EX-99.2 3 rci-06302025xexhibit992.htm EX-99.2 Document

Exhibit 99.2
rogerslogohires.jpg




Rogers Communications Inc.



INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Three and six months ended June 30, 2025 and 2024

















Rogers Communications Inc.
1
Second Quarter 2025


Rogers Communications Inc.
Interim Condensed Consolidated Statements of Income
(In millions of Canadian dollars, except per share amounts, unaudited)
    Three months ended June 30Six months ended June 30
  Note2025202420252024
Revenue5,216 5,093 10,192 9,994 
Operating expenses:
Operating costs62,854 2,768 5,576 5,455 
Depreciation and amortization1,184 1,136 2,350 2,285 
Restructuring, acquisition and other7238 90 365 232 
Finance costs8628 576 1,207 1,156 
Other (income) expense9(9)(5)(7)
Income before income tax expense321 528 701 863 
Income tax expense 173 134 273 213 
Net income for the period 148 394 428 650 
Net income (loss) for the period attributable to:
RCI shareholders157 394 437 650 
Non-controlling interest(9)— (9)— 
Earnings per share attributable to RCI shareholders:
Basic10$0.29$0.74$0.81$1.22
Diluted10$0.29$0.73$0.79$1.20
The accompanying notes are an integral part of the interim condensed consolidated financial statements.

Rogers Communications Inc.
2
Second Quarter 2025


Rogers Communications Inc.
Interim Condensed Consolidated Statements of Comprehensive Income
(In millions of Canadian dollars, unaudited)
  Three months ended June 30Six months ended June 30
  2025202420252024
Net income for the period148 394 428 650 
Other comprehensive income (loss):
Items that will not be reclassified to income:
Defined benefit pension plans:
Remeasurements67 — 67 — 
Related income tax expense(18)— (18)— 
Defined benefit pension plans49 — 49 — 
Equity investments measured at fair value through other comprehensive income (FVTOCI):
(Decrease) increase in fair value(3)(24)
Related income tax recovery (expense)1 (2)2 (1)
Equity investments measured at FVTOCI(2)(22)
Items that will not be reclassified to income
47 27 
Items that may subsequently be reclassified to income:
Cash flow hedging derivative instruments:
Unrealized (loss) gain in fair value of derivative instruments(895)78 (622)799 
Reclassification to net income of loss (gain) on debt derivatives1,371 (243)1,379 (748)
Reclassification to net income or property, plant and equipment of gain on expenditure derivatives(9)(16)(38)(26)
Reclassification to net income for accrued interest
(25)(15)(58)(26)
Related income tax recovery (expense)135 (6)67 (104)
Cash flow hedging derivative instruments577 (202)728 (105)
Share of other comprehensive (loss) income of equity-accounted investments, net of tax (4) 
Items that may subsequently be reclassified to income
577 (206)728 (104)
Other comprehensive income (loss) for the period624 (205)755 (99)
Comprehensive income for the period772 189 1,183 551 
Comprehensive income (loss) for the period attributable to:
RCI shareholders
781 189 1,192 551 
Non-controlling interest(9)— (9)— 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.
 
Rogers Communications Inc.
3
Second Quarter 2025


Rogers Communications Inc.
Interim Condensed Consolidated Statements of Financial Position
(In millions of Canadian dollars, unaudited)
As at
June 30
As at
December 31
  Note20252024
Assets
Current assets:
Cash and cash equivalents6,963 898 
Accounts receivable125,386 5,478 
Inventories549 641 
Current portion of contract assets160 171 
Other current assets990 849 
Current portion of derivative instruments11 69 336 
Total current assets14,117 8,373 
Property, plant and equipment25,288 25,072 
Intangible assets17,581 17,858 
Investments13 593 615 
Derivative instruments11 697 997 
Financing receivables121,068 1,189 
Other long-term assets1,561 1,027 
Goodwill16,280 16,280 
Total assets 77,185 71,411 
Liabilities and equity
Current liabilities:
Short-term borrowings14 1,600 2,959 
Accounts payable and accrued liabilities3,906 4,059 
Income tax payable12 26 
Other current liabilities476 482 
Contract liabilities737 800 
Current portion of long-term debt15 955 3,696 
Current portion of lease liabilities16 611 587 
Total current liabilities8,297 12,609 
Provisions62 61 
Long-term debt15 39,897 38,200 
Lease liabilities16 2,342 2,191 
Other long-term liabilities2,513 1,666 
Deferred tax liabilities6,207 6,281 
Total liabilities59,318 61,008 
Equity
Equity attributable to RCI shareholders
11,220 10,403 
Non-controlling interest
6,647 — 
Equity
1717,867 10,403 
Total liabilities and equity
 77,185 71,411 
Subsequent events
11, 15, 17, 22
Commitments
20 

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

Rogers Communications Inc.
4
Second Quarter 2025


Rogers Communications Inc.
Interim Condensed Consolidated Statements of Changes in Equity
(In millions of Canadian dollars, except number of shares, unaudited)
Attributable to RCI shareholders
Class A
Voting Shares
Class B
Non-Voting Shares
Six months ended June 30, 2025Amount
Number
of shares
(000s)
Amount
Number
of shares
(000s)
Retained
earnings
FVTOCI investment reserve
Hedging
reserve
Equity
investment reserve
TotalNon-
controlling
interest
Total
equity
Balances, January 1, 202571 111,152 2,250 424,949 10,630 (7)(2,551)10 10,403 — 10,403 
Net income (loss) for the period
— — — — 437 — — — 437 (9)428 
Other comprehensive income:
Defined benefit pension plans, net of tax— — — — 49 — — — 49 — 49 
FVTOCI investments, net of tax— — — — — (22)— — (22)— (22)
Derivative instruments accounted for as hedges, net of tax— — — — — — 728 — 728 — 728 
Total other comprehensive income
— — — — 49 (22)728 — 755 — 755 
Comprehensive income (loss) for the period
— — — — 486 (22)728 — 1,192 (9)1,183 
Transactions with shareholders recorded directly in equity:
Dividends declared— — — — (538)— — — (538)— (538)
Share price change on DRIP dividends
— — — — (2)— — — (2)— (2)
Non-controlling interests in shares of a subsidiary (note 17)
— — — — — — — — — 6,656 6,656 
Shares issued as settlement of dividends (note 17)
— — 165 4,124 — — — — 165 — 165 
Total transactions with shareholders— — 165 4,124 (540)— — — (375)6,656 6,281 
Balances, June 30, 202571 111,152 2,415 429,073 10,576 (29)(1,823)10 11,220 6,647 17,867 
 
Class A
Voting Shares
Class B
Non-Voting Shares
     
Six months ended June 30, 2024Amount
Number
of shares
(000s)
Amount
Number
of shares
(000s)
Retained
earnings
FVTOCI investment reserve
Hedging
reserve
Equity
investment
reserve
Total
equity
Balances, January 1, 202471 111,152 1,921 418,869 9,839 (17)(1,384)10 10,440 
Net income for the period— — — — 650 — — — 650 
Other comprehensive income:
FVTOCI investments, net of tax— — — — — — — 
Derivative instruments accounted for as hedges, net of tax— — — — — — (105)— (105)
Share of equity-accounted investments, net of tax— — — — — — — 
Total other comprehensive income
— — — — — (105)(99)
Comprehensive income for the period— — — — 650 (105)551 
Transactions with shareholders recorded directly in equity:
Dividends declared— — — — (532)— — — (532)
Share price change on DRIP dividends
— — — — (2)— — — (2)
Shares issued as settlement of dividends (note 18)
— — 160 2,795 — — — — 160 
Total transactions with shareholders— — 160 2,795 (534)— — — (374)
Balances, June 30, 2024
71 111,152 2,081 421,664 9,955 (12)(1,489)11 10,617 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.
Rogers Communications Inc.
5
Second Quarter 2025


Rogers Communications Inc.
Interim Condensed Consolidated Statements of Cash Flows
(In millions of Canadian dollars, unaudited)
    Three months ended June 30Six months ended June 30
  Note2025202420252024
Operating activities:
Net income for the period
148 394 428 650 
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization1,184 1,136 2,350 2,285 
Program rights amortization31 23 50 39 
Finance costs628 576 1,207 1,156 
Income tax expense173 134 273 213 
Post-employment benefits contributions, net of expense19 20 36 35 
Income from associates and joint ventures — (2)(1)
Other(38)(59)(35)(55)
Cash provided by operating activities before changes in net operating assets and liabilities, income taxes paid, and interest paid2,145 2,224 4,307 4,322 
Change in net operating assets and liabilities21 (28)(120)(111)(409)
Income taxes paid(126)(158)(314)(232)
Interest paid (395)(474)(990)(1,029)
Cash provided by operating activities 1,596 1,472 2,892 2,652 
Investing activities:
Capital expenditures(831)(999)(1,809)(2,057)
Additions to program rights(24)(10)(48)(23)
Changes in non-cash working capital related to capital expenditures and intangible assets(68)(48)(56)39 
Acquisitions and other strategic transactions, net of cash acquired (380) (475)
Other7 (1)8 12 
Cash used in investing activities (916)(1,438)(1,905)(2,504)
Financing activities:
Net (repayment of) proceeds received from short-term borrowings14 (483)(43)(1,336)1,261 
Net (repayment) issuance of long-term debt15 (2,178)(18)424 (1,126)
Net (payments) proceeds on settlement of debt derivatives and subsidiary equity derivatives11 (6)24 77 22 
Transaction costs incurred15 (61)(4)(99)(46)
Principal payments of lease liabilities16 (134)(119)(267)(231)
Dividends paid to RCI shareholders
17 (188)(182)(373)(372)
Issuance of subsidiary shares to non-controlling interest17 6,656 — 6,656 — 
Other(3)(5)(4)(5)
Cash provided by (used in) financing activities 3,603 (347)5,078 (497)
Change in cash and cash equivalents
4,283 (313)6,065 (349)
Cash and cash equivalents, beginning of period 2,680 764 898 800 
Cash and cash equivalents, end of period 6,963 451 6,963 451 

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

Rogers Communications Inc.
6
Second Quarter 2025



NOTE 1: NATURE OF THE BUSINESS

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

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

We report our results of operations in three reportable segments. Each segment and the nature of its business is as follows:
SegmentPrincipal activities
Wireless
Wireless telecommunications operations for Canadian consumers, businesses, the public sector, and wholesale providers.
CableCable 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.
MediaA diversified portfolio of media properties, including sports media and entertainment, television and radio broadcasting, specialty channels, multi-platform shopping, and digital media.

During the six months ended June 30, 2025, Wireless and Cable were operated by our wholly owned subsidiary, Rogers Communications Canada Inc. (RCCI), and certain other subsidiaries. Media was operated by our wholly owned subsidiary, Rogers Media Inc., and its subsidiaries.

Our operating results are subject to seasonal fluctuations that materially impact quarter-to-quarter operating results and thus, one quarter's operating results are not necessarily indicative of a subsequent quarter's operating results. These typical fluctuations are described in note 1 to our annual audited consolidated financial statements for the year ended December 31, 2024 (2024 financial statements).

References in these financial statements 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 note 3 to our 2024 Annual Audited Consolidated Financial Statements.

Statement of Compliance
We prepared our interim condensed consolidated financial statements for the three and six months ended June 30, 2025 (second quarter 2025 interim financial statements) in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB), following the same accounting policies and methods of application as those disclosed in our 2024 financial statements. These second quarter 2025 interim financial statements were approved by the Audit and Risk Committee of RCI's Board of Directors (the Board) on July 22, 2025.

NOTE 2: MATERIAL ACCOUNTING POLICIES

Basis of Presentation
The notes presented in these second quarter 2025 interim financial statements include only material transactions and changes occurring for the six months since our year-end of December 31, 2024 and do not include all disclosures required by International Financial Reporting Standards (IFRS) as issued by the IASB for annual financial statements. These second quarter 2025 interim financial statements should be read in conjunction with the 2024 financial statements.

All dollar amounts are in Canadian dollars unless otherwise stated.

New Accounting Pronouncements Adopted in 2025
We did not adopt any accounting pronouncements or amendments this period.

Recent Accounting Pronouncements Not Yet Adopted
The IASB has not issued any new or amended accounting pronouncements in 2025.

Rogers Communications Inc.
7
Second Quarter 2025


NOTE 3: CAPITAL RISK MANAGEMENT

Key Metrics and Ratios
We monitor adjusted net debt, debt leverage ratio, free cash flow, and available liquidity to manage our capital structure and related risks. These are not standardized financial measures under IFRS and might not be comparable to similar capital management measures disclosed by other companies. A summary of our key metrics and ratios follows, along with a reconciliation between each of these measures and the items presented in the condensed consolidated financial statements.

Adjusted net debt and debt leverage ratio
We monitor adjusted net debt and debt leverage ratio as part of the management of liquidity to sustain future development of our business, conduct valuation-related analyses, and make decisions about capital. In so doing, we typically aim to have an adjusted net debt and debt leverage ratio that allow us to maintain investment-grade credit ratings, which allows us the associated access to capital markets. Our debt leverage ratio can increase due to strategic, long-term investments (for example, to obtain new spectrum licences or to consummate an acquisition) and we work to lower the ratio over time. As a result of the Shaw Transaction, our adjusted net debt increased due to new debt associated with closing the transaction, the debt assumed from Shaw, and the use of restricted cash, and our debt leverage ratio increased correspondingly. As at June 30, 2025, we had met our stated objective of returning our debt leverage ratio to approximately 3.5 within 36 months of closing the Shaw Transaction, in large part as a result of the network transaction (see note 17). We intend to manage our debt leverage ratio through combined operational synergies, organic growth in adjusted EBITDA, proceeds from asset sales and monetizations, equity financing, and debt repayment, as applicable. As at June 30, 2025 and December 31, 2024, we met our objectives for these metrics.
 As at
June 30
As at
December 31
(In millions of dollars, except ratios)20252024
Adjusted net debt 1
34,593 43,330 
Divided by: trailing 12-month adjusted EBITDA9,694 9,617 
Debt leverage ratio3.6 4.5 
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.

Free cash flow
We use free cash flow to understand how much cash we generate that is available to repay debt or reinvest in our business, which is an important indicator of our financial strength and performance.

As a result of closing the network transaction (see note 17), we have amended our definition of free cash flow to deduct distributions paid to non-controlling interests to reflect the unavailability of this cash flow to repay debt or reinvest in our company. No distributions were paid to non-controlling interests this quarter.
  Three months ended June 30Six months ended June 30
(In millions of dollars)Note2025202420252024
Adjusted EBITDA42,362 2,325 4,616 4,539 
Deduct:
Capital expenditures 1
831 999 1,809 2,057 
Interest on borrowings, net and capitalized interest8480 502 982 998 
Cash income taxes 2
126 158 314 232 
Free cash flow925 666 1,511 1,252 
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.

Rogers Communications Inc.
8
Second Quarter 2025


  Three months ended June 30Six months ended June 30
(In millions of dollars)Note2025202420252024
Cash provided by operating activities1,596 1,472 2,892 2,652 
Add (deduct):
Capital expenditures(831)(999)(1,809)(2,057)
Interest on borrowings, net and capitalized interest8(480)(502)(982)(998)
Interest paid395 474 990 1,029 
Restructuring, acquisition and other7238 90 365 232 
Program rights amortization(31)(23)(50)(39)
Change in net operating assets and liabilities2128 120 111 409 
Other adjustments 1
10 34 (6)24 
Free cash flow925 666 1,511 1,252 
1    Other adjustments consists of post-employment benefit contributions, net of expense, cash flows relating to other operating activities, and other investment income from our financial statements.

Available liquidity
Available liquidity fluctuates based on business circumstances. We continually manage (including through monitoring our access to capital markets), and aim to have sufficient, available liquidity at all times to help protect our ability to meet all of our commitments (operationally and for maturing debt obligations), to execute our business plan (including to acquire spectrum licences or consummate acquisitions), to mitigate the risk of economic downturns, and for other unforeseen circumstances. As at June 30, 2025 and December 31, 2024, we had sufficient liquidity available to us to meet this objective.

Below is a summary of our total available liquidity from our cash and cash equivalents, bank credit facilities, letter of credit facilities, and short-term borrowings, including our receivables securitization program and our US dollar-denominated commercial paper (US CP) program.
As at June 30, 2025Total sourcesDrawnLetters of creditNet available
(In millions of dollars)Note
Cash and cash equivalents6,963 — — 6,963 
Bank credit facilities 1:
Revolving154,000 — 10 3,990 
Outstanding letters of credit—  
Receivables securitization 1
142,400 1,600 — 800 
Total13,366 1,600 13 11,753 
1    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, 2024Total sourcesDrawnLetters of credit
US CP program 1
Net available
(In millions of dollars)Note
Cash and cash equivalents898 — — — 898 
Bank credit facilities 2:
Revolving154,000 — 10 455 3,535 
Non-revolving14500 500 — — — 
Outstanding letters of credit— — — 
Receivables securitization 2
142,400 2,000 — — 400 
Total
7,801 2,500 13 455 4,833 
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 $815 million 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
Rogers Communications Inc.
9
Second Quarter 2025


purposes. During the three and six months ended June 30, 2025, we borrowed $34 million and $62 million (2024 - nil) under this facility, respectively.

NOTE 4: SEGMENTED INFORMATION

Our reportable segments are Wireless, Cable, and Media. All three segments operate substantially in Canada. Corporate items and eliminations include our interests in businesses that are not reportable operating segments, corporate administrative functions, and eliminations of inter-segment revenues and costs. We follow the same accounting policies for our segments as those described in note 2 of our 2024 financial statements. Segment results include items directly attributable to a segment as well as those that have been allocated on a reasonable basis. We account for transactions between reportable segments in the same way we account for transactions with external parties, however eliminate them on consolidation.

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

Information by Segment
Three months ended June 30, 2025NoteWirelessCableMediaCorporate items
and eliminations
Consolidated
totals
(In millions of dollars)
Revenue from external customers2,513 1,951 730 22 5,216 
Revenue from internal customers27 17 78 (122) 
Total revenue2,540 1,968 808 (100)5,216 
Operating costs61,235 821 803 (5)2,854 
Adjusted EBITDA1,305 1,147 (95)2,362 
Depreciation and amortization1,184 
Restructuring, acquisition and other7238 
Finance costs8628 
Other income9    (9)
Income before income taxes     321 
Three months ended June 30, 2024NoteWirelessCableMedia
Corporate items
and eliminations
Consolidated
totals
(In millions of dollars)
Revenue from external customers2,457 1,951 665 20 5,093 
Revenue from internal customers13 71 (93)— 
Total revenue2,466 1,964 736 (73)5,093 
Operating costs61,170 848 736 14 2,768 
Adjusted EBITDA1,296 1,116 — (87)2,325 
Depreciation and amortization1,136 
Restructuring, acquisition and other790 
Finance costs8576 
Other income9    (5)
Income before income taxes     528 
Rogers Communications Inc.
10
Second Quarter 2025


Six months ended June 30, 2025NoteWirelessCableMediaCorporate items
and eliminations
Consolidated
totals
(In millions of dollars)
Revenue from external customers5,034 3,869 1,247 42 10,192 
Revenue from internal customers50 34 157 (241) 
Total revenue5,084 3,903 1,404 (199)10,192 
Operating costs62,468 1,648 1,466 (6)5,576 
Adjusted EBITDA2,616 2,255 (62)(193)4,616 
Depreciation and amortization2,350 
Restructuring, acquisition and other7365 
Finance costs81,207 
Other income9    (7)
Income before income taxes     701 
Six months ended June 30, 2024NoteWirelessCableMedia
Corporate items
and eliminations
Consolidated
totals
(In millions of dollars)
Revenue from external customers4,975 3,898 1,080 41 9,994 
Revenue from internal customers19 25 135 (179)— 
Total revenue4,994 3,923 1,215 (138)9,994 
Operating costs62,414 1,707 1,318 16 5,455 
Adjusted EBITDA2,580 2,216 (103)(154)4,539 
Depreciation and amortization2,285 
Restructuring, acquisition and other7232 
Finance costs81,156 
Other expense9    
Income before income taxes     863 

Rogers Communications Inc.
11
Second Quarter 2025


NOTE 5: REVENUE
Three months ended June 30Six months ended June 30
(In millions of dollars)2025202420252024
Wireless
Service revenue from external customers
1,972 1,979 3,975 3,965 
Service revenue from internal customers27 50 19 
Service revenue
1,999 1,988 4,025 3,984 
Equipment revenue from external customers
541 478 1,059 1,010 
Total Wireless2,540 2,466 5,084 4,994 
Cable
Service revenue from external customers1,944 1,935 3,851 3,870 
Service revenue from internal customers17 13 34 25 
Service revenue
1,961 1,948 3,885 3,895 
Equipment revenue from external customers7 16 18 28 
Total Cable1,968 1,964 3,903 3,923 
Media
Revenue from external customers
730 665 1,247 1,080 
Revenue from internal customers
78 71 157 135 
Total Media808 736 1,404 1,215 
Corporate items
Revenue from external customers22 20 42 41 
Revenue from internal customers 9 17 
Total corporate items
31 21 59 43 
Intercompany eliminations
(131)(94)(258)(181)
Total revenue5,216 5,093 10,192 9,994 
Total service revenue4,668 4,599 9,115 8,956 
Total equipment revenue548 494 1,077 1,038 
Total revenue5,216 5,093 10,192 9,994 

NOTE 6: OPERATING COSTS
  Three months ended June 30Six months ended June 30
(In millions of dollars)2025202420252024
Cost of equipment sales532 511 1,049 1,061 
Merchandise for resale51 54 93 98 
Other external purchases1,620 1,530 3,266 3,073 
Employee salaries, benefits, and stock-based compensation651 673 1,168 1,223 
Total operating costs2,854 2,768 5,576 5,455 

Rogers Communications Inc.
12
Second Quarter 2025


NOTE 7: RESTRUCTURING, ACQUISITION AND OTHER
Three months ended June 30Six months ended June 30
(In millions of dollars)2025202420252024
Restructuring, acquisition and other excluding Shaw Transaction-related costs
213 66 303 178 
Shaw Transaction-related costs25 24 62 54 
Total restructuring, acquisition and other238 90 365 232 

The restructuring, acquisition and other costs excluding Shaw Transaction-related costs in 2024 and 2025 primarily include severance and other departure-related costs associated with the targeted restructuring of our employee base and costs related to real estate rationalization programs. In 2025, these costs also include expenses directly related to completing the network transaction (see note 17) and an unfavourable regulatory decision related to retransmission of distant signals.

The Shaw Transaction-related costs in 2024 and 2025 consisted of incremental costs supporting integration activities related to the Shaw Transaction.

NOTE 8: FINANCE COSTS
  Three months ended June 30Six months ended June 30
(In millions of dollars)Note2025202420252024
Interest on borrowings, net 1
488 512 999 1,020 
Interest on lease liabilities1636 34 72 69 
Interest on post-employment benefits
(1)— (3)(2)
(Gain) loss on foreign exchange(75)30 (86)139 
Change in fair value of derivative instruments59 (24)72 (122)
Change in fair value of subsidiary equity derivative instruments
93 — 93 — 
Capitalized interest(8)(10)(17)(22)
Deferred transaction costs and other36 34 77 74 
Total finance costs628 576 1,207 1,156 
1Interest on borrowings, net includes interest on short-term borrowings and on long-term debt.
2    Reflects the change in fair value of derivatives entered related to our subsidiary equity investment (see note 11 for more information).

NOTE 9: OTHER (INCOME) EXPENSE
  Three months ended June 30Six months ended June 30
(In millions of dollars)Note2025202420252024
Income from associates and joint ventures13 — (2)(1)
Other (income) losses(9)(5)(5)
Total other (income) expense(9)(5)(7)

Rogers Communications Inc.
13
Second Quarter 2025


NOTE 10: EARNINGS PER SHARE
  Three months ended June 30Six months ended June 30
(In millions of dollars, except per share amounts)2025202420252024
Numerator (basic) - Net income attributable to RCI shareholders for the period157 394 437 650 
Denominator - Number of shares (in millions):
Weighted average number of shares outstanding - basic540 533 539 532 
Effect of dilutive securities (in millions):
Employee stock options and restricted share units1 1 
Weighted average number of shares outstanding - diluted541 534 540 533 
Earnings per share attributable to RCI shareholders:
Basic$0.29 $0.74 $0.81$1.22 
Diluted$0.29 $0.73 $0.79$1.20 

For the three and six months ended June 30, 2025 and 2024, accounting for outstanding share-based payments using the equity-settled method for stock-based compensation was determined to be more dilutive than using the cash-settled method. As a result, net income (loss) for the three and six months ended June 30, 2025 was reduced by $1 million and $8 million (2024 - $5 million and $12 million), respectively, in the diluted earnings per share calculation.

A total of 12,204,957 options were excluded from the calculation of the effect of dilutive securities for the three and six months ended June 30, 2025 (2024 - 10,367,671), because they were anti-dilutive.

NOTE 11: FINANCIAL INSTRUMENTS

Derivative Instruments
We use derivative instruments to manage financial risks related to our business activities. These include debt derivatives, interest rate derivatives, expenditure derivatives, and equity derivatives. We only use derivatives to manage risk and not for speculative purposes. All of our currently outstanding debt derivatives related to our senior notes, senior debentures, subordinated notes, and lease liabilities, as well as our expenditure derivatives have been designated as hedges for accounting purposes.

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 (see note 15). 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.

Rogers Communications Inc.
14
Second Quarter 2025


The tables below summarize the debt derivatives we entered into and settled related to our credit facility borrowings and US CP program during the three and six months ended June 30, 2025 and 2024.
Three months ended June 30, 2025Six months ended June 30, 2025
(In millions of dollars, except exchange rates)
Notional
 (US$)
Exchange rateNotional (Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Credit facilities
Debt derivatives entered1,006 1.391 1,399 4,148 1.423 5,902 
Debt derivatives settled2,052 1.386 2,845 5,196 1.413 7,342 
Net cash paid on settlement(51)(68)
US commercial paper program
Debt derivatives entered   299 1.435 429 
Debt derivatives settled   613 1.431 877 
Net cash received on settlement 2 
Three months ended June 30, 2024Six months ended June 30, 2024
(In millions of dollars, except exchange rates)
Notional
 (US$)
Exchange rateNotional (Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Credit facilities
Debt derivatives entered2,556 1.367 3,495 8,263 1.351 11,163 
Debt derivatives settled2,382 1.370 3,264 10,406 1.351 14,058 
Net cash received on settlement17 16 
US commercial paper program
Debt derivatives entered442 1.367 604 1,281 1.354 1,735 
Debt derivatives settled650 1.369 890 1,296 1.360 1,762 
Net cash received on settlement

As at June 30, 2025, we had no debt derivatives outstanding relating to our credit facility borrowings and US CP program (December 31, 2024 - US$1,048 million and US$314 million at average rates of $1.439/US$ and $1.423/US$), respectively.

Senior notes and subordinated notes
Below is a summary of the debt derivatives we entered into related to senior notes and subordinated notes during the three and six months ended June 30, 2025 and 2024.
(In millions of dollars, except interest rates)
US$Hedging effect
Effective datePrincipal/Notional amount (US$)Maturity dateCoupon rate
Fixed hedged (Cdn$) interest rate 1
Equivalent (Cdn$)
2025 issuances
February 12, 20251,100 20557.000 %5.440 %1,575 
February 12, 20251,000 20557.125 %5.862 %1,432 
2024 issuances
February 9, 20241,250 20295.000 %4.735 %1,684 
February 9, 20241,25020345.300 %5.107 %1,683 
1    Converting from a fixed US$ coupon rate to a weighted average Cdn$ fixed rate.

As at June 30, 2025, we had US$18,350 million (December 31, 2024 - US$17,250 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 $1.287/US$ (December 31, 2024 - $1.272/US$).

In March 2025, we repaid the entire outstanding principal amount of our US$1 billion 2.95% senior notes and the associated debt derivatives at maturity, resulting in $95 million received on settlement of the associated debt derivatives.

Rogers Communications Inc.
15
Second Quarter 2025


In connection with the offers to purchase certain of our US dollar-denominated senior notes in July 2025, we will partially settle the associated debt derivatives on the accepted senior notes. See note 15 for more information.

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, 2025 and 2024.
Three months ended June 30, 2025Six months ended June 30, 2025
(In millions of dollars, except exchange rates)
Notional
(US$)
Exchange rateNotional
(Cdn$)
Notional
(US$)
Exchange rateNotional
(Cdn$)
Debt derivatives entered55 1.400 77 114 1.395 159
Debt derivatives settled61 1.344 82 120 1.350 162
Three months ended June 30, 2024Six months ended June 30, 2024
(In millions of dollars, except exchange rates)
Notional
(US$)
Exchange rateNotional
(Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Debt derivatives entered78 1.359 106 155 1.355 210 
Debt derivatives settled53 1.321 70 101 1.317 133 

As at June 30, 2025, we had US$410 million notional amount of debt derivatives outstanding relating to our outstanding lease liabilities (December 31, 2024 - US$416 million) with terms to maturity ranging from July 2025 to June 2028 (December 31, 2024 - January 2025 to December 2027) at an average rate of $1.363/US$ (December 31, 2024 - $1.349/US$).

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

The tables below summarize the expenditure derivatives we entered into and settled during the three and six months ended June 30, 2025 and 2024.
Three months ended June 30, 2025Six months ended June 30, 2025
(In millions of dollars, except exchange rates)Notional (US$)Exchange rateNotional (Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Expenditure derivatives entered965 1.359 1,311 1,175 1.365 1,604 
Expenditure derivatives settled315 1.340 422 600 1.338 803 
Three months ended June 30, 2024Six months ended June 30, 2024
(In millions of dollars, except exchange rates)Notional (US$)Exchange rateNotional (Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Expenditure derivatives entered420 1.348 566 510 1.341 684 
Expenditure derivatives settled315 1.324 417 600 1.325 795 

As at June 30, 2025, we had US$2,165 million notional amount of expenditure derivatives outstanding (December 31, 2024 - US$1,590 million) with terms to maturity ranging from July 2025 to June 2039 (December 31, 2024 - January 2025 to December 2026) at an average rate of $1.351/US$ (December 31, 2024 - $1.336/US$). Of the US$965 million notional expenditure derivatives entered during the three months ended June 30, 2025, US$305 million relates to a hedge of future Toronto Blue Jays player compensation at a rate of $1.30/US$ over the next 14 years.

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

As at June 30, 2025, we had equity derivatives outstanding for 4.5 million (December 31, 2024 - 6.0 million) Class B Non-Voting Shares with a weighted average price of $45.89 (December 31, 2024 - $53.27).
Rogers Communications Inc.
16
Second Quarter 2025



During the six months ended June 30, 2025, we settled 1.5 million equity derivatives at a weighted average price of $35.32 resulting in a net payment of $22 million on settlement. We also reset the pricing on 2.3 million existing equity derivatives, resulting in a net payment of $38 million. Finally, we executed extension agreements on all equity derivative contracts under substantially the same commitment terms and conditions with revised expiry dates to April 2026 (from April 2025).

During the six months ended June 30, 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.

Subsidiary equity derivatives
We have entered into cross-currency interest rate exchange agreements to manage the foreign exchange risk of our subsidiary equity investment (subsidiary equity derivatives). The subsidiary equity derivatives economically hedge our US dollar-denominated exposures arising from the subsidiary equity investment but cannot be designated as hedges for accounting purposes. During the three months ended June 30, 2025, we entered into subsidiary equity derivatives for US$4.85 billion ($6.7 billion) that mature in 2033. These subsidiary equity derivatives convert an 8% US dollar-denominated cash flow into a Cdn$ rate of 7.16% until maturity on a quarterly basis.

Cash settlements on debt derivatives and subsidiary equity derivatives
The tables below summarize the net proceeds (payments) on settlement of debt derivatives and subsidiary equity derivatives during the three and six months ended June 30, 2025 and 2024.
Three months ended June 30Six months ended June 30
(In millions of dollars, except exchange rates)2025202420252024
Credit facilities(51)17 (68)16 
US commercial paper program 2 
Senior and subordinated notes — 95 — 
Lease liabilities
2 — 5 — 
Subsidiary equity derivatives
43 — 43 — 
Net (payments) proceeds on settlement of debt derivatives and subsidiary equity derivatives(6)24 77 22 

Fair Values of Financial Instruments
The carrying value of cash and cash equivalents, accounts receivable, bank advances, short-term borrowings, and accounts payable and accrued liabilities approximate their fair values because of the short-term nature of these financial instruments. The carrying values of our financing receivables also approximate their fair values based on our recognition of an expected credit loss allowance.

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

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

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

Our disclosure of the three-level fair value hierarchy reflects the significance of the inputs used in measuring fair value:
financial assets and financial liabilities in Level 1 are valued by referring to quoted prices in active markets for identical assets and liabilities;
financial assets and financial liabilities in Level 2 are valued using inputs based on observable market data, either directly or indirectly, other than the quoted prices; and
Level 3 valuations are based on inputs that are not based on observable market data.

There were no financial instruments in Level 1 as at June 30, 2025 or December 31, 2024. There were no transfers between Level 1, Level 2, or Level 3 during the three and six months ended June 30, 2025 or 2024.

Rogers Communications Inc.
17
Second Quarter 2025


Below is a summary of our financial instruments carried at fair value as at June 30, 2025 and December 31, 2024.
  Carrying valueFair value (Level 2)Fair value (Level 3)
 As at
June 30
As at
Dec. 31
As at
June 30
As at
Dec. 31
As at
June 30
As at
Dec. 31
(In millions of dollars)202520242025202420252024
Financial assets
Investments, measured at FVTOCI:
Investments in private companies
104 128  — 104 128 
Held-for-trading:
Debt derivatives accounted for as cash flow hedges739 1,194 739 1,194  — 
Debt derivatives not accounted for as hedges   — 
Expenditure derivatives accounted for as cash flow hedges17 132 17 132  — 
Equity derivatives not accounted for as hedges10 — 10 —  — 
Total financial assets870 1,461 766 1,333 104 128 
Financial liabilities
Long-term debt (including current portion)
40,852 41,896 39,625 39,765  — 
Held-for-trading:
Debt derivatives accounted for as cash flow hedges1,061 842 1,061 842  — 
Debt derivatives not accounted for as hedges   — 
Expenditure derivatives accounted for as cash flow hedges40 — 40 —  — 
Equity derivatives not accounted as hedges34 54 34 54  — 
Subsidiary equity derivatives not accounted for as hedges
137 — 137 —  — 
Virtual power purchase agreement not accounted for as a hedge
7 10 7 10  — 
Total financial liabilities42,131 42,804 40,904 40,673  — 

NOTE 12: FINANCING RECEIVABLES

Financing receivables represent amounts owed to us under device or accessory financing agreements that have not yet been billed. Our financing receivable balances are included in "accounts receivable" (when they are to be billed and collected within twelve months) and "financing receivables" on our interim condensed consolidated statements of financial position. Below is a breakdown of our financing receivable balances.
As at
June 30
As at
December 31
(In millions of dollars)20252024
Current financing receivables2,264 2,341 
Long-term financing receivables1,068 1,189 
Total financing receivables3,332 3,530 

NOTE 13: INVESTMENTS
As at
June 30
As at
December 31
(In millions of dollars)20252024
Investments in private companies, measured at FVTOCI
104 128 
Investments, associates and joint ventures489 487 
Total investments593 615 

Rogers Communications Inc.
18
Second Quarter 2025


NOTE 14: SHORT-TERM BORROWINGS
 As at
June 30
As at
December 31
(In millions of dollars)20252024
Receivables securitization program1,600 2,000 
US commercial paper program (net of the discount on issuance) 452 
Non-revolving credit facility borrowings (net of the discount on issuance) 507 
Total short-term borrowings1,600 2,959 

The tables below summarize the activity relating to our short-term borrowings for the three and six months ended June 30, 2025 and 2024.
Three months ended June 30, 2025Six months ended June 30, 2025
(In millions of dollars, except exchange rates)Notional (US$)Exchange rateNotional (Cdn$)Notional (US$)Exchange rateNotional (Cdn$)
Repayment of receivables securitization (400)
Net repayment of receivables securitization (400)
Proceeds received from US commercial paper   299 1.435 429 
Repayment of US commercial paper   (616)1.430 (881)
Net repayment of US commercial paper (452)
Proceeds received from non-revolving credit facilities (US$) 1
   1,045 1.433 1,497 
Repayment of non-revolving credit facilities (US$) 1
(349)1.384 (483)(1,397)1.418 (1,981)
Net repayment of non-revolving credit facilities(483)(484)
Net repayment of short-term borrowings(483)(1,336)
1    Borrowings under our non-revolving facility matured and were reissued regularly, such that until repaid, we maintained net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.

Three months ended June 30, 2024Six months ended June 30, 2024
(In millions of dollars, except exchange rates)Notional (US$)Exchange rateNotional (Cdn$)Notional (US$)Exchange rateNotional (Cdn$)
Proceeds received from receivables securitization— 800 
Net proceeds received from receivables securitization— 800 
Proceeds received from US commercial paper443 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 facilities250 499 
Net (repayment of) proceeds received from short-term borrowings(43)1,261 
1 Borrowings under our non-revolving facility matured and were reissued regularly, such that until repaid, we maintained net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.

Rogers Communications Inc.
19
Second Quarter 2025


Receivables Securitization Program
Below is a summary of our receivables securitization program as at June 30, 2025 and December 31, 2024.
 As at
June 30
As at
December 31
(In millions of dollars)20252024
Receivables sold to buyer as security3,283 3,186 
Short-term borrowings from buyer(1,600)(2,000)
Overcollateralization1,683 1,186 

Below is a summary of the activity related to our receivables securitization program for the three and six months ended June 30, 2025 and 2024.
Three months ended June 30Six months ended June 30
(In millions of dollars)2025202420252024
Receivables securitization program, beginning of period1,600 2,400 2,000 1,600 
Net (repayment of) proceeds received from receivables securitization — (400)800 
Receivables securitization program, end of period1,600 2,400 1,600 2,400 

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.

US Commercial Paper Program
The tables below summarize the activity relating to our US CP program for the three and six months ended June 30, 2025 and 2024.
Three months ended June 30, 2025Six months ended June 30, 2025
(In millions of dollars, except exchange rates)Notional (US$)Exchange rateNotional (Cdn$)Notional (US$)Exchange rateNotional (Cdn$)
US commercial paper program, beginning of period   314 1.439 452 
Net repayment of US commercial paper   (317)1.426 (452)
Discounts on issuance 1
   3 
n/m
4 
Gain on foreign exchange 1
 (4)
US commercial paper program, end of period      
n/m - not meaningful
1 Included in finance costs.

Three months ended June 30, 2024Six months ended June 30, 2024
(In millions of dollars, except exchange rates)Notional (US$)Exchange rateNotional (Cdn$)Notional (US$)Exchange rateNotional (Cdn$)
US commercial paper program, beginning of period306 1.356 415 113 1.327 150 
Net repayment of US commercial paper(213)1.376 (293)(23)1.652 (38)
Discounts on issuance 1
1.400 1.375 11 
Loss on foreign exchange 1
11 
US commercial paper program, end of period98 1.367 134 98 1.367 134 
1 Included in finance costs.

Concurrent with the commercial paper issuances, we entered into debt derivatives to hedge the foreign currency risk associated with the principal and interest components of the borrowings under the US CP program (see note 11). We have not designated these debt derivatives as hedges for accounting purposes.

Rogers Communications Inc.
20
Second Quarter 2025


Non-Revolving Credit Facilities
Below is a summary of the activity relating to our non-revolving credit facilities for the three and six months ended June 30, 2025 and 2024.
Three months ended June 30Six months ended June 30
(In millions of dollars)2025202420252024
Non-revolving credit facility, beginning of period502 251 507 — 
Net (repayment of) proceeds received from non-revolving credit facility(483)250 (484)499 
(Gain) loss on foreign exchange 1
(19)(23)
Non-revolving credit facility, end of period 505  505 
1 Included in finance costs.

In March 2024, we borrowed US$185 million ($250 million) under our $500 million non-revolving credit facility. In April 2024, we borrowed an additional US$184 million ($250 million). In April 2025, we repaid the outstanding balance of US$349 million ($500 million) and terminated the facility. The related debt derivatives were also settled concurrently.

Concurrent with our 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 note 11).

Rogers Communications Inc.
21
Second Quarter 2025


NOTE 15: LONG-TERM DEBT
Principal
amount
Interest
rate
As at
June 30
As at
December 31
(In millions of dollars, except interest rates)Due date  20252024
Term loan facilityFloating 1,001 
Canada Infrastructure Bank credit facility20521.000 %126 64 
Senior notes2025US1,000 2.950 % 1,439 
Senior notes20251,250 3.100 % 1,250 
Senior notes2025US700 3.625 %955 1,007 
Senior notes2026500 5.650 %500 500 
Senior notes2026US500 2.900 %682 718 
Senior notes20271,500 3.650 %1,500 1,500 
Senior notes 1
2027300 3.800 %300 300 
Senior notes2027US1,300 3.200 %1,774 1,871 
Senior notes20281,000 5.700 %1,000 1,000 
Senior notes 1
2028500 4.400 %500 500 
Senior notes 1
2029500 3.300 %500 500 
Senior notes20291,000 3.750 %1,000 1,000 
Senior notes20291,000 3.250 %1,000 1,000 
Senior notes2029US1,250 5.000 %1,705 1,799 
Senior notes2030500 5.800 %500 500 
Senior notes 1
2030500 2.900 %500 500 
Senior notes2032US2,000 3.800 %2,729 2,878 
Senior notes20321,000 4.250 %1,000 1,000 
Senior debentures 2
2032US200 8.750 %273 288 
Senior notes20331,000 5.900 %1,000 1,000 
Senior notes2034US1,250 5.300 %1,705 1,799 
Senior notes2038US350 7.500 %478 504 
Senior notes2039500 6.680 %500 500 
Senior notes 1
20391,450 6.750 %1,450 1,450 
Senior notes2040800 6.110 %800 800 
Senior notes2041400 6.560 %400 400 
Senior notes2042US750 4.500 %1,023 1,079 
Senior notes2043US500 4.500 %682 719 
Senior notes2043US650 5.450 %887 935 
Senior notes2044US1,050 5.000 %1,433 1,511 
Senior notes2048US750 4.300 %1,023 1,079 
Senior notes 1
2049300 4.250 %300 300 
Senior notes2049US1,250 4.350 %1,705 1,799 
Senior notes2049US1,000 3.700 %1,364 1,439 
Senior notes2052US2,000 4.550 %2,729 2,878 
Senior notes20521,000 5.250 %1,000 1,000 
Subordinated notes 3
2055US1,100 7.000 %1,501 — 
Subordinated notes 4
2055US1,000 7.125 %1,364 — 
Subordinated notes 3
20551,000 5.625 %1,000 — 
Subordinated notes 3
20812,000 5.000 %2,000 2,000 
Subordinated notes 3
2082US750 5.250 %1,023 1,079 
41,911 42,886 
Deferred transaction costs and discounts(983)(951)
Deferred government grant liability(76)(39)
Less current portion    (955)(3,696)
Total long-term debt    39,897 38,200 
1    Senior notes originally issued by Shaw Communications Inc. which are unsecured obligations of RCI and for which RCCI was an unsecured guarantor as at June 30, 2025 and December 31, 2024.
2    Senior debentures originally issued by Rogers Cable Inc. which are unsecured obligations of RCI and for which RCCI was an unsecured guarantor as at June 30, 2025 and December 31, 2024.
3    The subordinated notes can be redeemed at par on the respective five-year anniversary from issuance dates of December 2021 and February 2022 or on any subsequent interest payment date.
4    The subordinated notes can be redeemed at par on the ten-year anniversary from the issuance date of February 2025 or on any subsequent interest payment date.

Rogers Communications Inc.
22
Second Quarter 2025


The tables below summarize the activity relating to our long-term debt for the three and six months ended June 30, 2025 and 2024.
Three months ended
 June 30, 2025
Six months ended
June 30, 2025
(In millions of dollars, except exchange rates)Notional (US$)Exchange rateNotional (Cdn$)Notional (US$)Exchange rateNotional (Cdn$)
Credit facility borrowings (Cdn$)34 62 
Total credit facility borrowings34 62 
Term loan facility net borrowings (US$) 1
   1 
n/m
6 
Term loan facility net repayments (US$) 1
(697)1.380 (962)(697)1.380 (962)
Net repayments under term loan facility(962)(956)
Senior note repayments (Cdn$)(1,250)(1,250)
Senior note repayments (US$)   (1,000)1.439 (1,439)
Total senior notes repayments(1,250)(2,689)
Net repayment of senior notes(1,250)(2,689)
Subordinated note issuances (Cdn$)— 1,000 
Subordinated note issuances (US$)   2,100 1.432 3,007 
Total issuances of subordinated notes 4,007 
Net (repayment) issuance of long-term debt(2,178)424 
1    Borrowings under our term loan facility matured and were reissued regularly, such that until repaid, we maintained net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.

Three months ended June 30, 2024Six months ended
June 30, 2024
(In millions of dollars, except exchange rates)Notional (US$)Exchange rateNotional (Cdn$)Notional (US$)Exchange rateNotional (Cdn$)
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 matured and were reissued regularly, such that until repaid, we maintained net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.

Three months ended June 30Six months ended June 30
(In millions of dollars)2025202420252024
Long-term debt, beginning of period44,452 40,320 41,896 40,855 
Net (repayment) issuance of long-term debt(2,178)(18)424 (1,126)
Increase in government grant liability related to Canada Infrastructure Bank facility(21)— (38)— 
(Gain) loss on foreign exchange(1,384)251 (1,398)839 
Deferred transaction costs incurred(49)(3)(100)(53)
Amortization of deferred transaction costs32 35 68 70 
Long-term debt, end of period40,852 40,585 40,852 40,585 

During the three months ended June 30, 2025, we repaid the $1 billion outstanding under the April 2026 tranche of the term loan and terminated the facility.

Rogers Communications Inc.
23
Second Quarter 2025


In July 2025, to partially fund the MLSE Transaction, we borrowed US$1.3 billion ($1.8 billion) under our revolving credit facility and US$1.5 billion ($2 billion) under two new $1 billion non-revolving credit facilities that mature in July 2026.

Senior and Subordinated Notes
Issuance of senior and subordinated notes and related debt derivatives
Below is a summary of the senior notes we issued during the three and six months ended June 30, 2025 and 2024.
(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 amountDue dateInterest rate
2025 issuances
February 12, 2025 (subordinated) 3
US1,100 20557.000 %100.000 %1,575 21
February 12, 2025 (subordinated) 3
US1,000 20557.125 %100.000 %1,432 19
February 12, 2025 (subordinated) 3
1,000 20555.625 %99.983 %1,000 11
2024 issuances
February 9, 2024 (senior)US1,250 20295.000 %99.714 %1,684 20
February 9, 2024 (senior)US1,250 20345.300 %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.
3    Deferred transaction costs and discounts (if any) in the carrying value of the subordinated notes are recognized in net income using the effective interest method. The three issuances of subordinated notes due 2055 can be redeemed at par on February 15, 2030, February 15, 2035, and February 15, 2030, respectively, or on any subsequent interest payment date.

2025
In February 2025, we issued three tranches of subordinated notes, consisting of:
US$1.1 billion due 2055 with an initial coupon of 7.00% for the first five years;
US$1 billion due 2055 with an initial coupon of 7.125% for the first ten years; and
$1 billion due 2055 with an initial coupon of 5.625% for the first five years.

Concurrent with these US dollar-denominated issuances, we entered into debt derivative to convert all interest and principal payment obligations to Canadian dollars. We received net proceeds of $4.0 billion from the issuances.

The US$1.1 billion and the Cdn$1 billion notes can be redeemed at par on their five-year anniversary or on any subsequent interest payment date. The US$1 billion notes can be redeemed at par on their ten-year anniversary or on any subsequent interest payment date. The subordinated notes are unsecured and subordinated obligations of RCI. Payment on these notes will, under certain circumstances, be subordinated to the prior payment in full of all of our senior indebtedness, including our senior notes, debentures, and bank credit facilities.

2024
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 issuance, 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). We used the proceeds from this issuance to repay $3.4 billion of our term loan facility such that only $1 billion remains outstanding under the April 2026 tranche.

Repayment of senior notes and related derivative settlements
2025
In March 2025, we repaid the entire outstanding principal of our US$1 billion 2.95% senior notes and settled the associated debt derivatives at maturity. As a result, we repaid $1,344 million, including $95 million received on settlement of the associated debt derivatives. In April 2025, we repaid the entire outstanding principal of our $1.25 billion 3.10% senior notes at maturity. There were no derivatives associated with these senior notes.

On July 11, 2025, we commenced separate offers to purchase for cash certain series of our outstanding Canadian dollar-denominated and US dollar-denominated senior notes. These offers expired on July 18, 2025. Pursuant to these offers, we accepted for purchase $1,205 million principal amount of our Canadian dollar-denominated senior notes and US$1,707 million principal amount of our US dollar-denominated senior notes. On July 23, 2025, we will pay $1,147 million and US$1,386 million, respectively, plus accrued interest, for the purchase of those accepted senior notes. In connection with our purchase of the US-dollar denominated senior notes, we will also partially settle the associated debt derivatives. See note 11 for more information on the settlement of debt derivatives.

Rogers Communications Inc.
24
Second Quarter 2025


2024
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.

Consent solicitation
In connection with the sale of the minority interest in a new subsidiary (see note 17), we received the requisite consent from the holders of our outstanding senior notes for certain proposed clarifying amendments to the indentures governing those securities, and paid an aggregate of approximately $30 million to the consenting holders for their consents concurrently with the closing of the network transaction plus approximately $18 million of other directly attributable transaction costs. These costs will be amortized into finance costs over the remaining terms of the underlying notes using the effective interest method.

NOTE 16: LEASES

Below is a summary of the activity related to our lease liabilities for the three and six months ended June 30, 2025 and 2024.
 Three months ended June 30Six months ended June 30
(In millions of dollars)2025202420252024
Lease liabilities, beginning of period2,798 2,667 2,778 2,593 
Net additions281 169 431 355 
Interest on lease liabilities36 34 72 69 
Interest payments on lease liabilities(28)(32)(61)(67)
Principal payments of lease liabilities(134)(119)(267)(231)
Lease liabilities, end of period2,953 2,719 2,953 2,719 

NOTE 17: EQUITY

Dividends
Below is a summary of the dividends we declared and paid on our outstanding RCI Class A Voting common shares (Class A Shares) and Class B Non-Voting Shares in 2025 and 2024.
Dividends paid (in millions of dollars)
Number of Class B
Non-Voting
Shares issued
(in thousands) 1
Declaration dateRecord datePayment date
Dividend per
share (dollars)
In cash
In Class B
Non-Voting
Shares
Total
January 29, 2025March 10, 2025April 2, 20250.50 188 81 269 2,181 
April 22, 2025June 9, 2025July 3, 20250.50 270— 270 — 
January 31, 2024March 11, 2024April 3, 20240.50 183 83 266 1,552 
April 23, 2024June 10, 2024July 5, 20240.50 185 81 266 1,651 
July 23, 2024September 9, 2024October 3, 20240.50 181 86 267 1,633 
October 23, 2024December 9, 2024January 3, 20250.50 185 84 269 1,943 
1    Class B Non-Voting Shares were issued as partial settlement of our quarterly dividend payable on the payment date under the terms of our dividend reinvestment plan (DRIP).

On July 22, 2025, the Board declared a quarterly dividend of $0.50 per Class A Voting Share and Class B Non-Voting Share, to be paid on October 3, 2025, to shareholders of record on September 8, 2025.

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

Non-controlling Interest
On June 20, 2025, we sold a 49.9% equity interest, representing a 20% voting interest, in a subsidiary (Backhaul Network Services Inc., or BNSI) that owns a portion of our wireless backhaul transport infrastructure to Blackstone for US$4.85 billion ($6.7 billion). We control BNSI and have therefore included its results in our consolidated financial statements. Provided our debt leverage ratio is not greater than 3.25x, at any time between the eighth and twelfth anniversaries of closing, we will have the right to purchase Blackstone's interest in BNSI for a cash purchase price based on the lesser of a multiple of
Rogers Communications Inc.
25
Second Quarter 2025


BNSI's EBITDA (calculated in accordance with the BNSI shareholder agreement) and an amount necessary to provide Blackstone with an 8% annual rate of return, subject to a pre-agreed floor and after considering distributions previously made to Blackstone. Blackstone does not have a right to require Rogers to repurchase or redeem its shares.

BNSI is the exclusive provider to Rogers of backhaul services for cellular data transmission in Ontario and Alberta, subject to certain exceptions. RCI has entered into a long-term backhaul services agreement with BNSI (for an initial term of 25 years and subject to renewal) under which it will pay fees to BNSI for cellular data transmission, subject to an annual minimum payment and periodic price adjustments.

During the first five years of Blackstone's investment, subject to approval of the BNSI board of directors, BNSI will have a distribution policy to make quarterly pro rata cash distributions to Blackstone and RCCI of available cash in an amount that is intended to provide Blackstone with a 7% annual return on its US dollar investment. Except in certain circumstances, Rogers will be entitled to any excess cash above the target distribution threshold during this five-year period, which may be loaned to RCI. After the first five years of Blackstone’s investment, all distributions of available cash by BNSI will be made on a pro rata basis to Blackstone and RCCI.

We have entered into derivative agreements in connection with the network transaction (see note 11).

NOTE 18: STOCK-BASED COMPENSATION

Below is a summary of our stock-based compensation expense, which is included in net income, for the three and six months ended June 30, 2025 and 2024.
  Three months ended June 30Six months ended June 30
(In millions of dollars)2025202420252024
Stock options6 (15)(3)(41)
Restricted share units18 21 
Deferred share units4 (4)2 (8)
Equity derivative effect, net of interest receipt(1)28 23 67 
Total stock-based compensation expense27 15 43 27 
As at June 30, 2025, we had a total liability recognized at its fair value of $84 million (December 31, 2024 - $103 million) related to stock-based compensation, including stock options, restricted share units (RSUs), and deferred share units (DSUs).

During the three and six months ended June 30, 2025, we paid $9 million and $35 million (2024 - $14 million and $55 million), respectively, to holders of stock options, RSUs, and DSUs upon exercise using the cash settlement feature.

Stock Options
Summary of stock options
The tables below summarize the activity related to stock option plans, including performance options, for the three and six months ended June 30, 2025 and 2024.
  Three months ended June 30, 2025Six months ended June 30, 2025
(In number of units, except prices)Number of options
Weighted average
exercise price
Number of optionsWeighted average
exercise price
Outstanding, beginning of period12,204,957 $58.809,707,847 $63.89
Granted  2,687,103 $40.37
Forfeited (189,993)$58.26
Outstanding, end of period12,204,957 $58.8012,204,957 $58.80
Exercisable, end of period7,761,043 $64.147,761,043 $64.14
Rogers Communications Inc.
26
Second Quarter 2025


  Three months ended June 30, 2024Six months ended June 30, 2024
(In number of units, except prices)Number of optionsWeighted average
exercise price
Number of optionsWeighted average
exercise price
Outstanding, beginning of period10,695,913 $63.9010,593,645 $63.87
Granted— — 353,105 $61.39
Exercised(1,290)$44.59(128,145)$53.65
Forfeited(107,345)$62.56(231,327)$63.65
Outstanding, end of period10,587,278 $63.9210,587,278 $63.90
Exercisable, end of period6,753,443 $63.706,753,443 $63.36

We did not grant any performance options during the three and six months ended June 30, 2025 or 2024.

Unrecognized stock-based compensation expense related to stock option plans was $7 million as at June 30, 2025 (December 31, 2024 - $1 million) and will be recognized in net income within periods of up to the next four years as the options vest.

Restricted Share Units
Summary of RSUs
Below is a summary of the activity related to RSUs outstanding, including performance RSUs, for the three and six months ended June 30, 2025 and 2024.
  Three months ended June 30Six months ended June 30
(In number of units)2025202420252024
Outstanding, beginning of period3,612,051 2,733,583 2,448,224 2,551,728 
Granted and reinvested dividends104,961 77,269 1,866,207 1,085,057 
Exercised(231,797)(255,754)(772,477)(900,073)
Forfeited(114,493)(54,727)(171,232)(236,341)
Outstanding, end of period3,370,722 2,500,371 3,370,722 2,500,371 

Included in the above table are grants of 12,419 and 303,486 performance RSUs to certain key employees during the three and six months ended June 30, 2025 (2024 - nil and 378,296), respectively.

Unrecognized stock-based compensation expense related to these RSUs was $60 million as at June 30, 2025 (December 31, 2024 - $35 million) and will be recognized in net income within periods of up to the next three years as the RSUs vest.

Deferred Share Unit Plan
Summary of DSUs
Below is a summary of the activity related to DSUs outstanding, including performance DSUs, for the three and six months ended June 30, 2025 and 2024.
  Three months ended June 30Six months ended June 30
(In number of units)2025202420252024
Outstanding, beginning of period1,043,879 1,135,582 908,678 956,410 
Granted and reinvested dividends13,832 10,353 220,089 210,899 
Exercised(23,633)— (94,404)(21,151)
Forfeited — (285)(223)
Outstanding, end of period1,034,078 1,145,935 1,034,078 1,145,935 

Included in the above table are grants of 1,490 and 2,759 performance DSUs to certain key executives during the three and six months ended June 30, 2025 (2024 - 1,718 and 3,230).

Rogers Communications Inc.
27
Second Quarter 2025


Unrecognized stock-based compensation expense related to granted DSUs was $10 million as at June 30, 2025 (December 31, 2024 - $5 million) and will be recognized in net income over the next three years as the executive DSUs vest. All other DSUs granted are fully vested.

NOTE 19: RELATED PARTY TRANSACTIONS

Controlling Shareholder
We enter into certain transactions with private companies controlled by the controlling shareholder of RCI, the Rogers Control Trust. These transactions were recognized at the amount agreed to by the related parties and are subject to the terms and conditions of formal agreements approved by the Audit and Risk Committee. The totals received or paid during the three and six months ended June 30, 2025 and 2024 were less than $1 million, respectively.

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, 2025 and 2024.

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 was 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 nil and $3 million was recognized in net income and paid during the three and six months ended June 30, 2025 (2024 - $3 million and $5 million). There are no payments this quarter as the final payment under the agreement was made in the three months ended March 31, 2025. We have also entered into certain other transactions with the Shaw Family Group. Total transactions with the Shaw Family Group during the three and six months ended June 30, 2025 were less than $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, 2025. The remaining liability of $87 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.

NOTE 20: COMMITMENTS

In April 2025, we renewed our agreement with the National Hockey League (NHL) for the national media rights to NHL games on all platforms in Canada through the 2037-38 season for a total committed spend of $11 billion over 12 years beginning in the 2026-27 season.

Further, as a result of entering into new contracts with various Toronto Blue Jays players in 2025, we have approximately US$700 million of incremental player contract commitments that will be settled over periods of up to the next 15 years.

NOTE 21: SUPPLEMENTAL CASH FLOW INFORMATION

Change in Net Operating Assets and Liabilities
  Three months ended June 30Six months ended June 30
(In millions of dollars)2025202420252024
Accounts receivable, excluding financing receivables(248)(56)(35)50 
Financing receivables106 79 198 91 
Contract assets4 (7)12 (14)
Inventories13 (7)92 (57)
Other current assets98 126 (83)95 
Accounts payable and accrued liabilities163 (124)(190)(534)
Contract and other liabilities(164)(131)(105)(40)
Total change in net operating assets and liabilities(28)(120)(111)(409)

Rogers Communications Inc.
28
Second Quarter 2025


Capital Expenditures
  Three months ended June 30Six months ended June 30
(In millions of dollars)2025202420252024
Capital expenditures before proceeds on disposition885 1,009 1,864 2,067 
Proceeds on disposition(54)(10)(55)(10)
Capital expenditures831 999 1,809 2,057 

NOTE 22: MLSE TRANSACTION

Effective July 1, 2025, after receiving all required regulatory and league approvals, we acquired Bell's 37.5% ownership stake in Maple Leaf Sports & Entertainment Ltd. (MLSE) for a purchase price of $4.7 billion in cash (MLSE Transaction). The purchase price was primarily funded from bank credit facilities together with cash on hand (see note 15). With the closing of the MLSE Transaction, we are the largest owner of MLSE, with a 75% controlling interest. The holder of the 25% non-controlling interest in MLSE has a right to require its interest be purchased at a future date at an agreement-defined fair value (MLSE put liability); we have a reciprocal right to acquire the non-controlling interest under the same terms.

MLSE owns the Toronto Maple Leafs (NHL), Toronto Raptors (NBA), Toronto FC (MLS), the Toronto Argonauts (CFL), various minor league teams, and associated real estate holdings, such as Scotiabank Arena. The MLSE Transaction adds significantly to our existing sports portfolio, including ownership of the Toronto Blue Jays, Rogers Centre, and Sportsnet. MLSE's financial results will be included in our Media reportable segment effective July 1, 2025.

Total consideration in the business combination will reflect $4.7 billion in cash paid to Bell plus the closing-date fair value of our existing investment in MLSE (pursuant to which we will recognize a gain in net income during the three months ended September 30, 2025). Our consolidated revenue for the six months ended June 30, 2025 would have been approximately $10.9 billion had the MLSE Transaction closed on January 1, 2025. This pro forma amount reflects the elimination of intercompany transactions. Due to the limited time since the acquisition date and the size and complexity of the MLSE Transaction, the accounting for the business combination is not yet complete and we are not able to provide the allocation of consideration paid to the assets acquired or liabilities assumed; therefore, we are unable to provide pro forma net income had the MLSE Transaction closed on January 1, 2025.

The major classes of assets acquired through the MLSE Transaction are expected to include cash and cash equivalents, accounts receivable, property, plant and equipment, intangible assets (including franchise rights, trademarks, customer relationship assets, and goodwill), and investments in associates. The major classes of liabilities assumed include accounts payable and accrued liabilities, deferred player compensation, contract liabilities, long-term debt, and the MLSE put liability.

Rogers Communications Inc.
29
Second Quarter 2025