LONG-TERM DEBT

12 Months Ended

Dec. 31, 2018

SHORT-TERM BORROWINGS

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



	As at December 31
(In millions of dollars)	2018	2017

Accounts receivable securitization program	650	650
US commercial paper program	1,605	935

Total short-term borrowings	2,255	1,585

Below is a summary of the activity relating to our short-term borrowings for the years ended December 31, 2018 and 2017.



	Year ended December 31, 2018					Year ended December 31, 2017
	Notional		Exchange	Notional		Notional		Exchange	Notional
(In millions of dollars, except exchange rates)	(US$)		rate	(Cdn$)		(US$)		rate	(Cdn$)

Proceeds received from US commercial paper	15,262		1.29	19,752		8,267		1.30	10,712
Repayment of US commercial paper	(14,858	)	1.30	(19,244	)	(7,530	)	1.29	(9,704	)
Net proceeds received from US commercial paper				508					1,008

Proceeds received from accounts receivable securitization				225					530
Repayment of accounts receivable securitization				(225	)				(680	)
Net repayment of accounts receivable securitization				—					(150	)

Net proceeds received on short-term borrowings				508					858

ACCOUNTS RECEIVABLE SECURITIZATION PROGRAM

We participate in an accounts receivable securitization program with a Canadian financial institution that allows us to sell certain trade receivables into the program. As at December 31, 2018, the proceeds of the sales were committed up to a maximum of $1,050 million (2017 - $1,050 million). Effective October 27, 2017, we extended the term of the program to November 1, 2020.



	As at December 31
(In millions of dollars)	2018		2017

Trade accounts receivable sold to buyer as security	1,391		1,355
Short-term borrowings from buyer	(650	)	(650	)

Overcollateralization	741		705



	Years ended December 31
(In millions of dollars)	2018	2017

Accounts receivable securitization program, beginning of year	650	800
Net repayment of accounts receivable securitization	—	(150	)

Accounts receivable securitization program, end of year	650	650

We continue to service and retain substantially all of the risks and rewards relating to the accounts receivable we sell, and therefore, the receivables remain recognized on our Consolidated Statements of Financial Position and the funding received is recognized as short-term borrowings. The buyer's interest in these trade receivables ranks ahead of our interest. The program restricts us from using the receivables as collateral for any other purpose. The buyer of our trade receivables has no claim on any of our other assets.

US COMMERCIAL PAPER PROGRAM

In 2017, we entered into a US CP program that allowed us to issue up to a maximum aggregate principal amount of US$1 billion. In December 2017, we increased the maximum aggregate principal amount allowed under our US CP program to US$1.5 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. Borrowings under our US CP program are classified as short-term borrowings on our Consolidated Statements of Financial Position when they are due within one year from the date of the financial statements.

Below is a summary of the activity relating to our long-term debt for the years ended December 31, 2018 and 2017.



	Year ended December 31, 2018			Year ended December 31, 2017
	Notional	Exchange	Notional	Notional	Exchange	Notional
(In millions of dollars, except exchange rates)	(US$)	rate	(Cdn$)	(US$)	rate	(Cdn$)

US commercial paper, beginning of year	746	1.25	935	—	—	—
Net proceeds received from US commercial paper	404	1.26	508	737	1.37	1,008
Discounts on issuance ¹	27	1.33	36	9	1.33	12
Loss (gain) on foreign exchange ¹			126			(85	)

US commercial paper, end of year	1,178	1.36	1,605	746	1.25	935

¹Included in finance costs.

Concurrent with the commercial paper issuances, we entered into debt derivatives to hedge the foreign currency risk associated with the principal and interest components of the borrowings under the US CP program (see note 16). We have not designated these debt derivatives as hedges for accounting purposes.

LONG-TERM DEBT



						As at December 31
(In millions of dollars, except interest rates)	Due date		Principal amount	Interest rate		2018		2017

Senior notes	2018	US	1,400	6.800	%	—		1,756
Senior notes	2019		400	2.800	%	400		400
Senior notes	2019		500	5.380	%	500		500
Senior notes	2020		900	4.700	%	900		900
Senior notes	2021		1,450	5.340	%	1,450		1,450
Senior notes	2022		600	4.000	%	600		600
Senior notes	2023	US	500	3.000	%	682		627
Senior notes	2023	US	850	4.100	%	1,160		1,066
Senior notes	2024		600	4.000	%	600		600
Senior notes	2025	US	700	3.625	%	955		878
Senior notes	2026	US	500	2.900	%	682		627
Senior debentures¹	2032	US	200	8.750	%	273		251
Senior notes	2038	US	350	7.500	%	478		439
Senior notes	2039		500	6.680	%	500		500
Senior notes	2040		800	6.110	%	800		800
Senior notes	2041		400	6.560	%	400		400
Senior notes	2043	US	500	4.500	%	682		627
Senior notes	2043	US	650	5.450	%	887		816
Senior notes	2044	US	1,050	5.000	%	1,433		1,318
Senior notes	2048	US	750	4.300	%	1,022		—
						14,404		14,555
Deferred transaction costs and discounts						(114	)	(107	)
Less current portion						(900	)	(1,756	)

Total long-term debt						13,390		12,692


¹	Senior debentures originally issued by Rogers Cable Inc. which are unsecured obligations of RCI and for which RCCI was an unsecured guarantor as at December 31, 2018 and 2017.

Each of the above senior notes and debentures are unsecured and, as at December 31, 2018, were guaranteed by RCCI, ranking equally with all of RCI's other senior notes, debentures, bank credit facilities, and letter of credit facilities. We use derivatives to hedge the foreign exchange risk associated with the principal and interest components of all of our US dollar-denominated senior notes and debentures (see note 16).

The tables below summarize the activity relating to our long-term debt for the years ended December 31, 2018 and 2017.



	Year ended December 31, 2018					Year ended December 31, 2017
(In millions of dollars, except exchange rates)	Notional		Exchange	Notional		Notional		Exchange	Notional
	(US$)		rate	(Cdn$)		(US$)		rate	(Cdn$)

Credit facility borrowings (Cdn$)				—					1,730
Credit facility borrowings (US$)	125		1.26	157		960		1.32	1,269
Total credit facility borrowings				157					2,999

Credit facility repayments (Cdn$)				—					(1,830	)
Credit facility repayments (US$)	(125	)	1.26	(157	)	(1,110	)	1.31	(1,453	)
Total credit facility repayments				(157	)				(3,283	)

Net repayments under credit facilities				—					(284	)

Senior note issuances (US$)	750		1.25	938		—		—	—

Senior note repayments (Cdn$)				—					(750	)
Senior notes repayments (US$)	(1,400	)	1.26	(1,761	)	—		—	—
Total senior notes repayments				(1,761	)				(750	)

Net repayment of senior notes				(823	)				(750	)

Net repayment of long-term debt				(823	)				(1,034	)



	Years ended December 31
(In millions of dollars)	2018		2017

Long-term debt net of transaction costs, beginning of year	14,448		16,080
Net repayment of long-term debt	(823	)	(1,034	)
Loss (gain) on foreign exchange	672		(608	)
Deferred transaction costs incurred	(18	)	(3	)
Amortization of deferred transaction costs	11		13

Long-term debt net of transaction costs, end of year	14,290		14,448

WEIGHTED AVERAGE INTEREST RATE

As at December 31, 2018, our effective weighted average interest rate on all debt and short-term borrowings, including the effect of all of the associated debt derivatives and bond forwards, was 4.45% (2017 - 4.70%).

BANK CREDIT AND LETTER OF CREDIT FACILITIES

Our $3.2 billion revolving credit facility is available on a fully revolving basis until maturity and there are no scheduled reductions prior to maturity. The interest rate charged on borrowings from the revolving credit facility ranges from nil to 1.25% per annum over the bank prime rate or base rate, or 0.85% to 2.25% over the bankers' acceptance rate or London Inter-Bank Offered Rate.

In 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.

In 2018, we amended our revolving credit facility to, among other things, extend the maturity date of the $2.5 billion tranche from March 2022 to September 2023 and to extend the maturity date on the $700 million tranche from March 2020 to September 2021.

In 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.

As at December 31, 2018, we had available liquidity of $1.6 billion (2017 - $2.3 billion) under our $4.2 billion bank and letter of credit facilities (2017 - $3.3 billion), of which we had utilized $1.0 billion (2017 - $0.1 billion) for letters of credit and reserved $1.6 billion to backstop amounts outstanding under our US CP program borrowings (2017 - $0.9 billion).

SENIOR NOTES AND DEBENTURES

We pay interest on all of our fixed-rate senior notes and debentures on a semi-annual basis. We paid interest on our floating rate senior notes on a quarterly basis.

We have the option to redeem each of our fixed-rate senior notes and debentures, in whole or in part, at any time, if we pay the premiums specified in the corresponding agreements.

Issuance of senior notes

Below is a summary of the senior notes that we issued in 2018. We did not issue any senior notes in 2017.



(In millions of dollars, except interest rates and discounts)
Date issued		Principal amount	Due date	Interest rate		Discount/ premium at issuance		Total gross proceeds ¹ (Cdn$)	Transaction costs and discounts ² (Cdn$)

2018 issuances
February 8, 2018	US	750	2048	4.300	%	99.398	%	938	16


¹	Gross proceeds before transaction costs and discounts.


²	Transaction costs and discounts are included as deferred transaction costs and discounts in the carrying value of the long-term debt, and recognized in net income using the effective interest method.

Concurrent with the 2018 issuance, we entered into debt derivatives to convert all interest and principal payment obligations to Canadian dollars (see note 16).

Repayment of senior notes and related derivative settlements

Below is a summary of the repayment of our senior notes during 2018 and 2017. The associated debt derivatives for the 2018 repayment were settled at maturity. There were no debt derivatives associated with the 2017 repayments.



(In millions of dollars)
Maturity date	Notional amount (US$)	Notional amount (Cdn$)

2018 repayments
April 2018	1,400	1,761

2017 repayments
March 2017	—	250
June 2017	—	500
Total for 2017	—	750

In April 2018, we repaid the entire outstanding principal amount of our US$1.4 billion ($1.8 billion) 6.8% senior notes otherwise due in August 2018. At the same time, the associated debt derivatives were settled for net proceeds received of $326 million. As a result, we repaid a net amount of $1.5 billion including settlement of the associated debt derivatives, which was separately funded through our US CP program and our bank credit facility. For the year ended December 31, 2018, we recognized a $28 million loss on repayment of long-term debt reflecting our obligation to pay redemption premiums upon repayment (see note 10).

PRINCIPAL REPAYMENTS

Below is a summary of the principal repayments on our long-term debt due in each of the next five years and thereafter as at December 31, 2018.



(In millions of dollars)
2019	900
2020	900
2021	1,450
2022	600
2023	1,842
Thereafter	8,712
Total long-term debt	14,404

TERMS AND CONDITIONS

As at December 31, 2018 and 2017, we were in compliance with all financial covenants, financial ratios, and all of the terms and conditions of our long-term debt agreements. There were no financial leverage covenants in effect other than those under our bank credit and letter of credit facilities.

The 8.75% debentures due in 2032 contain debt incurrence tests and restrictions on additional investments, sales of assets, and payment of dividends, all of which are suspended in the event the public debt securities are assigned investment-grade ratings by at least two of three specified credit rating agencies. As at December 31, 2018, these public debt securities were assigned an investment-grade rating by each of the three specified credit rating agencies and, accordingly, these restrictions have been suspended as long as the investment-grade ratings are maintained. Our other senior notes do not have any of these restrictions, regardless of the related credit ratings. The repayment dates of certain debt agreements can also be accelerated if there is a change in control of RCI.