 
As at
September 30

As at
December 31

(In millions of dollars)
2017

2016

 
 
 
Accounts receivable securitization program
1,040

800

US commercial paper program
698


 
 
 
Total short-term borrowings
1,738

800


In March 2017, we entered into a US CP program that allows us to issue up to a maximum aggregate principal amount of US$1 billion. Funds can be borrowed under this program with terms to maturity ranging from 1 to 397 days, subject to ongoing market conditions. Any issuances made under the US CP program will be issued at a discount. See "Financial Condition" for more information.

Concurrent with our commercial paper issuances, we entered into debt derivatives to hedge the foreign currency risk associated with the principal and interest components of the borrowings under the US CP program. See "Financial Risk Management" for more information.

Long-term debt
Our long-term debt consists of amounts outstanding under our bank credit facilities and letter of credit facilities and the senior notes and debentures we have issued. Below is a summary of the activity relating to our long-term debt for the three and nine months ended September 30, 2017 and 2016.
 
Three months ended September 30
 
 
Nine months ended September 30
 
(In millions of dollars)
2017

2016

 
2017

2016

 
 
 
 
 
 
Net (repayments) borrowings under credit facilities
(183
)
(215
)

(281
)
519

Net repayment of senior notes


 
(750
)
(1,000
)
 
 
 
 
 
 
Net repayment of long-term debt
(183
)
(215
)
 
(1,031
)
(481
)

Rogers Communications Inc.
18
Third Quarter 2017


 
As at
September 30

As at
December 31

(In millions of dollars)
2017

2016

 
 
 
Credit facilities

301

Senior notes and debentures
14,402

15,779

 
 
 
Total long-term debt (including current portion)
14,402

16,080


Certain funds were borrowed under our revolving and non-revolving credit facilities in US dollars to take advantage of a favourable interest rate spread; we have entered into debt derivatives related to these borrowings to convert all the interest and principal payment obligations to Canadian dollars. See "Financial Risk Management" for more information.

In March 2017, we amended our revolving credit facility to, among other things, extend the maturity date of the original $2.5 billion facility from September 2020 to March 2022. In addition, we added a $700 million tranche to the facility that matures in March 2020. As a result, the total credit limit for the facility is now $3.2 billion. The revolving credit facility is unsecured, guaranteed by RCCI, and ranks equally with all of our senior notes and debentures.

In March 2017, we repaid the entire balance that was outstanding under our non-revolving bank credit facility. As a result of this repayment, this facility was terminated.

Dividends
Below is a summary of the dividends we declared and paid on our outstanding Class A Voting and Class B Non-Voting shares in 2017 and 2016.
Declaration date
Record date
Payment date
Dividend per
share (dollars)

Dividends paid
(in millions of dollars)

 
 
 
 
 
January 26, 2017
March 13, 2017
April 3, 2017
0.48

247

April 18, 2017
June 12, 2017
July 4, 2017
0.48

247

August 17, 2017
September 15, 2017
October 3, 2017
0.48

247

 
 
 
 
 
January 27, 2016
March 13, 2016
April 1, 2016
0.48

247

April 18, 2016
June 12, 2016
July 4, 2016
0.48

247

August 11, 2016
September 11, 2016
October 3, 2016
0.48

247

October 20, 2016
December 12, 2016
January 3, 2017
0.48

247


Free cash flow
  
Three months ended September 30
 
 
Nine months ended September 30
 
(In millions of dollars)
2017

2016

% Chg

 
2017

2016

% Chg

 
 
 
 
 
 
 
 
Adjusted operating profit 1
1,463

1,385

6

 
4,039

3,833

5

Deduct:
 
 
 
 
 
 
 
Additions to property, plant and equipment, net 2
658

549

20

 
1,595

1,748

(9
)
Interest on borrowings, net of capitalized interest
180

179

1

 
543

558

(3
)
Cash income taxes 3
87

59

47

 
399

214

86

 
 
 
 
 
 
 
 
Free cash flow 1
538

598

(10
)
 
1,502

1,313

14

1 
Adjusted operating profit and free cash flow are non-GAAP measures and should not be considered substitutes or alternatives for GAAP measures. These are not defined terms under IFRS and do not have standard meanings, so may not be a reliable way to compare us to other companies. See "Non-GAAP Measures" for information about these measures, including how we calculate them.
2 
Additions to property, plant and equipment, net do not include expenditures for spectrum licences.
3 
Cash income taxes are net of refunds received.

The 10% decrease in free cash flow this quarter was a result of higher net additions to property, plant and equipment and higher cash income taxes, partially offset by higher adjusted operating profit. In addition, the 14% increase year to date was affected by lower net additions to property, plant and equipment.


Rogers Communications Inc.
19
Third Quarter 2017


Overview of Financial Position

Consolidated statements of financial position
 
As at

As at

 
 
 
 
September 30

December 31

 
 
 
(In millions of dollars)
2017

2016

$ Chg

% Chg

Explanation of significant changes
 
 
 
 
 
 
Assets
 
 
 
 
 
Current assets:
 
 
 
 
 
Accounts receivable
1,816

1,949

(133
)
(7
)
Primarily reflects a decrease in trade receivables due to seasonality.
Inventories
235

315

(80
)
(25
)
Reflects a decrease in Wireless handset inventory.
Other current assets
240

215

25

12

Primarily reflects an increase in prepaid expenses related to annual Wireless spectrum licence fees.
Current portion of derivative instruments
423

91

332

n/m

Primarily reflects the reclassification to current of the debt derivatives associated with the upcoming maturity of our US$1.4 billion senior notes. See "Financial Risk Management".
Total current assets
2,714

2,570

144

6

 
 
 
 
 
 
 
Property, plant and equipment
10,821

10,749

72

1

Primarily reflects net additions to property, plant and equipment, partially offset by depreciation expense. See "Additions to Property, Plant and Equipment, net".
Intangible assets
7,270

7,130

140

2

Reflects the acquisition of a spectrum licence, partially offset by amortization of intangible assets.
Investments
2,569

2,174

395

18

Primarily reflects fair value increases for certain publicly-traded investments.
Derivative instruments
988

1,708

(720
)
(42
)
Primarily reflects the reclassification to current of the debt derivatives associated with the upcoming maturity of our US$1.4 billion senior notes and the changes in market value of our debt derivatives as a result of the appreciation of the Cdn$ relative to the US$. See "Financial Risk Management".
Other long-term assets
91

98

(7
)
(7
)
n/m
Deferred tax assets
6

8

(2
)
(25
)
n/m
Goodwill
3,905

3,905



n/m
 
 
 
 
 
 
Total assets
28,364

28,342

22


 
 
 
 
 
 
 
Liabilities and shareholders' equity
 
 
 


 
Current liabilities:
 
 
 
 
 
Bank advances
35

71

(36
)
(51
)
See "Managing our Liquidity and Financial Resources".
Short-term borrowings
1,738

800

938

117

Reflects borrowings under our new US CP program and an increase in borrowings under our securitization program.
Accounts payable and accrued liabilities
2,589

2,783

(194
)
(7
)
Primarily reflects a decrease in trade payables as a result of business seasonality.
Income tax payable
95

186

(91
)
(49
)
Reflects the excess of tax installments paid over income tax payable recorded in 2017.
Current portion of provisions
4

134

(130
)
(97
)
Primarily reflects payments made for our share of the remaining obligations in our shomi joint venture and a related provision reversal.
Unearned revenue
274

367

(93
)
(25
)
Primarily reflects revenue recognized from customer deposits at the Toronto Blue Jays.
Current portion of long-term debt
1,747

750

997

133

Reflects the reclassification of our US$1.4 billion senior notes to current, partially offset by the cumulative repayment of $750 million of senior notes in 2017. See "Managing our Liquidity and Financial Resources".
Current portion of derivative instruments
84

22

62

n/m

Primarily reflects changes in market values of our expenditure derivatives as a result of the appreciation of the Cdn$ relative to the US$. See "Financial Risk Management".
Total current liabilities
6,566

5,113

1,453

28

 
 
 
 
 
 
 
Provisions
33

33



n/m
Long-term debt
12,655

15,330

(2,675
)
(17
)
Primarily reflects the reclassification to current of our US$1.4 billion of senior notes, a decrease in our credit facility borrowings, and revaluation due to the appreciation of the Cdn$ relative to the US$. See "Financial Risk Management".
Derivative instruments
160

118

42

36

Reflects changes in market values of debt derivatives, primarily as a result of the appreciation of the Cdn$ relative to the US$, partially offset by the upcoming maturity of certain bond forwards that are now classified as current. See "Financial Risk Management".
Other long-term liabilities
540

562

(22
)
(4
)
Reflects a decrease in pension liability as a result of employer contributions.
Deferred tax liabilities
2,120

1,917

203

11

Primarily reflects an increase in temporary differences between the accounting and tax bases for certain assets and liabilities.
Total liabilities
22,074

23,073

(999
)
(4
)
 
 
 
 
 
 
 
Shareholders' equity
6,290

5,269

1,021

19

Reflects changes in retained earnings and equity reserves.
 
 
 
 
 
 
Total liabilities and shareholders' equity
28,364

28,342

22


 


Rogers Communications Inc.
20
Third Quarter 2017


Financial Condition

Below is a summary of our total available liquidity under our bank credit facilities, letters of credit facilities, and short-term borrowings.
As at September 30, 2017
Total available

Drawn

Letters of credit

US CP program

Net available

(In millions of dollars)
 
 
 
 
 
 
Bank credit facilities:
 
 
 
 
 
Revolving
3,200


10

698

2,492

Outstanding letters of credit
59


59



Bank advances

35



(35
)
Total bank credit facilities
3,259

35

69

698

2,457

Accounts receivable securitization
1,050

1,040



10

 
 
 
 
 


Total
4,309

1,075

69

698

2,467

As at December 31, 2016
Total available

Drawn

Letters of credit

Net available

(In millions of dollars)
 
 
 
 
 
Bank credit facilities:
 
 
 
 
Revolving
2,500


9

2,491

Non-revolving
301

301



Outstanding letters of credit
59


59


Bank advances

71


(71
)
Total bank credit facilities
2,860

372

68

2,420

Accounts receivable securitization
1,050

800


250

 
 
 
 
 
Total
3,910

1,172

68

2,670


In addition to the sources of available liquidity noted above, we held $1,472 million of marketable securities in publicly-traded companies as at September 30, 2017 (December 31, 2016 - $1,047 million).

Our borrowings had a weighted average cost of financing of 4.68% as at September 30, 2017 (December 31, 2016 - 4.72%) and a weighted average term to maturity of 10.0 years (December 31, 2016 - 10.6 years). This comparative decline in our weighted average interest rate reflects the combined effects of:
the utilization of our US CP program; and
greater utilization of our bank credit facilities and accounts receivable securitization.

Below is a summary of the credit ratings on RCI's outstanding senior notes and debentures (long-term) and US CP (short-term) as at September 30, 2017.
 
Short-term 1
Long-term 1
Standard and Poor's Ratings Services
A-2
BBB+ with a stable outlook
Moody's Ratings Services
P-2
Baa1 with a stable outlook
Fitch Ratings
N/A 2
BBB+ with a stable outlook
1 
Unchanged in the quarter.
2 
We did not seek a rating from Fitch for our short-term obligations.


Rogers Communications Inc.
21
Third Quarter 2017


Financial Risk Management

This section should be read in conjunction with "Financial Risk Management" in our 2016 Annual MD&A. We use derivative instruments to manage financial risks related to our business activities. We only use derivatives to manage risk and not for speculative purposes. We also manage our exposure to both fixed and fluctuating interest rates and had fixed the interest rate on 88.6% of our outstanding debt, including short-term borrowings, as at September 30, 2017 (December 31, 2016 - 91.2%).

Debt derivatives
We use cross-currency interest exchange agreements (debt derivatives) to manage risks from fluctuations in foreign exchange rates associated with our US dollar-denominated senior notes and debentures, credit facility borrowings, and commercial paper borrowings. We designate the debt derivatives related to our senior notes and debentures as hedges for accounting purposes against the foreign exchange risk associated with specific debt instruments. Debt derivatives related to our credit facility and commercial paper borrowings have not been designated as hedges for accounting purposes.

Below is a summary of the debt derivatives we entered into and settled related to our credit facility borrowings and commercial paper program during the three and nine months ended September 30, 2017 and 2016.
 
Three months ended September 30, 2017
 
 
Nine months ended September 30, 2017
 
(In millions of dollars, except exchange rates)
Notional
 (US$)

Exchange rate

Notional (Cdn$)

 
Notional
(US$)

Exchange
rate

Notional
(Cdn$)

 
 
 
 
 
 
 
 
Credit facilities
 
 
 
 
 
 
 
Debt derivatives entered
335

1.29

433

 
1,510

1.33

2,001

Debt derivatives settled
485

1.31

636

 
1,660

1.33

2,202

 
 
 
 
 
 
 
 
Net cash paid
 
 
(20
)
 
 
 
(21
)
 
 
 
 
 
 
 
 
Commercial paper program
 
 
 
 
 
 
 
Debt derivatives entered
3,096

1.26

3,896

 
6,126

1.30

7,979

Debt derivatives settled
3,290

1.25

4,127

 
5,566

1.29

7,192

 
 
 
 
 
 
 
 
Net cash paid
 
 
(88
)
 
 
 
(98
)
 
Three months ended September 30, 2016
 
 
Nine months ended September 30, 2016
 
(In millions of dollars, except exchange rates)
Notional
 (US$)

Exchange rate

Notional (Cdn$)

 
Notional
(US$)

Exchange
rate

Notional
(Cdn$)

 
 
 
 
 
 
 
 
Credit facilities
 
 
 
 
 
 
 
Debt derivatives entered
2,939

1.30

3,827

 
6,736

1.30

8,777

Debt derivatives settled
3,066

1.30

3,975

 
5,975

1.30

7,774

 
 
 
 
 
 
 
 
Net cash received (paid)
 
 
25

 
 
 
(17
)

As at September 30, 2017, we had nil and US$560 million of debt derivatives outstanding relating to our credit facility borrowings and commercial paper program (December 31, 2016 - US$150 million and nil), respectively.

Senior notes
We did not enter into or settle any debt derivatives related to senior notes during the three or nine months ended September 30, 2017 or 2016. See "Mark-to-market value" for more information about our debt derivatives.

Bond forwards
We did not enter into or settle any bond forwards during the three or nine months ended September 30, 2017 or 2016. See "Mark-to-market value" for more information about our bond forwards.


Rogers Communications Inc.
22
Third Quarter 2017


Expenditure derivatives
Below is a summary of the expenditure derivatives we entered into and settled during the three and nine months ended September 30, 2017 and 2016.
 
Three months ended September 30, 2017
 
 
Nine months ended September 30, 2017
 
(In millions of dollars, except exchange rates)
Notional
(US$)

Exchange rate

Notional (Cdn$)

 
Notional
(US$)

Exchange
rate

Notional
(Cdn$)

 
 
 
 
 
 
 
 
Expenditure derivatives entered
360

1.24

445

 
840

1.27

1,070

Expenditure derivatives settled
240

1.33

320

 
705

1.33

940

 
Three months ended September 30, 2016
 
 
Nine months ended September 30, 2016
 
(In millions of dollars, except exchange rates)
Notional
(US$)

Exchange rate

Notional (Cdn$)

 
Notional
(US$)

Exchange
rate

Notional
(Cdn$)

 
 
 
 
 
 
 
 
Expenditure derivatives entered
60

1.27

76

 
750

1.34

1,002

Expenditure derivatives settled
210

1.22

257

 
630

1.22

770


As at September 30, 2017, we had US$1,425 million of expenditure derivatives outstanding (December 31, 2016 - US$1,290 million) with terms to maturity ranging from October 2017 to December 2019 (December 31, 2016 - January 2017 to December 2018), at an average rate of $1.29/US$ (December 31, 2016 - $1.32/US$).

See "Mark-to-market value" for more information about our expenditure derivatives.

Equity derivatives
As at September 30, 2017, we had equity derivatives outstanding for 5.4 million (December 31, 2016 - 5.4 million) RCI Class B shares with a weighted average price of $51.44 (December 31, 2016 - $50.30).

We did not enter into or settle any equity derivatives during the quarter. In the first quarter of 2017, we settled existing equity derivatives for net proceeds of $6 million and entered into new derivatives on one million RCI Class B shares with an expiry date of March 2018. We have also executed extension agreements for the remaining equity derivative contracts under substantially the same terms and conditions with revised expiry dates to April 2018 (from April 2017). We did not enter into or settle any equity derivatives during the three or nine months ended September 30, 2016.

See "Mark-to-market value" for more information about our equity derivatives.


Rogers Communications Inc.
23
Third Quarter 2017


Mark-to-market value
We record our derivatives using an estimated credit-adjusted, mark-to-market valuation, calculated in accordance with IFRS.
  
As at September 30, 2017
 
(In millions of dollars, except exchange rates)
Notional
amount
(US$)

Exchange
rate

Notional
amount
(Cdn$)

Fair value 
(Cdn$) 

Debt derivatives accounted for as cash flow hedges:
 
 
 
 
As assets
5,200

1.0401

5,409

1,329

As liabilities
1,500

1.3388

2,008

(141
)
Short-term debt derivatives not accounted for as hedges:
 
 
 
 
As assets
559

1.2332

689

8

Net mark-to-market debt derivative asset
 
 
 
1,196

Bond forwards accounted for as cash flow hedges:
 
 
 
 
As liabilities


900

(37
)
Expenditure derivatives accounted for as cash flow hedges:
 
 
 
 
As assets
240

1.2239

294

5

As liabilities
1,185

1.3029

1,544

(66
)
Net mark-to-market expenditure derivative liability
 
 
 
(61
)
Equity derivatives not accounted for as hedges:
 
 
 
 
As assets


276

69

 
 
 
 
 
Net mark-to-market asset
 
 
 
1,167

 
As at December 31, 2016
 
(In millions of dollars, except exchange rates)
Notional
amount
(US$)

Exchange
rate

Notional
amount
(Cdn$)

Fair value 
(Cdn$) 

Debt derivatives accounted for as cash flow hedges:
 
 
 
 
As assets
5,200

1.0401

5,409

1,751

As liabilities
1,500

1.3388

2,008

(68
)
Short-term debt derivatives not accounted for as hedges:
 
 
 
 
As liabilities
150

1.3407

201


Net mark-to-market debt derivative asset
 
 
 
1,683

Bond forwards accounted for as cash flow hedges:
 
 
 
 
As liabilities


900

(51
)
Expenditure derivatives accounted for as cash flow hedges:
 
 
 
 
As assets
990

1.2967

1,284

40

As liabilities
300

1.4129

424

(21
)
Net mark-to-market expenditure derivative asset
 
 
 
19

Equity derivatives not accounted for as hedges:
 
 
 
 
As assets


270

8

 
 
 
 
 
Net mark-to-market asset
 
 
 
1,659


Rogers Communications Inc.
24
Third Quarter 2017


Adjusted net debt and debt leverage ratio
We use adjusted net debt and adjusted net debt / adjusted operating profit (debt leverage ratio) to conduct valuation-related analysis and make capital structure-related decisions. Adjusted net debt includes long-term debt, net debt derivative assets or liabilities, short-term borrowings, and cash and cash equivalents or bank advances.
 
As at
September 30

As at 
December 31 

(In millions of dollars, except ratios)
2017

2016

 
 
 
Long-term debt 1
14,512

16,197

Net debt derivative assets valued without any adjustment for credit risk 2
(1,218
)
(1,740
)
Short-term borrowings
1,738

800

Bank advances
35

71

 
 
 
Adjusted net debt 3
15,067

15,328

 
 
 
Debt leverage ratio 3,4
2.8

3.0

1 
Includes current and long-term portion of long-term debt before deferred transaction costs and discounts. See "Reconciliation of adjusted net debt" in the section "Non-GAAP Measures" for the calculation of this amount.
2 
For purposes of calculating adjusted net debt and debt leverage ratio, we believe including debt derivatives valued without adjustment for credit risk is commonly used to evaluate debt leverage and for market valuation and transactional purposes.
3 
Adjusted net debt and debt leverage ratio are non-GAAP measures and should not be considered substitutes or alternatives for GAAP measures. These are not defined terms under IFRS and do not have standard meanings, so may not be a reliable way to compare us to other companies. See "Non-GAAP Measures" for information about these measures, including how we calculate them.
4 
Debt leverage ratio is measured using adjusted operating profit for the last twelve consecutive months.

In addition, we held $1,472 million of marketable securities in publicly-traded companies as at September 30, 2017 (December 31, 2016 - $1,047 million).

Our adjusted net debt decreased by $0.3 billion from December 31, 2016 primarily as a result of the repayment of our bank credit facilities and certain maturing senior notes, partially offset by an increase in short-term borrowings related to our US CP program.

Outstanding common shares
 
As at
September 30

As at 
December 31 

  
2017

2016

 
 
 
Common shares outstanding 1
 
 
Class A Voting
112,407,192

112,411,992

Class B Non-Voting
402,403,433

402,396,133

 
 
 
Total common shares
514,810,625

514,808,125

 
 
 
Options to purchase Class B Non-Voting shares
 
 
Outstanding options
2,925,147

3,732,524

Outstanding options exercisable
1,032,932

1,770,784

1 
Holders of our Class B Non-Voting shares are entitled to receive notice of and to attend shareholder meetings; however, they are not entitled to vote at these meetings except as required by law or stipulated by stock exchanges. If an offer is made to purchase outstanding Class A Voting shares, there is no requirement under applicable law or our constating documents that an offer be made for the outstanding Class B Non-Voting shares, and there is no other protection available to shareholders under our constating documents. If an offer is made to purchase both classes of shares, the offer for the Class A Voting shares may be made on different terms than the offer for the Class B Non-Voting shares.

Commitments and Contractual Obligations

See our 2016 Annual MD&A for a summary of our material obligations under firm contractual arrangements, including commitments for future payments under long-term debt arrangements and operating lease arrangements. These are also discussed in Notes 16, 20, and 28 of our 2016 Annual Audited Consolidated Financial Statements.

Except where otherwise disclosed in this MD&A, there have been no material changes to our material contractual obligations, as identified in our 2016 Annual MD&A, since December 31, 2016.


Rogers Communications Inc.
25
Third Quarter 2017


Regulatory Developments

See our 2016 Annual MD&A for a discussion of the significant regulations that affected our operations as at February 9, 2017. The following is a list of the significant regulatory developments since that date.

CRTC proceeding on future programming distribution models
On October 12, 2017, prompted by Order in Council P.C. 2017-1195, the CRTC initiated a proceeding (Broadcasting Notice of Consultation CRTC 2017-359, Call for comments on the Governor in Council's request for a report on future programming distribution models) to report on the distribution model or models of programming that are likely to exist in the future; how and through whom Canadians will access that programming; and the extent to which these models will ensure a vibrant domestic market that is capable of supporting the continued creation, production, and distribution of Canadian programming, in both official languages, including original entertainment and information programming. The report is due no later than June 1, 2018.

CRTC reconsideration of terms and conditions for wholesale mobile wireless roaming service
On July 20, 2017, prompted by Order in Council P.C. 2017-0557, the CRTC initiated a proceeding (Telecom Notice of Consultation CRTC 2017-259, Reconsideration of Telecom Decision 2017-56 regarding final terms and conditions for wholesale mobile wireless roaming service) to reconsider its earlier decision maintaining the integrity of domestic roaming agreements and instead consider expanding the scope of the wholesale roaming regime to explore innovative business models and technological solutions that could result in more meaningful choices for Canadian consumers, especially those with low incomes. The reconsideration is to be completed no later than March 31, 2018. Rogers submitted its initial comments in the proceeding on September 8, 2017.

CRTC Wireless Code
On June 15, 2017, the CRTC released its decision on the three-year review of the CRTC Wireless Code of Conduct that came into effect in December 2013 (Telecom Regulatory Policy CRTC 2017-200). The CRTC determined that as of December 1, 2017, all individual and small business wireless service customers will have the right to have their cellular phones and other mobile devices unlocked, free of charge, upon request. In addition, all newly purchased devices must be provided unlocked from that day forward. The CRTC also determined that for family or shared plans (multi-line plans), the account holder must, by default, be the one who consents to data overage and data roaming charges beyond the established caps ($50 and $100 per month, respectively). Wireless service providers may, however, allow account holders to authorize other users on a family or shared plan to consent to additional charges. The CRTC also made clear that in all instances, the caps apply on a per account basis, regardless of the number of devices, for multi-line plans.

Broadcasting licence renewals
On May 18, 2017, the CRTC released Broadcasting Decision CRTC 2017-151, approving five-year renewals of our group-based licences (six City over-the-air English stations, Sportsnet 360, VICELAND, G4Tech, Outdoor Life, FX, and FXX). Five-year licence renewals were also approved for our mainstream sports services licences, Sportsnet and Sportsnet One, and our on-demand service, Rogers on Demand. To coincide with the expiry date of the broadcasting licence for our new discretionary service, OMNI Regional, discussed below, the broadcasting licences for our five over-the-air ethnic OMNI television licences were renewed for a three-year period in this Broadcasting Decision.

In Broadcasting Decision CRTC 2017-152, released the same day, the CRTC also approved our application seeking a new licence to operate a discretionary service called OMNI Regional, which would operate pursuant to a section 9(1)(h) order, granting it mandatory carriage on the basic service with a regulated affiliation fee of $0.12/subscriber/month for a three-year term. The CRTC further issued a call (Broadcasting Notice of Consultation 2017-154) for competing applications to determine whether OMNI should retain its 9(1)(h) designation after three years or whether the designation should be granted to another applicant.

On August 14, 2017, the Governor in Council, on the advice of the Minister of Canadian Heritage through Order in Council P.C. 2017-1060, directed the CRTC to reconsider its group licence renewal decisions issued May 15, 2017 for large television broadcasters that, among other changes, lowered the amount that some major broadcasters must spend on Programs of National Interest. The CRTC is to "consider how it can be ensured that significant contributions are made to the creation and presentation of programs of national interest, music programming, short films, and short-form documentaries."


Rogers Communications Inc.
26
Third Quarter 2017


Differential pricing related to Internet data plans
On April 20, 2017, the CRTC released its decision in the consultation launched in May 2016 (Telecom Notice of Consultation 2016-192) to examine the policy issues surrounding the use of differential pricing practices (i.e., zero-rating or discounting of retail Internet data traffic by Canadian Internet service providers) related to the provision of Internet data plans. In its decision (Telecom Regulatory Policy CRTC 2017-104), the CRTC set out the evaluation criteria it will apply to determine whether a specific differential pricing practice complies with subsection 27(2) of the Telecommunications Act, as follows:
the degree to which the treatment of data is agnostic (i.e., data is treated equally regardless of its source or nature);
whether the offering is exclusive to certain customers or certain content providers;
the impact on Internet openness and innovation; and
whether there is financial compensation involved.

Of these criteria, the degree to which data is treated agnostically will generally carry the most weight. The overriding expectation is that all content and applications will be treated in a neutral manner. Zero-rating of account management functions (e.g., monitoring of Internet data usage or the payment of bills online) will generally be permitted.

Updates to Risks and Uncertainties

See our 2016 Annual MD&A for a discussion of the principal risks and uncertainties that could have a material adverse effect on our business and financial results as at February 9, 2017, which should be reviewed in conjunction with this interim quarterly MD&A. The following litigation may contribute to those risks and uncertainties.

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

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

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

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

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

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


Rogers Communications Inc.
27
Third Quarter 2017


Outcome of proceedings
The outcome of all the proceedings and claims against us, including the matters described above, is subject to future resolution that includes the uncertainties of litigation. It is not possible for us to predict the result or magnitude of the claims due to the various factors and uncertainties involved in the legal process. Based on information currently known to us, we believe it is not probable that the ultimate resolution of any of these proceedings and claims, individually or in total, will have a material adverse effect on our business, financial results, or financial condition. If it becomes probable that we will be held liable for claims against us, we will recognize a provision during the period in which the change in probability occurs, which could be material to our Consolidated Statements of Income or Consolidated Statements of Financial Position.

Critical Accounting Policies and Estimates

See our 2016 Annual MD&A and our 2016 Annual Audited Consolidated Financial Statements and notes thereto for a discussion of the accounting policies and estimates that are critical to the understanding of our business operations and the results of our operations.

New accounting pronouncements adopted in 2017
We adopted new amendments to the following accounting standards effective for our interim and annual consolidated financial statements commencing January 1, 2017. These changes did not have a material impact on our financial results.

IAS 7, Statement of Cash Flows
IAS 12, Income Taxes
IFRS 12, Disclosure of Interests in Other Entities

Recent accounting pronouncements not yet adopted
We are required to adopt the following new accounting standards on or after January 1, 2018, at the earliest. We are assessing the impact of adopting these new standards on our forthcoming interim and annual consolidated financial statements. See our 2016 Annual Audited Consolidated Financial Statements and notes thereto for details.

IFRS 9, Financial Instruments (effective January 1, 2018)
IFRS 15, Revenue from Contracts with Customers (effective January 1, 2018)
IFRS 16, Leases (effective January 1, 2019)

We continue to assess the impact of each of these standards on our consolidated financial statements and we are progressing with the implementation of each of these standards. As at the date of this MD&A, there have been no significant changes to the disclosure related to the implementation of these standards that was included in our 2016 financial statements. With respect to IFRS 15, we have a team dedicated to ensuring our compliance with this standard. We are implementing a new system to enable us to comply with the requirements of the standard on a contract-by-contract basis and expect to begin a parallel run under both IAS 18 and IFRS 15 using this system in 2017. We have completed the system configurations and commenced the data validation process, which we expect will continue throughout the course of 2017. As a result, we continue to assess the impact of this standard on our consolidated financial statements and it is not yet possible to make a reliable estimate of its impact. We will disclose the estimated financial effects of the adoption of IFRS 15 in our 2017 annual consolidated financial statements.

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

We recognize these transactions at the amounts agreed to by the related parties, which are also reviewed by the Audit and Risk Committee. The amounts owing for these services are unsecured, interest-free, and due for payment in cash within one month of the date of the transaction. Below is a summary of the related party activity for the business transactions described above.
  
Three months ended September 30
 
 
Nine months ended September 30
 
(In millions of dollars)
2017

2016

 
2017

2016

 
 
 
 
 
 
Printing and legal services
4

7

 
14

18


Rogers Communications Inc.
28
Third Quarter 2017


We have also entered into certain transactions with our controlling shareholder and companies it controls. These transactions are subject to formal agreements approved by the Audit and Risk Committee. Total amounts paid to these related parties generally reflect the charges to Rogers for occasional business use of aircraft, net of other administrative services, and were less than $1 million for the three and nine months ended September 30, 2017 and 2016.

Controls and procedures
There have been no changes in our internal controls over financial reporting this quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Seasonality
Our operating results generally vary from quarter to quarter as a result of changes in general economic conditions and seasonal fluctuations, among other things, in each of our reporting segments. This means our results in one quarter are not necessarily indicative of how we will perform in a future quarter. Wireless, Cable, and Media each have unique seasonal aspects to, and certain other historical trends in, their businesses. For specific discussions of the seasonal trends affecting our reporting segments, refer to our 2016 Annual MD&A.

Key Performance Indicators

We measure the success of our strategy using a number of key performance indicators that are defined and discussed in our 2016 Annual MD&A and this MD&A. We believe these key performance indicators allow us to appropriately measure our performance against our operating strategy as well as against the results of our peers and competitors. The following key performance indicators are not measurements in accordance with IFRS and should not be considered an alternative to net income or any other measure of performance under IFRS. They include:
Subscriber counts;
Subscriber churn (churn);
Postpaid average revenue per account (ARPA);
Blended average revenue per user (ARPU);
Capital intensity; and
Total service revenue.


Rogers Communications Inc.
29
Third Quarter 2017


Non-GAAP Measures

We use the following non-GAAP measures. These are reviewed regularly by management and our Board in assessing our performance and making decisions regarding the ongoing operations of our business and its ability to generate cash flows. Some or all of these measures may also be used by investors, lending institutions, and credit rating agencies as indicators of our operating performance, of our ability to incur and service debt, and as measurements to value companies in the telecommunications sector. These are not recognized measures under GAAP and do not have standard meanings under IFRS, so may not be reliable ways to compare us to other companies.
 
Non-GAAP measure
 
 
 Why we use it
 
 
How we calculate it
 
Most
comparable
IFRS financial
measure
Adjusted
operating profit
 
Adjusted
operating profit
margin
 
To evaluate the performance of our businesses, and when making decisions about the ongoing operations of the business and our ability to generate cash flows.
Adjusted operating profit:
Net income
add (deduct)
income tax expense (recovery); other expense (income); finance costs; restructuring, acquisition and other; loss (gain) on disposition of property, plant and equipment; depreciation and amortization; stock-based compensation; and impairment of assets and related onerous contract charges.

Adjusted operating profit margin:
Adjusted operating profit
divided by
revenue (service revenue for Wireless).
Net income
 
We believe that certain investors and analysts use adjusted operating profit to measure our ability to service debt and to meet other payment obligations.
 
We also use it as one component in determining short-term incentive compensation for all management employees.
Adjusted net
income
 
Adjusted basic
and diluted
earnings per
share
 
To assess the performance of our businesses before the effects of the noted 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 that they are non-recurring.
Adjusted net income:
Net income
add (deduct)
stock-based compensation; restructuring, acquisition and other; impairment of assets and related onerous contract charges; loss (gain) on sale or wind down of investments; loss (gain) on disposition of property, plant and equipment; (gain) on acquisitions; loss on non-controlling interest purchase obligations; loss on repayment of long-term debt; and income tax adjustments on these items, including adjustments as a result of legislative changes.

Adjusted basic and diluted earnings per share:
Adjusted net income
divided by
basic and diluted weighted average shares outstanding.
Net income
 
Basic and
diluted
earnings per
share
Free cash flow
 
To show how much cash we have available to repay debt and reinvest in our company, which is an important indicator of our financial strength and performance.
Adjusted operating profit
deduct
additions to property, plant and equipment net of proceeds on disposition; interest on borrowings net of capitalized interest; and cash income taxes.
Cash provided
by operating
activities
 
We believe that some investors and analysts use free cash flow to value a business and its underlying assets.
Adjusted net
debt
 
To conduct valuation-related analysis and make decisions about capital structure.
Total long-term debt
add (deduct)
current portion of long-term debt; deferred transaction costs and discounts; net debt derivative (assets) liabilities; credit risk adjustment related to net debt derivatives; bank advances (cash and cash equivalents); and short-term borrowings.
Long-term
debt
 
We believe this helps investors and analysts analyze our enterprise and equity value and assess our leverage.
Adjusted net
debt / adjusted
operating profit (debt leverage ratio)
 
To conduct valuation-related analysis and make decisions about capital structure.
Adjusted net debt (defined above)
divided by
12-month trailing adjusted operating profit (defined above).
Long-term debt
divided by net
income
 
We believe this helps investors and analysts analyze our enterprise and equity value and assess our leverage.


Rogers Communications Inc.
30
Third Quarter 2017


Reconciliation of adjusted operating profit
  
Three months ended September 30
 
 
Nine months ended September 30
 
(In millions of dollars)
2017

2016

 
2017

2016

 
 
 
 
 
 
Net income
467

220

 
1,292

844

Add (deduct):
 
 
 
 
 
Income tax expense
188

109

 
477

329

Other expense (income)
20

220

 
(22
)
195

Finance costs
183

188

 
562

573

Restructuring, acquisition and other
59

55

 
121

126

Gain on disposition of property, plant and equipment


 
(49
)

Depreciation and amortization
531

575

 
1,611

1,721

Stock-based compensation
15

18

 
47

45

 
 
 
 
 
 
Adjusted operating profit
1,463

1,385

 
4,039

3,833


Reconciliation of adjusted operating profit margin
  
Three months ended September 30
 
 
Nine months ended September 30
 
(In millions of dollars, except percentages)
2017

2016

 
2017

2016

 
 
 
 
 
 
Adjusted operating profit margin:
 
 
 
 
 
Adjusted operating profit
1,463

1,385

 
4,039

3,833

Divided by: total revenue
3,581

3,492

 
10,511

10,192

 
 
 
 
 
 
Adjusted operating profit margin
40.9
%
39.7
%
 
38.4
%
37.6
%

Reconciliation of adjusted net income
  
Three months ended September 30
 
 
Nine months ended September 30
 
(In millions of dollars)
2017

2016

 
2017

2016

 
 
 
 
 
 
Net income
467

220

 
1,292

844

Add (deduct):
 
 
 
 
 
Stock-based compensation
15

18

 
47

45

Restructuring, acquisition and other
59

55

 
121

126

Net loss on divestitures pertaining to investments

50

 

11

Loss (recovery) on wind down of shomi

140

 
(20
)
140

Gain on disposition of property, plant and equipment


 
(49
)

Income tax impact of above items
(18
)
(56
)
 
(25
)
(70
)
Income tax adjustment, legislative tax change


 

3

 
 
 
 
 
 
Adjusted net income
523

427

 
1,366

1,099



Rogers Communications Inc.
31
Third Quarter 2017


Reconciliation of adjusted earnings per share
(In millions of dollars, except per share amounts; number of shares outstanding in millions)
Three months ended September 30
 
 
Nine months ended September 30
 
2017

2016

 
2017

2016

 
 
 
 
 
 
Adjusted basic earnings per share:
 
 
 
 
 
Adjusted net income
523

427

 
1,366

1,099

Divided by:
 
 
 
 
 
Weighted average number of shares outstanding
515

515

 
515

515

 
 
 
 
 
 
Adjusted basic earnings per share

$1.02


$0.83

 

$2.65


$2.13

 
 
 
 
 
 
Adjusted diluted earnings per share:
 
 
 
 
 
Adjusted net income
523

427

 
1,366

1,099

Divided by:
 
 
 
 
 
Diluted weighted average number of shares outstanding
516

517

 
517

517

 
 
 
 
 
 
Adjusted diluted earnings per share

$1.01


$0.83

 

$2.64


$2.13


Reconciliation of free cash flow
  
Three months ended September 30
 
 
Nine months ended September 30
 
(In millions of dollars)
2017

2016

 
2017

2016

 
 
 
 
 
 
Cash provided by operating activities
1,377

1,185

 
2,796

2,904

Add (deduct):
 
 
 
 
 
Additions to property, plant and equipment, net
(658
)
(549
)
 
(1,595
)
(1,748
)
Interest on borrowings, net of capitalized interest
(180
)
(179
)
 
(543
)
(558
)
Restructuring, acquisition and other
59

55

 
121

126

Interest paid
239

240

 
610

632

Change in non-cash operating working capital items
(266
)
(117
)
 
139

(32
)
Other adjustments
(33
)
(37
)
 
(26
)
(11
)
 
 
 
 
 
 
Free cash flow
538

598

 
1,502

1,313



Rogers Communications Inc.
32
Third Quarter 2017


Reconciliation of adjusted net debt and debt leverage ratio
 
As at
September 30

As at
December 31

(In millions of dollars)
2017

2016

 
 
 
Current portion of long-term debt
1,747

750

Long-term debt
12,655

15,330

Deferred transaction costs and discounts
110

117

 
14,512

16,197

Add (deduct):
 
 
Net debt derivative assets
(1,196
)
(1,683
)
Credit risk adjustment related to net debt derivative assets
(22
)
(57
)
Short-term borrowings
1,738

800

Bank advances
35

71

 
 
 
Adjusted net debt
15,067

15,328

 
As at
September 30

As at
December 31

(In millions of dollars, except ratios)
2017

2016

 
 
 
Debt leverage ratio
 
 
Adjusted net debt
15,067

15,328

Divided by: trailing 12-month adjusted operating profit
5,298

5,092

 
 
 
Debt leverage ratio
2.8

3.0



Rogers Communications Inc.
33
Third Quarter 2017


Other Information

Consolidated financial results - quarterly summary
Below is a summary of our consolidated results for the past eight quarters.
  
2017
 
2016
 
2015
(In millions of dollars, except per share amounts)
Q3

Q2

Q1

 
Q4

Q3

Q2

Q1

 
Q4

Revenue
 
 
 
 
 
 
 
 
 
 
Wireless
2,138

2,048

1,968

 
2,058

2,037

1,931

1,890

 
1,981

Cable
870

870

855

 
858

865

870

856

 
855

Business Solutions
97

96

95

 
96

95

97

96

 
95

Media
516

637

474

 
550

533

615

448

 
560

Corporate items and intercompany eliminations
(40
)
(59
)
(54
)
 
(52
)
(38
)
(58
)
(45
)
 
(39
)
Total revenue
3,581

3,592

3,338

 
3,510

3,492

3,455

3,245

 
3,452

Total service revenue 1
3,450

3,466

3,214

 
3,306

3,328

3,308

3,085

 
3,214

 
 
 
 
 
 
 
 
 
 
 
Adjusted operating profit (loss)
 
 
 
 
 
 
 
 
 
 
Wireless
964

924

813

 
792

884

846

763

 
754

Cable
440

428

392

 
435

431

415

393

 
426

Business Solutions
33

32

31

 
30

31

31

31

 
30

Media
65

63

(28
)
 
49

79

90

(49
)
 
56

Corporate items and intercompany eliminations
(39
)
(37
)
(42
)
 
(47
)
(40
)
(35
)
(37
)
 
(40
)
Adjusted operating profit 2
1,463

1,410

1,166

 
1,259

1,385

1,347

1,101

 
1,226

Deduct (add):
 
 
 
 
 
 
 
 
 
 
Stock-based compensation
15

19

13

 
16

18

15

12

 
16

Depreciation and amortization
531

535

545

 
555

575

572

574

 
580

Impairment of assets and related onerous contract charges



 
484




 

Gain on disposition of property, plant and equipment

(49
)

 




 

Restructuring, acquisition and other
59

34

28

 
34

55

27

44

 
23

Finance costs
183

189

190

 
188

188

189

196

 
192

Other expense (income)
20

(31
)
(11
)
 
(4
)
220

9

(34
)
 
4

Net income (loss) before income tax expense (recovery)
655

713

401

 
(14
)
329

535

309

 
411

Income tax expense (recovery)
188

182

107

 
(5
)
109

141

79

 
112

Net income (loss)
467

531

294

 
(9
)
220

394

230

 
299

 
 
 
 
 
 
 
 
 
 
 
Earnings (loss) per share:
 
 
 
 
 
 
 
 
 
 
Basic

$0.91


$1.03


$0.57

 

($0.02
)

$0.43


$0.77


$0.45

 

$0.58

Diluted

$0.91


$1.03


$0.57

 

($0.04
)

$0.43


$0.76


$0.44

 

$0.58

 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
467

531

294

 
(9
)
220

394

230

 
299

Add (deduct):
 
 
 
 
 
 
 
 
 
 
Stock-based compensation
15

19

13

 
16

18

15

12

 
16

Restructuring, acquisition and other
59

34

28

 
34

55

27

44

 
23

(Recovery) loss on wind down of shomi

(20
)

 

140



 

Net loss (gain) on divestitures pertaining to investments



 

50


(39
)
 

Impairment of assets and related onerous contract charges



 
484




 

Gain on disposition of property, plant and equipment

(49
)

 




 

Income tax impact of above items
(18
)
(1
)
(6
)
 
(143
)
(56
)
(9
)
(5
)
 
(7
)
Income tax adjustment, legislative tax change



 



3

 

Adjusted net income 2
523

514

329

 
382

427

427

245

 
331

 
 
 
 
 
 
 
 
 
 
 
Adjusted earnings per share 2:
 
 
 
 
 
 
 
 
 
 
Basic

$1.02


$1.00


$0.64

 

$0.74


$0.83


$0.83


$0.48

 

$0.64

Diluted

$1.01


$1.00


$0.64

 

$0.74


$0.83


$0.83


$0.47

 

$0.64

 
 
 
 
 
 
 
 
 
 
 
Additions to property, plant and equipment, net
658

451

486

 
604

549

647

552

 
773

Cash provided by operating activities
1,377

823

596

 
1,053

1,185

1,121

598

 
950

Free cash flow 2
538

626

338

 
392

598

495

220

 
274

1 
As defined. See "Key Performance Indicators".
2 
Adjusted operating profit, adjusted net income, adjusted basic and diluted earnings per share, and free cash flow are non-GAAP measures and should not be considered substitutes or alternatives for GAAP measures. These are not defined terms under IFRS and do not have standard meanings, so may not be a reliable way to compare us to other companies. See "Non-GAAP Measures" for information about these measures, including how we calculate them.


Rogers Communications Inc.
34
Third Quarter 2017


Summary of financial information of long-term debt guarantor
Our outstanding public debt, $3.3 billion bank credit and letter of credit facilities, and derivatives are unsecured obligations of RCI, as obligor, and RCCI, as either co-obligor or guarantor, as applicable.
The selected unaudited consolidating summary financial information for RCI for the periods identified below, presented with a separate column for: (i) RCI, (ii) RCCI, (iii) our non-guarantor subsidiaries on a combined basis, (iv) consolidating adjustments, and (v) the total consolidated amounts, is set forth as follows:
Three months ended September 30
RCI 1,2
RCCI 1,2
    Non-guarantor    
     subsidiaries 1,2
    Consolidating    
     adjustments 1,2    
Total
(unaudited)
(In millions of dollars)
2017

2016

2017

2016

2017

2016

2017

2016

2017

2016

Selected Statements of Income data measure:
 
 
 
 
 
 
 
 
 
 
Revenue

1

3,108

3,001

523

537

(50
)
(47
)
3,581

3,492

Net income (loss)
467

220

433

296

256

178

(689
)
(474
)
467

220

Nine months ended September 30
RCI 1,2
RCCI 1,2
    Non-guarantor    
     subsidiaries 
1,2
    Consolidating    
     adjustments
1,2    
Total
(unaudited)
(In millions of dollars)
2017

2016

2017

2016

2017

2016

2017

2016

2017

2016

Selected Statements of Income data measure:
 
 
 
 
 
 
 
 
 
 
Revenue
2

8

9,040

8,741

1,651

1,609

(182
)
(166
)
10,511

10,192

Net income (loss)
1,292

844

1,184

747

708

676

(1,892
)
(1,423
)
1,292

844

As at period end
RCI 1,2
RCCI 1,2
    Non-guarantor    
     subsidiaries 
1,2
    Consolidating    
     adjustments 
1,2    
Total
(unaudited)
(In millions of dollars)
Sep. 30
2017

Dec. 31 2016

Sep. 30
2017

Dec. 31 2016

Sep. 30
2017

Dec. 31 2016

Sep. 30
2017

Dec. 31 2016

Sep. 30
2017

Dec. 31 2016

Selected Statements of Financial Position data measure:
 
 
 
 
 
 
 
 
 
 
Current assets
24,567

22,831

20,058

19,665

8,576

9,780

(50,487
)
(49,706
)
2,714

2,570

Non-current assets
30,479

28,812

40,653

38,448

3,599

5,805

(49,081
)
(47,293
)
25,650

25,772

Current liabilities
30,787

25,712

26,477

25,190

1,403

5,558

(52,101
)
(51,347
)
6,566

5,113

Non-current liabilities
14,475

17,159

2,206

2,084

80

75

(1,253
)
(1,358
)
15,508

17,960

1 
For the purposes of this table, investments in subsidiary companies are accounted for by the equity method.
2 
Amounts recorded in current liabilities and non-current liabilities for RCCI do not include any obligations arising as a result of being a guarantor or co-obligor, as the case may be, under any of RCI's long-term debt.


Rogers Communications Inc.
35
Third Quarter 2017


About Forward-Looking Information

This MD&A includes "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws (collectively, "forward-looking information"), and assumptions about, among other things, our business, operations, and financial performance and condition approved by our management on the date of this MD&A. This forward-looking information and these assumptions include, but are not limited to, statements about our objectives and strategies to achieve those objectives, and about our beliefs, plans, expectations, anticipations, estimates, or intentions.

Forward-looking information
typically includes words like could, expect, may, anticipate, assume, believe, intend, estimate, plan, project, guidance, outlook, target, and similar expressions, although not all forward-looking information includes them;
includes conclusions, forecasts, and projections that are based on our current objectives and strategies and on estimates, expectations, assumptions, and other factors, most of which are confidential and proprietary and that we believe to have been reasonable at the time they were applied but may prove to be incorrect; and
was approved by our management on the date of this MD&A.

Our forward-looking information includes forecasts and projections related to the following items, some of which are non-GAAP measures (see "Non-GAAP Measures"), among others:
revenue;
adjusted operating profit;
additions to property, plant and equipment, net;
cash income tax payments;
free cash flow;
dividend payments;
the growth of new products and services;
 
expected growth in subscribers and the services to which they subscribe;
the cost of acquiring and retaining subscribers and deployment of new services;
continued cost reductions and efficiency improvements; and
all other statements that are not historical facts.

We base our conclusions, forecasts, and projections on the following factors, among others:
general economic and industry growth rates;
currency exchange rates and interest rates;
product pricing levels and competitive intensity;
subscriber growth;
pricing, usage, and churn rates;
changes in government regulation;
 
technology deployment;
availability of devices;
timing of new product launches;
content and equipment costs;
the integration of acquisitions; and
industry structure and stability.

Except as otherwise indicated, this MD&A and our forward-looking information do not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations, or other transactions that may be considered or announced or may occur after the date on which the statement containing the forward-looking information is made.

Risks and uncertainties
Actual events and results can be substantially different from what is expressed or implied by forward-looking information as a result of risks, uncertainties, and other factors, many of which are beyond our control, including, but not limited to:
regulatory changes;
technological changes;
economic conditions;
unanticipated changes in content or equipment costs;
changing conditions in the entertainment, information, and communications industries;
 
the integration of acquisitions;
litigation and tax matters;
the level of competitive intensity;
the emergence of new opportunities; and
new interpretations and new accounting standards from accounting standards bodies.


These factors can also affect our objectives, strategies, and intentions. Many of these factors are beyond our control or our current expectations or knowledge. Should one or more of these risks, uncertainties, or other factors materialize, our objectives, strategies, or intentions change, or any other factors or assumptions underlying the forward-looking information prove incorrect, our actual results and our plans could vary significantly from what we currently foresee.


Rogers Communications Inc.
36
Third Quarter 2017


Accordingly, we warn investors to exercise caution when considering statements containing forward-looking information and caution them that it would be unreasonable to rely on such statements as creating legal rights regarding our future results or plans. We are under no obligation (and we expressly disclaim any such obligation) to update or alter any statements containing forward-looking information or the factors or assumptions underlying them, whether as a result of new information, future events, or otherwise, except as required by law. All of the forward-looking information in this MD&A is qualified by the cautionary statements herein.

Before making an investment decision
Before making any investment decisions and for a detailed discussion of the risks, uncertainties, and environment associated with our business, fully review the sections of this MD&A entitled "Updates to Risks and Uncertainties" and "Regulatory Developments" and fully review the sections in our 2016 Annual MD&A entitled "Regulation in Our Industry" and "Governance and Risk Management", as well as our various other filings with Canadian and US securities regulators, which can be found at sedar.com and sec.gov, respectively. Information on or connected to our website is not part of or incorporated into this MD&A.

# # #


Rogers Communications Inc.
37
Third Quarter 2017