Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________

FORM 6-K

________________________________________________

Report of Foreign Private Issuer

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

under the Securities Exchange Act of 1934

________________________________________________

For the month of July, 2024

Commission File Number 001-10805

________________________________________________

ROGERS COMMUNICATIONS INC.

(Translation of registrant’s name into English)

________________________________________________

333 Bloor Street East

10th Floor

Toronto, Ontario M4W 1G9

Canada

(Address of principal executive offices)

________________________________________________

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

Form 20-F o Form 40-F þ

Signatures

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


			ROGERS COMMUNICATIONS INC.

			By:						/s/ Glenn Brandt
									Name: Glenn Brandt
									Title: Chief Financial Officer

Date: July 24, 2024

Exhibit Index


Exhibit Number						Description of Document
99.1						Management's Discussion and Analysis of Rogers Communications Inc. for the second quarter ended June 30, 2024
99.2						Interim Condensed Consolidated Financial Statements of Rogers Communications Inc. for the second quarter ended June 30, 2024
99.3						Earnings Release of Rogers Communications Inc. for the second quarter ended June 30, 2024


MANAGEMENT'S DISCUSSION AND ANALYSIS			Exhibit 99.1

This Management's Discussion and Analysis (MD&A) contains important information about our business and our performance for the three and six months ended June 30, 2024, as well as forward-looking information (see "About Forward-Looking Information") about future periods. This MD&A should be read in conjunction with our Second Quarter 2024 Interim Condensed Consolidated Financial Statements (Second Quarter 2024 Interim Financial Statements) and notes thereto, which have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB); our 2023 Annual MD&A; our 2023 Annual Audited Consolidated Financial Statements and notes thereto, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB; and our other recent filings with Canadian and US securities regulatory authorities, including our Annual Information Form, which are available on SEDAR+ at sedarplus.ca or EDGAR at sec.gov, respectively.

For more information about Rogers, including product and service offerings, competitive market and industry trends, our overarching strategy, key performance drivers, and objectives, see "Understanding Our Business", "Our Strategy, Key Performance Drivers, and Strategic Highlights", and "Capability to Deliver Results" in our 2023 Annual MD&A. References in this MD&A to the Shaw Transaction are to our acquisition of Shaw Communications Inc. (Shaw) on April 3, 2023. For additional details regarding the Shaw Transaction, see "Shaw Transaction" in our 2023 Annual MD&A and our 2023 Annual Audited Consolidated Financial Statements.

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

All dollar amounts in this MD&A are in Canadian dollars unless otherwise stated and are unaudited. All percentage changes are calculated using the rounded numbers as they appear in the tables. This MD&A is current as at July 23, 2024 and was approved by the Audit and Risk Committee of RCI's Board of Directors (the Board) on that date.

We are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI).

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

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

Reportable segments

We report our results of operations in three reportable segments. Each segment and the nature of its business is as follows:


Segment			Principal activities
Wireless			Wireless telecommunications operations for Canadian consumers and businesses.
Cable			Cable telecommunications operations, including Internet, television and other video (Video), Satellite, telephony (Home Phone), and home monitoring services for Canadian consumers and businesses, and network connectivity through our fibre network and data centre assets to support a range of voice, data, networking, hosting, and cloud-based services for the business, public sector, and carrier wholesale markets.
Media			A diversified portfolio of media properties, including sports media and entertainment, television and radio broadcasting, specialty channels, multi-platform shopping, and digital media.

Wireless and Cable are operated by our wholly owned subsidiary, Rogers Communications Canada Inc. (RCCI), and certain other wholly owned subsidiaries. Media is operated by our wholly owned subsidiary, Rogers Media Inc., and its subsidiaries.


Rogers Communications Inc.	1	Second Quarter 2024

Where to find it


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

Strategic Highlights

The five objectives set out below guide our work and decision-making as we further improve our operational execution and make well-timed investments to grow our core businesses and deliver increased shareholder value. Below are some highlights for the quarter.

Build the biggest and best networks in the country

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

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

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

Deliver easy to use, reliable products and services

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

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

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

Be the first choice for Canadians

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

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

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

Be a strong national company investing in Canada

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

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

•Completed the final phase of the Rogers Centre renovations.

Be the growth leader in our industry

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

•Reported industry-leading growth in our Wireless operations.

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

Quarterly Financial Highlights

Revenue

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

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

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


Rogers Communications Inc.	2	Second Quarter 2024

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

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

Adjusted EBITDA and margins

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

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

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

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

Net income and adjusted net income

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

Cash flow and available liquidity

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

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

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

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

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


Rogers Communications Inc.	3	Second Quarter 2024

Summary of Consolidated Financial Results


	Three months ended June 30						Six months ended June 30
(In millions of dollars, except margins and per share amounts)	2024		2023		% Chg		2024		2023		% Chg

Revenue
Wireless	2,466		2,424		2		4,994		4,770		5
Cable	1,964		2,013		(2)		3,923		3,030		29
Media	736		686		7		1,215		1,191		2
Corporate items and intercompany eliminations	(73)		(77)		(5)		(138)		(110)		25
Revenue	5,093		5,046		1		9,994		8,881		13
Total service revenue 1	4,599		4,534		1		8,956		7,848		14

Adjusted EBITDA
Wireless	1,296		1,222		6		2,580		2,401		7
Cable	1,116		1,026		9		2,216		1,583		40
Media	—		4		(100)		(103)		(34)		n/m
Corporate items and intercompany eliminations	(87)		(62)		40		(154)		(109)		41
Adjusted EBITDA 2	2,325		2,190		6		4,539		3,841		18
Adjusted EBITDA margin 2	45.7	%	43.4	%	2.3	pts	45.4	%	43.2	%	2.2	pts


Net income	394		109		n/m		650		620		5
Basic earnings per share	$0.74		$0.21		n/m		$1.22		$1.20		2
Diluted earnings per share	$0.73		$0.20		n/m		$1.20		$1.19		1

Adjusted net income 2	623		544		15		1,163		1,097		6
Adjusted basic earnings per share 2	$1.17		$1.03		14		$2.19		$2.12		3
Adjusted diluted earnings per share 2	$1.16		$1.02		14		$2.16		$2.11		2

Capital expenditures	999		1,079		(7)		2,057		1,971		4
Cash provided by operating activities	1,472		1,635		(10)		2,652		2,088		27
Free cash flow	666		476		40		1,252		846		48

n/m - not meaningful

1 As defined. See "Key Performance Indicators".

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


Rogers Communications Inc.	4	Second Quarter 2024

Results of our Reportable Segments

WIRELESS

Wireless Financial Results


	Three months ended June 30						Six months ended June 30
(In millions of dollars, except margins)	2024		2023		% Chg		2024		2023		% Chg

Revenue
Service revenue	1,988		1,920		4		3,984		3,756		6
Equipment revenue	478		504		(5)		1,010		1,014		—
Revenue	2,466		2,424		2		4,994		4,770		5

Operating costs
Cost of equipment	492		501		(2)		1,031		1,009		2
Other operating costs	678		701		(3)		1,383		1,360		2
Operating costs	1,170		1,202		(3)		2,414		2,369		2

Adjusted EBITDA	1,296		1,222		6		2,580		2,401		7

Adjusted EBITDA margin 1	65.2	%	63.6	%	1.6	pts	64.8	%	63.9	%	0.9	pts



Capital expenditures	396		458		(14)		800		910		(12)

1 Calculated using service revenue.

Wireless Subscriber Results 1


	Three months ended June 30						Six months ended June 30
(In thousands, except churn and mobile phone ARPU)	2024		2023		Chg		2024		2023		Chg

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

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

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

3 As at end of period.

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

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

Service revenue

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

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

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


Rogers Communications Inc.	5	Second Quarter 2024

Equipment revenue

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

•fewer device upgrades by existing customers; partially offset by

•an increase in new subscribers purchasing devices; and

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

Operating costs

Cost of equipment

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

Other operating costs

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

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

•higher costs associated with our expanded network.

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

Adjusted EBITDA

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


Rogers Communications Inc.	6	Second Quarter 2024

CABLE

Cable Financial Results


	Three months ended June 30						Six months ended June 30
(In millions of dollars, except margins)	2024		2023		% Chg		2024		2023		% Chg

Revenue
Service revenue	1,948		2,005		(3)		3,895		3,011		29
Equipment revenue	16		8		100		28		19		47
Revenue	1,964		2,013		(2)		3,923		3,030		29




Operating costs	848		987		(14)		1,707		1,447		18

Adjusted EBITDA	1,116		1,026		9		2,216		1,583		40

Adjusted EBITDA margin	56.8	%	51.0	%	5.8	pts	56.5	%	52.2	%	4.3	pts

Capital expenditures	509		538		(5)		989		857		15

Cable Subscriber Results 1


	Three months ended June 30						Six months ended June 30
(In thousands, except ARPA and penetration)	2024		2023		Chg		2024		2023		Chg

Homes passed 2	10,061		9,815		246		10,061		9,815		246
Customer relationships
Net additions	13		5		8		20		6		14
Total customer relationships 2	4,656		4,787		(131)		4,656		4,787		(131)
ARPA (monthly) 3	$139.62		$139.68		($0.06)		$139.87		$142.18		($2.31)

Penetration 2	46.3	%	48.8	%	(2.5	pts)	46.3	%	48.8	%	(2.5	pts)

Retail Internet
Net additions	26		25		1		52		39		13
Total retail Internet subscribers 2	4,214		4,284		(70)		4,214		4,284		(70)
Video
Net (losses) additions	(33)		12		(45)		(60)		4		(64)
Total Video subscribers 2	2,691		2,732		(41)		2,691		2,732		(41)
Home Monitoring
Net additions (losses)	13		(4)		17		12		(9)		21
Total Home Monitoring subscribers 2	101		92		9		101		92		9
Home Phone
Net losses	(31)		(29)		(2)		(66)		(42)		(24)
Total Home Phone subscribers 2	1,563		1,684		(121)		1,563		1,684		(121)

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

2 As at end of period.

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

Service revenue

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

•continued competitive promotional activity; and

•declines in our Home Phone and Satellite subscriber bases.

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

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


Rogers Communications Inc.	7	Second Quarter 2024

Operating costs

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

Adjusted EBITDA

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


Rogers Communications Inc.	8	Second Quarter 2024

MEDIA

Media Financial Results


	Three months ended June 30						Six months ended June 30
(In millions of dollars, except margins)	2024		2023		% Chg		2024		2023		% Chg

Revenue	736		686		7		1,215		1,191		2
Operating costs	736		682		8		1,318		1,225		8

Adjusted EBITDA	—		4		(100)		(103)		(34)		n/m


Adjusted EBITDA margin	—	%	0.6	%	(0.6	pts)	(8.5)	%	(2.9)	%	(5.6	pts)

Capital expenditures	48		43		12		168		104		62

Revenue

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

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

•lower Today's Shopping Choice revenue.

Operating costs

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

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

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

Adjusted EBITDA

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


Rogers Communications Inc.	9	Second Quarter 2024

CAPITAL EXPENDITURES


	Three months ended June 30						Six months ended June 30
(In millions of dollars, except capital intensity)	2024		2023		% Chg		2024		2023		% Chg

Wireless	396		458		(14)		800		910		(12)
Cable	509		538		(5)		989		857		15
Media	48		43		12		168		104		62
Corporate	46		40		15		100		100		—

Capital expenditures 1	999		1,079		(7)		2,057		1,971		4


Capital intensity 2	19.6	%	21.4	%	(1.8	pts)	20.6	%	22.2	%	(1.6	pts)

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

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

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

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

Wireless

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

Cable

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

Media

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

Capital intensity

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


Rogers Communications Inc.	10	Second Quarter 2024

Review of Consolidated Performance

This section discusses our consolidated net income and other income and expenses that do not form part of the segment discussions above.


	Three months ended June 30			Six months ended June 30
(In millions of dollars)	2024	2023	% Chg	2024	2023	% Chg

Adjusted EBITDA	2,325	2,190	6	4,539	3,841	18
Deduct (add):
Depreciation and amortization	1,136	1,158	(2)	2,285	1,789	28

Restructuring, acquisition and other	90	331	(73)	232	386	(40)
Finance costs	576	583	(1)	1,156	879	32
Other (income) expense	(5)	(18)	(72)	3	(45)	n/m
Income tax expense	134	27	n/m	213	212	—

Net income	394	109	n/m	650	620	5

Depreciation and amortization


	Three months ended June 30			Six months ended June 30
(In millions of dollars)	2024	2023	% Chg	2024	2023	% Chg

Depreciation of property, plant and equipment	902	911	(1)	1,808	1,468	23
Depreciation of right-of-use assets	97	104	(7)	207	172	20
Amortization	137	143	(4)	270	149	81


Total depreciation and amortization	1,136	1,158	(2)	2,285	1,789	28

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

Restructuring, acquisition and other


	Three months ended June 30		Six months ended June 30
(In millions of dollars)	2024	2023	2024	2023

Restructuring and other	66	143	178	165
Shaw Transaction-related costs	24	188	54	221

Total restructuring, acquisition and other	90	331	232	386

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

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


Rogers Communications Inc.	11	Second Quarter 2024

Finance costs


	Three months ended June 30			Six months ended June 30
(In millions of dollars)	2024	2023	% Chg	2024	2023	% Chg

Total interest on borrowings 1	512	522	(2)	1,020	915	11
Interest earned on restricted cash and cash equivalents	—	(3)	(100)	—	(149)	(100)

Interest on borrowings, net	512	519	(1)	1,020	766	33

Interest on lease liabilities	34	27	26	69	50	38
Interest on post-employment benefits	—	(5)	(100)	(2)	(7)	(71)
Loss (gain) on foreign exchange	30	(141)	n/m	139	(127)	n/m
Change in fair value of derivative instruments	(24)	144	n/m	(122)	133	n/m
Capitalized interest	(10)	(9)	11	(22)	(17)	29
Deferred transaction costs and other	34	48	(29)	74	81	(9)


Total finance costs	576	583	(1)	1,156	879	32

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

Interest on borrowings, net

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

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

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

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

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

Income tax expense


	Three months ended June 30				Six months ended June 30
(In millions of dollars, except tax rates)	2024		2023		2024		2023

Statutory income tax rate	26.2	%	26.2	%	26.2	%	26.2	%

Income before income tax expense	528		136		863		832
Computed income tax expense	138		36		226		218
Increase (decrease) in income tax expense resulting from:
Non-(taxable) deductible stock-based compensation	(4)		(3)		(10)		3
Non-deductible (taxable) portion of equity losses (income)	1		—		1		(4)




Non-taxable income from security investments	—		(3)		—		(6)
Revaluation of deferred tax balances due to rate change	—		(3)		—		(3)

Other items	(1)		—		(4)		4

Total income tax expense	134		27		213		212

Effective income tax rate	25.4	%	19.9	%	24.7	%	25.5	%
Cash income taxes paid	158		125		232		275

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


Rogers Communications Inc.	12	Second Quarter 2024

Net income


	Three months ended June 30			Six months ended June 30
(In millions of dollars, except per share amounts)	2024	2023	% Chg	2024	2023	% Chg

Net income	394	109	n/m	650	620	5
Basic earnings per share	$0.74	$0.21	n/m	$1.22	$1.20	2
Diluted earnings per share	$0.73	$0.20	n/m	$1.20	$1.19	1

Adjusted net income

We calculate adjusted net income from adjusted EBITDA as follows:


	Three months ended June 30			Six months ended June 30
(In millions of dollars, except per share amounts)	2024	2023	% Chg	2024	2023	% Chg

Adjusted EBITDA	2,325	2,190	6	4,539	3,841	18
Deduct:
Depreciation and amortization 1	916	906	1	1,823	1,537	19
Finance costs	576	583	(1)	1,156	879	32
Other income (expense)	(5)	(18)	(72)	3	(45)	n/m
Income tax expense 2	215	175	23	394	373	6

Adjusted net income 1	623	544	15	1,163	1,097	6

Adjusted basic earnings per share	$1.17	$1.03	14	$2.19	$2.12	3
Adjusted diluted earnings per share	$1.16	$1.02	14	$2.16	$2.11	2

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

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


Rogers Communications Inc.	13	Second Quarter 2024

Managing our Liquidity and Financial Resources

Operating, investing, and financing activities


	Three months ended June 30		Six months ended June 30
(In millions of dollars)	2024	2023	2024	2023
Cash provided by operating activities before changes in net operating assets and liabilities, income taxes paid, and interest paid	2,224	1,988	4,322	3,618
Change in net operating assets and liabilities	(120)	261	(409)	(443)
Income taxes paid	(158)	(125)	(232)	(275)
Interest paid, net	(474)	(489)	(1,029)	(812)

Cash provided by operating activities	1,472	1,635	2,652	2,088


Investing activities:
Capital expenditures	(999)	(1,079)	(2,057)	(1,971)
Additions to program rights	(10)	(12)	(23)	(37)
Changes in non-cash working capital related to capital expenditures and intangible assets	(48)	9	39	(29)
Acquisitions and other strategic transactions, net of cash acquired	(380)	(17,001)	(475)	(17,001)
Other	(1)	3	12	12

Cash used in investing activities	(1,438)	(18,080)	(2,504)	(19,026)

Financing activities:
Net (repayment of) proceeds received from short-term borrowings	(43)	(1,931)	1,261	(589)
Net (repayment) issuance of long-term debt	(18)	5,788	(1,126)	5,400
Net proceeds (payments) on settlement of debt derivatives and forward contracts	24	(106)	22	121
Transaction costs incurred	(4)	(1)	(46)	(265)
Principal payments of lease liabilities	(119)	(84)	(231)	(165)

Dividends paid	(182)	(252)	(372)	(505)
Other	(5)	—	(5)	—

Cash (used in) provided by financing activities	(347)	3,414	(497)	3,997

Change in cash and cash equivalents and restricted cash and cash equivalents	(313)	(13,031)	(349)	(12,941)
Cash and cash equivalents and restricted cash and cash equivalents, beginning of period	764	13,390	800	13,300

Cash and cash equivalents, end of period	451	359	451	359

Operating activities

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

Investing activities

Capital expenditures

During the quarter and year to date, we incurred $999 million and $2,057 million, respectively, on capital expenditures before changes in non-cash working capital items. See "Capital Expenditures" for more information.

Acquisitions and other strategic transactions

This quarter, we paid the remaining $380 million related to the acquisition of 3800 MHz spectrum licences. We recognized the spectrum licences as indefinite-life intangible assets.


Rogers Communications Inc.	14	Second Quarter 2024

Financing activities

During the quarter and year to date, we paid and received net amounts of $41 million and $111 million (2023 - received $3,750 million and $4,667 million), respectively, on our short-term borrowings, long-term debt, and related derivatives, including transaction costs. See "Financial Risk Management" for more information on the cash flows relating to our derivative instruments.

Short-term borrowings

Our short-term borrowings consist of amounts outstanding under our receivables securitization program, our US dollar-denominated commercial paper (US CP) program, and our non-revolving credit facilities. Below is a summary of our short-term borrowings as at June 30, 2024 and December 31, 2023.


	As at June 30	As at December 31
(In millions of dollars)	2024	2023

Receivables securitization program	2,400	1,600
US commercial paper program (net of the discount on issuance)	134	150
Non-revolving credit facility borrowings (net of the discount on issuance)	505	—

Total short-term borrowings	3,039	1,750

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


		Three months ended June 30, 2024			Six months ended June 30, 2024
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)

Proceeds received from receivables securitization			—			800

Net proceeds received from receivables securitization			—			800

Proceeds received from US commercial paper	443	1.366	605	1,282	1.354	1,736
Repayment of US commercial paper	(656)	1.369	(898)	(1,305)	1.359	(1,774)
Net repayment of US commercial paper			(293)			(38)


Proceeds received from non-revolving credit facilities (US$) 1	369	1.366	504	554	1.359	753



Repayment of non-revolving credit facilities (US$) 1	(185)	1.373	(254)	(185)	1.373	(254)


Net proceeds received from non-revolving credit facilities			250			499

Net (repayment of) proceeds received from short-term borrowings			(43)			1,261

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


Rogers Communications Inc.	15	Second Quarter 2024


		Three months ended June 30, 2023			Six months ended June 30, 2023
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)


Repayment of receivables securitization			(1,000)			(1,000)
Net repayment of receivables securitization			(1,000)			(1,000)

Proceeds received from US commercial paper	—	—	—	1,174	1.362	1,599
Repayment of US commercial paper	(687)	1.345	(924)	(1,341)	1.348	(1,807)
Net repayment of US commercial paper			(924)			(208)

Proceeds received from non-revolving credit facilities (Cdn$) 1			—			375
Proceeds received from non-revolving credit facilities (US$)	460	1.357	624	1,198	1.349	1,616
Total proceeds received from non-revolving credit facilities			624			1,991

Repayment of non-revolving credit facilities (Cdn$) 1			(4)			(379)
Repayment of non-revolving credit facilities (US$)	(465)	1.348	(627)	(738)	1.346	(993)
Total repayment of non-revolving credit facilities			(631)			(1,372)

Net (repayment of) proceeds received from non-revolving credit facilities			(7)			619

Net repayment of short-term borrowings			(1,931)			(589)

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

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

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

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


Rogers Communications Inc.	16	Second Quarter 2024

Long-term debt

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


		Three months ended June 30, 2024			Six months ended June 30, 2024
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)












Term loan facility net repayments (US$) 1	(10)	n/m	(18)	(2,512)	1.351	(3,393)
Net repayments under term loan facility			(18)			(3,393)


Senior note issuances (US$)	—	—	—	2,500	1.347	3,367


Senior note repayments (Cdn$)			—			(1,100)



Net issuance of senior notes			—			2,267











Net repayment of long-term debt			(18)			(1,126)

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


		Three months ended June 30, 2023			Six months ended June 30, 2023
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)


Credit facility borrowings (US$)	—	—	—	220	1.368	301



Credit facility repayments (US$)	(220)	1.336	(294)	(220)	1.336	(294)


Net (repayments) borrowings under credit facilities			(294)			7

Term loan facility net borrowings (US$) 1	4,506	1.350	6,082	4,506	1.350	6,082

Net borrowings under term loan facility			6,082			6,082






Senior note repayments (US$)	—	—	—	(500)	1.378	(689)


Net repayment of senior notes			—			(689)











Net issuance of long-term debt			5,788			5,400


	Three months ended June 30		Six months ended June 30
(In millions of dollars)	2024	2023	2024	2023

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

Long-term debt net of transaction costs, end of period	40,585	41,136	40,585	41,136

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

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


Rogers Communications Inc.	17	Second Quarter 2024

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

Issuance of senior notes and related debt derivatives

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


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

2024 issuances
February 9, 2024	US	1,250	2029	5.000	%	99.714	%	1,684	20
February 9, 2024	US	1,250	2034	5.300	%	99.119	%	1,683	30

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

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

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

Repayment of senior notes and related derivative settlements

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

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

Dividends

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


				Dividends paid (in millions of dollars)			Number of Class B Non-Voting Shares issued (in thousands) 1
Declaration date	Record date	Payment date	Dividend per share (dollars)	In cash	In Class B Non-Voting Shares	Total

January 31, 2024	March 11, 2024	April 3, 2024	0.50	183	83	266	1,552
April 23, 2024	June 10, 2024	July 5, 2024	0.50	185	81	266	1,651



February 1, 2023	March 10, 2023	April 3, 2023	0.50	252	—	252	—
April 25, 2023	June 9, 2023	July 5, 2023	0.50	264	—	264	—
July 25, 2023	September 8, 2023	October 3, 2023	0.50	191	74	265	1,454
November 8, 2023	December 8, 2023	January 2, 2024	0.50	190	75	265	1,244

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


Rogers Communications Inc.	18	Second Quarter 2024

Free cash flow


	Three months ended June 30			Six months ended June 30
(In millions of dollars)	2024	2023	% Chg	2024	2023	% Chg

Adjusted EBITDA	2,325	2,190	6	4,539	3,841	18
Deduct:
Capital expenditures 1	999	1,079	(7)	2,057	1,971	4
Interest on borrowings, net and capitalized interest	502	510	(2)	998	749	33
Cash income taxes 2	158	125	26	232	275	(16)


Free cash flow	666	476	40	1,252	846	48

2 Cash income taxes are net of refunds received.

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


Rogers Communications Inc.	19	Second Quarter 2024

Overview of Financial Position

Consolidated statements of financial position


	As at	As at
	June 30	December 31
(In millions of dollars)	2024	2023	$ Chg	% Chg	Explanation of significant changes

Assets
Current assets:
Cash and cash equivalents	451	800	(349)	(44)	See "Managing our Liquidity and Financial Resources".

Accounts receivable	4,853	4,996	(143)	(3)	Reflects business seasonality.
Inventories	512	456	56	12	Primarily reflects a seasonal increase in Wireless handset inventories.
Current portion of contract assets	185	163	22	13	n/m
Other current assets	849	1,202	(353)	(29)	Primarily reflects lower non-operational receivable balances following collection.
Current portion of derivative instruments	105	80	25	31	Reflects the change in market values of certain debt derivatives and expenditure derivatives as a result of the depreciation of the Cdn$ relative to the US$.
Assets held for sale	137	137	—	—	n/m
Total current assets	7,092	7,834	(742)	(9)

Property, plant and equipment	24,691	24,332	359	1	Reflects capital expenditures incurred, partially offset by depreciation expense related to our asset base.
Intangible assets	18,098	17,896	202	1	Reflects amortization expense related to the intangible assets acquired in the Shaw Transaction.
Investments	605	598	7	1	n/m
Derivative instruments	821	571	250	44	Reflects the change in market values of certain debt derivatives as a result of the depreciation of the Cdn$ relative to the US$.
Financing receivables	1,006	1,101	(95)	(9)	Reflects lower financing receivables as a result of fewer subscribers upgrading their devices.
Other long-term assets	725	670	55	8	n/m

Goodwill	16,280	16,280	—	—	n/m

Total assets	69,318	69,282	36	—

Liabilities and shareholders' equity
Current liabilities:

Short-term borrowings	3,039	1,750	1,289	74	See "Managing our Liquidity and Financial Resources".
Accounts payable and accrued liabilities	3,631	4,221	(590)	(14)	Reflects business seasonality.

Other current liabilities	358	434	(76)	(18)	Reflects the change in market values of certain debt derivatives as a result of the depreciation of the Cdn$ relative to the US$.
Contract liabilities	749	773	(24)	(3)	n/m
Current portion of long-term debt	2,619	1,100	1,519	138	Reflects the reclassification to current of our US$1 billion senior notes due March 2025, partially offset by the repayment at maturity of our $500 million and $600 million senior notes in January 2024 and March 2024, respectively.
Current portion of lease liabilities	560	504	56	11	Reflects liabilities related to new leases.
Total current liabilities	10,956	8,782	2,174	25

Provisions	62	54	8	15	n/m
Long-term debt	37,966	39,755	(1,789)	(5)	Reflects the partial repayment of our $6 billion term loan facility and the reclassification of our US$1 billion senior notes due March 2025 to current, partially offset by the issuance of US$2.5 billion of senior notes in February 2024.
Lease liabilities	2,159	2,089	70	3	Reflects liabilities related to new leases.
Other long-term liabilities	1,361	1,783	(422)	(24)	Reflects the change in market values of debt derivatives as a result of the depreciation of the Cdn$ relative to the US$.
Deferred tax liabilities	6,197	6,379	(182)	(3)	Reflects the reversal of certain temporary taxable differences.
Total liabilities	58,701	58,842	(141)	—

Shareholders' equity	10,617	10,440	177	2	Reflects changes in retained earnings and equity reserves.

Total liabilities and shareholders' equity	69,318	69,282	36	—


Rogers Communications Inc.	20	Second Quarter 2024

Financial Condition

Available liquidity

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


As at June 30, 2024	Total sources	Drawn	Letters of credit	US CP program 1	Net available
(In millions of dollars)

Cash and cash equivalents	451	—	—	—	451
Bank credit facilities 2:
Revolving	4,000	—	10	137	3,853
Non-revolving	500	500	—	—	—
Outstanding letters of credit	5	—	5	—	—


Receivables securitization 2	2,400	2,400	—	—	—


Total	7,356	2,900	15	137	4,304

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

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


As at December 31, 2023	Total sources	Drawn	Letters of credit	US CP program 1	Net available
(In millions of dollars)

Cash and cash equivalents	800	—	—	—	800
Bank credit facilities 2:
Revolving	4,000	—	10	151	3,839
Non-revolving	500	—	—	—	500
Outstanding letters of credit	243	—	243	—	—


Receivables securitization 2	2,400	1,600	—	—	800

Total	7,943	1,600	253	151	5,939

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

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

Weighted average cost of borrowings

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


Rogers Communications Inc.	21	Second Quarter 2024

Adjusted net debt and debt leverage ratio

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


	As at June 30	As at December 31
(In millions of dollars, except ratios)	2024	2023

Current portion of long-term debt	2,619	1,100
Long-term debt	37,966	39,755
Deferred transaction costs and discounts	1,023	1,040
	41,608	41,895
Add (deduct):
Adjustment of US dollar-denominated debt to hedged rate	(1,640)	(808)
Subordinated notes adjustment 1	(1,514)	(1,496)
Short-term borrowings	3,039	1,750
Current portion of lease liabilities	560	504
Lease liabilities	2,159	2,089
Cash and cash equivalents	(451)	(800)



Adjusted net debt 2	43,761	43,134
Divided by: trailing 12-month adjusted EBITDA	9,279	8,581

Debt leverage ratio	4.7	5.0

Divided by: pro forma trailing 12-month adjusted EBITDA 2	n/a	9,095

Pro forma debt leverage ratio	n/a	4.7

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

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

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

Credit ratings

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

Issuance

S&P Global Ratings Services

Moody's

Fitch

DBRS Morningstar

Corporate credit issuer default rating

BBB- (stable)

Baa3 (stable)

BBB- (stable)

BBB (low) (stable)

Senior unsecured debt

BBB- (stable)

Baa3 (stable)

BBB- (stable)

BBB (low) (stable)

Subordinated debt

BB (stable)

Ba2 (stable)

BB (stable)

N/A 1

US commercial paper

A-3

P-3

N/A 1

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

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


Rogers Communications Inc.	22	Second Quarter 2024

Outstanding common shares


	As at June 30	As at December 31
	2024	2023

Common shares outstanding 1
Class A Voting Shares	111,152,011	111,152,011
Class B Non-Voting Shares	421,664,224	418,868,891

Total common shares	532,816,235	530,020,902

Options to purchase Class B Non-Voting Shares
Outstanding options	10,587,278	10,593,645
Outstanding options exercisable	6,753,443	4,749,678

1 Holders of Class B Non-Voting Shares are entitled to receive notice of and to attend shareholder meetings; however, they are not entitled to vote at these meetings except as required by law or stipulated by stock exchanges. If an offer is made to purchase outstanding Class A Shares, there is no requirement under applicable law or our constating documents that an offer be made for the outstanding Class B Non-Voting Shares, and there is no other protection available to shareholders under our constating documents. If an offer is made to purchase both classes of shares, the offer for the Class A Shares may be made on different terms than the offer to the holders of Class B Non-Voting Shares.

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


Rogers Communications Inc.	23	Second Quarter 2024

Financial Risk Management

This section should be read in conjunction with "Financial Risk Management" in our 2023 Annual MD&A. We use derivative instruments to manage financial risks related to our business activities. We only use derivatives to manage risk and not for speculative purposes. We also manage our exposure to both fixed and fluctuating interest rates and had fixed the interest rate on 90.6% of our outstanding debt, including short-term borrowings, as at June 30, 2024 (December 31, 2023 - 85.6%).

Debt derivatives

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

Credit facilities and US CP

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


		Three months ended June 30, 2024			Six months ended June 30, 2024
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)

Credit facilities
Debt derivatives entered	2,556	1.367	3,495	8,263	1.351	11,163
Debt derivatives settled	2,382	1.370	3,264	10,406	1.351	14,058
Net cash received on settlement			17			16

US commercial paper program
Debt derivatives entered	442	1.367	604	1,281	1.354	1,735
Debt derivatives settled	650	1.369	890	1,296	1.360	1,762
Net cash received on settlement			7			6


		Three months ended June 30, 2023			Six months ended June 30, 2023
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)

Credit facilities
Debt derivatives entered	13,839	1.343	18,580	14,797	1.343	19,873
Debt derivatives settled	9,558	1.339	12,795	9,831	1.339	13,161
Net cash paid on settlement			(90)			(95)

US commercial paper program
Debt derivatives entered	—	—	—	1,174	1.362	1,599
Debt derivatives settled	681	1.344	915	1,332	1.348	1,795
Net cash paid on settlement			(16)			(18)

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


Rogers Communications Inc.	24	Second Quarter 2024

Senior notes

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


(In millions of dollars, except interest rates)
		US$			Hedging effect
Effective date	Principal/Notional amount (US$)	Maturity date	Coupon rate		Fixed hedged (Cdn$) interest rate 1		Equivalent (Cdn$)

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

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

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

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

Lease liabilities

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


	Three months ended June 30, 2024			Six months ended June 30, 2024
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)

Debt derivatives entered	78	1.359	106	155	1.355	210
Debt derivatives settled	53	1.321	70	101	1.317	133


	Three months ended June 30, 2023			Six months ended June 30, 2023
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)

Debt derivatives entered	51	1.314	67	86	1.337	115
Debt derivatives settled	33	1.273	42	66	1.303	86

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

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


Rogers Communications Inc.	25	Second Quarter 2024

Expenditure derivatives

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

Below is a summary of the expenditure derivatives we entered into and settled during the three and six months ended June 30, 2024 and 2023.


	Three months ended June 30, 2024			Six months ended June 30, 2024
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)

Expenditure derivatives entered	420	1.348	566	510	1.341	684

Expenditure derivatives settled	315	1.324	417	600	1.325	795


	Three months ended June 30, 2023			Six months ended June 30, 2023
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)

Expenditure derivatives entered	930	1.327	1,234	1,140	1.327	1,513
Expenditure derivatives acquired	212	1.330	282	212	1.330	282
Expenditure derivatives settled	315	1.260	397	540	1.254	677

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

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

Equity derivatives

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

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

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

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

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

Cash settlements on debt derivatives and forward contracts

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


	Three months ended June 30		Six months ended June 30
(In millions of dollars, except exchange rates)	2024	2023	2024	2023

Credit facilities	17	(90)	16	(95)
US commercial paper program	7	(16)	6	(18)
Senior and subordinated notes	—	—	—	234




Net proceeds (payments) on settlement of debt derivatives and forward contracts	24	(106)	22	121


Rogers Communications Inc.	26	Second Quarter 2024

Mark-to-market value

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


	As at June 30, 2024
(In millions of dollars, except exchange rates)	Notional amount (US$)	Exchange rate	Notional amount (Cdn$)	Fair value (Cdn$)
Debt derivatives accounted for as cash flow hedges:
As assets	7,815	1.2263	9,584	878
As liabilities	9,846	1.3113	12,911	(652)
Debt derivatives not accounted for as hedges:
As assets	282	1.3612	384	2
As liabilities	914	1.3714	1,253	(2)
Net mark-to-market debt derivative asset				226





Expenditure derivatives accounted for as cash flow hedges:
As assets	1,500	1.3294	1,994	45
As liabilities	60	1.3635	82	—
Net mark-to-market expenditure derivative asset				45
Equity derivatives not accounted for as hedges:
As assets	—	—	136	1
As liabilities	—	—	184	(17)
Net mark-to-market equity derivative asset				(16)

Net mark-to-market asset				255


	As at December 31, 2023
(In millions of dollars, except exchange rates)	Notional amount (US$)	Exchange rate	Notional amount (Cdn$)	Fair value (Cdn$)
Debt derivatives accounted for as cash flow hedges:
As assets	4,557	1.1583	5,278	599
As liabilities	10,550	1.3055	13,773	(1,069)
Short-term debt derivatives not accounted for as hedges:

As liabilities	3,354	1.3526	4,537	(101)
Net mark-to-market debt derivative liability				(571)





Expenditure derivatives accounted for as cash flow hedges:
As assets	600	1.3147	789	4
As liabilities	1,050	1.3315	1,398	(19)
Net mark-to-market expenditure derivative liability				(15)
Equity derivatives not accounted for as hedges:
As assets	—	—	324	48

Net mark-to-market equity derivative asset				48

Net mark-to-market liability				(538)

Commitments and Contractual Obligations

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

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


Rogers Communications Inc.	27	Second Quarter 2024

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

Regulatory Developments

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

3800 MHz spectrum licence acquisition

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

Updates to Risks and Uncertainties

See "Risk Management" and "Regulation in our Industry" in our 2023 Annual MD&A for a discussion of the principal risks and uncertainties that could have a material adverse effect on our business and financial results as at March 5, 2024, which should be reviewed in conjunction with this MD&A. There are no updates to those risks and uncertainties.

Material Accounting Policies and Estimates

See our 2023 Annual MD&A and our 2023 Annual Audited Consolidated Financial Statements and notes thereto for a discussion of the accounting policies and estimates that are critical to the understanding of our business operations and the results of our operations.

New accounting pronouncements adopted in 2024

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

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

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

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

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

Recent accounting pronouncements not yet adopted

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

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

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

Transactions with related parties

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

We have also entered into certain transactions with our controlling shareholder and companies it controls. These transactions are subject to formal agreements approved by the Audit and Risk Committee. Total amounts paid to


Rogers Communications Inc.	28	Second Quarter 2024

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

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

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

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

Controls and procedures

There have been no changes in our internal controls over financial reporting this quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Seasonality

Our operating results generally vary from quarter to quarter as a result of changes in general economic conditions and seasonal fluctuations, among other things, in each of our reportable segments. This means our results in one quarter are not necessarily indicative of how we will perform in a future quarter. Wireless, Cable, and Media each have unique seasonal aspects to, and certain other historical trends in, their businesses. For specific discussions of the seasonal trends affecting our reportable segments, refer to our 2023 Annual MD&A.

Key Performance Indicators

We measure the success of our strategy using a number of key performance indicators that are defined and discussed in our 2023 Annual MD&A and this MD&A. We believe these key performance indicators allow us to appropriately measure our performance against our operating strategy and against the results of our peers and competitors. The following key performance indicators, some of which are supplementary financial measures (see "Non-GAAP and Other Financial Measures"), are not measurements in accordance with IFRS. They include:

•subscriber counts;

•Wireless;

•Cable; and

•homes passed (Cable);

•Wireless subscriber churn (churn);

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

•Cable average revenue per account (ARPA);

•Cable customer relationships;

•Cable market penetration (penetration);

•capital intensity; and

•total service revenue.


Rogers Communications Inc.	29	Second Quarter 2024

Non-GAAP and Other Financial Measures

We use the following "non-GAAP financial measures" and other "specified financial measures" (each within the meaning of applicable Canadian securities law). These are reviewed regularly by management and the Board in assessing our performance and making decisions regarding the ongoing operations of our business and its ability to generate cash flows. Some or all of these measures may also be used by investors, lending institutions, and credit rating agencies as indicators of our operating performance, of our ability to incur and service debt, and as measurements to value companies in the telecommunications sector. These are not standardized measures under IFRS, so may not be reliable ways to compare us to other companies.

Non-GAAP financial measures

Specified financial measure

How it is useful

How we calculate it

Most directly
comparable
IFRS financial
measure

Adjusted net
income

●

To assess the performance of our businesses before the effects of the noted items, because they affect the comparability of our financial results and could potentially distort the analysis of trends in business performance. Excluding these items does not imply that they are non-recurring.

Net (loss) income add (deduct) restructuring, acquisition and other; loss (recovery) on sale or wind down of investments; loss (gain) on disposition of property, plant and equipment; (gain) on acquisitions; loss on non-controlling interest purchase obligations; loss on repayment of long-term debt; loss on bond forward derivatives; depreciation and amortization on fair value increment of Shaw Transaction-related assets; and income tax adjustments on these items, including adjustments as a result of legislative or other tax rate changes.

Net (loss) income

Pro forma trailing 12-month adjusted EBITDA

●

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

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

Trailing 12-month adjusted EBITDA

Non-GAAP ratios

Specified financial measure

How it is useful

How we calculate it

Adjusted basic
earnings per
share

Adjusted diluted
earnings per
share

●

Adjusted net income
divided by
basic weighted average shares outstanding.

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

Pro forma debt leverage ratio

●

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

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

Total of segments measures

Specified financial measure

Most directly comparable IFRS financial measure

Adjusted EBITDA

Net income


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


Rogers Communications Inc.	30	Second Quarter 2024


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

Reconciliation of adjusted EBITDA


	Three months ended June 30		Six months ended June 30
(In millions of dollars)	2024	2023	2024	2023

Net income	394	109	650	620
Add:
Income tax expense	134	27	213	212
Finance costs	576	583	1,156	879
Depreciation and amortization	1,136	1,158	2,285	1,789
EBITDA	2,240	1,877	4,304	3,500
Add (deduct):
Other (income) expense	(5)	(18)	3	(45)
Restructuring, acquisition and other	90	331	232	386


Adjusted EBITDA	2,325	2,190	4,539	3,841

Reconciliation of pro forma trailing 12-month adjusted EBITDA


			As at December 31
(In millions of dollars)			2023

Trailing 12-month adjusted EBITDA - 12 months ended December 31, 2023			8,581
Add (deduct):
Acquired Shaw business adjusted EBITDA - January 2023 to March 2023			514





Pro forma trailing 12-month adjusted EBITDA			9,095

Reconciliation of adjusted net income


	Three months ended June 30		Six months ended June 30
(In millions of dollars)	2024	2023	2024	2023

Net income	394	109	650	620
Add (deduct):
Restructuring, acquisition and other	90	331	232	386

Depreciation and amortization on fair value increment of Shaw Transaction-related assets	220	252	462	252

Income tax impact of above items	(81)	(148)	(181)	(161)



Adjusted net income	623	544	1,163	1,097


Rogers Communications Inc.	31	Second Quarter 2024

Reconciliation of free cash flow


	Three months ended June 30		Six months ended June 30
(In millions of dollars)	2024	2023	2024	2023

Cash provided by operating activities	1,472	1,635	2,652	2,088
Add (deduct):
Capital expenditures	(999)	(1,079)	(2,057)	(1,971)
Interest on borrowings, net and capitalized interest	(502)	(510)	(998)	(749)
Interest paid, net	474	489	1,029	812
Restructuring, acquisition and other	90	331	232	386
Program rights amortization	(23)	(26)	(39)	(44)
Change in net operating assets and liabilities	120	(261)	409	443
Other adjustments 1	34	(103)	24	(119)

Free cash flow	666	476	1,252	846

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


Rogers Communications Inc.	32	Second Quarter 2024

Other Information

Consolidated financial results - quarterly summary

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


	2024		2023				2022
(In millions of dollars, except per share amounts)	Q2	Q1	Q4	Q3	Q2	Q1	Q4	Q3
Revenue
Wireless	2,466	2,528	2,868	2,584	2,424	2,346	2,578	2,267
Cable	1,964	1,959	1,982	1,993	2,013	1,017	1,019	975
Media	736	479	558	586	686	505	606	530
Corporate items and intercompany eliminations	(73)	(65)	(73)	(71)	(77)	(33)	(37)	(29)
Total revenue	5,093	4,901	5,335	5,092	5,046	3,835	4,166	3,743
Total service revenue 1	4,599	4,357	4,470	4,527	4,534	3,314	3,436	3,230

Adjusted EBITDA
Wireless	1,296	1,284	1,291	1,294	1,222	1,179	1,173	1,093
Cable	1,116	1,100	1,111	1,080	1,026	557	522	465
Media	—	(103)	4	107	4	(38)	57	76
Corporate items and intercompany eliminations	(87)	(67)	(77)	(70)	(62)	(47)	(73)	(51)
Adjusted EBITDA	2,325	2,214	2,329	2,411	2,190	1,651	1,679	1,583
Deduct (add):
Depreciation and amortization	1,136	1,149	1,172	1,160	1,158	631	648	644

Restructuring, acquisition and other	90	142	86	213	331	55	58	85
Finance costs	576	580	568	600	583	296	287	331
Other (income) expense	(5)	8	(19)	426	(18)	(27)	(10)	19
Net income before income tax expense	528	335	522	12	136	696	696	504
Income tax expense	134	79	194	111	27	185	188	133
Net income (loss)	394	256	328	(99)	109	511	508	371

Earnings (loss) per share:
Basic	$0.74	$0.48	$0.62	($0.19)	$0.21	$1.01	$1.01	$0.73
Diluted	$0.73	$0.46	$0.62	($0.20)	$0.20	$1.00	$1.00	$0.71

Net income (loss)	394	256	328	(99)	109	511	508	371
Add (deduct):
Restructuring, acquisition and other	90	142	86	213	331	55	58	85

Depreciation and amortization on fair value increment of Shaw Transaction-related assets	220	242	249	263	252	—	—	—
Loss on non-controlling interest purchase obligation	—	—	—	422	—	—	—	—
Income tax impact of above items	(81)	(100)	(85)	(120)	(148)	(13)	(12)	(20)

Income tax adjustment, tax rate change	—	—	52	—	—	—	—	—
Adjusted net income	623	540	630	679	544	553	554	436

Adjusted earnings per share:
Basic	$1.17	$1.02	$1.19	$1.28	$1.03	$1.10	$1.10	$0.86
Diluted	$1.16	$0.99	$1.19	$1.27	$1.02	$1.09	$1.09	$0.84

Capital expenditures	999	1,058	946	1,017	1,079	892	776	872
Cash provided by operating activities	1,472	1,180	1,379	1,754	1,635	453	1,145	1,216
Free cash flow	666	586	823	745	476	370	635	279

1 As defined. See "Key Performance Indicators".


Rogers Communications Inc.	33	Second Quarter 2024

Summary of financial information of long-term debt guarantor

Our outstanding public debt, amounts drawn on our bank credit and letter of credit facilities, and derivatives are unsecured obligations of RCI, as obligor, and RCCI, as either co-obligor or guarantor, as applicable.

The selected unaudited consolidating summary financial information for RCI for the periods identified below, presented with a separate column for: (i) RCI, (ii) RCCI, (iii) our non-guarantor subsidiaries on a combined basis, (iv) consolidating adjustments, and (v) the total consolidated amounts, is set forth as follows:


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


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


As at period end	RCI 1,2		RCCI 1,2		Non-guarantor subsidiaries 1,2		Consolidating adjustments 1,2		Total
(unaudited) (In millions of dollars)	Jun. 30 2024	Dec. 31 2023	Jun. 30 2024	Dec. 31 2023	Jun. 30 2024	Dec. 31 2023	Jun. 30 2024	Dec. 31 2023	Jun. 30 2024	Dec. 31 2023
Selected Statements of Financial Position data measure:
Current assets	47,414	44,427	45,615	43,991	10,733	10,803	(96,670)	(91,387)	7,092	7,834
Non-current assets	64,174	63,073	52,251	57,016	5,958	7,593	(60,157)	(66,234)	62,226	61,448
Current liabilities	50,850	44,638	63,865	68,370	8,895	9,119	(112,654)	(113,345)	10,956	8,782
Non-current liabilities	43,171	45,437	14,613	15,820	638	739	(10,677)	(11,936)	47,745	50,060

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

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


Rogers Communications Inc.	34	Second Quarter 2024

About Forward-Looking Information

This MD&A includes "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws (collectively, "forward-looking information"), and assumptions about, among other things, our business, operations, and financial performance and condition approved by our management on the date of this MD&A. This forward-looking information and these assumptions include, but are not limited to, statements about our objectives and strategies to achieve those objectives, and about our beliefs, plans, expectations, anticipations, estimates, or intentions.

Forward-looking information

•typically includes words like could, expect, may, anticipate, assume, believe, intend, estimate, plan, project, guidance, outlook, target, and similar expressions;

•includes conclusions, forecasts, and projections that are based on our current objectives and strategies and on estimates, expectations, assumptions, and other factors that we believe to have been reasonable at the time they were applied but may prove to be incorrect; and

•was approved by our management on the date of this MD&A.

Our forward-looking information includes forecasts and projections related to the following items, among others:

•revenue;

•total service revenue;

•adjusted EBITDA;

•capital expenditures;

•cash income tax payments;

•free cash flow;

•dividend payments;

•the growth of new products and services;

•expected growth in subscribers and the services to which they subscribe;

•the cost of acquiring and retaining subscribers and deployment of new services;

•continued cost reductions and efficiency improvements;

•our debt leverage ratio;

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

•all other statements that are not historical facts.

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

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

•currency exchange rates and interest rates;

•product pricing levels and competitive intensity;

•subscriber growth;

•pricing, usage, and churn rates;

•changes in government regulation;

•technology and network deployment;

•availability of devices;

•timing of new product launches;

•content and equipment costs;

•the integration of acquisitions; and

•industry structure and stability.

Except as otherwise indicated, this MD&A and our forward-looking information do not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations, or other transactions that may be considered or announced or may occur after the date on which the statement containing the forward-looking information is made.

Risks and uncertainties

Actual events and results can be substantially different from what is expressed or implied by forward-looking information as a result of risks, uncertainties, and other factors, many of which are beyond our control, including, but not limited to:

•regulatory changes;

•technological changes;

•economic, geopolitical, and other conditions affecting commercial activity;

•unanticipated changes in content or equipment costs;

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

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

•the integration of acquisitions;

•litigation and tax matters;

•the level of competitive intensity;

•the emergence of new opportunities;

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

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

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

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


Rogers Communications Inc.	35	Second Quarter 2024

These factors can also affect our objectives, strategies, and intentions. Many of these factors are beyond our control or our current expectations or knowledge. Should one or more of these risks, uncertainties, or other factors materialize, our objectives, strategies, or intentions change, or any other factors or assumptions underlying the forward-looking information prove incorrect, our actual results and our plans could vary significantly from what we currently foresee.

Accordingly, we warn investors to exercise caution when considering statements containing forward-looking information and caution them that it would be unreasonable to rely on such statements as creating legal rights regarding our future results or plans. We are under no obligation (and we expressly disclaim any such obligation) to update or alter any statements containing forward-looking information or the factors or assumptions underlying them, whether as a result of new information, future events, or otherwise, except as required by law. All of the forward-looking information in this MD&A is qualified by the cautionary statements herein.

Before making an investment decision

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

# # #


Rogers Communications Inc.	36	Second Quarter 2024

Exhibit 99.2

Rogers Communications Inc.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Three and six months ended June 30, 2024 and 2023


Rogers Communications Inc.	1	Second Quarter 2024

Rogers Communications Inc.

Interim Condensed Consolidated Statements of Income

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


		Three months ended June 30		Six months ended June 30
	Note	2024	2023	2024	2023

Revenue	5	5,093	5,046	9,994	8,881

Operating expenses:
Operating costs	6	2,768	2,856	5,455	5,040
Depreciation and amortization		1,136	1,158	2,285	1,789

Restructuring, acquisition and other	7	90	331	232	386
Finance costs	8	576	583	1,156	879
Other (income) expense	9	(5)	(18)	3	(45)

Income before income tax expense		528	136	863	832
Income tax expense		134	27	213	212

Net income for the period		394	109	650	620

Earnings per share:
Basic	10	$0.74	$0.21	$1.22	$1.20
Diluted	10	$0.73	$0.20	$1.20	$1.19

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


Rogers Communications Inc.	2	Second Quarter 2024

Rogers Communications Inc.

Interim Condensed Consolidated Statements of Comprehensive Income

(In millions of Canadian dollars, unaudited)


	Three months ended June 30		Six months ended June 30
	2024	2023	2024	2023

Net income for the period	394	109	650	620

Other comprehensive loss:

Items that will not be reclassified to income:






Equity investments measured at fair value through other comprehensive income (FVTOCI):
Increase (decrease) in fair value	3	22	6	(116)

Related income tax (expense) recovery	(2)	(2)	(1)	16

Equity investments measured at FVTOCI	1	20	5	(100)


Items that may subsequently be reclassified to income:
Cash flow hedging derivative instruments:
Unrealized gain (loss) in fair value of derivative instruments	78	(595)	799	(461)
Reclassification to net income of (gain) loss on debt derivatives	(243)	461	(748)	491

Reclassification to net income or property, plant and equipment of gain on expenditure derivatives	(16)	(22)	(26)	(47)
Reclassification to net income for accrued interest	(15)	(16)	(26)	(27)
Related income tax (expense) recovery	(6)	72	(104)	63

Cash flow hedging derivative instruments	(202)	(100)	(105)	19

Share of other comprehensive (loss) income of equity-accounted investments, net of tax	(4)	(4)	1	(2)


Other comprehensive loss for the period	(205)	(84)	(99)	(83)

Comprehensive income for the period	189	25	551	537

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


Rogers Communications Inc.	3	Second Quarter 2024

Rogers Communications Inc.

Interim Condensed Consolidated Statements of Financial Position

(In millions of Canadian dollars, unaudited)


		As at June 30	As at December 31
	Note	2024	2023


Assets
Current assets:
Cash and cash equivalents		451	800

Accounts receivable	12	4,853	4,996
Inventories		512	456
Current portion of contract assets		185	163
Other current assets		849	1,202
Current portion of derivative instruments	11	105	80
Assets held for sale		137	137
Total current assets		7,092	7,834

Property, plant and equipment		24,691	24,332
Intangible assets		18,098	17,896
Investments	14	605	598
Derivative instruments	11	821	571
Financing receivables	12	1,006	1,101
Other long-term assets		725	670

Goodwill		16,280	16,280

Total assets		69,318	69,282

Liabilities and shareholders' equity
Current liabilities:

Short-term borrowings	15	3,039	1,750
Accounts payable and accrued liabilities		3,631	4,221

Other current liabilities		358	434
Contract liabilities		749	773
Current portion of long-term debt	16	2,619	1,100
Current portion of lease liabilities	17	560	504
Total current liabilities		10,956	8,782

Provisions		62	54
Long-term debt	16	37,966	39,755
Lease liabilities	17	2,159	2,089
Other long-term liabilities		1,361	1,783
Deferred tax liabilities		6,197	6,379
Total liabilities		58,701	58,842

Shareholders' equity	18	10,617	10,440

Total liabilities and shareholders' equity		69,318	69,282

Subsequent events	18
Commitments	21

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


Rogers Communications Inc.	4	Second Quarter 2024

Rogers Communications Inc.

Interim Condensed Consolidated Statements of Changes in Shareholders' Equity

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


	Class A Voting Shares		Class B Non-Voting Shares
Six months ended June 30, 2024	Amount	Number of shares (000s)	Amount	Number of shares (000s)	Retained earnings	FVTOCI investment reserve	Hedging reserve	Equity investment reserve	Total shareholders' equity
Balances, January 1, 2024	71	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	—	—	—	—	—	5	—	—	5
Derivative instruments accounted for as hedges, net of tax	—	—	—	—	—	—	(105)	—	(105)
Share of equity-accounted investments, net of tax	—	—	—	—	—	—	—	1	1
Total other comprehensive income	—	—	—	—	—	5	(105)	1	(99)
Comprehensive income for the period	—	—	—	—	650	5	(105)	1	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


	Class A Voting Shares		Class B Non-Voting Shares
Six months ended June 30, 2023	Amount	Number of shares (000s)	Amount	Number of shares (000s)	Retained earnings	FVTOCI investment reserve	Hedging reserve	Equity investment reserve	Total shareholders' equity
Balances, January 1, 2023	71	111,152	397	393,773	9,816	672	(872)	8	10,092
Net income for the period	—	—	—	—	620	—	—	—	620

Other comprehensive (loss) income:

FVTOCI investments, net of tax	—	—	—	—	—	(100)	—	—	(100)
Derivative instruments accounted for as hedges, net of tax	—	—	—	—	—	—	19	—	19
Share of equity-accounted investments, net of tax	—	—	—	—	—	—	—	(2)	(2)
Total other comprehensive (loss) income	—	—	—	—	—	(100)	19	(2)	(83)
Comprehensive income for the period	—	—	—	—	620	(100)	19	(2)	537




Transactions with shareholders recorded directly in equity:

Dividends declared	—	—	—	—	(517)	—	—	—	(517)

Shares issued as consideration	—	—	1,450	23,641	—	—	—	—	1,450

Total transactions with shareholders	—	—	1,450	23,641	(517)	—	—	—	933

Balances, June 30, 2023	71	111,152	1,847	417,414	9,919	572	(853)	6	11,562

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


Rogers Communications Inc.	5	Second Quarter 2024

Rogers Communications Inc.

Interim Condensed Consolidated Statements of Cash Flows

(In millions of Canadian dollars, unaudited)


		Three months ended June 30		Six months ended June 30
	Note	2024	2023	2024	2023
Operating activities:
Net income for the period		394	109	650	620
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		1,136	1,158	2,285	1,789
Program rights amortization		23	26	39	44
Finance costs	8	576	583	1,156	879
Income tax expense		134	27	213	212
Post-employment benefits contributions, net of expense		20	6	35	4
Income from associates and joint ventures	9	—	(6)	(1)	(20)
Other		(59)	85	(55)	90
Cash provided by operating activities before changes in net operating assets and liabilities, income taxes paid, and interest paid		2,224	1,988	4,322	3,618
Change in net operating assets and liabilities	22	(120)	261	(409)	(443)

Income taxes paid		(158)	(125)	(232)	(275)
Interest paid		(474)	(489)	(1,029)	(812)

Cash provided by operating activities		1,472	1,635	2,652	2,088

Investing activities:
Capital expenditures		(999)	(1,079)	(2,057)	(1,971)
Additions to program rights		(10)	(12)	(23)	(37)
Changes in non-cash working capital related to capital expenditures and intangible assets		(48)	9	39	(29)
Acquisitions and other strategic transactions, net of cash acquired	13	(380)	(17,001)	(475)	(17,001)
Other		(1)	3	12	12

Cash used in investing activities		(1,438)	(18,080)	(2,504)	(19,026)

Financing activities:
Net (repayment of) proceeds received from short-term borrowings	15	(43)	(1,931)	1,261	(589)
Net (repayment) issuance of long-term debt	16	(18)	5,788	(1,126)	5,400
Net proceeds (payments) on settlement of debt derivatives and forward contracts	11	24	(106)	22	121
Transaction costs incurred	16	(4)	(1)	(46)	(265)
Principal payments of lease liabilities	17	(119)	(84)	(231)	(165)

Dividends paid		(182)	(252)	(372)	(505)
Other		(5)	—	(5)	—

Cash (used in) provided by financing activities		(347)	3,414	(497)	3,997

Change in cash and cash equivalents and restricted cash and cash equivalents		(313)	(13,031)	(349)	(12,941)
Cash and cash equivalents and restricted cash and cash equivalents, beginning of period		764	13,390	800	13,300

Cash and cash equivalents, end of period		451	359	451	359

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


Rogers Communications Inc.	6	Second Quarter 2024

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 report our results of operations in three reportable segments. Each segment and the nature of its business is as follows:


Segment			Principal activities
Wireless			Wireless telecommunications operations for Canadian consumers and businesses.
Cable			Cable telecommunications operations, including Internet, television and other video (Video), Satellite, telephony (Home Phone), and home monitoring services for Canadian consumers and businesses, and network connectivity through our fibre network and data centre assets to support a range of voice, data, networking, hosting, and cloud-based services for the business, public sector, and carrier wholesale markets.
Media			A diversified portfolio of media properties, including sports media and entertainment, television and radio broadcasting, specialty channels, multi-platform shopping, and digital media.

During the six months ended June 30, 2024, Wireless and Cable were operated by our wholly owned subsidiary, Rogers Communications Canada Inc. (RCCI), and certain other wholly owned subsidiaries. Media was operated by our wholly owned subsidiary, Rogers Media Inc., and its subsidiaries.

Our operating results are subject to seasonal fluctuations that materially impact quarter-to-quarter operating results and thus, one quarter's operating results are not necessarily indicative of a subsequent quarter's operating results. These typical fluctuations are described in note 1 to our annual audited consolidated financial statements for the year ended December 31, 2023 (2023 financial statements).

Statement of Compliance

We prepared our interim condensed consolidated financial statements for the three and six months ended June 30, 2024 (second quarter 2024 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 2023 financial statements with the exception of new accounting policies that were adopted on January 1, 2024 as described in note 2. These second quarter 2024 interim financial statements were approved by the Audit and Risk Committee of RCI's Board of Directors (the Board) on July 23, 2024.

NOTE 2: MATERIAL ACCOUNTING POLICIES

Basis of Presentation

The notes presented in these second quarter 2024 interim financial statements include only material transactions and changes occurring for the six months since our year-end of December 31, 2023 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 2024 interim financial statements should be read in conjunction with the 2023 financial statements.

All dollar amounts are in Canadian dollars unless otherwise stated.

New Accounting Pronouncements Adopted in 2024


Rogers Communications Inc.	7	Second Quarter 2024

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

Recent accounting pronouncements not yet adopted

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

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

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 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 acquisition of Shaw Communications Inc. (Shaw, and the Shaw Transaction) on April 3, 2023, 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. In order to meet our stated objective of returning our debt leverage ratio to approximately 3.5 within 36 months of closing the Shaw Transaction, we intend to manage our debt leverage ratio through combined operational synergies, organic growth in adjusted EBITDA, proceeds from asset sales, and debt repayment, as applicable. As at June 30, 2024 and December 31, 2023, we met our objectives for these metrics.


	As at June 30	As at December 31
(In millions of dollars, except ratios)	2024	2023

Adjusted net debt 1	43,761	43,134
Divided by: trailing 12-month adjusted EBITDA	9,279	8,581

Debt leverage ratio	4.7	5.0


Rogers Communications Inc.	8	Second Quarter 2024

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.


		Three months ended June 30		Six months ended June 30
(In millions of dollars)	Note	2024	2023	2024	2023

Adjusted EBITDA	4	2,325	2,190	4,539	3,841
Deduct:
Capital expenditures 1		999	1,079	2,057	1,971
Interest on borrowings, net and capitalized interest	8	502	510	998	749
Cash income taxes 2		158	125	232	275

Free cash flow		666	476	1,252	846

2 Cash income taxes are net of refunds received.


		Three months ended June 30		Six months ended June 30
(In millions of dollars)	Note	2024	2023	2024	2023

Cash provided by operating activities		1,472	1,635	2,652	2,088
Add (deduct):
Capital expenditures		(999)	(1,079)	(2,057)	(1,971)
Interest on borrowings, net and capitalized interest	8	(502)	(510)	(998)	(749)
Interest paid		474	489	1,029	812
Restructuring, acquisition and other	7	90	331	232	386
Program rights amortization		(23)	(26)	(39)	(44)
Change in net operating assets and liabilities	22	120	(261)	409	443
Other adjustments 1		34	(103)	24	(119)

Free cash flow		666	476	1,252	846

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, 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, 2024 and December 31, 2023, 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.


Rogers Communications Inc.	9	Second Quarter 2024


As at June 30, 2024		Total sources	Drawn	Letters of credit	US CP program 1	Net available
(In millions of dollars)	Note

Cash and cash equivalents		451	—	—	—	451
Bank credit facilities 2:
Revolving	16	4,000	—	10	137	3,853
Non-revolving	15	500	500	—	—	—
Outstanding letters of credit		5	—	5	—	—


Receivables securitization 2	15	2,400	2,400	—	—	—


Total		7,356	2,900	15	137	4,304

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


As at December 31, 2023		Total sources	Drawn	Letters of credit	US CP program 1	Net available
(In millions of dollars)	Note

Cash and cash equivalents		800	—	—	—	800
Bank credit facilities 2:
Revolving	16	4,000	—	10	151	3,839
Non-revolving	15	500	—	—	—	500
Outstanding letters of credit		243	—	243	—	—


Receivables securitization 2	15	2,400	1,600	—	—	800

Total		7,943	1,600	253	151	5,939

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

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 2023 financial statements. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. We account for transactions between reportable segments in the same way we account for transactions with external parties, however eliminate them on consolidation.

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


Rogers Communications Inc.	10	Second Quarter 2024

Information by Segment


Three months ended June 30, 2024	Note	Wireless	Cable	Media	Corporate items and eliminations	Consolidated totals
(In millions of dollars)

Revenue	5	2,466	1,964	736	(73)	5,093
Operating costs	6	1,170	848	736	14	2,768

Adjusted EBITDA		1,296	1,116	—	(87)	2,325

Depreciation and amortization						1,136

Restructuring, acquisition and other	7					90
Finance costs	8					576
Other income	9					(5)

Income before income taxes						528


Three months ended June 30, 2023	Note	Wireless	Cable	Media	Corporate items and eliminations	Consolidated totals
(In millions of dollars)

Revenue	5	2,424	2,013	686	(77)	5,046
Operating costs	6	1,202	987	682	(15)	2,856

Adjusted EBITDA		1,222	1,026	4	(62)	2,190

Depreciation and amortization						1,158

Restructuring, acquisition and other	7					331
Finance costs	8					583
Other income	9					(18)

Income before income taxes						136


Six months ended June 30, 2024	Note	Wireless	Cable	Media	Corporate items and eliminations	Consolidated totals
(In millions of dollars)

Revenue	5	4,994	3,923	1,215	(138)	9,994
Operating costs	6	2,414	1,707	1,318	16	5,455

Adjusted EBITDA		2,580	2,216	(103)	(154)	4,539

Depreciation and amortization						2,285

Restructuring, acquisition and other	7					232
Finance costs	8					1,156
Other expense	9					3

Income before income taxes						863


Rogers Communications Inc.	11	Second Quarter 2024


Six months ended June 30, 2023	Note	Wireless	Cable	Media	Corporate items and eliminations	Consolidated totals
(In millions of dollars)

Revenue	5	4,770	3,030	1,191	(110)	8,881
Operating costs	6	2,369	1,447	1,225	(1)	5,040

Adjusted EBITDA		2,401	1,583	(34)	(109)	3,841

Depreciation and amortization						1,789

Restructuring, acquisition and other	7					386
Finance costs	8					879
Other income	9					(45)

Income before income taxes						832

NOTE 5: REVENUE


	Three months ended June 30		Six months ended June 30
(In millions of dollars)	2024	2023	2024	2023

Wireless
Service revenue	1,988	1,920	3,984	3,756
Equipment revenue	478	504	1,010	1,014

Total Wireless	2,466	2,424	4,994	4,770

Cable
Service revenue	1,948	2,005	3,895	3,011
Equipment revenue	16	8	28	19

Total Cable	1,964	2,013	3,923	3,030

Total Media	736	686	1,215	1,191

Corporate items and intercompany eliminations	(73)	(77)	(138)	(110)

Total revenue	5,093	5,046	9,994	8,881

Total service revenue	4,599	4,534	8,956	7,848
Total equipment revenue	494	512	1,038	1,033

Total revenue	5,093	5,046	9,994	8,881

NOTE 6: OPERATING COSTS


	Three months ended June 30		Six months ended June 30
(In millions of dollars)	2024	2023	2024	2023

Cost of equipment sales	511	518	1,061	1,036
Merchandise for resale	54	51	98	103
Other external purchases	1,530	1,535	3,073	2,679
Employee salaries, benefits, and stock-based compensation	673	752	1,223	1,222

Total operating costs	2,768	2,856	5,455	5,040


Rogers Communications Inc.	12	Second Quarter 2024

NOTE 7: RESTRUCTURING, ACQUISITION AND OTHER


	Three months ended June 30		Six months ended June 30
(In millions of dollars)	2024	2023	2024	2023

Restructuring and other	66	143	178	165
Shaw Transaction-related costs	24	188	54	221

Total restructuring, acquisition and other	90	331	232	386

NOTE 8: FINANCE COSTS


		Three months ended June 30		Six months ended June 30
(In millions of dollars)	Note	2024	2023	2024	2023

Total interest on borrowings 1		512	522	1,020	915
Interest earned on restricted cash and cash equivalents		—	(3)	—	(149)

Interest on borrowings, net		512	519	1,020	766
Interest on lease liabilities	17	34	27	69	50
Interest on post-employment benefits liability		—	(5)	(2)	(7)
Loss (gain) on foreign exchange		30	(141)	139	(127)
Change in fair value of derivative instruments		(24)	144	(122)	133
Capitalized interest		(10)	(9)	(22)	(17)
Deferred transaction costs and other		34	48	74	81

Total finance costs		576	583	1,156	879

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

NOTE 9: OTHER (INCOME) EXPENSE


		Three months ended June 30		Six months ended June 30
(In millions of dollars)	Note	2024	2023	2024	2023

Income from associates and joint ventures	14	—	(6)	(1)	(20)
Other (income) losses		(5)	(12)	4	(25)

Total other (income) expense		(5)	(18)	3	(45)


Rogers Communications Inc.	13	Second Quarter 2024

NOTE 10: EARNINGS PER SHARE


	Three months ended June 30		Six months ended June 30
(In millions of dollars, except per share amounts)	2024	2023	2024	2023

Numerator (basic) - Net income for the period	394	109	650	620


Denominator - Number of shares (in millions):
Weighted average number of shares outstanding - basic	533	529	532	517
Effect of dilutive securities (in millions):
Employee stock options and restricted share units	1	1	1	1

Weighted average number of shares outstanding - diluted	534	530	533	518

Earnings per share:
Basic	$0.74	$0.21	$1.22	$1.20
Diluted	$0.73	$0.20	$1.20	$1.19

For the three and six months ended June 30, 2024 and 2023, accounting for outstanding share-based payments using the equity-settled method for stock-based compensation was determined to be more dilutive than using the cash-settled method. As a result, net income for the three and six months ended June 30, 2024 was reduced by $5 million and $12 million (2023 - $4 million and $3 million), respectively, in the diluted earnings per share calculation.

A total of 10,367,671 options were excluded from the calculation of the effect of dilutive securities for the three and six months ended June 30, 2024 (2023 - 8,709,807 and 6,518,272, respectively), 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 16). 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 2024

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, 2024 and 2023.


		Three months ended June 30, 2024			Six months ended June 30, 2024
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)

Credit facilities
Debt derivatives entered	2,556	1.367	3,495	8,263	1.351	11,163
Debt derivatives settled	2,382	1.370	3,264	10,406	1.351	14,058
Net cash received on settlement			17			16

US commercial paper program
Debt derivatives entered	442	1.367	604	1,281	1.354	1,735
Debt derivatives settled	650	1.369	890	1,296	1.360	1,762
Net cash received on settlement			7			6


		Three months ended June 30, 2023			Six months ended June 30, 2023
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)

Credit facilities
Debt derivatives entered	13,839	1.343	18,580	14,797	1.343	19,873
Debt derivatives settled	9,558	1.339	12,795	9,831	1.339	13,161
Net cash paid on settlement			(90)			(95)

US commercial paper program
Debt derivatives entered	—	—	—	1,174	1.362	1,599
Debt derivatives settled	681	1.344	915	1,332	1.348	1,795
Net cash paid on settlement			(16)			(18)

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

Senior notes


(In millions of dollars, except interest rates)
		US$			Hedging effect
Effective date	Principal/Notional amount (US$)	Maturity date	Coupon rate		Fixed hedged (Cdn$) interest rate 1		Equivalent (Cdn$)

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

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

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


Rogers Communications Inc.	15	Second Quarter 2024

Lease liabilities

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


		Three months ended June 30, 2024			Six months ended June 30, 2024
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)

Debt derivatives entered	78	1.359	106	155	1.355	210
Debt derivatives settled	53	1.321	70	101	1.317	133


		Three months ended June 30, 2023			Six months ended June 30, 2023
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)

Debt derivatives entered	51	1.314	67	86	1.337	115
Debt derivatives settled	33	1.273	42	66	1.303	86

Expenditure derivatives

The tables below summarize the expenditure derivatives we entered into and settled during the three and six months ended June 30, 2024 and 2023.


		Three months ended June 30, 2024			Six months ended June 30, 2024
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)

Expenditure derivatives entered	420	1.348	566	510	1.341	684

Expenditure derivatives settled	315	1.324	417	600	1.325	795


		Three months ended June 30, 2023			Six months ended June 30, 2023
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)

Expenditure derivatives entered	930	1.327	1,234	1,140	1.327	1,513
Expenditure derivatives acquired	212	1.330	282	212	1.330	282
Expenditure derivatives settled	315	1.260	397	540	1.254	677

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.


Rogers Communications Inc.	16	Second Quarter 2024

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.

During the six months ended June 30, 2023, we entered into 0.5 million equity derivatives with a weighted average price of $58.14 as a result of the issuance of additional performance restricted share units in 2023 (see note 19).

Cash settlements on debt derivatives and forward contracts

The tables below summarize the net proceeds (payments) on settlement of debt derivatives and forward contracts during the three and six months ended June 30, 2024 and 2023.


	Three months ended June 30		Six months ended June 30
(In millions of dollars, except exchange rates)	2024	2023	2024	2023

Credit facilities	17	(90)	16	(95)
US commercial paper program	7	(16)	6	(18)
Senior and subordinated notes	—	—	—	234




Net proceeds (payments) on settlement of debt derivatives and forward contracts	24	(106)	22	121

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 value of our lease liabilities approximates their fair value because the discount rate used to calculate them approximates our current borrowing rate. 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, 2024 or December 31, 2023. There were no transfers between Level 1, Level 2, or Level 3 during the three and six months ended June 30, 2024 or 2023.


Rogers Communications Inc.	17	Second Quarter 2024

Below is a summary of our financial instruments carried at fair value as at June 30, 2024 and December 31, 2023.


	Carrying value		Fair 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)	2024	2023		2024	2023	2024	2023
Financial assets
Investments, measured at FVTOCI:

Investments in private companies	124	118		—	—	124	118
Held-for-trading:
Debt derivatives accounted for as cash flow hedges	878	599		878	599	—	—
Debt derivatives not accounted for as hedges	2	—		2	—	—	—

Expenditure derivatives accounted for as cash flow hedges	45	4		45	4	—	—
Equity derivatives not accounted for as hedges	1	48		1	48	—	—
Total financial assets	1,050	769		926	651	124	118

Financial liabilities
Long-term debt (including current portion)	40,585	40,855		38,150	39,001	—	—
Held-for-trading:
Debt derivatives accounted for as cash flow hedges	652	1,069		652	1,069	—	—
Debt derivatives not accounted for as hedges	2	101		2	101	—	—

Expenditure derivatives accounted for as cash flow hedges	—	19		—	19	—	—
Equity derivatives not accounted as hedges	17	—		17	—	—	—

Total financial liabilities	41,256	42,044		38,821	40,190	—	—

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)	2024	2023

Current financing receivables	2,115	2,111
Long-term financing receivables	1,006	1,101

Total financing receivables	3,121	3,212

NOTE 13: INTANGIBLE ASSETS

3800 MHz Spectrum Licence Acquisition


Rogers Communications Inc.	18	Second Quarter 2024

NOTE 14: INVESTMENTS


	As at June 30	As at December 31
(In millions of dollars)	2024	2023




Investments in private companies, measured at FVTOCI	124	118
Investments, associates and joint ventures	481	480

Total investments	605	598

NOTE 15: SHORT-TERM BORROWINGS


	As at June 30	As at December 31
(In millions of dollars)	2024	2023

Receivables securitization program	2,400	1,600
US commercial paper program (net of the discount on issuance)	134	150
Non-revolving credit facility borrowings (net of the discount on issuance)	505	—

Total short-term borrowings	3,039	1,750

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


		Three months ended June 30, 2024			Six months ended June 30, 2024
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)

Proceeds received from receivables securitization			—			800

Net proceeds received from receivables securitization			—			800

Proceeds received from US commercial paper	443	1.366	605	1,282	1.354	1,736
Repayment of US commercial paper	(656)	1.369	(898)	(1,305)	1.359	(1,774)
Net repayment of US commercial paper			(293)			(38)


Proceeds received from non-revolving credit facilities (US$) 1	369	1.366	504	554	1.359	753



Repayment of non-revolving credit facilities (US$) 1	(185)	1.373	(254)	(185)	1.373	(254)


Net proceeds received from non-revolving credit facilities			250			499

Net (repayment of) proceeds received from short-term borrowings			(43)			1,261


Rogers Communications Inc.	19	Second Quarter 2024


		Three months ended June 30, 2023			Six months ended June 30, 2023
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)


Repayment of receivables securitization			(1,000)			(1,000)
Net repayment of receivables securitization			(1,000)			(1,000)

Proceeds received from US commercial paper	—	—	—	1,174	1.362	1,599
Repayment of US commercial paper	(687)	1.345	(924)	(1,341)	1.348	(1,807)
Net repayment of US commercial paper			(924)			(208)

Proceeds received from non-revolving credit facilities (Cdn$) 1			—			375
Proceeds received from non-revolving credit facilities (US$)	460	1.357	624	1,198	1.349	1,616
Total proceeds received from non-revolving credit facilities			624			1,991

Repayment of non-revolving credit facilities (Cdn$) 1			(4)			(379)
Repayment of non-revolving credit facilities (US$)	(465)	1.348	(627)	(738)	1.346	(993)
Total repayment of non-revolving credit facilities			(631)			(1,372)

Net (repayment of) proceeds received from non-revolving credit facilities			(7)			619

Net repayment of short-term borrowings			(1,931)			(589)

Receivables Securitization Program

Below is a summary of our receivables securitization program as at June 30, 2024 and December 31, 2023.


	As at June 30	As at December 31
(In millions of dollars)	2024	2023

Receivables sold to buyer as security	3,144	3,178
Short-term borrowings from buyer	(2,400)	(1,600)

Overcollateralization	744	1,578

Below is a summary of the activity related to our receivables securitization program for the three and six months ended June 30, 2024 and 2023.


	Three months ended June 30		Six months ended June 30
(In millions of dollars)	2024	2023	2024	2023

Receivables securitization program, beginning of period	2,400	2,400	1,600	2,400
Receivables securitization program assumed	—	200	—	200
Net proceeds received from (repayment of) receivables securitization	—	(1,000)	800	(1,000)

Receivables securitization program, end of period	2,400	1,600	2,400	1,600


Rogers Communications Inc.	20	Second Quarter 2024

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, 2024 and 2023.


		Three months ended June 30, 2024			Six months ended June 30, 2024
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)

US commercial paper program, beginning of period	306	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	5	1.400	7	8	1.375	11
Loss on foreign exchange 1			5			11

US commercial paper program, end of period	98	1.367	134	98	1.367	134

1 Included in finance costs.


		Three months ended June 30, 2023			Six months ended June 30, 2023
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)

US commercial paper program, beginning of period	680	1.356	922	158	1.354	214
Net repayment of US commercial paper	(687)	1.345	(924)	(167)	1.246	(208)
Discounts on issuance 1	7	1.286	9	9	1.333	12
Gain on foreign exchange 1			(7)			(18)

US commercial paper program, end of period	—	—	—	—	—	—

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.

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, 2024 and 2023.


	Three months ended June 30		Six months ended June 30
(In millions of dollars)	2024	2023	2024	2023

Non-revolving credit facility, beginning of period	251	1,001	—	371
Net (repayment of) proceeds received from non-revolving credit facility	250	(7)	499	619
Discounts on issuance 1	—	7	—	7
Loss (gain) on foreign exchange 1	4	(18)	6	(14)

Non-revolving credit facility, end of period	505	983	505	983

1 Included in finance costs.

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.

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 2024

NOTE 16: LONG-TERM DEBT


			Principal amount	Interest rate		As at June 30	As at December 31
(In millions of dollars, except interest rates)	Due date					2024	2023




Term loan facility			4,400	Floating		997	4,286
Senior notes	2024		600	4.000	%	—	600
Senior notes 1	2024		500	4.350	%	—	500
Senior notes	2025	US	1,000	2.950	%	1,369	1,323
Senior notes	2025		1,250	3.100	%	1,250	1,250
Senior notes	2025	US	700	3.625	%	958	926
Senior notes	2026		500	5.650	%	500	500
Senior notes	2026	US	500	2.900	%	684	661
Senior notes	2027		1,500	3.650	%	1,500	1,500
Senior notes 1	2027		300	3.800	%	300	300
Senior notes	2027	US	1,300	3.200	%	1,779	1,719
Senior notes	2028		1,000	5.700	%	1,000	1,000
Senior notes 1	2028		500	4.400	%	500	500
Senior notes 1	2029		500	3.300	%	500	500
Senior notes	2029		1,000	3.750	%	1,000	1,000
Senior notes	2029		1,000	3.250	%	1,000	1,000
Senior notes	2029	US	1,250	5.000	%	1,711	—
Senior notes	2030		500	5.800	%	500	500
Senior notes 1	2030		500	2.900	%	500	500
Senior notes	2032	US	2,000	3.800	%	2,737	2,645
Senior notes	2032		1,000	4.250	%	1,000	1,000
Senior debentures 2	2032	US	200	8.750	%	274	265
Senior notes	2033		1,000	5.900	%	1,000	1,000
Senior notes	2034	US	1,250	5.300	%	1,711	—
Senior notes	2038	US	350	7.500	%	479	463
Senior notes	2039		500	6.680	%	500	500
Senior notes 1	2039		1,450	6.750	%	1,450	1,450
Senior notes	2040		800	6.110	%	800	800
Senior notes	2041		400	6.560	%	400	400
Senior notes	2042	US	750	4.500	%	1,027	992
Senior notes	2043	US	500	4.500	%	684	661
Senior notes	2043	US	650	5.450	%	890	860
Senior notes	2044	US	1,050	5.000	%	1,437	1,389
Senior notes	2048	US	750	4.300	%	1,027	992
Senior notes 1	2049		300	4.250	%	300	300
Senior notes	2049	US	1,250	4.350	%	1,711	1,653
Senior notes	2049	US	1,000	3.700	%	1,369	1,323
Senior notes	2052	US	2,000	4.550	%	2,737	2,645
Senior notes	2052		1,000	5.250	%	1,000	1,000
Subordinated notes 3	2081		2,000	5.000	%	2,000	2,000
Subordinated notes 3	2082	US	750	5.250	%	1,027	992
						41,608	41,895
Deferred transaction costs and discounts						(1,023)	(1,040)
Less current portion						(2,619)	(1,100)

Total long-term debt						37,966	39,755

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, 2024 and December 31, 2023.

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, 2024 and December 31, 2023.

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.


Rogers Communications Inc.	22	Second Quarter 2024

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


		Three months ended June 30, 2024			Six months ended June 30, 2024
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)












Term loan facility net repayments (US$) 1	(10)	n/m	(18)	(2,512)	1.351	(3,393)
Net repayments under term loan facility			(18)			(3,393)


Senior note issuances (US$)	—	—	—	2,500	1.347	3,367


Senior note repayments (Cdn$)			—			(1,100)



Net issuance of senior notes			—			2,267



Net repayment of long-term debt			(18)			(1,126)

n/m - not meaningful


		Three months ended June 30, 2023			Six months ended June 30, 2023
(In millions of dollars, except exchange rates)	Notional (US$)	Exchange rate	Notional (Cdn$)	Notional (US$)	Exchange rate	Notional (Cdn$)


Credit facility borrowings (US$)	—	—	—	220	1.368	301



Credit facility repayments (US$)	(220)	1.336	(294)	(220)	1.336	(294)


Net (repayments) borrowings under credit facilities			(294)			7

Term loan facility net borrowings (US$) 1	4,506	1.350	6,082	4,506	1.350	6,082

Net borrowings under term loan facility			6,082			6,082






Senior note repayments (US$)	—	—	—	(500)	1.378	(689)


Net repayment of senior notes			—			(689)



Net issuance of long-term debt			5,788			5,400


	Three months ended June 30		Six months ended June 30
(In millions of dollars)	2024	2023	2024	2023

Long-term debt net of transaction costs, beginning of period	40,320	31,364	40,855	31,733
Net (repayment) issuance of long-term debt	(18)	5,788	(1,126)	5,400
Long-term debt assumed	—	4,526	—	4,526
Loss (gain) on foreign exchange	251	(577)	839	(585)
Deferred transaction costs incurred	(3)	(1)	(53)	(4)
Amortization of deferred transaction costs	35	36	70	66

Long-term debt net of transaction costs, end of period	40,585	41,136	40,585	41,136

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


Rogers Communications Inc.	23	Second Quarter 2024

repay an additional $3.4 billion of the facility such that only $1 billion remains outstanding under the April 2026 tranche.

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

Senior Notes

Issuance of senior notes and related debt derivatives

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


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

2024 issuances
February 9, 2024	US	1,250	2029	5.000	%	99.714	%	1,684	20
February 9, 2024	US	1,250	2034	5.300	%	99.119	%	1,683	30

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

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

Repayment of senior notes and related derivative settlements

During the six months ended June 30, 2024, we repaid the entire outstanding principal of our $500 million 4.35% and $600 million 4.00% senior notes at maturity. There were no derivatives associated with these senior notes.

During the six months ended June 30, 2023, we repaid the entire outstanding principal amount of our US$500 million 3.00% senior notes and the associated debt derivatives at maturity. As a result, we repaid $515 million, including receipt of $174 million received on settlement of the associated debt derivatives.

NOTE 17: LEASES

Below is a summary of the activity related to our lease liabilities for the three and six months ended June 30, 2024 and 2023.


	Three months ended June 30		Six months ended June 30
(In millions of dollars)	2024	2023	2024	2023

Lease liabilities, beginning of period	2,667	2,048	2,593	2,028
Net additions	169	172	355	272
Lease liabilities assumed	—	327	—	327
Interest on lease liabilities	34	27	69	50
Interest payments on lease liabilities	(32)	(23)	(67)	(45)
Principal payments of lease liabilities	(119)	(84)	(231)	(165)


Lease liabilities, end of period	2,719	2,467	2,719	2,467


Rogers Communications Inc.	24	Second Quarter 2024

NOTE 18: SHAREHOLDERS' EQUITY

Dividends

Below is a summary of the dividends we declared and paid on our outstanding RCI Class A Voting common shares (Class A Shares) and Class B Non-Voting Shares in 2024 and 2023.


				Dividends paid (in millions of dollars)			Number of Class B Non-Voting Shares issued (in thousands) 1
Declaration date	Record date	Payment date	Dividend per share (dollars)	In cash	In Class B Non-Voting Shares	Total

January 31, 2024	March 11, 2024	April 3, 2024	0.50	183	83	266	1,552
April 23, 2024	June 10, 2024	July 5, 2024	0.50	185	81	266	1,651



February 1, 2023	March 10, 2023	April 3, 2023	0.50	252	—	252	—
April 25, 2023	June 9, 2023	July 5, 2023	0.50	264	—	264	—
July 25, 2023	September 8, 2023	October 3, 2023	0.50	191	74	265	1,454
November 8, 2023	December 8, 2023	January 2, 2024	0.50	190	75	265	1,244

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

On July 23, 2024, a dividend was declared of $0.50 per Class A Share and Class B Non-Voting Share to be paid on October 3, 2024 to shareholders of record on September 9, 2024.

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.

NOTE 19: 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, 2024 and 2023.


	Three months ended June 30		Six months ended June 30
(In millions of dollars)	2024	2023	2024	2023

Stock options	(15)	(6)	(41)	10
Restricted share units	6	6	9	12
Deferred share units	(4)	—	(8)	—
Equity derivative effect, net of interest receipt	28	15	67	14

Total stock-based compensation expense	15	15	27	36

As at June 30, 2024, we had a total liability recognized at its fair value of $129 million (December 31, 2023 - $224 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, 2024, we paid $14 million and $55 million (2023 - $16 million and $67 million), respectively, to holders of stock options, RSUs, and DSUs upon exercise using the cash settlement feature.


Rogers Communications Inc.	25	Second Quarter 2024

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, 2024 and 2023.


	Three months ended June 30, 2024		Six months ended June 30, 2024
(In number of units, except prices)	Number of options	Weighted average exercise price	Number of options	Weighted average exercise price

Outstanding, beginning of period	10,695,913	$63.90	10,593,645	$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 period	10,587,278	$63.92	10,587,278	$63.90

Exercisable, end of period	6,753,443	$63.70	6,753,443	$63.36


	Three months ended June 30, 2023		Six months ended June 30, 2023
(In number of units, except prices)	Number of options	Weighted average exercise price	Number of options	Weighted average exercise price

Outstanding, beginning of period	11,268,107	$63.87	9,860,208	$63.58
Granted	126,980	$60.60	1,594,879	$64.86
Exercised	(269,877)	$56.31	(329,877)	$54.90
Forfeited	(437,002)	$67.44	(437,002)	$67.44

Outstanding, end of period	10,688,208	$63.88	10,688,208	$63.88

Exercisable, end of period	4,337,296	$63.25	4,337,296	$63.25

We did not grant any performance options during the three and six months ended June 30, 2024 or 2023.

Unrecognized stock-based compensation expense related to stock option plans was $4 million as at June 30, 2024 (December 31, 2023 - $14 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, 2024 and 2023.


	Three months ended June 30		Six months ended June 30
(In number of units)	2024	2023	2024	2023

Outstanding, beginning of period	2,733,583	2,231,412	2,551,728	2,402,489
Granted and reinvested dividends	77,269	643,390	1,085,057	1,341,264
Exercised	(255,754)	(84,670)	(900,073)	(793,118)
Forfeited	(54,727)	(157,616)	(236,341)	(318,119)

Outstanding, end of period	2,500,371	2,632,516	2,500,371	2,632,516

Included in the above table are grants of nil and 378,296 performance RSUs to certain key employees during the three and six months ended June 30, 2024 (2023 - 509,475 and 593,895), respectively. The performance RSUs granted in 2023 have certain non-market vesting conditions related to the Shaw Transaction.

Unrecognized stock-based compensation expense related to these RSUs was $56 million as at June 30, 2024 (December 31, 2023 - $57 million) and will be recognized in net income within periods of up to the next three years as the RSUs vest.


Rogers Communications Inc.	26	Second Quarter 2024

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, 2024 and 2023.


	Three months ended June 30		Six months ended June 30
(In number of units)	2024	2023	2024	2023

Outstanding, beginning of period	1,135,582	1,045,407	956,410	1,139,885
Granted and reinvested dividends	10,353	39,236	210,899	52,515
Exercised	—	(76,989)	(21,151)	(183,982)
Forfeited	—	(157)	(223)	(921)

Outstanding, end of period	1,145,935	1,007,497	1,145,935	1,007,497

Included in the above table are grants of 1,718 and 3,230 performance DSUs to certain key executives during the three and six months ended June 30, 2024 (2023 - 1,436 and 2,888).

Unrecognized stock-based compensation expense related to granted DSUs was $8 million as at June 30, 2024 (December 31, 2023 - nil) 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 20: 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, 2024 and 2023 were less than $1 million, respectively.

Transactions with Related Parties


Rogers Communications Inc.	27	Second Quarter 2024

NOTE 21: COMMITMENTS

During the three months ended March 31, 2024, we extended an agreement with a Cable service provider, resulting in an increase in our contractual commitments of approximately $1.8 billion over the next ten years compared to our disclosure as at December 31, 2023. During the three months ended June 30, 2024, we signed new Media program rights agreements with the Edmonton Oilers, Calgary Flames, and Warner Bros. Discovery reflecting an increase in our contractual commitments of approximately $1.9 billion over the next 12 years compared to our disclosure as at December 31, 2023.

NOTE 22: SUPPLEMENTAL CASH FLOW INFORMATION

Change in Net Operating Assets and Liabilities


	Three months ended June 30		Six months ended June 30
(In millions of dollars)	2024	2023	2024	2023

Accounts receivable, excluding financing receivables	(56)	9	50	6
Financing receivables	79	66	91	89
Contract assets	(7)	(8)	(14)	(14)
Inventories	(7)	24	(57)	(93)
Other current assets	126	82	95	(15)
Accounts payable and accrued liabilities	(124)	108	(534)	(450)
Contract and other liabilities	(131)	(20)	(40)	34

Total change in net operating assets and liabilities	(120)	261	(409)	(443)


Rogers Communications Inc.	28	Second Quarter 2024


			Exhibit 99.3

ROGERS COMMUNICATIONS REPORTS SECOND QUARTER 2024 RESULTS

More Canadians continue to choose Rogers Wireless and Internet than any other carrier in Canada

•Rogers' combined mobile phone and Internet net additions of 188,000 in Q2 and 275,000 for the year to date

•Q2 postpaid mobile phone net additions of 112,000; prepaid net additions of 50,000; retail Internet net additions of 26,000

•Rogers has added industry-best 1.7 million mobile phone and Internet net additions over the past 10 quarters

Continued disciplined loading, strong execution, efficiency gains, and industry-leading financial performance

•Wireless service revenue up 4% and adjusted EBITDA up 6%; margin of 65%; blended ARPU up 1%

•Cable revenue down 2%; adjusted EBITDA up 9%; margin of 57%

•Leverage steady at 4.7 despite Q2 investment in Canada of $1 billion in capital expenditures and $475 million payment for spectrum licences to federal government in the first half ($380 million in Q2); targeting 4.2 leverage by year-end

Company reaffirms 2024 outlook

•Total service revenue growth of 8% to 10%; adjusted EBITDA growth of 12% to 15%; capital expenditures of $3.8 billion to $4.0 billion; and free cash flow of $2.9 billion to $3.1 billion

TORONTO (July 24, 2024) - Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RCI) today announced its unaudited financial and operating results for the second quarter ended June 30, 2024.

"We continued to deliver industry-leading financial results in the second quarter and attract more Canadians than any other carrier," said Tony Staffieri, President and CEO. "With the backdrop of a growing market and healthy competition, we delivered growth with record Wireless and Cable margins. We are on track to deliver our 2024 plan and I am proud of our team for continuing to out-execute our peers."

Consolidated Financial Highlights


(In millions of Canadian dollars, except per share amounts, unaudited)	Three months ended June 30			Six months ended June 30
	2024	2023	% Chg	2024	2023	% Chg

Total revenue	5,093	5,046	1	9,994	8,881	13
Total service revenue	4,599	4,534	1	8,956	7,848	14
Adjusted EBITDA 1	2,325	2,190	6	4,539	3,841	18
Net income	394	109	n/m	650	620	5
Adjusted net income 1	623	544	15	1,163	1,097	6


Diluted earnings per share	$0.73	$0.20	n/m	$1.20	$1.19	1

Adjusted diluted earnings per share 1	$1.16	$1.02	14	$2.16	$2.11	2

Cash provided by operating activities	1,472	1,635	(10)	2,652	2,088	27
Free cash flow 1	666	476	40	1,252	846	48

n/m - not meaningful

1 Adjusted EBITDA is a total of segments measure. Free cash flow is a capital management measure. Adjusted diluted earnings per share is a non-GAAP ratio. Adjusted net income is a non-GAAP financial measure and is a component of adjusted diluted earnings per share. See "Non-GAAP and Other Financial Measures" in our Q2 2024 Management's Discussion and Analysis (MD&A), available at www.sedarplus.ca, and this earnings release for more information about each of these measures. These are not standardized financial measures under International Financial Reporting Standards (IFRS) and might not be comparable to similar financial measures disclosed by other companies.


Rogers Communications Inc.	1	Second Quarter 2024

Strategic Highlights

Build the biggest and best networks in the country

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

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

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

Deliver easy to use, reliable products and services

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

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

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

Be the first choice for Canadians

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

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

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

Be a strong national company investing in Canada

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

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

•Completed the final phase of the Rogers Centre renovations.

Be the growth leader in our industry

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

•Reported industry-leading growth in our Wireless operations.

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

Quarterly Financial Highlights

Revenue

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

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

Adjusted EBITDA and margins


Rogers Communications Inc.	2	Second Quarter 2024

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

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

Net income and adjusted net income

Cash flow and available liquidity

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

2 Available liquidity and debt leverage ratio are capital management measures. Pro forma debt leverage ratio is a non-GAAP ratio. Pro forma trailing 12-month adjusted EBITDA is a non-GAAP financial measure and is a component of pro forma debt leverage ratio. See "Non-GAAP and Other Financial Measures" in our Q2 2024 MD&A for more information about these measures, available at www.sedarplus.ca. These are not standardized financial measures under IFRS and might not be comparable to similar financial measures disclosed by other companies. See "Financial Condition" in our Q2 2024 MD&A for a reconciliation of available liquidity.


Rogers Communications Inc.	3	Second Quarter 2024

About this Earnings Release

This earnings release contains important information about our business and our performance for the three and six months ended June 30, 2024, as well as forward-looking information (see "About Forward-Looking Information") about future periods. This earnings release should be read in conjunction with our Second Quarter 2024 Interim Condensed Consolidated Financial Statements (Second Quarter 2024 Interim Financial Statements) and notes thereto, which have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB); our Second Quarter 2024 MD&A; our 2023 Annual MD&A; our 2023 Annual Audited Consolidated Financial Statements and notes thereto, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB; and our other recent filings with Canadian and US securities regulatory authorities, including our Annual Information Form, which are available on SEDAR+ at sedarplus.ca or EDGAR at sec.gov, respectively.

For more information about Rogers, including product and service offerings, competitive market and industry trends, our overarching strategy, key performance drivers, and objectives, see "Understanding Our Business", "Our Strategy, Key Performance Drivers, and Strategic Highlights", and "Capability to Deliver Results" in our 2023 Annual MD&A. References in this earnings release to the Shaw Transaction are to our acquisition of Shaw Communications Inc. (Shaw) on April 3, 2023. For additional details regarding the Shaw Transaction, see "Shaw Transaction" in our 2023 Annual MD&A and our 2023 Annual Audited Consolidated Financial Statements.

All dollar amounts in this earnings release are in Canadian dollars unless otherwise stated and are unaudited. All percentage changes are calculated using the rounded numbers as they appear in the tables. This earnings release is current as at July 23, 2024 and was approved by the Audit and Risk Committee of RCI's Board of Directors (the Board) on that date.

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

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

Reportable segments

We report our results of operations in three reportable segments. Each segment and the nature of its business is as follows:


Segment			Principal activities
Wireless			Wireless telecommunications operations for Canadian consumers and businesses.
Cable			Cable telecommunications operations, including Internet, television and other video (Video), Satellite, telephony (Home Phone), and home monitoring services for Canadian consumers and businesses, and network connectivity through our fibre network and data centre assets to support a range of voice, data, networking, hosting, and cloud-based services for the business, public sector, and carrier wholesale markets.
Media			A diversified portfolio of media properties, including sports media and entertainment, television and radio broadcasting, specialty channels, multi-platform shopping, and digital media.


Rogers Communications Inc.	4	Second Quarter 2024

Summary of Consolidated Financial Results


	Three months ended June 30						Six months ended June 30
(In millions of dollars, except margins and per share amounts)	2024		2023		% Chg		2024		2023		% Chg

Revenue
Wireless	2,466		2,424		2		4,994		4,770		5
Cable	1,964		2,013		(2)		3,923		3,030		29
Media	736		686		7		1,215		1,191		2
Corporate items and intercompany eliminations	(73)		(77)		(5)		(138)		(110)		25
Revenue	5,093		5,046		1		9,994		8,881		13
Total service revenue 1	4,599		4,534		1		8,956		7,848		14

Adjusted EBITDA
Wireless	1,296		1,222		6		2,580		2,401		7
Cable	1,116		1,026		9		2,216		1,583		40
Media	—		4		(100)		(103)		(34)		n/m
Corporate items and intercompany eliminations	(87)		(62)		40		(154)		(109)		41
Adjusted EBITDA	2,325		2,190		6		4,539		3,841		18
Adjusted EBITDA margin 2	45.7	%	43.4	%	2.3	pts	45.4	%	43.2	%	2.2	pts


Net income	394		109		n/m		650		620		5
Basic earnings per share	$0.74		$0.21		n/m		$1.22		$1.20		2
Diluted earnings per share	$0.73		$0.20		n/m		$1.20		$1.19		1

Adjusted net income 2	623		544		15		1,163		1,097		6
Adjusted basic earnings per share 2	$1.17		$1.03		14		$2.19		$2.12		3
Adjusted diluted earnings per share	$1.16		$1.02		14		$2.16		$2.11		2

Capital expenditures	999		1,079		(7)		2,057		1,971		4
Cash provided by operating activities	1,472		1,635		(10)		2,652		2,088		27
Free cash flow	666		476		40		1,252		846		48

1 As defined. See "Key Performance Indicators".

2 Adjusted EBITDA margin is a supplementary financial measure. Adjusted basic earnings per share is a non-GAAP ratio. Adjusted net income is a non-GAAP financial measure and is a component of adjusted basic earnings per share. These are not standardized financial measures under IFRS and might not be comparable to similar financial measures disclosed by other companies. See "Non-GAAP and Other Financial Measures" in our Q2 2024 MD&A for more information about each of these measures, available at www.sedarplus.ca.


Rogers Communications Inc.	5	Second Quarter 2024

Results of our Reportable Segments

WIRELESS

Wireless Financial Results


	Three months ended June 30						Six months ended June 30
(In millions of dollars, except margins)	2024		2023		% Chg		2024		2023		% Chg

Revenue
Service revenue	1,988		1,920		4		3,984		3,756		6
Equipment revenue	478		504		(5)		1,010		1,014		—
Revenue	2,466		2,424		2		4,994		4,770		5

Operating costs
Cost of equipment	492		501		(2)		1,031		1,009		2
Other operating costs	678		701		(3)		1,383		1,360		2
Operating costs	1,170		1,202		(3)		2,414		2,369		2

Adjusted EBITDA	1,296		1,222		6		2,580		2,401		7

Adjusted EBITDA margin 1	65.2	%	63.6	%	1.6	pts	64.8	%	63.9	%	0.9	pts



Capital expenditures	396		458		(14)		800		910		(12)

1 Calculated using service revenue.

Wireless Subscriber Results 1


	Three months ended June 30						Six months ended June 30
(In thousands, except churn and mobile phone ARPU)	2024		2023		Chg		2024		2023		Chg

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

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

3 As at end of period.

5 Mobile phone ARPU is a supplementary financial measure. See "Non-GAAP and Other Financial Measures" in our Q2 2024 MD&A for more information about this measure, available at www.sedarplus.ca.

Service revenue

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


Rogers Communications Inc.	6	Second Quarter 2024

Equipment revenue

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

•fewer device upgrades by existing customers; partially offset by

•an increase in new subscribers purchasing devices; and

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

Operating costs

Cost of equipment

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

Other operating costs

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

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

•higher costs associated with our expanded network.

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

Adjusted EBITDA

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


Rogers Communications Inc.	7	Second Quarter 2024

CABLE

Cable Financial Results


	Three months ended June 30						Six months ended June 30
(In millions of dollars, except margins)	2024		2023		% Chg		2024		2023		% Chg

Revenue



Service revenue	1,948		2,005		(3)		3,895		3,011		29
Equipment revenue	16		8		100		28		19		47
Revenue	1,964		2,013		(2)		3,923		3,030		29




Operating costs	848		987		(14)		1,707		1,447		18

Adjusted EBITDA	1,116		1,026		9		2,216		1,583		40

Adjusted EBITDA margin	56.8	%	51.0	%	5.8	pts	56.5	%	52.2	%	4.3	pts

Capital expenditures	509		538		(5)		989		857		15

Cable Subscriber Results 1


	Three months ended June 30						Six months ended June 30
(In thousands, except ARPA and penetration)	2024		2023		Chg		2024		2023		Chg

Homes passed 2	10,061		9,815		246		10,061		9,815		246
Customer relationships
Net additions	13		5		8		20		6		14
Total customer relationships 2	4,656		4,787		(131)		4,656		4,787		(131)
ARPA (monthly) 3	$139.62		$139.68		($0.06)		$139.87		$142.18		($2.31)

Penetration 2	46.3	%	48.8	%	(2.5	pts)	46.3	%	48.8	%	(2.5	pts)

Retail Internet
Net additions	26		25		1		52		39		13
Total retail Internet subscribers 2	4,214		4,284		(70)		4,214		4,284		(70)
Video
Net (losses) additions	(33)		12		(45)		(60)		4		(64)
Total Video subscribers 2	2,691		2,732		(41)		2,691		2,732		(41)
Home Monitoring
Net additions (losses)	13		(4)		17		12		(9)		21
Total Home Monitoring subscribers 2	101		92		9		101		92		9
Home Phone
Net losses	(31)		(29)		(2)		(66)		(42)		(24)
Total Home Phone subscribers 2	1,563		1,684		(121)		1,563		1,684		(121)

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

2 As at end of period.

3 ARPA is a supplementary financial measure. See "Non-GAAP and Other Financial Measures" in our Q2 2024 MD&A for more information about this measure, available at www.sedarplus.ca.

Service revenue

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

•continued competitive promotional activity; and

•declines in our Home Phone and Satellite subscriber bases.

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


Rogers Communications Inc.	8	Second Quarter 2024

Operating costs

Adjusted EBITDA

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


Rogers Communications Inc.	9	Second Quarter 2024

MEDIA

Media Financial Results


	Three months ended June 30						Six months ended June 30
(In millions of dollars, except margins)	2024		2023		% Chg		2024		2023		% Chg

Revenue	736		686		7		1,215		1,191		2
Operating costs	736		682		8		1,318		1,225		8

Adjusted EBITDA	—		4		(100)		(103)		(34)		n/m


Adjusted EBITDA margin	—	%	0.6	%	(0.6	pts)	(8.5)	%	(2.9)	%	(5.6	pts)

Capital expenditures	48		43		12		168		104		62

Revenue

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

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

•lower Today's Shopping Choice revenue.

Operating costs

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

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

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

Adjusted EBITDA

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


Rogers Communications Inc.	10	Second Quarter 2024

CAPITAL EXPENDITURES


	Three months ended June 30						Six months ended June 30
(In millions of dollars, except capital intensity)	2024		2023		% Chg		2024		2023		% Chg

Wireless	396		458		(14)		800		910		(12)
Cable	509		538		(5)		989		857		15
Media	48		43		12		168		104		62
Corporate	46		40		15		100		100		—

Capital expenditures 1	999		1,079		(7)		2,057		1,971		4


Capital intensity 2	19.6	%	21.4	%	(1.8	pts)	20.6	%	22.2	%	(1.6	pts)

2 Capital intensity is a supplementary financial measure. See "Non-GAAP and Other Financial Measures" in our Q2 2024 MD&A for more information about this measure, available at www.sedarplus.ca.

Wireless

Cable

Media

Capital intensity

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


Rogers Communications Inc.	11	Second Quarter 2024

Review of Consolidated Performance

This section discusses our consolidated net income and other income and expenses that do not form part of the segment discussions above.


	Three months ended June 30			Six months ended June 30
(In millions of dollars)	2024	2023	% Chg	2024	2023	% Chg

Adjusted EBITDA	2,325	2,190	6	4,539	3,841	18
Deduct (add):
Depreciation and amortization	1,136	1,158	(2)	2,285	1,789	28

Restructuring, acquisition and other	90	331	(73)	232	386	(40)
Finance costs	576	583	(1)	1,156	879	32
Other (income) expense	(5)	(18)	(72)	3	(45)	n/m
Income tax expense	134	27	n/m	213	212	—

Net income	394	109	n/m	650	620	5

Depreciation and amortization


	Three months ended June 30			Six months ended June 30
(In millions of dollars)	2024	2023	% Chg	2024	2023	% Chg

Depreciation of property, plant and equipment	902	911	(1)	1,808	1,468	23
Depreciation of right-of-use assets	97	104	(7)	207	172	20
Amortization	137	143	(4)	270	149	81


Total depreciation and amortization	1,136	1,158	(2)	2,285	1,789	28

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

Restructuring, acquisition and other


	Three months ended June 30		Six months ended June 30
(In millions of dollars)	2024	2023	2024	2023

Restructuring and other	66	143	178	165
Shaw Transaction-related costs	24	188	54	221

Total restructuring, acquisition and other	90	331	232	386


Rogers Communications Inc.	12	Second Quarter 2024

Finance costs


	Three months ended June 30			Six months ended June 30
(In millions of dollars)	2024	2023	% Chg	2024	2023	% Chg

Total interest on borrowings 1	512	522	(2)	1,020	915	11
Interest earned on restricted cash and cash equivalents	—	(3)	(100)	—	(149)	(100)

Interest on borrowings, net	512	519	(1)	1,020	766	33

Interest on lease liabilities	34	27	26	69	50	38
Interest on post-employment benefits	—	(5)	(100)	(2)	(7)	(71)
Loss (gain) on foreign exchange	30	(141)	n/m	139	(127)	n/m
Change in fair value of derivative instruments	(24)	144	n/m	(122)	133	n/m
Capitalized interest	(10)	(9)	11	(22)	(17)	29
Deferred transaction costs and other	34	48	(29)	74	81	(9)


Total finance costs	576	583	(1)	1,156	879	32

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

Interest on borrowings, net

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

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

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

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

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

Income tax expense


	Three months ended June 30				Six months ended June 30
(In millions of dollars, except tax rates)	2024		2023		2024		2023

Statutory income tax rate	26.2	%	26.2	%	26.2	%	26.2	%

Income before income tax expense	528		136		863		832
Computed income tax expense	138		36		226		218
Increase (decrease) in income tax expense resulting from:
Non-(taxable) deductible stock-based compensation	(4)		(3)		(10)		3
Non-deductible (taxable) portion of equity losses (income)	1		—		1		(4)



Non-taxable income from security investments	—		(3)		—		(6)
Revaluation of deferred tax balances due to rate change	—		(3)		—		(3)

Other items	(1)		—		(4)		4

Total income tax expense	134		27		213		212

Effective income tax rate	25.4	%	19.9	%	24.7	%	25.5	%
Cash income taxes paid	158		125		232		275

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


Rogers Communications Inc.	13	Second Quarter 2024

Net income


	Three months ended June 30			Six months ended June 30
(In millions of dollars, except per share amounts)	2024	2023	% Chg	2024	2023	% Chg

Net income	394	109	n/m	650	620	5
Basic earnings per share	$0.74	$0.21	n/m	$1.22	$1.20	2
Diluted earnings per share	$0.73	$0.20	n/m	$1.20	$1.19	1

Adjusted net income

We calculate adjusted net income from adjusted EBITDA as follows:


	Three months ended June 30			Six months ended June 30
(In millions of dollars, except per share amounts)	2024	2023	% Chg	2024	2023	% Chg

Adjusted EBITDA	2,325	2,190	6	4,539	3,841	18
Deduct:
Depreciation and amortization 1	916	906	1	1,823	1,537	19
Finance costs	576	583	(1)	1,156	879	32
Other income (expense)	(5)	(18)	(72)	3	(45)	n/m
Income tax expense 2	215	175	23	394	373	6

Adjusted net income 1	623	544	15	1,163	1,097	6

Adjusted basic earnings per share	$1.17	$1.03	14	$2.19	$2.12	3
Adjusted diluted earnings per share	$1.16	$1.02	14	$2.16	$2.11	2


Rogers Communications Inc.	14	Second Quarter 2024

Key Performance Indicators

We measure the success of our strategy using a number of key performance indicators that are defined and discussed in our 2023 Annual MD&A and this earnings release. We believe these key performance indicators allow us to appropriately measure our performance against our operating strategy and against the results of our peers and competitors. The following key performance indicators, some of which are supplementary financial measures (see "Non-GAAP and Other Financial Measures"), are not measurements in accordance with IFRS. They include:

•subscriber counts;

•Wireless;

•Cable; and

•homes passed (Cable);

•Wireless subscriber churn (churn);

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

•Cable average revenue per account (ARPA);

•Cable customer relationships;

•Cable market penetration (penetration);

•capital intensity; and

•total service revenue.

Non-GAAP and Other Financial Measures

Reconciliation of adjusted EBITDA


	Three months ended June 30		Six months ended June 30
(In millions of dollars)	2024	2023	2024	2023

Net income	394	109	650	620
Add:
Income tax expense	134	27	213	212
Finance costs	576	583	1,156	879
Depreciation and amortization	1,136	1,158	2,285	1,789
EBITDA	2,240	1,877	4,304	3,500
Add (deduct):
Other (income) expense	(5)	(18)	3	(45)
Restructuring, acquisition and other	90	331	232	386


Adjusted EBITDA	2,325	2,190	4,539	3,841

Reconciliation of pro forma trailing 12-month adjusted EBITDA


			As at December 31
(In millions of dollars)			2023

Trailing 12-month adjusted EBITDA - 12 months ended December 31, 2023			8,581
Add (deduct):
Acquired Shaw business adjusted EBITDA - January 2023 to March 2023			514





Pro forma trailing 12-month adjusted EBITDA			9,095

Reconciliation of adjusted net income


	Three months ended June 30		Six months ended June 30
(In millions of dollars)	2024	2023	2024	2023

Net income	394	109	650	620
Add (deduct):
Restructuring, acquisition and other	90	331	232	386

Depreciation and amortization on fair value increment of Shaw Transaction-related assets	220	252	462	252

Income tax impact of above items	(81)	(148)	(181)	(161)


Adjusted net income	623	544	1,163	1,097


Rogers Communications Inc.	15	Second Quarter 2024

Reconciliation of free cash flow


	Three months ended June 30		Six months ended June 30
(In millions of dollars)	2024	2023	2024	2023

Cash provided by operating activities	1,472	1,635	2,652	2,088
Add (deduct):
Capital expenditures	(999)	(1,079)	(2,057)	(1,971)
Interest on borrowings, net and capitalized interest	(502)	(510)	(998)	(749)
Interest paid, net	474	489	1,029	812
Restructuring, acquisition and other	90	331	232	386
Program rights amortization	(23)	(26)	(39)	(44)
Change in net operating assets and liabilities	120	(261)	409	443
Other adjustments 1	34	(103)	24	(119)

Free cash flow	666	476	1,252	846

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


Rogers Communications Inc.	16	Second Quarter 2024

Rogers Communications Inc.

Interim Condensed Consolidated Statements of Income

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


	Three months ended June 30		Six months ended June 30
	2024	2023	2024	2023

Revenue	5,093	5,046	9,994	8,881

Operating expenses:
Operating costs	2,768	2,856	5,455	5,040
Depreciation and amortization	1,136	1,158	2,285	1,789

Restructuring, acquisition and other	90	331	232	386
Finance costs	576	583	1,156	879
Other (income) expense	(5)	(18)	3	(45)

Income before income tax expense	528	136	863	832
Income tax expense	134	27	213	212

Net income for the period	394	109	650	620

Earnings per share:
Basic	$0.74	$0.21	$1.22	$1.20
Diluted	$0.73	$0.20	$1.20	$1.19


Rogers Communications Inc.	17	Second Quarter 2024

Rogers Communications Inc.

Interim Condensed Consolidated Statements of Financial Position

(In millions of Canadian dollars, unaudited)


	As at June 30	As at December 31
	2024	2023


Assets
Current assets:
Cash and cash equivalents	451	800

Accounts receivable	4,853	4,996
Inventories	512	456
Current portion of contract assets	185	163
Other current assets	849	1,202
Current portion of derivative instruments	105	80
Assets held for sale	137	137
Total current assets	7,092	7,834

Property, plant and equipment	24,691	24,332
Intangible assets	18,098	17,896
Investments	605	598
Derivative instruments	821	571
Financing receivables	1,006	1,101
Other long-term assets	725	670

Goodwill	16,280	16,280

Total assets	69,318	69,282

Liabilities and shareholders' equity
Current liabilities:

Short-term borrowings	3,039	1,750
Accounts payable and accrued liabilities	3,631	4,221

Other current liabilities	358	434
Contract liabilities	749	773
Current portion of long-term debt	2,619	1,100
Current portion of lease liabilities	560	504
Total current liabilities	10,956	8,782

Provisions	62	54
Long-term debt	37,966	39,755
Lease liabilities	2,159	2,089
Other long-term liabilities	1,361	1,783
Deferred tax liabilities	6,197	6,379
Total liabilities	58,701	58,842

Shareholders' equity	10,617	10,440

Total liabilities and shareholders' equity	69,318	69,282


Rogers Communications Inc.	18	Second Quarter 2024

Rogers Communications Inc.

Interim Condensed Consolidated Statements of Cash Flows

(In millions of Canadian dollars, unaudited)


	Three months ended June 30		Six months ended June 30
	2024	2023	2024	2023
Operating activities:
Net income for the period	394	109	650	620
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	1,136	1,158	2,285	1,789
Program rights amortization	23	26	39	44
Finance costs	576	583	1,156	879
Income tax expense	134	27	213	212
Post-employment benefits contributions, net of expense	20	6	35	4
Income from associates and joint ventures	—	(6)	(1)	(20)
Other	(59)	85	(55)	90
Cash provided by operating activities before changes in net operating assets and liabilities, income taxes paid, and interest paid	2,224	1,988	4,322	3,618
Change in net operating assets and liabilities	(120)	261	(409)	(443)

Income taxes paid	(158)	(125)	(232)	(275)
Interest paid	(474)	(489)	(1,029)	(812)

Cash provided by operating activities	1,472	1,635	2,652	2,088

Investing activities:
Capital expenditures	(999)	(1,079)	(2,057)	(1,971)
Additions to program rights	(10)	(12)	(23)	(37)
Changes in non-cash working capital related to capital expenditures and intangible assets	(48)	9	39	(29)
Acquisitions and other strategic transactions, net of cash acquired	(380)	(17,001)	(475)	(17,001)
Other	(1)	3	12	12

Cash used in investing activities	(1,438)	(18,080)	(2,504)	(19,026)

Financing activities:
Net (repayment of) proceeds received from short-term borrowings	(43)	(1,931)	1,261	(589)
Net (repayment) issuance of long-term debt	(18)	5,788	(1,126)	5,400
Net proceeds (payments) on settlement of debt derivatives and forward contracts	24	(106)	22	121
Transaction costs incurred	(4)	(1)	(46)	(265)
Principal payments of lease liabilities	(119)	(84)	(231)	(165)

Dividends paid	(182)	(252)	(372)	(505)
Other	(5)	—	(5)	—

Cash (used in) provided by financing activities	(347)	3,414	(497)	3,997

Change in cash and cash equivalents and restricted cash and cash equivalents	(313)	(13,031)	(349)	(12,941)
Cash and cash equivalents and restricted cash and cash equivalents, beginning of period	764	13,390	800	13,300

Cash and cash equivalents and restricted cash and cash equivalents, end of period	451	359	451	359


Rogers Communications Inc.	19	Second Quarter 2024

About Forward-Looking Information

This earnings release includes "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws (collectively, "forward-looking information"), and assumptions about, among other things, our business, operations, and financial performance and condition approved by our management on the date of this earnings release. This forward-looking information and these assumptions include, but are not limited to, statements about our objectives and strategies to achieve those objectives, and about our beliefs, plans, expectations, anticipations, estimates, or intentions.

Forward-looking information

•typically includes words like could, expect, may, anticipate, assume, believe, intend, estimate, plan, project, guidance, outlook, target, and similar expressions;

•was approved by our management on the date of this earnings release.

Our forward-looking information includes forecasts and projections related to the following items, among others:

•revenue;

•total service revenue;

•adjusted EBITDA;

•capital expenditures;

•cash income tax payments;

•free cash flow;

•dividend payments;

•the growth of new products and services;

•expected growth in subscribers and the services to which they subscribe;

•the cost of acquiring and retaining subscribers and deployment of new services;

•continued cost reductions and efficiency improvements;

•our debt leverage ratio;

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

•all other statements that are not historical facts.

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

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

•currency exchange rates and interest rates;

•product pricing levels and competitive intensity;

•subscriber growth;

•pricing, usage, and churn rates;

•changes in government regulation;

•technology and network deployment;

•availability of devices;

•timing of new product launches;

•content and equipment costs;

•the integration of acquisitions; and

•industry structure and stability.

Except as otherwise indicated, this earnings release and our forward-looking information do not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations, or other transactions that may be considered or announced or may occur after the date on which the statement containing the forward-looking information is made.

Risks and uncertainties

•regulatory changes;

•technological changes;

•economic, geopolitical, and other conditions affecting commercial activity;

•unanticipated changes in content or equipment costs;

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

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

•the integration of acquisitions;

•litigation and tax matters;

•the level of competitive intensity;

•the emergence of new opportunities;

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

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

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

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


Rogers Communications Inc.	20	Second Quarter 2024

Accordingly, we warn investors to exercise caution when considering statements containing forward-looking information and caution them that it would be unreasonable to rely on such statements as creating legal rights regarding our future results or plans. We are under no obligation (and we expressly disclaim any such obligation) to update or alter any statements containing forward-looking information or the factors or assumptions underlying them, whether as a result of new information, future events, or otherwise, except as required by law. All of the forward-looking information in this earnings release is qualified by the cautionary statements herein.

Before making an investment decision

Before making any investment decisions and for a detailed discussion of the risks, uncertainties, and environment associated with our business, its operations, and its financial performance and condition, fully review the sections in our 2023 Annual MD&A entitled "Regulation in our Industry" and "Risk Management", as well as our various other filings with Canadian and US securities regulators, which can be found at sedarplus.ca and sec.gov, respectively. Information on or connected to sedarplus.ca, sec.gov, our website, or any other website referenced in this document is not part of or incorporated into this earnings release.

About Rogers

Rogers is Canada's communications and entertainment company and its shares are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI).


Investment community contact			Media contact

Paul Carpino			Sarah Schmidt
647.435.6470			647.643.6397
paul.carpino@rci.rogers.com			sarah.schmidt@rci.rogers.com

Quarterly Investment Community Teleconference

Our second quarter 2024 results teleconference with the investment community will be held on:

•July 24, 2024

•8:00 a.m. Eastern Time

•webcast available at investors.rogers.com

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

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

For More Information

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

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

# # #


Rogers Communications Inc.	21	Second Quarter 2024

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