EX-99.1 2 rci-06302024xexhibit991.htm EX-99.1

Document

MANAGEMENT'S DISCUSSION AND ANALYSIS Exhibit 99.1

This Management's Discussion and Analysis (MD&A) contains important information about our business and our performance for the three and six months ended June 30, 2024, as well as forward-looking information (see "About Forward-Looking Information") about future periods. This MD&A should be read in conjunction with our Second Quarter 2024 Interim Condensed Consolidated Financial Statements (Second Quarter 2024 Interim 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 2023 Annual MD&A; our 2023 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 sedarplus.ca or EDGAR at sec.gov, respectively.

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 2023 Annual MD&A. References in this MD&A to the Shaw Transaction are to our acquisition of Shaw Communications Inc. (Shaw) on April 3, 2023. For additional details regarding the Shaw Transaction, see "Shaw Transaction" in our 2023 Annual MD&A and our 2023 Annual Audited Consolidated Financial Statements.

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 July 23, 2024 and was approved by the Audit and Risk Committee of RCI's Board of Directors (the Board) on that date.

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 second quarter refer to the three months ended June 30, 2024, the first quarter refers to the three months ended March 31, 2024, and year to date refers to the six months ended June 30, 2024, unless the context indicates otherwise. All results commentary is compared to the equivalent period in 2023 or as at December 31, 2023, as applicable, unless otherwise indicated.

Trademarks in this MD&A are owned or used under licence by Rogers Communications Inc. or an affiliate. This MD&A may also include trademarks of other parties. The trademarks referred to in this MD&A may be listed without the ™ symbols. ©2024 Rogers Communications

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 and other video (Video), Satellite, telephony (Home Phone), and 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 other wholly owned subsidiaries. Media is operated by our wholly owned subsidiary, Rogers Media Inc., and its subsidiaries.

Rogers Communications Inc. 1 Second Quarter 2024

Where to find it

2			Strategic Highlights						27			Commitments and Contractual Obligations
2			Quarterly Financial Highlights						28			Regulatory Developments
4			Summary of Consolidated Financial Results						28			Updates to Risks and Uncertainties
5			Results of our Reportable Segments						28			Material Accounting Policies and Estimates
11			Review of Consolidated Performance						29			Key Performance Indicators
14			Managing our Liquidity and Financial Resources						30			Non-GAAP and Other Financial Measures
20			Overview of Financial Position						33			Other Information
21			Financial Condition						35			About Forward-Looking Information
24			Financial Risk Management

Strategic Highlights

The five objectives set out below 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 for the quarter.

Build the biggest and best networks in the country

•Started to deploy 3800 MHz spectrum licences, further expanding our 5G capabilities.

•Expanding 5G coverage to the remaining tunnels of Toronto's subway system.

•Announced the CableLabs North collaboration with CableLabs, a new research and development facility in Calgary.

Deliver easy to use, reliable products and services

•Signed landmark deals with Warner Bros. Discovery and NBCUniversal to acquire the most-watched lifestyle and entertainment content.

•Expanded our Self Protect service to customers across Western Canada.

•Launched Disney+ for eligible Ignite TV customers at no additional cost.

Be the first choice for Canadians

•Led the industry with 162,000 mobile phone net additions. In the last 10 quarters, we have added 1.7 million total mobile phone and Internet net additions.

•Announced a milestone agreement with Amazon to broadcast Monday night NHL hockey on Prime Video.

•Announced a ten-year agreement with Comcast to bring their world-class Xfinity products and technology to Canadians.

Be a strong national company investing in Canada

•Invested $1 billion in capital expenditures, the majority in our wireless and wireline networks.

•Released our 2023 economic impact assessment showing Rogers supported 92,000 jobs and contributed $14 billion to GDP.

•Completed the final phase of the Rogers Centre renovations.

Be the growth leader in our industry

•Grew total service revenue by 1% and adjusted EBITDA by 6%.

•Reported industry-leading growth in our Wireless operations.

•Generated free cash flow1 of $666 million, up 40%, and cash flow from operating activities of $1,472 million.

Quarterly Financial Highlights

Revenue

Total revenue and total service revenue each increased by 1% this quarter, driven by revenue growth in our Wireless and Media businesses.

Wireless service revenue increased by 4% this quarter, primarily as a result of the cumulative impact of growth in our mobile phone subscriber base over the past year. Wireless equipment revenue decreased by 5%, primarily as a result of fewer device upgrades by existing customers.

1    Free cash flow is a capital management measure. See "Non-GAAP and Other Financial Measures" for more information about this measure. This is not a standardized financial measure under IFRS and might not be comparable to similar financial measures disclosed by other companies.

Rogers Communications Inc. 2 Second Quarter 2024

Total Cable revenue and Cable service revenue decreased by 2% and 3%, respectively, this quarter as a result of continued competitive promotional activity and declines in our Home Phone and Satellite subscriber bases.

Media revenue increased by 7% this quarter as a result of higher sports-related revenue, primarily at the Toronto Blue Jays, partially offset by lower Today's Shopping Choice revenue.

Adjusted EBITDA and margins

Consolidated adjusted EBITDA increased 6% this quarter, and our adjusted EBITDA margin increased by 230 basis points, as a result of full realization of our synergy program associated with the Shaw Transaction over the course of the 12 months following its closing in addition to ongoing cost efficiencies.

Wireless adjusted EBITDA increased by 6%, primarily due to the flow-through impact of higher revenue as discussed above in conjunction with lower costs. This gave rise to an adjusted EBITDA margin of 65.2%.

Cable adjusted EBITDA increased by 9% due to the aforementioned synergy program and ongoing cost efficiencies. This gave rise to an adjusted EBITDA margin of 56.8%.

Media adjusted EBITDA decreased by $4 million this quarter, primarily due to higher Toronto Blue Jays expenses, including players payroll and game day-related costs.

Net income and adjusted net income

Net income increased by $285 million, or 261%, and adjusted net income increased by 15% this quarter, primarily as a result of higher adjusted EBITDA, partially offset by higher income tax expense. Net income was also higher due to lower restructuring, acquisition and other costs this year relative to the significant Shaw Transaction closing-related fees incurred in the second quarter of 2023.

Cash flow and available liquidity

This quarter, we generated cash provided by operating activities of $1,472 million (2023 - $1,635 million). The decrease is primarily a result of a greater investment in net operating assets and liabilities, partially offset by higher adjusted EBITDA. We generated free cash flow of $666 million (2023 - $476 million), up 40% as a result of higher adjusted EBITDA, lower capital expenditures, and lower interest on long-term debt.

As at June 30, 2024, we had $4.3 billion of available liquidity2 (December 31, 2023 - $5.9 billion), consisting of $0.45 billion in cash and cash equivalents and $3.85 billion available under our bank and other credit facilities.

Our debt leverage ratio2 as at June 30, 2024 was 4.7 (December 31, 2023 - 5.0, or 4.7 on an as adjusted basis to include trailing 12-month adjusted EBITDA of a combined Rogers and Shaw as if the Shaw Transaction had closed on January 1, 2023). See "Financial Condition" for more information.

We also returned $266 million in dividends to shareholders this quarter and we declared a $0.50 per share dividend on July 23, 2024.

2    Available liquidity and debt leverage ratio are capital management measures. Pro forma debt leverage ratio is a non-GAAP ratio. Pro forma trailing 12-month adjusted EBITDA is a non-GAAP financial measure and is a component of pro forma debt leverage ratio. See "Non-GAAP and Other Financial Measures" for more information about these measures. These are not standardized financial measures under IFRS and might not be comparable to similar financial measures disclosed by other companies. See "Financial Condition" for a reconciliation of available liquidity.

Rogers Communications Inc. 3 Second Quarter 2024

Summary of Consolidated Financial Results

			Three months ended June 30												Six months ended June 30
(In millions of dollars, except margins and per share amounts)			2024			2023			% Chg						2024			2023			% Chg
Revenue
Wireless			2,466			2,424			2						4,994			4,770			5
Cable			1,964			2,013			(2)						3,923			3,030			29
Media			736			686			7						1,215			1,191			2
Corporate items and intercompany eliminations			(73)			(77)			(5)						(138)			(110)			25
Revenue			5,093			5,046			1						9,994			8,881			13
Total service revenue 1			4,599			4,534			1						8,956			7,848			14
Adjusted EBITDA
Wireless			1,296			1,222			6						2,580			2,401			7
Cable			1,116			1,026			9						2,216			1,583			40
Media			—			4			(100)						(103)			(34)			n/m
Corporate items and intercompany eliminations			(87)			(62)			40						(154)			(109)			41
Adjusted EBITDA 2			2,325			2,190			6						4,539			3,841			18
Adjusted EBITDA margin 2			45.7		%	43.4		%	2.3		pts				45.4		%	43.2		%	2.2		pts
Net income			394			109			n/m						650			620			5
Basic earnings per share			$0.74			$0.21			n/m						$1.22			$1.20			2
Diluted earnings per share			$0.73			$0.20			n/m						$1.20			$1.19			1
Adjusted net income 2			623			544			15						1,163			1,097			6
Adjusted basic earnings per share 2			$1.17			$1.03			14						$2.19			$2.12			3
Adjusted diluted earnings per share 2			$1.16			$1.02			14						$2.16			$2.11			2
Capital expenditures			999			1,079			(7)						2,057			1,971			4
Cash provided by operating activities			1,472			1,635			(10)						2,652			2,088			27
Free cash flow			666			476			40						1,252			846			48

n/m - not meaningful

1    As defined. See "Key Performance Indicators".

2    Adjusted EBITDA is a total of segments measure. Adjusted EBITDA margin is a supplementary financial measure. Adjusted basic and adjusted diluted earnings per share are non-GAAP ratios. Adjusted net income is a non-GAAP financial measure and is a component of adjusted basic and adjusted diluted earnings per share. These are not standardized financial measures under IFRS and might not be comparable to similar financial measures disclosed by other companies. See "Non-GAAP and Other Financial Measures" for more information about these measures.

Rogers Communications Inc. 4 Second Quarter 2024

Results of our Reportable Segments

WIRELESS

Wireless Financial Results

			Three months ended June 30												Six months ended June 30
(In millions of dollars, except margins)			2024			2023			% Chg						2024			2023			% Chg
Revenue
Service revenue			1,988			1,920			4						3,984			3,756			6
Equipment revenue			478			504			(5)						1,010			1,014			—
Revenue			2,466			2,424			2						4,994			4,770			5
Operating costs
Cost of equipment			492			501			(2)						1,031			1,009			2
Other operating costs			678			701			(3)						1,383			1,360			2
Operating costs			1,170			1,202			(3)						2,414			2,369			2
Adjusted EBITDA			1,296			1,222			6						2,580			2,401			7
Adjusted EBITDA margin 1			65.2		%	63.6		%	1.6		pts				64.8		%	63.9		%	0.9		pts
Capital expenditures			396			458			(14)						800			910			(12)

1    Calculated using service revenue.

Wireless Subscriber Results 1

			Three months ended June 30												Six months ended June 30
(In thousands, except churn and mobile phone ARPU)			2024			2023			Chg						2024			2023			Chg
Postpaid mobile phone 2
Gross additions			451			430			21						894			748			146
Net additions			112			170			(58)						210			265			(55)
Total postpaid mobile phone subscribers 3			10,598			10,107			491						10,598			10,107			491
Churn (monthly)			1.07		%	0.87		%	0.20		pts				1.09		%	0.83		%	0.26		pts
Prepaid mobile phone 4
Gross additions			148			231			(83)						232			448			(216)
Net additions (losses)			50			(5)			55						13			(13)			26
Total prepaid mobile phone subscribers 3			1,068			1,242			(174)						1,068			1,242			(174)
Churn (monthly)			3.20		%	6.33		%	(3.13		pts)				3.55		%	6.14		%	(2.59		pts)
Mobile phone ARPU (monthly) 5			$57.24			$56.79			$0.45						$57.64			$57.17			$0.47

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

2    Effective January 1, 2024, and on a prospective basis, we adjusted our postpaid mobile phone subscriber base to remove 110,000 Cityfone subscribers as we stopped selling new plans for this service as of that date. Given this, we believe this adjustment more meaningfully reflects the underlying organic subscriber performance of our postpaid mobile phone business.

3    As at end of period.

4    Effective January 1, 2024, and on a prospective basis, we adjusted our prepaid mobile phone subscriber base to remove 56,000 Fido prepaid subscribers as we stopped selling new plans for this service as of that date. Given this, we believe this adjustment more meaningfully reflects the underlying organic subscriber performance of our prepaid mobile phone business.

5    Mobile phone ARPU is a supplementary financial measure. See "Non-GAAP and Other Financial Measures" for an explanation as to the composition of this measure.

Service revenue

The 4% increase in service revenue this quarter and 6% increase year to date were primarily a result of the cumulative impact of growth in our mobile phone subscriber base over the past year. The year to date increase was also affected by the impact of the Shaw Mobile subscribers acquired through the Shaw Transaction in April 2023.

The increases in mobile phone ARPU this quarter and year to date were primarily associated with the changes in subscribers. We continue to see robust growth in net additions on our premium Rogers brand.

The continued significant postpaid gross and net additions this quarter and year to date were a result of sales execution in a growing Canadian market.

Rogers Communications Inc. 5 Second Quarter 2024

Equipment revenue

The 5% decrease in equipment revenue this quarter and marginal decrease year to date were primarily as a result of:

•fewer device upgrades by existing customers; partially offset by

•an increase in new subscribers purchasing devices; and

•a continued shift in the product mix towards higher-value devices.

Operating costs

Cost of equipment

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

Other operating costs

The 3% decrease in other operating costs this quarter was primarily a result of:

•lower costs associated with productivity and efficiency initiatives; partially offset by

•higher costs associated with our expanded network.

The 2% increase year to date was impacted by higher costs associated with our expanded network.

Adjusted EBITDA

The 6% increase in adjusted EBITDA this quarter and 7% increase year to date were a result of the revenue and expense changes discussed above.

Rogers Communications Inc. 6 Second Quarter 2024

CABLE

Cable Financial Results

			Three months ended June 30												Six months ended June 30
(In millions of dollars, except margins)			2024			2023			% Chg						2024			2023			% Chg
Revenue
Service revenue			1,948			2,005			(3)						3,895			3,011			29
Equipment revenue			16			8			100						28			19			47
Revenue			1,964			2,013			(2)						3,923			3,030			29
Operating costs			848			987			(14)						1,707			1,447			18
Adjusted EBITDA			1,116			1,026			9						2,216			1,583			40
Adjusted EBITDA margin			56.8		%	51.0		%	5.8		pts				56.5		%	52.2		%	4.3		pts
Capital expenditures			509			538			(5)						989			857			15

Cable Subscriber Results 1

			Three months ended June 30												Six months ended June 30
(In thousands, except ARPA and penetration)			2024			2023			Chg						2024			2023			Chg
Homes passed 2			10,061			9,815			246						10,061			9,815			246
Customer relationships
Net additions			13			5			8						20			6			14
Total customer relationships 2			4,656			4,787			(131)						4,656			4,787			(131)
ARPA (monthly) 3			$139.62			$139.68			($0.06)						$139.87			$142.18			($2.31)
Penetration 2			46.3		%	48.8		%	(2.5		pts)				46.3		%	48.8		%	(2.5		pts)
Retail Internet
Net additions			26			25			1						52			39			13
Total retail Internet subscribers 2			4,214			4,284			(70)						4,214			4,284			(70)
Video
Net (losses) additions			(33)			12			(45)						(60)			4			(64)
Total Video subscribers 2			2,691			2,732			(41)						2,691			2,732			(41)
Home Monitoring
Net additions (losses)			13			(4)			17						12			(9)			21
Total Home Monitoring subscribers 2			101			92			9						101			92			9
Home Phone
Net losses			(31)			(29)			(2)						(66)			(42)			(24)
Total Home Phone subscribers 2			1,563			1,684			(121)						1,563			1,684			(121)

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

2    As at end of period.

3    ARPA is a supplementary financial measure. See "Non-GAAP and Other Financial Measures" for an explanation as to the composition of this measure.

Service revenue

The 3% decrease in service revenue this quarter was a result of:

•continued competitive promotional activity; and

•declines in our Home Phone and Satellite subscriber bases.

The 29% increase in service revenue year to date was primarily a result of the completion of the Shaw Transaction in April 2023, which contributed an incremental approximately $1 billion in the first quarter, partially offset by the factors discussed above.

The lower ARPA this year was primarily a result of competitive promotional activity.

Rogers Communications Inc. 7 Second Quarter 2024

Operating costs

The 14% decrease in operating costs this quarter and 18% increase year to date were a result of the full realization of our synergy targets associated with the Shaw Transaction over the course of the year following closing, and ongoing cost efficiency initiatives. The year to date increase was also impacted by the completion of the Shaw Transaction in April 2023.

Adjusted EBITDA

The 9% increase in adjusted EBITDA this quarter and 40% increase year to date were a result of the service revenue and expense changes discussed above.

Rogers Communications Inc. 8 Second Quarter 2024

MEDIA

Media Financial Results

			Three months ended June 30												Six months ended June 30
(In millions of dollars, except margins)			2024			2023			% Chg						2024			2023			% Chg
Revenue			736			686			7						1,215			1,191			2
Operating costs			736			682			8						1,318			1,225			8
Adjusted EBITDA			—			4			(100)						(103)			(34)			n/m
Adjusted EBITDA margin			—		%	0.6		%	(0.6		pts)				(8.5)		%	(2.9)		%	(5.6		pts)
Capital expenditures			48			43			12						168			104			62

Revenue

The 7% increase in revenue this quarter and 2% increase year to date were a result of:

•higher sports-related revenue, primarily at the Toronto Blue Jays; partially offset by

•lower Today's Shopping Choice revenue.

Operating costs

The 8% increases in operating costs this quarter and year to date were a result of:

•higher Toronto Blue Jays expenses, including players payroll and game day-related costs; partially offset by

•lower Today's Shopping Choice costs in line with lower revenue.

Adjusted EBITDA

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

Rogers Communications Inc. 9 Second Quarter 2024

CAPITAL EXPENDITURES

			Three months ended June 30												Six months ended June 30
(In millions of dollars, except capital intensity)			2024			2023			% Chg						2024			2023			% Chg
Wireless			396			458			(14)						800			910			(12)
Cable			509			538			(5)						989			857			15
Media			48			43			12						168			104			62
Corporate			46			40			15						100			100			—
Capital expenditures 1			999			1,079			(7)						2,057			1,971			4
Capital intensity 2			19.6		%	21.4		%	(1.8		pts)				20.6		%	22.2		%	(1.6		pts)

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

2    Capital intensity is a supplementary financial measure. See "Non-GAAP and Other Financial Measures" for an explanation as to the composition of this measure.

One of our objectives is to build the biggest and best networks in the country. As we continually work towards this, we once again plan to spend more on our wireless and wireline networks this year than we have in the past several years. We continue to roll out our 5G network (the largest 5G network in Canada as at June 30, 2024) across the country, as we work toward our commitment to expand coverage across Western Canada. We also continue to invest in fibre deployments, including fibre-to-the-home (FTTH), in our cable network and we are expanding our network footprint to reach more homes and businesses, including in rural, remote, and Indigenous communities.

These investments will strengthen network resilience and stability and will help us bridge the digital divide by expanding our network further into rural and underserved areas through participation in various programs and projects.

Wireless

The decreases in capital expenditures in Wireless this quarter and year to date were due to the timing of investments. We continue to make investments in our network development and 5G deployment to expand our wireless network. The ongoing deployment of 3500 MHz spectrum and the commencement of 3800 MHz spectrum deployment continue to augment the capacity and resilience of our earlier 5G deployments in the 600 MHz spectrum band.

Cable

The decrease in capital expenditures in Cable this quarter was due to timing of investments. The increase in capital expenditures year to date reflect our acquisition of Shaw. We continue to make investments in our infrastructure, including additional fibre deployments to increase our FTTH distribution. These investments incorporate the latest technologies to help deliver more bandwidth and an enhanced customer experience as we progress in our connected home roadmap, including service footprint expansion and upgrades to our DOCSIS 3.1 platform to evolve to DOCSIS 4.0, offering increased network resilience, stability, and faster download speeds over time.

Media

The increases in capital expenditures in Media this quarter and year to date were primarily a result of higher Toronto Blue Jays stadium infrastructure-related expenditures associated with the second phase of the Rogers Centre modernization project.

Capital intensity

Capital intensity decreased this quarter and year to date as a result of the revenue and capital expenditure changes discussed above.

Rogers Communications Inc. 10 Second Quarter 2024

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 June 30												Six months ended June 30
(In millions of dollars)			2024			2023			% Chg						2024			2023			% Chg
Adjusted EBITDA			2,325			2,190			6						4,539			3,841			18
Deduct (add):
Depreciation and amortization			1,136			1,158			(2)						2,285			1,789			28
Restructuring, acquisition and other			90			331			(73)						232			386			(40)
Finance costs			576			583			(1)						1,156			879			32
Other (income) expense			(5)			(18)			(72)						3			(45)			n/m
Income tax expense			134			27			n/m						213			212			—
Net income			394			109			n/m						650			620			5

Depreciation and amortization

			Three months ended June 30												Six months ended June 30
(In millions of dollars)			2024			2023			% Chg						2024			2023			% Chg
Depreciation of property, plant and equipment			902			911			(1)						1,808			1,468			23
Depreciation of right-of-use assets			97			104			(7)						207			172			20
Amortization			137			143			(4)						270			149			81
Total depreciation and amortization			1,136			1,158			(2)						2,285			1,789			28

The year to date increase in depreciation and amortization was primarily a result of the assets acquired through the Shaw Transaction.

Restructuring, acquisition and other

			Three months ended June 30									Six months ended June 30
(In millions of dollars)			2024			2023						2024			2023
Restructuring and other			66			143						178			165
Shaw Transaction-related costs			24			188						54			221
Total restructuring, acquisition and other			90			331						232			386

The Shaw Transaction-related costs in 2023 and 2024 consisted of incremental costs supporting acquisition (in 2023) and integration activities (in 2023 and 2024) related to the Shaw Transaction. In the second quarter of 2023, these costs primarily reflected closing-related fees, the Shaw Transaction-related employee retention program, and the cost of the tangible benefits package related to the broadcasting portion of the Shaw Transaction.

The restructuring and other costs in 2023 and 2024 were primarily severance and other departure-related costs associated with the targeted restructuring of our employee base, which also included costs associated with voluntary departure programs in 2024. These costs also included costs related to real estate rationalization programs.

Rogers Communications Inc. 11 Second Quarter 2024

Finance costs

			Three months ended June 30												Six months ended June 30
(In millions of dollars)			2024			2023			% Chg						2024			2023			% Chg
Total interest on borrowings 1			512			522			(2)						1,020			915			11
Interest earned on restricted cash and cash equivalents			—			(3)			(100)						—			(149)			(100)
Interest on borrowings, net			512			519			(1)						1,020			766			33
Interest on lease liabilities			34			27			26						69			50			38
Interest on post-employment benefits			—			(5)			(100)						(2)			(7)			(71)
Loss (gain) on foreign exchange			30			(141)			n/m						139			(127)			n/m
Change in fair value of derivative instruments			(24)			144			n/m						(122)			133			n/m
Capitalized interest			(10)			(9)			11						(22)			(17)			29
Deferred transaction costs and other			34			48			(29)						74			81			(9)
Total finance costs			576			583			(1)						1,156			879			32

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

Interest on borrowings, net

The 33% increase in net interest on borrowings year to date was primarily a result of:

•a reduction in interest earned on restricted cash and cash equivalents, as we used these funds to partially fund the Shaw Transaction on April 3, 2023; and

•interest expense associated with the long-term debt assumed through the Shaw Transaction; partially offset by

•the repayment at maturity of senior notes in March 2023, October 2023, November 2023, January 2024, and March 2024 at different underlying interest rates; and

•lower interest expense associated with refinancing a significant portion of the borrowings under our term loan facility with senior notes issued in September 2023 and February 2024.

Income tax expense

			Three months ended June 30									Six months ended June 30
(In millions of dollars, except tax rates)			2024			2023						2024			2023
Statutory income tax rate			26.2		%	26.2		%				26.2		%	26.2		%
Income before income tax expense			528			136						863			832
Computed income tax expense			138			36						226			218
Increase (decrease) in income tax expense resulting from:
Non-(taxable) deductible stock-based compensation			(4)			(3)						(10)			3
Non-deductible (taxable) portion of equity losses (income)			1			—						1			(4)
Non-taxable income from security investments			—			(3)						—			(6)
Revaluation of deferred tax balances due to rate change			—			(3)						—			(3)
Other items			(1)			—						(4)			4
Total income tax expense			134			27						213			212
Effective income tax rate			25.4		%	19.9		%				24.7		%	25.5		%
Cash income taxes paid			158			125						232			275

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

Rogers Communications Inc. 12 Second Quarter 2024

Net income

			Three months ended June 30												Six months ended June 30
(In millions of dollars, except per share amounts)			2024			2023			% Chg						2024			2023			% Chg
Net income			394			109			n/m						650			620			5
Basic earnings per share			$0.74			$0.21			n/m						$1.22			$1.20			2
Diluted earnings per share			$0.73			$0.20			n/m						$1.20			$1.19			1

Adjusted net income

We calculate adjusted net income from adjusted EBITDA as follows:

			Three months ended June 30												Six months ended June 30
(In millions of dollars, except per share amounts)			2024			2023			% Chg						2024			2023			% Chg
Adjusted EBITDA			2,325			2,190			6						4,539			3,841			18
Deduct:
Depreciation and amortization 1			916			906			1						1,823			1,537			19
Finance costs			576			583			(1)						1,156			879			32
Other income (expense)			(5)			(18)			(72)						3			(45)			n/m
Income tax expense 2			215			175			23						394			373			6
Adjusted net income 1			623			544			15						1,163			1,097			6
Adjusted basic earnings per share			$1.17			$1.03			14						$2.19			$2.12			3
Adjusted diluted earnings per share			$1.16			$1.02			14						$2.16			$2.11			2

1    Our calculation of adjusted net income excludes depreciation and amortization on the fair value increment recognized on acquisition of Shaw Transaction-related property, plant and equipment and intangible assets. For purposes of calculating adjusted net income, we believe the magnitude of this depreciation and amortization, which was significantly affected by the size of the Shaw Transaction, may have no correlation to our current and ongoing operating results and affects comparability between certain periods. Depreciation and amortization excludes depreciation and amortization on Shaw Transaction-related property, plant and equipment and intangible assets for the three and six months ended June 30, 2024 of $220 million and $462 million (2023 - $252 million and $252 million). Adjusted net income includes depreciation and amortization on the acquired Shaw property, plant and equipment and intangible assets based on Shaw's historical cost and depreciation policies.

2    Income tax expense excludes recoveries of $81 million and $181 million (2023 - recoveries of $148 million and $161 million) for the three and six months ended June 30, 2024 related to the income tax impact for adjusted items.

Rogers Communications Inc. 13 Second Quarter 2024

Managing our Liquidity and Financial Resources

Operating, investing, and financing activities

			Three months ended June 30									Six months ended June 30
(In millions of dollars)			2024			2023						2024			2023
Cash provided by operating activities before changes in net operating assets and liabilities, income taxes paid, and interest paid			2,224			1,988						4,322			3,618
Change in net operating assets and liabilities			(120)			261						(409)			(443)
Income taxes paid			(158)			(125)						(232)			(275)
Interest paid, net			(474)			(489)						(1,029)			(812)
Cash provided by operating activities			1,472			1,635						2,652			2,088
Investing activities:
Capital expenditures			(999)			(1,079)						(2,057)			(1,971)
Additions to program rights			(10)			(12)						(23)			(37)
Changes in non-cash working capital related to capital expenditures and intangible assets			(48)			9						39			(29)
Acquisitions and other strategic transactions, net of cash acquired			(380)			(17,001)						(475)			(17,001)
Other			(1)			3						12			12
Cash used in investing activities			(1,438)			(18,080)						(2,504)			(19,026)
Financing activities:
Net (repayment of) proceeds received from short-term borrowings			(43)			(1,931)						1,261			(589)
Net (repayment) issuance of long-term debt			(18)			5,788						(1,126)			5,400
Net proceeds (payments) on settlement of debt derivatives and forward contracts			24			(106)						22			121
Transaction costs incurred			(4)			(1)						(46)			(265)
Principal payments of lease liabilities			(119)			(84)						(231)			(165)
Dividends paid			(182)			(252)						(372)			(505)
Other			(5)			—						(5)			—
Cash (used in) provided by financing activities			(347)			3,414						(497)			3,997
Change in cash and cash equivalents and restricted cash and cash equivalents			(313)			(13,031)						(349)			(12,941)
Cash and cash equivalents and restricted cash and cash equivalents, beginning of period			764			13,390						800			13,300
Cash and cash equivalents, end of period			451			359						451			359

Operating activities

This quarter, cash provided by operating activities decreased primarily as a result of a greater investment in net operating assets and liabilities, partially offset by higher adjusted EBITDA. Cash provided by operating activities increased for the year to date as a result of higher adjusted EBITDA, partially offset by higher interest paid.

Investing activities

Capital expenditures

During the quarter and year to date, we incurred $999 million and $2,057 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 quarter, we paid the remaining $380 million related to the acquisition of 3800 MHz spectrum licences. We recognized the spectrum licences as indefinite-life intangible assets.

Rogers Communications Inc. 14 Second Quarter 2024

Financing activities

During the quarter and year to date, we paid and received net amounts of $41 million and $111 million (2023 - received $3,750 million and $4,667 million), respectively, on our short-term borrowings, long-term debt, and related derivatives, including transaction costs. 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 receivables securitization program, our US dollar-denominated commercial paper (US CP) program, and our non-revolving credit facilities. Below is a summary of our short-term borrowings as at June 30, 2024 and December 31, 2023.

			As at June 30			As at December 31
(In millions of dollars)			2024			2023
Receivables securitization program			2,400			1,600
US commercial paper program (net of the discount on issuance)			134			150
Non-revolving credit facility borrowings (net of the discount on issuance)			505			—
Total short-term borrowings			3,039			1,750

The tables below summarize the activity relating to our short-term borrowings for the three and six months ended June 30, 2024 and 2023.

						Three months ended June 30, 2024												Six months ended June 30, 2024
(In millions of dollars, except exchange rates)			Notional (US$)			Exchange rate			Notional (Cdn$)						Notional (US$)			Exchange rate			Notional (Cdn$)
Proceeds received from receivables securitization									—												800
Net proceeds received from receivables securitization									—												800
Proceeds received from US commercial paper			443			1.366			605						1,282			1.354			1,736
Repayment of US commercial paper			(656)			1.369			(898)						(1,305)			1.359			(1,774)
Net repayment of US commercial paper									(293)												(38)
Proceeds received from non-revolving credit facilities (US$) 1			369			1.366			504						554			1.359			753
Repayment of non-revolving credit facilities (US$) 1			(185)			1.373			(254)						(185)			1.373			(254)
Net proceeds received from non-revolving credit facilities									250												499
Net (repayment of) proceeds received from short-term borrowings									(43)												1,261

1    Borrowings under our non-revolving facility mature and are reissued regularly, such that until repaid, we maintain net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.

Rogers Communications Inc. 15 Second Quarter 2024

						Three months ended June 30, 2023												Six months ended June 30, 2023
(In millions of dollars, except exchange rates)			Notional (US$)			Exchange rate			Notional (Cdn$)						Notional (US$)			Exchange rate			Notional (Cdn$)
Repayment of receivables securitization									(1,000)												(1,000)
Net repayment of receivables securitization									(1,000)												(1,000)
Proceeds received from US commercial paper			—			—			—						1,174			1.362			1,599
Repayment of US commercial paper			(687)			1.345			(924)						(1,341)			1.348			(1,807)
Net repayment of US commercial paper									(924)												(208)
Proceeds received from non-revolving credit facilities (Cdn$) 1									—												375
Proceeds received from non-revolving credit facilities (US$)			460			1.357			624						1,198			1.349			1,616
Total proceeds received from non-revolving credit facilities									624												1,991
Repayment of non-revolving credit facilities (Cdn$) 1									(4)												(379)
Repayment of non-revolving credit facilities (US$)			(465)			1.348			(627)						(738)			1.346			(993)
Total repayment of non-revolving credit facilities									(631)												(1,372)
Net (repayment of) proceeds received from non-revolving credit facilities									(7)												619
Net repayment of short-term borrowings									(1,931)												(589)

1    Borrowings under our non-revolving facility mature and are reissued regularly, such that until repaid, we maintain net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.

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

In March 2024, we borrowed US$185 million under our non-revolving facility maturing in March 2025. In April 2024, we borrowed an additional US$184 million under the facility. As a result, we have fully drawn on the facility.

The terms of our receivables securitization program are committed until its expiry, which we extended in June 2024 to an expiration date of June 28, 2027.

In April 2023, we repaid the outstanding $200 million of borrowings under Shaw's legacy accounts receivable securitization program, subsequent to which the program was terminated. This repayment is included in "repayment of receivables securitization" above.

Rogers Communications Inc. 16 Second Quarter 2024

Long-term debt

Our long-term debt consists of amounts outstanding under our bank and letter of credit facilities and the senior notes, debentures, and subordinated notes we have issued. The tables below summarize the activity relating to our long-term debt for the three and six months ended June 30, 2024 and 2023.

						Three months ended June 30, 2024												Six months ended June 30, 2024
(In millions of dollars, except exchange rates)			Notional (US$)			Exchange rate			Notional (Cdn$)						Notional (US$)			Exchange rate			Notional (Cdn$)
Term loan facility net repayments (US$) 1			(10)			n/m			(18)						(2,512)			1.351			(3,393)
Net repayments under term loan facility									(18)												(3,393)
Senior note issuances (US$)			—			—			—						2,500			1.347			3,367
Senior note repayments (Cdn$)									—												(1,100)
Net issuance of senior notes									—												2,267
Net repayment of long-term debt									(18)												(1,126)

1    Borrowings under our term loan facility mature and are reissued regularly, such that until repaid, we maintain net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.

						Three months ended June 30, 2023												Six months ended June 30, 2023
(In millions of dollars, except exchange rates)			Notional (US$)			Exchange rate			Notional (Cdn$)						Notional (US$)			Exchange rate			Notional (Cdn$)
Credit facility borrowings (US$)			—			—			—						220			1.368			301
Credit facility repayments (US$)			(220)			1.336			(294)						(220)			1.336			(294)
Net (repayments) borrowings under credit facilities									(294)												7
Term loan facility net borrowings (US$) 1			4,506			1.350			6,082						4,506			1.350			6,082
Net borrowings under term loan facility									6,082												6,082
Senior note repayments (US$)			—			—			—						(500)			1.378			(689)
Net repayment of senior notes									—												(689)
Net issuance of long-term debt									5,788												5,400

1    Borrowings under our term loan facility mature and are reissued regularly, such that until repaid, we maintain net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.

			Three months ended June 30									Six months ended June 30
(In millions of dollars)			2024			2023						2024			2023
Long-term debt net of transaction costs, beginning of period			40,320			31,364						40,855			31,733
Net (repayment) issuance of long-term debt			(18)			5,788						(1,126)			5,400
Long-term debt assumed through the Shaw Transaction			—			4,526						—			4,526
Loss (gain) on foreign exchange			251			(577)						839			(585)
Deferred transaction costs incurred			(3)			(1)						(53)			(4)
Amortization of deferred transaction costs			35			36						70			66
Long-term debt net of transaction costs, end of period			40,585			41,136						40,585			41,136

In April 2024, we amended our revolving credit facility to extend the maturity date of the $3 billion tranche to April 2029, from January 2028, and the $1 billion tranche to April 2027, from January 2026.

In April 2023, we drew the maximum $6 billion on the term loan facility upon closing the Shaw Transaction, consisting of $2 billion from each of the three tranches. The three tranches mature on April 3, 2026, 2027, and 2028, respectively. During 2023, we repaid $1.6 billion of the tranche maturing in 2027. In February 2024, we used the proceeds from our senior note issuances (see "Issuance of senior notes and related debt derivatives") to repay an additional $3.4 billion of the facility such that only $1 billion remains outstanding under the April 2026 tranche.

Rogers Communications Inc. 17 Second Quarter 2024

In April 2023, we also assumed $4.55 billion principal amount of Shaw's senior notes upon closing the Shaw Transaction, of which $500 million was subsequently repaid at maturity in November 2023 and $500 million was repaid at maturity in January 2024.

Issuance of senior notes and related debt derivatives

Below is a summary of the senior notes we issued during the three and six months ended June 30, 2024. We did not issue any senior notes during the three and six months ended June 30, 2023.

(In millions of dollars, except interest rates and discounts)															Discount/ premium at issuance			Total gross proceeds 1 (Cdn$)			Transaction costs and discounts 2 (Cdn$)
Date issued						Principal amount			Due date			Interest rate
2024 issuances
February 9, 2024			US			1,250			2029			5.000		%	99.714		%	1,684			20
February 9, 2024			US			1,250			2034			5.300		%	99.119		%	1,683			30

1    Gross proceeds before transaction costs, discounts, and premiums.

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

In February 2024, we issued senior notes with an aggregate principal amount of US$2.5 billion, consisting of US$1.25 billion of 5.00% senior notes due 2029 and US$1.25 billion of 5.30% senior notes due 2034. Concurrent with the issuances, we entered into debt derivatives to convert all interest and principal payment obligations to Canadian dollars. As a result, we received net proceeds of US$2.46 billion ($3.32 billion).

Repayment of senior notes and related derivative settlements

In January 2024, we repaid the entire outstanding principal of our $500 million 4.35% senior notes at maturity. In March 2024, we repaid the entire outstanding principal of our $600 million 4.00% senior notes at maturity. There were no derivatives associated with these senior notes.

In March 2023, we repaid the entire outstanding principal amount of our US$500 million 3.00% senior notes and the associated debt derivatives at maturity. As a result, we repaid $515 million, including receipt of $174 million received on settlement of the associated debt derivatives.

Dividends

Below is a summary of the dividends declared and paid on RCI's outstanding Class A Voting common shares (Class A Shares) and Class B Non-Voting common shares (Class B Non-Voting Shares) in 2024 and 2023. On July 23, 2024, a dividend was declared of $0.50 per Class A Share and Class B Non-Voting Share to be paid on October 3, 2024 to shareholders of record on September 9, 2024.

												Dividends paid (in millions of dollars)									Number of Class B Non-Voting Shares issued (in thousands) 1
Declaration date			Record date			Payment date			Dividend per share (dollars)			In cash			In Class B Non-Voting Shares			Total
January 31, 2024			March 11, 2024			April 3, 2024			0.50			183			83			266			1,552
April 23, 2024			June 10, 2024			July 5, 2024			0.50			185			81			266			1,651
February 1, 2023			March 10, 2023			April 3, 2023			0.50			252			—			252			—
April 25, 2023			June 9, 2023			July 5, 2023			0.50			264			—			264			—
July 25, 2023			September 8, 2023			October 3, 2023			0.50			191			74			265			1,454
November 8, 2023			December 8, 2023			January 2, 2024			0.50			190			75			265			1,244

1    Class B Non-Voting Shares are issued as partial settlement of our quarterly dividend payable on the payment date under the terms of our dividend reinvestment plan.

Rogers Communications Inc. 18 Second Quarter 2024

Free cash flow

			Three months ended June 30												Six months ended June 30
(In millions of dollars)			2024			2023			% Chg						2024			2023			% Chg
Adjusted EBITDA			2,325			2,190			6						4,539			3,841			18
Deduct:
Capital expenditures 1			999			1,079			(7)						2,057			1,971			4
Interest on borrowings, net and capitalized interest			502			510			(2)						998			749			33
Cash income taxes 2			158			125			26						232			275			(16)
Free cash flow			666			476			40						1,252			846			48

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

2    Cash income taxes are net of refunds received.

The 40% increase in free cash flow this quarter was a result of higher adjusted EBITDA and lower capital expenditures. The 48% year to date increase was impacted by higher adjusted EBITDA, partially offset by higher interest on borrowings and higher capital expenditures.

Rogers Communications Inc. 19 Second Quarter 2024

Overview of Financial Position

Consolidated statements of financial position

			As at			As at
			June 30			December 31
(In millions of dollars)			2024			2023			$ Chg			% Chg			Explanation of significant changes
Assets
Current assets:
Cash and cash equivalents			451			800			(349)			(44)			See "Managing our Liquidity and Financial Resources".
Accounts receivable			4,853			4,996			(143)			(3)			Reflects business seasonality.
Inventories			512			456			56			12			Primarily reflects a seasonal increase in Wireless handset inventories.
Current portion of contract assets			185			163			22			13			n/m
Other current assets			849			1,202			(353)			(29)			Primarily reflects lower non-operational receivable balances following collection.
Current portion of derivative instruments			105			80			25			31			Reflects the change in market values of certain debt derivatives and expenditure derivatives as a result of the depreciation of the Cdn$ relative to the US$.
Assets held for sale			137			137			—			—			n/m
Total current assets			7,092			7,834			(742)			(9)
Property, plant and equipment			24,691			24,332			359			1			Reflects capital expenditures incurred, partially offset by depreciation expense related to our asset base.
Intangible assets			18,098			17,896			202			1			Reflects amortization expense related to the intangible assets acquired in the Shaw Transaction.
Investments			605			598			7			1			n/m
Derivative instruments			821			571			250			44			Reflects the change in market values of certain debt derivatives as a result of the depreciation of the Cdn$ relative to the US$.
Financing receivables			1,006			1,101			(95)			(9)			Reflects lower financing receivables as a result of fewer subscribers upgrading their devices.
Other long-term assets			725			670			55			8			n/m
Goodwill			16,280			16,280			—			—			n/m
Total assets			69,318			69,282			36			—
Liabilities and shareholders' equity
Current liabilities:
Short-term borrowings			3,039			1,750			1,289			74			See "Managing our Liquidity and Financial Resources".
Accounts payable and accrued liabilities			3,631			4,221			(590)			(14)			Reflects business seasonality.
Other current liabilities			358			434			(76)			(18)			Reflects the change in market values of certain debt derivatives as a result of the depreciation of the Cdn$ relative to the US$.
Contract liabilities			749			773			(24)			(3)			n/m
Current portion of long-term debt			2,619			1,100			1,519			138			Reflects the reclassification to current of our US$1 billion senior notes due March 2025, partially offset by the repayment at maturity of our $500 million and $600 million senior notes in January 2024 and March 2024, respectively.
Current portion of lease liabilities			560			504			56			11			Reflects liabilities related to new leases.
Total current liabilities			10,956			8,782			2,174			25
Provisions			62			54			8			15			n/m
Long-term debt			37,966			39,755			(1,789)			(5)			Reflects the partial repayment of our $6 billion term loan facility and the reclassification of our US$1 billion senior notes due March 2025 to current, partially offset by the issuance of US$2.5 billion of senior notes in February 2024.
Lease liabilities			2,159			2,089			70			3			Reflects liabilities related to new leases.
Other long-term liabilities			1,361			1,783			(422)			(24)			Reflects the change in market values of debt derivatives as a result of the depreciation of the Cdn$ relative to the US$.
Deferred tax liabilities			6,197			6,379			(182)			(3)			Reflects the reversal of certain temporary taxable differences.
Total liabilities			58,701			58,842			(141)			—
Shareholders' equity			10,617			10,440			177			2			Reflects changes in retained earnings and equity reserves.
Total liabilities and shareholders' equity			69,318			69,282			36			—

Rogers Communications Inc. 20 Second Quarter 2024

Financial Condition

Available liquidity

Below is a summary of our available liquidity from our cash and cash equivalents, bank credit facilities, letter of credit facilities, and short-term borrowings as at June 30, 2024 and December 31, 2023.

As at June 30, 2024			Total sources			Drawn			Letters of credit			US CP program 1			Net available
(In millions of dollars)
Cash and cash equivalents			451			—			—			—			451
Bank credit facilities 2:
Revolving			4,000			—			10			137			3,853
Non-revolving			500			500			—			—			—
Outstanding letters of credit			5			—			5			—			—
Receivables securitization 2			2,400			2,400			—			—			—
Total			7,356			2,900			15			137			4,304

1    The US CP program amounts are gross of the discount on issuance.

2    The total liquidity sources under our bank credit facilities and receivables securitization represents the total credit limits per the relevant agreements. The amount drawn and letters of credit are currently outstanding under those agreements. The US CP program amount represents our currently outstanding US CP borrowings that are backstopped by our revolving credit facility.

As at December 31, 2023			Total sources			Drawn			Letters of credit			US CP program 1			Net available
(In millions of dollars)
Cash and cash equivalents			800			—			—			—			800
Bank credit facilities 2:
Revolving			4,000			—			10			151			3,839
Non-revolving			500			—			—			—			500
Outstanding letters of credit			243			—			243			—			—
Receivables securitization 2			2,400			1,600			—			—			800
Total			7,943			1,600			253			151			5,939

1    The US CP program amounts are gross of the discount on issuance.

2    The total liquidity sources under our bank credit facilities and receivables securitization represents the total credit limits per the relevant agreements. The amount drawn and letters of credit are currently outstanding under those agreements. The US CP program amount represents our currently outstanding US CP borrowings that are backstopped by our revolving credit facility.

Our Canada Infrastructure Bank credit agreement is not included in available liquidity as it can only be drawn upon for use in broadband projects under the Universal Broadband Fund, and therefore is not available for other general purposes.

Weighted average cost of borrowings

Our weighted average cost of all borrowings was 4.74% as at June 30, 2024 (December 31, 2023 - 4.85%) and our weighted average term to maturity was 10.3 years (December 31, 2023 - 10.4 years). These figures reflect the expected repayment of our subordinated notes on the five-year anniversary.

Rogers Communications Inc. 21 Second Quarter 2024

Adjusted net debt and debt leverage ratio

We use adjusted net debt and debt leverage ratio to conduct valuation-related analysis and to make capital structure-related decisions.

			As at June 30			As at December 31
(In millions of dollars, except ratios)			2024			2023
Current portion of long-term debt			2,619			1,100
Long-term debt			37,966			39,755
Deferred transaction costs and discounts			1,023			1,040
			41,608			41,895
Add (deduct):
Adjustment of US dollar-denominated debt to hedged rate			(1,640)			(808)
Subordinated notes adjustment 1			(1,514)			(1,496)
Short-term borrowings			3,039			1,750
Current portion of lease liabilities			560			504
Lease liabilities			2,159			2,089
Cash and cash equivalents			(451)			(800)
Adjusted net debt 2			43,761			43,134
Divided by: trailing 12-month adjusted EBITDA			9,279			8,581
Debt leverage ratio			4.7			5.0
Divided by: pro forma trailing 12-month adjusted EBITDA 2			n/a			9,095
Pro forma debt leverage ratio			n/a			4.7

1    For the purposes of calculating adjusted net debt and debt leverage ratio, we believe adjusting 50% of the value of our subordinated notes is appropriate as this methodology factors in certain circumstances with respect to priority for payment and this approach is commonly used to evaluate debt leverage by rating agencies.

2    Adjusted net debt is a capital management measure. Pro forma trailing 12-month adjusted EBITDA is a non-GAAP financial measure and is a component of pro forma debt leverage ratio. These are not standardized financial measures under IFRS and might not be comparable to similar financial measures disclosed by other companies. See "Non-GAAP and Other Financial Measures" for more information about these measures.

In order to meet our stated objective of returning our debt leverage ratio to approximately 3.5 within 36 months of closing the Shaw Transaction, we intend to manage our debt leverage ratio through combined operational synergies, organic growth in adjusted EBITDA, proceeds from asset sales, and debt repayment, as applicable.

Credit ratings

Below is a summary of the credit ratings on RCI's outstanding senior and subordinated notes and debentures (long-term) and US CP (short-term) as at June 30, 2024.

Issuance

S&P Global Ratings Services

Moody's

Fitch

DBRS Morningstar

Corporate credit issuer default rating

BBB- (stable)

Baa3 (stable)

BBB- (stable)

BBB (low) (stable)

Senior unsecured debt

BBB- (stable)

Baa3 (stable)

BBB- (stable)

BBB (low) (stable)

Subordinated debt

BB (stable)

Ba2 (stable)

BB (stable)

N/A 1

US commercial paper

A-3

P-3

N/A 1

N/A 1

1    We have not sought a rating from Fitch or DBRS Morningstar for our short-term obligations or from DBRS Morningstar for our subordinated debt.

In February 2024, S&P improved their outlook for our corporate credit issuer default rating and our senior unsecured debt rating to stable from negative. At the same time, S&P also improved their outlook for our subordinated debt rating to stable from negative.

Rogers Communications Inc. 22 Second Quarter 2024

Outstanding common shares

			As at June 30			As at December 31
			2024			2023
Common shares outstanding 1
Class A Voting Shares			111,152,011			111,152,011
Class B Non-Voting Shares			421,664,224			418,868,891
Total common shares			532,816,235			530,020,902
Options to purchase Class B Non-Voting Shares
Outstanding options			10,587,278			10,593,645
Outstanding options exercisable			6,753,443			4,749,678

1    Holders of 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.

On April 3, 2023, we issued 23.6 million Class B Non-Voting Shares as partial consideration for the Shaw Transaction. We also issue Class B Non-Voting Shares as partial settlement of our quarterly dividends under the terms of our dividend reinvestment plan (see "Managing our Liquidity and Financial Resources" for more information).

Rogers Communications Inc. 23 Second Quarter 2024

Financial Risk Management

This section should be read in conjunction with "Financial Risk Management" in our 2023 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 90.6% of our outstanding debt, including short-term borrowings, as at June 30, 2024 (December 31, 2023 - 85.6%).

Debt derivatives

We use cross-currency interest rate exchange agreements, forward cross-currency interest rate exchange agreements, and foreign currency forward contracts (collectively, debt derivatives) to manage risks from fluctuations in foreign exchange rates and interest rates associated with our US dollar-denominated senior notes, debentures, subordinated notes, lease liabilities, credit facility borrowings, and US CP borrowings. We typically designate the debt derivatives related to our senior notes, debentures, subordinated notes, and lease liabilities as hedges for accounting purposes against the foreign exchange risk or interest rate risk associated with specific issued and forecast debt instruments. Debt derivatives related to our credit facility and US CP borrowings have not been designated as hedges for accounting purposes.

Credit facilities and US CP

Below is a summary of the debt derivatives we entered into and settled related to our credit facility borrowings and US CP program during the three and six months ended June 30, 2024 and 2023.

						Three months ended June 30, 2024												Six months ended June 30, 2024
(In millions of dollars, except exchange rates)			Notional  (US$)			Exchange rate			Notional (Cdn$)						Notional (US$)			Exchange rate			Notional (Cdn$)
Credit facilities
Debt derivatives entered			2,556			1.367			3,495						8,263			1.351			11,163
Debt derivatives settled			2,382			1.370			3,264						10,406			1.351			14,058
Net cash received on settlement									17												16
US commercial paper program
Debt derivatives entered			442			1.367			604						1,281			1.354			1,735
Debt derivatives settled			650			1.369			890						1,296			1.360			1,762
Net cash received on settlement									7												6

						Three months ended June 30, 2023												Six months ended June 30, 2023
(In millions of dollars, except exchange rates)			Notional  (US$)			Exchange rate			Notional (Cdn$)						Notional (US$)			Exchange rate			Notional (Cdn$)
Credit facilities
Debt derivatives entered			13,839			1.343			18,580						14,797			1.343			19,873
Debt derivatives settled			9,558			1.339			12,795						9,831			1.339			13,161
Net cash paid on settlement									(90)												(95)
US commercial paper program
Debt derivatives entered			—			—			—						1,174			1.362			1,599
Debt derivatives settled			681			1.344			915						1,332			1.348			1,795
Net cash paid on settlement									(16)												(18)

As at June 30, 2024, we had US$1,098 million and US$98 million notional amount of debt derivatives outstanding relating to our credit facility borrowings and US CP program (December 31, 2023 - US$3,241 million and US$113 million), at an average rate of $1.369/US$ (December 31, 2023 - $1.352/US$) and $1.368/US$ (December 31, 2023 - $1.369/US$), respectively.

Rogers Communications Inc. 24 Second Quarter 2024

Senior notes

Below is a summary of the debt derivatives we entered into related to senior notes during the three and six months ended June 30, 2024. We did not enter into any debt derivatives related to senior notes issued during 2023.

(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$)
2024 issuances
February 9, 2024			1,250			2029			5.000		%				4.735		%	1,684
February 9, 2024			1,250			2034			5.300		%				5.107		%	1,683

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

As at June 30, 2024, we had US$17,250 million (December 31, 2023 - US$14,750 million) in US dollar-denominated senior notes, debentures, and subordinated notes, of which all of the associated foreign exchange risk had been hedged using debt derivatives, at an average rate of $1.272/US$ (December 31, 2023 - $1.259/US$).

In March 2023, we settled the derivatives associated with our US$1 billion senior notes due 2025, which were not designated as hedges for accounting purposes. We subsequently entered into new derivatives associated with those senior notes, which we designated as hedges for accounting purposes. We received a net $60 million relating to these transactions.

Lease liabilities

Below is a summary of the debt derivatives we entered into and settled related to our outstanding lease liabilities for the three and six months ended June 30, 2024 and 2023.

			Three months ended June 30, 2024												Six months ended June 30, 2024
(In millions of dollars, except exchange rates)			Notional (US$)			Exchange rate			Notional (Cdn$)						Notional (US$)			Exchange rate			Notional (Cdn$)
Debt derivatives entered			78			1.359			106						155			1.355			210
Debt derivatives settled			53			1.321			70						101			1.317			133

			Three months ended June 30, 2023												Six months ended June 30, 2023
(In millions of dollars, except exchange rates)			Notional (US$)			Exchange rate			Notional (Cdn$)						Notional (US$)			Exchange rate			Notional (Cdn$)
Debt derivatives entered			51			1.314			67						86			1.337			115
Debt derivatives settled			33			1.273			42						66			1.303			86

As at June 30, 2024, we had US$411 million notional amount of debt derivatives outstanding relating to our outstanding lease liabilities (December 31, 2023 - US$357 million) with terms to maturity ranging from July 2024 to June 2027 (December 31, 2023 - January 2024 to December 2026) at an average rate of $1.340/US$ (December 31, 2023 - $1.329/US$).

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

Rogers Communications Inc. 25 Second Quarter 2024

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 six months ended June 30, 2024 and 2023.

			Three months ended June 30, 2024												Six months ended June 30, 2024
(In millions of dollars, except exchange rates)			Notional (US$)			Exchange rate			Notional (Cdn$)						Notional (US$)			Exchange rate			Notional (Cdn$)
Expenditure derivatives entered			420			1.348			566						510			1.341			684
Expenditure derivatives settled			315			1.324			417						600			1.325			795

			Three months ended June 30, 2023												Six months ended June 30, 2023
(In millions of dollars, except exchange rates)			Notional (US$)			Exchange rate			Notional (Cdn$)						Notional (US$)			Exchange rate			Notional (Cdn$)
Expenditure derivatives entered			930			1.327			1,234						1,140			1.327			1,513
Expenditure derivatives acquired			212			1.330			282						212			1.330			282
Expenditure derivatives settled			315			1.260			397						540			1.254			677

As at June 30, 2024, we had US$1,560 million notional amount of expenditure derivatives outstanding (December 31, 2023 - US$1,650 million) with terms to maturity ranging from July 2024 to December 2025 (December 31, 2023 - January 2024 to December 2025) at an average rate of $1.331/US$ (December 31, 2023 - $1.325/US$).

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 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 June 30, 2024, we had equity derivatives outstanding for 6.0 million (December 31, 2023 - 6.0 million) Class B Non-Voting Shares with a weighted average price of $53.27 (December 31, 2023 - $54.02).

In April 2024, we executed extension agreements for our equity derivative contracts under substantially the same commitment terms and conditions with revised expiry dates to April 2025 (from April 2024) and the weighted average cost was adjusted to $53.27 per share.

In June 2023, we entered into 0.5 million equity derivatives with a weighted average price of $58.14 as a result of the issuance of additional performance restricted share units in 2023.

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

Cash settlements on debt derivatives and forward contracts

Below is a summary of the net proceeds (payments) on settlement of debt derivatives and forward contracts during the three and six months ended June 30, 2024 and 2023.

			Three months ended June 30									Six months ended June 30
(In millions of dollars, except exchange rates)			2024			2023						2024			2023
Credit facilities			17			(90)						16			(95)
US commercial paper program			7			(16)						6			(18)
Senior and subordinated notes			—			—						—			234
Net proceeds (payments) on settlement of debt derivatives and forward contracts			24			(106)						22			121

Rogers Communications Inc. 26 Second Quarter 2024

Mark-to-market value

We record our derivatives using an estimated credit-adjusted, mark-to-market valuation, calculated in accordance with IFRS.

			As at June 30, 2024
(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			7,815			1.2263			9,584			878
As liabilities			9,846			1.3113			12,911			(652)
Debt derivatives not accounted for as hedges:
As assets			282			1.3612			384			2
As liabilities			914			1.3714			1,253			(2)
Net mark-to-market debt derivative asset												226
Expenditure derivatives accounted for as cash flow hedges:
As assets			1,500			1.3294			1,994			45
As liabilities			60			1.3635			82			—
Net mark-to-market expenditure derivative asset												45
Equity derivatives not accounted for as hedges:
As assets			—			—			136			1
As liabilities			—			—			184			(17)
Net mark-to-market equity derivative asset												(16)
Net mark-to-market asset												255

			As at December 31, 2023
(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			4,557			1.1583			5,278			599
As liabilities			10,550			1.3055			13,773			(1,069)
Short-term debt derivatives not accounted for as hedges:
As liabilities			3,354			1.3526			4,537			(101)
Net mark-to-market debt derivative liability												(571)
Expenditure derivatives accounted for as cash flow hedges:
As assets			600			1.3147			789			4
As liabilities			1,050			1.3315			1,398			(19)
Net mark-to-market expenditure derivative liability												(15)
Equity derivatives not accounted for as hedges:
As assets			—			—			324			48
Net mark-to-market equity derivative asset												48
Net mark-to-market liability												(538)

Commitments and Contractual Obligations

See our 2023 Annual MD&A for a summary of our obligations under firm contractual arrangements, including commitments for future payments under long-term debt arrangements and lease arrangements as at December 31, 2023. These are also discussed in notes 4, 19, and 30 of our 2023 Annual Audited Consolidated Financial Statements.

In the first quarter, we extended an agreement with a Cable service provider, resulting in an increase in our contractual commitments of approximately $1.8 billion over the next ten years compared to our disclosure as at December 31, 2023. This quarter, we also signed new Media program rights agreements with the Edmonton Oilers, Calgary Flames, and Warner Bros. Discovery reflecting an increase in our contractual commitments of approximately $1.9 billion over the next 12 years compared to our disclosure as at December 31, 2023.

Rogers Communications Inc. 27 Second Quarter 2024

Except for the above and as otherwise disclosed in this MD&A, as at June 30, 2024, there have been no other material changes to our material contractual obligations, as identified in our 2023 Annual MD&A, since December 31, 2023.

Regulatory Developments

See "Regulation in our Industry" in our 2023 Annual MD&A for a discussion of the significant regulations that affected our operations as at March 5, 2024.

3800 MHz spectrum licence acquisition

In November 2023, Innovation, Science and Economic Development Canada announced the results of the 3800 MHz spectrum licence auction that was held in October and November 2023. We were awarded 860 spectrum licences covering 172 regions across the country, including urban area, rural and Indigenous communities. We made payments for these licences in January 2024 for $95 million and May 2024 for $380 million. Upon acquisition in May 2024, we recognized the spectrum licences as indefinite-life intangible assets of $480 million, including directly attributable costs.

Updates to Risks and Uncertainties

See "Risk Management" and "Regulation in our Industry" in our 2023 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 5, 2024, which should be reviewed in conjunction with this MD&A. There are no updates to those risks and uncertainties.

Material Accounting Policies and Estimates

See our 2023 Annual MD&A and our 2023 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 2024

We adopted the following accounting amendments that were effective for our interim and annual consolidated financial statements commencing January 1, 2024. The adoption of these standards have not had a material impact on our financial results.

•Amendments to IAS 1, Presentation of Financial Statements - Classification of Liabilities as Current or Non-current, clarifying the classification requirements in the standard for liabilities as current or non-current.

•Amendments to IFRS 16, Leases - Lease Liability in a Sale and Leaseback, clarifying subsequent measurement requirements for sale and leaseback transactions for seller-lessees.

•Amendments to IAS 1, Presentation of Financial Statements - Non-current Liabilities with Covenants, modifying the 2020 amendments to IAS 1 to further clarify the classification, presentation, and disclosure requirements in the standard for non-current liabilities with covenants.

•Amendments to IAS 7, Statement of Cash Flows and IFRS 7, Financial Instruments: Disclosures - Supplier Finance Arrangements, adding disclosure requirements that require entities to provide qualitative and quantitative information about supplier finance arrangements.

Recent accounting pronouncements not yet adopted

The IASB has issued the following new standard that will become effective on January 1, 2027:

•IFRS 18, Presentation and Disclosure in Financial Statements (replacing IAS 1, Presentation of Financial Statements), with an aim to improve how information is communicated in the financial statements, with a focus on information in the statement of income.

We are assessing the impacts IFRS 18 will have on our consolidated financial statements.

Transactions with related parties

We have entered into business transactions with Dream Unlimited Corp. (Dream), which is controlled by our Director Michael J. Cooper. Dream is a real estate company that rents spaces in office and residential buildings. Total amounts paid to this related party were nominal for the three and six months ended June 30, 2024 and 2023.

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

Rogers Communications Inc. 28 Second Quarter 2024

these related parties generally reflect the charges to Rogers for occasional business use of aircraft, net of other administrative services, and were less than $1 million for the three and six months ended June 30, 2024 and 2023.

On closing of the Shaw Transaction, we entered into an advisory agreement with Brad Shaw in accordance with the arrangement agreement, pursuant to which he will be paid $20 million for a two-year period following closing in exchange for performing certain services related to the transition and integration of Shaw, of which $3 million and $5 million was recognized in net income and paid during the three and six months ended June 30, 2024, respectively. We have also entered into certain other transactions with the Shaw Family Group. Total amounts paid to the Shaw Family Group during the three and six months ended June 30, 2024 were under $1 million.

In addition, we assumed a liability through the Shaw Transaction related to a legacy pension arrangement with one of our directors whereby the director will be paid $1 million per month until March 2035, $3 million and $6 million of which was paid during the three and six months ended June 30, 2024, respectively. The remaining liability of $95 million is included in "accounts payable and accrued liabilities" (for the amount to be paid within the next twelve months) or "other long-term liabilities".

We recognized these transactions at the amounts agreed to by the related parties, which were also approved by the Audit and Risk Committee. The amounts owing for these services were unsecured, interest-free, and generally due for payment in cash within one month of the date of the transaction.

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 2023 Annual MD&A.

Key Performance Indicators

We measure the success of our strategy using a number of key performance indicators that are defined and discussed in our 2023 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, some of which are supplementary financial measures (see "Non-GAAP and Other Financial Measures"), are not measurements in accordance with IFRS. They include:

•subscriber counts;

•Wireless;

•Cable; and

•homes passed (Cable);

•Wireless subscriber churn (churn);

•Wireless mobile phone average revenue per user
(ARPU);

•Cable average revenue per account (ARPA);

•Cable customer relationships;

•Cable market penetration (penetration);

•capital intensity; and

•total service revenue.

Rogers Communications Inc. 29 Second Quarter 2024

Non-GAAP and Other Financial Measures

We use the following "non-GAAP financial measures" and other "specified financial measures" (each within the meaning of applicable Canadian securities law). 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 standardized measures under IFRS, so may not be reliable ways to compare us to other companies.

Non-GAAP financial measures

Specified financial measure

How it is useful

How we calculate it

Most directly comparable IFRS financial measure

Adjusted net income

●

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.

Net (loss) 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; depreciation and amortization on fair value increment of Shaw Transaction-related assets; and income tax adjustments on these items, including adjustments as a result of legislative or other tax rate changes.

Net (loss) income

Pro forma trailing 12-month adjusted EBITDA

●

To illustrate the results of a combined Rogers and Shaw as if the Shaw Transaction had closed at the beginning of the applicable trailing 12-month period.

Trailing 12-month adjusted EBITDA add Acquired Shaw business adjusted EBITDA - January 2023 to March 2023

Trailing 12-month adjusted EBITDA

Non-GAAP ratios

Specified financial measure

How it is useful

How we calculate it

Adjusted basic earnings per share Adjusted 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 divided by basic weighted average shares outstanding. Adjusted net income including the dilutive effect of stock-based compensation divided by diluted weighted average shares outstanding.

Pro forma debt leverage ratio

●

We believe this helps investors and analysts analyze our ability to service our debt obligations, with the results of a combined Rogers and Shaw as if the Shaw Transaction had closed at the beginning of the applicable trailing 12-month period.

Adjusted net debt divided by pro forma trailing 12-month adjusted EBITDA

Total of segments measures
Specified financial measure			Most directly comparable IFRS financial measure
Adjusted EBITDA			Net income

Capital management measures
Specified financial measure			How it is useful
Free cash flow			●						To show how much cash we generate that is available to repay debt and reinvest in our company, which is an important indicator of our financial strength and performance.
			●						We believe that some investors and analysts use free cash flow to value a business and its underlying assets.
Adjusted net debt			●						We believe this helps investors and analysts analyze our debt and cash balances while taking into account the economic impact of debt derivatives on our US dollar-denominated debt.
Debt leverage ratio			●						We believe this helps investors and analysts analyze our ability to service our debt obligations.
Available liquidity			●						To help determine if we are able to meet all of our commitments, to execute our business plan, and to mitigate the risk of economic downturns.

Rogers Communications Inc. 30 Second Quarter 2024

Supplementary financial measures
Specified financial measure			How we calculate it
Adjusted EBITDA margin			Adjusted EBITDA divided by revenue.
Wireless mobile phone average revenue per user (ARPU)			Wireless service revenue divided by average total number of Wireless mobile phone subscribers for the relevant period.
Cable average revenue per account (ARPA)			Cable service revenue divided by average total number of customer relationships for the relevant period.
Capital intensity			Capital expenditures divided by revenue.

Reconciliation of adjusted EBITDA

			Three months ended June 30									Six months ended June 30
(In millions of dollars)			2024			2023						2024			2023
Net income			394			109						650			620
Add:
Income tax expense			134			27						213			212
Finance costs			576			583						1,156			879
Depreciation and amortization			1,136			1,158						2,285			1,789
EBITDA			2,240			1,877						4,304			3,500
Add (deduct):
Other (income) expense			(5)			(18)						3			(45)
Restructuring, acquisition and other			90			331						232			386
Adjusted EBITDA			2,325			2,190						4,539			3,841

Reconciliation of pro forma trailing 12-month adjusted EBITDA

			As at December 31
(In millions of dollars)			2023
Trailing 12-month adjusted EBITDA - 12 months ended December 31, 2023			8,581
Add (deduct):
Acquired Shaw business adjusted EBITDA - January 2023 to March 2023			514
Pro forma trailing 12-month adjusted EBITDA			9,095

Reconciliation of adjusted net income

			Three months ended June 30									Six months ended June 30
(In millions of dollars)			2024			2023						2024			2023
Net income			394			109						650			620
Add (deduct):
Restructuring, acquisition and other			90			331						232			386
Depreciation and amortization on fair value increment of Shaw Transaction-related assets			220			252						462			252
Income tax impact of above items			(81)			(148)						(181)			(161)
Adjusted net income			623			544						1,163			1,097

Rogers Communications Inc. 31 Second Quarter 2024

Reconciliation of free cash flow

			Three months ended June 30									Six months ended June 30
(In millions of dollars)			2024			2023						2024			2023
Cash provided by operating activities			1,472			1,635						2,652			2,088
Add (deduct):
Capital expenditures			(999)			(1,079)						(2,057)			(1,971)
Interest on borrowings, net and capitalized interest			(502)			(510)						(998)			(749)
Interest paid, net			474			489						1,029			812
Restructuring, acquisition and other			90			331						232			386
Program rights amortization			(23)			(26)						(39)			(44)
Change in net operating assets and liabilities			120			(261)						409			443
Other adjustments 1			34			(103)						24			(119)
Free cash flow			666			476						1,252			846

1    Consists of post-employment benefit contributions, net of expense, cash flows relating to other operating activities, and other investment income from our financial statements.

Rogers Communications Inc. 32 Second Quarter 2024

Other Information

Consolidated financial results - quarterly summary

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

			2024									2023															2022
(In millions of dollars, except per share amounts)			Q2			Q1						Q4			Q3			Q2			Q1						Q4			Q3
Revenue
Wireless			2,466			2,528						2,868			2,584			2,424			2,346						2,578			2,267
Cable			1,964			1,959						1,982			1,993			2,013			1,017						1,019			975
Media			736			479						558			586			686			505						606			530
Corporate items and intercompany eliminations			(73)			(65)						(73)			(71)			(77)			(33)						(37)			(29)
Total revenue			5,093			4,901						5,335			5,092			5,046			3,835						4,166			3,743
Total service revenue 1			4,599			4,357						4,470			4,527			4,534			3,314						3,436			3,230
Adjusted EBITDA
Wireless			1,296			1,284						1,291			1,294			1,222			1,179						1,173			1,093
Cable			1,116			1,100						1,111			1,080			1,026			557						522			465
Media			—			(103)						4			107			4			(38)						57			76
Corporate items and intercompany eliminations			(87)			(67)						(77)			(70)			(62)			(47)						(73)			(51)
Adjusted EBITDA			2,325			2,214						2,329			2,411			2,190			1,651						1,679			1,583
Deduct (add):
Depreciation and amortization			1,136			1,149						1,172			1,160			1,158			631						648			644
Restructuring, acquisition and other			90			142						86			213			331			55						58			85
Finance costs			576			580						568			600			583			296						287			331
Other (income) expense			(5)			8						(19)			426			(18)			(27)						(10)			19
Net income before income tax expense			528			335						522			12			136			696						696			504
Income tax expense			134			79						194			111			27			185						188			133
Net income (loss)			394			256						328			(99)			109			511						508			371
Earnings (loss) per share:
Basic			$0.74			$0.48						$0.62			($0.19)			$0.21			$1.01						$1.01			$0.73
Diluted			$0.73			$0.46						$0.62			($0.20)			$0.20			$1.00						$1.00			$0.71
Net income (loss)			394			256						328			(99)			109			511						508			371
Add (deduct):
Restructuring, acquisition and other			90			142						86			213			331			55						58			85
Depreciation and amortization on fair value increment of Shaw Transaction-related assets			220			242						249			263			252			—						—			—
Loss on non-controlling interest purchase obligation			—			—						—			422			—			—						—			—
Income tax impact of above items			(81)			(100)						(85)			(120)			(148)			(13)						(12)			(20)
Income tax adjustment, tax rate change			—			—						52			—			—			—						—			—
Adjusted net income			623			540						630			679			544			553						554			436
Adjusted earnings per share:
Basic			$1.17			$1.02						$1.19			$1.28			$1.03			$1.10						$1.10			$0.86
Diluted			$1.16			$0.99						$1.19			$1.27			$1.02			$1.09						$1.09			$0.84
Capital expenditures			999			1,058						946			1,017			1,079			892						776			872
Cash provided by operating activities			1,472			1,180						1,379			1,754			1,635			453						1,145			1,216
Free cash flow			666			586						823			745			476			370						635			279

1    As defined. See "Key Performance Indicators".

Rogers Communications Inc. 33 Second Quarter 2024

Summary of financial information of long-term debt guarantor

Our outstanding public debt, amounts drawn on our 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 June 30			RCI 1,2						RCCI 1,2						Non-guarantor          subsidiaries 1,2						Consolidating          adjustments 1,2						Total
(unaudited) (In millions of dollars)			2024			2023			2024			2023			2024			2023			2024			2023			2024			2023
Selected Statements of Income data measure:
Revenue			—			—			4,282			4,134			897			1,000			(86)			(88)			5,093			5,046
Net (loss) income			394			109			799			157			156			43			(955)			(200)			394			109

Six months ended June 30			RCI 1,2						RCCI 1,2						Non-guarantor          subsidiaries 1,2						Consolidating          adjustments 1,2						Total
(unaudited) (In millions of dollars)			2024			2023			2024			2023			2024			2023			2024			2023			2024			2023
Selected Statements of Income data measure:
Revenue			—			—			8,617			7,481			1,540			1,532			(163)			(132)			9,994			8,881
Net income (loss)			650			620			1,189			578			170			62			(1,359)			(640)			650			620

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)			Jun. 30 2024			Dec. 31 2023			Jun. 30 2024			Dec. 31 2023			Jun. 30 2024			Dec. 31 2023			Jun. 30 2024			Dec. 31 2023			Jun. 30 2024			Dec. 31 2023
Selected Statements of Financial Position data measure:
Current assets			47,414			44,427			45,615			43,991			10,733			10,803			(96,670)			(91,387)			7,092			7,834
Non-current assets			64,174			63,073			52,251			57,016			5,958			7,593			(60,157)			(66,234)			62,226			61,448
Current liabilities			50,850			44,638			63,865			68,370			8,895			9,119			(112,654)			(113,345)			10,956			8,782
Non-current liabilities			43,171			45,437			14,613			15,820			638			739			(10,677)			(11,936)			47,745			50,060

1    For the purposes of this table, investments in subsidiary companies are accounted for by the equity method.

2    Amounts recorded in current liabilities and non-current liabilities for RCCI do not include any obligations arising as a result of being a guarantor or co-obligor, as the case may be, under any of RCI's long-term debt.

Rogers Communications Inc. 34 Second Quarter 2024

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;

•includes conclusions, forecasts, and projections that are based on our current objectives and strategies and on estimates, expectations, assumptions, and other factors 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, 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;

•our debt leverage ratio;

•the benefits expected to result from the Shaw Transaction, including corporate, operational, scale, and other synergies, and their anticipated timing; and

•all other statements that are not historical facts.

Our conclusions, forecasts, and projections are based on a number of estimates, expectations, assumptions, and other factors, including, among others:

•general economic and industry conditions, including the effects of inflation;

•currency exchange rates and interest rates;

•product pricing levels and competitive intensity;

•subscriber growth;

•pricing, usage, and churn rates;

•changes in government regulation;

•technology and network 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, geopolitical, and other conditions affecting commercial activity;

•unanticipated changes in content or equipment costs;

•changing conditions in the entertainment, information, and communications industries;

•sports-related work stoppages or cancellations and labour disputes;

•the integration of acquisitions;

•litigation and tax matters;

•the level of competitive intensity;

•the emergence of new opportunities;

•external threats, such as epidemics, pandemics, and other public health crises, natural disasters, the effects of climate change, or cyberattacks, among others;

•anticipated asset sales may not be achieved within the expected timeframes or at all for proceeds in the amount or type expected;

•new interpretations and new accounting standards from accounting standards bodies; and

•the other risks outlined in "Risks and Uncertainties Affecting our Business" in our 2023 Annual MD&A.

Rogers Communications Inc. 35 Second Quarter 2024

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, its operations, and its financial performance and condition, fully review the sections of this MD&A entitled "Updates to Risks and Uncertainties" and "Regulatory Developments" and fully review the sections in our 2023 Annual MD&A entitled "Regulation in our Industry" and "Risk Management", as well as our various other filings with Canadian and US securities regulators, which can be found at sedarplus.ca and sec.gov, respectively. Information on or connected to sedarplus.ca, sec.gov, our website, or any other website referenced in this document is not part of or incorporated into this MD&A.

# # #

Rogers Communications Inc. 36 Second Quarter 2024