6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________

FORM 6-K

________________________________________________

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

________________________________________________

For the month of October, 2019

Commission File Number 001-10805

________________________________________________

ROGERS COMMUNICATIONS INC.

(Translation of registrant’s name into English)

________________________________________________

333 Bloor Street East

10th Floor

Toronto, Ontario M4W 1G9

Canada

(Address of principal executive offices)

________________________________________________

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

Form 20-F  o             Form 40-F  þ

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

Yes  o             No  þ

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

Yes  o             No  þ

Signatures

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

ROGERS COMMUNICATIONS INC.
By:	/s/ Anthony Staffieri
	Name: Anthony Staffieri
	Title: Chief Financial Officer

Date: October 23, 2019

Exhibit Index

Exhibit Number	Description of Document
99.1	Management's Discussion and Analysis of Rogers Communications Inc. for the third quarter ended September 30, 2019
99.2	Interim Condensed Consolidated Financial Statements of Rogers Communications Inc. for the third quarter ended September 30, 2019
99.3	Earnings Release of Rogers Communications Inc. for the third quarter ended September 30, 2019

EX-99.1

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, 2019, as well as forward-looking information about future periods. This MD&A should be read in conjunction with our Third Quarter 2019 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 2018 Annual MD&A; our 2018 Annual 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.

Effective January 1, 2019, we adopted the new accounting standard, IFRS 16, Leases (IFRS 16), that is discussed in "Critical Accounting Policies and Estimates" in this MD&A. The adoption of IFRS 16 had a significant effect on our reported results. Due to our selected transition method, we have not restated our prior year comparatives.

Effective January 1, 2019, we have redefined free cash flow, a non-GAAP measure, such that we no longer adjust for the "net change in contract asset and deferred commission cost asset balances". We have redefined free cash flow to simplify this measure and believe removing this adjustment will make us more comparable within our industry. We have restated prior period free cash flow for this change. See "Non-GAAP Measures" for more information.

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 2018 Annual MD&A. In April 2019, we sold our publishing division, including our print and digital magazine brands, to St. Joseph Communications.

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.

All dollar amounts in this MD&A are in Canadian dollars unless otherwise stated and are unaudited. All percentage changes are calculated using the rounded numbers as they appear in the tables. This MD&A is current as at October 22, 2019 and was approved by RCI's Board of Directors (the Board) on that date. This MD&A includes forward-looking statements and assumptions. See "About Forward-Looking Information" for more information.

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 third quarter refer to the three months ended September 30, 2019, first quarter refers to the three months ended March 31, 2019, second quarter refers to the three months ended June 30, 2019, and year to date refers to the nine months ended September 30, 2019 unless the context indicates otherwise. All results commentary is compared to the equivalent periods in 2018 or as at December 31, 2018, as applicable, unless otherwise indicated.

Rogers Communications Inc. 1 Third Quarter 2019

Reportable segments

We report our results of operations in three reportable 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, telephony (phone), and smart home monitoring services for Canadian consumers and businesses, and 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 business, 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, and digital media.

Wireless and Cable 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

3	Quarterly Financial Highlights	24	Financial Risk Management
4	Financial Guidance	27	Commitments and Contractual Obligations
4	Rogers Infinite™ Highlights	28	Regulatory Developments
5	Strategic Highlights	29	Updates to Risks and Uncertainties
6	Summary of Consolidated Financial Results	30	Critical Accounting Policies and Estimates
7	Results of our Reportable Segments	33	Key Performance Indicators
13	Review of Consolidated Performance	34	Non-GAAP Measures
16	Managing our Liquidity and Financial Resources	38	Other Information
21	Overview of Financial Position	40	About Forward-Looking Information
22	Financial Condition

Rogers Communications Inc. 2 Third Quarter 2019

Quarterly Financial Highlights

Revenue

Total revenue was stable this quarter and total service revenue decreased by 1%, largely driven by a 2% decrease in Wireless service revenue. The Wireless service revenue decrease was primarily a result of the faster-than-expected subscriber adoption of our new Rogers Infinite™ unlimited data plans and the related decrease in overage revenue and an elevated competitive market environment.

Cable revenue increased by 1% this quarter, as Internet revenue growth of 7% continued to drive this segment.

Media revenue decreased by 1% this quarter, primarily as a result of the sale of our publishing business earlier this year and lower Toronto Blue Jays revenue, partially offset by higher Today's Shopping Choice and Sportsnet revenue. Excluding the impact of the sale of our publishing business, Media revenue would have increased by 2% this quarter.

Adjusted EBITDA and margins

This quarter, consolidated adjusted EBITDA increased by 6% and our adjusted EBITDA margin expanded by 260 basis points. The adoption of IFRS 16 resulted in an increase in adjusted EBITDA compared to last year as we have not restated 2018 comparatives; this contributed 3 percentage points of the growth, the majority of which impacts Wireless.

Wireless adjusted EBITDA increased by 4%, leading to a margin of 49.0%, an expansion of 190 basis points from last year, primarily as a result of the impact of adopting IFRS 16.

Cable adjusted EBITDA increased by 2% this quarter, primarily as a result of higher Internet revenue, as discussed above. This gave rise to a margin of 50.2% this quarter, up 40 basis points from last year.

Media adjusted EBITDA increased by 78%this quarter, primarily as a result of lower player compensation at the Toronto Blue Jays. This increase led to a margin of 26.9%.

Net income and adjusted net income

Net income and adjusted net income were both stable this quarter. The increase in adjusted EBITDA was primarily offset by higher depreciation and amortization and higher finance costs.

Substantial cash flow affords financial flexibility and supports network evolution

We continued to generate substantial cash flow from operating activities of $1,305 million this quarter, in line with 2018, and free cash flow of$767 million this quarter, up 22%.

Our solid financial results enabled us to continue to make investments in our network and spectrum holdings, strengthen our balance sheet and liquidity, and still return substantial cash to shareholders through dividends and share repurchases. We paid $256 million in dividends this quarter, repurchased for cancellation 1.4 million Class B Non-Voting common shares (Class B Non-Voting Shares) for $93 million under our normal course issuer bid (NCIB) program, and ended the quarter with a debt leverage ratio of 2.8, up from 2.5 at the end of 2018, as a result of our acquisition of $1.7 billion of 600 MHz spectrum licences this year and our adoption of IFRS 16.

Rogers Communications Inc. 3 Third Quarter 2019

Financial Guidance

We are adjusting our guidance ranges for full-year 2019 consolidated revenue, adjusted EBITDA, capital expenditures, and free cash flow from the original ranges provided on January 24, 2019. The revised guidance ranges are presented below. The downward adjustment primarily reflects faster-than-expected adoption of our new Rogers Infinite™ unlimited data plans and the related reduction in overage revenue, lower Wireless equipment revenue resulting from the highly competitive environment, and certain efficiencies recognized this year on capital expenditures. Information about our guidance is forward-looking and should be read in conjunction with "About Forward-Looking Information" in this MD&A, including the various assumptions underlying it, and in our 2018 Annual MD&A and the related disclosure and information about various economic, competitive, legal, and regulatory assumptions, factors, and risks that may cause our actual future financial and operating results to differ from what we currently expect.

	2018	2019 Original			2019 Revised
(In millions of dollars, except percentages)	Actual	Guidance Ranges 1			Guidance Ranges 1,2,3
Consolidated Guidance
Revenue	15,096	Increase of 3%	to	5%	Decrease of 1%	to	increase of 1%
Adjusted EBITDA 4	5,983	Increase of 7%	to	9%	Increase of 3%	to	5%
Capital expenditures 5	2,790	2,850	to	3,050	2,750	to	2,850
Free cash flow 4,6	2,134	Increase of 200	to	300	Increase of 100	to	200

¹  Guidance ranges presented as percentages reflect percentage increases over full-year 2018 results. 2019 amounts, most notably adjusted EBITDA and free cash flow, for purposes of assessing our performance against guidance have been calculated in accordance with accounting policies after adopting IFRS 16 on January 1, 2019. The ongoing impacts are addressed in our results prospectively from that date. Had we adopted IFRS 16 on a retrospective basis, 2018 adjusted EBITDA and free cash flow would each have been $174 million higher. See "Critical Accounting Policies and Estimates" for more information.

²  The revised guidance ranges above assume lower Wireless overage revenue as a result of the faster-than-expected adoption of our new Rogers Infinite™ unlimited data plans.

³  The revised guidance ranges above assume the proceedings related to the CRTC's order on the rates we can charge to resellers of high-speed Internet access services, including our third-party Internet access (TPIA) service, do not have an impact on our results this year. See "Regulatory Developments" and "Updates to Risks and Uncertainties" for more information.

⁴  Adjusted EBITDA 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.

⁵  Includes additions to property, plant and equipment net of proceeds on disposition, but does not include expenditures for spectrum licences or additions to right-of-use assets.

⁶  Effective January 1, 2019, we have redefined free cash flow such that we no longer adjust for the "net change in contract asset and deferred commission cost asset balances". We have redefined free cash flow to simplify this measure and believe removing it will make us more comparable within our industry. Free cash flow presented above reflects this change.

Rogers Infinite™ Highlights

Late in the second quarter of 2019, we launched our new Rogers Infinite™ unlimited data plans. Fido customers are also now benefitting from Data Overage Protection, which lets customers pause and purchase data from their phone when they reach their data usage limits. Some of the highlights of our Rogers Infinite™ plans include:

Subscribers

• Approximately 1 million subscribers, or triple the number we had expected at this time, are currently benefitting from our Rogers Infinite™ unlimited data plans.

• Approximately 60% of our existing customers that have migrated to these plans have upgraded to higher price plans, whereas about 40% of our customers have downgraded.

• These migrated customers are, on average, using over 50% more data than they had previously used.

Overage revenue and blended ARPU

• Overall, data overage fees represented approximately 5% of Wireless service revenue annually.

• Compared to the third quarter of 2018, our overage revenue decreased by approximately $50 million this quarter due to the strong adoption of our unlimited data plans.

• By this time next year, we expect approximately 80% of our overage revenue will have been eliminated and it will then represent only 1% of our Wireless service revenue.

• Wireless blended ARPU declined 2% this quarter, primarily as a result of the decrease in overage revenue.

• Excluding the short-term impacts of this decline in overage revenue, blended ARPU this quarter would have been stable relative to 2018.

• Excluding the decline in overage revenue, blended ARPU growth for our Rogers Infinite™ subscriber base would have been approximately 1% to 2%.

• Overage revenue declines and related blended ARPU impacts are expected to occur over the next four to five quarters compared to an initial expectation of six to eight quarters.

• By the second half of 2020, we anticipate a return to overall blended ARPU growth.

Rogers Communications Inc. 4 Third Quarter 2019

Customer service

• Customers on Rogers Infinite™ plans have an almost 30% higher “likelihood to recommend” score compared to customers on our other plans.

• Calls related to billing and overages, our top call drivers, are down 50% for Rogers Infinite™ customers.

• Online hardware upgrades for customers migrating to Rogers Infinite™ plans has increased by 30% per month since launch.

Strategic Highlights

Our six company priorities guide our work and decision-making as we further improve our operational execution and make well-timed investments to grow our core businesses and deliver increased shareholder value. Below are some highlights.

Create best-in-class customer experiences by putting our customers first in everything we do

• Announced a new customer solutions centre in Kelowna, BC, adding 350 new customer solutions specialists to serve our customers.

• Announced Pro On-the-Go™, a new, personalized retail service that delivers and sets up new wireless devices to the customer's location of choice.

• Launched Fido Data Overage Protection, which pauses data when a customer's limit is reached so they can enjoy their services worry-free.

• Grew customer digital adoption and reduced call volume by over one million calls.

Invest in our networks and technology to deliver leading performance and reliability

• Awarded "Best in Test" for overall wireless customer experience nationally by P3, the international leader in benchmarking mobile networks, based on measurement testing conducted between May 6 and July 15, 2019.

• Launched the Ignite Wi-Fi Hub app and introduced Wall-to-Wall Wi-Fi pods to manage home Wi-Fi networks and enhance Wi-Fi connectivity in homes.

• Announced a reciprocal roaming arrangement with AT&T to extend LTE-M coverage for IoT customers throughout Canada and the United States.

Deliver innovative solutions and compelling content that our customers will love

• Launched Ignite TV in New Brunswick and grew our subscriber base across our Cable footprint by over 40% sequentially.

• Launched Sportsnet NOW on Ignite TV, with Amazon Prime launching by year-end.

• Broke records with the most-watched Rogers Cup in Sportsnet history, including the most-watched women's final, reaching 1.4 million Canadians on Sportsnet.

Drive profitable growth in all the markets we serve

• Grew adjusted EBITDA by 6%.

• Attracted 103,000 net new wireless postpaid subscribers and 41,000 net new Internet subscribers.

• Returned over $300 million to shareholders through dividend payments and share repurchases.

Develop our people and a high performance culture

• Recognized, in July 2019, as one of the 50 Most Engaged Workplaces in North America by Achievers for our leadership and innovation in engaging our employees and workplaces.

• Awarded the 2019 Brandon Hall Group Excellence in Learning Awards for Best Customer Training Program in August 2019.

• Supported Pride parades across Canada with 1,000 team members participating.

Be a strong, socially responsible leader in our communities across Canada

• Supported 1,000 Ted Rogers Scholarship Fund recipients, including those enrolled in post-secondary education institutions in the 2019-2020 academic year.

• Increased download speeds for our Connected for Success and Connected Families participants to 25 Mbps.

• Deployed a cooling optimization program across our network head-ends and data centres, which reduced annual electricity use by 2 gigawatt-hours.

Rogers Communications Inc. 5 Third Quarter 2019

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)	2019			2018 1			% Chg		2019			2018 1			% Chg
Revenue
Wireless	2,324			2,331			—		6,757			6,736			—
Cable	994			983			1		2,967			2,943			1
Media	483			488			(1	)	1,542			1,628			(5	)
Corporate items and intercompany eliminations	(47		)	(33		)	42		(145		)	(149		)	(3	)
Revenue	3,754			3,769			—		11,121			11,158			—
Total service revenue 2	3,233			3,271			(1	)	9,721			9,698			—
Adjusted EBITDA 3
Wireless	1,138			1,099			4		3,281			3,062			7
Cable	499			490			2		1,422			1,385			3
Media	130			73			78		118			156			(24	)
Corporate items and intercompany eliminations	(55		)	(42		)	31		(139		)	(141		)	(1	)
Adjusted EBITDA	1,712			1,620			6		4,682			4,462			5
Adjusted EBITDA margin 3	45.6		%	43.0		%	2.6	pts	42.1		%	40.0		%	2.1	pts
Net income	593			594			—		1,575			1,557			1
Basic earnings per share		$1.16			$1.15		1			$3.07			$3.02		2
Diluted earnings per share		$1.14			$1.15		(1	)		$3.05			$3.01		1
Adjusted net income 3	622			625			—		1,624			1,656			(2	)
Adjusted basic earnings per share 3		$1.22			$1.21		1			$3.17			$3.22		(2	)
Adjusted diluted earnings per share 3		$1.19			$1.21		(2	)		$3.15			$3.21		(2	)
Capital expenditures	657			700			(6	)	2,016			1,962			3
Cash provided by operating activities	1,305			1,304			—		3,360			3,237			4
Free cash flow 3,4	767			627			22		1,781			1,663			7

¹  Effective January 1, 2019, we adopted IFRS 16, with the ongoing impacts of this standard included in our results prospectively from that date. Our 2018 results have not been restated for the effects of IFRS 16. See "Critical Accounting Policies and Estimates".

² As defined. See "Key Performance Indicators".

³  Adjusted EBITDA, adjusted EBITDA 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.

⁴  2018 free cash flow has been restated. See "Non-GAAP Measures" for more information.

Rogers Communications Inc. 6 Third Quarter 2019

Results of our Reportable Segments

WIRELESS

Wireless Financial Results

	Three months ended September 30						Nine months ended September 30
(In millions of dollars, except margins)	2019		2018		% Chg		2019		2018		% Chg
Revenue
Service revenue	1,808		1,837		(2	)	5,368		5,285		2
Equipment revenue	516		494		4		1,389		1,451		(4	)
Revenue	2,324		2,331		—		6,757		6,736		—
Operating expenses
Cost of equipment	530		520		2		1,498		1,569		(5	)
Other operating expenses	656		712		(8	)	1,978		2,105		(6	)
Operating expenses	1,186		1,232		(4	)	3,476		3,674		(5	)
Adjusted EBITDA	1,138		1,099		4		3,281		3,062		7
Adjusted EBITDA margin	49.0	%	47.1	%	1.9	pts	48.6	%	45.5	%	3.1	pts
Capital expenditures	288		277		4		960		777		24

Wireless Subscriber Results¹ 

	Three months ended September 30							Nine months ended September 30
(In thousands, except churn, blended ABPU, and blended ARPU)	2019			2018		Chg		2019			2018		Chg
Postpaid
Gross additions	437			418		19		1,083			1,184		(101	)
Net additions	103			124		(21	)	203			341		(138	)
Total postpaid subscribers 2	9,360			9,045		315		9,360			9,045		315
Churn (monthly)	1.20		%	1.09	%	0.11	pts	1.06		%	1.06	%	—
Prepaid
Gross additions	235			240		(5	)	605			594		11
Net additions (losses)	27			60		(33	)	(21		)	(13	)	(8	)
Total prepaid subscribers 2,3	1,478			1,765		(287	)	1,478			1,765		(287	)
Churn (monthly)	4.74		%	3.48	%	1.26	pts	4.62		%	3.90	%	0.72	pts
Blended ABPU (monthly)		$67.20		$66.20		$1.00			$66.25		$64.56		$1.69
Blended ARPU (monthly)		$56.01		$57.21		($1.20	)		$55.56		$55.50		$0.06

¹  Subscriber counts, subscriber churn, blended ABPU, and blended ARPU are key performance indicators. See "Key Performance Indicators".

²  As at end of period.

³  Effective April 1, 2019, we adjusted our Wireless prepaid subscriber base to remove 127,000 subscribers as a result of a change to our deactivation policy from 180 days to 90 days to be more consistent within the industry.

Service revenue

The 2%decrease in service revenue this quarter was a result of:

• a 2%decrease in blended ARPU this quarter, due to a decrease in overage revenue from the faster-than-expected adoption of our new Rogers Infinite™ unlimited data plans, and elevated competitive intensity in the marketplace; partially offset by

• a larger postpaid subscriber base.

The year to date service revenue increase of 2% was a result of a larger postpaid subscriber base, partially offset by the decrease in overage revenue from the mid-year launch of our new Rogers Infinite™ unlimited data plans.

The 2%increase in blended ABPU this quarter and 3%increase year to date were primarily a result of the increased mix of subscribers on higher-rate plans from our various brands.

Rogers Communications Inc. 7 Third Quarter 2019

The increase in postpaid churn and corresponding decreased net additions this quarter was a result of heightened competitive intensity.

The decreases in gross and net postpaid subscriber additions year to date were primarily a result of our disciplined approach around subscriber base management and an overall softness in the market in the first half of the year. We believe the stable year to date churn was also affected by our strategic focus on enhancing the customer experience by improving our customer service (such as through the launch of our Rogers Infinite™ unlimited data plans) and continually increasing the quality of our network.

Equipment revenue

The 4%increase in equipment revenue this quarter was a result of:

• a shift in the product mix of device sales towards higher-value devices; and

• higher postpaid gross additions; partially offset by

• a decrease in device upgrades by existing subscribers.

Year to date equipment revenue decreased4% primarily as a result of a decrease in device upgrades by existing subscribers, partially offset by the aforementioned product mix shift towards higher-value devices.

Operating expenses

Cost of equipment

The 2%increase in the cost of equipment this quarter and 5%decrease year to date were a result of the same factors discussed in equipment revenue above.

Other operating expenses

The 8%decrease in other operating expenses this quarter and 6%decrease year to date were primarily a result of:

• the impact of the adoption of IFRS 16; and

• various cost efficiencies.

Adjusted EBITDA

The 4%increase in adjusted EBITDA this quarter and the 7%increase year to date were a result of the revenue and expense changes discussed above.

Rogers Communications Inc. 8 Third Quarter 2019

CABLE

Cable Financial Results

	Three months ended September 30						Nine months ended September 30
(In millions of dollars, except margins)	2019		2018		% Chg		2019		2018		% Chg
Revenue
Internet	570		534		7		1,684		1,578		7
Television	363		357		2		1,075		1,079		—
Phone	56		88		(36	)	197		277		(29	)
Service revenue	989		979		1		2,956		2,934		1
Equipment revenue	5		4		25		11		9		22
Revenue	994		983		1		2,967		2,943		1
Operating expenses
Cost of equipment	7		6		17		18		15		20
Other operating expenses	488		487		—		1,527		1,543		(1	)
Operating expenses	495		493		—		1,545		1,558		(1	)
Adjusted EBITDA	499		490		2		1,422		1,385		3
Adjusted EBITDA margin	50.2	%	49.8	%	0.4	pts	47.9	%	47.1	%	0.8	pts
Capital expenditures	290		358		(19	)	864		1,007		(14	)

Cable Subscriber Results¹ 

	Three months ended September 30						Nine months ended September 30
(In thousands)	2019		2018		Chg		2019		2018		Chg
Internet
Net additions	41		35		6		77		84		(7	)
Total Internet subscribers 2	2,507		2,405		102		2,507		2,405		102
Television
Net losses	(35	)	(18	)	(17	)	(89	)	(39	)	(50	)
Total Television subscribers 2	1,596		1,701		(105	)	1,596		1,701		(105	)
Phone
Net (losses) additions	(13	)	—		(13	)	(33	)	12		(45	)
Total Phone subscribers 2	1,083		1,120		(37	)	1,083		1,120		(37	)
Homes passed 2	4,434		4,354		80		4,434		4,354		80
Total service units 3
Net (losses) additions	(7	)	17		(24	)	(45	)	57		(102	)
Total service units 2	5,186		5,226		(40	)	5,186		5,226		(40	)

¹  Subscriber counts are key performance indicators. See "Key Performance Indicators".

²  As at end of period.

³  Includes Internet, Television, and Phone.

Revenue

The 1%increases in revenue this quarter and year to date were a result of:

• the impact of Internet and Television service pricing changes;

• a larger Internet subscriber base; and

• the movement of Television customers to higher content tiers; partially offset by

• new bundled pricing constructs that provide a larger Phone discount; and

• a lower subscriber base for our Television and Phone products.

Rogers Communications Inc. 9 Third Quarter 2019

Internet revenue

The 7%increases in Internet revenue this quarter and year to date were a result of:

• the impact of Internet service pricing changes; and

• a larger Internet subscriber base; partially offset by

• promotional pricing provided to subscribers.

Television revenue

The 2%increase in Television revenue this quarter was a result of:

• the impact of Television service pricing changes;

• lower promotional pricing provided to subscribers;

• the migration of subscribers from our legacy TV product to Ignite TV; and

• the movement of customers to higher content tiers; partially offset by

• the decline in Television subscribers.

Year to date Television revenue was stable relative to 2018.

Phone revenue

The 36%decrease in Phone revenue this quarter and 29%decrease year to date were primarily a result of:

• new bundled pricing constructs that provide a larger Phone discount; and

• the general decline in Phone subscribers over the past year.

Operating expenses

Operating expenses this quarter were stable relative to 2018. The 1%decrease year to date was a result of the impact of the adoption of IFRS 16.

Adjusted EBITDA

The 2%increase in adjusted EBITDA this quarter and 3%increase year to date were a result of the revenue and expense changes discussed above.

Rogers Communications Inc. 10 Third Quarter 2019

MEDIA

Media Financial Results

	Three months ended September 30						Nine months ended September 30
(In millions of dollars, except margins)	2019		2018		% Chg		2019		2018		% Chg
Revenue	483		488		(1	)	1,542		1,628		(5	)
Operating expenses	353		415		(15	)	1,424		1,472		(3	)
Adjusted EBITDA	130		73		78		118		156		(24	)
Adjusted EBITDA margin	26.9	%	15.0	%	11.9	pts	7.7	%	9.6	%	(1.9	pts)
Capital expenditures	17		18		(6	)	56		47		19

Revenue

The 1%decrease in revenue this quarter and 5%decrease year to date were a result of:

• the sale of our publishing business in the second quarter; and

• lower Toronto Blue Jays revenue; partially offset by

• higher revenue generated by Today's Shopping Choice and Sportsnet.

The year to date decrease was also affected by a Major League Baseball distribution to the Toronto Blue Jays in the first quarter of 2018.

Excluding the sale of our publishing business and the impact of the distribution from Major League Baseball last year, Media revenue would have increased by 2% this quarter and remained stable year to date.

Operating expenses

The 15%decrease in operating expenses this quarter and 3%decrease year to date were a result of:

• lower Toronto Blue Jays player compensation, in part due to the salary timing impact of player trades in the first quarter of 2019; and

• lower publishing-related costs due to the sale of the business; partially offset by

• higher programming costs.

Adjusted EBITDA

The 78%increase in adjusted EBITDA this quarter and the 24%decrease year to date were each a result of the revenue and expense changes discussed above.

Rogers Communications Inc. 11 Third Quarter 2019

CAPITAL EXPENDITURES

	Three months ended September 30						Nine months ended September 30
(In millions of dollars, except capital intensity)	2019		2018		% Chg		2019		2018		% Chg
Capital expenditures 1
Wireless	288		277		4		960		777		24
Cable	290		358		(19	)	864		1,007		(14	)
Media	17		18		(6	)	56		47		19
Corporate	62		47		32		136		131		4
Capital expenditures 1	657		700		(6	)	2,016		1,962		3
Capital intensity 2	17.5	%	18.6	%	(1.1	pts)	18.1	%	17.6	%	0.5	pts

¹  Includes additions to property, plant and equipment net of proceeds on disposition, but does not include expenditures for spectrum licences or additions to right-of-use assets.

²  As defined. See "Key Performance Indicators".

Wireless

The increases in capital expenditures in Wireless this quarter and year to date were a result of investments made to upgrade our wireless network to continue delivering reliable performance for our customers. We have continued augmenting our existing LTE network with 4.5G technology investments that are also 5G-ready and we continue work on our 5G deployments in the new 600 MHz band as well as other bands.

Cable

The decreases in capital expenditures in Cable this quarter and year to date were a result of lower purchases of customer premise equipment and lower investments related to the initial setup and launch of Ignite TV, partially offset by greater investments in our network and in information technology.

Media

Capital expenditures in Media this quarter were stable relative to 2018. The year to date increase in Media capital expenditures was a result of higher investments in the Rogers Centre, partially offset by lower investments in our broadcast and IT infrastructure and the sale of our publishing business.

Corporate

The increases in capital expenditures in Corporate this quarter and year to date were a result of proceeds received on the sale of certain real estate assets last year and higher investments in our real estate facilities, partially offset by lower investments in information technology.

Capital intensity

Capital intensity decreased this quarter as a result of lower capital expenditures, as discussed above. The year to date increase in capital intensity was a result of higher capital expenditures.

Rogers Communications Inc. 12 Third Quarter 2019

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)	2019	2018		% Chg		2019	2018		% Chg
Adjusted EBITDA 1	1,712	1,620		6		4,682	4,462		5
Deduct (add):
Depreciation and amortization	627	558		12		1,850	1,647		12
Gain on disposition of property, plant and equipment	—	(5	)	(100	)	—	(16	)	(100	)
Restructuring, acquisition and other	42	47		(11	)	101	116		(13	)
Finance costs	215	176		22		610	588		4
Other expense (income)	16	15		7		2	(6	)	n/m
Income tax expense	219	235		(7	)	544	576		(6	)
Net income	593	594		—		1,575	1,557		1

n/m - not meaningful

¹  Adjusted EBITDA 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.

Depreciation and amortization

	Three months ended September 30				Nine months ended September 30
(In millions of dollars)	2019	2018	% Chg		2019	2018	% Chg
Depreciation of property, plant and equipment	578	552	5		1,709	1,617	6
Amortization	4	6	(33	)	13	30	(57	)
Depreciation and amortization before depreciation of right-of-use assets	582	558	4		1,722	1,647	5
Depreciation of right-of-use assets 1	45	—	n/m		128	—	n/m
Total depreciation and amortization	627	558	12		1,850	1,647	12

¹  See "Critical Accounting Policies and Estimates" for more information.

Total depreciation and amortization increased this quarter and year to date as a result of depreciation of right-of-use assets due to our adoption of IFRS 16 on January 1, 2019 and higher capital expenditures over the past several years. See "Capital Expenditures" for more information.

Restructuring, acquisition and other

This quarter and year to date, we incurred $42 million and $101 million (2018 - $47 million and $116 million), respectively, in restructuring, acquisition and other expenses. These costs were a result of severance costs associated with the targeted restructuring of our employee base and contract termination and other costs.

Rogers Communications Inc. 13 Third Quarter 2019

Finance costs

	Three months ended September 30						Nine months ended September 30
(In millions of dollars)	2019		2018		% Chg		2019		2018		% Chg
Interest on borrowings 1	194		173		12		554		536		3
Interest on post-employment benefits liability	2		5		(60	)	8		10		(20	)
Loss on repayment of long-term debt	—		—		—		—		28		(100	)
Loss (gain) on foreign exchange	20		(27	)	n/m		(52	)	46		n/m
Change in fair value of derivative instruments	(19	)	27		n/m		54		(32	)	n/m
Capitalized interest	(5	)	(5	)	—		(14	)	(15	)	(7	)
Other	8		3		167		16		15		7
Finance costs before interest on lease liabilities	200		176		14		566		588		(4	)
Interest on lease liabilities 2	15		—		n/m		44		—		n/m
Total finance costs	215		176		22		610		588		4

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

²  See "Critical Accounting Policies and Estimates" for more information.

The 22%increase in finance costs this quarter and 4%increase year to date were a result of:

• interest on lease liabilities as a result of our adoption of IFRS 16; and

• higher outstanding debt as a result of our debt issuances in April 2019, in large part to fund our acquisition of 600 MHz spectrum licences (see "Managing our Liquidity and Financial Resources").

Income tax expense

	Three months ended September 30				Nine months ended September 30
(In millions of dollars, except tax rates)	2019		2018		2019		2018
Statutory income tax rate	26.7	%	26.7	%	26.7	%	26.7	%
Income before income tax expense	812		829		2,119		2,133
Computed income tax expense	217		221		566		570
Increase (decrease) in income tax expense resulting from:
Non-(taxable) deductible stock-based compensation	(1	)	2		—		2
Non-deductible portion of equity losses	6		5		7		4
Income tax adjustment, legislative tax change	—		—		(23	)	—
Non-taxable portion of capital gains	(2	)	(1	)	(2	)	(9	)
Other items	(1	)	8		(4	)	9
Total income tax expense	219		235		544		576
Effective income tax rate	27.0	%	28.3	%	25.7	%	27.0	%
Cash income taxes paid	99		125		345		316

The effective income tax rate for the quarter was higher than the statutory tax rate primarily as a result of the non-deductible portion of equity losses. The year to date effective tax rate was lower than the statutory tax rate primarily as a result of a reduction to the Alberta corporate income tax rate over a four-year period.

Cash income taxes paid decreased this quarter and increased year to date as a result of the timing of installment payments.

Rogers Communications Inc. 14 Third Quarter 2019

Net income

	Three months ended September 30						Nine months ended September 30
(In millions of dollars, except per share amounts)	2019		2018		% Chg		2019		2018		% Chg
Net income	593		594		—		1,575		1,557		1
Basic earnings per share		$1.16		$1.15	1			$3.07		$3.02	2
Diluted earnings per share		$1.14		$1.15	(1	)		$3.05		$3.01	1

Adjusted net income

We calculate adjusted net income from adjusted EBITDA as follows:

	Three months ended September 30						Nine months ended September 30
(In millions of dollars, except per share amounts)	2019		2018		% Chg		2019		2018			% Chg
Adjusted EBITDA 1	1,712		1,620		6		4,682		4,462			5
Deduct:
Depreciation and amortization	627		558		12		1,850		1,647			12
Finance costs 2	215		176		22		610		560			9
Other income	16		15		7		2		(6		)	n/m
Income tax expense 3	232		246		(6	)	596		605			(1	)
Adjusted net income 1	622		625		—		1,624		1,656			(2	)
Adjusted basic earnings per share 1		$1.22		$1.21	1			$3.17		$3.22		(2	)
Adjusted diluted earnings per share 1		$1.19		$1.21	(2	)		$3.15		$3.21		(2	)

¹  Adjusted EBITDA, 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  Finance costs exclude a $28 million loss on repayment of long-term debt for the nine months ended September 30, 2018.

³  Income tax expense excludes recoveries of$13 million and $29 million (2018 - recoveries of $11 million and $29 million) for the three and nine months ended September 30, 2019, respectively, related to the income tax impact for adjusted items. Income tax expense also excludes a $23 million recovery (2018 - nil) as a result of legislative tax changes for the nine months ended September 30, 2019.

Rogers Communications Inc. 15 Third Quarter 2019

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)	2019		2018		2019		2018
Cash provided by operating activities before changes in non-cash working capital items, income taxes paid, and interest paid	1,683		1,544		4,565		4,200
Change in non-cash operating working capital items	(57	)	77		(279	)	(72	)
Cash provided by operating activities before income taxes paid and interest paid	1,626		1,621		4,286		4,128
Income taxes paid	(99	)	(125	)	(345	)	(316	)
Interest paid	(222	)	(192	)	(581	)	(575	)
Cash provided by operating activities	1,305		1,304		3,360		3,237
Investing activities:
Capital expenditures	(657	)	(700	)	(2,016	)	(1,962	)
Additions to program rights	(15	)	(16	)	(29	)	(28	)
Changes in non-cash working capital related to property, plant and equipment and intangible assets	(63	)	(37	)	(144	)	(232	)
Acquisitions and other strategic transactions, net of cash acquired	—		—		(1,731	)	—
Other	11		5		1		16
Cash used in investing activities	(724	)	(748	)	(3,919	)	(2,206	)
Financing activities:
Net (repayment) proceeds received on short-term borrowings	(311	)	(255	)	(523	)	252
Net issuance (repayment) of long-term debt	—		—		2,276		(823	)
Net (payments) proceeds on settlement of debt derivatives and forward contracts	(22	)	16		(126	)	362
Principal payments of lease liabilities 1	(45	)	—		(124	)	—
Transaction costs incurred	—		(2	)	(33	)	(18	)
Repurchase of Class B Non-Voting Shares	(89	)	—		(294	)	—
Dividends paid	(256	)	(247	)	(760	)	(741	)
Cash (used in) provided by financing activities	(723	)	(488	)	416		(968	)
Change in cash and cash equivalents	(142	)	68		(143	)	63
Cash and cash equivalents (bank advances), beginning of period	404		(11	)	405		(6	)
Cash and cash equivalents, end of period	262		57		262		57

¹  Effective January 1, 2019, we adopted IFRS 16. We have not restated comparatives for 2018. See "Critical Accounting Policies and Estimates" for more information.

Operating activities

The marginal increase in cash provided by operating activities this quarter and the 4%increase year to date were a result of higher adjusted EBITDA, partially offset by higher investments in non-cash working capital items.

Investing activities

Capital expenditures

During the quarter and year to date, we incurred $657 million and $2,016 million, respectively, on capital expenditures, before changes in non-cash working capital items. See "Capital Expenditures" for more information.

Acquisitions and other strategic transactions

This year, we paid $1,731 million for the acquisition of 600 MHz spectrum licences.

Rogers Communications Inc. 16 Third Quarter 2019

Financing activities

During the quarter and year to date, we repaid net amounts of $333 million and received net amounts of $1,594 million (2018 - repaid $241 million and $227 million), respectively, on our short-term borrowings, long-term debt, and related derivatives, including transaction costs paid. 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 our short-term borrowings as at September 30, 2019 and December 31, 2018.

	As at September 30	As at December 31
(In millions of dollars)	2019	2018
Accounts receivable securitization program	650	650
US commercial paper program	1,058	1,605
Total short-term borrowings	1,708	2,255

On April 1, 2019, we entered into a US$2.2 billion ($2.9 billion) non-revolving credit facility. Earlier this year, we borrowed US$420 million ($561 million) and subsequently repaid US$420 million ($564 million) on this facility. Concurrent with the borrowings, we entered into debt derivatives to hedge the foreign currency risk associated with the borrowings under the non-revolving credit facility. We did not designate these debt derivatives as hedges for accounting purposes. On May 3, 2019, we cancelled the non-revolving credit facility.

The tables below summarize the activity relating to our short-term borrowings for the three and nine months ended September 30, 2019 and 2018.

			Three months ended September 30, 2019					Nine months ended September 30, 2019
	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	3,228		1.32	4,257		10,046		1.33	13,361
Repayment of US commercial paper	(3,461	)	1.32	(4,568	)	(10,446	)	1.33	(13,881	)
Net repayment of US commercial paper				(311	)				(520	)
Proceeds received from credit facilities	—		—	—		420		1.34	561
Repayment of credit facilities	—		—	—		(420	)	1.34	(564	)
Net repayment of credit facilities				—					(3	)
Net repayment of short-term borrowings				(311	)				(523	)

Rogers Communications Inc. 17 Third Quarter 2019

			Three months ended September 30, 2018					Nine months ended September 30, 2018
	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	4,314		1.31	5,649		11,436		1.29	14,726
Repayment of US commercial paper	(4,512	)	1.31	(5,904	)	(11,232	)	1.29	(14,474	)
Net (repayment of) proceeds received from US commercial paper				(255	)				252
Proceeds received from accounts receivable securitization				—					225
Repayment of accounts receivable securitization				—					(225	)
Net proceeds received from accounts receivable securitization				—					—
Net (repayment of) proceeds received on short-term borrowings				(255	)				252

Concurrent with our US CP issuances, we entered into debt derivatives to hedge the foreign currency risk associated with the principal and interest components of the borrowings under our 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. The tables below summarize the activity relating to our long-term debt for the three and nine months ended September 30, 2019 and 2018.

		Three months ended September 30, 2019			Nine months ended September 30, 2019
(In millions of dollars, except exchange rates)	Notional	Exchange	Notional	Notional	Exchange	Notional
	(US$)	rate	(Cdn$)	(US$)	rate	(Cdn$)
Senior note issuances (Cdn$)			—			1,000
Senior note issuances (US$)	—	—	—	1,250	1.34	1,676
Total senior note issuances			—			2,676
Senior note repayments (Cdn$)			—			(400	)
Net issuance of senior notes			—			2,276
Net issuance of long-term debt			—			2,276

		Three months ended September 30, 2018				Nine months ended September 30, 2018
(In millions of dollars, except exchange rates)	Notional	Exchange	Notional	Notional		Exchange	Notional
	(US$)	rate	(Cdn$)	(US$)		rate	(Cdn$)
Credit facility borrowings (US$)	—	—	—	125		1.26	157
Credit facility repayments (US$)	—	—	—	(125	)	1.26	(157	)
Net borrowings under credit facilities			—				—
Senior note issuances (US$)	—	—	—	750		1.25	938
Senior notes repayments (US$)	—	—	—	(1,400	)	1.26	(1,761	)
Net repayment of senior notes			—				(823	)
Net repayment of long-term debt			—				(823	)

Rogers Communications Inc. 18 Third Quarter 2019

The table below summarizes the activity relating to our long-term debt for the three and nine months ended September 30, 2019 and 2018.

	Three months ended September 30			Nine months ended September 30
(In millions of dollars)	2019	2018		2019		2018
Long-term debt net of transaction costs, beginning of period	16,163	14,000		14,290		14,448
Net issuance (repayment) of long-term debt	—	—		2,276		(823	)
Loss (gain) on foreign exchange	113	(135	)	(263	)	250
Deferred transaction costs incurred	—	(2	)	(33	)	(18	)
Amortization of deferred transaction costs	3	2		9		8
Long-term debt net of transaction costs, end of period	16,279	13,865		16,279		13,865

Issuance of senior notes and related debt derivatives

In April 2019, we issued $1 billion senior notes due 2029 at a rate of 3.25% and US$1.25 billion senior notes due 2049 at a rate of 4.35%. Concurrent with the issuances, we exercised our outstanding bond forwards and entered into debt derivatives to convert all interest and principal payment obligations for the US$-denominated senior notes to Canadian dollars. As a result, we received net proceeds of $2.7 billion from the issuances. See "Financial Risk Management" for more information on our derivatives.

In February 2018, we issued US$750 million senior notes due 2048 at a rate of 4.3%. At the same time, we entered into debt derivatives to convert all interest and principal payment obligations to Canadian dollars. As a result, we received net proceeds of $938 million from the issuance.

Repayment of senior notes and related derivative settlements

In March 2019, we repaid the entire outstanding principal amount of our $400 million 2.8% senior notes, which came due on March 13, 2019. There were no derivatives associated with these senior notes. We did not repay any other senior notes or settle any related debt derivatives this year.

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.

Repurchase of Class B Non-Voting Shares

During the quarter, we repurchased for cancellation 1,374,848 Class B Non-Voting Shares under our NCIB for a purchase price of $93 million, $4 million of which was paid in October. Year to date, we have repurchased for cancellation 4,273,218 Class B Non-Voting Shares under our NCIB programs for a total purchase price of $298 million. See "Financial Condition" for more information.

Dividends

Below is a summary of the dividends we declared and paid on our outstanding RCI Class A Voting common shares (Class A Shares) and Class B Non-Voting Shares in 2019 and 2018. On October 22, 2019, the Board of Directors declared a dividend of $0.50 per Class A Share and Class B Non-Voting Share to be paid on January 2, 2020 to shareholders of record on December 11, 2019.

Declaration date	Record date	Payment date	Dividend per share (dollars)	Dividends paid (in millions of dollars)
January 24, 2019	March 12, 2019	April 1, 2019	0.50	257
April 17, 2019	June 10, 2019	July 2, 2019	0.50	256
June 5, 2019	September 9, 2019	October 1, 2019	0.50	256
January 25, 2018	March 12, 2018	April 3, 2018	0.48	247
April 19, 2018	June 11, 2018	July 3, 2018	0.48	247
August 15, 2018	September 14, 2018	October 3, 2018	0.48	247
October 19, 2018	December 11, 2018	January 3, 2019	0.48	247

Rogers Communications Inc. 19 Third Quarter 2019

Free cash flow

	Three months ended September 30				Nine months ended September 30
(In millions of dollars)	2019	2018	% Chg		2019	2018	% Chg
		(restated) 1				(restated) 1
Adjusted EBITDA 2	1,712	1,620	6		4,682	4,462	5
Deduct:
Capital expenditures 3	657	700	(6	)	2,016	1,962	3
Interest on borrowings, net of capitalized interest	189	168	13		540	521	4
Cash income taxes 4	99	125	(21	)	345	316	9
Free cash flow 1, 2	767	627	22		1,781	1,663	7

¹  Effective January 1, 2019, we have redefined free cash flow such that we no longer adjust for the "net change in contract asset and deferred commission cost asset balances". We have redefined free cash flow to simplify this measure and believe removing it will make us more comparable within our industry.

²  Adjusted EBITDA 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.

³  Includes additions to property, plant and equipment net of proceeds on disposition, but does not include expenditures for spectrum licences or additions to right-of-use assets.

⁴  Cash income taxes are net of refunds received.

Free cash flow increased this quarter primarily as a result of higher adjusted EBITDA, lower capital expenditures, and lower cash income taxes, partially offset by higher interest on borrowings. For the year to date, the increase in adjusted EBITDA was partially offset by higher capital expenditures, higher cash income taxes, and higher interest on borrowings.

Rogers Communications Inc. 20 Third Quarter 2019

Overview of Financial Position

Consolidated statements of financial position

	As at	As at
	September 30	January 1
(In millions of dollars)	2019	2019 1	$ Chg		% Chg		Explanation of significant changes
Assets
Current assets:
Cash and cash equivalents	262	405	(143	)	(35	)	See "Managing our Liquidity and Financial Resources".
Accounts receivable	2,097	2,259	(162	)	(7	)	Primarily a result of business seasonality.
Inventories	393	466	(73	)	(16	)	Reflects a decrease in Wireless handset inventories.
Current portion of contract assets	1,154	1,052	102		10		Reflects net increases in contracts with customers.
Other current assets	472	413	59		14		n/m
Current portion of derivative instruments	129	270	(141	)	(52	)	Primarily reflects changes in market values of our expenditure derivatives and debt derivatives as a result of the appreciation of the Cdn$ relative to the US$. See "Financial Risk Management".
Total current assets	4,507	4,865	(358	)	(7	)
Property, plant and equipment	13,661	13,261	400		3		Primarily reflects capital expenditures and additions to right-of-use assets, partially offset by depreciation expense.
Intangible assets	8,893	7,205	1,688		23		Primarily reflects the acquisition of 600 MHz spectrum licences.
Investments	2,744	2,134	610		29		Primarily reflects fair value increases for certain publicly traded investments.
Derivative instruments	1,639	1,339	300		22		Primarily reflects changes in market values of certain debt derivatives as a result of a decrease in the US interest rate environment relative to the Canadian interest rate environment. See "Financial Risk Management".
Contract assets	488	535	(47	)	(9	)	n/m
Other long-term assets	207	132	75		57		n/m
Goodwill	3,923	3,905	18		—		n/m
Total assets	36,062	33,376	2,686		8
Liabilities and shareholders' equity
Current liabilities:
Short-term borrowings	1,708	2,255	(547	)	(24	)	Reflects a decrease in borrowings under our US CP program.
Accounts payable and accrued liabilities	2,572	2,997	(425	)	(14	)	Primarily a result of business seasonality.
Income tax payable	129	177	(48	)	(27	)	Reflects the excess of tax installments paid over current income tax expense.
Other current liabilities	114	132	(18	)	(14	)	n/m
Contract liabilities	166	233	(67	)	(29	)	Primarily reflects a decrease in customer deposits at the Toronto Blue Jays.
Current portion of long-term debt	1,400	900	500		56		Reflects the reclassification to current of our $900 million senior notes due September 2020, partially offset by the repayment of our $400 million senior notes in March 2019.
Current portion of lease liabilities	219	190	29		15		n/m
Current portion of derivative instruments	3	87	(84	)	(97	)	Primarily reflects the exercise of our bond forwards. See "Financial Risk Management".
Total current liabilities	6,311	6,971	(660	)	(9	)
Provisions	37	35	2		6		n/m
Long-term debt	14,879	13,390	1,489		11		Primarily reflects the issuance of $1 billion and US$1.25 billion of senior notes in April 2019, partially offset by the reclassification to current of our $900 million senior notes due September 2020. See "Managing our Liquidity and Financial Resources".
Derivative instruments	11	22	(11	)	(50	)	n/m
Lease liabilities	1,435	1,355	80		6		Reflects liabilities related to new leases entered into during the year.
Other long-term liabilities	445	546	(101	)	(18	)	Primarily reflects a decrease in pension liability as a result of employer contributions.
Deferred tax liabilities	3,301	2,901	400		14		Primarily reflects an increase in taxable temporary differences between the accounting and tax bases for certain assets.
Total liabilities	26,419	25,220	1,199		5
Shareholders' equity	9,643	8,156	1,487		18		Reflects changes in retained earnings and equity reserves.
Total liabilities and shareholders' equity	36,062	33,376	2,686		8

¹  Effective January 1, 2019, we adopted IFRS 16. We have not restated comparatives for 2018. We will therefore use January 1, 2019 figures for comparative purposes. See "Critical Accounting Policies and Estimates" for more information.

Rogers Communications Inc. 21 Third Quarter 2019

Financial Condition

Below is a summary of our total available liquidity under our cash and cash equivalents, bank credit facilities, letter of credit facilities, and short-term borrowings as at September 30, 2019 and December 31, 2018.

As at September 30, 2019	Total available	Drawn	Letters of credit	US CP program	Net available
(In millions of dollars)
Bank credit facilities:
Revolving	3,200	—	8	1,059	2,133
Outstanding letters of credit	101	—	101	—	—
Total bank credit facilities	3,301	—	109	1,059	2,133
Accounts receivable securitization	1,050	650	—	—	400
Cash and cash equivalents	262	—	—	—	262
Total	4,613	650	109	1,059	2,795

As at December 31, 2018	Total available	Drawn	Letters of credit	US CP program	Net available
(In millions of dollars)
Bank credit facilities:
Revolving	3,200	—	9	1,605	1,586
Outstanding letters of credit	982	—	982	—	—
Total bank credit facilities	4,182	—	991	1,605	1,586
Accounts receivable securitization	1,050	650	—	—	400
Cash and cash equivalents	405	—	—	—	405
Total	5,637	650	991	1,605	2,391

Subsequent to the final payment for the 600 MHz spectrum licence acquisition in May 2019, we cancelled $881 million of letters of credit, which reduced total available liquidity to $4.6 billion as at September 30, 2019 (December 31, 2018 - $5.6 billion).

In addition to the sources of available liquidity noted above, we held $1,711 million of marketable securities in publicly traded companies as at September 30, 2019 (December 31, 2018 - $1,051 million).

Weighted average cost of borrowings

Our weighted average cost of borrowings was 4.45% as at September 30, 2019 (December 31, 2018 - 4.45%) and our weighted average term to maturity was 12.5 years (December 31, 2018 - 10.7 years).

Credit ratings

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, 2019.

Issuance	Standard & Poor's	Moody's	Fitch
Corporate credit issuer default rating 1	BBB+ with a stable outlook	Baa1 with a stable outlook	BBB+ with a stable outlook
Senior unsecured debt 1	BBB+ with a stable outlook	Baa1 with a stable outlook	BBB+ with a stable outlook
US commercial paper 1	A-2	P-2	N/A 2

¹  Unchanged in the quarter.

²  We have not sought a rating from Fitch for our short-term obligations.

Rogers Communications Inc. 22 Third Quarter 2019

Adjusted net debt and debt leverage ratio

We use adjusted net debt and 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, lease liabilities (effective January 1, 2019), and cash and cash equivalents or bank advances.

	As at September 30		As at January 1		As at December 31
(In millions of dollars, except ratios)	2019		2019		2018
Long-term debt 1	16,417		14,404		14,404
Net debt derivative assets valued without any adjustment for credit risk 2	(1,739	)	(1,448	)	(1,448	)
Short-term borrowings	1,708		2,255		2,255
Lease liabilities 3	1,654		1,545		—
Cash and cash equivalents	(262	)	(405	)	(405	)
Adjusted net debt 4	17,778		16,351		14,806
Divided by: trailing 12-month adjusted EBITDA 4	6,250		6,157		5,983
Debt leverage ratio 4	2.8		2.7		2.5

¹  Includes current and long-term portion of long-term debt before deferred transaction costs and discounts. See "Reconciliation of adjusted net debt and debt leverage ratio" in "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  See "Critical Accounting Policies and Estimates" for more information.

⁴  Adjusted net debt, adjusted EBITDA, 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.

As a result of our adoption of IFRS 16 effective January 1, 2019, we have modified our definition of adjusted net debt such that it now includes the total of "current portion of lease liabilities" and "lease liabilities". We believe adding total lease liabilities to adjusted net debt is appropriate as they reflect payments to which we are contractually committed and the related payments have been removed from our calculation of adjusted EBITDA due to the accounting change.

Additionally, as we have not restated comparative periods prior to 2019 due to our transition method, we have calculated the debt leverage ratio as at September 30, 2019 using pro forma adjusted EBITDA for the three months ended December 31, 2018 to remove rent expense as if we had adopted IFRS 16 retrospectively. Calculating debt leverage ratio as at January 1, 2019 using pro forma adjusted EBITDA for the full-year 2018 yields a ratio of 2.7. As the lease liabilities are included in adjusted net debt, we believe this adjustment provides a more meaningful and consistent basis on which to determine debt leverage ratio.

As a result of changes in the US and Canadian interest rate environments this quarter, our net debt derivative asset increased in value by approximately $430 million without a corresponding increase in the carrying amount of our long-term debt. Excluding the impact of this change on our debt derivatives, our adjusted net debt would have been approximately $430 million higher and our debt leverage ratio would have been 2.9.

Normal course issuer bid

In April 2019, the TSX accepted a notice of our intention to commence a NCIB program that allows us to purchase, during the twelve-month period beginning April 24, 2019 and ending April 23, 2020, the lesser of 35.7 million Class B Non-Voting Shares and that number of Class B Non-Voting Shares that can be purchased under the NCIB for an aggregate purchase price of $500 million (2019 NCIB). Rogers security holders may obtain a copy of this notice, without charge, by contacting us.

In April 2018, the TSX accepted a notice of our intention to commence the NCIB program that allows us to purchase, during the twelve-month period beginning April 24, 2018 and ending April 23, 2019, the lesser of 35.8 million Class B Non-Voting Shares and that number of Class B Non-Voting Shares that can be purchased under the NCIB for an aggregate purchase price of $500 million (2018 NCIB).

This quarter, pursuant to the 2019 NCIB, we repurchased for cancellation 1,374,848 Class B Non-Voting Shares for $93 million, $4 million of which was paid in October. In the second quarter of 2019, pursuant to the 2019 NCIB, we repurchased for cancellation 734,257 Class B Non-Voting Shares for $50 million. In the first quarter of 2019, pursuant to the 2018 NCIB, we repurchased for cancellation 2,164,113 Class B Non-Voting Shares for $155 million, $19 million of which was paid in early April. This year, under our combined NCIB programs, we have repurchased for cancellation 4,273,218 Class B Non-Voting Shares for a total purchase price of $298 million.

Rogers Communications Inc. 23 Third Quarter 2019

Outstanding common shares

	As at September 30	As at  December 31
	2019	2018
Common shares outstanding 1
Class A Voting Shares	111,154,811	111,155,637
Class B Non-Voting Shares 2	399,446,133	403,657,038
Total common shares	510,600,944	514,812,675
Options to purchase Class B Non-Voting Shares
Outstanding options	3,131,782	2,719,612
Outstanding options exercisable	1,018,312	1,059,590

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 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 Shares may be made on different terms than the offer to the holders of Class B Non-Voting Shares.

²  Includes 61,487 Class B Non-Voting Shares repurchased this quarter under our NCIB program, the liability for which was settled in October and the shares cancelled.

Financial Risk Management

This section should be read in conjunction with "Financial Risk Management" in our 2018 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 90.0% of our outstanding debt, including short-term borrowings, as at September 30, 2019 (December 31, 2018 - 85.3%).

Debt derivatives

We use cross-currency interest rate 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 US dollar-denominated 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 US CP 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 facilities and US CP program during the three and nine months ended September 30, 2019 and 2018.

		Three months ended September 30, 2019				Nine months ended September 30, 2019
(In millions of dollars, except exchange rates)	Notional  (US$)	Exchange rate	Notional (Cdn$)		Notional (US$)	Exchange rate	Notional (Cdn$)
Credit facilities
Debt derivatives entered	—	—	—		420	1.34	561
Debt derivatives settled	—	—	—		420	1.34	564
Net cash received			—				3
US commercial paper program
Debt derivatives entered	3,228	1.32	4,257		10,046	1.33	13,361
Debt derivatives settled	3,452	1.33	4,578		10,421	1.33	13,865
Net cash paid			(22	)			(18	)

Rogers Communications Inc. 24 Third Quarter 2019

		Three months ended September 30, 2018			Nine months ended September 30, 2018
(In millions of dollars, except exchange rates)	Notional  (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)
Credit facilities
Debt derivatives entered	—	—	—	125	1.26	157
Debt derivatives settled	—	—	—	125	1.26	157
Net cash (paid) received			—			(1	)
US commercial paper program
Debt derivatives entered	4,314	1.31	5,649	11,436	1.29	14,726
Debt derivatives settled	4,503	1.31	5,877	11,213	1.29	14,413
Net cash received			16			37

As at September 30, 2019, we had US$799 million notional amount of debt derivatives outstanding relating to our US CP program (December 31, 2018 - US$1,178 million). See "Mark-to-market value" for more information about our debt derivatives.

Senior notes

Below is a summary of the debt derivatives into which we entered related to senior notes for the three and nine months ended September 30, 2019 and 2018.

(In millions of dollars, except interest rates)
		US$			Hedging effect
Effective date	Principal/Notional amount (US$)	Maturity date	Coupon rate		Fixed hedged (Cdn$) interest rate 1		Equivalent (Cdn$)
2019 issuances
April 30, 2019	1,250	2049	4.350	%	4.173	%	1,676
2018 issuances
February 8, 2018	750	2048	4.300	%	4.193	%	938

¹  Converting from a fixed US$ coupon rate to a weighted average Cdn$ fixed rate.

In April 2018, we repaid the entire outstanding principal amount of our US$1.4 billion senior notes that were otherwise due in August 2018. At the same time, the associated debt derivatives were settled for net proceeds of $326 million, resulting in a net repayment of $1.5 billion, which was separately funded through our US CP program and our bank credit facility.

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

Bond forwards

From time to time, we have used bond forward derivatives (bond forwards) to hedge interest rate risk on the senior notes we had expected to issue in the future.

During the nine months ended September 30, 2019, we exercised a $500 million notional bond forward due 2019 in relation to the issuance of the $1 billion senior notes due 2029 and paid $54 million to settle the derivative. We also exercised a $400 million notional bond forward due 2019 in relation to the issuance of the US$1.25 billion senior notes due 2049 and paid $57 million to settle the derivative. We did not enter into or settle any other bond forwards during the three and nine months ended September 30, 2019 or 2018. See "Mark-to-market value" for more information about our bond forwards.

Rogers Communications Inc. 25 Third Quarter 2019

Expenditure derivatives

We use foreign currency forward contracts (expenditure derivatives) to manage the foreign exchange risk in our operations, designating them as hedges for accounting purposes for certain of our forecast operational and capital expenditures.

Below is a summary of the expenditure derivatives we entered into and settled during the three and nine months ended September 30, 2019 and 2018.

	Three months ended September 30, 2019			Nine months ended September 30, 2019
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)
Expenditure derivatives entered	—	—	—	780	1.32	1,031
Expenditure derivatives settled	240	1.25	301	690	1.25	863

	Three months ended September 30, 2018			Nine months ended September 30, 2019
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)
Expenditure derivatives entered	120	1.30	156	720	1.24	896
Expenditure derivatives settled	210	1.30	273	630	1.30	819

As at September 30, 2019, we had US$1,170 million notional amount of expenditure derivatives outstanding (December 31, 2018 - US$1,080 million) with terms to maturity ranging from October 2019 to December 2020 (December 31, 2018 - January 2019 to December 2020), at an average rate of $1.29/US$ (December 31, 2018 - $1.24/US$).

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

Equity derivatives

We use total return swaps (equity derivatives) to hedge the market price appreciation risk of the RCI Class B Non-Voting common shares (Class B Non-Voting Shares) granted under our stock-based compensation programs. The equity derivatives have not been designated as hedges for accounting purposes.

As at September 30, 2019, we had equity derivatives outstanding for 4.3 million (December 31, 2018 - 5.0 million) Class B Non-Voting Shares with a weighted average price of $51.76 (December 31, 2018 - $51.54).

During the nine months ended September 30, 2019, we settled 0.7 million equity derivatives at a weighted average price of $71.66 for net proceeds of $16 million.

During the nine months ended September 30, 2018, we settled 0.4 million equity derivatives at a weighted average price of $61.15 for net proceeds of $4 million. We did not enter into any equity derivatives during the three or nine months ended September 30, 2019 or 2018. See "Mark-to-market value" for more information about our equity derivatives.

Rogers Communications Inc. 26 Third Quarter 2019

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, 2019, our debt derivative assets accounted for as cash flow hedges have increased in value by approximately $430 million as a result of changes in the US and Canadian interest rate environments without a corresponding change in the carrying value of our long-term debt.

	As at September 30, 2019
(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	6,050	1.1442	6,922	1,670
As liabilities	1,250	1.3386	1,673	(10	)
Short-term debt derivatives not accounted for as hedges:
As assets	799	1.3222	1,056	1
Net mark-to-market debt derivative asset				1,661
Expenditure derivatives accounted for as cash flow hedges:
As assets	810	1.2712	1,030	42
As liabilities	360	1.3322	480	(4	)
Net mark-to-market expenditure derivative asset				38
Equity derivatives not accounted for as hedges:
As assets	—	—	223	55
Net mark-to-market asset				1,754

	As at December 31, 2018
(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	5,500	1.1243	6,184	1,354
As liabilities	550	1.3389	736	(22	)
Short-term debt derivatives not accounted for as hedges:
As assets	1,178	1.3276	1,564	41
Net mark-to-market debt derivative asset				1,373
Bond forwards accounted for as cash flow hedges:
As liabilities	—	—	900	(87	)
Expenditure derivatives accounted for as cash flow hedges:
As assets	1,080	1.2413	1,341	122
Net mark-to-market expenditure derivative asset				122
Equity derivatives not accounted for as hedges:
As assets	—	—	258	92
Net mark-to-market asset				1,500

Commitments and Contractual Obligations

See our 2018 Annual MD&A for a summary of our 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 27 of our 2018 Annual Audited Consolidated Financial Statements.

Due to our adoption of IFRS 16, effective January 1, 2019, the majority of the $979 million in operating lease commitments we disclosed in our 2018 Annual MD&A have been recorded as lease liabilities, with corresponding right-of-use assets, on our condensed consolidated statement of financial position. Except where otherwise disclosed in this MD&A, there have been no material changes to our material contractual obligations, as identified in our 2018 Annual MD&A, since December 31, 2018.

Rogers Communications Inc. 27 Third Quarter 2019

Regulatory Developments

See our 2018 Annual MD&A for a discussion of the significant regulations that affected our operations as at March 6, 2019. The following are the significant regulatory developments since that date.

Wholesale Internet costing and pricing

On August 15, 2019, in Telecom Order CRTC 2019-288, Follow-up to Telecom Orders 2016-396 and 2016-448 - Final rates for aggregated wholesale high-speed access services (Order), the Canadian Radio-television and Telecommunications Commission (CRTC) set final rates for facilities-based carriers' wholesale high-speed access services, including Rogers' TPIA service. The Order set final rates for Rogers that are significantly lower than the interim rates that were previously billed and it further determined that these final rates will apply retroactively to March 31, 2016.

We do not believe the final rates set by the CRTC are just and reasonable as required by the Telecommunications Act as we believe they are below cost. On September 13, 2019, Rogers, in conjunction with the other large Canadian cable companies (Cable Carriers), filed a motion for Leave to Appeal pursuant to Section 64(1) of the Telecommunications Act with the Federal Court of Appeal (Court) and an associated motion for an interlocutory Stay of the CRTC Order. On September 27, 2019, the Court granted an Interim Stay suspending the Order until the Court rules on the Cable Carriers' motion for an interlocutory Stay of the CRTC's Order pending the Court's determination of the Cable Carriers' motion for Leave to Appeal. Final written reply submissions by the Cable Carriers regarding the motions will be filed with the Court by November 4, 2019. See "Updates to Risks and Uncertainties" for more information.

CRTC Internet Code

On July 31, 2019, the CRTC released Telecom Regulatory Policy CRTC 2019-269, The Internet Code, establishing a mandatory code of conduct (the Code) for large facilities-based Internet service providers (ISP) that applies to the companies' provision of fixed wireline Internet access services to individual customers. As is the case for the Wireless, Deposit and Disconnection, and Television Service Provider Codes already in place, the Commission for Complaints for Telecom-television Services Inc. (CCTS) will administer the Code.

Policy Direction to the CRTC on telecommunications

On June 17, 2019, the Order Issuing a Direction to the CRTC on Implementing the Canadian Telecommunications Policy Objectives to Promote Competition, Affordability, Consumer Interests and Innovation tabled by the Minister of Innovation, Science and Economic Development on February 26, 2019 came into effect after review and revision. It requires the CRTC to consider competition, affordability, consumer interests, and innovation in its telecommunications decisions and to demonstrate to Canadians in those decisions that it has done so.

3500 MHz spectrum licence band

On June 6, 2019, Innovation, Science and Economic Development Canada (ISED Canada) released its Decision on its Consultation on Revisions to the 3500 MHz Band to Accommodate Flexible Use and Preliminary Consultation on Changes to the 3800 MHz Band. The Decision determined that ISED Canada will issue flexible use licences in a 200 MHz frequency range from 3450-3650 MHz. Existing wireless licensees in this range that meet all of their conditions of licence will be eligible to be issued flexible use licences covering the same geographic area for the following spectrum amounts:

• any licensee that holds 75 MHz of existing spectrum or more will be eligible to apply for 60 MHz;

• any licensee that holds 50 MHz of existing spectrum will be eligible to apply for 50 MHz; and

• all other licensees will be eligible to apply for 20 MHz.

Rogers and BCE Inc. currently hold 3500 MHz spectrum licences across the country in Inukshuk Wireless Partnership (Inukshuk), a partnership between the two companies. Because Inukshuk currently holds 75 or more MHz of 3500 MHz spectrum in each of the top 10 service areas in Canada by population, it will be able to apply to retain 60 MHz in those areas. As such, the Decision means that Rogers, in effect, will retain 30 MHz of 3500 MHz spectrum licences for re-designation to flexible use licences in each of the top 10 service areas in Canada by population.

ISED Canada anticipates that an auction of the 3500 MHz spectrum not retained by existing licensees will occur in the second half of 2020. ISED Canada will only begin issuing flexible use licences in the 3500 MHz band after the conclusion of the auction process. Also on June 6, 2019, ISED Canada released its Consultation on a Policy and Licensing Framework for Spectrum in the 3500 MHz Band that will ultimately lead to the design of the 3500 MHz spectrum auction to occur in 2020. We filed our comments in the Consultation on August 2, 2019 and we filed reply comments on September 20, 2019.

The Decision further announced that ISED Canada will launch a future consultation to address potential changes to the spectrum utilization policy, band plans, and the technical and policy considerations to optimize the use of the 3700-4200

Rogers Communications Inc. 28 Third Quarter 2019

MHz bands in support of a future spectrum release currently planned to take place in 2022 to support 5G wireless technologies deployment.

OMNI Regional licence

On May 23, 2019, in Broadcasting Decision 2019-172, Licensing of a national, multilingual multi-ethnic discretionary service, the CRTC granted Rogers Media a licence to operate a national, multilingual, and multi-ethnic television service in 20 languages pursuant to a section 9(1)(h) order, granting it mandatory carriage on the basic service with a regulated affiliation fee of $0.19/subscriber/month for a three-year term from September 1, 2020 to August 31, 2023. This follows a competitive process in which the CRTC determined that Rogers best met the criteria set out in its call for applications. The CRTC further stated that beginning on September 1, 2020, Canada's third-language communities will have improved access to news and programming relevant to them. The new service, which will succeed Rogers' existing OMNI Regional service, will be available on all digital basic television packages throughout Canada. The new OMNI Regional service will better reflect Canada's diverse ethnic and linguistic communities and offer more news and information programming from a Canadian perspective. Four losing applicants filed a number of appeals of the Decision with the Federal Cabinet and the Federal Court of Appeal.

On August 17, 2019, in Order in Council P.C. 2019-1227, the Federal Cabinet, through the Governor General in Council, declined to set aside or refer back to the CRTC for reconsideration the decision and on August 15, 2019, the Federal Court of Appeal dismissed the motions. On September 16, 2019, CorrCan Media Group, one of the four applicants that filed the losing appeal with the Federal Cabinet, filed a motion in the Federal Court of Appeal for a judicial review of the pronouncement by the Governor General in Council issued on August 17, 2019.

600 MHz spectrum licence band

ISED Canada's 600 MHz wireless spectrum licence auction began on March 12, 2019, and ended on April 4, 2019. The results were publicly released on April 10, 2019. Twelve companies participated in the auction and 104 of 112 licences were awarded to nine of those participants, with a total value of $3.5 billion. We acquired 52 licences at a cost of $1.7 billion. We took possession of these licences in May 2019, after making payment for the licences.

Updates to Risks and Uncertainties

See our 2018 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 March 6, 2019, which should be reviewed in conjunction with this MD&A. The following litigation may contribute to those risks and uncertainties.

Wholesale Internet costing and pricing

In August 2019, the CRTC set final rates for the facilities-based carriers' wholesale high-speed access services, including Rogers' TPIA service. These rates for Rogers, which would apply retroactively to March 31, 2016, are significantly lower than the previous interim rates (see "Regulatory Developments" for more information). Due to the Court's granting of an Interim Stay and the significant uncertainty surrounding both the outcome and the amount, if any, we could ultimately have to repay to the resellers, we have not recorded a liability for this contingency at this time. The CRTC's order as drafted would have resulted in a refund of amounts previously billed to the resellers of approximately $140 million this quarter, representing the impact on a retroactive basis from March 31, 2016 to September 30, 2019. We estimate the ongoing impact will be approximately $11 million per quarter.

2019 federal election

The outcome of the Canadian federal election may result in the implementation of future government policies that could negatively impact wireless and Internet plan pricing. Any adverse decision in these areas, or other regulatory burdens implemented by a newly elected government, could have a material, adverse effect on our financial results and future investments.

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.

Rogers Communications Inc. 29 Third Quarter 2019

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 on the basis that it was an abuse of process.

At the time the Saskatchewan class action was commenced, corresponding claims were filed in multiple jurisdictions across Canada. 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 were 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. In March 2019, the plaintiffs discontinued the class action without any payment by Rogers.

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 2018 Annual MD&A and our 2018 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 2019

IFRS 16

Effective January 1, 2019, we adopted IFRS 16, which supersedes previous accounting standards for leases, including IAS 17, Leases (IAS 17)and IFRIC 4, Determining whether an arrangement contains a lease (IFRIC 4).

IFRS 16 introduced a single accounting model for lessees. A lessee is required to recognize, on its statement of financial position, a right-of-use asset, representing its right to use the underlying leased asset, and a lease liability, representing its obligation to make lease payments. As a result of adopting IFRS 16, we have recognized a significant increase to both assets and liabilities on our Consolidated Statements of Financial Position, as well as a decrease to operating costs (for the removal of rent expense for leases), an increase to depreciation and amortization (due to depreciation of the right-of-use asset), and an increase to finance costs (due to accretion of the lease liability). The accounting treatment for lessors remains largely the same as under IAS 17.

We adopted IFRS 16 with the cumulative effect of initial application recognized as an adjustment to retained earnings within shareholders' equity on January 1, 2019. We have not restated comparatives for 2018. At transition, we applied the practical expedient available to us as lessee that allows us to maintain our lease assessments made under IAS 17 and IFRIC 4 for existing contracts. Therefore, the definition of a lease under IFRS 16 was applied only to contracts entered into or changed after January 1, 2019.

For leases that were classified as operating leases under IAS 17, lease liabilities at transition have been measured at the present value of remaining lease payments, discounted at the related incremental borrowing rate as at January 1, 2019. Generally, right-of-use assets at transition have been measured at an amount equal to the corresponding lease liabilities,

Rogers Communications Inc. 30 Third Quarter 2019

adjusted for any prepaid or accrued rent relating to that lease. For certain leases where we have readily available information, we have elected to measure the right-of-use assets at their carrying amounts as if IFRS 16 had been applied since the lease commencement date using the related incremental borrowing rate for the remaining lease period as at January 1, 2019.

When applying IFRS 16 to leases previously classified as operating leases, the following practical expedients were available to us. We have:

• applied a single discount rate to a portfolio of leases with similar characteristics;

• excluded initial direct costs from measuring the right-of-use asset as at January 1, 2019;

• used hindsight in determining the lease term where the contract contains purchase, extension, or termination options; and

• relied upon our assessment of whether leases are onerous under the requirements of IAS 37, Provisions, contingent liabilities and contingent assets as at December 31, 2018 as an alternative to reviewing our right-of-use assets for impairment.

We have elected to not separate fixed non-lease components from lease components and instead account for each lease component and associated fixed non-lease components as a single lease component. On transition, we have not elected the recognition exemptions on short-term leases or low-value leases; however, we may choose to elect the recognition exemptions on a class-by-class basis for new classes, and lease-by-lease basis, respectively, in the future.

There was no significant impact for contracts in which we are the lessor.

Effect of IFRS 16 Transition

Below is a summary of the IFRS 16 adjustments on certain key financial metrics from our Consolidated Statement of Financial Position as at January 1, 2019.

(in millions of dollars)	Reference	As reported as at December 31, 2018	Effect of IFRS 16 transition		Subsequent to transition as at January 1, 2019
Assets
Current assets:
Other current assets		436	(23	)	413
Remainder of current assets		4,452	—		4,452
Total current assets		4,888	(23	)	4,865
Property, plant and equipment	i	11,780	1,481		13,261
Remainder of long-term assets		15,250	—		15,250
Total assets		31,918	1,458		33,376
Liabilities and shareholders' equity
Current liabilities:
Accounts payable and accrued liabilities		3,052	(55	)	2,997
Current portion of lease liabilities	i	—	190		190
Remainder of current liabilities		3,784	—		3,784
Total current liabilities		6,836	135		6,971
Lease liabilities	i	—	1,355		1,355
Deferred tax liabilities		2,910	(9	)	2,901
Remainder of long-term liabilities		13,993	—		13,993
Total liabilities		23,739	1,481		25,220
Shareholders' equity		8,179	(23	)	8,156
Total liabilities and shareholders' equity		31,918	1,458		33,376

i) Right-of-use assets and lease liabilities

We have recorded a right-of-use asset and a lease liability for all existing leases at the lease commencement date, which is January 1, 2019 for the purposes of our adoption. The lease liability has been initially measured at the present value

Rogers Communications Inc. 31 Third Quarter 2019

of lease payments that remain to be paid at the commencement date. Lease payments included in the measurement of the lease liability include:

• fixed payments, including in-substance fixed payments;

• variable lease payments that depend on an index or rate;

• amounts expected to be payable under a residual value guarantee; and

• the exercise price under a purchase option that we are reasonably certain to exercise, lease payments in an optional renewal period if we are reasonably certain to exercise an extension option, and penalties for early termination of a lease unless we are reasonably certain not to terminate early.

After transition, the right-of-use asset will initially be measured at cost, consisting of:

• the initial amount of the lease liability, adjusted for any lease payments made at or before the commencement date; plus

• any initial direct costs incurred; and

• an estimate of costs to dismantle and remove the underlying asset or restore the site on which it is located; less

• any lease incentives received.

The right-of-use asset will typically be depreciated on a straight-line basis over the lease term, unless we expect to obtain ownership of the leased asset at the end of the lease. The lease term will consist of:

• the non-cancellable period of the lease;

• periods covered by options to extend the lease, where we are reasonably certain to exercise the option; and

• periods covered by options to terminate the lease, where we are reasonably certain not to exercise the option.

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 emeritus of Cassels Brock and Blackwell LLP, a law firm that provides legal services to the Company; and

• the chair of the board of Transcontinental Inc., 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)	2019	2018	2019	2018
Printing and legal services 1	1	4	5	9

¹  The amount paid for legal services is nominal.

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 each of the three and nine months ended September 30, 2019 and 2018.

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 reportable 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 reportable segments, refer to our 2018 Annual MD&A.

Rogers Communications Inc. 32 Third Quarter 2019

Key Performance Indicators

We measure the success of our strategy using a number of key performance indicators that are defined and discussed in our 2018 Annual MD&A and this MD&A. We believe these key performance indicators allow us to appropriately measure our performance against our operating strategy and 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 alternatives to net income or any other measure of performance under IFRS. They include:

• subscriber counts;

• Wireless;

• Cable; and

• homes passed (Cable);

• subscriber churn (churn);

• blended average billings per user (ABPU);

• blended average revenue per user (ARPU);

• capital intensity; and

• total service revenue.

Rogers Communications Inc. 33 Third Quarter 2019

Non-GAAP Measures

We use the following non-GAAP measures. These are reviewed regularly by management and the 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 EBITDA Adjusted EBITDA 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 EBITDA: Net income add (deduct) income tax expense (recovery); finance costs; depreciation and amortization; other expense (income); restructuring, acquisition and other; and loss (gain) on disposition of property, plant and equipment. Adjusted EBITDA margin: Adjusted EBITDA divided by revenue.	Net income
	●	We believe that certain investors and analysts use adjusted EBITDA 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) restructuring, acquisition and other; loss (recovery) 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; loss on bond forward derivatives; 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 and adjusted net income including the dilutive effect of stock-based compensation divided by basic and diluted weighted average shares outstanding.	Net income Basic and diluted earnings per share
Free cash flow 1	●	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 EBITDA deduct capital expenditures; 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; current portion of lease liabilities; lease liabilities; 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.
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 EBITDA (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.

¹  Effective January 1, 2019, we redefined free cash flow such that we no longer adjust for the "net change in contract asset and deferred commission cost asset balances". We redefined free cash flow to simplify this measure and we believe removing it will make us more comparable within our industry.

Rogers Communications Inc. 34 Third Quarter 2019

Reconciliation of adjusted EBITDA

	Three months ended September 30			Nine months ended September 30
(In millions of dollars)	2019	2018		2019	2018
Net income	593	594		1,575	1,557
Add:
Income tax expense	219	235		544	576
Finance costs	215	176		610	588
Depreciation and amortization	627	558		1,850	1,647
EBITDA	1,654	1,563		4,579	4,368
Add (deduct):
Other expense (income)	16	15		2	(6	)
Restructuring, acquisition and other	42	47		101	116
Gain on disposition of property, plant and equipment	—	(5	)	—	(16	)
Adjusted EBITDA	1,712	1,620		4,682	4,462

Reconciliation of adjusted EBITDA margin

	Three months ended September 30				Nine months ended September 30
(In millions of dollars, except margins)	2019		2018		2019		2018
Adjusted EBITDA	1,712		1,620		4,682		4,462
Divided by: total revenue	3,754		3,769		11,121		11,158
Adjusted EBITDA margin	45.6	%	43.0	%	42.1	%	40.0	%

Reconciliation of adjusted net income

	Three months ended September 30				Nine months ended September 30
(In millions of dollars)	2019		2018		2019		2018
Net income	593		594		1,575		1,557
Add (deduct):
Restructuring, acquisition and other	42		47		101		116
Gain on disposition of property, plant and equipment	—		(5	)	—		(16	)
Loss on repayment of long-term debt	—		—		—		28
Income tax impact of above items	(13	)	(11	)	(29	)	(29	)
Income tax adjustment, legislative tax change	—		—		(23	)	—
Adjusted net income	622		625		1,624		1,656

Rogers Communications Inc. 35 Third Quarter 2019

Reconciliation of adjusted earnings per share

	Three months ended September 30				Nine months ended September 30
(In millions of dollars, except per share amounts; number of shares outstanding in millions)	2019		2018		2019		2018
Adjusted basic earnings per share:
Adjusted net income	622		625		1,624		1,656
Divided by:
Weighted average number of shares outstanding	511		515		513		515
Adjusted basic earnings per share		$1.22		$1.21		$3.17		$3.22
Adjusted diluted earnings per share:
Diluted adjusted net income	613		625		1,618		1,654
Divided by:
Diluted weighted average number of shares outstanding	513		516		514		516
Adjusted diluted earnings per share		$1.19		$1.21		$3.15		$3.21

Reconciliation of free cash flow

	Three months ended September 30				Nine months ended September 30
	2019		2018		2019		2018
(In millions of dollars)			(restated) 1				(restated) 1
Cash provided by operating activities	1,305		1,304		3,360		3,237
Add (deduct):
Capital expenditures	(657	)	(700	)	(2,016	)	(1,962	)
Interest on borrowings, net of capitalized interest	(189	)	(168	)	(540	)	(521	)
Interest paid	222		192		581		575
Restructuring, acquisition and other	42		47		101		116
Program rights amortization	(17	)	(9	)	(58	)	(39	)
Net change in contract asset balances	26		74		55		168
Change in non-cash operating working capital items	57		(77	)	279		72
Other adjustments	(22	)	(36	)	19		17
Free cash flow	767		627		1,781		1,663

¹  Effective January 1, 2019, we have redefined free cash flow such that we no longer adjust for the "net change in contract asset and deferred commission cost asset balances". We have redefined free cash flow to simplify this measure and believe removing it will make us more comparable within our industry.

Rogers Communications Inc. 36 Third Quarter 2019

Reconciliation of adjusted net debt and debt leverage ratio

	As at September 30		As at January 1		As at December 31
(In millions of dollars)	2019		2019		2018
Current portion of long-term debt	1,400		900		900
Long-term debt	14,879		13,390		13,390
Deferred transaction costs and discounts	138		114		114
	16,417		14,404		14,404
Add (deduct):
Net debt derivative assets	(1,660	)	(1,373	)	(1,373	)
Credit risk adjustment related to net debt derivative assets	(79	)	(75	)	(75	)
Short-term borrowings	1,708		2,255		2,255
Current portion of lease liabilities	219		190		—
Lease liabilities	1,435		1,355		—
Cash and cash equivalents	(262	)	(405	)	(405	)
Adjusted net debt	17,778		16,351		14,806

	As at September 30	As at January 1	As at December 31
(In millions of dollars, except ratios)	2019	2019	2018
Adjusted net debt	17,778	16,351	14,806
Divided by: trailing 12-month adjusted EBITDA	6,250	6,157	5,983
Debt leverage ratio	2.8	2.7	2.5

As a result of our adoption of IFRS 16 effective January 1, 2019, we have modified our definition of adjusted net debt such that it now includes the total of "current portion of lease liabilities" and "lease liabilities". We believe adding total lease liabilities to adjusted net debt is appropriate as they reflect payments to which we are contractually committed and the related payments have been removed from our calculation of adjusted EBITDA due to the accounting change.

Additionally, as we have not restated comparative periods prior to 2019 due to our transition method, we have calculated the debt leverage ratio as at September 30, 2019 using pro forma adjusted EBITDA for the three months ended December 31, 2018 to remove rent expense as if we had adopted IFRS 16 retrospectively. Calculating debt leverage ratio as at January 1, 2019 using pro forma adjusted EBITDA for the full-year 2018 yields a ratio of 2.7. As the lease liabilities are included in adjusted net debt, we believe this adjustment provides a more meaningful and consistent basis on which to determine debt leverage ratio.

Rogers Communications Inc. 37 Third Quarter 2019

Other Information

Consolidated financial results - quarterly summary

Below is a summary of our consolidated results for the past eight quarters.

	2019									2018 1												2017 1
(In millions of dollars, except per share amounts)	Q3			Q2			Q1			Q4			Q3			Q2			Q1			Q4
Revenue
Wireless	2,324			2,244			2,189			2,464			2,331			2,214			2,191			2,288
Cable	994			997			976			989			983			991			969			981
Media	483			591			468			540			488			608			532			526
Corporate items and intercompany eliminations	(47		)	(52		)	(46		)	(55		)	(33		)	(57		)	(59		)	(64		)
Total revenue	3,754			3,780			3,587			3,938			3,769			3,756			3,633			3,731
Total service revenue 2	3,233			3,345			3,143			3,276			3,271			3,300			3,127			3,164
Adjusted EBITDA 3
Wireless	1,138			1,128			1,015			1,028			1,099			1,029			934			965
Cable	499			478			445			489			490			462			433			477
Media	130			72			(84		)	40			73			60			23			37
Corporate items and intercompany eliminations	(55		)	(43		)	(41		)	(36		)	(42		)	(47		)	(52		)	(43		)
Adjusted EBITDA	1,712			1,635			1,335			1,521			1,620			1,504			1,338			1,436
Deduct (add):
Depreciation and amortization	627			614			609			564			558			545			544			531
Gain on disposition of property, plant and equipment	—			—			—			—			(5		)	—			(11		)	—
Restructuring, acquisition and other	42			39			20			94			47			26			43			31
Finance costs	215			206			189			205			176			193			219			184
Other expense (income)	16			(1		)	(13		)	(26		)	15			2			(23		)	3
Net income before income tax expense	812			777			530			684			829			738			566			687
Income tax expense	219			186			139			182			235			200			141			188
Net income	593			591			391			502			594			538			425			499
Earnings per share:
Basic		$1.16			$1.15			$0.76			$0.97			$1.15			$1.04			$0.83			$0.97
Diluted		$1.14			$1.15			$0.76			$0.97			$1.15			$1.04			$0.80			$0.97
Net income	593			591			391			502			594			538			425			499
Add (deduct):
Restructuring, acquisition and other	42			39			20			94			47			26			43			31
Loss on bond forward derivatives	—			—			—			21			—			—			—			—
Loss on repayment of long-term debt	—			—			—			—			—			—			28			—
Gain on disposition of property, plant and equipment	—			—			—			—			(5		)	—			(11		)	—
Income tax impact of above items	(13		)	(10		)	(6		)	(32		)	(11		)	(10		)	(8		)	(7		)
Income tax adjustment, legislative tax change	—			(23		)	—			—			—			—			—			2
Adjusted net income 3	622			597			405			585			625			554			477			525
Adjusted earnings per share 3:
Basic		$1.22			$1.17			$0.79			$1.14			$1.21			$1.08			$0.93			$1.02
Diluted		$1.19			$1.16			$0.78			$1.13			$1.21			$1.07			$0.90			$1.02
Capital expenditures	657			742			617			828			700			657			605			841
Cash provided by operating activities	1,305			1,057			998			1,051			1,304			1,048			885			1,142
Free cash flow 3,4	767			609			405			471			627			595			441			340

¹  Effective January 1, 2019, we adopted IFRS 16. We have not restated prior periods. See "Critical Accounting Policies and Estimates" for more information.

²  As defined. See "Key Performance Indicators".

³   Adjusted EBITDA, 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.

⁴  2017 and 2018 free cash flow have been restated. See "Managing our Liquidity and Financial Resources" for more information.

Rogers Communications Inc. 38 Third Quarter 2019

Summary of financial information of long-term debt guarantor

Our outstanding public debt, amounts drawn on our $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)	2019	2018	2019	2018	2019	2018		2019		2018		2019	2018
Selected Statements of Income data measure:
Revenue	—	10	3,299	3,302	505	496		(50	)	(39	)	3,754	3,769
Net income (loss)	593	594	461	491	140	(195	)	(601	)	(296	)	593	594

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)	2019	2018	2019	2018	2019	2018	2019		2018		2019	2018
Selected Statements of Income data measure:
Revenue	—	11	9,671	9,636	1,603	1,667	(153	)	(156	)	11,121	11,158
Net income (loss)	1,575	1,557	1,322	1,379	159	143	(1,481	)	(1,522	)	1,575	1,557

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 2019	Dec. 31 2018 3	Sep. 30 2019	Dec. 31 2018 3	Sep. 30 2019	Dec. 31 2018 3	Sep. 30 2019		Dec. 31 2018 3		Sep. 30 2019	Dec. 31 2018 3
Selected Statements of Financial Position data measure:
Current assets	25,948	24,687	23,479	22,870	10,442	10,256	(55,362	)	(52,925	)	4,507	4,888
Non-current assets	29,807	27,485	25,972	22,396	3,692	3,700	(27,916	)	(26,551	)	31,555	27,030
Current liabilities	26,586	25,995	28,562	27,170	8,136	8,206	(56,973	)	(54,535	)	6,311	6,836
Non-current liabilities	16,749	15,149	4,528	3,025	165	110	(1,334	)	(1,381	)	20,108	16,903

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.

³  Effective January 1, 2019, we adopted IFRS 16. We have not restated comparatives for 2018. See "Critical Accounting Policies and Estimates" for more information.

Rogers Communications Inc. 39 Third Quarter 2019

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;

• total service revenue;

• adjusted EBITDA;

• capital expenditures;

• 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;

• traction against our debt leverage ratio; and

• all other statements that are not historical facts.

Specific forward-looking information included or incorporated in this document includes, but is not limited to, our information and statements under "Financial Guidance" relating to our 2019 consolidated guidance on revenue, adjusted EBITDA, capital expenditures, and free cash flow, which were originally provided on January 24, 2019.

Key underlying assumptions

Our 2019 guidance ranges presented in "Financial Guidance" are based on many assumptions including, but not limited to, the following material assumptions for the full-year 2019:

• a substantial portion of our 2019 US dollar-denominated expenditures is hedged at an average exchange rate of $1.25/US$;

• key interest rates remain relatively stable throughout 2019;

• no significant additional legal or regulatory developments (including resolution of the proceedings regarding the CRTC's decision on the rates we can charge to resellers of high-speed access services, including Rogers' TPIA service), shifts in economic conditions, or macro changes in the competitive environment affecting our business activities. We note that regulatory decisions issued during 2019 could materially alter underlying assumptions around our 2019 Wireless, Cable, and/or Media results in the current and future years, the impacts of which are currently unknown and not factored into our guidance;

• overall wireless and cable market penetration in Canada grows in 2019 at a similar rate as in 2018, supported by healthy economic conditions and population growth;

• continued subscriber growth in Wireless and Internet and a decline in Television and Phone subscribers; and

• our market share of wireless and cable subscriber growth is maintained;

• Wireless and Cable customers continue to upgrades their services to higher speed and consumption tiers;

• lower Wireless overage revenue as a result of the faster-than-expected adoption of our new Rogers Infinite™ unlimited data plans;

• capital expenditures continue to focus on our network and service investments:

• we continue to invest appropriately to ensure we have competitive wireless and cable networks through (i) building a 4.5G to 5G wireless network and (ii) upgrading our hybrid fibre-coaxial network to lower the number of homes passed per node, utilize the latest technologies, and deliver an even more reliable customer experience; and

• we continue to invest in service capabilities.

Rogers Communications Inc. 40 Third Quarter 2019

Our conclusions, forecasts, and projections are based 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.

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 2018 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. 41 Third Quarter 2019

EX-99.2

Exhibit 99.2

Rogers Communications Inc.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Three and nine months ended September 30, 2019 and 2018

Rogers Communications Inc. 1 Third Quarter 2019

Rogers Communications Inc.

Interim Condensed Consolidated Statements of Income

(In millions of Canadian dollars, except per share amounts, unaudited)

		Three months ended September 30			Nine months ended September 30
	Note	2019	2018		2019	2018
Revenue	4	3,754	3,769		11,121	11,158
Operating expenses:
Operating costs	5	2,042	2,149		6,439	6,696
Depreciation and amortization		627	558		1,850	1,647
Gain on disposition of property, plant and equipment		—	(5	)	—	(16	)
Restructuring, acquisition and other	6	42	47		101	116
Finance costs	7	215	176		610	588
Other expense (income)	8	16	15		2	(6	)
Income before income tax expense		812	829		2,119	2,133
Income tax expense		219	235		544	576
Net income for the period		593	594		1,575	1,557
Earnings per share:
Basic	9	$1.16	$1.15		$3.07	$3.02
Diluted	9	$1.14	$1.15		$3.05	$3.01

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

Rogers Communications Inc. 2 Third Quarter 2019

Rogers Communications Inc.

Interim Condensed Consolidated Statements of Comprehensive Income

(In millions of Canadian dollars, unaudited)

	Three months ended September 30				Nine months ended September 30
	2019		2018		2019		2018
Net income for the period	593		594		1,575		1,557
Other comprehensive income (loss):
Items that will not be reclassified to income
Equity investments measured at fair value through other comprehensive income (FVTOCI):
Increase (decrease) in fair value	202		(7	)	638		(428	)
Related income tax (expense) recovery	(27	)	2		(87	)	58
Equity investments measured at FVTOCI	175		(5	)	551		(370	)
Items that may subsequently be reclassified to income:
Cash flow hedging derivative instruments:
Unrealized gain (loss) in fair value of derivative instruments	653		(132	)	319		118
Reclassification to net income of (gain) loss on debt derivatives	(114	)	135		262		(249	)
Reclassification to net income or property, plant and equipment of (gain) loss on expenditure derivatives	(17	)	—		(51	)	5
Reclassification to net income for accrued interest	(11	)	(10	)	(35	)	(33	)
Related income tax (expense) recovery	(102	)	14		(62	)	5
Cash flow hedging derivative instruments	409		7		433		(154	)
Share of other comprehensive income (loss) of equity-accounted investments, net of tax	1		(5	)	(5	)	5
Other comprehensive income (loss) for the period	585		(3	)	979		(519	)
Comprehensive income for the period	1,178		591		2,554		1,038

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

Rogers Communications Inc. 3 Third Quarter 2019

Rogers Communications Inc.

Interim Condensed Consolidated Statements of Financial Position

(In millions of Canadian dollars, unaudited)

		As at September 30	As at January 1	As at December 31
	Note	2019	2019	2018
			(see note 2)
Assets
Current assets:
Cash and cash equivalents		262	405	405
Accounts receivable		2,097	2,259	2,259
Inventories		393	466	466
Current portion of contract assets		1,154	1,052	1,052
Other current assets		472	413	436
Current portion of derivative instruments	10	129	270	270
Total current assets		4,507	4,865	4,888
Property, plant and equipment		13,661	13,261	11,780
Intangible assets	11	8,893	7,205	7,205
Investments	12	2,744	2,134	2,134
Derivative instruments	10	1,639	1,339	1,339
Contract assets		488	535	535
Other long-term assets		207	132	132
Goodwill		3,923	3,905	3,905
Total assets		36,062	33,376	31,918
Liabilities and shareholders' equity
Current liabilities:
Short-term borrowings	13	1,708	2,255	2,255
Accounts payable and accrued liabilities		2,572	2,997	3,052
Income tax payable		129	177	177
Other current liabilities		114	132	132
Contract liabilities		166	233	233
Current portion of long-term debt	14	1,400	900	900
Current portion of lease liabilities	15	219	190	—
Current portion of derivative instruments	10	3	87	87
Total current liabilities		6,311	6,971	6,836
Provisions		37	35	35
Long-term debt	14	14,879	13,390	13,390
Derivative instruments	10	11	22	22
Lease liabilities	15	1,435	1,355	—
Other long-term liabilities		445	546	546
Deferred tax liabilities		3,301	2,901	2,910
Total liabilities		26,419	25,220	23,739
Shareholders' equity	16	9,643	8,156	8,179
Total liabilities and shareholders' equity		36,062	33,376	31,918
Subsequent events	16
Contingent liabilities	19

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

Rogers Communications Inc. 4 Third Quarter 2019

Rogers Communications Inc.

Interim Condensed Consolidated Statements of Changes in Shareholders' Equity

(In millions of Canadian dollars, except number of shares, unaudited)

	Class A Voting Shares			Class B Non-Voting Shares
Nine months ended September 30, 2019	Amount	Number of shares (000s)		Amount		Number of shares (000s)		Retained earnings		FVTOCI investment reserve		Hedging reserve		Equity investment reserve		Total shareholders' equity
Balances, December 31, 2018	71	111,155		406		403,657		7,182		636		(125	)	9		8,179
Adjustments pertaining to IFRS 16 adoption (see note 2)	—	—		—		—		(23	)	—		—		—		(23	)
Balances, January 1, 2019 (see note 2)	71	111,155		406		403,657		7,159		636		(125	)	9		8,156
Net income for the period	—	—		—		—		1,575		—		—		—		1,575
Other comprehensive income (loss):
FVTOCI investments, net of tax	—	—		—		—		—		551		—		—		551
Derivative instruments accounted for as hedges, net of tax	—	—		—		—		—		—		433		—		433
Share of equity-accounted investments, net of tax	—	—		—		—		—		—		—		(5	)	(5	)
Total other comprehensive income (loss)	—	—		—		—		—		551		433		(5	)	979
Comprehensive income for the period	—	—		—		—		1,575		551		433		(5	)	2,554
Reclassification to retained earnings for disposition of FVTOCI investments	—	—		—		—		16		(16	)	—		—		—
Transactions with shareholders recorded directly in equity:
Repurchase of Class B Non-Voting Shares	—	—		(4	)	(4,273	)	(294	)	—		—		—		(298	)
Dividends declared	—	—		—		—		(769	)	—		—		—		(769	)
Share class exchange	—	(1	)	—		1		—		—		—		—		—
Total transactions with shareholders	—	(1	)	(4	)	(4,272	)	(1,063	)	—		—		—		(1,067	)
Balances, September 30, 2019	71	111,154		402		399,385		7,687		1,171		308		4		9,643

	Class A Voting Shares				Class B Non-Voting Shares
Nine months ended September 30, 2018	Amount		Number of shares (000s)		Amount	Number of shares (000s)	Retained earnings		FVTOCI investment reserve		Hedging reserve		Equity investment reserve		Total shareholders' equity
Balances, January 1, 2018	72		112,407		405	402,403	6,070		1,013		(63	)	(5	)	7,492
Net income for the period	—		—		—	—	1,557		—		—		—		1,557
Other comprehensive income (loss):
FVTOCI investments, net of tax	—		—		—	—	—		(370	)	—		—		(370	)
Derivative instruments accounted for as hedges, net of tax	—		—		—	—	—		—		(154	)	—		(154	)
Share of equity-accounted investments, net of tax	—		—		—	—	—		—		—		5		5
Total other comprehensive income (loss)	—		—		—	—	—		(370	)	(154	)	5		(519	)
Comprehensive income for the period	—		—		—	—	1,557		(370	)	(154	)	5		1,038
Transactions with shareholders recorded directly in equity:
Dividends declared	—		—		—	—	(741	)	—		—		—		(741	)
Shares issued on exercise of stock options	—		—		—	2	—		—		—		—		—
Share class exchange	(1	)	(1,252	)	1	1,252	—		—		—		—		—
Total transactions with shareholders	(1	)	(1,252	)	1	1,254	(741	)	—		—		—		(741	)
Balances, September 30, 2018	71		111,155		406	403,657	6,886		643		(217	)	—		7,789

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

Rogers Communications Inc. 5 Third Quarter 2019

Rogers Communications Inc.

Interim Condensed Consolidated Statements of Cash Flows

(In millions of Canadian dollars, unaudited)

		Three months ended September 30				Nine months ended September 30
	Note	2019		2018		2019		2018
Operating activities:
Net income for the period		593		594		1,575		1,557
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		627		558		1,850		1,647
Program rights amortization		17		9		58		39
Finance costs	7	215		176		610		588
Income tax expense		219		235		544		576
Post-employment benefits contributions, net of expense		33		31		(82	)	(38	)
Gain on disposition of property, plant and equipment		—		(5	)	—		(16	)
Net change in contract asset balances		(26	)	(74	)	(55	)	(168	)
Other		5		20		65		15
Cash provided by operating activities before changes in non-cash working capital items, income taxes paid, and interest paid		1,683		1,544		4,565		4,200
Change in non-cash operating working capital items	20	(57	)	77		(279	)	(72	)
Cash provided by operating activities before income taxes paid and interest paid		1,626		1,621		4,286		4,128
Income taxes paid		(99	)	(125	)	(345	)	(316	)
Interest paid		(222	)	(192	)	(581	)	(575	)
Cash provided by operating activities		1,305		1,304		3,360		3,237
Investing activities:
Capital expenditures	20	(657	)	(700	)	(2,016	)	(1,962	)
Additions to program rights		(15	)	(16	)	(29	)	(28	)
Changes in non-cash working capital related to capital expenditures and intangible assets		(63	)	(37	)	(144	)	(232	)
Acquisitions and other strategic transactions, net of cash acquired	11	—		—		(1,731	)	—
Other		11		5		1		16
Cash used in investing activities		(724	)	(748	)	(3,919	)	(2,206	)
Financing activities:
Net (repayment) proceeds received on short-term borrowings	13	(311	)	(255	)	(523	)	252
Net issuance (repayment) of long-term debt	14	—		—		2,276		(823	)
Net (payments) proceeds on settlement of debt derivatives and forward contracts	10	(22	)	16		(126	)	362
Principal payments of lease liabilities	15	(45	)	—		(124	)	—
Transaction costs incurred	14	—		(2	)	(33	)	(18	)
Repurchase of Class B Non-Voting Shares	16	(89	)	—		(294	)	—
Dividends paid		(256	)	(247	)	(760	)	(741	)
Cash (used in) provided by financing activities		(723	)	(488	)	416		(968	)
Change in cash and cash equivalents		(142	)	68		(143	)	63
Cash and cash equivalents (bank advances), beginning of period		404		(11	)	405		(6	)
Cash and cash equivalents, end of period		262		57		262		57

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

Rogers Communications Inc. 6 Third Quarter 2019

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

NOTE 1: NATURE OF THE BUSINESS

Rogers Communications Inc. is a diversified Canadian communications and media company. Substantially all of our operations and sales are in Canada. RCI is incorporated in Canada and its registered office is located at 333 Bloor Street East, Toronto, Ontario, M4W 1G9. RCI's shares are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI).

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 report our results of operations in three reportable 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, telephony (phone), and smart home monitoring services for Canadian consumers and businesses, and 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 business, 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, and digital media.

During the nine months ended September 30, 2019, Wireless and Cable were operated by our wholly-owned subsidiary, Rogers Communications Canada Inc. (RCCI), and certain other wholly-owned subsidiaries. Media was operated by our wholly-owned subsidiary, Rogers Media Inc., and its subsidiaries.

Our operating results are subject to seasonal fluctuations that materially impact quarter-to-quarter operating results and thus, one quarter's operating results are not necessarily indicative of a subsequent quarter's operating results. These fluctuations are described in note 1 to our annual audited consolidated financial statements for the year ended December 31, 2018 (2018 financial statements).

Statement of Compliance

We prepared our interim condensed consolidated financial statements for the three and nine months ended September 30, 2019 (third quarter 2019 interim financial statements) in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB), following the same accounting policies and methods of application as those disclosed in our 2018 financial statements with the exception of new accounting policies that were adopted on January 1, 2019 as described in note 2. These third quarter 2019 interim financial statements were approved by RCI's Board of Directors on October 22, 2019.

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The notes presented in these third quarter 2019 interim financial statements include only significant transactions and changes occurring for the nine months since our year-end of December 31, 2018 and do not include all disclosures required by International Financial Reporting Standards (IFRS) as issued by the IASB for annual financial statements. These third quarter 2019 interim financial statements should be read in conjunction with the 2018 financial statements.

All dollar amounts are in Canadian dollars unless otherwise stated.

New Accounting Standards

IFRS 16 - Leases (IFRS 16)

Effective January 1, 2019, we adopted IFRS 16, which supersedes previous accounting standards for leases, including IAS 17, Leases (IAS 17)and IFRIC 4, Determining whether an arrangement contains a lease (IFRIC 4).

IFRS 16 introduced a single accounting model for lessees. A lessee is required to recognize, on its statement of financial position, a right-of-use asset, representing its right to use the underlying leased asset, and a lease liability, representing its obligation to make lease payments. As a result of adopting IFRS 16, we have recognized a significant increase to both assets and liabilities on our Consolidated Statements of Financial Position, as well as a decrease to operating costs (for the removal of rent expense for leases), an increase to depreciation and amortization (due to depreciation of the

Rogers Communications Inc. 7 Third Quarter 2019

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

right-of-use asset), and an increase to finance costs (due to accretion of the lease liability). The accounting treatment for lessors remains largely the same as under IAS 17.

We adopted IFRS 16 with the cumulative effect of initial application recognized as an adjustment to retained earnings within shareholders' equity on January 1, 2019. We have not restated comparatives for 2018. At transition, we applied the practical expedient available to us as lessee that allows us to maintain our lease assessments made under IAS 17 and IFRIC 4 for existing contracts. Therefore, the definition of a lease under IFRS 16 was applied only to contracts entered into or changed after January 1, 2019.

For leases that were classified as operating leases under IAS 17, lease liabilities at transition have been measured at the present value of remaining lease payments, discounted at the related incremental borrowing rate as at January 1, 2019. Generally, right-of-use assets at transition have been measured at an amount equal to the corresponding lease liabilities, adjusted for any prepaid or accrued rent relating to that lease. For certain leases where we have readily available information, we have elected to measure the right-of-use assets at their carrying amounts as if IFRS 16 had been applied since the lease commencement date using the related incremental borrowing rate for the remaining lease period as at January 1, 2019.

When applying IFRS 16 to leases previously classified as operating leases, the following practical expedients were available to us. We have:

• applied a single discount rate to a portfolio of leases with similar characteristics;

• excluded initial direct costs from measuring the right-of-use asset as at January 1, 2019;

• used hindsight in determining the lease term where the contract contains purchase, extension, or termination options; and

• relied upon our assessment of whether leases are onerous under the requirements of IAS 37, Provisions, contingent liabilities and contingent assets as at December 31, 2018 as an alternative to reviewing our right-of-use assets for impairment.

We have elected to not separate fixed non-lease components from lease components and instead account for each lease component and associated fixed non-lease components as a single lease component. On transition, we have not elected the recognition exemptions on short-term leases or low-value leases; however, we may choose to elect the recognition exemptions on a class-by-class basis for new classes, and lease-by-lease basis, respectively, in the future.

There was no significant impact for contracts in which we are the lessor.

Rogers Communications Inc. 8 Third Quarter 2019

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

Reconciliation of condensed consolidated statement of financial position as at January 1, 2019

Below is the effect of transition to IFRS 16 on our condensed consolidated statement of financial position as at January 1, 2019.

(In millions of dollars)	Reference	As reported as at December 31, 2018	Effect of IFRS 16 transition		Subsequent to transition as at January 1, 2019
Assets
Current assets:
Cash and cash equivalents		405	—		405
Accounts receivable		2,259	—		2,259
Inventories		466	—		466
Current portion of contract assets		1,052	—		1,052
Other current assets		436	(23	)	413
Current portion of derivative instruments		270	—		270
Total current assets		4,888	(23	)	4,865
Property, plant and equipment	i	11,780	1,481		13,261
Intangible assets		7,205	—		7,205
Investments		2,134	—		2,134
Derivative instruments		1,339	—		1,339
Contract assets		535	—		535
Other long-term assets		132	—		132
Goodwill		3,905	—		3,905
Total assets		31,918	1,458		33,376
Liabilities and shareholders' equity
Current liabilities:
Short-term borrowings		2,255	—		2,255
Accounts payable and accrued liabilities		3,052	(55	)	2,997
Income tax payable		177	—		177
Other current liabilities		132	—		132
Contract liabilities		233	—		233
Current portion of long-term debt		900	—		900
Current portion of derivative instruments		87	—		87
Current portion of lease liabilities	i	—	190		190
Total current liabilities		6,836	135		6,971
Provisions		35	—		35
Long-term debt		13,390	—		13,390
Derivative instruments		22	—		22
Lease liabilities	i	—	1,355		1,355
Other long-term liabilities		546	—		546
Deferred tax liabilities		2,910	(9	)	2,901
Total liabilities		23,739	1,481		25,220
Shareholders' equity		8,179	(23	)	8,156
Total liabilities and shareholders' equity		31,918	1,458		33,376

Prior to adopting IFRS 16, our total minimum operating lease commitments as at December 31, 2018 were $979 million. The weighted average discount rate applied to the total lease liabilities recognized on transition was 3.82%. The difference between the total of the minimum lease payments set out in Note 27 to our 2018 Annual Financial Statements and the total lease liabilities recognized on transition was a result of:

• the inclusion of lease payments beyond minimum commitments relating to reasonably certain renewal periods or extension options that had not yet been exercised as at December 31, 2018; partially offset by

• the effect of discounting on the minimum lease payments; and

Rogers Communications Inc. 9 Third Quarter 2019

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

• certain costs to which we are contractually committed under lease contracts but which do not qualify to be accounted for as a lease liability, such as variable lease payments not tied to an index or rate.

i) Right-of-use assets and lease liabilities

We have recorded a right-of-use asset and a lease liability for all existing leases at the lease commencement date, which is January 1, 2019 for the purposes of our adoption. The lease liability has been initially measured at the present value of lease payments that remain to be paid at the commencement date. Lease payments included in the measurement of the lease liability include:

• fixed payments, including in-substance fixed payments;

• variable lease payments that depend on an index or rate;

• amounts expected to be payable under a residual value guarantee; and

• the exercise price under a purchase option that we are reasonably certain to exercise, lease payments in an optional renewal period if we are reasonably certain to exercise an extension option, and penalties for early termination of a lease unless we are reasonably certain not to terminate early.

After transition, the right-of-use asset will initially be measured at cost, consisting of:

• the initial amount of the lease liability, adjusted for any lease payments made at or before the commencement date; plus

• any initial direct costs incurred; and

• an estimate of costs to dismantle and remove the underlying asset or restore the site on which it is located; less

• any lease incentives received.

The right-of-use asset will typically be depreciated on a straight-line basis over the lease term, unless we expect to obtain ownership of the leased asset at the end of the lease. The lease term will consist of:

• the non-cancellable period of the lease;

• periods covered by options to extend the lease, where we are reasonably certain to exercise the option; and

• periods covered by options to terminate the lease, where we are reasonably certain not to exercise the option.

See note 15 for our accounting policies, including estimates and judgments, to be used for accounting for leases under IFRS 16.

NOTE 3: SEGMENTED INFORMATION

Our reportable segments are Wireless, Cable, and Media. All three segments operate substantially in Canada. Corporate items and eliminations include our interests in businesses that are not reportable operating segments, corporate administrative functions, and eliminations of inter-segment revenues and costs. We follow the same accounting policies for our segments as those described in note 2 of our 2018 Annual Audited Consolidated Financial Statements and as described in note 2 of the third quarter 2019 interim financial statements. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. We account for transactions between reportable segments in the same way we account for transactions with external parties, however eliminate them on consolidation.

The Chief Executive Officer and Chief Financial Officer of RCI are, collectively, our chief operating decision maker and regularly review our operations and performance by segment. They review adjusted EBITDA as the key measure of profit for the purpose of assessing performance of each segment and to make decisions about the allocation of resources. Adjusted EBITDA is defined as income before depreciation and amortization; (gain) loss on disposition of property, plant and equipment; restructuring, acquisition and other; finance costs; other (income) expense; and income tax expense.

Rogers Communications Inc. 10 Third Quarter 2019

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

Information by Segment

Three months ended September 30, 2019	Note	Wireless	Cable	Media	Corporate items and eliminations		Consolidated totals
(In millions of dollars)
Revenue	4	2,324	994	483	(47	)	3,754
Operating costs	5	1,186	495	353	8		2,042
Adjusted EBITDA		1,138	499	130	(55	)	1,712
Depreciation and amortization							627
Restructuring, acquisition and other	6						42
Finance costs	7						215
Other expense	8						16
Income before income taxes							812

Three months ended September 30, 2018	Note	Wireless	Cable	Media	Corporate items and eliminations		Consolidated totals
(In millions of dollars)
Revenue	4	2,331	983	488	(33	)	3,769
Operating costs	5	1,232	493	415	9		2,149
Adjusted EBITDA		1,099	490	73	(42	)	1,620
Depreciation and amortization							558
Gain on disposition of property, plant and equipment							(5	)
Restructuring, acquisition and other	6						47
Finance costs	7						176
Other expense	8						15
Income before income taxes							829

Nine months ended September 30, 2019	Note	Wireless	Cable	Media	Corporate items and eliminations		Consolidated totals
(In millions of dollars)
Revenue	4	6,757	2,967	1,542	(145	)	11,121
Operating costs	5	3,476	1,545	1,424	(6	)	6,439
Adjusted EBITDA		3,281	1,422	118	(139	)	4,682
Depreciation and amortization							1,850
Restructuring, acquisition and other	6						101
Finance costs	7						610
Other expense	8						2
Income before income taxes							2,119

Rogers Communications Inc. 11 Third Quarter 2019

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

Nine months ended September 30, 2018	Note	Wireless	Cable	Media	Corporate items and eliminations		Consolidated totals
(In millions of dollars)
Revenue	4	6,736	2,943	1,628	(149	)	11,158
Operating costs	5	3,674	1,558	1,472	(8	)	6,696
Adjusted EBITDA		3,062	1,385	156	(141	)	4,462
Depreciation and amortization							1,647
Gain on disposition of property, plant and equipment							(16	)
Restructuring, acquisition and other	6						116
Finance costs	7						588
Other income	8						(6	)
Income before income taxes							2,133

NOTE 4: REVENUE

	Three months ended September 30				Nine months ended September 30
(In millions of dollars)	2019		2018		2019		2018
Wireless
Service revenue	1,808		1,837		5,368		5,285
Equipment revenue	516		494		1,389		1,451
Total Wireless	2,324		2,331		6,757		6,736
Cable
Internet	570		534		1,684		1,578
Television	363		357		1,075		1,079
Phone	56		88		197		277
Service revenue	989		979		2,956		2,934
Equipment revenue	5		4		11		9
Total Cable	994		983		2,967		2,943
Total Media	483		488		1,542		1,628
Corporate items and intercompany eliminations	(47	)	(33	)	(145	)	(149	)
Total revenue	3,754		3,769		11,121		11,158

NOTE 5: OPERATING COSTS

	Three months ended September 30		Nine months ended September 30
(In millions of dollars)	2019	2018	2019	2018
Cost of equipment sales	537	526	1,516	1,584
Merchandise for resale	58	54	167	163
Other external purchases	949	1,001	3,192	3,312
Employee salaries, benefits, and stock-based compensation	498	568	1,564	1,637
Total operating costs	2,042	2,149	6,439	6,696

Rogers Communications Inc. 12 Third Quarter 2019

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

NOTE 6: RESTRUCTURING, ACQUISITION AND OTHER

During the three and nine months ended September 30, 2019, we incurred $42 million and $101 million (2018 - $47 million and $116 million), respectively, in restructuring, acquisition and other expenses. These expenses in 2019 and 2018 consisted of severance costs associated with the targeted restructuring of our employee base and contract termination and other costs.

NOTE 7: FINANCE COSTS

		Three months ended September 30				Nine months ended September 30
(In millions of dollars)	Note	2019		2018		2019		2018
Interest on borrowings 1		194		173		554		536
Interest on post-employment benefits liability		2		5		8		10
Loss on repayment of long-term debt	14	—		—		—		28
Loss (gain) on foreign exchange		20		(27	)	(52	)	46
Change in fair value of derivative instruments		(19	)	27		54		(32	)
Capitalized interest		(5	)	(5	)	(14	)	(15	)
Other		8		3		16		15
Finance costs before interest on lease liabilities		200		176		566		588
Interest on lease liabilities	15	15		—		44		—
Total finance costs		215		176		610		588

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

NOTE 8: OTHER EXPENSE (INCOME)

	Three months ended September 30				Nine months ended September 30
(In millions of dollars)	2019		2018		2019		2018
Losses from associates and joint ventures	25		20		28		17
Other investment income	(9	)	(5	)	(26	)	(23	)
Total other expense (income)	16		15		2		(6	)

NOTE 9: EARNINGS PER SHARE

	Three months ended September 30			Nine months ended September 30
(In millions of dollars, except per share amounts)	2019		2018	2019	2018
Numerator (basic) - Net income for the period	593		594	1,575	1,557
Denominator - Number of shares (in millions):
Weighted average number of shares outstanding - basic	511		515	513	515
Effect of dilutive securities (in millions):
Employee stock options and restricted share units	2		1	1	1
Weighted average number of shares outstanding - diluted	513		516	514	516
Earnings per share:
Basic		$1.16	$1.15	$3.07	$3.02
Diluted		$1.14	$1.15	$3.05	$3.01

For the three and nine months ended September 30, 2019, and for the nine months ended September 30, 2018, accounting for outstanding share-based payments using the equity-settled method for stock-based compensation was determined to be more dilutive than using the cash-settled method. As a result, net income for the three and nine months ended September 30, 2019 was reduced by $9 million and $6 million (2018 - nil and $2 million), respectively, in the diluted earnings per share calculation.

Rogers Communications Inc. 13 Third Quarter 2019

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

A total of 1,077,885 and 1,040,170 options were out of the money for the three and nine months ended September 30, 2019 (2018 - 37,715 and 527,550), respectively. These options were excluded from the calculation of the effect of dilutive securities because they were anti-dilutive.

NOTE 10: FINANCIAL INSTRUMENTS

Derivative Instruments

We use derivative instruments to manage financial risks related to our business activities. These include debt derivatives, bond forwards, expenditure derivatives, and equity derivatives. We only use derivatives to manage risk and not for speculative purposes.

Debt derivatives

We use cross-currency interest rate 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 US dollar-denominated commercial paper (US CP) borrowings (see note 13). 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 US CP borrowings have not been designated as hedges for accounting purposes.

The tables below summarize the debt derivatives we entered into and settled related to our credit facility borrowings and US CP program during the three and nine months ended September 30, 2019 and 2018.

		Three months ended September 30, 2019				Nine months ended September 30, 2019
(In millions of dollars, except exchange rates)	Notional  (US$)	Exchange rate	Notional (Cdn$)		Notional (US$)	Exchange rate	Notional (Cdn$)
Credit facilities
Debt derivatives entered	—	—	—		420	1.34	561
Debt derivatives settled	—	—	—		420	1.34	564
Net cash received			—				3
US commercial paper program
Debt derivatives entered	3,228	1.32	4,257		10,046	1.33	13,361
Debt derivatives settled	3,452	1.33	4,578		10,421	1.33	13,865
Net cash paid			(22	)			(18	)

		Three months ended September 30, 2018			Nine months ended September 30, 2018
(In millions of dollars, except exchange rates)	Notional  (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)
Credit facilities
Debt derivatives entered	—	—	—	125	1.26	157
Debt derivatives settled	—	—	—	125	1.26	157
Net cash (paid) received			—			(1	)
US commercial paper program
Debt derivatives entered	4,314	1.31	5,649	11,436	1.29	14,726
Debt derivatives settled	4,503	1.31	5,877	11,213	1.29	14,413
Net cash received			16			37

As at September 30, 2019, we had nil and US$799 million notional amount of debt derivatives outstanding relating to our credit facility borrowings and US CP program (December 31, 2018 - nil and US$1,178 million), respectively.

Rogers Communications Inc. 14 Third Quarter 2019

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

Senior notes

Below is a summary of the debt derivatives into which we entered related to senior notes during the nine months ended September 30, 2019 and 2018. We did not enter into any debt derivatives related to senior notes during the three months ended September 30, 2019 or 2018.

(In millions of dollars, except interest rates)
		US$			Hedging effect
Effective date	Principal/Notional amount (US$)	Maturity date	Coupon rate		Fixed hedged (Cdn$) interest rate 1		Equivalent (Cdn$)
2019 issuances
April 30, 2019	1,250	2049	4.350	%	4.173	%	1,676
2018 issuances
February 8, 2018	750	2048	4.300	%	4.193	%	938

¹  Converting from a fixed US$ coupon rate to a weighted average Cdn$ fixed rate.

As at September 30, 2019, we had US$7,300 million (December 31, 2018 - US$6,050 million) in US dollar-denominated senior notes and debentures, of which all of the associated foreign exchange risk had been hedged using debt derivatives.

In April 2018, we repaid the entire outstanding principal amount of our US$1.4 billion senior notes that were otherwise due in August 2018. At the same time, the associated debt derivatives were settled for net proceeds of $326 million, resulting in a net repayment of $1.5 billion, which was separately funded through our US CP program and our bank credit facility.

Bond forwards

From time to time, we have used bond forward derivatives (bond forwards) to hedge interest rate risk on the senior notes we had expected to issue in the future.

During the nine months ended September 30, 2019, we exercised a $500 million notional bond forward due 2019 in relation to the issuance of the $1 billion senior notes due 2029 and paid $54 million to settle the derivative. We also exercised a $400 million notional bond forward due 2019 in relation to the issuance of the US$1.25 billion senior notes due 2049 and paid $57 million to settle the derivative. We did not enter into or settle any other bond forwards during the three and nine months ended September 30, 2019 or 2018.

As at September 30, 2019, we had nil (December 31, 2018 - $900 million) notional amount of bond forwards outstanding. The outstanding bond forwards as at December 31, 2018 were all designated as hedges for accounting purposes.

Expenditure derivatives

We use foreign currency forward contracts (expenditure derivatives) to manage the foreign exchange risk in our operations, designating them as hedges for accounting purposes for certain of our forecast operational and capital expenditures.

The tables below summarize the expenditure derivatives we entered into and settled during the three and nine months ended September 30, 2019 and 2018.

		Three months ended September 30, 2019			Nine months ended September 30, 2019
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)
Expenditure derivatives entered	—	—	—	780	1.32	1,031
Expenditure derivatives settled	240	1.25	301	690	1.25	863

Rogers Communications Inc. 15 Third Quarter 2019

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

		Three months ended September 30, 2018			Nine months ended September 30, 2018
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)
Expenditure derivatives entered	120	1.30	156	720	1.24	896
Expenditure derivatives settled	210	1.30	273	630	1.30	819

As at September 30, 2019, we had US$1,170 million notional amount of expenditure derivatives outstanding (December 31, 2018 - US$1,080 million) with terms to maturity ranging from October 2019 to December 2020 (December 31, 2018 - January 2019 to December 2020), at an average rate of $1.29/US$ (December 31, 2018 - $1.24/US$).

Equity derivatives

We use total return swaps (equity derivatives) to hedge the market price appreciation risk of the RCI Class B Non-Voting common shares (Class B Non-Voting Shares) granted under our stock-based compensation programs. The equity derivatives have not been designated as hedges for accounting purposes.

As at September 30, 2019, we had equity derivatives outstanding for 4.3 million (December 31, 2018 - 5.0 million) Class B Non-Voting Shares with a weighted average price of $51.76 (December 31, 2018 - $51.54).

During the nine months ended September 30, 2019, we settled 0.7 million equity derivatives at a weighted average price of $71.66 for net proceeds of $16 million.

During the nine months ended September 30, 2018, we settled 0.4 million equity derivatives at a weighted average price of $61.15 for net proceeds of $4 million.

We did not enter into any equity derivatives during the three or nine months endedSeptember 30, 2019 or 2018. We have executed extension agreements for our equity derivative contracts under substantially the same terms and conditions with revised expiry dates to April 2020 (from April 2019).

Fair Values of Financial Instruments

The carrying values of cash and cash equivalents, accounts receivable, bank advances, short-term borrowings, and accounts payable and accrued liabilities approximate their fair values because of the short-term nature of these financial instruments.

We determine the fair value of each of our publicly traded investments using quoted market values. We determine the fair value of our private investments by using implied valuations from follow-on financing rounds, third-party sale negotiations, or using market-based approaches. These are applied appropriately to each investment depending on its future operating and profitability prospects.

The fair values of each of our public debt instruments are based on the period-end estimated market yields, or period-end trading values, where available. We determine the fair values of our debt derivatives and expenditure derivatives using an estimated credit-adjusted mark-to-market valuation by discounting cash flows to the measurement date. In the case of debt derivatives and expenditure derivatives in an asset position, the credit spread for the financial institution counterparty is added to the risk-free discount rate to determine the estimated credit-adjusted value for each derivative. For those debt derivatives and expenditure derivatives in a liability position, our credit spread is added to the risk-free discount rate for each derivative.

The fair value of each of our bond forwards is determined by discounting to the measurement date the cash flows that result from multiplying the bond forward's notional amount by the difference between the period-end market forward yields and the forward yield in each bond forward.

The fair values of our equity derivatives are based on the quoted market value of Class B Non-Voting Shares.

Rogers Communications Inc. 16 Third Quarter 2019

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

Our disclosure of the three-level fair value hierarchy reflects the significance of the inputs used in measuring fair value:

• financial assets and financial liabilities in Level 1 are valued by referring to quoted prices in active markets for identical assets and liabilities;

• financial assets and financial liabilities in Level 2 are valued using inputs based on observable market data, either directly or indirectly, other than the quoted prices; and

• Level 3 valuations are based on inputs that are not based on observable market data.

There were no material financial instruments categorized in Level 3 as at September 30, 2019 or December 31, 2018 and there were no transfers between Level 1, Level 2, or Level 3 during the three or nine months endedSeptember 30, 2019 or 2018.

Below is a summary of our financial instruments carried at fair value as at September 30, 2019 and December 31, 2018.

	Carrying value		Fair value (Level 1)		Fair value (Level 2)
	As at Sept. 30	As at Dec. 31	As at Sept. 30	As at Dec. 31	As at Sept. 30	As at Dec. 31
(In millions of dollars)	2019	2018	2019	2018	2019	2018
Financial assets
Investments, measured at fair value:
Investments in publicly traded companies	1,711	1,051	1,711	1,051	—	—
Derivatives:
Debt derivatives accounted for as cash flow hedges	1,670	1,354	—	—	1,670	1,354
Debt derivatives not accounted for as hedges	1	41	—	—	1	41
Expenditure derivatives accounted for as cash flow hedges	42	122	—	—	42	122
Equity derivatives not accounted for as hedges	55	92	—	—	55	92
Total financial assets	3,479	2,660	1,711	1,051	1,768	1,609
Financial liabilities
Derivatives:
Debt derivatives accounted for as cash flow hedges	10	22	—	—	10	22
Bond forwards accounted for as cash flow hedges	—	87	—	—	—	87
Expenditure derivatives accounted for as cash flow hedges	4	—	—	—	4	—
Total financial liabilities	14	109	—	—	14	109

Below is a summary of the fair value of our long-term debt as at September 30, 2019 and December 31, 2018.

	As at September 30, 2019		As at December 31, 2018
(In millions of dollars)	Carrying amount	Fair value 1	Carrying amount	Fair value 1
Long-term debt (including current portion)	16,279	18,843	14,290	15,110

¹  Long-term debt (including current portion) is measured at Level 2 in the three-level fair value hierarchy.

NOTE 11: INTANGIBLE ASSETS

600 MHz Spectrum Licence Acquisition

In April 2019, Innovation, Science and Economic Development Canada announced the results of the 600 MHz spectrum licence auction that was held in March and April 2019. We were awarded fifty-two 10 MHz spectrum licences consisting of contiguous, paired blocks in all provinces and territories across Canada. Upon acquisition, we recognized the spectrum licences as indefinite-life intangible assets of $1,731 million, including directly attributable costs.

Rogers Communications Inc. 17 Third Quarter 2019

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

NOTE 12: INVESTMENTS

	As at September 30	As at December 31
(In millions of dollars)	2019	2018
Investments in:
Publicly traded companies	1,711	1,051
Private companies	128	145
Investments, measured at FVTOCI	1,839	1,196
Investments, associates and joint ventures	905	938
Total investments	2,744	2,134

NOTE 13: SHORT-TERM BORROWINGS

Below is a summary of our short-term borrowings as at September 30, 2019 and December 31, 2018.

	As at September 30	As at December 31
(In millions of dollars)	2019	2018
Accounts receivable securitization program	650	650
US commercial paper program	1,058	1,605
Total short-term borrowings	1,708	2,255

The tables below summarize the activity relating to our short-term borrowings for the three and nine months ended September 30, 2019 and 2018.

			Three months ended September 30, 2019					Nine months ended September 30, 2019
	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	3,228		1.32	4,257		10,046		1.33	13,361
Repayment of US commercial paper	(3,461	)	1.32	(4,568	)	(10,446	)	1.33	(13,881	)
Net repayment of US commercial paper				(311	)				(520	)
Proceeds received from credit facilities	—		—	—		420		1.34	561
Repayment of credit facilities	—		—	—		(420	)	1.34	(564	)
Net repayment of credit facilities				—					(3	)
Net repayment of short-term borrowings				(311	)				(523	)

			Three months ended September 30, 2018					Nine months ended September 30, 2018
	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	4,314		1.31	5,649		11,436		1.29	14,726
Repayment of US commercial paper	(4,512	)	1.31	(5,904	)	(11,232	)	1.29	(14,474	)
Net (repayment of) proceeds received from US commercial paper				(255	)				252
Proceeds received from accounts receivable securitization				—					225
Repayment of accounts receivable securitization				—					(225	)
Net proceeds received from accounts receivable securitization				—					—
Net (repayment of) proceeds received on short-term borrowings				(255	)				252

Rogers Communications Inc. 18 Third Quarter 2019

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

Accounts Receivable Securitization Program

Below is a summary of our accounts receivable securitization program as at September 30, 2019 and December 31, 2018.

	As at September 30		As at December 31
(In millions of dollars)	2019		2018
Trade accounts receivable sold to buyer as security	1,263		1,391
Short-term borrowings from buyer	(650	)	(650	)
Overcollateralization	613		741

There was no net activity related to our accounts receivable securitization program for the three and nine months ended September 30, 2019 and 2018.

US Commercial Paper Program

The tables below summarize the activity relating to our US CP program for the three and nine months ended September 30, 2019 and 2018.

			Three months ended September 30, 2019					Nine months ended September 30, 2019
	Notional		Exchange	Notional		Notional		Exchange	Notional
(In millions of dollars, except exchange rates)	(US$)		rate	(Cdn$)		(US$)		rate	(Cdn$)
US commercial paper program, beginning of period	1,023		1.31	1,339		1,178		1.36	1,605
Net repayment of US commercial paper	(233	)	1.33	(311	)	(400	)	1.30	(520	)
Discounts on issuance 1	9		1.11	10		21		1.33	28
Loss (gain) on foreign exchange 1				20					(55	)
US commercial paper program, end of period	799		1.32	1,058		799		1.32	1,058

¹ Included in finance costs.

			Three months ended September 30, 2018				Nine months ended September 30, 2018
	Notional		Exchange	Notional		Notional	Exchange	Notional
(In millions of dollars, except exchange rates)	(US$)		rate	(Cdn$)		(US$)	rate	(Cdn$)
US commercial paper program, beginning of period	1,159		1.32	1,526		746	1.25	935
Net (repayment of) proceeds received from US commercial paper	(198	)	1.29	(255	)	204	1.24	252
Discounts on issuance 1	7		1.29	9		18	1.33	24
(Gain) loss on foreign exchange 1				(27	)			42
US commercial paper program, end of period	968		1.29	1,253		968	1.29	1,253

¹ Included 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 10). We have not designated these debt derivatives as hedges for accounting purposes.

Non-Revolving Credit Facility

On April 1, 2019, we entered into a new US$2.2 billion ($2.9 billion) non-revolving credit facility. Subsequently, we borrowed US$420 million ($561 million) and subsequently repaid US$420 million ($564 million) on this facility. Concurrent with the borrowings, we entered into debt derivatives to hedge the foreign currency risk associated with the borrowings under the non-revolving credit facility. We did not designate these debt derivatives as hedges for accounting purposes. On May 3, 2019, we cancelled the non-revolving credit facility.

Rogers Communications Inc. 19 Third Quarter 2019

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

NOTE 14: LONG-TERM DEBT

			Principal amount	Interest rate		As at September 30		As at December 31
(In millions of dollars, except interest rates)	Due date					2019		2018
Senior notes	2019		400	2.800	%	—		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	%	662		682
Senior notes	2023	US	850	4.100	%	1,126		1,160
Senior notes	2024		600	4.000	%	600		600
Senior notes	2025	US	700	3.625	%	927		955
Senior notes	2026	US	500	2.900	%	662		682
Senior notes	2029		1,000	3.250	%	1,000		—
Senior debentures 1	2032	US	200	8.750	%	265		273
Senior notes	2038	US	350	7.500	%	464		478
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	%	662		682
Senior notes	2043	US	650	5.450	%	861		887
Senior notes	2044	US	1,050	5.000	%	1,390		1,433
Senior notes	2048	US	750	4.300	%	993		1,022
Senior notes	2049	US	1,250	4.350	%	1,655		—
						16,417		14,404
Deferred transaction costs and discounts						(138	)	(114	)
Less current portion						(1,400	)	(900	)
Total long-term debt						14,879		13,390

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 September 30, 2019 and December 31, 2018.

Rogers Communications Inc. 20 Third Quarter 2019

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

The tables below summarize the activity relating to our long-term debt for the three and nine months ended September 30, 2019 and 2018.

		Three months ended September 30, 2019			Nine months ended September 30, 2019
(In millions of dollars, except exchange rates)	Notional	Exchange	Notional	Notional	Exchange	Notional
	(US$)	rate	(Cdn$)	(US$)	rate	(Cdn$)
Senior note issuances (Cdn$)			—			1,000
Senior note issuances (US$)	—	—	—	1,250	1.34	1,676
Total issuance of senior notes			—			2,676
Senior note repayments (Cdn$)			—			(400	)
Net issuance of senior notes			—			2,276
Net issuance of long-term debt			—			2,276

		Three months ended September 30, 2018				Nine months ended September 30, 2018
(In millions of dollars, except exchange rates)	Notional	Exchange	Notional	Notional		Exchange	Notional
	(US$)	rate	(Cdn$)	(US$)		rate	(Cdn$)
Credit facility borrowings (US$)	—	—	—	125		1.26	157
Credit facility repayments (US$)	—	—	—	(125	)	1.26	(157	)
Net borrowings under credit facilities			—				—
Senior note issuances (US$)	—	—	—	750		1.25	938
Senior note repayments (US$)	—	—	—	(1,400	)	1.26	(1,761	)
Net repayment of senior notes			—				(823	)
Net repayment of long-term debt			—				(823	)

	Three months ended September 30			Nine months ended September 30
(In millions of dollars)	2019	2018		2019		2018
Long-term debt net of transaction costs, beginning of period	16,163	14,000		14,290		14,448
Net issuance (repayment) of long-term debt	—	—		2,276		(823	)
Loss (gain) on foreign exchange	113	(135	)	(263	)	250
Deferred transaction costs incurred	—	(2	)	(33	)	(18	)
Amortization of deferred transaction costs	3	2		9		8
Long-term debt net of transaction costs, end of period	16,279	13,865		16,279		13,865

Senior Notes

Issuance of senior notes and related derivatives

In April 2019, we issued $1 billion senior notes due 2029 at a rate of 3.25% and US$1.25 billion senior notes due 2049 at a rate of 4.35%. Concurrent with the issuances, we exercised our outstanding bond forwards and entered into debt derivatives to convert all interest and principal payment obligations on the US$-denominated senior notes to Canadian dollars. We received net proceeds of $2.7 billion from the issuances. See note 10 for more information on our derivative instruments.

In February 2018, we issued US$750 million senior notes due 2048 with a coupon of 4.3%. At the same time, we entered into debt derivatives to convert all interest and principal payment obligations to Canadian dollars. As a result, we received net proceeds of $938 million from the issuance.

Rogers Communications Inc. 21 Third Quarter 2019

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

Repayment of senior notes and related derivative settlements

The tables below summarize the repayment of our senior notes for the three and nine months ended September 30, 2019 and 2018. There were no debt derivatives associated with the Canadian dollar-denominated senior notes repaid in 2019.

	Three months ended September 30, 2019		Nine months ended September 30, 2019
(In millions of dollars) Maturity date	Notional amount (US$)	Notional amount (Cdn$)	Notional amount (US$)	Notional amount (Cdn$)
March 2019	—	—	—	400

	Three months ended September 30, 2018		Nine months ended September 30, 2018
(In millions of dollars) Maturity date	Notional amount (US$)	Notional amount (Cdn$)	Notional amount (US$)	Notional amount (Cdn$)
August 2018, repaid April 2018	—	—	1,400	1,761

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. During the nine months ended September 30, 2018, we recognized a $28 million loss on repayment of long-term debt reflecting our obligation to pay redemption premiums upon repayment (see note 7).

Letter of Credit Facilities

Subsequent to the final payment for the 600 MHz spectrum licence acquisition in May 2019 (see note 11), we cancelled $881 million of letters of credit.

NOTE 15: LEASES

Accounting Policy

At inception of a contract, we assess whether that contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, we assess whether:

• the contract involves the use of an identified asset;

• we have the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use; and

• we have the right to direct the use of the asset.

Lessee accounting

We record a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, consisting of:

• the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date; plus

• any initial direct costs incurred; and

• an estimate of costs to dismantle and remove the underlying asset or restore the site on which it is located; less

• any lease incentives received.

The right-of-use asset is typically depreciated on a straight-line basis over the lease term, unless we expect to obtain ownership of the leased asset at the end of the lease. The lease term consists of:

• the non-cancellable period of the lease;

• periods covered by options to extend the lease, where we are reasonably certain to exercise the option; and

• periods covered by options to terminate the lease, where we are reasonably certain not to exercise the option.

If we expect to obtain ownership of the leased asset at the end of the lease, we depreciate the right-of-use asset over the underlying asset's estimated useful life. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, our incremental borrowing rate. We use the relevant incremental borrowing rate as the interest rate implicit in our leases cannot be

Rogers Communications Inc. 22 Third Quarter 2019

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

readily determined. The lease liability is subsequently measured at amortized cost using the effective interest rate method.

Lease payments included in the measurement of the lease liability include:

• fixed payments, including in-substance fixed payments;

• variable lease payments that depend on an index or rate;

• amounts expected to be payable under a residual value guarantee; and

• the exercise price under a purchase option that we are reasonably certain to exercise, lease payments in an optional renewal period if we are reasonably certain to exercise an extension option, and penalties for early termination of a lease unless we are reasonably certain not to terminate early.

The lease liability is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in our estimate of the amount expected to be payable under a residual value guarantee, or if we change our assessment of whether or not we will exercise a purchase, extension, or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset.

The lease liability is also remeasured when the underlying lease contract is amended. When there is a decrease in contract scope, the lease liability and right-of-use asset will decrease relative to this change with the difference recorded in net income prior to the remeasurement of lease liability.

We have elected not to separate fixed non-lease components and account for the lease and any fixed non-lease components as a single lease component.

Variable lease payments

Certain leases contain provisions that result in differing lease payments over the term as a result of market rate reviews or changes in the Consumer Price Index (CPI) or other similar indices. We reassess the lease liabilities related to these leases when the index or other data is available to calculate the change in lease payments.

Certain leases require us to make payments that relate to property taxes, insurance, and other non-rental costs. These non-rental costs are typically variable and are not included in the calculation of the right-of-use asset or lease liability.

Lessor accounting

When we act as a lessor, we determine at lease inception whether each lease is a finance lease or an operating lease.

In order to classify each lease as either finance or operating, we make an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards incidental to ownership of the underlying asset. If it does, the lease is a finance lease; if not, it is an operating lease.

We act as the lessor on certain collocation leases, whereby, due to certain regulatory requirements, we must allow other telecommunication companies to lease space on our wireless network towers. We do not believe we transfer substantially all of the risks and rewards incidental to ownership of the underlying leased asset to the lessee and therefore classify these leases as operating leases.

If an arrangement contains both lease and non-lease components, we apply IFRS 15, Revenue from contracts with customers to allocate the consideration in the contract between the lease and the non-lease components.

We recognize lease payments received under operating leases into income on a straight-line basis. All of the leases for which we act as lessor are classified as operating leases.

Use of Estimates and Judgments

Estimates

We estimate the lease term by considering the facts and circumstances that can create an economic incentive to exercise an extension option, or not exercise a termination option. We make certain qualitative and quantitative assumptions when deriving the value of the economic incentive.

Judgments

We make judgments in determining whether a contract contains an identified asset. The identified asset should be physically distinct or represent substantially all of the capacity of the asset, and should provide us with the right to substantially all of the economic benefits from the use of the asset.

Rogers Communications Inc. 23 Third Quarter 2019

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

We also make judgments in determining whether or not we have the right to control the use of the identified asset. We have that right when we have the decision-making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decisions about how and for what purpose the asset is used are predetermined, we have the right to direct the use of the asset if we have the right to operate the asset or if we designed the asset in a way that predetermines how and for what purpose the asset will be used.

We make judgments in determining the incremental borrowing rate used to measure our lease liability for each lease contract, including an estimate of the asset-specific security impact. The incremental borrowing rate should reflect the interest that we would have to pay to borrow at a similar term and with a similar security.

Certain of our leases contain extension or renewal options that are exercisable only by us and not by the lessor. At lease commencement, we assess whether we are reasonably certain to exercise any of the extension options based on our expected economic return from the lease. We typically exercise extension options on our leases, especially related to our networks, primarily due to the significant cost that would be required to relocate our network towers and related equipment. We periodically reassess whether we are reasonably certain to exercise the options and account for any changes at the date of the reassessment.

Explanatory Information

We primarily lease land and buildings relating to our wireless and cable networks, our retail store presence, and certain of our offices and other corporate buildings. The non-cancellable contract periods for our leases typically range from five to fifteen years.

Lease liabilities

Below is a summary of the activity related to our lease liabilities for the three and nine months ended September 30, 2019.

	Three months ended September 30		Nine months ended September 30
(In millions of dollars)	2019		2019
Lease liabilities, beginning of period	1,608		1,545
Net additions	89		223
Interest on lease liabilities	15		44
Interest payments on lease liabilities	(13	)	(34	)
Principal payments of lease liabilities	(45	)	(124	)
Lease liabilities, end of period	1,654		1,654

NOTE 16: SHAREHOLDERS' EQUITY

Dividends

Below is a summary of the dividends we declared and paid on our outstanding RCI Class A Voting common shares (Class A Shares) and Class B Non-Voting Shares in 2019 and 2018.

Date declared	Date paid	Dividend per share (dollars)
January 24, 2019	April 1, 2019	0.50
April 17, 2019	July 2, 2019	0.50
June 5, 2019	October 1, 2019	0.50
January 25, 2018	April 3, 2018	0.48
April 19, 2018	July 3, 2018	0.48
August 15, 2018	October 3, 2018	0.48
October 19, 2018	January 3, 2019	0.48
		1.92

On October 22, 2019, the Board of Directors declared a dividend of $0.50 per Class A Share and Class B Non-Voting Share to be paid on January 2, 2020 to shareholders of record on December 11, 2019.

Rogers Communications Inc. 24 Third Quarter 2019

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

The holders of Class A Shares are entitled to receive dividends at the rate of up to five cents per share but only after dividends at the rate of five cents per share have been paid or set aside on the Class B Non-Voting Shares. Class A Shares and Class B Non-Voting Shares therefore participate equally in dividends above five cents per share.

Normal Course Issuer Bid

In April 2019, the TSX accepted a notice of our intention to commence a NCIB program that allows us to purchase, during the twelve-month period beginning April 24, 2019 and ending April 23, 2020, the lesser of 35.7 million Class B Non-Voting Shares and that number of Class B Non-Voting Shares that can be purchased under the NCIB for an aggregate purchase price of $500 million (2019 NCIB). Rogers security holders may obtain a copy of this notice, without charge, by contacting us.

In April 2018, the TSX accepted a notice of our intention to commence the normal course issuer bid (NCIB) that allows us to purchase, during the twelve-month period beginning April 24, 2018 and ending April 23, 2019, the lesser of 35.8 million Class B Non-Voting Shares and that number of Class B Non-Voting Shares that can be purchased under the NCIB for an aggregate purchase price of $500 million (2018 NCIB).

During the three months ended September 30, 2019, pursuant to the 2019 NCIB, we repurchased for cancellation 1,374,848 Class B Non-Voting Shares for $93 million, $4 million of which was paid in October. During the three months ended June 30, 2019, pursuant to the 2019 NCIB, we repurchased for cancellation 734,257 Class B Non-Voting Shares for $50 million. During the three months ended March 31, 2019, pursuant to the 2018 NCIB, we repurchased for cancellation 2,164,113 Class B Non-Voting Shares for $155 million, $19 million of which was paid in early April.

NOTE 17: STOCK-BASED COMPENSATION

Below is a summary of our stock-based compensation expense, which is included in employee salaries, benefits, and stock-based compensation, for the three and nine months ended September 30, 2019 and 2018.

	Three months ended September 30				Nine months ended September 30
(In millions of dollars)	2019		2018		2019		2018
Stock options	(6	)	8		(1	)	9
Restricted share units	8		16		35		33
Deferred share units	(7	)	11		2		19
Equity derivative effect, net of interest receipt	23		(23	)	15		(13	)
Total stock-based compensation expense	18		12		51		48

As at September 30, 2019, we had a total liability recognized at its fair value of $207 million (December 31, 2018 - $252 million) related to stock-based compensation, including stock options, restricted share units (RSUs), and deferred share units (DSUs).

During the three and nine months ended September 30, 2019, we paid $8 million and $77 million (2018 - $13 million and $61 million), respectively, to holders of stock options, RSUs, and DSUs upon exercise using the cash settlement feature.

Stock Options

Summary of stock options

The tables below summarize the activity related to stock option plans, including performance options, for the three and nine months ended September 30, 2019 and 2018.

	Three months ended September 30, 2019			Nine months ended September 30, 2019
(In number of units, except prices)	Number of options		Weighted average exercise price	Number of options		Weighted average exercise price
Outstanding, beginning of period	3,072,767		$61.43	2,719,612		$53.22
Granted	91,310		$65.43	1,131,480		$72.39
Exercised	(32,295	)	$45.63	(719,310	)	$46.37
Outstanding, end of period	3,131,782		$61.71	3,131,782		$61.71
Exercisable, end of period	1,018,312		$52.37	1,018,312		$52.37

Rogers Communications Inc. 25 Third Quarter 2019

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

	Three months ended September 30, 2018			Nine months ended September 30, 2018
(In number of units, except prices)	Number of options		Weighted average exercise price	Number of options		Weighted average exercise price
Outstanding, beginning of period	2,915,904		$52.82	2,637,890		$49.42
Granted	37,715		$68.10	850,700		$58.88
Exercised	(29,125	)	$46.38	(564,096	)	$44.69
Forfeited	(73,080	)	$55.53	(73,080	)	$55.53
Outstanding, end of period	2,851,414		$53.02	2,851,414		$53.02
Exercisable, end of period	1,175,200		$46.40	1,175,200		$46.40

Included in the above table are grants of nil and nil performance options to certain key executives during the three and nine months ended September 30, 2019 (2018 - nil and 439,435), respectively.

Unrecognized stock-based compensation expense related to stock option plans was $7 million as at September 30, 2019 (December 31, 2018 - $8 million) and will be recognized in net income over the next four years as the options vest.

Restricted Share Units

Summary of RSUs

Below is a summary of the activity related to RSUs outstanding, including performance RSUs, for the three and nine months ended September 30, 2019 and 2018.

	Three months ended September 30				Nine months ended September 30
(In number of units)	2019		2018		2019		2018
Outstanding, beginning of period	2,400,049		2,242,858		2,218,925		1,811,845
Granted and reinvested dividends	163,850		207,482		942,049		1,186,553
Exercised	(21,069	)	(98,603	)	(541,551	)	(562,750	)
Forfeited	(44,481	)	(79,454	)	(121,074	)	(163,365	)
Outstanding, end of period	2,498,349		2,272,283		2,498,349		2,272,283

Included in the above table are grants of 15,844 and 170,674 performance RSUs to certain key executives during the three and nine months ended September 30, 2019 (2018 - 22,896 and 260,395), respectively.

Unrecognized stock-based compensation expense related to these RSUs was $65 million as at September 30, 2019 (December 31, 2018 - $59 million) and will be recognized in net income over the next three years as the RSUs vest.

Deferred Share Unit Plan

Summary of DSUs

Below is a summary of the activity related to DSUs outstanding, including performance DSUs, for the three and nine months ended September 30, 2019 and 2018.

	Three months ended September 30				Nine months ended September 30
(In number of units)	2019		2018		2019		2018
Outstanding, beginning of period	1,867,775		2,177,066		2,004,440		2,327,647
Granted and reinvested dividends	34,193		21,221		93,637		113,973
Exercised	(103,711	)	(85,661	)	(288,058	)	(287,751	)
Forfeited	(1,557	)	(61,527	)	(13,319	)	(102,770	)
Outstanding, end of period	1,796,700		2,051,099		1,796,700		2,051,099

Included in the above table are grants of 2,113 and 27,210 performance DSUs to certain key executives during the three and nine months ended September 30, 2019 (2018 - 5,337 and 37,761), respectively.

Rogers Communications Inc. 26 Third Quarter 2019

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

Unrecognized stock-based compensation expense related to these DSUs as at September 30, 2019 was $3 million (December 31, 2018 - $7 million) and will be recognized in net income over the next three years as the executive DSUs vest. All other DSUs are fully vested.

NOTE 18: RELATED PARTY TRANSACTIONS

Controlling Shareholder

We enter into certain transactions with private companies controlled by the controlling shareholder of RCI, the Rogers Control Trust. These transactions were recognized at the amount agreed to by the related parties and are subject to the terms and conditions of formal agreements approved by the Audit and Risk Committee. The totals received or paid during the three and nine months ended September 30, 2019 and 2018 were less than $1 million, respectively.

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 emeritus of Cassels Brock and Blackwell LLP, a law firm that provides legal services to the Company; and

• the chair of the board of Transcontinental Inc., 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)	2019	2018	2019	2018
Printing and legal services 1	1	4	5	9

¹  The amount paid for legal services is nominal.

NOTE 19: CONTINGENT LIABILITIES

Wholesale Internet Costing and Pricing

On August 15, 2019, in Telecom Order CRTC 2019-288, Follow-up to Telecom Orders 2016-396 and 2016-448 - Final rates for aggregated wholesale high-speed access services (Order), the Canadian Radio-television and Telecommunications Commission (CRTC) set final rates for facilities-based carriers' wholesale high-speed access services, including Rogers' third-party Internet access (TPIA) service. The Order set final rates for Rogers that are significantly lower than the interim rates that were previously billed and it further determined that these final rates will apply retroactively to March 31, 2016.

We do not believe the final rates set by the CRTC are just and reasonable as required by the Telecommunications Act as we believe they are below cost. On September 13, 2019, Rogers, in conjunction with the other large Canadian cable companies (Cable Carriers), filed a motion for Leave to Appeal pursuant to Section 64(1) of the Telecommunications Act with the Federal Court of Appeal (Court) and an associated motion for an interlocutory Stay of the CRTC Order. On September 27, 2019, the Court granted an Interim Stay suspending the Order until the Court rules on the Cable Carriers' motion for an interlocutory Stay of the CRTC's Order pending the Court's determination of the Cable Carriers' motion for Leave to Appeal.

Due to the Court's granting of an Interim Stay and the significant uncertainty surrounding both the outcome and the amount, if any, we could ultimately have to repay to the resellers, we have not recorded a liability for this contingency at this time. The CRTC's order as drafted would have resulted in a refund of amounts previously billed to the resellers of approximately $140 million this quarter, representing the impact on a retroactive basis from March 31, 2016 to September 30, 2019. We estimate the ongoing impact will be approximately $11 million per quarter.

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.

Rogers Communications Inc. 27 Third Quarter 2019

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

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 on the basis that it was an abuse of process.

At the time the Saskatchewan class action was commenced, corresponding claims were filed in multiple jurisdictions across Canada. 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 were 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. In March 2019, the plaintiffs discontinued the class action without any payment by Rogers.

Income Taxes

We provide for income taxes based on all of the information that is currently available and believe that we have adequately provided these items. The calculation of applicable taxes in many cases, however, requires significant judgment in interpreting tax rules and regulations. Our tax filings are subject to audits, which could materially change the amount of current and deferred income tax assets and liabilities and provisions, and could, in certain circumstances, result in the assessment of interest and penalties.

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.

NOTE 20: SUPPLEMENTAL CASH FLOW INFORMATION

Change in Non-Cash Operating Working Capital Items

	Three months ended September 30				Nine months ended September 30
(In millions of dollars)	2019		2018		2019		2018
Accounts receivable	71		(12	)	42		35
Inventories	66		7		73		52
Other current assets	(25	)	13		(68	)	(40	)
Accounts payable and accrued liabilities	(119	)	148		(252	)	(32	)
Contract and other liabilities	(50	)	(79	)	(74	)	(87	)
Total change in non-cash operating working capital items	(57	)	77		(279	)	(72	)

Rogers Communications Inc. 28 Third Quarter 2019

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

Capital Expenditures

	Three months ended September 30				Nine months ended September 30
(In millions of dollars)	2019		2018		2019		2018
Capital expenditures before proceeds on disposition	660		705		2,050		1,982
Proceeds on disposition	(3	)	(5	)	(34	)	(20	)
Capital expenditures	657		700		2,016		1,962

Rogers Communications Inc. 29 Third Quarter 2019

EX-99.3

Exhibit 99.3

ROGERS COMMUNICATIONS REPORTS THIRD QUARTER 2019 RESULTS

• Accelerated adoption of Rogers Infinite™ unlimited data plans

• Attracted approximately 1 million wireless subscribers to Rogers Infinite™ unlimited data plans

• Customers adopting these "no more overage" plans at three times the pace anticipated

• Increased average data usage by over 50% for Rogers Infinite™ customers

• Added 103,000 postpaid nets

• Grew Wireless adjusted EBITDA by 4%, revenue in line with 2018

• Delivered strong Cable results led by Internet growth and adoption of Ignite TV

• Continued strong Internet revenue growth of 7%

• Added 41,000 Internet nets, reflecting continued growth in Internet penetration

• Increased Ignite TV subscriber base by over 40% sequentially

• Grew adjusted EBITDA by 2%, revenue up 1%

• Increased consolidated adjusted EBITDA by 6%, total revenue in line with 2018

• Repurchased 4.3 million Class B Non-Voting shares for $298 million this year

• Returned $1,058 million this year to shareholders through dividends and share repurchases, up $317 million or 43%

• Updated 2019 financial outlook to reflect accelerated adoption of Rogers Infinite™ plans: total revenue decrease of 1% to increase of 1%, adjusted EBITDA growth of 3% to 5%, capital expenditures from $2,750 million to $2,850 million, and free cash flow increase of $100 million to $200 million

TORONTO (October 23, 2019) - Rogers Communications Inc. today announced its unaudited financial and operating results for the third quarter ended September 30, 2019.

Consolidated Financial Highlights

	Three months ended September 30						Nine months ended September 30
(In millions of Canadian dollars, except per share amounts, unaudited)	2019		2018 1		% Chg		2019		2018 1		% Chg
Total revenue	3,754		3,769		—		11,121		11,158		—
Total service revenue 2	3,233		3,271		(1	)	9,721		9,698		—
Adjusted EBITDA 3	1,712		1,620		6		4,682		4,462		5
Net income	593		594		—		1,575		1,557		1
Adjusted net income 3	622		625		—		1,624		1,656		(2	)
Diluted earnings per share		$1.14		$1.15	(1	)		$3.05		$3.01	1
Adjusted diluted earnings per share 3		$1.19		$1.21	(2	)		$3.15		$3.21	(2	)
Cash provided by operating activities	1,305		1,304		—		3,360		3,237		4
Free cash flow 3,4	767		627		22		1,781		1,663		7

¹  Effective January 1, 2019, we adopted IFRS 16, Leases (IFRS 16), with the ongoing impacts of this standard included in our results prospectively from that date. Our 2018 results have not been restated. See "Critical Accounting Policies and Estimates".

²  As defined. See "Key Performance Indicators".

³  As defined. See "Non-GAAP Measures". These measures 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.

⁴  Effective January 1, 2019, we have redefined free cash flow such that we no longer adjust for the "net change in contract asset and deferred commission cost asset balances". We have redefined free cash flow to simplify this measure and believe removing it will make us more comparable within our industry.

"Last quarter, we led the market by introducing unlimited data and I am pleased to share that one million customers have already signed up for these very popular plans with no overage fees," said Joe Natale, President and CEO. "Customer adoption is three times higher than originally expected, reflecting pent-up demand for worry-free data. While the reduction in overage fees from these plans will impact our results in the next few quarters, the underlying economics of device financing and unlimited plans are favourable and position us for long-term growth."

Rogers Communications Inc. 1 Third Quarter 2019

Quarterly Financial Highlights

Revenue

Total revenue was stable this quarter and total service revenue decreased by 1%, largely driven by a 2% decrease in Wireless service revenue. The Wireless service revenue decrease was primarily a result of the faster-than-expected subscriber adoption of our new Rogers Infinite™ unlimited data plans and the related decrease in overage revenue and an elevated competitive market environment.

Cable revenue increased by 1% this quarter, as Internet revenue growth of 7% continued to drive this segment.

Media revenue decreased by 1% this quarter, primarily as a result of the sale of our publishing business earlier this year and lower Toronto Blue Jays revenue, partially offset by higher Today's Shopping Choice and Sportsnet revenue. Excluding the impact of the sale of our publishing business, Media revenue would have increased by 2% this quarter.

Adjusted EBITDA and margins

This quarter, consolidated adjusted EBITDA increased by 6% and our adjusted EBITDA margin expanded by 260 basis points. The adoption of IFRS 16 resulted in an increase in adjusted EBITDA compared to last year as we have not restated 2018 comparatives; this contributed 3 percentage points of the growth, the majority of which impacts Wireless.

Wireless adjusted EBITDA increased by 4%, leading to a margin of 49.0%, an expansion of 190 basis points from last year, primarily as a result of the impact of adopting IFRS 16.

Cable adjusted EBITDA increased by 2% this quarter, primarily as a result of higher Internet revenue, as discussed above. This gave rise to a margin of 50.2% this quarter, up 40 basis points from last year.

Media adjusted EBITDA increased by 78% this quarter, primarily as a result of lower player compensation at the Toronto Blue Jays. This increase led to a margin of 26.9%.

Net income and adjusted net income

Net income and adjusted net income were both stable this quarter. The increase in adjusted EBITDA was primarily offset by higher depreciation and amortization and higher finance costs.

Substantial cash flow affords financial flexibility and supports network evolution

We continued to generate substantial cash flow from operating activities of $1,305 million this quarter, in line with 2018, and free cash flow of $767 million this quarter, up 22%.

Our solid financial results enabled us to continue to make investments in our network and spectrum holdings, strengthen our balance sheet and liquidity, and still return substantial cash to shareholders through dividends and share repurchases. We paid $256 million in dividends this quarter, repurchased for cancellation 1.4 million Class B Non-Voting common shares (Class B Non-Voting Shares) for $93 million under our normal course issuer bid (NCIB) program, and ended the quarter with a debt leverage ratio of 2.8, up from 2.5 at the end of 2018, as a result of our acquisition of $1.7 billion of 600 MHz spectrum licences this year and our adoption of IFRS 16.

Rogers Communications Inc. 2 Third Quarter 2019

Financial Guidance

We are adjusting our guidance ranges for full-year 2019 consolidated revenue, adjusted EBITDA, capital expenditures, and free cash flow from the original ranges provided on January 24, 2019. The revised guidance ranges are presented below. The downward adjustment primarily reflects faster-than-expected adoption of our new Rogers Infinite™ unlimited data plans and the related reduction in overage revenue, lower Wireless equipment revenue resulting from the highly competitive environment, and certain efficiencies recognized this year on capital expenditures. Information about our guidance is forward-looking and should be read in conjunction with "About Forward-Looking Information" in this earnings release, including the various assumptions underlying it, and in our 2018 Annual MD&A and the related disclosure and information about various economic, competitive, legal, and regulatory assumptions, factors, and risks that may cause our actual future financial and operating results to differ from what we currently expect.

	2018	2019 Original			2019 Revised
(In millions of dollars, except percentages)	Actual	Guidance Ranges 1			Guidance Ranges 1,2,3
Consolidated Guidance
Revenue	15,096	Increase of 3%	to	5%	Decrease of 1%	to	increase of 1%
Adjusted EBITDA 4	5,983	Increase of 7%	to	9%	Increase of 3%	to	5%
Capital expenditures 5	2,790	2,850	to	3,050	2,750	to	2,850
Free cash flow 4,6	2,134	Increase of 200	to	300	Increase of 100	to	200

¹  Guidance ranges presented as percentages reflect percentage increases over full-year 2018 results. 2019 amounts, most notably adjusted EBITDA and free cash flow, for purposes of assessing our performance against guidance have been calculated in accordance with accounting policies after adopting IFRS 16 on January 1, 2019. The ongoing impacts are addressed in our results prospectively from that date. Had we adopted IFRS 16 on a retrospective basis, 2018 adjusted EBITDA and free cash flow would each have been $174 million higher. See "Critical Accounting Policies and Estimates" for more information.

²  The revised guidance ranges above assume lower Wireless overage revenue as a result of the faster-than-expected adoption of our new Rogers Infinite™ unlimited data plans.

³  The revised guidance ranges above assume the proceedings related to the CRTC's order on the rates we can charge to resellers of high-speed Internet access services, including our third-party Internet access (TPIA) service, do not have an impact on our results this year. See "Regulatory Developments" and "Updates to Risks and Uncertainties" for more information.

⁴  Adjusted EBITDA 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.

⁵  Includes additions to property, plant and equipment net of proceeds on disposition, but does not include expenditures for spectrum licences or additions to right-of-use assets.

⁶  Effective January 1, 2019, we have redefined free cash flow such that we no longer adjust for the "net change in contract asset and deferred commission cost asset balances". We have redefined free cash flow to simplify this measure and believe removing it will make us more comparable within our industry. Free cash flow presented above reflects this change.

Rogers Infinite™ Highlights

Late in the second quarter of 2019, we launched our new Rogers Infinite™ unlimited data plans. Fido customers are also now benefitting from Data Overage Protection, which lets customers pause and purchase data from their phone when they reach their data usage limits. Some of the highlights of our Rogers Infinite™ plans include:

Subscribers

• Approximately 1 million subscribers, or triple the number we had expected at this time, are currently benefitting from our Rogers Infinite™ unlimited data plans.

• Approximately 60% of our existing customers that have migrated to these plans have upgraded to higher price plans, whereas about 40% of our customers have downgraded.

• These migrated customers are, on average, using over 50% more data than they had previously used.

Overage revenue and blended ARPU

• Overall, data overage fees represented approximately 5% of Wireless service revenue annually.

• Compared to the third quarter of 2018, our overage revenue decreased by approximately $50 million this quarter due to the strong adoption of our unlimited data plans.

• By this time next year, we expect approximately 80% of our overage revenue will have been eliminated and it will then represent only 1% of our Wireless service revenue.

• Wireless blended ARPU declined 2% this quarter, primarily as a result of the decrease in overage revenue.

• Excluding the short-term impacts of this decline in overage revenue, blended ARPU this quarter would have been stable relative to 2018.

• Excluding the decline in overage revenue, blended ARPU growth for our Rogers Infinite™ subscriber base would have been approximately 1% to 2%.

• Overage revenue declines and related blended ARPU impacts are expected to occur over the next four to five quarters compared to an initial expectation of six to eight quarters.

• By the second half of 2020, we anticipate a return to overall blended ARPU growth.

Rogers Communications Inc. 3 Third Quarter 2019

Customer service

• Customers on Rogers Infinite™ plans have an almost 30% higher “likelihood to recommend” score compared to customers on our other plans.

• Calls related to billing and overages, our top call drivers, are down 50% for Rogers Infinite™ customers.

• Online hardware upgrades for customers migrating to Rogers Infinite™ plans has increased by 30% per month since launch.

Strategic Highlights

Our six company priorities guide our work and decision-making as we further improve our operational execution and make well-timed investments to grow our core businesses and deliver increased shareholder value. Below are some highlights.

Create best-in-class customer experiences by putting our customers first in everything we do

• Announced a new customer solutions centre in Kelowna, BC, adding 350 new customer solutions specialists to serve our customers.

• Announced Pro On-the-Go™, a new, personalized retail service that delivers and sets up new wireless devices to the customer's location of choice.

• Launched Fido Data Overage Protection, which pauses data when a customer's limit is reached so they can enjoy their services worry-free.

• Grew customer digital adoption and reduced call volume by over one million calls.

Invest in our networks and technology to deliver leading performance and reliability

• Awarded "Best in Test" for overall wireless customer experience nationally by P3, the international leader in benchmarking mobile networks, based on measurement testing conducted between May 6 and July 15, 2019.

• Launched the Ignite Wi-Fi Hub app and introduced Wall-to-Wall Wi-Fi pods to manage home Wi-Fi networks and enhance Wi-Fi connectivity in homes.

• Announced a reciprocal roaming arrangement with AT&T to extend LTE-M coverage for IoT customers throughout Canada and the United States.

Deliver innovative solutions and compelling content that our customers will love

• Launched Ignite TV in New Brunswick and grew our subscriber base across our Cable footprint by over 40% sequentially.

• Launched Sportsnet NOW on Ignite TV, with Amazon Prime launching by year-end.

• Broke records with the most-watched Rogers Cup in Sportsnet history, including the most-watched women's final, reaching 1.4 million Canadians on Sportsnet.

Drive profitable growth in all the markets we serve

• Grew adjusted EBITDA by 6%.

• Attracted 103,000 net new wireless postpaid subscribers and 41,000 net new Internet subscribers.

• Returned over $300 million to shareholders through dividend payments and share repurchases.

Develop our people and a high performance culture

• Recognized, in July 2019, as one of the 50 Most Engaged Workplaces in North America by Achievers for our leadership and innovation in engaging our employees and workplaces.

• Awarded the 2019 Brandon Hall Group Excellence in Learning Awards for Best Customer Training Program in August 2019.

• Supported Pride parades across Canada with 1,000 team members participating.

Be a strong, socially responsible leader in our communities across Canada

• Supported 1,000 Ted Rogers Scholarship Fund recipients, including those enrolled in post-secondary education institutions in the 2019-2020 academic year.

• Increased download speeds for our Connected for Success and Connected Families participants to 25 Mbps.

• Deployed a cooling optimization program across our network head-ends and data centres, which reduced annual electricity use by 2 gigawatt-hours.

Rogers Communications Inc. 4 Third Quarter 2019

About Rogers

Rogers is a proud Canadian company dedicated to making more possible for Canadians each and every day. Our founder, Ted Rogers, purchased his first radio station, CHFI, in 1960. We have grown to become a leading technology and media company that strives to provide the very best in wireless, residential, and media to Canadians and Canadian businesses. Our shares are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI).

Investment community contact	Media contact
Paul Carpino	Terrie Tweddle
647.435.6470	647.501.8346
paul.carpino@rci.rogers.com	terrie.tweddle@rci.rogers.com

Quarterly Investment Community Teleconference

Our third quarter 2019 results teleconference with the investment community will be held on:

• October 23, 2019

• 8:00 a.m. Eastern Time

• webcast available at investors.rogers.com

• media are welcome to participate on a listen-only basis

A rebroadcast will be available at investors.rogers.com for at least two weeks following the teleconference. Additionally, investors should note that from time to time, Rogers' management presents at brokerage-sponsored investor conferences. Most often, but not always, these conferences are webcast by the hosting brokerage firm, and when they are webcast, links are made available on Rogers' website at investors.rogers.com.

For More Information

You can find more information relating to us on our website (investors.rogers.com), on SEDAR (sedar.com), and on EDGAR (sec.gov), or you can e-mail us at investor.relations@rci.rogers.com. Information on or connected to these and any other websites referenced in this earnings release is not part of, or incorporated into, this earnings release.

You can also go to investors.rogers.com for information about our governance practices, corporate social responsibility reporting, a glossary of communications and media industry terms, and additional information about our business.

Rogers Communications Inc. 5 Third Quarter 2019

About this Earnings Release

This earnings release contains important information about our business and our performance for the three and nine months ended September 30, 2019, as well as forward-looking information about future periods. This earnings release should be read in conjunction with our Third Quarter 2019 MD&A; our Third Quarter 2019 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 2018 Annual MD&A; our 2018 Annual 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.

Effective January 1, 2019, we adopted the new accounting standard, IFRS 16, Leases (IFRS 16), that is discussed in "Critical Accounting Policies and Estimates" in this earnings release and in our Third Quarter 2019 MD&A. The adoption of IFRS 16 had a significant effect on our reported results. Due to our selected transition method, we have not restated our prior year comparatives.

Effective January 1, 2019, we have redefined free cash flow, a non-GAAP measure, such that we no longer adjust for the "net change in contract asset and deferred commission cost asset balances". We have redefined free cash flow to simplify this measure and believe removing this adjustment will make us more comparable within our industry. We have restated prior period free cash flow for this change. See "Non-GAAP Measures" for more information.

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 2018 Annual MD&A. In April 2019, we sold our publishing division, including our print and digital magazine brands, to St. Joseph Communications.

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.

All dollar amounts are in Canadian dollars unless otherwise stated and are unaudited. All percentage changes are calculated using the rounded numbers as they appear in the tables. Information is current as at October 22, 2019 and was approved by RCI's Board of Directors (the Board) on that date. This earnings release includes forward-looking statements and assumptions. See "About Forward-Looking Information" for more information.

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 earnings release, this quarter, the quarter, or third quarter refer to the three months ended September 30, 2019, first quarter refers to the three months ended March 31, 2019, second quarter refers to the three months ended June 30, 2019, and year to date refers to the nine months ended September 30, 2019, unless the context indicates otherwise. All results commentary is compared to the equivalent periods in 2018 or as at December 31, 2018, as applicable, unless otherwise indicated.

Rogers Communications Inc. 6 Third Quarter 2019

Reportable segments

We report our results of operations in three reportable 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, telephony (phone), and smart home monitoring services for Canadian consumers and businesses, and 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 business, 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, and digital media.

Wireless and Cable 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.

Rogers Communications Inc. 7 Third Quarter 2019

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)	2019			2018 1			% Chg		2019			2018 1			% Chg
Revenue
Wireless	2,324			2,331			—		6,757			6,736			—
Cable	994			983			1		2,967			2,943			1
Media	483			488			(1	)	1,542			1,628			(5	)
Corporate items and intercompany eliminations	(47		)	(33		)	42		(145		)	(149		)	(3	)
Revenue	3,754			3,769			—		11,121			11,158			—
Total service revenue 2	3,233			3,271			(1	)	9,721			9,698			—
Adjusted EBITDA 3
Wireless	1,138			1,099			4		3,281			3,062			7
Cable	499			490			2		1,422			1,385			3
Media	130			73			78		118			156			(24	)
Corporate items and intercompany eliminations	(55		)	(42		)	31		(139		)	(141		)	(1	)
Adjusted EBITDA	1,712			1,620			6		4,682			4,462			5
Adjusted EBITDA margin 3	45.6		%	43.0		%	2.6	pts	42.1		%	40.0		%	2.1	pts
Net income	593			594			—		1,575			1,557			1
Basic earnings per share		$1.16			$1.15		1			$3.07			$3.02		2
Diluted earnings per share		$1.14			$1.15		(1	)		$3.05			$3.01		1
Adjusted net income 3	622			625			—		1,624			1,656			(2	)
Adjusted basic earnings per share 3		$1.22			$1.21		1			$3.17			$3.22		(2	)
Adjusted diluted earnings per share 3		$1.19			$1.21		(2	)		$3.15			$3.21		(2	)
Capital expenditures	657			700			(6	)	2,016			1,962			3
Cash provided by operating activities	1,305			1,304			—		3,360			3,237			4
Free cash flow 3,4	767			627			22		1,781			1,663			7

¹  Effective January 1, 2019, we adopted IFRS 16, with the ongoing impacts of this standard included in our results prospectively from that date. Our 2018 results have not been restated for the effects of IFRS 16. See "Critical Accounting Policies and Estimates".

² As defined. See "Key Performance Indicators".

³  Adjusted EBITDA, adjusted EBITDA 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.

⁴  2018 free cash flow has been restated. See "Non-GAAP Measures" for more information.

Rogers Communications Inc. 8 Third Quarter 2019

Results of our Reportable Segments

WIRELESS

Wireless Financial Results

	Three months ended September 30						Nine months ended September 30
(In millions of dollars, except margins)	2019		2018		% Chg		2019		2018		% Chg
Revenue
Service revenue	1,808		1,837		(2	)	5,368		5,285		2
Equipment revenue	516		494		4		1,389		1,451		(4	)
Revenue	2,324		2,331		—		6,757		6,736		—
Operating expenses
Cost of equipment	530		520		2		1,498		1,569		(5	)
Other operating expenses	656		712		(8	)	1,978		2,105		(6	)
Operating expenses	1,186		1,232		(4	)	3,476		3,674		(5	)
Adjusted EBITDA	1,138		1,099		4		3,281		3,062		7
Adjusted EBITDA margin	49.0	%	47.1	%	1.9	pts	48.6	%	45.5	%	3.1	pts
Capital expenditures	288		277		4		960		777		24

Wireless Subscriber Results¹ 

	Three months ended September 30							Nine months ended September 30
(In thousands, except churn, blended ABPU, and blended ARPU)	2019			2018		Chg		2019			2018		Chg
Postpaid
Gross additions	437			418		19		1,083			1,184		(101	)
Net additions	103			124		(21	)	203			341		(138	)
Total postpaid subscribers 2	9,360			9,045		315		9,360			9,045		315
Churn (monthly)	1.20		%	1.09	%	0.11	pts	1.06		%	1.06	%	—
Prepaid
Gross additions	235			240		(5	)	605			594		11
Net additions (losses)	27			60		(33	)	(21		)	(13	)	(8	)
Total prepaid subscribers 2,3	1,478			1,765		(287	)	1,478			1,765		(287	)
Churn (monthly)	4.74		%	3.48	%	1.26	pts	4.62		%	3.90	%	0.72	pts
Blended ABPU (monthly)		$67.20		$66.20		$1.00			$66.25		$64.56		$1.69
Blended ARPU (monthly)		$56.01		$57.21		($1.20	)		$55.56		$55.50		$0.06

¹  Subscriber counts, subscriber churn, blended ABPU, and blended ARPU are key performance indicators. See "Key Performance Indicators".

²  As at end of period.

³  Effective April 1, 2019, we adjusted our Wireless prepaid subscriber base to remove 127,000 subscribers as a result of a change to our deactivation policy from 180 days to 90 days to be more consistent within the industry.

Service revenue

The 2%decrease in service revenue this quarter was a result of:

• a 2%decrease in blended ARPU this quarter, due to a decrease in overage revenue from the faster-than-expected adoption of our new Rogers Infinite™ unlimited data plans, and elevated competitive intensity in the marketplace; partially offset by

• a larger postpaid subscriber base.

The year to date service revenue increase of 2% was a result of a larger postpaid subscriber base, partially offset by the decrease in overage revenue from the mid-year launch of our new Rogers Infinite™ unlimited data plans.

The 2%increase in blended ABPU this quarter and 3%increase year to date were primarily a result of the increased mix of subscribers on higher-rate plans from our various brands.

Rogers Communications Inc. 9 Third Quarter 2019

The increase in postpaid churn and corresponding decreased net additions this quarter was a result of heightened competitive intensity.

The decreases in gross and net postpaid subscriber additions year to date were primarily a result of our disciplined approach around subscriber base management and an overall softness in the market in the first half of the year. We believe the stable year to date churn was also affected by our strategic focus on enhancing the customer experience by improving our customer service (such as through the launch of our Rogers Infinite™ unlimited data plans) and continually increasing the quality of our network.

Equipment revenue

The 4%increase in equipment revenue this quarter was a result of:

• a shift in the product mix of device sales towards higher-value devices; and

• higher postpaid gross additions; partially offset by

• a decrease in device upgrades by existing subscribers.

Year to date equipment revenue decreased4% primarily as a result of a decrease in device upgrades by existing subscribers, partially offset by the aforementioned product mix shift towards higher-value devices.

Operating expenses

Cost of equipment

The 2%increase in the cost of equipment this quarter and 5%decrease year to date were a result of the same factors discussed in equipment revenue above.

Other operating expenses

The 8%decrease in other operating expenses this quarter and 6%decrease year to date were primarily a result of:

• the impact of the adoption of IFRS 16; and

• various cost efficiencies.

Adjusted EBITDA

The 4%increase in adjusted EBITDA this quarter and the 7%increase year to date were a result of the revenue and expense changes discussed above.

Rogers Communications Inc. 10 Third Quarter 2019

CABLE

Cable Financial Results

	Three months ended September 30						Nine months ended September 30
(In millions of dollars, except margins)	2019		2018		% Chg		2019		2018		% Chg
Revenue
Internet	570		534		7		1,684		1,578		7
Television	363		357		2		1,075		1,079		—
Phone	56		88		(36	)	197		277		(29	)
Service revenue	989		979		1		2,956		2,934		1
Equipment revenue	5		4		25		11		9		22
Revenue	994		983		1		2,967		2,943		1
Operating expenses
Cost of equipment	7		6		17		18		15		20
Other operating expenses	488		487		—		1,527		1,543		(1	)
Operating expenses	495		493		—		1,545		1,558		(1	)
Adjusted EBITDA	499		490		2		1,422		1,385		3
Adjusted EBITDA margin	50.2	%	49.8	%	0.4	pts	47.9	%	47.1	%	0.8	pts
Capital expenditures	290		358		(19	)	864		1,007		(14	)

Cable Subscriber Results¹ 

	Three months ended September 30						Nine months ended September 30
(In thousands)	2019		2018		Chg		2019		2018		Chg
Internet
Net additions	41		35		6		77		84		(7	)
Total Internet subscribers 2	2,507		2,405		102		2,507		2,405		102
Television
Net losses	(35	)	(18	)	(17	)	(89	)	(39	)	(50	)
Total Television subscribers 2	1,596		1,701		(105	)	1,596		1,701		(105	)
Phone
Net (losses) additions	(13	)	—		(13	)	(33	)	12		(45	)
Total Phone subscribers 2	1,083		1,120		(37	)	1,083		1,120		(37	)
Homes passed 2	4,434		4,354		80		4,434		4,354		80
Total service units 3
Net (losses) additions	(7	)	17		(24	)	(45	)	57		(102	)
Total service units 2	5,186		5,226		(40	)	5,186		5,226		(40	)

¹  Subscriber counts are key performance indicators. See "Key Performance Indicators".

² As at end of period.

³ Includes Internet, Television, and Phone.

Revenue

The 1%increases in revenue this quarter and year to date were a result of:

• the impact of Internet and Television service pricing changes;

• a larger Internet subscriber base; and

• the movement of Television customers to higher content tiers; partially offset by

• new bundled pricing constructs that provide a larger Phone discount; and

• a lower subscriber base for our Television and Phone products.

Rogers Communications Inc. 11 Third Quarter 2019

Internet revenue

The 7%increases in Internet revenue this quarter and year to date were a result of:

• the impact of Internet service pricing changes; and

• a larger Internet subscriber base; partially offset by

• promotional pricing provided to subscribers.

Television revenue

The 2%increase in Television revenue this quarter was a result of:

• the impact of Television service pricing changes;

• lower promotional pricing provided to subscribers;

• the migration of subscribers from our legacy TV product to Ignite TV; and

• the movement of customers to higher content tiers; partially offset by

• the decline in Television subscribers.

Year to date Television revenue was stable relative to 2018.

Phone revenue

The 36%decrease in Phone revenue this quarter and 29%decrease year to date were primarily a result of:

• new bundled pricing constructs that provide a larger Phone discount; and

• the general decline in Phone subscribers over the past year.

Operating expenses

Operating expenses this quarter were stable relative to 2018. The 1%decrease year to date was a result of the impact of the adoption of IFRS 16.

Adjusted EBITDA

The 2%increase in adjusted EBITDA this quarter and 3%increase year to date were a result of the revenue and expense changes discussed above.

Rogers Communications Inc. 12 Third Quarter 2019

MEDIA

Media Financial Results

	Three months ended September 30						Nine months ended September 30
(In millions of dollars, except margins)	2019		2018		% Chg		2019		2018		% Chg
Revenue	483		488		(1	)	1,542		1,628		(5	)
Operating expenses	353		415		(15	)	1,424		1,472		(3	)
Adjusted EBITDA	130		73		78		118		156		(24	)
Adjusted EBITDA margin	26.9	%	15.0	%	11.9	pts	7.7	%	9.6	%	(1.9	pts)
Capital expenditures	17		18		(6	)	56		47		19

Revenue

The 1%decrease in revenue this quarter and 5%decrease year to date were a result of:

• the sale of our publishing business in the second quarter; and

• lower Toronto Blue Jays revenue; partially offset by

• higher revenue generated by Today's Shopping Choice and Sportsnet.

The year to date decrease was also affected by a Major League Baseball distribution to the Toronto Blue Jays in the first quarter of 2018.

Excluding the sale of our publishing business and the impact of the distribution from Major League Baseball last year, Media revenue would have increased by 2% this quarter and remained stable year to date.

Operating expenses

The 15%decrease in operating expenses this quarter and 3%decrease year to date were a result of:

• lower Toronto Blue Jays player compensation, in part due to the salary timing impact of player trades in the first quarter of 2019; and

• lower publishing-related costs due to the sale of the business; partially offset by

• higher programming costs.

Adjusted EBITDA

The 78%increase in adjusted EBITDA this quarter and the 24%decrease year to date were each a result of the revenue and expense changes discussed above.

Rogers Communications Inc. 13 Third Quarter 2019

CAPITAL EXPENDITURES

	Three months ended September 30						Nine months ended September 30
(In millions of dollars, except capital intensity)	2019		2018		% Chg		2019		2018		% Chg
Capital expenditures 1
Wireless	288		277		4		960		777		24
Cable	290		358		(19	)	864		1,007		(14	)
Media	17		18		(6	)	56		47		19
Corporate	62		47		32		136		131		4
Capital expenditures 1	657		700		(6	)	2,016		1,962		3
Capital intensity 2	17.5	%	18.6	%	(1.1	pts)	18.1	%	17.6	%	0.5	pts

¹  Includes additions to property, plant and equipment net of proceeds on disposition, but does not include expenditures for spectrum licences or additions to right-of-use assets.

²  As defined. See "Key Performance Indicators".

Wireless

The increases in capital expenditures in Wireless this quarter and year to date were a result of investments made to upgrade our wireless network to continue delivering reliable performance for our customers. We have continued augmenting our existing LTE network with 4.5G technology investments that are also 5G-ready and we continue work on our 5G deployments in the new 600 MHz band as well as other bands.

Cable

The decreases in capital expenditures in Cable this quarter and year to date were a result of lower purchases of customer premise equipment and lower investments related to the initial setup and launch of Ignite TV, partially offset by greater investments in our network and in information technology.

Media

Capital expenditures in Media this quarter were stable relative to 2018. The year to date increase in Media capital expenditures was a result of higher investments in the Rogers Centre, partially offset by lower investments in our broadcast and IT infrastructure and the sale of our publishing business.

Corporate

The increases in capital expenditures in Corporate this quarter and year to date were a result of proceeds received on the sale of certain real estate assets last year and higher investments in our real estate facilities, partially offset by lower investments in information technology.

Capital intensity

Capital intensity decreased this quarter as a result of lower capital expenditures, as discussed above. The year to date increase in capital intensity was a result of higher capital expenditures.

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Regulatory Developments

See our 2018 Annual MD&A for a discussion of the significant regulations that affected our operations as at March 6, 2019. The following are the significant regulatory developments since that date.

Wholesale Internet costing and pricing

On August 15, 2019, in Telecom Order CRTC 2019-288, Follow-up to Telecom Orders 2016-396 and 2016-448 - Final rates for aggregated wholesale high-speed access services (Order), the Canadian Radio-television and Telecommunications Commission (CRTC) set final rates for facilities-based carriers' wholesale high-speed access services, including Rogers' TPIA service. The Order set final rates for Rogers that are significantly lower than the interim rates that were previously billed and it further determined that these final rates will apply retroactively to March 31, 2016.

We do not believe the final rates set by the CRTC are just and reasonable as required by the Telecommunications Act as we believe they are below cost. On September 13, 2019, Rogers, in conjunction with the other large Canadian cable companies (Cable Carriers), filed a motion for Leave to Appeal pursuant to Section 64(1) of the Telecommunications Act with the Federal Court of Appeal (Court) and an associated motion for an interlocutory Stay of the CRTC Order. On September 27, 2019, the Court granted an Interim Stay suspending the Order until the Court rules on the Cable Carriers' motion for an interlocutory Stay of the CRTC's Order pending the Court's determination of the Cable Carriers' motion for Leave to Appeal. Final written reply submissions by the Cable Carriers regarding the motions will be filed with the Court by November 4, 2019. See "Updates to Risks and Uncertainties" for more information.

CRTC Internet Code

On July 31, 2019, the CRTC released Telecom Regulatory Policy CRTC 2019-269, The Internet Code, establishing a mandatory code of conduct (the Code) for large facilities-based Internet service providers (ISP) that applies to the companies' provision of fixed wireline Internet access services to individual customers. As is the case for the Wireless, Deposit and Disconnection, and Television Service Provider Codes already in place, the Commission for Complaints for Telecom-television Services Inc. (CCTS) will administer the Code.

Policy Direction to the CRTC on telecommunications

On June 17, 2019, the Order Issuing a Direction to the CRTC on Implementing the Canadian Telecommunications Policy Objectives to Promote Competition, Affordability, Consumer Interests and Innovation tabled by the Minister of Innovation, Science and Economic Development on February 26, 2019 came into effect after review and revision. It requires the CRTC to consider competition, affordability, consumer interests, and innovation in its telecommunications decisions and to demonstrate to Canadians in those decisions that it has done so.

3500 MHz spectrum licence band

On June 6, 2019, Innovation, Science and Economic Development Canada (ISED Canada) released its Decision on its Consultation on Revisions to the 3500 MHz Band to Accommodate Flexible Use and Preliminary Consultation on Changes to the 3800 MHz Band. The Decision determined that ISED Canada will issue flexible use licences in a 200 MHz frequency range from 3450-3650 MHz. Existing wireless licensees in this range that meet all of their conditions of licence will be eligible to be issued flexible use licences covering the same geographic area for the following spectrum amounts:

• any licensee that holds 75 MHz of existing spectrum or more will be eligible to apply for 60 MHz;

• any licensee that holds 50 MHz of existing spectrum will be eligible to apply for 50 MHz; and

• all other licensees will be eligible to apply for 20 MHz.

Rogers and BCE Inc. currently hold 3500 MHz spectrum licences across the country in Inukshuk Wireless Partnership (Inukshuk), a partnership between the two companies. Because Inukshuk currently holds 75 or more MHz of 3500 MHz spectrum in each of the top 10 service areas in Canada by population, it will be able to apply to retain 60 MHz in those areas. As such, the Decision means that Rogers, in effect, will retain 30 MHz of 3500 MHz spectrum licences for re-designation to flexible use licences in each of the top 10 service areas in Canada by population.

ISED Canada anticipates that an auction of the 3500 MHz spectrum not retained by existing licensees will occur in the second half of 2020. ISED Canada will only begin issuing flexible use licences in the 3500 MHz band after the conclusion of the auction process. Also on June 6, 2019, ISED Canada released its Consultation on a Policy and Licensing Framework for Spectrum in the 3500 MHz Band that will ultimately lead to the design of the 3500 MHz spectrum auction to occur in 2020. We filed our comments in the Consultation on August 2, 2019 and we filed reply comments on September 20, 2019.

The Decision further announced that ISED Canada will launch a future consultation to address potential changes to the spectrum utilization policy, band plans, and the technical and policy considerations to optimize the use of the 3700-4200

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MHz bands in support of a future spectrum release currently planned to take place in 2022 to support 5G wireless technologies deployment.

OMNI Regional licence

On May 23, 2019, in Broadcasting Decision 2019-172, Licensing of a national, multilingual multi-ethnic discretionary service, the CRTC granted Rogers Media a licence to operate a national, multilingual, and multi-ethnic television service in 20 languages pursuant to a section 9(1)(h) order, granting it mandatory carriage on the basic service with a regulated affiliation fee of $0.19/subscriber/month for a three-year term from September 1, 2020 to August 31, 2023. This follows a competitive process in which the CRTC determined that Rogers best met the criteria set out in its call for applications. The CRTC further stated that beginning on September 1, 2020, Canada's third-language communities will have improved access to news and programming relevant to them. The new service, which will succeed Rogers' existing OMNI Regional service, will be available on all digital basic television packages throughout Canada. The new OMNI Regional service will better reflect Canada's diverse ethnic and linguistic communities and offer more news and information programming from a Canadian perspective. Four losing applicants filed a number of appeals of the Decision with the Federal Cabinet and the Federal Court of Appeal.

On August 17, 2019, in Order in Council P.C. 2019-1227, the Federal Cabinet, through the Governor General in Council, declined to set aside or refer back to the CRTC for reconsideration the decision and on August 15, 2019, the Federal Court of Appeal dismissed the motions. On September 16, 2019, CorrCan Media Group, one of the four applicants that filed the losing appeal with the Federal Cabinet, filed a motion in the Federal Court of Appeal for a judicial review of the pronouncement by the Governor General in Council issued on August 17, 2019.

600 MHz spectrum licence band

ISED Canada's 600 MHz wireless spectrum licence auction began on March 12, 2019, and ended on April 4, 2019. The results were publicly released on April 10, 2019. Twelve companies participated in the auction and 104 of 112 licences were awarded to nine of those participants, with a total value of $3.5 billion. We acquired 52 licences at a cost of $1.7 billion. We took possession of these licences in May 2019, after making payment for the licences.

Updates to Risks and Uncertainties

See our 2018 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 March 6, 2019, which should be reviewed in conjunction with this earnings release. The following litigation may contribute to those risks and uncertainties.

Wholesale Internet costing and pricing

In August 2019, the CRTC set final rates for the facilities-based carriers' wholesale high-speed access services, including Rogers' TPIA service. These rates for Rogers, which would apply retroactively to March 31, 2016, are significantly lower than the previous interim rates (see "Regulatory Developments" for more information). Due to the Court's granting of an Interim Stay and the significant uncertainty surrounding both the outcome and the amount, if any, we could ultimately have to repay to the resellers, we have not recorded a liability for this contingency at this time. The CRTC's order as drafted would have resulted in a refund of amounts previously billed to the resellers of approximately $140 million this quarter, representing the impact on a retroactive basis from March 31, 2016 to September 30, 2019. We estimate the ongoing impact will be approximately $11 million per quarter.

2019 federal election

The outcome of the Canadian federal election may result in the implementation of future government policies that could negatively impact wireless and Internet plan pricing. Any adverse decision in these areas, or other regulatory burdens implemented by a newly elected government, could have a material, adverse effect on our financial results and future investments.

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.

Rogers Communications Inc. 16 Third Quarter 2019

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 on the basis that it was an abuse of process.

At the time the Saskatchewan class action was commenced, corresponding claims were filed in multiple jurisdictions across Canada. 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 were 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. In March 2019, the plaintiffs discontinued the class action without any payment by Rogers.

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 2018 Annual MD&A and our 2018 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 2019

IFRS 16

Effective January 1, 2019, we adopted IFRS 16, which supersedes previous accounting standards for leases, including IAS 17, Leases (IAS 17)and IFRIC 4, Determining whether an arrangement contains a lease (IFRIC 4).

IFRS 16 introduced a single accounting model for lessees. A lessee is required to recognize, on its statement of financial position, a right-of-use asset, representing its right to use the underlying leased asset, and a lease liability, representing its obligation to make lease payments. As a result of adopting IFRS 16, we have recognized a significant increase to both assets and liabilities on our Consolidated Statements of Financial Position, as well as a decrease to operating costs (for the removal of rent expense for leases), an increase to depreciation and amortization (due to depreciation of the right-of-use asset), and an increase to finance costs (due to accretion of the lease liability). The accounting treatment for lessors remains largely the same as under IAS 17.

We adopted IFRS 16 with the cumulative effect of initial application recognized as an adjustment to retained earnings within shareholders' equity on January 1, 2019. We have not restated comparatives for 2018. At transition, we applied the practical expedient available to us as lessee that allows us to maintain our lease assessments made under IAS 17 and IFRIC 4 for existing contracts. Therefore, the definition of a lease under IFRS 16 was applied only to contracts entered into or changed after January 1, 2019.

For leases that were classified as operating leases under IAS 17, lease liabilities at transition have been measured at the present value of remaining lease payments, discounted at the related incremental borrowing rate as at January 1, 2019.

Rogers Communications Inc. 17 Third Quarter 2019

Generally, right-of-use assets at transition have been measured at an amount equal to the corresponding lease liabilities, adjusted for any prepaid or accrued rent relating to that lease. For certain leases where we have readily available information, we have elected to measure the right-of-use assets at their carrying amounts as if IFRS 16 had been applied since the lease commencement date using the related incremental borrowing rate for the remaining lease period as at January 1, 2019.

When applying IFRS 16 to leases previously classified as operating leases, the following practical expedients were available to us. We have:

• applied a single discount rate to a portfolio of leases with similar characteristics;

• excluded initial direct costs from measuring the right-of-use asset as at January 1, 2019;

• used hindsight in determining the lease term where the contract contains purchase, extension, or termination options; and

• relied upon our assessment of whether leases are onerous under the requirements of IAS 37, Provisions, contingent liabilities and contingent assets as at December 31, 2018 as an alternative to reviewing our right-of-use assets for impairment.

We have elected to not separate fixed non-lease components from lease components and instead account for each lease component and associated fixed non-lease components as a single lease component. On transition, we have not elected the recognition exemptions on short-term leases or low-value leases; however, we may choose to elect the recognition exemptions on a class-by-class basis for new classes, and lease-by-lease basis, respectively, in the future.

There was no significant impact for contracts in which we are the lessor.

Effect of IFRS 16 Transition

Below is a summary of the IFRS 16 adjustments on certain key financial metrics from our Consolidated Statement of Financial Position as at January 1, 2019.

(in millions of dollars)	Reference	As reported as at December 31, 2018	Effect of IFRS 16 transition		Subsequent to transition as at January 1, 2019
Assets
Current assets:
Other current assets		436	(23	)	413
Remainder of current assets		4,452	—		4,452
Total current assets		4,888	(23	)	4,865
Property, plant and equipment	i	11,780	1,481		13,261
Remainder of long-term assets		15,250	—		15,250
Total assets		31,918	1,458		33,376
Liabilities and shareholders' equity
Current liabilities:
Accounts payable and accrued liabilities		3,052	(55	)	2,997
Current portion of lease liabilities	i	—	190		190
Remainder of current liabilities		3,784	—		3,784
Total current liabilities		6,836	135		6,971
Lease liabilities	i	—	1,355		1,355
Deferred tax liabilities		2,910	(9	)	2,901
Remainder of long-term liabilities		13,993	—		13,993
Total liabilities		23,739	1,481		25,220
Shareholders' equity		8,179	(23	)	8,156
Total liabilities and shareholders' equity		31,918	1,458		33,376

i) Right-of-use assets and lease liabilities

We have recorded a right-of-use asset and a lease liability for all existing leases at the lease commencement date, which is January 1, 2019 for the purposes of our adoption. The lease liability has been initially measured at the present value

Rogers Communications Inc. 18 Third Quarter 2019

of lease payments that remain to be paid at the commencement date. Lease payments included in the measurement of the lease liability include:

• fixed payments, including in-substance fixed payments;

• variable lease payments that depend on an index or rate;

• amounts expected to be payable under a residual value guarantee; and

• the exercise price under a purchase option that we are reasonably certain to exercise, lease payments in an optional renewal period if we are reasonably certain to exercise an extension option, and penalties for early termination of a lease unless we are reasonably certain not to terminate early.

After transition, the right-of-use asset will initially be measured at cost, consisting of:

• the initial amount of the lease liability, adjusted for any lease payments made at or before the commencement date; plus

• any initial direct costs incurred; and

• an estimate of costs to dismantle and remove the underlying asset or restore the site on which it is located; less

• any lease incentives received.

The right-of-use asset will typically be depreciated on a straight-line basis over the lease term, unless we expect to obtain ownership of the leased asset at the end of the lease. The lease term will consist of:

• the non-cancellable period of the lease;

• periods covered by options to extend the lease, where we are reasonably certain to exercise the option; and

• periods covered by options to terminate the lease, where we are reasonably certain not to exercise the option.

Key Performance Indicators

We measure the success of our strategy using a number of key performance indicators that are defined and discussed in our 2018 Annual MD&A and our Third Quarter 2019 MD&A. We believe these key performance indicators allow us to appropriately measure our performance against our operating strategy and 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 alternatives to net income or any other measure of performance under IFRS. They include:

• subscriber counts;

• Wireless;

• Cable; and

• homes passed (Cable);

• subscriber churn (churn);

• blended average billings per user (ABPU);

• blended average revenue per user (ARPU);

• capital intensity; and

• total service revenue.

Rogers Communications Inc. 19 Third Quarter 2019

Non-GAAP Measures

We use the following non-GAAP measures. These are reviewed regularly by management and the 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 EBITDA Adjusted EBITDA 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 EBITDA: Net income add (deduct) income tax expense (recovery); finance costs; depreciation and amortization; other expense (income); restructuring, acquisition and other; and loss (gain) on disposition of property, plant and equipment. Adjusted EBITDA margin: Adjusted EBITDA divided by revenue.	Net income
	●	We believe that certain investors and analysts use adjusted EBITDA 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) restructuring, acquisition and other; loss (recovery) 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; loss on bond forward derivatives; 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 and adjusted net income including the dilutive effect of stock-based compensation divided by basic and diluted weighted average shares outstanding.	Net income   Basic and diluted earnings per share
Free cash flow 1	●	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 EBITDA deduct capital expenditures; 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; current portion of lease liabilities; lease liabilities; 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.
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 EBITDA (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.

¹  Effective January 1, 2019, we redefined free cash flow such that we no longer adjust for the "net change in contract asset and deferred commission cost asset balances". We redefined free cash flow to simplify this measure and we believe removing it will make us more comparable within our industry.

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Reconciliation of adjusted EBITDA

	Three months ended September 30			Nine months ended September 30
(In millions of dollars)	2019	2018		2019	2018
Net income	593	594		1,575	1,557
Add:
Income tax expense	219	235		544	576
Finance costs	215	176		610	588
Depreciation and amortization	627	558		1,850	1,647
EBITDA	1,654	1,563		4,579	4,368
Add (deduct):
Other expense (income)	16	15		2	(6	)
Restructuring, acquisition and other	42	47		101	116
Gain on disposition of property, plant and equipment	—	(5	)	—	(16	)
Adjusted EBITDA	1,712	1,620		4,682	4,462

Reconciliation of adjusted EBITDA margin

	Three months ended September 30				Nine months ended September 30
(In millions of dollars, except margins)	2019		2018		2019		2018
Adjusted EBITDA	1,712		1,620		4,682		4,462
Divided by: total revenue	3,754		3,769		11,121		11,158
Adjusted EBITDA margin	45.6	%	43.0	%	42.1	%	40.0	%

Reconciliation of adjusted net income

	Three months ended September 30				Nine months ended September 30
(In millions of dollars)	2019		2018		2019		2018
Net income	593		594		1,575		1,557
Add (deduct):
Restructuring, acquisition and other	42		47		101		116
Gain on disposition of property, plant and equipment	—		(5	)	—		(16	)
Loss on repayment of long-term debt	—		—		—		28
Income tax impact of above items	(13	)	(11	)	(29	)	(29	)
Income tax adjustment, legislative tax change	—		—		(23	)	—
Adjusted net income	622		625		1,624		1,656

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Reconciliation of adjusted earnings per share

	Three months ended September 30				Nine months ended September 30
(In millions of dollars, except per share amounts; number of shares outstanding in millions)	2019		2018		2019		2018
Adjusted basic earnings per share:
Adjusted net income	622		625		1,624		1,656
Divided by:
Weighted average number of shares outstanding	511		515		513		515
Adjusted basic earnings per share		$1.22		$1.21		$3.17		$3.22
Adjusted diluted earnings per share:
Diluted adjusted net income	613		625		1,618		1,654
Divided by:
Diluted weighted average number of shares outstanding	513		516		514		516
Adjusted diluted earnings per share		$1.19		$1.21		$3.15		$3.21

Reconciliation of free cash flow

	Three months ended September 30				Nine months ended September 30
	2019		2018		2019		2018
(In millions of dollars)			(restated) 1				(restated) 1
Cash provided by operating activities	1,305		1,304		3,360		3,237
Add (deduct):
Capital expenditures	(657	)	(700	)	(2,016	)	(1,962	)
Interest on borrowings, net of capitalized interest	(189	)	(168	)	(540	)	(521	)
Interest paid	222		192		581		575
Restructuring, acquisition and other	42		47		101		116
Program rights amortization	(17	)	(9	)	(58	)	(39	)
Net change in contract asset balances	26		74		55		168
Change in non-cash operating working capital items	57		(77	)	279		72
Other adjustments	(22	)	(36	)	19		17
Free cash flow	767		627		1,781		1,663

¹  Effective January 1, 2019, we have redefined free cash flow such that we no longer adjust for the "net change in contract asset and deferred commission cost asset balances". We have redefined free cash flow to simplify this measure and believe removing it will make us more comparable within our industry.

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Reconciliation of adjusted net debt and debt leverage ratio

	As at September 30		As at January 1		As at December 31
(In millions of dollars)	2019		2019		2018
Current portion of long-term debt	1,400		900		900
Long-term debt	14,879		13,390		13,390
Deferred transaction costs and discounts	138		114		114
	16,417		14,404		14,404
Add (deduct):
Net debt derivative assets	(1,660	)	(1,373	)	(1,373	)
Credit risk adjustment related to net debt derivative assets	(79	)	(75	)	(75	)
Short-term borrowings	1,708		2,255		2,255
Current portion of lease liabilities	219		190		—
Lease liabilities	1,435		1,355		—
Cash and cash equivalents	(262	)	(405	)	(405	)
Adjusted net debt	17,778		16,351		14,806

	As at September 30	As at January 1	As at December 31
(In millions of dollars, except ratios)	2019	2019	2018
Adjusted net debt	17,778	16,351	14,806
Divided by: trailing 12-month adjusted EBITDA	6,250	6,157	5,983
Debt leverage ratio	2.8	2.7	2.5

As a result of our adoption of IFRS 16 effective January 1, 2019, we have modified our definition of adjusted net debt such that it now includes the total of "current portion of lease liabilities" and "lease liabilities". We believe adding total lease liabilities to adjusted net debt is appropriate as they reflect payments to which we are contractually committed and the related payments have been removed from our calculation of adjusted EBITDA due to the accounting change.

Additionally, as we have not restated comparative periods prior to 2019 due to our transition method, we have calculated the debt leverage ratio as at September 30, 2019 using pro forma adjusted EBITDA for the three months ended December 31, 2018 to remove rent expense as if we had adopted IFRS 16 retrospectively. Calculating debt leverage ratio as at January 1, 2019 using pro forma adjusted EBITDA for the full-year 2018 yields a ratio of 2.7. As the lease liabilities are included in adjusted net debt, we believe this adjustment provides a more meaningful and consistent basis on which to determine debt leverage ratio.

Rogers Communications Inc. 23 Third Quarter 2019

Rogers Communications Inc.

Interim Condensed Consolidated Statements of Income

(In millions of dollars, except per share amounts, unaudited)

	Three months ended September 30			Nine months ended September 30
	2019	2018		2019	2018
Revenue	3,754	3,769		11,121	11,158
Operating expenses:
Operating costs	2,042	2,149		6,439	6,696
Depreciation and amortization	627	558		1,850	1,647
Gain on disposition of property, plant and equipment	—	(5	)	—	(16	)
Restructuring, acquisition and other	42	47		101	116
Finance costs	215	176		610	588
Other expense (income)	16	15		2	(6	)
Income before income tax expense	812	829		2,119	2,133
Income tax expense	219	235		544	576
Net income for the period	593	594		1,575	1,557
Earnings per share:
Basic	$1.16	$1.15		$3.07	$3.02
Diluted	$1.14	$1.15		$3.05	$3.01

Rogers Communications Inc. 24 Third Quarter 2019

Rogers Communications Inc.

Interim Condensed Consolidated Statements of Financial Position

(In millions of dollars, unaudited)

	As at September 30	As at January 1	As at December 31
	2019	2019	2018
Assets
Current assets:
Cash and cash equivalents	262	405	405
Accounts receivable	2,097	2,259	2,259
Inventories	393	466	466
Current portion of contract assets	1,154	1,052	1,052
Other current assets	472	413	436
Current portion of derivative instruments	129	270	270
Total current assets	4,507	4,865	4,888
Property, plant and equipment	13,661	13,261	11,780
Intangible assets	8,893	7,205	7,205
Investments	2,744	2,134	2,134
Derivative instruments	1,639	1,339	1,339
Contract assets	488	535	535
Other long-term assets	207	132	132
Goodwill	3,923	3,905	3,905
Total assets	36,062	33,376	31,918
Liabilities and shareholders' equity
Current liabilities:
Short-term borrowings	1,708	2,255	2,255
Accounts payable and accrued liabilities	2,572	2,997	3,052
Income tax payable	129	177	177
Other current liabilities	114	132	132
Contract liabilities	166	233	233
Current portion of long-term debt	1,400	900	900
Current portion of lease liabilities	219	190	—
Current portion of derivative instruments	3	87	87
Total current liabilities	6,311	6,971	6,836
Provisions	37	35	35
Long-term debt	14,879	13,390	13,390
Derivative instruments	11	22	22
Lease liabilities	1,435	1,355	—
Other long-term liabilities	445	546	546
Deferred tax liabilities	3,301	2,901	2,910
Total liabilities	26,419	25,220	23,739
Shareholders' equity	9,643	8,156	8,179
Total liabilities and shareholders' equity	36,062	33,376	31,918

Rogers Communications Inc. 25 Third Quarter 2019

Rogers Communications Inc.

Interim Condensed Consolidated Statements of Cash Flows

(In millions of dollars, unaudited)

	Three months ended September 30				Nine months ended September 30
	2019		2018		2019		2018
Operating activities:
Net income for the period	593		594		1,575		1,557
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	627		558		1,850		1,647
Program rights amortization	17		9		58		39
Finance costs	215		176		610		588
Income tax expense	219		235		544		576
Post-employment benefits contributions, net of expense	33		31		(82	)	(38	)
Gain on disposition of property, plant and equipment	—		(5	)	—		(16	)
Net change in contract asset balances	(26	)	(74	)	(55	)	(168	)
Other	5		20		65		15
Cash provided by operating activities before changes in non-cash working capital items, income taxes paid, and interest paid	1,683		1,544		4,565		4,200
Change in non-cash operating working capital items	(57	)	77		(279	)	(72	)
Cash provided by operating activities before income taxes paid and interest paid	1,626		1,621		4,286		4,128
Income taxes paid	(99	)	(125	)	(345	)	(316	)
Interest paid	(222	)	(192	)	(581	)	(575	)
Cash provided by operating activities	1,305		1,304		3,360		3,237
Investing activities:
Capital expenditures	(657	)	(700	)	(2,016	)	(1,962	)
Additions to program rights	(15	)	(16	)	(29	)	(28	)
Changes in non-cash working capital related to capital expenditures and intangible assets	(63	)	(37	)	(144	)	(232	)
Acquisitions and other strategic transactions, net of cash acquired	—		—		(1,731	)	—
Other	11		5		1		16
Cash used in investing activities	(724	)	(748	)	(3,919	)	(2,206	)
Financing activities:
Net (repayment) proceeds received on short-term borrowings	(311	)	(255	)	(523	)	252
Net issuance (repayment) of long-term debt	—		—		2,276		(823	)
Net (payments) proceeds on settlement of debt derivatives and forward contracts	(22	)	16		(126	)	362
Principal payments of lease liabilities	(45	)	—		(124	)	—
Transaction costs incurred	—		(2	)	(33	)	(18	)
Repurchase of Class B Non-Voting Shares	(89	)	—		(294	)	—
Dividends paid	(256	)	(247	)	(760	)	(741	)
Cash (used in) provided by financing activities	(723	)	(488	)	416		(968	)
Change in cash and cash equivalents	(142	)	68		(143	)	63
Cash and cash equivalents (bank advances), beginning of period	404		(11	)	405		(6	)
Cash and cash equivalents, end of period	262		57		262		57

Rogers Communications Inc. 26 Third Quarter 2019

About Forward-Looking Information

This earnings release 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 earnings release. 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 earnings release.

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;

• total service revenue;

• adjusted EBITDA;

• capital expenditures;

• 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;

• traction against our debt leverage ratio; and

• all other statements that are not historical facts.

Specific forward-looking information included or incorporated in this document includes, but is not limited to, our information and statements under "Financial Guidance" relating to our 2019 consolidated guidance on revenue, adjusted EBITDA, capital expenditures, and free cash flow, which were originally provided on January 24, 2019.

Key underlying assumptions

Our 2019 guidance ranges presented in "Financial Guidance" are based on many assumptions including, but not limited to, the following material assumptions for the full-year 2019:

• a substantial portion of our 2019 US dollar-denominated expenditures is hedged at an average exchange rate of $1.25/US$;

• key interest rates remain relatively stable throughout 2019;

• no significant additional legal or regulatory developments (including resolution of the proceedings regarding the CRTC's decision on the rates we can charge to resellers of high-speed access services, including Rogers' TPIA service), shifts in economic conditions, or macro changes in the competitive environment affecting our business activities. We note that regulatory decisions issued during 2019 could materially alter underlying assumptions around our 2019 Wireless, Cable, and/or Media results in the current and future years, the impacts of which are currently unknown and not factored into our guidance;

• overall wireless and cable market penetration in Canada grows in 2019 at a similar rate as in 2018, supported by healthy economic conditions and population growth;

• continued subscriber growth in Wireless and Internet and a decline in Television and Phone subscribers; and

• our market share of wireless and cable subscriber growth is maintained;

• Wireless and Cable customers continue to upgrades their services to higher speed and consumption tiers;

• lower Wireless overage revenue as a result of the faster-than-expected adoption of our new Rogers Infinite™ unlimited data plans;

• capital expenditures continue to focus on our network and service investments:

• we continue to invest appropriately to ensure we have competitive wireless and cable networks through (i) building a 4.5G to 5G wireless network and (ii) upgrading our hybrid fibre-coaxial network to lower the number of homes passed per node, utilize the latest technologies, and deliver an even more reliable customer experience; and

• we continue to invest in service capabilities.

Rogers Communications Inc. 27 Third Quarter 2019

Our conclusions, forecasts, and projections are based 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 earnings release 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.

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 earnings release 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 our Third Quarter 2019 MD&A entitled "Updates to Risks and Uncertainties" and "Regulatory Developments" and fully review the sections in our 2018 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 earnings release.

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Rogers Communications Inc. 28 Third Quarter 2019