Summary

• Founded in 1960, Rogers Communication has grown to become a leading technology and media company that strives to provide the very best in wireless, residential, and media to Canadians and Canadian businesses.
• The company's expansive inter-city and intra-city fibre and hybrid fibre-coaxial (HFC) infrastructure delivers services to consumers and businesses in Ontario, New Brunswick, Nova Scotia, and on the island of Newfoundland
• Shaw transaction expected to close in the first half of 2022

Company Overview

Founded in 1960, Rogers Communication (NYSE:RCI, TSX:RCI.A) has grown to become a leading technology and media company that strives to provide the very best in wireless, residential, and media to Canadians and Canadian businesses.¹

Services

• Network & 5G
• Wireless
• Connected Home
• Media
• Supporting Business

Shaw Transaction

On March 15, 2021, the company announced an agreement with Shaw to acquire all of Shaw’s issued and outstanding Class A Participating Shares and Class B Non-Voting Participating Shares (collectively, Shaw Shares) for a price of $40.50 per share. The Shaw Family Living Trust, the controlling shareholder of Shaw, and certain members of the Shaw family and certain related persons (Shaw Family Shareholders) will receive  $16.20 in cash and (ii) 0.417206775 Class B Non-Voting Shares of Rogers per Shaw Share held by the Shaw Family Shareholders. The Transaction is valued at approximately $26 billion, including the assumption of approximately $6 billion of Shaw debt.

The Transaction will be implemented through a court-approved plan of arrangement under the Business Corporations Act (Alberta). On May 20, 2021, Shaw shareholders voted to approve the Transaction at a special shareholders meeting. The Court of Queen’s Bench of Alberta issued a final order approving the Transaction on May 25, 2021. The Transaction is subject to other customary closing conditions, including receipt of Key Regulatory Approvals. Subject to receipt of all required approvals and satisfaction of other conditions prior to closing, the Transaction is expected to close in the first half of 2022. Rogers has extended the outside date for closing the Transaction from March 15, 2022 to June 13, 2022 in accordance with the terms of the arrangement agreement.

The combined entity will build on the strong legacy of two family founded Canadian companies. It will have the scale, assets, and capabilities needed to deliver unprecedented wireline and wireless broadband and network investments, innovation, and growth in new telecommunications services, and greater choice for Canadian consumers and businesses.

In connection with the Transaction, the company entered into a binding commitment letter for a committed credit facility with a syndicate of banks in an original amount up to $19 billion. During the year, the company entered into a $6 billion non-revolving credit facility (Shaw term loan facility), which served to reduce the amount available under the committed credit facility to $13 billion. See “Managing its Liquidity and Financial Resources” for more information on the committed credit facility and the Shaw term loan facility. The company also expect that RCI will either assume Shaw’s senior notes or provide a guarantee of Shaw’s payment obligations under those senior notes upon closing the Transaction and, in either case, Rogers Communications Canada Inc. (RCCI) will guarantee Shaw’s payment obligations under those senior notes.

Industry Overview

The telecommunications industry in Canada is very capital intensive and highly regulated. The company's reportable segments are affected by various overarching trends relating to changing technologies, consumer demands, economic conditions, and regulatory developments, all of which could limit essential future investments in the Canadian marketplace. See “Risks and Uncertainties Affecting its Business” and “Regulation in its Industry” for more information. Below is a summary of the industry trends affecting its specific reportable segments.²

Wireless

The ongoing extensive investment made by Canadian wireless providers has created far-reaching and sophisticated wireless networks that have enabled consumers and businesses to utilize fast multimedia capabilities through wireless data services. Consumer demand for mobile devices, digital media, and on-demand content is pushing providers to build networks that can support the expanded use of applications, mobile video, messaging, and other wireless data. Mobile commerce continues to increase as more devices and platforms adopt secure technology to facilitate wireless transactions.

Wireless providers continue to invest in the next generation of technologies, like 5G, to meet increasing data demands. New products and applications on the wireless network will continue to rely on ultra-reliable, low latency transport networks, capable of supporting both wireless and wireline traffic.

In January 2020, the company were the first Canadian carrier to launch a 5G network and, in December 2020, the first Canadian carrier to begin rolling out a 5G standalone core network. The company's 5G network is the largest 5G network in Canada, reaching more than 1,500 communities and 70% of the Canadian population as at December 31, 2021.

To help make the cost of new wireless devices more affordable for consumers, Rogers and other Canadian wireless carriers offer wireless device financing programs, whereby consumers can finance up to the full cost of the device over a 24-month term at 0% interest. The company believe being able to finance devices over 24 months helps reduce subscriber churn.

Wireless market penetration in Canada is approximately 98% of the population (compared to penetration of 129% in the US) and is expected to continue growing, per the Bank of America Merrill Lynch October 2021 Global Wireless Matrix.

Cable

Technology advancement, non-traditional competitors, consumer behaviours, and regulatory developments are key areas influencing Cable. This market is very capital intensive, and a strong Internet offering is the backbone to effectively serving this market. Applications on the Internet are increasingly being used as a substitute for wireline telephone services, and televised content is increasingly available online. Downward television tier migration (cord shaving) and television cancellation with the intent of substitution (cord cutting) have been growing with increased adoption of OTT services.

Cable and wireline companies are expanding their service offerings to include faster broadband Internet. Canadian companies, including Rogers, are increasingly offering download speeds of 1 to 1.5 Gbps and Internet offerings with unlimited bandwidth. Consumers are demanding faster-than-ever speeds for streaming online media, uploading personal content, and playing online video games, and for their ever-growing number of connected devices. In order to help facilitate these speeds, cable and wireline companies are shifting their networks towards higher speed and capacity Data Over Cable Service Interface Specifications (DOCSIS) 3.1 and fibre-to-the-home (FTTH) technologies and they are starting to evolve their networks to be DOCSIS 4.0-capable. These technologies provide faster potential data communication speeds than earlier technologies, allowing both television and Internet signals to reach consumers more quickly in order to sustain reliable speeds to address the increasing number of Internet-capable devices.

Canadian wireline companies are dismantling legacy networks and investing in next-generation platforms that combine voice, data, and video solutions onto a single distribution and access platform. As next-generation platforms become more popular, its competition will begin to include systems integrators and manufacturers.

Devices and machines are becoming more interconnected and there is more reliance on the Internet and other networks to facilitate updates and track usage.

Broadcast television technology continues to improve with 4K TV broadcasts and high dynamic range (HDR) for higher resolution and improved video image colour and saturation.

The company offer fixed wireless Internet access services in rural and remote areas and expect this offering to continue to grow as the company work towards closing the digital divide.

Media

Consumer viewing behaviours are continually evolving and the industry continues to adjust to these changes. Access to live sports and other premium content has become even more important for acquiring and retaining audiences that in turn attract advertisers and subscribers. Therefore, ownership of content and/or long-term agreements with content owners has also become increasingly important to media companies. Leagues, teams, networks, and new digital entrants are also experimenting with the delivery of live sports content through online, social, and virtual platforms, while non-traditional sports are also growing in mindshare.

Consumer demand for digital media, content on mobile devices, and on-demand content is increasing and media products have experienced significant digital uptake, requiring industry players to increase their efforts in digital content and capabilities in order to compete. In response to this trend, advertisers are shifting their spending to premium video and audio products on global digital platforms and social media that enable marketers to narrowly target specific audiences instead of the previous mass marketing approach. This results in lower use of traditional advertising methods and may require a shift in focus.

Competition has changed and traditional media assets in Canada are increasingly being controlled by a small number of competitors with significant scale and financial resources. Technology has allowed new entrants and even individuals to become media players in their own right.

Business Overview

Wireless

Rogers Communication is continuously enhancing its IP service infrastructure for all its wireless services. Advances in technology have transformed the ways in which its customers interact and use the variety of tools available to them in their personal and professional lives. Technology has also changed the way businesses operate.

In early 2020, the company launched its 5G network commercially in downtown Vancouver, Toronto, Ottawa, and Montreal and reached over 1,500 communities across Canada as at December 31, 2021. The company also became a founding member of the global 5G Future Forum, a first-of-its-kind 5G and mobile edge computing forum that currently includes Verizon, Vodafone, Telstra, KT, and América Móvil.

The company's 5G network currently uses a combination of the 2500 MHz, AWS, and 600 MHz spectrum bands, and is also aggregated with its LTE spectrum bands. 600 MHz spectrum is best suited to carry wireless data across long distances and through buildings, creating more consistent and higher-quality coverage in both remote and urban areas and in smart cities. Rogers Communication has deployed dynamic spectrum sharing, which allows its existing spectrum supporting 4G to also be used for 5G networks. In the future, the company will deploy 3.5 GHz spectrum for 5G to add additional capacity to the network.

The company's wireless services are supported by its significant wireless spectrum licence holdings in low-band, mid-band, and high-band frequency ranges.

The company also have access to additional spectrum through the following network sharing agreements

Cable

The company's expansive inter-city and intra-city fibre and hybrid fibre-coaxial (HFC) infrastructure delivers services to consumers and businesses in Ontario, New Brunswick, Nova Scotia, and on the island of Newfoundland. The company also operate a transcontinental, facilities-based fibre-optic network with 81,000 kilometres of fibre optic cable that is used to service business customers, including government and other telecommunications service providers. The company also use its extensive fibre network for backhaul for wireless cell site traffic. In Canada, the network extends coast-to-coast and includes local and regional fibre, transmission electronics and systems, hubs, points of presence, and IP routing and switching infrastructure. The network also extends to the US from Vancouver south to Seattle; from the Manitoba-Minnesota border through Minneapolis, Milwaukee, and Chicago; from Toronto through Buffalo; and from Montreal through Albany to New York City and Ashburn, allowing it to connect Canada’s largest markets, while also reaching key US markets for the exchange of data and voice traffic.

The network is structured to optimize performance and reliability and to allow for the simultaneous delivery of video, voice, and Internet over a single platform. It is generally constructed in rings that interconnect with distribution hubs, providing redundancy to minimize disruptions that can result from fibre cuts and other events.

Homes and commercial buildings are connected to its network through HFC nodes or FTTH. The company connect the HFC node to the network using fibre optic cable and the home to the node using coaxial cable or fibre. Using 1.2GHz, 860 MHz, and 750 MHz of cable spectrum in Ontario and Atlantic Canada, respectively, the company deliver video, voice, and broadband services to its customers. HFC node segmentation reduces the number of homes passed per HFC node, thereby increasing the bandwidth and capacity per subscriber.

Broadband Internet service is provided using a DOCSIS CCAP 3.0/3.1 platform, which combines multiple radio frequency channels onto one access point at the customer premise, delivering exceptional performance. Over the last 20 years, HFC node segmentation, along with analog-to-DTV spectrum repurposing and evolution from DOCSIS 1.0 to DOCSIS 3.1, has increased downstream and upstream capacity by approximately 1,000 and 200 times, respectively. This track record of investing in its networks and demonstrating the capability to cost-effectively deploy best-in-class service is one of its key strategies for ensuring that the company stay competitive with other service providers that provide Internet service into homes and businesses over copper facilities. By the end of 2016, 100% of its cable network had been upgraded to DOCSIS CCAP technology supporting DOCSIS 3.1 and Ignite Gigabit Internet.

Fixed wireless access services and expanding its cable footprint is a key priority for connecting all areas of Canada, including rural and underserved areas. Rogers Communication is actively investing in the expansion of its network in both Wireless and Cable to leverage what’s needed to offer fixed wireless Internet access. Rogers Communication is investing in the next generation of broadband wireless data networks, such as 5G technologies, to support the growing data demand and new products and applications. This requires a strong network, capable of supporting both wireline and wireless data at low latencies to ensure new products and applications operate as intended.

Rogers Communication has been deploying 1 GHz fibre-to-the-curb (FTTC) in new development areas and transitioning to FTTH since 2005. In 2018, the company began upgrading its HFC network to a mix of 1.2 GHz FTTC and FTTH. FTTC provides the foundation for subsequent generations of DOCSIS, including Remote PHY and DOCSIS 4.0, which will improve high-speed Internet accessibility, quality, and tier speed attainability, while increasing the capacity of its HFC network. Rogers FTTH is based on ten gigabit symmetrical passive optical network (XGS-PON) technology that can support symmetrical downstream/upstream speeds up to 10 Gbps per node in select neighbourhoods, with the ability to upgrade the opto-electronics to support even higher speeds in the future as required to meet demand for additional bandwidth.

The company continue to invest in and improve its cable network services; for example, with technology to support gigabit Internet speeds, Ignite TV, Rogers 4K TV, its 4K PVR set-top box, and a significant commitment to live broadcasting in 4K, including regular season Toronto Blue Jays home games for 2022 and numerous NHL and NBA games.

Voice-over-cable telephony services are also served using the DOCSIS network. The company's offerings ensure a high quality of service by including geographic redundancy and network backup powering. The company's phone service includes a rich set of features, such as TV Call Display (available on its NextBox™ set-top boxes), three-way calling, and advanced voicemail features that allow customers to be notified of, and listen to, their home voicemail on their wireless phone or over the Internet

Financial Highlights

2021 Results

January 27, 2022; Rogers Communications Reports Fourth Quarter And Full-Year 2021 Results.³

• Strong execution delivers solid operational improvements led by Wireless recovery
• Wireless postpaid net subscriber additions includes phone additions of 141,000; Wireless service revenue growth of 6% and adjusted EBITDA up 5%
• Blended ARPU of $51.47 up 3%; improved Q4 postpaid churn by 4 basis points to 1.15%
• Stable financial results in Cable; Internet net subscriber additions include 21,000 net new retail broadband subscribers
• Media revenue growth up 26% reflects the return of live sports broadcasting advertising
• Full-year 2022 guidance pre-Shaw transaction reflects improving economy, greater focus on execution, and accelerating investments in 5G and network expansion
• Total service revenue growth range of 4% to 6%
• Adjusted EBITDA growth range of 6% to 8%
• Capital expenditures of $2.8 billion to $3.0 billion
• Free cash flow of $1.8 billion to $2.0 billion
• Shaw transaction remains on track to close in the first half of 2022

Consolidated Financial Highlights

"The company delivered strong results in its fourth quarter, led by accelerating revenue growth and solid net subscriber additions in its Wireless business," said Tony Staffieri, President and CEO. "This is a critical year for Rogers and the changes Rogers Communication is making to drive a renewed focus on execution, along with strategic investments in its networks and customer experience, should help drive long-term growth and increase shareholder value. The company will accelerate the momentum across its business as the company come together with Shaw to expand its next-generation networks nationally, offer customers more choice, and enable Canada to thrive in the global digital economy."

Operating Environment and Quarterly Financial Highlights

The company's solid financial position enables it to prioritize the actions the company need to take as a result of the COVID-19 pandemic (COVID-19), continue to make high priority investments in its network, and ensure customers stay connected during this critical time. COVID-19 continues to significantly impact Canadians and economies around the world. Late in the fourth quarter, the Omicron variant re-accelerated the spread of COVID-19 and many Canadian provinces reintroduced various restrictions, including placing capacity limits on organized gatherings and retail stores. The company remain focused on keeping its employees safe and its customers connected. While COVID-19 continues to have a significant worldwide impact, the company remain confident Rogers Communication has the right team, a strong balance sheet, and the world-class networks that will allow it to get through the pandemic having maintained its long-term focus on growth and doing the right thing for its customers.

Revenue

Total revenue and total service revenue increased by 6% and 7%, respectively, this quarter, driven by revenue growth in its Wireless and Media businesses.

Wireless service revenue increased by 6% this quarter, mainly as a result of larger postpaid subscriber base and higher roaming revenue, as COVID-19-related global travel restrictions were generally less strict than last year. Wireless equipment revenue increased by 4%, as a result of higher device upgrades by existing subscribers, and higher gross additions, partially offset by increased promotional activity during key selling periods.

Cable revenue was stable this quarter, primarily as a result of the movement of Internet customers to higher speed and usage tiers in its Ignite Internet™ offerings and the increases in its Internet and Ignite TV™ subscriber bases, offset by declines in its legacy television and home phone subscriber bases.

Media revenue increased by 26% this quarter, primarily as 2020 was impacted by the postponement of the start of the 2020-2021 NHL and NBA seasons.

Adjusted EBITDA and margins

Consolidated adjusted EBITDA decreased 4% this quarter and its adjusted EBITDA margin decreased by 440 basis points driven by the impact of Media.

Wireless adjusted EBITDA increased by 5%, primarily as a result of the flow-through of revenue growth. This gave rise to an adjusted EBITDA service margin of 62.6%.

Cable adjusted EBITDA was in line with last year, resulting in an adjusted EBITDA margin of 50.6% this quarter.

Media adjusted EBITDA decreased by $108 million this quarter, primarily due to higher sports programming and production costs as a result of the postponement of the start of the 2020-2021 NHL and NBA seasons, partially offset by higher revenue as discussed above.

Net income and adjusted net income

Net income and adjusted net income decreased this quarter by 10% and 3%, respectively, primarily as a result of lower adjusted EBITDA.

Cash flow and available liquidity

This quarter, the company generated cash flow from operating activities of $1,147 million, up 21%, as a result of a lower investment in net operating assets. The company also generated free cash flow of $468 million, down 18%, primarily as a result of higher capital expenditures.

This quarter, the company issued $2 billion subordinated notes due 2081 with an initial coupon of 5% for the first five years. The company used the proceeds to partially fund the remaining payment required to obtain the 3500 MHz spectrum licences. See "Managing its Liquidity and Financial Resources" for more information.

As at December  31, 2021, the company had $4.2 billion of available liquidity, including $0.7 billion in cash and cash equivalents and a combined $3.5 billion available under its bank credit facilities and receivables securitization program.

The company also returned $253 million in dividends to shareholders this quarter and the company declared a $0.50 per share dividend on January 26, 2022.

References

1. ^ https://about.rogers.com
2. ^ https://1vjoxz2ghhkclty8c1wjich1-wpengine.netdna-ssl.com/wp-content/uploads/2022/03/Rogers-2021-Annual-Report.pdf
3. ^ https://1vjoxz2ghhkclty8c1wjich1-wpengine.netdna-ssl.com/wp-content/uploads/2021/03/Rogers-Q4-2021-Press-Release.pdf