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6-K 1 rci-09302025x6k.htm 6-K Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 ________________________________________________

FORM 6-K
 ________________________________________________
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
 ________________________________________________
For the month of October, 2025
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: October 23, 2025



Exhibit Index
 
Exhibit Number    Description of Document
99.1    Management's Discussion and Analysis of Rogers Communications Inc. for the third quarter ended September 30, 2025
99.2 Interim Condensed Consolidated Financial Statements of Rogers Communications Inc. for the third quarter ended September 30, 2025
99.3 Earnings Release of Rogers Communications Inc. for the third quarter ended September 30, 2025


EX-99.1 2 rci-09302025xexhibit991.htm EX-99.1 Document

MANAGEMENT'S DISCUSSION AND ANALYSIS    Exhibit 99.1

This Management's Discussion and Analysis (MD&A) contains important information about our business and our performance for the three and nine months ended September 30, 2025, as well as forward-looking information (see "About Forward-Looking Information") about future periods. This MD&A should be read in conjunction with our Third Quarter 2025 Interim Condensed Consolidated Financial Statements (Third Quarter 2025 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 2024 Annual MD&A; our 2024 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", "Corporate Overview", and "Delivering on our Priorities" in our 2024 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 October 22, 2025 and was approved by 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 third quarter refer to the three months ended September 30, 2025, first quarter refers to the three months ended March 31, 2025, second quarter refers to the three months ended June 30, 2025, and year to date refers to the nine months ended September 30, 2025, unless the context indicates otherwise. All results commentary is compared to the equivalent period in 2024 or as at December 31, 2024, as applicable, unless otherwise indicated.

Xfinity marks and logos are trademarks of Comcast Corporation, used under license. ©2025 Comcast. Rogers 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 third parties. The trademarks referred to in this MD&A may be listed without the ™ symbols. ©2025 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, businesses, the public sector, and wholesale providers.
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, and digital media.

Wireless and Cable are operated by our wholly owned subsidiary, Rogers Communications Canada Inc. (RCCI), and certain other subsidiaries. Media is operated by our wholly owned subsidiary, Rogers Media Inc., its subsidiaries, and, following the July 2025 acquisition of a majority interest in Maple Leaf Sports & Entertainment Ltd. (MLSE), MLSE. Effective July 2025, Today's Shopping Choice (TSC) was transferred from the Media reportable segment to Corporate Items, consistent with changes to its management structure. Comparative results have been recast to reflect this change, with no impact on consolidated results.

Rogers Communications Inc.
1
Third Quarter 2025


Where to find it
Strategic Highlights Financial Risk Management
Financial Guidance
Commitments and Contractual Obligations
Quarterly Financial Highlights Regulatory Developments
Summary of Consolidated Financial Results Updates to Risks and Uncertainties
Results of our Reportable Segments Material Accounting Policies and Estimates
Review of Consolidated Performance
Managing our Liquidity and Financial Resources
Overview of Financial Position
Financial Condition

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
•Launched Rogers Satellite, providing Canadians with three times more geographic coverage than any other carrier.
•Turned on 5G service in 4,750 metres of tunnels in the Toronto Transit Commission subway system.
•Launched the Connected Robotics Living Lab with the federal government to advance 5G and AI research.

Deliver easy to use, reliable products and services
•Expanded next-generation WiFi 7 technology across Canada.
•Launched Rogers Xfinity StreamSaver, bringing three popular streaming apps together in one plan.
•Expanded Citytv+ direct-to-consumer on all major streaming platforms.

Be the first choice for Canadians
•More Canadians continue to choose Rogers Wireless and Internet over any other provider.
•Reached 14.1 million Canadians via Toronto Blue Jays Sportsnet broadcasts during the MLB regular season.
•Ranked the number one brand associated with the Toronto International Film Festival for the second consecutive year.

Be a strong national company investing in Canada
•Invested $964 million in capital expenditures, the majority of which was in our network.
•Announced a new slate of Canadian-made original programming for specialty networks HGTV and Food Network.
•Donated $1 million to the Rogers Charity Classic to support children's charities in Alberta.

Be the growth leader in our industry
•Grew total service revenue by 4%.
•Generated strong free cash flow of $829 million1 and cash flow from operating activities of $1,515 million.

MLSE Transaction
Effective July 1, 2025, after receiving all required regulatory and league approvals, we acquired Bell's 37.5% ownership stake in Maple Leaf Sports & Entertainment Ltd. (MLSE) for a purchase price of $4.7 billion in cash (MLSE Transaction). The purchase price was primarily funded from bank credit facilities together with cash on hand (see "Managing our Liquidity and Financial Resources" for more information). With the closing of the MLSE Transaction, we are the largest owner of MLSE, with a 75% controlling interest. The holder (MLSE minority holder) of the 25% non-controlling interest in MLSE (MLSE non-controlling interest) has a right to require we purchase its interest beginning in July 2026 at an agreement-defined fair value (MLSE put liability); we have a reciprocal right to acquire the MLSE non-controlling interest under the same terms, which we expect to exercise.

We remain committed to unlocking what we view as the significant unrecognized value in our world-class sports assets. Purchasing the MLSE non-controlling interest would be a key step in consolidating value in these assets. MLSE owns the Toronto Maple Leafs (NHL), Toronto Raptors (NBA), Toronto FC (MLS), the Toronto Argonauts (CFL), various minor league teams, and associated real estate holdings, such as Scotiabank Arena. The MLSE Transaction added significantly to our other sports assets, including the Toronto Blue Jays, Rogers Centre, and Sportsnet. As a result of acquiring a majority interest in MLSE, we commenced consolidating 100% of MLSE's financial results in our Media reportable segment effective July 1, 2025.

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
Third Quarter 2025


We are evaluating multiple options for transactions that could unlock additional value for our shareholders from our sports assets. We expect any such transaction would be implemented in connection with acquiring 100% ownership of MLSE. These options could include, among others, selling a minority interest in some or all of our sports and other media assets to one or more third-party investors or consolidating these assets in a separate company we take public. Neither of these transaction options, nor any combination or other potential options, is currently being prioritized. We anticipate our final choice of transaction could occur within the next 18 months (see "About Forward-Looking Information" for more information).

Subsidiary Equity Investment
On April 4, 2025, we announced we had entered into a definitive agreement with funds managed by Blackstone, backed by leading Canadian institutional investors, for a US$4.85 billion ($6.7 billion) equity investment (the "network transaction"). On June 20, 2025, the network transaction closed and we received US$4.85 billion ($6.7 billion) from Blackstone.

Under the terms of the network transaction, Blackstone acquired a non-controlling interest in Backhaul Network Services Inc. (BNSI), a new Canadian subsidiary of Rogers that owns a minor part of our wireless network. We maintain full operational control of our network and we include the financial results of BNSI in our consolidated financial statements (see "Managing our Liquidity and Financial Resources - Non-controlling interest" for more information). We used the net proceeds from the network transaction to repay debt, including the remaining $700 million outstanding under our term loan facility, $1.8 billion outstanding under our revolving credit facility, and $1.1 billion and US$1.4 billion to pay the purchase price for our senior notes that we accepted for purchase pursuant to offers to purchase that expired on July 18, 2025 (see "Managing our Liquidity and Financial Resources - Cash tender offers" for more information). We expect to use the remaining proceeds to repay senior notes maturing in 2025.

Blackstone holds a 49.9% equity interest (with a 20% voting interest) in BNSI and we hold a 50.1% equity interest (with an 80% voting interest). Provided our debt leverage ratio is not greater than 3.25x, at any time between the eighth and twelfth anniversaries of closing, we will have the right to purchase Blackstone's interest in BNSI. The Blackstone investment is recognized as equity in our consolidated financial statements.

During the first five years of Blackstone's investment, BNSI will have a distribution policy to make quarterly pro rata cash distributions to Blackstone and RCCI of available cash in an amount that is intended to provide Blackstone with a 7% annual return on its US dollar investment. Including the impact of the subsidiary equity derivatives (see "Financial Risk Management" for more information), the effective cost to Rogers is approximately 6.26% over the first five years.

As a result of closing the network transaction, we made changes to certain non-GAAP measures and other specified financial measures in the second quarter (see "Non-GAAP and Other Financial Measures – Changes to specified financial measures", "Review of Consolidated Performance – Adjusted net income", and "Managing our Liquidity and Financial Resources – Free cash flow" for more information).

Financial Guidance

As a result of our focus on recognizing capital efficiencies, we are updating our full-year 2025 guidance ranges for capital expenditures and free cash flow from the ranges provided on July 23, 2025 and initially provided on January 30, 2025. We have not changed our guidance ranges for total service revenue or adjusted EBITDA. Our updated 2025 guidance ranges are as follows.
2024
July 23, 2025
October 23, 2025
(In millions of dollars, except percentages) Actual
Guidance Ranges 1, 2
Guidance Ranges 1, 2
Total service revenue 18,066 
Increase of 3%
to 5%
Increase of 3%
to 5%
Adjusted EBITDA
9,617 
Increase of 0%
to 3%
Increase of 0%
to 3%
Capital expenditures 3
4,041 
Approximately 3,800
Approximately 3,700
Free cash flow
3,045  3,000  to 3,200 3,200  to 3,300
1    Guidance ranges presented as percentages reflect percentage increases over full-year 2024 results.
2    Guidance ranges presented include the results of MLSE from and after the closing on July 1, 2025.
3    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.

The above table outlines guidance ranges for selected full-year 2025 consolidated financial metrics giving effect to the completion of the MLSE Transaction on July 1, 2025 and the network transaction on June 20, 2025. These guidance ranges take into consideration our current outlook and the 2024 results of each of Rogers and MLSE. Adjusted EBITDA guidance is unchanged due to the seasonality of MLSE's business, with the third quarter being the offseason for the Toronto Maple Leafs and the Toronto Raptors. Our estimated pro forma 2025 Media revenue and adjusted EBITDA including MLSE is approximately $4 billion and $0.25 billion, respectively. The purpose of this guidance is to assist investors, shareholders, and others in understanding certain financial metrics relating to expected 2025 financial results for evaluating the
Rogers Communications Inc.
3
Third Quarter 2025


performance of our business including the completion of the MLSE Transaction. Our guidance, including the various assumptions underlying it, is forward-looking and should be read in conjunction with "About Forward-Looking Information" in this MD&A (including the material assumptions listed under the heading "Key assumptions underlying our full-year 2025 guidance") and in our 2024 Annual MD&A and the related disclosure and information about various economic, competitive, legal, and regulatory assumptions, factors, and risks that may cause our actual future financial and operating results to differ from what we currently expect.

Quarterly Financial Highlights

Revenue
Total revenue and total service revenue increased by 4% this quarter, primarily as a result of revenue growth in Media.

Wireless service revenue this quarter was in line with the prior year. Wireless equipment revenue increased by 9%, primarily as a result of higher device upgrades by existing customers.

Cable service revenue increased by 1% this quarter, primarily as a result of retail Internet subscriber growth and base management activity.

Media revenue increased by 26% this quarter, as a result of revenue from MLSE following the closing of the MLSE Transaction and the success of the Toronto Blue Jays, which resulted in higher attendance and game day revenues.

Adjusted EBITDA and margins
Consolidated adjusted EBITDA decreased 1% this quarter and our adjusted EBITDA margin decreased by 260 basis points, primarily as a result of the seasonal results for MLSE, as both the Toronto Maple Leafs and the Toronto Raptors are in their offseasons in the third quarter.

Wireless adjusted EBITDA increased by 1%, primarily as a result of higher equipment margins. This gave rise to an adjusted EBITDA margin of 67%, up 60 basis points.

Cable adjusted EBITDA increased by 2% due to flowthrough of service revenue growth and ongoing cost efficiencies. This gave rise to an adjusted EBITDA margin of 58%, up 70 basis points.

Media adjusted EBITDA decreased by $61 million this quarter primarily due to the seasonal impact of MLSE.

Net income and adjusted net income
Adjusted net income decreased by 5% this quarter, primarily as a result of lower adjusted EBITDA. Net income increased by $5,282 million, primarily as a result of a $5 billion non-cash gain to recognize our existing interest in MLSE at fair value, which was required as a result of the MLSE Transaction.

Cash flow and available liquidity
This quarter, we generated cash provided by operating activities of $1,515 million (2024 - $1,893 million), which decreased as a result of higher net investment in net operating assets and liabilities and higher income taxes paid, net, and free cash flow of $829 million (2024 - $915 million), which decreased primarily as a result of higher cash income tax payments.

As at September 30, 2025, we had $6.4 billion of available liquidity2 (December 31, 2024 - $4.8 billion), reflecting $1.5 billion in cash and cash equivalents and $4.9 billion available under our bank and other credit facilities.

As a result of the MLSE Transaction closing this quarter, our debt leverage ratio2 has increased to 3.9 as at September 30, 2025. This has been calculated on an adjusted basis to include trailing 12-month adjusted EBITDA of a combined Rogers and MLSE as if the MLSE Transaction had closed at the beginning of the trailing 12-month period. If calculated on an as reported basis without the foregoing adjustment, our debt leverage ratio2 as at September 30, 2025 was 4.0 (December 31, 2024 - 4.5). See "Financial Condition" for more information.

We also returned $270 million in dividends to shareholders this quarter and we declared a $0.50 per share dividend on October 22, 2025.

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.
4
Third Quarter 2025


Summary of Consolidated Financial Results
   Three months ended September 30 Nine months ended September 30
(In millions of dollars, except margins and per share amounts) 2025 2024 % Chg 2025 2024 % Chg
 
Revenue
Wireless 2,661  2,620  7,745  7,614 
Cable 1,981  1,970  5,884  5,893  — 
Media 753  597  26  2,052  1,695  21 
Corporate items and intercompany eliminations (47) (58) (19) (141) (79) 78 
Revenue 5,348  5,129  15,540  15,123 
Total service revenue 1
4,739  4,567  13,854  13,523 
Adjusted EBITDA
Wireless 1,374  1,365  3,990  3,945 
Cable 1,153  1,133  3,408  3,349 
Media 75  136  (45) 20  33  (39)
Corporate items and intercompany eliminations (87) (89) (2) (287) (243) 18 
Adjusted EBITDA 2
2,515  2,545  (1) 7,131  7,084 
Adjusted EBITDA margin 2
47.0  % 49.6  % (2.6  pts) 45.9  % 46.8  % (0.9  pts)
 
Net income 5,808  526  n/m 6,236  1,176  n/m
Net income attributable to RCI shareholders 5,754  526  n/m 6,191  1,176  n/m
Earnings per share attributable to RCI shareholders:
Basic $10.66  $0.99  n/m $11.49  $2.21  n/m
Diluted $10.62  $0.98  n/m $11.46  $2.19  n/m
 
Adjusted net income 2
726  762  (5) 1,901  1,925  (1)
Adjusted net income attributable to RCI shareholders 2
740  762  (3) 1,903  1,925  (1)
Adjusted earnings per share attributable to RCI shareholders 2:
Basic
$1.37  $1.43  (4) $3.53  $3.61  (2)
Diluted
$1.37  $1.42  (4) $3.52  $3.59  (2)
 
Capital expenditures 964  977  (1) 2,773  3,034  (9)
Cash provided by operating activities 1,515  1,893  (20) 4,407  4,545  (3)
Free cash flow 829  915  (9) 2,340  2,167 
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 attributable to RCI shareholders are non-GAAP ratios. Adjusted net income and adjusted net income attributable to RCI shareholders (a component of adjusted basic and adjusted diluted earnings per share) are non-GAAP financial measures. 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.
5
Third Quarter 2025


Results of our Reportable Segments

WIRELESS

Wireless Financial Results
  Three months ended September 30 Nine months ended September 30
(In millions of dollars, except margins) 2025 2024 % Chg 2025 2024 % Chg
 
Revenue
Service revenue from external customers
2,029  2,038  —  6,004  6,003  — 
Service revenue from internal customers
30  28  80  47  70 
Service revenue
2,059  2,066  —  6,084  6,050 
Equipment revenue from external customers
602  554  1,661  1,564 
Revenue
2,661  2,620  7,745  7,614 
 
Operating costs
Cost of equipment 569  545  1,605  1,576 
Other operating costs
718  710  2,150  2,093 
Operating costs
1,287  1,255  3,755  3,669 
 
Adjusted EBITDA 1,374  1,365  3,990  3,945 
 
Adjusted EBITDA margin 1
66.7  % 66.1  % 0.6  pts 65.6  % 65.2  % 0.4  pts
Capital expenditures
367  350  1,139  1,150  (1)
1    Calculated using service revenue.

Wireless Subscriber Results 1
   Three months ended September 30 Nine months ended September 30
(In thousands, except churn and mobile phone ARPU) 2025 2024 Chg 2025 2024 Chg
Postpaid mobile phone
Gross additions 385  459  (74) 1,084  1,353  (269)
Net additions 62  101  (39) 108  311  (203)
Total postpaid mobile phone subscribers 2,3
10,961  10,699  262  10,961  10,699  262 
Churn (monthly) 0.99  % 1.12  % (0.13  pts) 1.00  % 1.10  % (0.10  pts)
Prepaid mobile phone
Gross additions 149  185  (36) 416  417  (1)
Net additions 49  93  (44) 98  106  (8)
Total prepaid mobile phone subscribers 2,3
1,205  1,161  44  1,205  1,161  44 
Churn (monthly) 2.86  % 2.80  % 0.06  pts 3.14  % 3.29  % (0.15  pts)
Mobile phone ARPU (monthly) 4
$56.70  $58.57  ($1.87) $56.40  $57.95  ($1.55)
1    Subscriber counts and subscriber churn are key performance indicators. See "Key Performance Indicators".
2    As at end of period.
3 Effective April 1, 2025, and on a prospective basis, we adjusted our mobile phone subscriber bases to add 96,000 postpaid subscribers and 5,000 prepaid subscribers associated with the completion of the migration of customers from brands we had previously stopped selling. We believe this adjustment more meaningfully reflects the underlying organic subscriber performance of our mobile phone business.
Further, during the third quarter, 11,000 postpaid mobile phone and 4,000 prepaid mobile phone customers impacted by the ongoing decommissioning of our 3G network have been excluded from our customer base and churn metrics above.
4    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
Service revenue this quarter was in line with the prior year. The 1% increase in service revenue year to date was primarily a result of continued growth in our subscriber base.

The decreases in mobile phone ARPU this quarter and year to date were a result of ongoing competitive intensity in a slowing market.

Rogers Communications Inc.
6
Third Quarter 2025


The decreases in gross and net additions this quarter and year to date were a result of a less active market, slowing population growth as a result of changes to government immigration policies, and our focus on attracting subscribers to our premium 5G Rogers brand.

Equipment revenue
The 9% increase in equipment revenue this quarter and 6% increase year to date were primarily a result of:
•higher device upgrades by existing customers; and
•a continued shift in the product mix towards higher-value devices; partially offset by
•a decrease in new subscribers purchasing devices due to lower gross additions.

Operating costs
Cost of equipment
The 4% increase 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 1% increase in other operating costs this quarter and 3% increase year to date were a result of:
•higher service costs; and
•costs associated with the launch of our new satellite-to-mobile product offering.

Adjusted EBITDA
The 1% increases in adjusted EBITDA this quarter and year to date were a result of the revenue and expense changes discussed above.

Rogers Communications Inc.
7
Third Quarter 2025


CABLE

Cable Financial Results
   Three months ended September 30 Nine months ended September 30
(In millions of dollars, except margins) 2025 2024 % Chg 2025 2024 % Chg
Revenue
Service revenue from external customers
1,957  1,930  5,808  5,800  — 
Service revenue from internal customers 17  32  (47) 51  57  (11)
Service revenue
1,974  1,962  5,859  5,857  — 
Equipment revenue from external customers
(13) 25  36  (31)
Revenue 1,981  1,970  5,884  5,893  — 
Operating costs
828  837  (1) 2,476  2,544  (3)
Adjusted EBITDA 1,153  1,133  3,408  3,349 
Adjusted EBITDA margin 58.2  % 57.5  % 0.7  pts 57.9  % 56.8  % 1.1  pts
Capital expenditures 477  511  (7) 1,327  1,500  (12)

Cable Subscriber Results 1
   Three months ended September 30 Nine months ended September 30
(In thousands, except ARPA and penetration) 2025 2024 Chg 2025 2024 Chg
Homes passed 2
10,438  10,145  293  10,438  10,145  293 
Customer relationships
Net additions 20  13  40  33 
Total customer relationships 2,3
4,845  4,669  176  4,845  4,669  176 
ARPA (monthly) 4
$136.05  $140.36  ($4.31) $136.47  $140.05  ($3.58)
Penetration 2
46.4  % 46.0  % 0.4  pts 46.4  % 46.0  % 0.4  pts
Retail Internet
Net additions 29  33  (4) 78  85  (7)
Total retail Internet subscribers 2,3
4,475  4,247  228  4,475  4,247  228 
Video
Net losses (36) (39) (93) (99)
Total Video subscribers 2
2,524  2,652  (128) 2,524  2,652  (128)
Home Monitoring
Net additions 19  (12) 15  31  (16)
Total Home Monitoring subscribers 2
148  120  28  148  120  28 
Home Phone
Net losses (31) (29) (2) (86) (95)
Total Home Phone subscribers 2
1,421  1,534  (113) 1,421  1,534  (113)
1    Subscriber results are key performance indicators. See "Key Performance Indicators".
2    As at end of period.
3    Effective April 1, 2025, and on a prospective basis, we added 122,000 customer relationships and 124,000 retail Internet subscribers to reflect the completion of the migration of subscribers from legacy Fido Internet plans that we had previously removed when we stopped selling new plans for this service. Given this, we believe this adjustment more meaningfully reflects the underlying organic subscriber performance of our retail Internet business.
4    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 1% increase in service revenue this quarter was a result of:
•retail Internet subscriber growth; and
•base management activity; partially offset by
•declines in our Home Phone and Video subscriber bases.

Service revenue year to date was in line with the prior year.

Rogers Communications Inc.
8
Third Quarter 2025


Operating costs
The 1% decrease in operating costs this quarter and 3% decrease year to date were a result of:
•ongoing cost efficiency initiatives; partially offset by
•increased costs associated with marketing and advertising activities.

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

Other Cable Developments
During the third quarter, we announced we had entered into a definitive agreement to sell our customer-facing data centre business to InfraRed Capital Partners. The transaction does not include our corporate data centres used for our own network and IT purposes. The sale is expected to close in the fourth quarter. The assets and liabilities related to the data centre business have been reclassified as "assets held for sale" and "liabilities associated with assets held for sale" on our interim condensed consolidated statement of financial position.

Rogers Communications Inc.
9
Third Quarter 2025


MEDIA

Media Financial Results
   Three months ended September 30 Nine months ended September 30
(In millions of dollars, except margins) 2025 2024 % Chg 2025 2024 % Chg
Revenue from external customers 678  530  28  1,820  1,493  22 
Revenue from internal customers 75  67  12  232  202  15 
Revenue
753  597  26  2,052  1,695  21 
Operating costs
678  461  47  2,032  1,662  22 
Adjusted EBITDA 75  136  (45) 20  33  (39)
Adjusted EBITDA margin 10.0  % 22.8  % (12.8  pts) 1.0  % 1.9  % (0.9  pts)
Capital expenditures 75  36  108  136  202  (33)

Revenue
The 26% increase in revenue this quarter and 21% increase year to date were a result of:
•revenue from MLSE following the MLSE Transaction;
•higher sports-related revenue due to higher Toronto Blue Jays revenue; and
•higher advertising and subscriber revenue related to the launch of the Warner Bros. Discovery suite of channels.

Operating costs
The 47% increase in operating costs this quarter and 22% increase year to date were a result of:
•costs incurred by MLSE following the MLSE Transaction;
•higher programming costs, including those related to the launch of the Warner Bros. Discovery suite of channels, and higher production costs; and
•higher Toronto Blue Jays expenses, including player payroll and game day-related costs.

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
Third Quarter 2025


CAPITAL EXPENDITURES
   Three months ended September 30 Nine months ended September 30
(In millions of dollars, except capital intensity) 2025 2024 % Chg 2025 2024 % Chg
Wireless 367  350  1,139  1,150  (1)
Cable 477  511  (7) 1,327  1,500  (12)
Media 75  36  108  136  202  (33)
Corporate 45  80  (44) 171  182  (6)
Capital expenditures 1
964  977  (1) 2,773  3,034  (9)
Capital intensity 2
18.0  % 19.0  % (1.0  pts) 17.8  % 20.1  % (2.3  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. We continue to expand the reach and capacity of our 5G network (the largest 5G network in Canada as at September 30, 2025) across the country. 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 increase in capital expenditures in Wireless this quarter was due to the timing of investments made to upgrade and expand our wireless network. The decrease in capital expenditures year to date was due to the recognition of capital efficiencies. 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 decreases in capital expenditures in Cable this quarter and year to date were a result of prioritizing our capital investments and striving to recognize capital efficiencies. Capital expenditures reflect continued 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 increase in capital expenditures in Media this quarter was primarily a result of ongoing investments made to revitalize Scotiabank Arena. The decrease year to date was a result of lower Toronto Blue Jays stadium infrastructure-related expenditures associated with the Rogers Centre modernization project, and lower broadcast and digital infrastructures expenditures.

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
Third Quarter 2025


Review of Consolidated Performance

This section discusses our consolidated net income and other income and expenses that do not form part of the segment discussions above.
   Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 % Chg 2025 2024 % Chg
Adjusted EBITDA 2,515  2,545  (1) 7,131  7,084 
Deduct (add):
Depreciation and amortization 1,230  1,157  3,580  3,442 
Restructuring, acquisition and other 51  91  (44) 416  323  29 
Finance costs 252  568  (56) 1,459  1,724  (15)
Other (income) expense (5,038) n/m (5,045) n/m
Income tax expense 212  201  485  414  17 
Net income 5,808  526  n/m 6,236  1,176  n/m

Depreciation and amortization
   Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 % Chg 2025 2024 % Chg
Depreciation of property, plant and equipment 971  923  2,835  2,731 
Depreciation of right-of-use assets 117  97  21  328  304 
Amortization 142  137  417  407 
Total depreciation and amortization 1,230  1,157  3,580  3,442 

Restructuring, acquisition and other
Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 2025 2024
Restructuring, acquisition and other excluding Shaw Transaction-related costs
35  54  338  232 
Shaw Transaction-related costs 16  37  78  91 
Total restructuring, acquisition and other 51  91  416  323 

The restructuring, acquisition and other costs excluding Shaw Transaction-related costs in the third quarters of 2024 and 2025 include severance and other departure-related costs associated with the targeted restructuring of our employee base, costs related to closing the MLSE Transaction, and costs related to real estate rationalization programs. In 2025, the year to date costs also include expenses directly related to completing the network transaction and an unfavourable regulatory decision related to retransmission of distant signals (see "Regulatory Developments" for more information).

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

Rogers Communications Inc.
12
Third Quarter 2025


Finance costs
   Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 % Chg 2025 2024 % Chg
Interest on borrowings, net 1
481  505  (5) 1,480  1,525  (3)
Interest on lease liabilities 37  34  109  103 
Interest on post-employment benefits
(1) (1) —  (4) (3) 33 
Gain on redemption of long-term debt 2
(151) —  —  (151) —  n/m
Loss (gain) on foreign exchange 43  (32) n/m (43) 107  n/m
Change in fair value of derivative instruments (62) 28  n/m 10  (94) n/m
Change in fair value of subsidiary equity derivative instruments 3
(134) —  n/m (41) —  n/m
Capitalized interest (7) (8) (13) (24) (30) (20)
Deferred transaction costs and other 46  42  10  123  116 
Total finance costs 252  568  (56) 1,459  1,724  (15)
1    Interest on borrowings, net includes interest on short-term borrowings and on long-term debt.
2    Reflects the net gain on the redemption of long-term debt purchased in the third quarter (see "Managing our Liquidity and Financial Resources" for more information).
3    Reflects the change in fair value of derivatives entered into related to our subsidiary equity investment (see "Financial Risk Management" for more information). This amount is removed from the calculation of adjusted net income and adjusted net income attributable to RCI shareholders (see below).

Other income
The other income this quarter and year to date primarily reflects a $5 billion non-cash gain to recognize our existing interest in MLSE at fair value, which was required as a result of the MLSE Transaction.

Income tax expense
   Three months ended September 30 Nine months ended September 30
(In millions of dollars, except tax rates) 2025 2024 2025 2024
Statutory income tax rate 26.2  % 26.2  % 26.2  % 26.2  %
Income before income tax expense 6,020  727  6,721  1,590 
Computed income tax expense 1,577  190  1,761  417 
Increase (decrease) in income tax expense resulting from:
Non-taxable gain on revaluation of MLSE investment
(1,314) —  (1,314) — 
Non-deductible (taxable) stock-based compensation (6)
Non-(taxable) deductible portion of equity (income) losses (4) —  (3)
Non-(taxable) deductible portion of capital (gains) losses (31) —  13  — 
Unrealized capital losses for which no deferred tax asset is recognized
—  49  — 
Recognition of previously unrecognized capital loss carryforwards
(10) —  (10) — 
Other items (17) (17)
Total income tax expense 212  201  485  414 
Effective income tax rate 3.5  % 27.6  % 7.2  % 26.0  %
Cash income taxes paid 234  156  548  388 

Cash income taxes paid increased this quarter and year to date due to an increase in taxable income and the timing of installments.

Rogers Communications Inc.
13
Third Quarter 2025


Net income
   Three months ended September 30 Nine months ended September 30
(In millions of dollars, except per share amounts) 2025 2024 % Chg 2025 2024 % Chg
Net income 5,808  526  n/m 6,236  1,176  n/m
Net income attributable to RCI shareholders
5,754  526  n/m 6,191  1,176  n/m
Basic earnings per share attributable to RCI shareholders $10.66  $0.99  n/m $11.49  $2.21  n/m
Diluted earnings per share attributable to RCI shareholders $10.62  $0.98  n/m $11.46  $2.19  n/m

Adjusted net income
We calculate adjusted net income from adjusted EBITDA as follows:
   Three months ended September 30 Nine months ended September 30
(In millions of dollars, except per share amounts) 2025 2024 % Chg 2025 2024 % Chg
Adjusted EBITDA 2,515  2,545  (1) 7,131  7,084 
Deduct:
Depreciation and amortization 1
1,020  930  10  2,929  2,753 
Finance costs 2
537  568  (5) 1,651  1,724  (4)
Other (income) expense 3
(22) n/m (29) n/m
Income tax expense 4
254  283  (10) 679  677  — 
Adjusted net income
726  762  (5) 1,901  1,925  (1)
Adjusted net income attributable to RCI shareholders
740  762  (3) 1,903  1,925  (1)
Adjusted earnings per share attributable to RCI shareholders:
Basic
$1.37  $1.43  (4) $3.53  $3.61  (2)
Diluted
$1.37  $1.42  (4) $3.52  $3.59  (2)
1    Depreciation and amortization 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 nine months ended September 30, 2025 of $210 million and $651 million (2024 - $227 million and $689 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 Finance costs exclude the $151 million gain on repayment of long-term debt for the three and nine months ended September 30, 2025. Finance costs also exclude the $134 million and $41 million change in fair value of subsidiary equity derivative instruments for the three and nine months ended September 30, 2025. Effective the second quarter of 2025 and as a result of closing the network transaction, we believe removing this amount more accurately reflects our ongoing operational results as these derivative instruments economically hedge the foreign exchange impacts of the network transaction but they are not eligible to be accounted for as hedges in accordance with IFRS. See "Financial Risk Management - Subsidiary equity derivatives" for more details on these derivative instruments.
3    Other income excludes a $5,016 million gain on revaluation of our existing investment in MLSE as a result of the MLSE Transaction.
4    Income tax expense excludes recoveries of $42 million and $194 million (2024 - recoveries of $82 million and $263 million) for the three and nine months ended September 30, 2025 related to the income tax impact for adjusted items.

Effective the second quarter of 2025, as a result of the closing of the network transaction, we introduced a new non-GAAP measure - adjusted net income attributable to RCI shareholders. In addition to the adjustments applied to net income to calculate adjusted net income, adjusted net income attributable to RCI shareholders further adjusts net income attributable to RCI shareholders by removing the impacts of foreign exchange revaluation within BNSI as the subsidiary equity derivatives we have entered into economically and effectively hedge our foreign exchange exposures arising from the investment.

Rogers Communications Inc.
14
Third Quarter 2025


Managing our Liquidity and Financial Resources

Operating, investing, and financing activities
   Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 2025 2024
Cash provided by operating activities before changes in net operating assets and liabilities, income taxes paid, and interest paid 2,425  2,442  6,732  6,764 
Change in net operating assets and liabilities (133) 200  (244) (209)
Income taxes paid (234) (156) (548) (388)
Interest paid, net (543) (593) (1,533) (1,622)
Cash provided by operating activities 1,515  1,893  4,407  4,545 
Investing activities:
Capital expenditures (964) (977) (2,773) (3,034)
Additions to program rights (21) (33) (69) (56)
Changes in non-cash working capital related to capital expenditures and intangible assets (51) (70) (107) (31)
Acquisitions and other strategic transactions, net of cash acquired (4,499) —  (4,499) (475)
Other (3) (1) 11 
Cash used in investing activities (5,538) (1,081) (7,443) (3,585)
Financing activities:
Net proceeds received from (repayment of) short-term borrowings 1,972  (142) 636  1,119 
Net (repayment) issuance of long-term debt (2,928) 18  (2,504) (1,108)
Net (payments) proceeds on settlement of debt derivatives and subsidiary equity derivatives (37) (25) 40  (3)
Transaction costs incurred (4) —  (103) (46)
Principal payments of lease liabilities (147) (127) (414) (358)
Dividends paid to RCI shareholders
(270) (186) (643) (558)
Distributions paid by subsidiaries to non-controlling interests
(14) —  (14) — 
Issuance of subsidiary shares to non-controlling interest —  —  6,656  — 
Other —  (4) (4)
Cash (used in) provided by financing activities (1,428) (461) 3,650  (958)
Change in cash and cash equivalents
(5,451) 351  614 
Cash and cash equivalents, beginning of period 6,963  451  898  800 
Cash and cash equivalents, end of period 1,512  802  1,512  802 

Operating activities
Cash provided by operating activities increased this quarter and year to date primarily as a result of higher net investment in net operating assets and liabilities, in part due to the seasonal impact of MLSE, and higher income taxes paid, net.

Investing activities
Capital expenditures
During the quarter and year to date, we incurred $964 million and $2,773 million (2024 - $977 million and $3,034 million) 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 $4.5 billion, net of cash acquired, to acquire Bell's 37.5% ownership stake in MLSE.

Rogers Communications Inc.
15
Third Quarter 2025


Financing activities
During the quarter and year to date, we paid net amounts of $997 million and $1,931 million (2024 - paid $149 million and $38 million) 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. We also closed the network transaction in June 2025 and received US$4.85 billion ($6.7 billion) in cash from Blackstone.

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 September 30, 2025 and December 31, 2024.
As at
September 30
As at
December 31
(In millions of dollars) 2025 2024
Receivables securitization program 1,600  2,000 
US commercial paper program (net of the discount on issuance) —  452 
Non-revolving credit facility borrowings (net of the discount on issuance) 2,013  507 
Total short-term borrowings 3,613  2,959 

The tables below summarize the activity relating to our short-term borrowings for the three and nine months ended September 30, 2025 and 2024.
Three months ended September 30, 2025 Nine months ended
September 30, 2025
Notional Exchange Notional Notional Exchange Notional
(In millions of dollars, except exchange rates) (US$) rate (Cdn$) (US$) rate (Cdn$)
Repayment of receivables securitization —  (400)
Net repayment of receivables securitization —  (400)
Proceeds received from US commercial paper 218  1.376  300  517  1.410  729 
Repayment of US commercial paper (219) 1.365  (299) (835) 1.413  (1,180)
Net proceeds received from (repayment of) US commercial paper (451)
Proceeds received from non-revolving credit facilities (US$) 1
4,352  1.375  5,982  5,397  1.386  7,479 
Repayment of non-revolving credit facilities (US$) (2,906) 1.380  (4,011) (4,303) 1.393  (5,992)
Net proceeds received from non-revolving credit facilities 1,971  1,487 
Net proceeds received from short-term borrowings 1,972  636 
1    Borrowings under our non-revolving facility matured and were reissued regularly, such that until repaid, we maintained net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.
Rogers Communications Inc.
16
Third Quarter 2025


Three months ended September 30, 2024 Nine months ended September 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 120  1.367  164  1,402  1.355  1,900 
Repayment of US commercial paper (220) 1.364  (300) (1,525) 1.360  (2,074)
Net repayment of US commercial paper (136) (174)
Proceeds received from non-revolving credit facilities (US$) 1
1,275  1.366  1,742  1,829  1.364  2,495 
Repayment of non-revolving credit facilities (US$) 1
(1,279) 1.367  (1,748) (1,464) 1.367  (2,002)
Net (repayment of) proceeds received from non-revolving credit facilities (6) 493 
Net (repayment of) proceeds received from short-term borrowings (142) 1,119 
1    Borrowings under our non-revolving facility matured and were reissued regularly, such that until repaid, we maintained net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.

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

Concurrent with our US 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.

Rogers Communications Inc.
17
Third Quarter 2025


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 nine months ended September 30, 2025 and 2024.
Three months ended
 September 30, 2025
Nine months ended
September 30, 2025
(In millions of dollars, except exchange rates) Notional Exchange Notional Notional Exchange Notional
(US$) rate (Cdn$) (US$) rate (Cdn$)
Credit facility borrowings (Cdn$) 134  196 
Credit facility borrowings (US$) 1,325  1.367  1,811  1,325  1.367  1,811 
Total credit facility borrowings 1,945  2,007 
Credit facility repayments (US$) (1,325) 1.361  (1,803) (1,325) 1.361  (1,803)
Total credit facility repayments (1,803) (1,803)
Net borrowings under credit facilities 142  204 
Term loan facility net borrowings (US$) 1
—  —  —  n/m
Term loan facility net repayments (US$) 1
—  —  —  (697) 1.380  (962)
Net repayments under term loan facility —  (956)
Senior note repayments (Cdn$) (1,147) (2,397)
Senior note repayments (US$) (1,412) 1.362  (1,923) (2,412) 1.394  (3,362)
Total senior notes repayments (3,070) (5,759)
Net repayment of senior notes (3,070) (5,759)
Subordinated note issuances (Cdn$) —  1,000 
Subordinated note issuances (US$) —  —  —  2,100  1.432  3,007 
Total issuances of subordinated notes —  4,007 
Net repayment of long-term debt (2,928) (2,504)
1    Borrowings under our term loan facility matured and were reissued regularly, such that until repaid, we maintained net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.
Three months ended September 30, 2024 Nine months ended September 30, 2024
(In millions of dollars, except exchange rates) Notional (US$) Exchange rate Notional (Cdn$) Notional (US$) Exchange rate Notional (Cdn$)
Term loan facility net borrowings (US$) 1
n/m 18  n/m 18 
Term loan facility net repayments (US$) 1
—  —  —  (2,512) 1.351  (3,393)
Net borrowings (repayments) under term loan facility 18  (3,375)
Senior note issuances (US$) —  —  —  2,500  1.347  3,367 
Senior note repayments (Cdn$) —  (1,100)
Net issuance of senior notes —  2,267 
Net issuance (repayment) of long-term debt 18  (1,108)
1    Borrowings under our term loan facility matured and were reissued regularly, such that until repaid, we maintained net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.

Rogers Communications Inc.
18
Third Quarter 2025


Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 2025 2024
Long-term debt, beginning of period 40,852  40,585  41,896  40,855 
Net (repayment) issuance of long-term debt (2,928) 18  (2,504) (1,108)
Discount on principal amount of senior notes repurchased in connection with tender offer
(504) —  (504) — 
Increase in government grant liability related to Canada Infrastructure Bank facility (5) —  (43) — 
Long-term debt acquired through the MLSE Transaction
298  —  298  — 
Loss (gain) on foreign exchange 447  (344) (951) 495 
Deferred transaction costs derecognized (incurred)
131  —  31  (53)
Amortization of deferred transaction costs 31  35  99  105 
Long-term debt, end of period
38,322  40,294  38,322  40,294 

In September 2025, we amended the terms of our $4 billion revolving credit facility to, among other things, extend the maturity date of the $3 billion tranche to September 2030, from April 2029, and the $1 billion tranche to September 30, 2028, from April 2027.

In June 2025, we repaid the $1 billion outstanding under the April 2026 tranche of the term loan and terminated the facility.

In connection with the network transaction, we paid an aggregate of approximately $30 million to the consenting holders of our outstanding senior notes for their consent to certain clarifying amendments to the indentures governing those securities concurrently with the closing of the network transaction plus approximately $18 million of other directly attributable transaction costs. These costs are being amortized into finance costs over the remaining terms of the underlying notes using the effective interest method.

In July 2025, to partially fund the MLSE Transaction, we borrowed US$1.3 billion ($1.8 billion) under our revolving credit facility (which was subsequently repaid using the proceeds from the network transaction) and US$1.5 billion ($2 billion) under two new $1 billion non-revolving credit facilities that mature in July 2026 (the borrowings under which are recognized within "short-term borrowings" on our consolidated statement of financial position).

Through the MLSE Transaction, we acquired MLSE's revolving and non-revolving credit facilities. The revolving credit facility has a borrowing limit of $260 million and matures in June 2028. During the quarter, we borrowed $125 million under the MLSE revolving credit facility. The non-revolving credit facility has a borrowing limit of $300 million, is fully drawn (reflected in "Long-term debt acquired through the MLSE Transaction" in the table above), and matures in June 2028. MLSE had entered into an interest rate swap to convert the floating interest rate on the borrowings under the non-revolving credit facility to a fixed interest rate (see "Financial Risk Management" for more information). Both of MLSE's credit facilities are secured by a first charge on Scotiabank Arena and all personal property of MLSE, subject to certain exceptions.

Rogers Communications Inc.
19
Third Quarter 2025


Issuance of senior and subordinated notes and related debt derivatives
Below is a summary of the senior and subordinated notes we issued during the three and nine months ended September 30, 2025 and 2024.
(In millions of dollars, except interest rates and discounts) Discount/ premium at issuance
Total gross

proceeds 1 (Cdn$)
Transaction costs and
discounts 2 (Cdn$)
Date issued   Principal amount Due date Interest rate
2025 issuances
February 12, 2025 (subordinated) 3
US 1,100  2055 7.000  % 100.000  % 1,575  21 
February 12, 2025 (subordinated) 3
US 1,000  2055 7.125  % 100.000  % 1,432  19 
February 12, 2025 (subordinated) 3
1,000  2055 5.625  % 99.983  % 1,000  11 
2024 issuances
February 9, 2024 (senior)
US
1,250  2029 5.000  % 99.714  % 1,684  20 
February 9, 2024 (senior)
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.
3    Deferred transaction costs and discounts (if any) in the carrying value of the subordinated notes are recognized in net income using the effective interest method. The three issuances of subordinated notes due 2055 can be redeemed at par on February 15, 2030, February 15, 2035, and February 15, 2030, respectively, or on any subsequent interest payment date.

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

Concurrent with the US dollar-denominated issuances, we entered into debt derivatives to convert all interest and principal payment obligations to Canadian dollars. We received net proceeds of $4.0 billion from the issuances. We used the proceeds to repay debt and to fund a portion of the MLSE Transaction.

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

2024
In February 2024, we issued senior notes with an aggregate principal amount of US$2.5 billion, consisting of US$1.25 billion of 5.00% senior notes due 2029 and US$1.25 billion of 5.30% senior notes due 2034. Concurrent with the issuance, we entered into debt derivatives to convert all interest and principal payment obligations to Canadian dollars. As a result, we received net proceeds of US$2.46 billion ($3.32 billion). We used the proceeds from this issuance to repay $3.4 billion of our term loan facility such that only $1 billion remained outstanding under the April 2026 tranche.

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

This quarter, we purchased $1,205 million principal amount of our Canadian dollar-denominated senior notes and US$1,738 million principal amount of our US dollar-denominated senior notes, paying the note holders $1,147 million and US$1,411 million, respectively, plus accrued interest, for the purchase of those senior notes. In connection with our purchase of the US-dollar denominated senior notes, we also partially settled the associated debt derivatives. See "Financial Risk Management" for more information.

2024
In January 2024, we repaid the entire outstanding principal of our $500 million 4.35% senior notes at maturity. In March 2024, we repaid the entire outstanding principal of our $600 million 4.00% senior notes at maturity. There were no derivatives associated with these senior notes.
Rogers Communications Inc.
20
Third Quarter 2025


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 2025 and 2024. On July 22, 2025, the Board declared a quarterly dividend of $0.50 per Class A Voting Share and Class B Non-Voting Share, to be paid on October 3, 2025, to shareholders of record on September 8, 2025.
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 29, 2025 March 10, 2025 April 2, 2025 0.50  188  81  269  2,181 
April 22, 2025 June 9, 2025 July 3, 2025 0.50  270  —  270  — 
July 22, 2025 September 8, 2025 October 3, 2025 0.50  270  —  270  — 
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 
July 23, 2024 September 9, 2024 October 3, 2024 0.50  181  86  267  1,633 
October 23, 2024 December 9, 2024 January 3, 2025 0.50  185  84  269  1,943 
1    Class B Non-Voting Shares were issued as partial settlement of our quarterly dividend payable on the payment date under the terms of our dividend reinvestment plan.

Non-controlling interest
On June 20, 2025, through the network transaction, we sold a 49.9% equity interest, representing a 20% voting interest, in a subsidiary (BNSI) that owns a portion of our wireless backhaul transport infrastructure to Blackstone for US$4.85 billion ($6.7 billion). We control BNSI and have therefore included its results in our consolidated financial statements. Provided our debt leverage ratio is not greater than 3.25x, at any time between the eighth and twelfth anniversaries of closing, we will have the right to purchase Blackstone's interest in BNSI for a cash purchase price based on the lesser of a multiple of BNSI's EBITDA (calculated in accordance with the BNSI shareholder agreement) and an amount necessary to provide Blackstone with an 8% annual rate of return, subject to a pre-agreed floor and after considering distributions previously made to Blackstone. Blackstone does not have a right to require Rogers to repurchase or redeem its shares.

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

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

We have entered into derivative agreements in connection with the network transaction (see "Financial Risk Management" for more information).

Rogers Communications Inc.
21
Third Quarter 2025


Free cash flow
   Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 % Chg 2025 2024 % Chg
Adjusted EBITDA 2,515  2,545  (1) 7,131  7,084 
Deduct:
Capital expenditures 1
964  977  (1) 2,773  3,034  (9)
Interest on borrowings, net and capitalized interest 474  497  (5) 1,456  1,495  (3)
Cash income taxes 2
234  156  50  548  388  41 
Distributions paid by subsidiaries to non-controlling interest
14  —  —  14  —  — 
Free cash flow 829  915  (9) 2,340  2,167 
1    Includes additions to property, plant and equipment net of proceeds on disposition, but does not include expenditures for spectrum licences, additions to right-of-use assets, or assets acquired through business combinations.
2    Cash income taxes are net of refunds received.

Free cash flow decreased this quarter, primarily as a result of higher cash income taxes. The year to date increase was primarily a result of lower capital expenditures.

As a result of closing the network transaction, in the second quarter, we amended our definition of free cash flow to deduct distributions paid to non-controlling interests to reflect the unavailability of this cash flow to repay debt or reinvest in our company. See "Non-controlling interest" above and "Strategic Highlights – Subsidiary Equity Investment" for more information on the network transaction.

Rogers Communications Inc.
22
Third Quarter 2025


Overview of Financial Position
As at As at
September 30 December 31
(In millions of dollars) 2025 2024 $ Chg % Chg Explanation of significant changes
Assets
Current assets:
Cash and cash equivalents 1,512  898  614  68  See "Managing our Liquidity and Financial Resources".
Accounts receivable 5,590  5,478  112 
Primarily reflects accounts receivable acquired as a result of the MLSE Transaction.
Inventories 481  641  (160) (25)
Reflects a decrease in Wireless handset inventories.
Current portion of contract assets 157  171  (14) (8)
n/m
Other current assets 1,298  849  449  53 
Primarily reflects an increase in income taxes receivable and an increase in prepaid expenses related to our annual Wireless spectrum licence renewal fees and certain program rights.
Current portion of derivative instruments 166  336  (170) (51) Reflects the change in market values of certain debt and expenditure derivatives as a result of the appreciation of the Cdn$ relative to the US$.
Assets held for sale 166  —  166  — 
Reflects the reclassification of assets, including an allocation of goodwill, related to our customer-facing data centre business.
Total current assets 9,370  8,373  997  12 
Property, plant and equipment 26,218  25,072  1,146  Primarily reflects the fair value of assets acquired as a result of the MLSE Transaction, partially offset by depreciation expense related to our asset base.
Intangible assets 28,868  17,858  11,010  62 
Reflects the fair value of intangible assets acquired as a result of the MLSE Transaction.
Investments 1,169  615  554  90 
Reflects the fair value of investments acquired as a result of the MLSE Transaction.
Derivative instruments 825  997  (172) (17) Reflects the change in market values of certain debt derivatives as a result of the appreciation of the Cdn$ relative to the US$.
Financing receivables 1,055  1,189  (134) (11)
Reflects lower financing receivables as a result of business seasonality.
Other long-term assets 1,864  1,027  837  81 
Primarily reflects player-related deferred compensation assets (with a corresponding liability in other long-term liabilities).
Goodwill 20,246  16,280  3,966  24 
Primarily reflects goodwill recognized as a result of the MLSE Transaction.
Total assets 89,615  71,411  18,204  25   
Liabilities and equity
Current liabilities:
Short-term borrowings 3,613  2,959  654  22  See "Managing our Liquidity and Financial Resources".
Accounts payable and accrued liabilities 4,368  4,059  309 
Reflects accounts payable and accrued liabilities acquired in the MLSE Transaction, partially offset by business seasonality.
Income tax payable —  26  (26) (100)
n/m
Other current liabilities 3,777  482  3,295  n/m
Reflects the recognition of the MLSE put liability (see "MLSE Transaction").
Contract liabilities 1,105  800  305  38 
Reflects an increase in contract liabilities as a result of the MLSE Transaction.
Current portion of long-term debt 1,599  3,696  (2,097) (57)
Primarily reflects the repayment at maturity of US$1 billion of senior notes in March 2025 and $1.25 billion of senior notes in April 2025, partially offset by the reclassification to current of $500 million of senior notes due September 2026.
Current portion of lease liabilities 612  587  25 
n/m
Liabilities associated with assets held for sale
49  —  49  — 
Reflects the reclassification of liabilities related to our customer-facing data centre business.
Total current liabilities 15,123  12,609  2,514  20   
Provisions 58  61  (3) (5) n/m
Long-term debt 36,723  38,200  (1,477) (4)
Primarily reflects the issuance of US$2.1 billion and $1 billion of subordinated notes in February 2025, partially offset by the $1 billion repayment of the term loan facility and the reclassification of $500 million of senior notes due in September 2026.
Lease liabilities 2,415  2,191  224  10 
Reflects an increase in lease liabilities as a result of the MLSE Transaction.
Other long-term liabilities 2,243  1,666  577  35 
Primarily reflects liabilities for certain player-related deferred compensation arrangements, including those acquired in the MLSE Transaction.
Deferred tax liabilities 9,423  6,281  3,142  50 
Reflects deferred tax liabilities arising from the MLSE Transaction.
Total liabilities 65,985  61,008  4,977   
Equity
23,630  10,403  13,227  127 
Reflects the $6.7 billion received through the network transaction and changes in retained earnings and equity reserves.
Total liabilities and equity
89,615  71,411  18,204  25   
Rogers Communications Inc.
23
Third Quarter 2025


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 September 30, 2025 and December 31, 2024.
As at September 30, 2025 Total sources Drawn Letters of credit Net available
(In millions of dollars)
Cash and cash equivalents 1,512  —  —  1,512 
Bank credit facilities 1:
Revolving 4,260  125  10  4,125 
Non-revolving 2,300  2,300  —  — 
Outstanding letters of credit —  — 
Receivables securitization 1
2,400  1,600  —  800 
Total 10,475  4,025  13  6,437 
1    The total liquidity sources under our bank credit facilities and receivables securitization represents the total credit limits per the relevant agreements. The amount drawn and letters of credit are currently outstanding under those agreements.

As at December 31, 2024 Total sources Drawn Letters of credit
US CP program 1
Net available
(In millions of dollars)
Cash and cash equivalents 898  —  —  —  898 
Bank credit facilities 2:
Revolving 4,000  —  10  455  3,535 
Non-revolving 500  500  —  —  — 
Outstanding letters of credit —  —  — 
Receivables securitization 2
2,400  2,000  —  —  400 
Total
7,801  2,500  13  455  4,833 
1    The US CP program amounts are gross of the discount on issuance.
2    The total liquidity sources under our bank credit facilities and receivables securitization represents the total credit limits per the relevant agreements. The amount drawn and letters of credit are currently outstanding under those agreements. The US CP program amount represents our currently outstanding US CP borrowings that are backstopped by our revolving credit facility.

Our $815 million Canada Infrastructure Bank credit agreement is not included in available liquidity as it can only be drawn upon for use in broadband projects under the Universal Broadband Fund, and therefore is not available for other general purposes. This quarter and year to date, we borrowed $9 million and $71 million under this facility.

Weighted average cost of borrowings
Our weighted average cost of all borrowings was 4.80% as at September 30, 2025 (December 31, 2024 - 4.61%) and our weighted average term to maturity was 8.7 years (December 31, 2024 - 9.8 years). These figures reflect the expected repayment of our subordinated notes on their respective at-par redemption dates.

Rogers Communications Inc.
24
Third Quarter 2025


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
September 30
As at
December 31
(In millions of dollars, except ratios) 2025 2024
Current portion of long-term debt 1,599  3,696 
Long-term debt 36,723  38,200 
Deferred transaction costs and discounts 826  951 
39,148  42,847 
Add (deduct):
Adjustment of US dollar-denominated debt to hedged rate
(1,753) (2,855)
Subordinated notes adjustment 1
(3,484) (1,540)
Short-term borrowings 3,613  2,959 
Deferred government grant liability 2
80  39 
Current portion of lease liabilities 612  587 
Lease liabilities 2,415  2,191 
Cash and cash equivalents (1,512) (898)
Adjusted net debt 3
39,119  43,330 
Divided by: trailing 12-month adjusted EBITDA 9,664  9,617 
Debt leverage ratio 4.0  4.5 
Divided by: pro forma trailing 12-month adjusted EBITDA 3
9,914 
Pro forma debt leverage ratio 3.9 
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    For the purposes of calculating adjusted net debt and debt leverage ratio, we have added the deferred government grant liability relating to our Canada Infrastructure Bank facility to reflect the inclusion of the cash drawings.
3    Adjusted net debt is a capital management measure. Pro forma trailing 12-month adjusted EBITDA is a non-GAAP financial measure and 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.

Trailing 12-month adjusted EBITDA reflects the combined results of Rogers including MLSE for the period since the MLSE Transaction closed in July 2025 to September 2025 and standalone Rogers results prior to July 2025. To illustrate the results of a combined Rogers and MLSE as if the MLSE Transaction had closed at the beginning of the trailing 12-month period, we have also disclosed a pro forma trailing 12-month adjusted EBITDA and pro forma debt leverage ratio. Pro forma adjusted EBITDA incorporates an amount representing the results of MLSE's adjusted EBITDA, adjusted to conform to Rogers' accounting policies, for the nine months beginning October 1, 2024.

These pro forma metrics are presented for illustrative purposes only and do not purport to reflect what the combined company's actual operating results or financial condition would have been had the MLSE Transaction occurred on the date indicated, nor do they purport to project our future financial position or operating results and should not be taken as representative of our future financial position or consolidated operating results.

As at June 30, 2025, we had met our earlier stated objective of returning our debt leverage ratio to approximately 3.5 within 36 months of the April 2023 closing of the Shaw Transaction. Subsequently, as a result of closing the MLSE Transaction, our debt leverage ratio increased. We intend to manage our debt leverage ratio through combined operational synergies, organic growth in adjusted EBITDA, proceeds from asset sales and monetizations, equity financing, and debt repayment, as applicable.

Rogers Communications Inc.
25
Third Quarter 2025


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 September 30, 2025.
Issuance S&P Global Ratings Services Moody's DBRS Morningstar
Corporate credit issuer default rating
BBB- (stable)
Baa3 (stable)
BBB (low) (positive)
Senior unsecured debt
BBB- (stable)
Baa3 (stable)
BBB (low) (positive)
Subordinated debt
BB (stable)
Ba1/Ba2 (stable)
BB (low) (positive) 1
US commercial paper A-3 P-3
N/A 1
1    We have not sought a rating from DBRS Morningstar for our subordinated debt issued before March 31, 2022 or for our short-term obligations.

Outstanding common shares
As at
September 30
As at
December 31
   2025 2024
Common shares outstanding 1
Class A Voting Shares 111,152,011  111,152,011 
Class B Non-Voting Shares 429,073,267  424,949,191 
Total common shares 540,225,278  536,101,202 
Options to purchase Class B Non-Voting Shares
Outstanding options 11,766,094  9,707,847 
Outstanding options exercisable 7,322,180  6,135,190 
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.

Class B Non-Voting Shares were issued 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).

Financial Risk Management

This section should be read in conjunction with "Financial Risk Management" in our 2024 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 90.2% of our outstanding debt, including short-term borrowings, as at September 30, 2025 (December 31, 2024 - 90.8%).

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.

Rogers Communications Inc.
26
Third Quarter 2025


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 nine months ended September 30, 2025 and 2024.
Three months ended September 30, 2025 Nine months ended
September 30, 2025
(In millions of dollars, except exchange rates)
Notional
 (US$)
Exchange rate
Notional
(Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Credit facilities
Debt derivatives entered 5,677  1.373  7,793  9,825  1.394  13,695 
Debt derivatives settled 4,231  1.374  5,814  9,427  1.396  13,156 
Net cash received (paid) on settlement 13  (55)
US commercial paper program
Debt derivatives entered 218  1.376  300  517  1.410  729 
Debt derivatives settled 218  1.367  298  831  1.414  1,175 
Net cash paid on settlement (3) (1)
Three months ended September 30, 2024 Nine months ended
September 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 3,476  1.364  4,740  11,739  1.355  15,903 
Debt derivatives settled 3,472  1.361  4,727  13,878  1.354  18,785 
Net cash paid on settlement (24) (8)
US commercial paper program
Debt derivatives entered 120  1.367  164  1,401  1.355  1,899 
Debt derivatives settled 218  1.367  298  1,514  1.361  2,060 
Net cash (paid) received on settlement (1)

As at September 30, 2025, we had US$1,446 million and nil notional amount of debt derivatives outstanding related to our credit facility borrowings and US CP program at average rates of $1.378/US$ and nil (December 31, 2024 - US$1,048 million and US$314 million at average rates of $1.439/US$ and $1.423/US$), respectively.

Through the MLSE Transaction, we acquired an interest rate swap MLSE had entered into to convert the $300 million of borrowings outstanding under its non-revolving credit facility (see "Managing our Liquidity and Financial Resources" for more information) from a floating rate to a fixed rate of 3.55%. The interest rate swap matures concurrently with the maturity of the non-revolving credit facility in June 2028. The interest rate swap has been designated as a hedge for accounting purposes.

Senior and subordinated notes
Below is a summary of the debt derivatives we entered into related to senior and subordinated notes during the three and nine months ended September 30, 2025 and 2024.
(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$)
2025 issuances
February 12, 2025 1,100  2055 7.000  % 5.440  % 1,575 
February 12, 2025 1,000  2055 7.125  % 5.862  % 1,432 
2024 issuances
February 9, 2024 1,250  2029 5.000  % 4.735  % 1,684 
February 9, 2024 1,250 2034 5.300  % 5.107  % 1,683 
1    Converting from a fixed US$ coupon rate to a weighted average Cdn$ fixed rate.

Rogers Communications Inc.
27
Third Quarter 2025


As at September 30, 2025, we had US$16,611 million (December 31, 2024 - US$17,250 million) in US dollar-denominated senior notes, debentures, and subordinated notes, of which all of the associated foreign exchange risk had been hedged using debt derivatives, at an average rate of $1.289/US$ (December 31, 2024 - $1.272/US$).

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

In July 2025, in connection with the offers to repurchase certain of our US dollar-denominated senior notes, we partially settled the associated debt derivatives on the accepted senior notes.

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 nine months ended September 30, 2025 and 2024.
Three months ended September 30, 2025 Nine months ended September 30, 2025
(In millions of dollars, except exchange rates)
Notional
(US$)
Exchange rate Notional
(Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Debt derivatives entered 66  1.379  91  180  1.389  250 
Debt derivatives settled 62  1.355  84  182  1.352  246 
Three months ended September 30, 2024 Nine months ended September 30, 2024
(In millions of dollars, except exchange rates)
Notional
(US$)
Exchange rate Notional
(Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Debt derivatives entered 73  1.356  99  228  1.355  309 
Debt derivatives settled 54  1.352  73  155  1.329  206 

As at September 30, 2025, we had US$414 million notional amount of debt derivatives outstanding relating to our outstanding lease liabilities (December 31, 2024 - US$416 million) with terms to maturity ranging from October 2025 to September 2028 (December 31, 2024 - January 2025 to December 2027) at an average rate of $1.365/US$ (December 31, 2024 - $1.349/US$).

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

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. In 2025, as a result of the MLSE Transaction, we acquired expenditure derivatives and other foreign exchange options that had previously been entered into by MLSE. The other foreign exchange options are effective economic hedges against future US dollar-denominated expenditures; however, they cannot be designated as hedges for accounting purposes.

Below is a summary of the expenditure derivatives we entered into and settled during the three and nine months ended September 30, 2025 and 2024.
Three months ended September 30, 2025 Nine months ended September 30, 2025
(In millions of dollars, except exchange rates)
Notional
(US$)
Exchange rate Notional
(Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Expenditure derivatives entered 60  1.313  78  1,235  1.362  1,682 
Expenditure derivatives acquired
619  1.363  844  619  1.363  844 
Expenditure derivatives settled 499  1.351  674  1,099  1.344  1,477 
Three months ended September 30, 2024 Nine months ended September 30, 2024
(In millions of dollars, except exchange rates)
Notional
(US$)
Exchange rate Notional
(Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Expenditure derivatives entered 600  1.342  805  1,110  1.341  1,489 
Expenditure derivatives settled 315  1.324  417  915  1.325  1,212 

As at September 30, 2025, we had US$2,345 million notional amount of expenditure derivatives outstanding (December 31, 2024 - US$1,590 million) with terms to maturity ranging from October 2025 to June 2039 (December 31, 2024 - January 2025 to December 2026) at an average rate of $1.354/US$ (December 31, 2024 - $1.336/US$). Of the
Rogers Communications Inc.
28
Third Quarter 2025


US$1,235 million notional expenditure derivatives entered this year, US$305 million relates to a hedge of future Toronto Blue Jays player compensation at a rate of $1.30/US$ over the next 14 years.

In addition to the expenditure derivatives set forth in the tables above, we acquired other foreign exchange options with a maximum notional amount of US$1,078 million through the MLSE Transaction. These derivatives have not been designated as hedges for accounting purposes and changes in their fair values are recognized in "change in fair value of derivative instruments" in "finance costs".

This quarter, we settled US$24 million ($32 million) notional amount of other foreign exchange options, reflecting an exchange rate of $1.3175/US$, and US$120 million notional amount of other foreign exchange options expired unexercised.

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 September 30, 2025, we had equity derivatives outstanding for 4.5 million (December 31, 2024 - 6.0 million) Class B Non-Voting Shares with a weighted average price of $45.89 (December 31, 2024 - $53.27).

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

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

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

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

Cash settlements on debt derivatives and subsidiary equity derivatives
Below is a summary of the net payments on settlement of debt derivatives and subsidiary equity derivatives during the three and nine months ended September 30, 2025 and 2024.
Three months ended September 30 Nine months ended September 30
(In millions of dollars, except exchange rates) 2025 2024 2025 2024
Credit facilities 13  (24) (55) (8)
US commercial paper program (3) (1) (1)
Senior and subordinated notes (48) —  47  — 
Lease liabilities
—  —  — 
Subsidiary equity derivatives —  44  — 
Net payments on settlement of debt derivatives and subsidiary equity derivatives (37) (25) 40  (3)

Rogers Communications Inc.
29
Third Quarter 2025


Mark-to-market value
We record our derivatives using an estimated credit-adjusted, mark-to-market valuation, calculated in accordance with IFRS.
   As at September 30, 2025
(In millions of dollars, except exchange rates)
Notional
amount
(US$)
Exchange
rate
Notional
amount
(Cdn$)
Fair value 
(Cdn$) 
Debt derivatives accounted for as cash flow hedges:
As assets 9,370  1.2463  11,678  895 
As liabilities 7,655  1.3447  10,294  (677)
MLSE interest rate swap
—  —  300  (10)
Debt derivatives not accounted for as hedges:
As assets 1,446  1.3775  1,992  21 
Net mark-to-market debt derivative asset       229 
Expenditure derivatives accounted for as cash flow hedges:
As assets 1,364  1.3294  1,813  48 
As liabilities 981  1.3884  1,362  (17)
Net mark-to-market expenditure derivative asset       31 
Expenditure derivatives not accounted for as hedges:
As liabilities 934  1.3383  1,250  (15)
Net mark-to-market expenditure derivative liability (15)
Equity derivatives not accounted for as hedges:
As assets —  —  81  26 
As liabilities —  —  125  (17)
Net mark-to-market equity derivative asset
Subsidiary equity derivatives not accounted for as hedges:
As assets 1,500  1.3833  2,075  11 
As liabilities 3,350  1.3848  4,639  (14)
Net mark-to-market subsidiary equity derivative liability (3)
Virtual power purchase agreement not accounted for as a hedge:
As liabilities —  —  —  (5)
Net mark-to-market virtual power purchase agreement liability (5)
Net mark-to-market asset       246 
  As at December 31, 2024
(In millions of dollars, except exchange rates)
Notional
amount
(US$)
Exchange
rate
Notional
amount
(Cdn$)
Fair value 
(Cdn$) 
Debt derivatives accounted for as cash flow hedges:
As assets 11,116  1.2510  13,906  1,194 
As liabilities 6,550  1.3127  8,598  (842)
Short-term debt derivatives not accounted for as hedges:
As assets 666  1.4282  951 
As liabilities 696  1.4421  1,004  (2)
Net mark-to-market debt derivative asset       357 
Expenditure derivatives accounted for as cash flow hedges:
As assets 1,590  1.3362  2,125  132 
Net mark-to-market expenditure derivative asset       132 
Equity derivatives not accounted for as hedges:
As liabilities —  —  320  (54)
Net mark-to-market equity derivative liability (54)
Virtual power purchase agreement not accounted for as a hedge:
As liabilities —  —  —  (10)
Net mark-to-market virtual power purchase agreement (10)
Net mark-to-market asset       425 

Rogers Communications Inc.
30
Third Quarter 2025


Commitments and Contractual Obligations

See our 2024 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, 2024. These are also discussed in notes 4, 19, and 30 of our 2024 Annual Audited Consolidated Financial Statements.

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

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

As a result of the MLSE Transaction, we acquired MLSE's outstanding contractual commitments. The table below summarizes the acquired commitments for purchase obligations, which were not recognized as liabilities as at July 1, 2025.
(In millions of dollars) Remainder of 2025 2026 and 2027 2028 and 2029 Thereafter Total
Purchase obligations 17  25  —  46 
Player contracts 184  603  392  80  1,259 

Except for the above and as otherwise disclosed in this MD&A, as at September 30, 2025, there have been no other material changes to our material contractual obligations, as identified in our 2024 Annual MD&A, since December 31, 2024.

Regulatory Developments

See "Regulation in our Industry" in our 2024 Annual MD&A for a discussion of the significant regulations that affected our operations as at March 6, 2025. The following are the relevant developments since that date.

Wholesale Internet Costing and Pricing
On March 27, 2025, the Supreme Court of Canada ruled that it would not examine questions related to the Canadian Radio-television and Telecommunications Commission's (CRTC) decision to reverse Telecom Order CRTC 2019-288, Follow-up to Telecom Orders 2016-396 and 2016-448 – Final rates for aggregated wholesale high-speed access (HSA) services, which set final rates for facilities-based carriers' wholesale high-speed access, including Rogers' TPIA service.

CRTC Decision on Final Offer Arbitration between Rogers and Quebecor Regarding MVNO Access Rates
On May 28, 2025, the Federal Court of Appeal (FCA) dismissed our appeal of the CRTC's decision to accept Quebecor's offer on the rates we charge Quebecor to provide it with mobile virtual network operator services.

Copyright Retransmission of Distant Signals
On June 20, 2025, the Copyright Board of Canada released its revised Tariff for the Retransmission of Distant TV Signals (2014-2018). The revised Tariff was issued pursuant to the direction of the FCA in its judicial review decision dated May 8, 2025, which set aside the Copyright Board's 2024 redetermination decision. The 2024 Redetermination was released on January 12, 2024, and substantially lowered the tariff rates the Copyright Board had previously approved in 2019. As a result of the revised Tariff, we recognized a $36 million charge, including interest, in "restructuring, acquisition and other" in the second quarter.

CRTC Review of Wholesale Wireline Telecommunications Services
On June 20, 2025, in Telecom Decision CRTC 2025-154, Consolidated applications to review and vary Telecom Regulatory Policy 2024-180, the CRTC declined to vary the final decision made regarding Telecom Regulatory Policy CRTC 2024-180, Competition in Canada's Internet service markets, which mandated Bell, Telus, and SaskTel to provide wholesale access to their FTTH networks by February 13, 2025. Contrary to the request of several applicants including Rogers, the CRTC declined to prohibit each of Bell, Rogers, and Telus from accessing mandated wholesale broadband access anywhere in Canada using any technology ("BRT exclusion"). On August 6, 2025, the federal government declined to alter the CRTC's decision to expand mandatory wholesale access. Several carriers have been granted leave to appeal the CRTC's decision to the FCA.

CRTC Outage Reporting
In February 2023, the CRTC launched a public consultation on how telecommunication service providers should report major service outages to the CRTC and other authorities. At the same time, the CRTC set interim outage reporting requirements that came into effect in March 2023. In September 2025, the CRTC published its final outage reporting requirements, requiring providers to (i) report major service outages to the CRTC and other government authorities (including ISED Canada, federal, provincial, and territorial emergency management organizations, and 911 call centres), (ii) follow specific requirements for major outages affecting 911, wireless public alerting, accessibility and 988 services, and for
Rogers Communications Inc.
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Third Quarter 2025


outages that isolate small communities, and (iii) provide a comprehensive post-outage report to the CRTC within 30 days of restoring services after a major service outage.

Updates to Risks and Uncertainties

See "Risk Management" and "Regulation in our Industry" in our 2024 Annual MD&A for a discussion of the principal risks and uncertainties that could have a material adverse effect on our business and financial results as at March 6, 2025, which should be reviewed in conjunction with this MD&A. The following factors may contribute to those risks and uncertainties.

Credit ratings
Changes to the methodology, criteria, or conclusions used by rating agencies in assessing or assigning equity treatment or equity credit to the network transaction or our subordinated notes could result in a downgrade in our credit ratings, decrease our flexibility in responding to changing business and economic conditions, reduce our funds available for other business purposes, or make it more difficult to obtain additional financing or refinance existing financing.

Material Accounting Policies and Estimates

See our 2024 Annual MD&A and our 2024 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 2025
We did not adopt any accounting pronouncements or amendments this period.

Recent accounting pronouncements not yet adopted
The IASB has not issued any new or amended accounting pronouncements in 2025.

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 nine months ended September 30, 2025 and 2024.

We have also entered into certain transactions with our controlling shareholder and companies it controls. These transactions are subject to formal agreements approved by the Audit and Risk Committee. Total amounts paid to these related parties were less than $1 million for the three and nine months ended September 30, 2025 and 2024.

On closing of the Shaw Transaction, we entered into an advisory agreement with Brad Shaw in accordance with the arrangement agreement, pursuant to which he was paid $20 million for a two-year period following closing in exchange for performing certain services related to the transition and integration of Shaw, of which nil and $3 million was recognized in net income and paid during the three and nine months ended September 30, 2025 (2024 - $3 million and $8 million). There are no payments this quarter as the final payment under the agreement was made in the first quarter. We have also entered into certain other transactions with the Shaw Family Group. Total transactions with the Shaw Family Group during the three and nine months ended September 30, 2025 were less than $1 million.

In addition, we assumed a liability through the Shaw Transaction related to a legacy pension arrangement with one of our directors whereby the director will be paid $1 million per month until March 2035, $3 million and $9 million of which was paid during the three and nine months ended September 30, 2025. The remaining liability of $85 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
This year, as we had expected and previously disclosed in our 2024 Annual MD&A, we implemented new supply chain functions in our new enterprise resource planning system. In connection with the implementation, we updated our internal control over financial reporting, as necessary, to accommodate related changes to our business processes and accounting procedures. We will continue to monitor the effectiveness of these processes going forward.

In accordance with the provisions of National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings, our Chief Executive Officer and Chief Financial Officer have limited the scope of their design of our disclosure controls and procedures and internal control over financial reporting to exclude the controls, policies, and procedures of MLSE, which we acquired on July 1, 2025. In our consolidated financial statements for the three months ended September
Rogers Communications Inc.
32
Third Quarter 2025


30, 2025, MLSE contributed approximately $0.1 billion of our consolidated revenue and a net loss of approximately $23 million. Additionally, as at September 30, 2025, MLSE's current assets and current liabilities represented approximately 4% and 34% of our consolidated current assets and current liabilities, respectively, and MLSE's non-current assets and non-current liabilities represented approximately 16% and 7% of our consolidated non-current assets and non-current liabilities, respectively. The design of the disclosure controls and procedures and internal control over financial reporting of MLSE will be completed for the third quarter of 2026.

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 2024 Annual MD&A.

Seasonal fluctuations in the MLSE business relate to the timing of seasons, primarily the NHL and NBA seasons, whereby regular season games are concentrated in the fall and winter months (generally the first and fourth quarters of the year) and playoff games are concentrated in the spring months (generally the second quarter of the year).

Key Performance Indicators

We measure the success of our strategy using a number of key performance indicators that are defined and discussed in our 2024 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.
33
Third Quarter 2025


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; change in fair value of subsidiary equity derivative instruments; 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 income (loss)
Adjusted net income attributable to RCI shareholders
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 attributable to RCI shareholders 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; change in fair value of subsidiary equity derivative instruments; depreciation and amortization on fair value increment of Shaw Transaction-related assets; revaluation of subsidiary US dollar-denominated balances; and income tax adjustments on these items, including adjustments as a result of legislative or other tax rate changes.
Net income (loss) attributable to RCI shareholders
Pro forma trailing 12-month adjusted EBITDA
To illustrate the results of a combined Rogers and MLSE as if the MLSE Transaction had closed at the beginning of the applicable trailing 12-month period.
Trailing 12-month adjusted EBITDA
add
MLSE adjusted EBITDA - October 2024 to June 2025
Trailing 12-month adjusted EBITDA
Non-GAAP ratios
Specified financial measure How it is useful How we calculate it
Adjusted basic
earnings per
share

Adjusted diluted
earnings per
share
To assess the performance of our businesses before the effects of the noted items, because they affect the comparability of our financial results and could potentially distort the analysis of trends in business performance. Excluding these items does not imply that they are non-recurring.
Adjusted net income attributable to RCI shareholders
divided by
basic weighted average shares outstanding.

Adjusted net income attributable to RCI shareholders 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 MLSE as if the MLSE 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
Rogers Communications Inc.
34
Third Quarter 2025


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.
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.

Changes to specified financial measures
Effective the second quarter of 2025 and as a result of closing the network transaction, we changed our calculation of adjusted net income and adjusted basic and adjusted diluted earnings per share. These changes are reflected in the tables above and the reconciliations below. Our calculation of adjusted net income now removes the impact of changes in the fair value of subsidiary equity derivatives; we believe removing this amount more accurately reflects our ongoing operational results as these derivative instruments economically hedge the foreign exchange impacts of the network transaction but they are not eligible to be accounted for as hedges in accordance with IFRS.

Adjusted basic and adjusted diluted earnings per share are now calculated using our newly introduced non-GAAP measure - adjusted net income attributable to RCI shareholders. This calculation methodology is consistent with the IFRS-defined calculation of earnings per share, which requires the use of "net income attributable to RCI shareholders".

Finally, we have amended our definition of free cash flow to deduct distributions paid to non-controlling interests to reflect the unavailability of this cash flow to repay debt or reinvest in our company.

Reconciliation of adjusted EBITDA
   Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 2025 2024
Net income 5,808  526  6,236  1,176 
Add:
Income tax expense 212  201  485  414 
Finance costs 252  568  1,459  1,724 
Depreciation and amortization 1,230  1,157  3,580  3,442 
EBITDA 7,502  2,452  11,760  6,756 
Add (deduct):
Other (income) expense (5,038) (5,045)
Restructuring, acquisition and other 51  91  416  323 
Adjusted EBITDA 2,515  2,545  7,131  7,084 

Rogers Communications Inc.
35
Third Quarter 2025


Reconciliation of adjusted net income
   Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 2025 2024
Net income 5,808  526  6,236  1,176 
Add (deduct):
Restructuring, acquisition and other 51  91  416  323 
Change in fair value of subsidiary equity derivative instruments
(134) —  (41) — 
Depreciation and amortization on fair value increment of Shaw Transaction-related assets 210  227  651  689 
Gain on repayment of long-term debt
(151) —  (151) — 
Gain on revaluation of MLSE investment
(5,016) —  (5,016) — 
Income tax impact of above items (42) (82) (194) (263)
Adjusted net income 726  762  1,901  1,925 

Reconciliation of pro forma trailing 12-month adjusted EBITDA
  
As at September 30
(In millions of dollars) 2025
Trailing 12-month adjusted EBITDA 9,664 
Add (deduct):
MLSE adjusted EBITDA - October 2024 to June 2025
250 
Pro forma trailing 12-month adjusted EBITDA 9,914 

Reconciliation of adjusted net income attributable to RCI shareholders
   Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 2025 2024
Net income attributable to RCI shareholders
5,754  526  6,191  1,176 
Add (deduct):
Restructuring, acquisition and other 51  91  416  323 
Change in fair value of subsidiary equity derivative instruments
(134) —  (41) — 
Depreciation and amortization on fair value increment of Shaw Transaction-related assets 210  227  651  689 
Gain on repayment of long-term debt
(151) —  (151) — 
Gain on revaluation of MLSE investment
(5,016) —  (5,016) — 
Revaluation of subsidiary US dollar-denominated balances 1
68  —  47  — 
Income tax impact of above items (42) (82) (194) (263)
Adjusted net income attributable to RCI shareholders
740  762  1,903  1,925 
1    Reflects RCI's share of the impacts of foreign exchange revaluation on US dollar-denominated intercompany balances in BNSI, our non-wholly owned network subsidiary. These impacts are eliminated on consolidation.

Rogers Communications Inc.
36
Third Quarter 2025


Reconciliation of free cash flow
   Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 2025 2024
Cash provided by operating activities 1,515  1,893  4,407  4,545 
Add (deduct):
Capital expenditures (964) (977) (2,773) (3,034)
Interest on borrowings, net and capitalized interest (474) (497) (1,456) (1,495)
Interest paid, net 543  593  1,533  1,622 
Restructuring, acquisition and other 51  91  416  323 
Program rights amortization (15) (13) (65) (52)
Change in net operating assets and liabilities 133  (200) 244  209 
Distributions paid by subsidiaries to non-controlling interests
14  —  14  — 
Other adjustments 1
26  25  20  49 
Free cash flow 829  915  2,340  2,167 
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.
37
Third Quarter 2025


Other Information

Consolidated financial results - quarterly summary
Below is a summary of our consolidated results for the past eight quarters.
  2025 2024 2023
(In millions of dollars, except per share amounts)
Q3
Q2
Q1 Q4 Q3 Q2 Q1 Q4
 
Revenue
Wireless 2,661  2,540  2,544  2,981  2,620  2,466  2,528  2,868 
Cable 1,981  1,968  1,935  1,983  1,970  1,964  1,959  1,982 
Media 753  757  542  547  597  679  419  475 
Corporate items and intercompany eliminations (47) (49) (45) (30) (58) (16) (5) 10 
Total revenue 5,348  5,216  4,976  5,481  5,129  5,093  4,901  5,335 
Total service revenue 4,739  4,668  4,447  4,543  4,567  4,599  4,357  4,470 
 
Adjusted EBITDA
Wireless 1,374  1,305  1,311  1,367  1,365  1,296  1,284  1,291 
Cable 1,153  1,147  1,108  1,169  1,133  1,116  1,100  1,111 
Media 75  (63) 55  136  (2) (101)
Corporate items and intercompany eliminations (87) (98) (102) (58) (89) (85) (69) (77)
Adjusted EBITDA
2,515  2,362  2,254  2,533  2,545  2,325  2,214  2,329 
Deduct (add):
Depreciation and amortization 1,230  1,184  1,166  1,174  1,157  1,136  1,149  1,172 
Restructuring, acquisition and other 51  238  127  83  91  90  142  86 
Finance costs 252  628  579  571  568  576  580  568 
Other (income) expense (5,038) (9) (11) (5) (19)
Net income before income tax expense 6,020  321  380  716  727  528  335  522 
Income tax expense 212  173  100  158  201  134  79  194 
Net income (loss) 5,808  148  280  558  526  394  256  328 
Net income (loss) attributable to RCI shareholders
5,754  157  280  558  526  394  256  328 
Earnings (loss) per share attributable to RCI shareholders:
Basic $10.66 $0.29 $0.52 $1.04 $0.99  $0.74  $0.48  $0.62
Diluted $10.62 $0.29 $0.50 $1.02 $0.98  $0.73  $0.46  $0.62
 
Net income
5,808  148  280  558  526  394  256  328 
Add (deduct):
Restructuring, acquisition and other 51  238  127  83  91  90  142  86 
Change in fair value of subsidiary equity derivative instruments
(134) 93  —  —  —  —  —  — 
Depreciation and amortization on fair value increment of Shaw Transaction-related assets 210  212  229  228  227  220  242  249 
Gain on repayment of long-term debt
(151) —  —  —  —  —  —  — 
Gain on revaluation of MLSE investment
(5,016) —  —  —  —  —  —  — 
Income tax impact of above items (42) (59) (93) (75) (82) (81) (100) (85)
Income tax adjustment, tax rate change
—  —  —  —  —  —  —  52 
Adjusted net income
726  632  543  794  762  623  540  630 
Adjusted net income attributable to RCI shareholders
740  620  543  794  762  623  540  630 
Adjusted earnings per share attributable to RCI shareholders:
Basic $1.37 $1.15 $1.01 $1.48 $1.43  $1.17  $1.02  $1.19
Diluted $1.37 $1.14 $0.99 $1.46 $1.42  $1.16  $0.99  $1.19
 
Capital expenditures 964  831  978  1,007  977  999  1,058  946 
Cash provided by operating activities 1,515  1,596  1,296  1,135  1,893  1,472  1,180  1,379 
Free cash flow 829  925  586  878  915  666  586  823 

Rogers Communications Inc.
38
Third Quarter 2025


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 September 30
RCI 1,2
RCCI 1,2
    Non-guarantor    
     subsidiaries 1,2
    Consolidating    
     adjustments 1,2    
Total
(unaudited)
(In millions of dollars)
2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
Selected Statements of Income data measure:
Revenue 454  —  4,430  4,752  1,430  459  (966) (82) 5,348  5,129 
Net income (loss)
5,807  527  9,369  670  4,762  (82) (14,130) (589) 5,808  526 
Net income (loss) attributable to RCI shareholders 5,807  527  9,369  670  4,708  (82) (14,130) (589) 5,754  526 
Nine months ended September 30
RCI 1,2
RCCI 1,2
    Non-guarantor    
     subsidiaries 1,2
    Consolidating    
     adjustments 1,2    
Total
(unaudited)
(In millions of dollars)
2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
Selected Statements of Income data measure:
Revenue 454  —  13,092  13,369  3,207  1,999  (1,213) (245) 15,540  15,123 
Net income (loss) 6,236  1,177  10,049  1,859  4,753  88  (14,802) (1,948) 6,236  1,176 
Net income (loss) attributable to RCI shareholders 6,236  1,177  10,049  1,859  4,708  88  (14,802) (1,948) 6,191  1,176 
As at period end
RCI 1,2
RCCI 1,2
    Non-guarantor    
     subsidiaries 1,2
    Consolidating    
     adjustments 1,2    
Total
(unaudited)
(In millions of dollars)
Sep. 30
2025
Dec. 31
2024
Sep. 30
2025
Dec. 31
2024
Sep. 30
2025
Dec. 31
2024
Sep. 30
2025
Dec. 31
2024
Sep. 30
2025
Dec. 31
2024
Selected Statements of
Financial Position data measure:
Current assets 53,633  52,502  58,792  49,840  11,775  10,750  (114,830) (104,719) 9,370  8,373 
Non-current assets 76,314  65,637  49,598  53,586  42,839  5,807  (88,506) (61,992) 80,245  63,038 
Current liabilities 57,186  57,147  56,399  68,919  13,580  8,809  (112,042) (122,266) 15,123  12,609 
Non-current liabilities 48,665  43,922  8,699  11,962  11,819  2,097  (18,321) (9,582) 50,862  48,399 
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.
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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, both on a consolidated basis and for Media (pro forma including MLSE revenue);
•total service revenue;
•adjusted EBITDA, both on a consolidated basis and for Media (pro forma including MLSE 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;
•the use of proceeds from the network transaction;
•our debt leverage ratio and how we intend to manage, that ratio;
•the value of our sports and other media assets;
•our intent to acquire the MLSE non-controlling interest, including the timing of any such acquisition;
•unlocking additional value from our sports and other media assets, including which transaction option(s) may be implemented for that purpose and the related 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;
•industry structure and stability; and
•the assumptions listed under the heading "Key assumptions underlying our full-year 2025 guidance" below.

Specific forward-looking information included or incorporated in this document includes, but is not limited to, our information and statements under "Financial Guidance" relating to our 2025 consolidated guidance on total service revenue, adjusted EBITDA, capital expenditures, and free cash flow, which were originally provided on January 30, 2025.

Key assumptions underlying our full-year 2025 guidance
Our 2025 guidance ranges presented in "Financial Guidance" are based on many assumptions including, but not limited to, the following material assumptions for the full-year 2025:
•continued competitive intensity in all segments in which we operate consistent with levels experienced in 2024;
•no significant additional legal or regulatory developments, other shifts in economic conditions, or macro changes in the competitive environment affecting our business activities;
•overall wireless market penetration in Canada continues to grow in 2025;
•continued subscriber growth in retail Internet;
•declining Television and Satellite subscribers, including the impact of customers migrating to Rogers Xfinity TV from our legacy Television product, as subscription streaming services and other over-the-top providers continue to grow in popularity;
•in Media, continued growth in sports (including at MLSE) and similar trends in 2025 as in 2024 in other traditional media businesses;
•no significant sports-related work stoppages or cancellations will occur;
•with respect to capital expenditures:
•similar levels of capital investment associated with (i) expanding our 5G wireless network and (ii) upgrading our hybrid fibre-coaxial network to lower the number of homes passed per node, utilize the latest technologies, and deliver an even more reliable customer experience; and
Rogers Communications Inc.
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•we continue to make expenditures related to our Home roadmap in 2025 and we make progress on our service footprint expansion projects;
•a substantial portion of our 2025 US dollar-denominated expenditures is hedged at an average exchange rate of $1.34/US$;
•key interest rates remain relatively stable throughout 2025; and
•we retain our investment-grade credit ratings.

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 may differ materially 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 or our current expectations or knowledge, including, but not limited to:
•regulatory changes;
•technological changes;
•economic, geopolitical, and other conditions affecting commercial activity, including the potential application of tariffs, trade wars, recessions, or reduced immigration levels;
•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;
•we may not proceed with, or complete, any acquisition of the MLSE non-controlling interest or other transaction for the purpose of unlocking additional value from our sports and other media
assets, in each case within the anticipated timing or at all, due to alternative opportunities or requirements, general economic and market conditions, or other internal or external considerations;
•we may not be successful in unlocking additional value from our sports and other media assets;
•anticipated asset sales may not be achieved within the expected timeframes or at all for proceeds in the amount or type expected;
•new interpretations or accounting standards, or changes to existing interpretations and accounting standards, from accounting standards bodies;
•changes to the methodology, criteria, or conclusions used by rating agencies in assessing or assigning equity treatment or equity credit on our subordinated notes or for the network transaction;
•we may use proceeds from the network transaction for different purposes due to alternative opportunities or requirements, general economic and market conditions, or other internal or external considerations; and
•the other risks outlined in "Risks and Uncertainties Affecting our Business" in our 2024 Annual MD&A.

These risks, uncertainties, and other factors can also affect our objectives, strategies, plans, and intentions. Should one or more of these risks, uncertainties, or other factors materialize, our objectives, strategies, plans, or intentions change, or any other factors or assumptions underlying the forward-looking information prove incorrect, our actual results and our plans could vary materially 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 2024 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.
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EX-99.2 3 rci-09302025xexhibit992.htm EX-99.2 Document

Exhibit 99.2
rogerslogohires1.jpg




Rogers Communications Inc.



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

















Rogers Communications Inc.
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Third Quarter 2025


Rogers Communications Inc.
Interim Condensed Consolidated Statements of Income
(In millions of Canadian dollars, except per share amounts, unaudited)
      Three months ended September 30 Nine months ended September 30
   Note 2025 2024 2025 2024
Revenue 5,348  5,129  15,540  15,123 
Operating expenses:
Operating costs 7 2,833  2,584  8,409  8,039 
Depreciation and amortization 1,230  1,157  3,580  3,442 
Restructuring, acquisition and other 8 51  91  416  323 
Finance costs 9 252  568  1,459  1,724 
Other (income) expense 10 (5,038) (5,045)
Income before income tax expense 6,020  727  6,721  1,590 
Income tax expense   212  201  485  414 
Net income for the period   5,808  526  6,236  1,176 
Net income for the period attributable to:
RCI shareholders 5,754  526  6,191  1,176 
Non-controlling interest 54  —  45  — 
Earnings per share attributable to RCI shareholders:
Basic 11 $10.66 $0.99 $11.49 $2.21
Diluted 11 $10.62 $0.98 $11.46 $2.19
The accompanying notes are an integral part of the interim condensed consolidated financial statements.

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Third Quarter 2025


Rogers Communications Inc.
Interim Condensed Consolidated Statements of Comprehensive Income
(In millions of Canadian dollars, unaudited)
   Three months ended September 30 Nine months ended September 30
   2025 2024 2025 2024
Net income for the period 5,808  526  6,236  1,176 
Other comprehensive income:
Items that will not be reclassified to income:
Defined benefit pension plans:
Remeasurements —  211  67  211 
Related income tax expense —  (56) (18) (56)
Defined benefit pension plans —  155  49  155 
Equity investments measured at fair value through other comprehensive income (FVTOCI):
Increase (decrease) in fair value (1) (23)
Related income tax recovery (expense) —  (1)
Equity investments measured at FVTOCI (1) (20)
Items that will not be reclassified to income
154  29  159 
Items that may subsequently be reclassified to income:
Cash flow hedging derivative instruments:
Unrealized gain (loss) in fair value of derivative instruments 629  (182) 617 
Reclassification to net income of (gain) loss on debt derivatives (299) 330  1,080  (418)
Reclassification to net income or property, plant and equipment of gain on expenditure derivatives (16) (14) (54) (40)
Reclassification to net income for accrued interest
(22) (10) (80) (36)
Related income tax (expense) recovery (54) 32  13  (72)
Cash flow hedging derivative instruments 238  156  966  51 
Share of other comprehensive loss of equity-accounted investments, net of tax —  (1) —  — 
Items that may subsequently be reclassified to income
238  155  966  51 
Other comprehensive income for the period 240  309  995  210 
Comprehensive income for the period 6,048  835  7,231  1,386 
Comprehensive income (loss) for the period attributable to:
RCI shareholders
5,994  835  7,186  1,386 
Non-controlling interest 54  —  45  — 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.
 
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Third Quarter 2025


Rogers Communications Inc.
Interim Condensed Consolidated Statements of Financial Position
(In millions of Canadian dollars, unaudited)
As at
September 30
As at
December 31
   Note 2025 2024
Assets
Current assets:
Cash and cash equivalents 1,512  898 
Accounts receivable 13 5,590  5,478 
Inventories 481  641 
Current portion of contract assets 157  171 
Other current assets 1,298  849 
Current portion of derivative instruments 12  166  336 
Assets held for sale 166  — 
Total current assets 9,370  8,373 
Property, plant and equipment 26,218  25,072 
Intangible assets 28,868  17,858 
Investments 14  1,169  615 
Derivative instruments 12  825  997 
Financing receivables 13 1,055  1,189 
Other long-term assets 1,864  1,027 
Goodwill 20,246  16,280 
Total assets   89,615  71,411 
Liabilities and equity
Current liabilities:
Short-term borrowings 15  3,613  2,959 
Accounts payable and accrued liabilities 4,368  4,059 
Income tax payable —  26 
Other current liabilities 3 3,777  482 
Contract liabilities 1,105  800 
Current portion of long-term debt 16  1,599  3,696 
Current portion of lease liabilities 17  612  587 
Liabilities associated with assets held for sale
49  — 
Total current liabilities 15,123  12,609 
Provisions 58  61 
Long-term debt 16  36,723  38,200 
Lease liabilities 17  2,415  2,191 
Other long-term liabilities 2,243  1,666 
Deferred tax liabilities 9,423  6,281 
Total liabilities 65,985  61,008 
Equity
Equity attributable to RCI shareholders 16,943  10,403 
Non-controlling interest 6,687  — 
Equity 18 23,630  10,403 
Total liabilities and equity   89,615  71,411 
Subsequent events 18
Commitments 21 

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

Rogers Communications Inc.
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Third Quarter 2025


Rogers Communications Inc.
Interim Condensed Consolidated Statements of Changes in Equity
(In millions of Canadian dollars, except number of shares, unaudited)
Attributable to RCI shareholders
Class A
Voting Shares
Class B
Non-Voting Shares
Nine months ended September 30, 2025 Amount
Number
of shares
(000s)
Amount
Number
of shares
(000s)
Retained
earnings
FVTOCI investment reserve
Hedging
reserve
Equity
investment reserve
Total Non-
controlling
interest
Total
equity
Balances, January 1, 2025 71  111,152  2,250  424,949  10,630  (7) (2,551) 10  10,403  —  10,403 
Net income for the period
—  —  —  —  6,191  —  —  —  6,191  45  6,236 
Other comprehensive income:
Defined benefit pension plans, net of tax —  —  —  —  49  —  —  —  49  —  49 
FVTOCI investments, net of tax —  —  —  —  —  (20) —  —  (20) —  (20)
Derivative instruments accounted for as hedges, net of tax —  —  —  —  —  —  966  —  966  —  966 
Total other comprehensive income
—  —  —  —  49  (20) 966  —  995  —  995 
Comprehensive income (loss) for the period
—  —  —  —  6,240  (20) 966  —  7,186  45  7,231 
Transactions with shareholders recorded directly in equity:
Dividends declared —  —  —  —  (809) —  —  —  (809) —  (809)
Share price change on DRIP dividends
—  —  —  —  (2) —  —  —  (2) —  (2)
Non-controlling interests in shares of a subsidiary (note 18)
—  —  —  —  —  —  —  —  —  6,656  6,656 
Dividends declared by a subsidiary to non-controlling interests
—  —  —  —  —  —  —  —  —  (14) (14)
Shares issued as settlement of dividends (note 18)
—  —  165  4,124  —  —  —  —  165  —  165 
Total transactions with shareholders —  —  165  4,124  (811) —  —  —  (646) 6,642  5,996 
Balances, September 30, 2025 71  111,152  2,415  429,073  16,059  (27) (1,585) 10  16,943  6,687  23,630 
 
Class A
Voting Shares
Class B
Non-Voting Shares
         
Nine months ended September 30, 2024 Amount
Number
of shares
(000s)
Amount
Number
of shares
(000s)
Retained
earnings
FVTOCI investment reserve
Hedging
reserve
Equity
investment
reserve
Total
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 —  —  —  —  1,176  —  —  —  1,176 
Other comprehensive income:
Defined benefit pension plans, net of tax —  —  —  —  155  —  —  —  155 
FVTOCI investments, net of tax —  —  —  —  —  —  — 
Derivative instruments accounted for as hedges, net of tax —  —  —  —  —  —  51  —  51 
Total other comprehensive income
—  —  —  —  155  51  —  210 
Comprehensive income for the period —  —  —  —  1,331  51  —  1,386 
Transactions with shareholders recorded directly in equity:
Dividends declared —  —  —  —  (799) —  —  —  (799)
Share price change on DRIP dividends
—  —  —  —  (4) —  —  —  (4)
Shares issued as settlement of dividends (note 18)
—  —  243  4,447  —  —  —  —  243 
Total transactions with shareholders —  —  243  4,447  (803) —  —  —  (560)
Balances, September 30, 2024
71  111,152  2,164  423,316  10,367  (13) (1,333) 10  11,266 

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


Rogers Communications Inc.
Interim Condensed Consolidated Statements of Cash Flows
(In millions of Canadian dollars, unaudited)
      Three months ended September 30 Nine months ended September 30
   Note 2025 2024 2025 2024
Operating activities:
Net income for the period
5,808  526  6,236  1,176 
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization 1,230  1,157  3,580  3,442 
Program rights amortization 15  13  65  52 
Finance costs 252  568  1,459  1,724 
Income tax expense 212  201  485  414 
Post-employment benefits contributions, net of expense 19  19  55  54 
(Income) losses from associates and joint ventures 10  (20) (22)
Gain on revaluation of MLSE investment
10  (5,016) —  (5,016) — 
Other (75) (44) (110) (99)
Cash provided by operating activities before changes in net operating assets and liabilities, income taxes paid, and interest paid 2,425  2,442  6,732  6,764 
Change in net operating assets and liabilities 22  (133) 200  (244) (209)
Income taxes paid (234) (156) (548) (388)
Interest paid   (543) (593) (1,533) (1,622)
Cash provided by operating activities   1,515  1,893  4,407  4,545 
Investing activities:
Capital expenditures (964) (977) (2,773) (3,034)
Additions to program rights (21) (33) (69) (56)
Changes in non-cash working capital related to capital expenditures and intangible assets (51) (70) (107) (31)
Acquisitions and other strategic transactions, net of cash acquired (4,499) —  (4,499) (475)
Other (3) (1) 11 
Cash used in investing activities   (5,538) (1,081) (7,443) (3,585)
Financing activities:
Net proceeds received from (repayment of) short-term borrowings 15  1,972  (142) 636  1,119 
Net (repayment) issuance of long-term debt 16  (2,928) 18  (2,504) (1,108)
Net (payments) proceeds on settlement of debt derivatives and subsidiary equity derivatives 12  (37) (25) 40  (3)
Transaction costs incurred 16  (4) —  (103) (46)
Principal payments of lease liabilities 17  (147) (127) (414) (358)
Dividends paid to RCI shareholders
18  (270) (186) (643) (558)
Distributions paid by subsidiaries to non-controlling interests
(14) —  (14) — 
Issuance of subsidiary shares to non-controlling interest 18  —  —  6,656  — 
Other —  (4) (4)
Cash (used in) provided by financing activities   (1,428) (461) 3,650  (958)
Change in cash and cash equivalents
(5,451) 351  614 
Cash and cash equivalents, beginning of period   6,963  451  898  800 
Cash and cash equivalents, end of period   1,512  802  1,512  802 

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

Rogers Communications Inc.
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Third Quarter 2025


NOTE 1: NATURE OF THE BUSINESS

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

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

We report our results of operations in three reportable segments. Each segment and the nature of its business is as follows:
Segment Principal activities
Wireless
Wireless telecommunications operations for Canadian consumers, businesses, the public sector, and wholesale providers.
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, and digital media.

During the nine months ended September 30, 2025, Wireless and Cable were operated by our wholly owned subsidiary, Rogers Communications Canada Inc. (RCCI), and certain other subsidiaries. Media was operated by our wholly owned subsidiary, Rogers Media Inc., its subsidiaries, and, following the acquisition of Maple Leaf Sports & Entertainment Inc. (MLSE, see note 3), other subsidiaries. Effective July 2025, Today's Shopping Choice (TSC) was transferred from the Media reportable segment to Corporate Items, consistent with changes to its management structure. Comparative results have been recast to reflect this change, with no impact on consolidated results.

Our operating results are subject to seasonal fluctuations that materially impact quarter-to-quarter operating results and thus, one quarter's operating results are not necessarily indicative of a subsequent quarter's operating results. These typical fluctuations are described in note 1 to our annual audited consolidated financial statements for the year ended December 31, 2024 (2024 financial statements). Seasonal fluctuations in the MLSE business (see note 3) relate to the timing of seasons, primarily the NHL and NBA seasons, whereby regular season games are concentrated in the fall and winter months (generally the first and fourth quarters of the year) and playoff games are concentrated in the spring months (generally the second quarter of the year).

References in these financial statements to the Shaw Transaction are to our acquisition of Shaw Communications Inc. (Shaw) on April 3, 2023. For additional details regarding the Shaw Transaction, see note 3 to our 2024 Annual Audited Consolidated Financial Statements.

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

NOTE 2: MATERIAL ACCOUNTING POLICIES

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

All dollar amounts are in Canadian dollars unless otherwise stated.

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

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


NOTE 3: BUSINESS COMBINATIONS AND SALES

Acquisition of MLSE
Effective July 1, 2025, after receiving all required regulatory and league approvals, we acquired Bell's 37.5% ownership stake in Maple Leaf Sports & Entertainment Ltd. (MLSE) for a purchase price of $4.7 billion in cash (MLSE Transaction). The purchase price was primarily funded from bank credit facilities together with cash on hand (see note 16). With the closing of the MLSE Transaction, we are the largest owner of MLSE, with a 75% controlling interest. Immediately before acquiring control of an entity, IFRS requires a pre-existing non-controlling equity interest be remeasured at fair value, with any resulting gain or loss recognized in net income. During the three months ended September 30, 2025, we recognized a $5 billion non-cash gain (reflecting the investment's fair value) associated with our existing 37.5% interest in MLSE (see note 10). The holder (MLSE minority holder) of the 25% non-controlling interest in MLSE (MLSE non-controlling interest) has a right to require we purchase its interest beginning in July 2026 at an agreement-defined fair value (MLSE put liability); we have a reciprocal right to acquire the MLSE non-controlling interest under the same terms.

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

Total consideration in the business combination reflects $4.7 billion in cash paid to Bell plus the closing-date fair value of our existing investment in MLSE of $5 billion.

The major classes of assets acquired, along with the preliminary allocation of fair value to each, consist of property, plant and equipment ($1 billion) and intangible assets ($11 billion, primarily franchise rights and associated trademarks). We have recognized preliminary goodwill of $4 billion associated with the acquisition in our Media reportable segment, which arises principally from the recognition of deferred tax liabilities on the indefinite-life intangible assets recognized (see below), the assembled player and non-player workforce, and synergies expected to be generated by the acquisition. Goodwill is not deductible for tax purposes.

Preliminary purchase price allocation
The following table summarizes the fair value of the consideration paid and our current best estimate of the fair value assigned to each major class of assets and liabilities as at July 1, 2025. The preliminary purchase price allocation includes estimates and is therefore subject to change, relating to the finalization of the fair values of the acquired intangible assets and property, plant and equipment, investment balances, and working capital and corresponding tax impacts.
(In millions of dollars) Total
Cash consideration
4,700 
Fair value of Rogers' existing investment in MLSE
5,016 
Fair value of consideration transferred 9,716 
Net identifiable asset or liability:
Cash and cash equivalents 201 
Accounts receivable (net of allowance for doubtful accounts of $8 million)
122 
Other current assets
91 
Property, plant and equipment
995 
Intangible assets
11,411 
Investments (note 14)
555 
Other long-term assets
178 
Accounts payable and accrued liabilities (601)
MLSE put liability
(3,342)
Other current liabilities
(81)
Contract liabilities (268)
Current portion of lease liabilities
(9)
Long-term debt
(298)
Lease liabilities
(95)
Other long-term liabilities
(204)
Deferred tax liabilities
(2,971)
Total fair value of identifiable net assets acquired 5,684 
Goodwill
4,032 

Rogers Communications Inc.
8
Third Quarter 2025


Property, plant and equipment
The table below summarizes the preliminary allocation for property, plant and equipment acquired from MLSE on closing as at September 30, 2025.
(In millions of dollars) Land and buildings Computer equipment and software Leasehold improvements Equipment and vehicles Construction in process Total owned assets Right-of-use assets
(note 17)
Total property, plant and equipment
Acquired from business combination 652  20  92  70  40  874  121  995 
Depreciation since July 1, 2025
—  17  19 
Net carrying amount 643  17  91  66  40  857  119  976 

Property, plant and equipment will be amortized over their remaining estimated useful lives, estimated as follows.
Asset Basis Estimated remaining useful life
Buildings Diminishing balance
30 to 50 years
Straight-line
6 to 10 years
Computer equipment and software Straight-line
1 to 5 years
Leasehold improvements Straight-line
10 to 30 years
Equipment and vehicles Diminishing balance
1 to 15 years
Straight-line
1 to 15 years
Right-of-use assets Straight-line Over remaining lease term

Intangible assets
The table below summarizes the preliminary allocation for intangible assets acquired from MLSE on closing as at September 30, 2025.
(In millions of dollars)
Franchise
rights
Trademarks
Ticket holder and sponsor relationships
Other
intangible
assets
Total
intangible
assets
Goodwill Total
intangible assets
and goodwill
Acquired from business combination 9,750  1,264  363  34  11,411  4,032  15,443 
Amortization since July 1, 2025
—  —  —  — 
Net carrying amount 9,750  1,264  360  34  11,408  4,032  15,440 

Franchise rights and trademarks have indefinite lives and will not be amortized. Ticket holder and sponsor relationships reflect existing relationships with season ticket holders and corporate sponsors; they will be amortized over their estimated useful lives of 15 to 35 years. Other intangible assets will be amortized over their estimated useful life of 16 years.

MLSE put liability
The MLSE put liability reflects our estimate of the fair value of the MLSE non-controlling interest. It is a financial liability measured at fair value through profit and loss and is categorized at Level 3 in the fair value hierarchy. The fair value has been estimated using a market-based approach based on the values of the underlying teams and net assets owned by MLSE. Changes in the assumptions related to the team values underlying the valuation could have a material impact on the fair value of the MLSE put liability.

Pro forma information
Revenue of approximately $0.1 billion and a net loss of approximately $23 million from MLSE are included in the consolidated statement of income from the date of acquisition. Our consolidated revenue and net income for the nine months ended September 30, 2025 would have been approximately $16.3 billion and $6.3 billion, respectively, had the MLSE Transaction closed on January 1, 2025. These pro forma amounts reflect depreciation and amortization of applicable elements of the purchase price allocation, related tax adjustments, and the elimination of intercompany transactions.

Sale of Data Centre Business
During the three months ended September 30, 2025, we entered into a definitive agreement to sell our customer-facing data centre business to InfraRed Capital Partners for cash proceeds, which we expect to close during the three months ended December 31, 2025. The transaction does not include our corporate data centres used for network and IT purposes. The assets and liabilities related to the data centre business, which were historically included in our Cable reportable segment, have been reclassified as "assets held for sale" ($166 million, substantially reflecting property, plant and equipment and an allocation of Cable goodwill) and "liabilities associated with assets held for sale" ($49 million, substantially reflecting lease liabilities) on our interim condensed consolidated statement of financial position.

Rogers Communications Inc.
9
Third Quarter 2025


NOTE 4: CAPITAL RISK MANAGEMENT

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

Adjusted net debt and debt leverage ratio
We monitor adjusted net debt and debt leverage ratio as part of the management of liquidity to sustain future development of our business, conduct valuation-related analyses, and make decisions about capital. In so doing, we typically aim to have an adjusted net debt and debt leverage ratio that allow us to maintain investment-grade credit ratings, which allows us the associated access to capital markets. Our debt leverage ratio can increase due to strategic, long-term investments (for example, to obtain new spectrum licences or to consummate an acquisition) and we work to lower the ratio over time. While our debt leverage ratio has increased as a result of the MLSE Transaction, we intend to manage our debt leverage ratio through combined operational synergies, organic growth in adjusted EBITDA, proceeds from asset sales and monetizations, equity financing, and debt repayment, as applicable. As at September 30, 2025 and December 31, 2024, we met our objectives for these metrics.
  As at
September 30
As at
December 31
(In millions of dollars, except ratios) 2025 2024
Adjusted net debt 1
39,119  43,330 
Divided by: trailing 12-month adjusted EBITDA 9,664  9,617 
Debt leverage ratio 4.0  4.5 
1    For the purposes of calculating adjusted net debt and debt leverage ratio, we believe adjusting 50% of the value of our subordinated notes is appropriate as this methodology factors in certain circumstances with respect to priority for payment and this approach is commonly used to evaluate debt leverage by rating agencies.

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

As a result of closing the network transaction (see note 18), we have amended our definition of free cash flow to deduct distributions paid to non-controlling interests to reflect the unavailability of this cash flow to repay debt or reinvest in our company.
   Three months ended September 30 Nine months ended September 30
(In millions of dollars) Note 2025 2024 2025 2024
Adjusted EBITDA 5 2,515  2,545  7,131  7,084 
Deduct:
Capital expenditures 1
964  977  2,773  3,034 
Interest on borrowings, net and capitalized interest 9 474  497  1,456  1,495 
Cash income taxes 2
234  156  548  388 
Distributions paid by subsidiaries to non-controlling interests
14  —  14  — 
Free cash flow 829  915  2,340  2,167 
1    Includes additions to property, plant and equipment net of proceeds on disposition, but does not include expenditures for spectrum licences, additions to right-of-use assets, or assets acquired through business combinations.
2    Cash income taxes are net of refunds received.

Rogers Communications Inc.
10
Third Quarter 2025


   Three months ended September 30 Nine months ended September 30
(In millions of dollars) Note 2025 2024 2025 2024
Cash provided by operating activities 1,515  1,893  4,407  4,545 
Add (deduct):
Capital expenditures (964) (977) (2,773) (3,034)
Interest on borrowings, net and capitalized interest 9 (474) (497) (1,456) (1,495)
Interest paid 543  593  1,533  1,622 
Restructuring, acquisition and other 8 51  91  416  323 
Program rights amortization (15) (13) (65) (52)
Change in net operating assets and liabilities 22 133  (200) 244  209 
Distributions paid by subsidiaries to non-controlling interests 14  —  14  — 
Other adjustments 1
26  25  20  49 
Free cash flow 829  915  2,340  2,167 
1    Other adjustments consists of post-employment benefit contributions, net of expense, cash flows relating to other operating activities, and other investment income from our financial statements.

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

Below is a summary of our total available liquidity from our cash and cash equivalents, bank credit facilities, letter of credit facilities, and short-term borrowings, including our receivables securitization program and our US dollar-denominated commercial paper (US CP) program.
As at September 30, 2025 Total sources Drawn Letters of credit Net available
(In millions of dollars) Note
Cash and cash equivalents 1,512  —  —  1,512 
Bank credit facilities 1:
Revolving 16 4,260  125  10  4,125 
Non-revolving 15 2,300  2,300  —  — 
Outstanding letters of credit —  — 
Receivables securitization 1
15 2,400  1,600  —  800 
Total 10,475  4,025  13  6,437 
1    The total liquidity sources under our bank credit facilities and receivables securitization represents the total credit limits per the relevant agreements. The amount drawn and letters of credit are currently outstanding under those agreements.

As at December 31, 2024 Total sources Drawn Letters of credit
US CP program 1
Net available
(In millions of dollars) Note
Cash and cash equivalents 898  —  —  —  898 
Bank credit facilities 2:
Revolving 16 4,000  —  10  455  3,535 
Non-revolving 15 500  500  —  —  — 
Outstanding letters of credit —  —  — 
Receivables securitization 2
15 2,400  2,000  —  —  400 
Total
7,801  2,500  13  455  4,833 
1    The US CP program amounts are gross of the discount on issuance.
2    The total liquidity sources under our bank credit facilities and receivables securitization represents the total credit limits per the relevant agreements. The amount drawn and letters of credit are currently outstanding under those agreements. The US CP program amount represents our currently outstanding US CP borrowings that are backstopped by our revolving credit facility.
Rogers Communications Inc.
11
Third Quarter 2025



Our $815 million Canada Infrastructure Bank credit agreement is not included in available liquidity as it can only be drawn upon for use in broadband projects under the Universal Broadband Fund, and therefore is not available for other general purposes. During the three and nine months ended September 30, 2025, we borrowed $9 million and $71 million (2024 - nil) under this facility, respectively.

NOTE 5: 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. Effective July 2025, TSC was transferred from the Media segment to Corporate Items, consistent with changes to its management structure. Comparative results have been recast to reflect this change, with no impact on consolidated results. We follow the same accounting policies for our segments as those described in note 2 of our 2024 financial statements. Segment results include items directly attributable to a segment as well as those that have been allocated on a reasonable basis. We account for transactions between reportable segments in the same way we account for transactions with external parties, however eliminate them on consolidation.

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

Information by Segment
Three months ended September 30, 2025 Note Wireless Cable Media Corporate items
and eliminations
Consolidated
totals
(In millions of dollars)
Revenue from external customers 2,631  1,964  678  75  5,348 
Revenue from internal customers 30  17  75  (122) — 
Total revenue 2,661  1,981  753  (47) 5,348 
Operating costs 7 1,287  828  678  40  2,833 
Adjusted EBITDA 1,374  1,153  75  (87) 2,515 
Depreciation and amortization 1,230 
Restructuring, acquisition and other 8 51 
Finance costs 9 252 
Other income 10         (5,038)
Income before income taxes           6,020 
Three months ended September 30, 2024 Note Wireless Cable Media
Corporate items
and eliminations
Consolidated
totals
(In millions of dollars)
Revenue from external customers 2,592  1,938  530  69  5,129 
Revenue from internal customers 28  32  67  (127) — 
Total revenue 2,620  1,970  597  (58) 5,129 
Operating costs 7 1,255  837  461  31  2,584 
Adjusted EBITDA 1,365  1,133  136  (89) 2,545 
Depreciation and amortization 1,157 
Restructuring, acquisition and other 8 91 
Finance costs 9 568 
Other expense 10        
Income before income taxes           727 
Rogers Communications Inc.
12
Third Quarter 2025


Nine months ended September 30, 2025 Note Wireless Cable Media Corporate items
and eliminations
Consolidated
totals
(In millions of dollars)
Revenue from external customers 7,665  5,833  1,820  222  15,540 
Revenue from internal customers 80  51  232  (363) — 
Total revenue 7,745  5,884  2,052  (141) 15,540 
Operating costs 7 3,755  2,476  2,032  146  8,409 
Adjusted EBITDA 3,990  3,408  20  (287) 7,131 
Depreciation and amortization 3,580 
Restructuring, acquisition and other 8 416 
Finance costs 9 1,459 
Other income 10         (5,045)
Income before income taxes           6,721 
Nine months ended September 30, 2024 Note Wireless Cable Media
Corporate items
and eliminations
Consolidated
totals
(In millions of dollars)
Revenue from external customers 7,567  5,836  1,493  227  15,123 
Revenue from internal customers 47  57  202  (306) — 
Total revenue 7,614  5,893  1,695  (79) 15,123 
Operating costs 7 3,669  2,544  1,662  164  8,039 
Adjusted EBITDA 3,945  3,349  33  (243) 7,084 
Depreciation and amortization 3,442 
Restructuring, acquisition and other 8 323 
Finance costs 9 1,724 
Other expense 10        
Income before income taxes           1,590 

Rogers Communications Inc.
13
Third Quarter 2025


NOTE 6: REVENUE
Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 2025 2024
Wireless
Service revenue from external customers
2,029  2,038  6,004  6,003 
Service revenue from internal customers 30  28  80  47 
Service revenue
2,059  2,066  6,084  6,050 
Equipment revenue from external customers
602  554  1,661  1,564 
Total Wireless 2,661  2,620  7,745  7,614 
Cable
Service revenue from external customers 1,957  1,930  5,808  5,800 
Service revenue from internal customers 17  32  51  57 
Service revenue
1,974  1,962  5,859  5,857 
Equipment revenue from external customers 25  36 
Total Cable 1,981  1,970  5,884  5,893 
Media
Revenue from external customers
678  530  1,820  1,493 
Revenue from internal customers
75  67  232  202 
Total Media 753  597  2,052  1,695 
Corporate items
Revenue from external customers 75  69  222  227 
Revenue from internal customers 11  28 
Total corporate items
86  70  250  230 
Intercompany eliminations
(133) (128) (391) (309)
Total revenue 5,348  5,129  15,540  15,123 
Total service revenue 4,739  4,567  13,854  13,523 
Total equipment revenue 609  562  1,686  1,600 
Total revenue 5,348  5,129  15,540  15,123 

NOTE 7: OPERATING COSTS
   Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 2025 2024
Cost of equipment sales 577  555  1,626  1,616 
Merchandise for resale 67  55  160  153 
Other external purchases 1,479  1,352  4,745  4,425 
Employee salaries, benefits, and stock-based compensation 710  622  1,878  1,845 
Total operating costs 2,833  2,584  8,409  8,039 

Rogers Communications Inc.
14
Third Quarter 2025


NOTE 8: RESTRUCTURING, ACQUISITION AND OTHER
Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 2025 2024
Restructuring, acquisition and other excluding Shaw Transaction-related costs
35  54  338  232 
Shaw Transaction-related costs 16  37  78  91 
Total restructuring, acquisition and other 51  91  416  323 

The restructuring, acquisition and other costs excluding Shaw Transaction-related costs in 2024 and 2025 primarily include severance and other departure-related costs associated with the targeted restructuring of our employee base, costs related to closing the MLSE Transaction, and costs related to real estate rationalization programs. For the nine months ended September 30, 2025, these costs also include expenses directly related to completing the network transaction (see note 18) and an unfavourable regulatory decision related to retransmission of distant signals.

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

NOTE 9: FINANCE COSTS
   Three months ended September 30 Nine months ended September 30
(In millions of dollars) Note 2025 2024 2025 2024
Interest on borrowings, net 1
481  505  1,480  1,525 
Interest on lease liabilities 17 37  34  109  103 
Interest on post-employment benefits
(1) (1) (4) (3)
Gain on redemption of long-term debt 2
(151) —  (151) — 
Loss (gain) on foreign exchange 43  (32) (43) 107 
Change in fair value of derivative instruments (62) 28  10  (94)
Change in fair value of subsidiary equity derivative instruments 3
(134) —  (41) — 
Capitalized interest (7) (8) (24) (30)
Deferred transaction costs and other 46  42  123  116 
Total finance costs 252  568  1,459  1,724 
1Interest on borrowings, net includes interest on short-term borrowings and on long-term debt.
2    Reflects the net gain on the redemption of long-term debt purchased during the three months ended September 30, 2025 (see note 16 for more information).
3    Reflects the change in fair value of derivatives entered related to our subsidiary equity investment (see note 12 for more information).

NOTE 10: OTHER (INCOME) EXPENSE
   Three months ended September 30 Nine months ended September 30
(In millions of dollars) Note 2025 2024 2025 2024
(Income) losses from associates and joint ventures (20) (22)
Gain on revaluation of MLSE investment
3 (5,016) —  (5,016) — 
Other (income) losses (2) —  (7)
Total other (income) expense (5,038) (5,045)

Rogers Communications Inc.
15
Third Quarter 2025


NOTE 11: EARNINGS PER SHARE
   Three months ended September 30 Nine months ended September 30
(In millions of dollars, except per share amounts) 2025 2024 2025 2024
Numerator (basic) - Net income attributable to RCI shareholders for the period 5,754  526  6,191  1,176 
Denominator - Number of shares (in millions):
Weighted average number of shares outstanding - basic 540  534  539  533 
Effect of dilutive securities (in millions):
Employee stock options and restricted share units
Weighted average number of shares outstanding - diluted 542  536  540  534 
Earnings per share attributable to RCI shareholders:
Basic $10.66  $0.99  $11.49 $2.21 
Diluted $10.62  $0.98  $11.46 $2.19 

For the three and nine months ended September 30, 2025 and 2024, accounting for outstanding share-based payments using the equity-settled method for stock-based compensation was determined to be more dilutive than using the cash-settled method. As a result, net income for the three and nine months ended September 30, 2025 was reduced by nil and $4 million (2024 - nil and $9 million), respectively, in the diluted earnings per share calculation.

A total of 9,078,991 options were excluded from the calculation of the effect of dilutive securities for the three and nine months ended September 30, 2025 (2024 - 9,513,710), because they were anti-dilutive.

NOTE 12: 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.
16
Third Quarter 2025


Credit facilities and US CP
The tables below summarize the debt derivatives we entered into and settled related to our credit facility borrowings and US CP program during the three and nine months ended September 30, 2025 and 2024.
Three months ended September 30, 2025 Nine months ended September 30, 2025
(In millions of dollars, except exchange rates)
Notional
 (US$)
Exchange rate Notional (Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Credit facilities
Debt derivatives entered 5,677  1.373  7,793  9,825  1.394  13,695 
Debt derivatives settled 4,231  1.374  5,814  9,427  1.396  13,156 
Net cash received (paid) on settlement 13  (55)
US commercial paper program
Debt derivatives entered 218  1.376  300  517  1.410  729 
Debt derivatives settled 218  1.367  298  831  1.414  1,175 
Net cash paid on settlement (3) (1)
Three months ended September 30, 2024 Nine months ended September 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 3,476  1.364  4,740  11,739  1.355  15,903 
Debt derivatives settled 3,472  1.361  4,727  13,878  1.354  18,785 
Net cash paid on settlement (24) (8)
US commercial paper program
Debt derivatives entered 120  1.367  164  1,401  1.355  1,899 
Debt derivatives settled 218  1.367  298  1,514  1.361  2,060 
Net cash (paid) received on settlement (1)

As at September 30, 2025, we had US$1,446 million and nil notional amount of debt derivatives outstanding related to our credit facility borrowings and US CP program at average rates of $1.378/US$ and nil (December 31, 2024 - US$1,048 million and US$314 million at average rates of $1.439/US$ and $1.423/US$), respectively.

Through the MLSE Transaction, we acquired an interest rate swap MLSE had entered into to convert the $300 million of borrowings outstanding under its non-revolving credit facility (see note 16) from a floating rate to a fixed rate of 3.55%. The interest rate swap matures concurrently with the maturity of the non-revolving credit facility in June 2028. The interest rate swap has been designated as a hedge for accounting purposes.

Senior notes and subordinated notes
Below is a summary of the debt derivatives we entered into related to senior notes and subordinated notes during the three and nine months ended September 30, 2025 and 2024.
(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$)
2025 issuances
February 12, 2025 1,100  2055 7.000  % 5.440  % 1,575 
February 12, 2025 1,000  2055 7.125  % 5.862  % 1,432 
2024 issuances
February 9, 2024 1,250  2029 5.000  % 4.735  % 1,684 
February 9, 2024 1,250 2034 5.300  % 5.107  % 1,683 
1    Converting from a fixed US$ coupon rate to a weighted average Cdn$ fixed rate.

Rogers Communications Inc.
17
Third Quarter 2025


As at September 30, 2025, we had US$16,611 million (December 31, 2024 - US$17,250 million) in US dollar-denominated senior notes, debentures, and subordinated notes, of which all of the associated foreign exchange risk had been hedged using debt derivatives, at an average rate of $1.289/US$ (December 31, 2024 - $1.272/US$).

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

In July 2025, in connection with the offers to repurchase certain of our US dollar-denominated senior notes, we partially settled the associated debt derivatives on the accepted senior notes. See note 16 for more information.

Lease liabilities
Below is a summary of the debt derivatives we entered into and settled related to our outstanding lease liabilities for the three and nine months ended September 30, 2025 and 2024.
Three months ended September 30, 2025 Nine months ended September 30, 2025
(In millions of dollars, except exchange rates)
Notional
(US$)
Exchange rate Notional
(Cdn$)
Notional
(US$)
Exchange rate Notional
(Cdn$)
Debt derivatives entered 66  1.379  91  180  1.389  250
Debt derivatives settled 62  1.355  84  182  1.352  246
Three months ended September 30, 2024 Nine months ended September 30, 2024
(In millions of dollars, except exchange rates)
Notional
(US$)
Exchange rate Notional
(Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Debt derivatives entered 73  1.356  99  228  1.355  309 
Debt derivatives settled 54  1.352  73  155  1.329  206 

As at September 30, 2025, we had US$414 million notional amount of debt derivatives outstanding relating to our outstanding lease liabilities (December 31, 2024 - US$416 million) with terms to maturity ranging from October 2025 to September 2028 (December 31, 2024 - January 2025 to December 2027) at an average rate of $1.365/US$ (December 31, 2024 - $1.349/US$).

Expenditure derivatives
We use foreign currency forward contracts (expenditure derivatives) to manage the foreign exchange risk in our operations, designating them as hedges for accounting purposes for certain of our forecast operational and capital expenditures. In 2025, as a result of the MLSE Transaction, we acquired expenditure derivatives and other foreign exchange options that had previously been entered into by MLSE. The other foreign exchange options are effective economic hedges against future US dollar-denominated expenditures; however, they cannot be designated as hedges for accounting purposes.

The tables below summarize the expenditure derivatives we entered into and settled during the three and nine months ended September 30, 2025 and 2024.
Three months ended September 30, 2025 Nine months ended September 30, 2025
(In millions of dollars, except exchange rates) Notional (US$) Exchange rate Notional (Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Expenditure derivatives entered 60  1.313  78  1,235  1.362  1,682 
Expenditure derivatives acquired
619  1.363  844  619  1.363  844 
Expenditure derivatives settled 499  1.351  674  1,099  1.344  1,477 
Three months ended September 30, 2024 Nine months ended September 30, 2024
(In millions of dollars, except exchange rates) Notional (US$) Exchange rate Notional (Cdn$)
Notional
(US$)
Exchange
rate
Notional
(Cdn$)
Expenditure derivatives entered 600  1.342  805  1,110  1.341  1,489 
Expenditure derivatives settled 315  1.324  417  915  1.325  1,212 

As at September 30, 2025, we had US$2,345 million notional amount of expenditure derivatives outstanding (December 31, 2024 - US$1,590 million) with terms to maturity ranging from October 2025 to June 2039 (December 31,
Rogers Communications Inc.
18
Third Quarter 2025


2024 - January 2025 to December 2026) at an average rate of $1.354/US$ (December 31, 2024 - $1.336/US$). Of the US$1,235 million notional expenditure derivatives entered during the nine months ended September 30, 2025, US$305 million relates to a hedge of future Toronto Blue Jays player compensation at a rate of $1.30/US$ over the next 14 years.

In addition to the expenditure derivatives set forth in the tables above, we acquired other foreign exchange options with a maximum notional amount of US$1,078 million through the MLSE Transaction. These derivatives have not been designated as hedges for accounting purposes and changes in their fair values are recognized in "change in fair value of derivative instruments" in "finance costs".

During the three months ended September 30, 2025, we settled US$24 million ($32 million) notional amount of other foreign exchange options, reflecting an exchange rate of $1.3175/US$, and US$120 million notional amount of other foreign exchange options expired unexercised.

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

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

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

During the nine months ended September 30, 2024, we executed extension agreements for our equity derivative contracts under substantially the same commitment terms and conditions with revised expiry dates to April 2025 (from April 2024) and the weighted average cost was adjusted to $53.27 per share.

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

Cash settlements on debt derivatives and subsidiary equity derivatives
The tables below summarize the net proceeds (payments) on settlement of debt derivatives and subsidiary equity derivatives during the three and nine months ended September 30, 2025 and 2024.
Three months ended September 30 Nine months ended September 30
(In millions of dollars, except exchange rates) 2025 2024 2025 2024
Credit facilities 13  (24) (55) (8)
US commercial paper program (3) (1) (1)
Senior and subordinated notes (48) —  47  — 
Lease liabilities
—  —  — 
Subsidiary equity derivatives
—  44  — 
Net (payments) proceeds on settlement of debt derivatives and subsidiary equity derivatives (37) (25) 40  (3)

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


Rogers Communications Inc.
19
Third Quarter 2025


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 September 30, 2025 or December 31, 2024. There were no transfers between Level 1, Level 2, or Level 3 during the three and nine months ended September 30, 2025 or 2024.

Below is a summary of our financial instruments carried at fair value as at September 30, 2025 and December 31, 2024.
   Carrying value Fair value (Level 2) Fair value (Level 3)
  As at
Sept. 30
As at
Dec. 31
As at
Sept. 30
As at
Dec. 31
As at
Sept. 30
As at
Dec. 31
(In millions of dollars) 2025 2024 2025 2024 2025 2024
Financial assets
Investments, measured at FVTOCI:
Investments in private companies
105  128  —  —  105  128 
Held-for-trading:
Debt derivatives accounted for as cash flow hedges 895  1,194  895  1,194  —  — 
Debt derivatives not accounted for as hedges 21  21  —  — 
Expenditure derivatives accounted for as cash flow hedges 48  132  48  132  —  — 
Equity derivatives not accounted for as hedges 26  —  26  —  —  — 
Subsidiary equity derivatives not accounted for as hedges 11  —  11  —  —  — 
Total financial assets 1,106  1,461  1,001  1,333  105  128 
Financial liabilities
Long-term debt (including current portion)
38,322  41,896  38,121  39,765  —  — 
MLSE put liability
3,342  —  —  —  3,342  — 
Held-for-trading:
Debt derivatives accounted for as cash flow hedges 677  842  677  842  —  — 
MLSE interest rate swap
10  —  10  —  —  — 
Debt derivatives not accounted for as hedges —  —  —  — 
Expenditure derivatives accounted for as cash flow hedges 17  —  17  —  —  — 
Expenditure derivatives not accounted for as hedges
15  —  15  —  —  — 
Equity derivatives not accounted as hedges 17  54  17  54  —  — 
Subsidiary equity derivatives not accounted for as hedges
14  —  14  —  —  — 
Virtual power purchase agreement not accounted for as a hedge
10  10  —  — 
Total financial liabilities 42,419  42,804  38,876  40,673  3,342  — 

Rogers Communications Inc.
20
Third Quarter 2025


NOTE 13: 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
September 30
As at
December 31
(In millions of dollars) 2025 2024
Current financing receivables 2,249  2,341 
Long-term financing receivables 1,055  1,189 
Total financing receivables 3,304  3,530 

NOTE 14: INVESTMENTS
As at
September 30
As at
December 31
(In millions of dollars) 2025 2024
Investments in private companies, measured at FVTOCI
105  128 
Investments, associates and joint ventures 1,064  487 
Total investments 1,169  615 

As a result of the MLSE Transaction, during the three months ended September 30, 2025, we acquired the following investment interests in associates, the values of which are included in "Investments, associates and joint ventures" in the table above:
•a 46% ownership interest in Live Nation Ontario Concerts L.P., a corporation that presents, produces, and promotes music, comedy, family, and skating events in Ontario;
•a 37.5% ownership interest in York Bremner Developments Limited, a corporation that owns and operates Maple Leaf Square, a mixed-use real estate development in Toronto, Ontario; and
•a 33.75% ownership interest in York Bremner Hotel Leaseholds Limited, a corporation that owns and operates a boutique hotel located at Maple Leaf Square.

NOTE 15: SHORT-TERM BORROWINGS
  As at
September 30
As at
December 31
(In millions of dollars) 2025 2024
Receivables securitization program 1,600  2,000 
US commercial paper program (net of the discount on issuance) —  452 
Non-revolving credit facility borrowings (net of the discount on issuance) 2,013  507 
Total short-term borrowings 3,613  2,959 

Rogers Communications Inc.
21
Third Quarter 2025


The tables below summarize the activity relating to our short-term borrowings for the three and nine months ended September 30, 2025 and 2024.
Three months ended September 30, 2025 Nine months ended September 30, 2025
(In millions of dollars, except exchange rates) Notional (US$) Exchange rate Notional (Cdn$) Notional (US$) Exchange rate Notional (Cdn$)
Repayment of receivables securitization —  (400)
Net repayment of receivables securitization —  (400)
Proceeds received from US commercial paper 218  1.376  300  517  1.410  729 
Repayment of US commercial paper (219) 1.365  (299) (835) 1.413  (1,180)
Net proceeds received from (repayment of) US commercial paper (451)
Proceeds received from non-revolving credit facilities (US$) 1
4,352  1.375  5,982  5,397  1.386  7,479 
Repayment of non-revolving credit facilities (US$) 1
(2,906) 1.380  (4,011) (4,303) 1.393  (5,992)
Net proceeds received from non-revolving credit facilities 1,971  1,487 
Net proceeds received from short-term borrowings 1,972  636 
1    Borrowings under our non-revolving facility matured and were reissued regularly, such that until repaid, we maintained net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.

Three months ended September 30, 2024 Nine months ended September 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 120  1.367  164  1,402  1.355  1,900 
Repayment of US commercial paper (220) 1.364  (300) (1,525) 1.360  (2,074)
Net repayment of US commercial paper (136) (174)
Proceeds received from non-revolving credit facilities (US$) 1
1,275  1.366  1,742  1,829  1.364  2,495 
Repayment of non-revolving credit facilities (US$) 1
(1,279) 1.367  (1,748) (1,464) 1.367  (2,002)
Net (repayment of) proceeds received from non-revolving credit facilities (6) 493 
Net (repayment of) proceeds received from short-term borrowings (142) 1,119 
1 Borrowings under our non-revolving facility matured and were reissued regularly, such that until repaid, we maintained net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.

Receivables Securitization Program
Below is a summary of our receivables securitization program as at September 30, 2025 and December 31, 2024.
  As at
September 30
As at
December 31
(In millions of dollars) 2025 2024
Receivables sold to buyer as security 3,338  3,186 
Short-term borrowings from buyer (1,600) (2,000)
Overcollateralization 1,738  1,186 

Rogers Communications Inc.
22
Third Quarter 2025


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

The terms of our receivables securitization program are committed until its expiry, which we extended in July 2025 to an expiration date of July 31, 2028.

US Commercial Paper Program
The tables below summarize the activity relating to our US CP program for the three and nine months ended September 30, 2025 and 2024.
Three months ended September 30, 2025 Nine months ended September 30, 2025
(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 —  —  —  314  1.439  452 
Net proceeds received from (repayment of) US commercial paper (1)
n/m
(318) 1.418  (451)
Discounts on issuance 1
n/m
n/m
Gain on foreign exchange 1
(3) (7)
US commercial paper program, end of period —  —  —  —  —  — 
n/m - not meaningful
1 Included in finance costs.

Three months ended September 30, 2024 Nine months ended September 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 98  1.367  134  113  1.327  150 
Net repayment of US commercial paper (100) 1.360  (136) (123) 1.415  (174)
Discounts on issuance 1
n/m
10 
n/m
14 
Loss on foreign exchange 1
(1) 10 
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 12). We have not designated these debt derivatives as hedges for accounting purposes.

Rogers Communications Inc.
23
Third Quarter 2025


Non-Revolving Credit Facilities
Below is a summary of the activity relating to our non-revolving credit facilities for the three and nine months ended September 30, 2025 and 2024.
Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 2025 2024
Non-revolving credit facility, beginning of period —  505  507  — 
Net (repayment of) proceeds received from non-revolving credit facility 1,971  (6) 1,487  493 
Loss (gain) on foreign exchange 1
43  (6) 20  — 
Non-revolving credit facility, end of period 2,014  493  2,014  493 
1 Included in finance costs.

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

Concurrent with our US dollar-denominated borrowings under our credit facilities, we entered into debt derivatives to hedge the foreign currency risk associated with the principal and interest components of the borrowings (see note 12).

Rogers Communications Inc.
24
Third Quarter 2025


NOTE 16: LONG-TERM DEBT
Principal
amount
Interest
rate
As at
September 30
As at
December 31
(In millions of dollars, except interest rates) Due date    2025 2024
Bank credit facilities (Cdn$ portion) Floating 425  — 
Term loan facility Floating —  1,001 
Canada Infrastructure Bank credit facility 2052 1.000  % 135  64 
Senior notes 2025 US 1,000  2.950  % —  1,439 
Senior notes 2025 1,250  3.100  % —  1,250 
Senior notes 2025 US 700  3.625  % 974  1,007 
Senior notes 2026 500  5.650  % 500  500 
Senior notes 2026 US 500  2.900  % 696  718 
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  % 1,810  1,871 
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  % 159  500 
Senior notes 2029 1,000  3.750  % 1,000  1,000 
Senior notes 2029 1,000  3.250  % 700  1,000 
Senior notes 2029 US 1,250  5.000  % 1,740  1,799 
Senior notes 2030 500  5.800  % 500  500 
Senior notes 1
2030 500  2.900  % 210  500 
Senior notes 2032 US 2,000  3.800  % 2,784  2,878 
Senior notes 2032 1,000  4.250  % 1,000  1,000 
Senior debentures 2
2032 US 200  8.750  % 278  288 
Senior notes 2033 1,000  5.900  % 1,000  1,000 
Senior notes 2034 US 1,250  5.300  % 1,740  1,799 
Senior notes 2038 US 350  7.500  % 487  504 
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  % 1,044  1,079 
Senior notes 2043 US 382  4.500  % 533  719 
Senior notes 2043 US 650  5.450  % 905  935 
Senior notes 2044 US 752  5.000  % 1,047  1,511 
Senior notes 2048 US 506  4.300  % 704  1,079 
Senior notes 1
2049 300  4.250  % 26  300 
Senior notes 2049 US 630  4.350  % 877  1,799 
Senior notes 2049 US 541  3.700  % 753  1,439 
Senior notes 2052 US 2,000  4.550  % 2,784  2,878 
Senior notes 2052 1,000  5.250  % 1,000  1,000 
Subordinated notes 3
2055 US 1,100  7.000  % 1,531  — 
Subordinated notes 4
2055 US 1,000  7.125  % 1,392  — 
Subordinated notes 3
2055 1,000  5.625  % 1,000  — 
Subordinated notes 3
2081 2,000  5.000  % 2,000  2,000 
Subordinated notes 3
2082 US 750  5.250  % 1,044  1,079 
39,228  42,886 
Deferred transaction costs and discounts (826) (951)
Deferred government grant liability (80) (39)
Less current portion         (1,599) (3,696)
Total long-term debt         36,723  38,200 
1    Senior notes originally issued by Shaw Communications Inc. which are unsecured obligations of RCI and for which RCCI was an unsecured guarantor as at September 30, 2025 and December 31, 2024.
2    Senior debentures originally issued by Rogers Cable Inc. which are unsecured obligations of RCI and for which RCCI was an unsecured guarantor as at September 30, 2025 and December 31, 2024.
3    The subordinated notes can be redeemed at par on the respective five-year anniversary from issuance dates of December 2021, February 2022, and February 2025 or on any subsequent interest payment date.
4    The subordinated notes can be redeemed at par on the ten-year anniversary from the issuance date of February 2025 or on any subsequent interest payment date.

Rogers Communications Inc.
25
Third Quarter 2025


The tables below summarize the activity relating to our long-term debt for the three and nine months ended September 30, 2025 and 2024.
Three months ended
 September 30, 2025
Nine months ended
September 30, 2025
(In millions of dollars, except exchange rates) Notional (US$) Exchange rate Notional (Cdn$) Notional (US$) Exchange rate Notional (Cdn$)
Credit facility borrowings (Cdn$) 134  196 
Credit facility borrowings (US$) 1,325  1.367  1,811  1,325  1.367  1,811 
Total credit facility borrowings 1,945  2,007 
Credit facility repayments (US$) (1,325) 1.361  (1,803) (1,325) 1.361  (1,803)
Total credit facility repayments (1,803) (1,803)
Net borrowings under credit facilities 142  204 
Term loan facility net borrowings (US$) 1
—  —  — 
n/m
Term loan facility net repayments (US$) 1
—  —  —  (697) 1.380  (962)
Net repayments under term loan facility —  (956)
Senior note repayments (Cdn$) (1,147) (2,397)
Senior note repayments (US$) (1,412) 1.362  (1,923) (2,412) 1.394  (3,362)
Total senior notes repayments (3,070) (5,759)
Net repayment of senior notes (3,070) (5,759)
Subordinated note issuances (Cdn$) —  1,000 
Subordinated note issuances (US$) —  —  —  2,100  1.432  3,007 
Total issuances of subordinated notes —  4,007 
Net repayment of long-term debt (2,928) (2,504)
1    Borrowings under our term loan facility matured and were reissued regularly, such that until repaid, we maintained net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.

Three months ended
 September 30, 2024
Nine months ended
September 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 borrowings (US$) 1
n/m
18 
n/m
18 
Term loan facility net repayments (US$) 1
—  —  —  (2,512) 1.351  (3,393)
Net borrowings (repayments) under term loan facility 18  (3,375)
Senior note issuances (US$) —  —  —  2,500  1.347  3,367 
Senior note repayments (Cdn$) —  (1,100)
Net issuance of senior notes —  2,267 
Net issuance (repayment) of long-term debt 18  (1,108)
1    Borrowings under our term loan facility matured and were reissued regularly, such that until repaid, we maintained net outstanding borrowings equivalent to the then-current credit limit on the reissue dates.

Rogers Communications Inc.
26
Third Quarter 2025


Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 2025 2024
Long-term debt, beginning of period 40,852  40,585  41,896  40,855 
Net (repayment) issuance of long-term debt (2,928) 18  (2,504) (1,108)
Discount on principal amount of senior notes repurchased in connection with tender offer
(504) —  (504) — 
Increase in government grant liability related to Canada Infrastructure Bank facility (5) —  (43) — 
Long-term debt acquired through the MLSE Transaction
298  —  298  — 
Loss (gain) on foreign exchange 447  (344) (951) 495 
Deferred transaction costs derecognized (incurred)
131  —  31  (53)
Amortization of deferred transaction costs 31  35  99  105 
Long-term debt, end of period 38,322  40,294  38,322  40,294 

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

In July 2025, to partially fund the MLSE Transaction, we borrowed US$1.3 billion ($1.8 billion) under our revolving credit facility (which was subsequently repaid using the proceeds from the network transaction) and US$1.5 billion ($2 billion) under two new $1 billion non-revolving credit facilities that mature in July 2026 (the borrowings under which are recognized within "short-term borrowings" on our consolidated statement of financial position).

During the three months ended September 30, 2025, we amended the terms of our revolving credit facility to, among other things, extend the maturity date of the $3 billion tranche to September 2030, from April 2029, and the $1 billion tranche to September 30, 2028, from April 2027.

Through the MLSE Transaction, we acquired MLSE's revolving and non-revolving credit facilities. The revolving credit facility has a borrowing limit of $260 million and matures in June 2028. During the three months ended September 30, 2025, we borrowed $125 million under the MLSE revolving credit facility. The non-revolving credit facility has a borrowing limit of $300 million, is fully drawn (reflected in "Long-term debt acquired through the MLSE Transaction" in the table above), and matures in June 2028. MLSE had entered into an interest rate swap to convert the floating interest rate on the borrowings under the non-revolving credit facility to a fixed interest rate (see note 12 for more information). Both of MLSE's credit facilities are secured by a first charge on Scotiabank Arena and all personal property of MLSE, subject to certain exceptions.

Senior and Subordinated Notes
Issuance of senior and subordinated notes and related debt derivatives
Below is a summary of the senior notes we issued during the three and nine months ended September 30, 2025 and 2024.
(In millions of dollars, except interest rates and discounts) Discount/ premium at issuance
Total gross

proceeds 1 (Cdn$)
Transaction costs and
discounts 2 (Cdn$)
Date issued   Principal amount Due date Interest rate
2025 issuances
February 12, 2025 (subordinated) 3
US 1,100  2055 7.000  % 100.000  % 1,575  21
February 12, 2025 (subordinated) 3
US 1,000  2055 7.125  % 100.000  % 1,432  19
February 12, 2025 (subordinated) 3
1,000  2055 5.625  % 99.983  % 1,000  11
2024 issuances
February 9, 2024 (senior) US 1,250  2029 5.000  % 99.714  % 1,684  20
February 9, 2024 (senior) 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.
3    Deferred transaction costs and discounts (if any) in the carrying value of the subordinated notes are recognized in net income using the effective interest method. The three issuances of subordinated notes due 2055 can be redeemed at par on February 15, 2030, February 15, 2035, and February 15, 2030, respectively, or on any subsequent interest payment date.


Rogers Communications Inc.
27
Third Quarter 2025


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

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

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

2024
In February 2024, we issued senior notes with an aggregate principal amount of US$2.5 billion, consisting of US$1.25 billion of 5.00% senior notes due 2029 and US$1.25 billion of 5.30% senior notes due 2034. Concurrent with the issuance, we entered into debt derivatives to convert all interest and principal payment obligations to Canadian dollars. As a result, we received net proceeds of US$2.46 billion ($3.32 billion). We used the proceeds from this issuance to repay $3.4 billion of our term loan facility such that only $1 billion remains outstanding under the April 2026 tranche.

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

During the three months ended September 30, 2025, we purchased $1,205 million principal amount of our Canadian dollar-denominated senior notes and US$1,738 million principal amount of our US dollar-denominated senior notes, paying the note holders $1,147 million and US$1,411 million, respectively, plus accrued interest, for the purchase of those senior notes. In connection with our purchase of the US-dollar denominated senior notes, we also partially settled the associated debt derivatives. See note 12 for more information on the settlement of debt derivatives.

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

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

Rogers Communications Inc.
28
Third Quarter 2025


NOTE 17: LEASES

Below is a summary of the activity related to our lease liabilities for the three and nine months ended September 30, 2025 and 2024.
  Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 2025 2024
Lease liabilities, beginning of period 2,953  2,719  2,778  2,593 
Net additions 111  133  542  488 
Lease liabilities acquired through the MLSE Transaction
104  —  104  — 
Interest on lease liabilities 37  34  109  103 
Interest payments on lease liabilities (32) (31) (93) (98)
Principal payments of lease liabilities (147) (127) (414) (358)
Lease liabilities, end of period 3,027  2,728  3,027  2,728 

NOTE 18: EQUITY

Dividends
Below is a summary of the dividends we declared and paid on our outstanding RCI Class A Voting common shares (Class A Shares) and Class B Non-Voting Shares in 2025 and 2024.
Dividends paid (in millions of dollars)
Number of Class B
Non-Voting
Shares issued
(in thousands) 1
Declaration date Record date Payment date
Dividend per
share (dollars)
In cash
In Class B
Non-Voting
Shares
Total
January 29, 2025 March 10, 2025 April 2, 2025 0.50  188  81  269  2,181 
April 22, 2025 June 9, 2025 July 3, 2025 0.50  270 —  270  — 
July 22, 2025 September 8, 2025 October 3, 2025 0.50  270 —  270  — 
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 
July 23, 2024 September 9, 2024 October 3, 2024 0.50  181  86  267  1,633 
October 23, 2024 December 9, 2024 January 3, 2025 0.50  185  84  269  1,943 
1    Class B Non-Voting Shares were issued as partial settlement of our quarterly dividend payable on the payment date under the terms of our dividend reinvestment plan (DRIP).

On October 22, 2025, the Board declared a quarterly dividend of $0.50 per Class A Voting Share and Class B Non-Voting Share, to be paid on January 2, 2026, to shareholders of record on December 8, 2025.

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

Non-controlling Interest
On June 20, 2025, we sold a 49.9% equity interest, representing a 20% voting interest, in a subsidiary (Backhaul Network Services Inc., or BNSI) that owns a portion of our wireless backhaul transport infrastructure to Blackstone for US$4.85 billion ($6.7 billion). We control BNSI and have therefore included its results in our consolidated financial statements. Provided our debt leverage ratio is not greater than 3.25x, at any time between the eighth and twelfth anniversaries of closing, we will have the right to purchase Blackstone's interest in BNSI for a cash purchase price based on the lesser of a multiple of BNSI's EBITDA (calculated in accordance with the BNSI shareholder agreement) and an amount necessary to provide Blackstone with an 8% annual rate of return, subject to a pre-agreed floor and after considering distributions previously made to Blackstone. Blackstone does not have a right to require Rogers to repurchase or redeem its shares.

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

Rogers Communications Inc.
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Third Quarter 2025


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

We have entered into derivative agreements in connection with the network transaction (see note 12).

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 nine months ended September 30, 2025 and 2024.
   Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 2025 2024
Stock options 22  10  19  (31)
Restricted share units 25  14  46  23 
Deferred share units 10  (3)
Equity derivative effect, net of interest receipt (33) (15) (10) 52 
Total stock-based compensation expense 22  14  65  41 
As at September 30, 2025, we had a total liability recognized at its fair value of $141 million (December 31, 2024 - $103 million) related to stock-based compensation, including stock options, restricted share units (RSUs), and deferred share units (DSUs).

During the three and nine months ended September 30, 2025, we paid $1 million and $36 million (2024 - $10 million and $65 million), respectively, to holders of stock options, RSUs, and DSUs upon exercise using the cash settlement feature.

Stock Options
Summary of stock options
The tables below summarize the activity related to stock option plans, including performance options, for the three and nine months ended September 30, 2025 and 2024.
   Three months ended September 30, 2025 Nine months ended September 30, 2025
(In number of units, except prices) Number of options
Weighted average
exercise price
Number of options Weighted average
exercise price
Outstanding, beginning of period 12,204,957  $58.80 9,707,847  $63.89
Granted —  —  2,687,103  $40.37
Forfeited (438,863) 65.79 (628,856) $62.82
Outstanding, end of period 11,766,094  $58.58 11,766,094  $58.58
Exercisable, end of period 7,322,180  $64.10 7,322,180  $64.10
   Three months ended September 30, 2024 Nine months ended September 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 10,587,278  $63.92 10,593,645  $63.87
Granted —  —  353,105  $61.39
Exercised (25,470) $49.95 (153,615) $53.04
Forfeited (853,961) $64.66 (1,085,288) $64.44
Outstanding, end of period 9,707,847  $63.89 9,707,847  $63.89
Exercisable, end of period 6,135,190  $63.69 6,135,190  $63.69

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

Rogers Communications Inc.
30
Third Quarter 2025


Unrecognized stock-based compensation expense related to stock option plans was $12 million as at September 30, 2025 (December 31, 2024 - $1 million) and will be recognized in net income within periods of up to the next four years as the options vest.

Restricted Share Units
Summary of RSUs
Below is a summary of the activity related to RSUs outstanding, including performance RSUs, for the three and nine months ended September 30, 2025 and 2024.
   Three months ended September 30 Nine months ended September 30
(In number of units) 2025 2024 2025 2024
Outstanding, beginning of period 3,370,722  2,500,371  2,448,224  2,551,728 
Granted and reinvested dividends 58,639  108,669  1,924,846  1,193,726 
Exercised (6,360) (8,115) (778,837) (908,188)
Forfeited (49,912) (98,605) (221,144) (334,946)
Outstanding, end of period 3,373,089  2,502,320  3,373,089  2,502,320 

Included in the above table are grants of 8,870 and 312,356 performance RSUs to certain key employees during the three and nine months ended September 30, 2025 (2024 - nil and 378,296), respectively.

Unrecognized stock-based compensation expense related to these RSUs was $61 million as at September 30, 2025 (December 31, 2024 - $35 million) and will be recognized in net income within periods of up to the next three years as the RSUs vest.

Deferred Share Unit Plan
Summary of DSUs
Below is a summary of the activity related to DSUs outstanding, including performance DSUs, for the three and nine months ended September 30, 2025 and 2024.
   Three months ended September 30 Nine months ended September 30
(In number of units) 2025 2024 2025 2024
Outstanding, beginning of period 1,034,078  1,145,935  908,678  956,410 
Granted and reinvested dividends 12,614  11,459  232,703  222,358 
Exercised (1) (184,717) (94,405) (205,868)
Forfeited —  —  (285) (223)
Outstanding, end of period 1,046,691  972,677  1,046,691  972,677 

Included in the above table are grants of 1,390 and 4,149 performance DSUs to certain key executives during the three and nine months ended September 30, 2025 (2024 - 1,898 and 5,128).

Unrecognized stock-based compensation expense related to granted DSUs was $11 million as at September 30, 2025 (December 31, 2024 - $5 million) and will be recognized in net income over the next three years as the executive DSUs vest. All other DSUs granted are fully vested.

NOTE 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 nine months ended September 30, 2025 and 2024 were less than $1 million, respectively.

Transactions with Related Parties
We have entered into business transactions with Dream Unlimited Corp. (Dream), which is controlled by our Director Michael J. Cooper. Dream is a real estate company that rents spaces in office and residential buildings. Total amounts paid to this related party were nominal for the three and nine months ended September 30, 2025 and 2024.

On closing of the Shaw Transaction, we entered into an advisory agreement with Brad Shaw in accordance with the arrangement agreement, pursuant to which he was paid $20 million for a two-year period following closing in exchange for
Rogers Communications Inc.
31
Third Quarter 2025


performing certain services related to the transition and integration of Shaw, of which nil and $3 million was recognized in net income and paid during the three and nine months ended September 30, 2025 (2024 - $3 million and $8 million). There are no payments this quarter as the final payment under the agreement was made in the three months ended March 31, 2025. We have also entered into certain other transactions with the Shaw Family Group. Total transactions with the Shaw Family Group during the three and nine months ended September 30, 2025 were less than $1 million.

In addition, we assumed a liability through the Shaw Transaction related to a legacy pension arrangement with one of our directors whereby the director will be paid $1 million per month until March 2035, $3 million and $9 million of which was paid during the three and nine months ended September 30, 2025. The remaining liability of $85 million is included in "accounts payable and accrued liabilities" (for the amount to be paid within the next twelve months) or "other long-term liabilities".

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

NOTE 21: COMMITMENTS

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

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

Commitments acquired in the MLSE Transaction
As a result of the MLSE Transaction, we acquired MLSE's outstanding contractual commitments. The table below summarizes the acquired commitments for purchase obligations, which were not recognized as liabilities as at July 1, 2025.
(In millions of dollars) Remainder of 2025 2026 and 2027 2028 and 2029 Thereafter Total
Purchase obligations 17  25  —  46 
Player contracts 184  603  392  80  1,259 

NOTE 22: SUPPLEMENTAL CASH FLOW INFORMATION

Change in Net Operating Assets and Liabilities
   Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 2025 2024
Accounts receivable, excluding financing receivables (87) (58) (122) (8)
Financing receivables 28  226  95 
Contract assets 10  18  (4)
Inventories 79  41  171  (16)
Other current assets (27) 17  (110) 112 
Accounts payable and accrued liabilities (208) 243  (398) (291)
Contract and other liabilities 76  (57) (29) (97)
Total change in net operating assets and liabilities (133) 200  (244) (209)

Capital Expenditures
   Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 2025 2024
Capital expenditures before proceeds on disposition 977  967  2,841  3,034 
Proceeds on disposition (13) (41) (68) (51)
Capital expenditures 964  977  2,773  3,034 

Rogers Communications Inc.
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Third Quarter 2025
EX-99.3 4 rci-09302025xexhibit993.htm EX-99.3 Document

rogerslogohires.jpg
Exhibit 99.3
ROGERS COMMUNICATIONS REPORTS THIRD QUARTER 2025 RESULTS
Rogers delivers industry-leading combined mobile phone and Internet net additions, best wireless customer loyalty in over two years, strong Wireless and Cable margins, and healthy revenue growth from Media operations

Wireless financials and subscriber growth reflect continued marketplace discipline and leadership
•Wireless service revenue of $2.1 billion; adjusted EBITDA of $1.4 billion, up 1%
•Added 111,000 total mobile phone net additions, consisting of 62,000 postpaid and 49,000 prepaid; year-to-date total mobile subscriber additions of 206,000
•Postpaid churn of 0.99%, down 13 basis points and lowest churn in over two years
•Focus on efficiency and financial discipline continues to drive industry-leading Wireless margin of 67%

Cable growth continues; margin strong
•Revenue of $2 billion, up 1%; adjusted EBITDA of $1.1 billion, up 2%
•Retail Internet net additions of 29,000; 78,000 new Internet subscribers year-to-date
•Focus on efficiency and financial discipline continues to drive industry-leading Cable margin of 58%

Media revenue growth enhanced by strong Toronto Blue Jays regular season and consolidation of MLSE results
•Revenue of $753 million, up 26%; adjusted EBITDA of $75 million
•Rogers confirms pro forma 2025 Media revenue and adjusted EBITDA including MLSE for full year would be approximately $4 billion and $0.25 billion, respectively

Rogers continues to lead on network and product innovation; Rogers Satellite expands to more areas across Canada
•Rogers is the first carrier in Canada to launch satellite-to-mobile text messaging services
•With Rogers Satellite, Rogers now has three times more coverage than any other Canadian carrier
•Game-changing service connects Canadians to first responders in remote areas across the country

Executes on strong balance sheet management while making meaningful progress on sports and media; third pillar of growth
•Lowers debt leverage ratio to 3.9x after completing acquisition of additional 37.5% stake in MLSE in Q3

Company reaffirms 2025 service revenue and adjusted EBITDA outlook, updates capex and free cash flow outlook
•Total service revenue growth of 3% to 5%; adjusted EBITDA growth of 0% to 3%; capital expenditures of $3.7 billion; and free cash flow of $3.2 billion to $3.3 billion

TORONTO (October 23, 2025) - Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RCI) today announced its unaudited financial and operating results for the third quarter ended September 30, 2025.

"In the third quarter, we delivered industry-leading combined Wireless and Internet subscriber growth, underpinned by our lowest churn in over two years and healthy margins in Wireless and Cable," said Tony Staffieri, President and CEO. "Our media and sports business also drove strong double-digit revenue growth, highlighting our world-class assets and the opportunity to unlock value for shareholders."


Rogers Communications Inc.
1
Third Quarter 2025


Consolidated Financial Highlights
(In millions of Canadian dollars, except per share amounts, unaudited) Three months ended September 30 Nine months ended September 30
2025 2024 % Chg 2025 2024 % Chg
Total revenue 5,348  5,129  15,540  15,123 
Total service revenue 4,739  4,567  13,854  13,523 
Adjusted EBITDA 1 2,515  2,545  (1) 7,131  7,084 
Net income
5,808  526  n/m 6,236  1,176  n/m
Net income attributable to RCI shareholders 5,754  526  n/m 6,191  1,176  n/m
Adjusted net income 1
726  762  (5) 1,901  1,925  (1)
Adjusted net income attributable to RCI shareholders 1
740  762  (3) 1,903  1,925  (1)
Diluted earnings per share attributable to RCI shareholders
$10.62  $0.98  n/m $11.46  $2.19  n/m
Adjusted diluted earnings per share attributable to RCI shareholders 1
$1.37  $1.42  (4) $3.52  $3.59  (2)
Cash provided by operating activities 1,515  1,893  (20) 4,407  4,545  (3)
Free cash flow 1
829  915  (9) 2,340  2,167 
n/m - not meaningful

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
•Launched Rogers Satellite, providing Canadians with three times more geographic coverage than any other carrier.
•Turned on 5G service in 4,750 metres of tunnels in the Toronto Transit Commission subway system.
•Launched the Connected Robotics Living Lab with the federal government to advance 5G and AI research.

Deliver easy to use, reliable products and services
•Expanded next-generation WiFi 7 technology across Canada.
•Launched Rogers Xfinity StreamSaver, bringing three popular streaming apps together in one plan.
•Expanded Citytv+ direct-to-consumer on all major streaming platforms.

Be the first choice for Canadians
•More Canadians continue to choose Rogers Wireless and Internet over any other provider.
•Reached 14.1 million Canadians via Toronto Blue Jays Sportsnet broadcasts during the MLB regular season.
•Ranked the number one brand associated with the Toronto International Film Festival for the second consecutive year.

Be a strong national company investing in Canada
•Invested $964 million in capital expenditures, the majority of which was in our network.
•Announced a new slate of Canadian-made original programming for specialty networks HGTV and Food Network.
•Donated $1 million to the Rogers Charity Classic to support children's charities in Alberta.

Be the growth leader in our industry
•Grew total service revenue by 4%.
•Generated strong free cash flow of $829 million and cash flow from operating activities of $1,515 million.

MLSE Transaction
Effective July 1, 2025, after receiving all required regulatory and league approvals, we acquired Bell's 37.5% ownership stake in Maple Leaf Sports & Entertainment Ltd. (MLSE) for a purchase price of $4.7 billion in cash (MLSE Transaction). The purchase price was primarily funded from bank credit facilities together with cash on hand (see "Managing our Liquidity and Financial Resources" in our Q3 2025 MD&A for more information). With the closing of the MLSE Transaction, we are the largest owner of MLSE, with a 75% controlling interest. The holder (MLSE minority holder) of the 25% non-controlling interest in MLSE (MLSE non-controlling interest) has a right to require we purchase its interest beginning in July 2026 at an
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 and adjusted net income attributable to RCI shareholders (a component of adjusted diluted earnings per share) are non-GAAP financial measures. See "Non-GAAP and Other Financial Measures" in our Q3 2025 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.
2
Third Quarter 2025


agreement-defined fair value (MLSE put liability); we have a reciprocal right to acquire the MLSE non-controlling interest under the same terms, which we expect to exercise.

We remain committed to unlocking what we view as the significant unrecognized value in our world-class sports assets. Purchasing the MLSE non-controlling interest would be a key step in consolidating value in these assets. MLSE owns the Toronto Maple Leafs (NHL), Toronto Raptors (NBA), Toronto FC (MLS), the Toronto Argonauts (CFL), various minor league teams, and associated real estate holdings, such as Scotiabank Arena. The MLSE Transaction added significantly to our other sports assets, including the Toronto Blue Jays, Rogers Centre, and Sportsnet. As a result of acquiring a majority interest in MLSE, we commenced consolidating 100% of MLSE's financial results in our Media reportable segment effective July 1, 2025.

We are evaluating multiple options for transactions that could unlock additional value for our shareholders from our sports assets. We expect any such transaction would be implemented in connection with acquiring 100% ownership of MLSE. These options could include, among others, selling a minority interest in some or all of our sports and other media assets to one or more third-party investors or consolidating these assets in a separate company we take public. Neither of these transaction options, nor any combination or other potential options, is currently being prioritized. We anticipate our final choice of transaction could occur within the next 18 months (see "About Forward-Looking Information" for more information).

Subsidiary Equity Investment
On April 4, 2025, we announced we had entered into a definitive agreement with funds managed by Blackstone, backed by leading Canadian institutional investors, for a US$4.85 billion ($6.7 billion) equity investment (the "network transaction"). On June 20, 2025, the network transaction closed and we received US$4.85 billion ($6.7 billion) from Blackstone.

Under the terms of the network transaction, Blackstone acquired a non-controlling interest in Backhaul Network Services Inc. (BNSI), a new Canadian subsidiary of Rogers that owns a minor part of our wireless network. We maintain full operational control of our network and we include the financial results of BNSI in our consolidated financial statements (see "Managing our Liquidity and Financial Resources - Non-controlling interest" in our Q3 2025 MD&A for more information). We used the net proceeds from the network transaction to repay debt, including the remaining $700 million outstanding under our term loan facility, $1.8 billion outstanding under our revolving credit facility, and $1.1 billion and US$1.4 billion to pay the purchase price for our senior notes that we accepted for purchase pursuant to offers to purchase that expired on July 18, 2025 (see "Managing our Liquidity and Financial Resources - Cash tender offers" in our Q3 2025 MD&A for more information). We expect to use the remaining proceeds to repay senior notes maturing in 2025.

Blackstone holds a 49.9% equity interest (with a 20% voting interest) in BNSI and we hold a 50.1% equity interest (with an 80% voting interest). Provided our debt leverage ratio is not greater than 3.25x, at any time between the eighth and twelfth anniversaries of closing, we will have the right to purchase Blackstone's interest in BNSI. The Blackstone investment is recognized as equity in our consolidated financial statements.

During the first five years of Blackstone's investment, BNSI will have a distribution policy to make quarterly pro rata cash distributions to Blackstone and RCCI of available cash in an amount that is intended to provide Blackstone with a 7% annual return on its US dollar investment. Including the impact of the subsidiary equity derivatives (see "Financial Risk Management" for more information), the effective cost to Rogers is approximately 6.26% over the first five years.

As a result of closing the network transaction, we made changes to certain non-GAAP measures and other specified financial measures in the second quarter (see "Non-GAAP and Other Financial Measures – Changes to specified financial measures", "Review of Consolidated Performance – Adjusted net income", and "Managing our Liquidity and Financial Resources – Free cash flow" in our Q3 2025 MD&A for more information).

Rogers Communications Inc.
3
Third Quarter 2025


Financial Guidance

As a result of our focus on recognizing capital efficiencies, we are updating our full-year 2025 guidance ranges for capital expenditures and free cash flow from the ranges provided on July 23, 2025 and initially provided on January 30, 2025. We have not changed our guidance ranges for total service revenue or adjusted EBITDA. Our updated 2025 guidance ranges are as follows.
2024
July 23, 2025
October 23, 2025
(In millions of dollars, except percentages) Actual
Guidance Ranges 1, 2
Guidance Ranges 1, 2
Total service revenue 18,066 
Increase of 3%
to 5%
Increase of 3%
to 5%
Adjusted EBITDA
9,617 
Increase of 0%
to 3%
Increase of 0%
to 3%
Capital expenditures 3
4,041 
Approximately 3,800
Approximately 3,700
Free cash flow
3,045  3,000  to 3,200 3,200  to 3,300
1    Guidance ranges presented as percentages reflect percentage increases over full-year 2024 results.
2    Guidance ranges presented include the results of MLSE from and after the closing on July 1, 2025.
3    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.

The above table outlines guidance ranges for selected full-year 2025 consolidated financial metrics giving effect to the completion of the MLSE Transaction on July 1, 2025 and the network transaction on June 20, 2025. These guidance ranges take into consideration our current outlook and the 2024 results of each of Rogers and MLSE. Adjusted EBITDA guidance is unchanged due to the seasonality of MLSE's business, with the third quarter being the offseason for the Toronto Maple Leafs and the Toronto Raptors. Our estimated pro forma 2025 Media revenue and adjusted EBITDA including MLSE is approximately $4 billion and $0.25 billion, respectively. The purpose of this guidance is to assist investors, shareholders, and others in understanding certain financial metrics relating to expected 2025 financial results for evaluating the performance of our business including the completion of the MLSE Transaction. Our guidance, including the various assumptions underlying it, is forward-looking and should be read in conjunction with "About Forward-Looking Information" in this earnings release (including the material assumptions listed under the heading "Key assumptions underlying our full-year 2025 guidance") and in our 2024 Annual MD&A and the related disclosure and information about various economic, competitive, legal, and regulatory assumptions, factors, and risks that may cause our actual future financial and operating results to differ from what we currently expect.

Quarterly Financial Highlights

Revenue
Total revenue and total service revenue increased by 4% this quarter, primarily as a result of revenue growth in Media.

Wireless service revenue this quarter was in line with the prior year. Wireless equipment revenue increased by 9%, primarily as a result of higher device upgrades by existing customers.

Cable service revenue increased by 1% this quarter, primarily as a result of retail Internet subscriber growth and base management activity.

Media revenue increased by 26% this quarter, as a result of revenue from MLSE following the closing of the MLSE Transaction and the success of the Toronto Blue Jays, which resulted in higher attendance and game day revenues.

Adjusted EBITDA and margins
Consolidated adjusted EBITDA decreased 1% this quarter and our adjusted EBITDA margin decreased by 260 basis points, primarily as a result of the seasonal results for MLSE, as both the Toronto Maple Leafs and the Toronto Raptors are in their offseasons in the third quarter.

Wireless adjusted EBITDA increased by 1%, primarily as a result of higher equipment margins. This gave rise to an adjusted EBITDA margin of 67%, up 60 basis points.

Cable adjusted EBITDA increased by 2% due to flowthrough of service revenue growth and ongoing cost efficiencies. This gave rise to an adjusted EBITDA margin of 58%, up 70 basis points.

Media adjusted EBITDA decreased by $61 million this quarter primarily due to the seasonal impact of MLSE.

Net income and adjusted net income
Adjusted net income decreased by 5% this quarter, primarily as a result of lower adjusted EBITDA. Net income increased by $5,282 million, primarily as a result of a $5 billion non-cash gain to recognize our existing interest in MLSE at fair value, which was required as a result of the MLSE Transaction.
Rogers Communications Inc.
4
Third Quarter 2025


Cash flow and available liquidity
This quarter, we generated cash provided by operating activities of $1,515 million (2024 - $1,893 million), which decreased as a result of higher net investment in net operating assets and liabilities and higher income taxes paid, net, and free cash flow of $829 million (2024 - $915 million), which decreased primarily as a result of higher cash income tax payments.

As at September 30, 2025, we had $6.4 billion of available liquidity2 (December 31, 2024 - $4.8 billion), reflecting $1.5 billion in cash and cash equivalents and $4.9 billion available under our bank and other credit facilities.

As a result of the MLSE Transaction closing this quarter, our debt leverage ratio2 has increased to 3.9 as at September 30, 2025. This has been calculated on an adjusted basis to include trailing 12-month adjusted EBITDA of a combined Rogers and MLSE as if the MLSE Transaction had closed at the beginning of the trailing 12-month period. If calculated on an as reported basis without the foregoing adjustment, our debt leverage ratio2 as at September 30, 2025 was 4.0 (December 31, 2024 - 4.5). See "Financial Condition" in our Q3 2025 MD&A for more information.

We also returned $270 million in dividends to shareholders this quarter and we declared a $0.50 per share dividend on October 22, 2025.

2Available 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 Q3 2025 Management's Discussion and Analysis (MD&A), available at www.sedarplus.ca, and this earnings release for more information about this measure. 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 Q3 2025 MD&A for a reconciliation of available liquidity.
Rogers Communications Inc.
5
Third Quarter 2025


About this Earnings Release

This earnings release contains important information about our business and our performance for the three and nine months ended September 30, 2025, as well as forward-looking information (see "About Forward-Looking Information") about future periods. This earnings release should be read in conjunction with our Third Quarter 2025 Interim Condensed Consolidated Financial Statements (Third Quarter 2025 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 Third Quarter 2025 MD&A; our 2024 Annual MD&A; our 2024 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", "Corporate Overview", and "Delivering on our Priorities" in our 2024 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.

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 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 October 22, 2025 and was approved by RCI's Board of Directors (the Board) on that date.

In this earnings release, this quarter, the quarter, or third quarter refer to the three months ended September 30, 2025, first quarter refers to the three months ended March 31, 2025, and year to date refers to the nine months ended September 30, 2025, unless the context indicates otherwise. All results commentary is compared to the equivalent period in 2024 or as at December 31, 2024, as applicable, unless otherwise indicated.

Xfinity marks and logos are trademarks of Comcast Corporation, used under license. ©2025 Comcast. Rogers 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 third parties. The trademarks referred to in this earnings release may be listed without the ™ symbols. ©2025 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, businesses, the public sector, and wholesale providers.
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, and digital media.

Wireless and Cable are operated by our wholly owned subsidiary, Rogers Communications Canada Inc. (RCCI), and certain other subsidiaries. Media is operated by our wholly owned subsidiary, Rogers Media Inc., its subsidiaries, and, following the July 2025 acquisition of a majority interest in Maple Leaf Sports & Entertainment Ltd. (MLSE), MLSE. Effective July 2025, Today's Shopping Choice (TSC) was transferred from the Media reportable segment to Corporate Items, consistent with changes to its management structure. Comparative results have been recast to reflect this change, with no impact on consolidated results.
Rogers Communications Inc.
6
Third Quarter 2025


Summary of Consolidated Financial Results
   Three months ended September 30 Nine months ended September 30
(In millions of dollars, except margins and per share amounts) 2025 2024 % Chg 2025 2024 % Chg
 
Revenue
Wireless 2,661  2,620  7,745  7,614 
Cable 1,981  1,970  5,884  5,893  — 
Media 753  597  26  2,052  1,695  21 
Corporate items and intercompany eliminations (47) (58) (19) (141) (79) 78 
Revenue 5,348  5,129  15,540  15,123 
Total service revenue 1
4,739  4,567  13,854  13,523 
Adjusted EBITDA
Wireless 1,374  1,365  3,990  3,945 
Cable 1,153  1,133  3,408  3,349 
Media 75  136  (45) 20  33  (39)
Corporate items and intercompany eliminations (87) (89) (2) (287) (243) 18 
Adjusted EBITDA
2,515  2,545  (1) 7,131  7,084 
Adjusted EBITDA margin 2
47.0  % 49.6  % (2.6  pts) 45.9  % 46.8  % (0.9  pts)
Net income 5,808  526  n/m 6,236  1,176  n/m
Net income attributable to RCI shareholders 5,754  526  n/m 6,191  1,176  n/m
Earnings per share attributable to RCI shareholders:
Basic $10.66  $0.99  n/m $11.49  $2.21  n/m
Diluted $10.62  $0.98  n/m $11.46  $2.19  n/m
Adjusted net income 726  762  (5) 1,901  1,925  (1)
Adjusted net income attributable to RCI shareholders 740  762  (3) 1,903  1,925  (1)
Adjusted earnings per share attributable to RCI shareholders 2:
Basic
$1.37  $1.43  (4) $3.53  $3.61  (2)
Diluted
$1.37  $1.42  (4) $3.52  $3.59  (2)
Capital expenditures 964  977  (1) 2,773  3,034  (9)
Cash provided by operating activities 1,515  1,893  (20) 4,407  4,545  (3)
Free cash flow 829  915  (9) 2,340  2,167 
1    As defined. See "Key Performance Indicators".
2    Adjusted EBITDA margin is a supplementary financial measure. Adjusted basic and adjusted diluted earnings per share attributable to RCI shareholders are non-GAAP ratios (of which adjusted net income attributable to RCI shareholders is a component). 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 Q3 2025 MD&A for more information about each of these measures, available at www.sedarplus.ca.

Rogers Communications Inc.
7
Third Quarter 2025


Results of our Reportable Segments

WIRELESS

Wireless Financial Results
   Three months ended September 30 Nine months ended September 30
(In millions of dollars, except margins) 2025 2024 % Chg 2025 2024 % Chg
Revenue
Service revenue from external customers 2,029  2,038  —  6,004  6,003  — 
Service revenue from internal customers 30  28  80  47  70 
Service revenue 2,059  2,066  —  6,084  6,050 
Equipment revenue from external customers 602  554  1,661  1,564 
Revenue 2,661  2,620  7,745  7,614 
Operating costs
Cost of equipment 569  545  1,605  1,576 
Other operating costs
718  710  2,150  2,093 
Operating costs
1,287  1,255  3,755  3,669 
Adjusted EBITDA 1,374  1,365  3,990  3,945 
Adjusted EBITDA margin 1
66.7  % 66.1  % 0.6  pts 65.6  % 65.2  % 0.4  pts
Capital expenditures 367  350  1,139  1,150  (1)
1    Calculated using service revenue.

Wireless Subscriber Results 1
   Three months ended September 30 Nine months ended September 30
(In thousands, except churn and mobile phone ARPU) 2025 2024 Chg 2025 2024 Chg
Postpaid mobile phone
Gross additions 385  459  (74) 1,084  1,353  (269)
Net additions 62  101  (39) 108  311  (203)
Total postpaid mobile phone subscribers2,3
10,961  10,699  262  10,961  10,699  262 
Churn (monthly) 0.99  % 1.12  % (0.13  pts) 1.00  % 1.10  % (0.10  pts)
Prepaid mobile phone
Gross additions 149  185  (36) 416  417  (1)
Net additions 49  93  (44) 98  106  (8)
Total prepaid mobile phone subscribers 2,3
1,205  1,161  44  1,205  1,161  44 
Churn (monthly) 2.86  % 2.80  % 0.06  pts 3.14  % 3.29  % (0.15  pts)
Mobile phone ARPU (monthly) 4
$56.70  $58.57  ($1.87) $56.40  $57.95  ($1.55)
1    Subscriber counts and subscriber churn are key performance indicators. See "Key Performance Indicators".
2    As at end of period.
3 Effective April 1, 2025, and on a prospective basis, we adjusted our mobile phone subscriber bases to add 96,000 postpaid subscribers and 5,000 prepaid subscribers associated with the completion of the migration of customers from brands we had previously stopped selling. We believe this adjustment more meaningfully reflects the underlying organic subscriber performance of our mobile phone business.
Further, during the third quarter, 11,000 postpaid mobile phone and 4,000 prepaid mobile phone customers impacted by the ongoing decommissioning of our 3G network have been excluded from our customer base and churn metrics above.
4    Mobile phone ARPU is a supplementary financial measure. See "Non-GAAP and Other Financial Measures" in our Q3 2025 MD&A for more information about this measure, available at www.sedarplus.ca.

Service revenue
Service revenue this quarter was in line with the prior year. The 1% increase in service revenue year to date was primarily a result of continued growth in our subscriber base.

The decreases in mobile phone ARPU this quarter and year to date were a result of ongoing competitive intensity in a slowing market.

The decreases in gross and net additions this quarter and year to date were a result of a less active market, slowing population growth as a result of changes to government immigration policies, and our focus on attracting subscribers to our premium 5G Rogers brand.
Rogers Communications Inc.
8
Third Quarter 2025



Equipment revenue
The 9% increase in equipment revenue this quarter and 6% increase year to date were primarily a result of:
•higher device upgrades by existing customers; and
•a continued shift in the product mix towards higher-value devices; partially offset by
•a decrease in new subscribers purchasing devices due to lower gross additions.

Operating costs
Cost of equipment
The 4% increase 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 1% increase in other operating costs this quarter and 3% increase year to date were a result of:
•higher service costs; and
•costs associated with the launch of our new satellite-to-mobile product offering.

Adjusted EBITDA
The 1% increases in adjusted EBITDA this quarter and year to date were a result of the revenue and expense changes discussed above.

Rogers Communications Inc.
9
Third Quarter 2025


CABLE

Cable Financial Results
   Three months ended September 30 Nine months ended September 30
(In millions of dollars, except margins) 2025 2024 % Chg 2025 2024 % Chg
Revenue
Service revenue from external customers 1,957  1,930  5,808  5,800  — 
Service revenue from internal customers 17  32  (47) 51  57  (11)
Service revenue 1,974  1,962  5,859  5,857  — 
Equipment revenue from external customers (13) 25  36  (31)
Revenue 1,981  1,970  5,884  5,893  — 
Operating costs 828  837  (1) 2,476  2,544  (3)
Adjusted EBITDA 1,153  1,133  3,408  3,349 
Adjusted EBITDA margin 58.2  % 57.5  % 0.7  pts 57.9  % 56.8  % 1.1  pts
Capital expenditures 477  511  (7) 1,327  1,500  (12)

Cable Subscriber Results 1
   Three months ended September 30 Nine months ended September 30
(In thousands, except ARPA and penetration) 2025 2024 Chg 2025 2024 Chg
Homes passed 2
10,438  10,145  293  10,438  10,145  293 
Customer relationships
Net additions 20  13  40  33 
Total customer relationships 2,3
4,845  4,669  176  4,845  4,669  176 
ARPA (monthly) 4
$136.05  $140.36  ($4.31) $136.47  $140.05  ($3.58)
Penetration 2
46.4  % 46.0  % 0.4  pts 46.4  % 46.0  % 0.4  pts
Retail Internet
Net additions 29  33  (4) 78  85  (7)
Total retail Internet subscribers 2,3
4,475  4,247  228  4,475  4,247  228 
Video
Net losses (36) (39) (93) (99)
Total Video subscribers 2
2,524  2,652  (128) 2,524  2,652  (128)
Home Monitoring
Net additions 19  (12) 15  31  (16)
Total Home Monitoring subscribers 2
148  120  28  148  120  28 
Home Phone
Net losses (31) (29) (2) (86) (95)
Total Home Phone subscribers 2
1,421  1,534  (113) 1,421  1,534  (113)
1    Subscriber results are key performance indicators. See "Key Performance Indicators".
2    As at end of period.
3    Effective April 1, 2025, and on a prospective basis, we added 122,000 customer relationships and 124,000 retail Internet subscribers to reflect the completion of the migration of subscribers from legacy Fido Internet plans that we had previously removed when we stopped selling new plans for this service. Given this, we believe this adjustment more meaningfully reflects the underlying organic subscriber performance of our retail Internet business.
4    ARPA is a supplementary financial measure. See "Non-GAAP and Other Financial Measures" in our Q3 2025 MD&A for more information about this measure, available at www.sedarplus.ca.

Service revenue
The 1% increase in service revenue this quarter was a result of:
•retail Internet subscriber growth; and
•base management activity; partially offset by
•declines in our Home Phone and Video subscriber bases.

Service revenue year to date was in line with the prior year.

Rogers Communications Inc.
10
Third Quarter 2025


Operating costs
The 1% decrease in operating costs this quarter and 3% decrease year to date were a result of:
•ongoing cost efficiency initiatives; partially offset by
•increased costs associated with marketing and advertising activities.

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

Other Cable Developments
During the third quarter, we announced we had entered into a definitive agreement to sell our customer-facing data centre business to InfraRed Capital Partners. The transaction does not include our corporate data centres used for our own network and IT purposes. The sale is expected to close in the fourth quarter. The assets and liabilities related to the data centre business have been reclassified as "assets held for sale" and "liabilities associated with assets held for sale" on our interim condensed consolidated statement of financial position.

Rogers Communications Inc.
11
Third Quarter 2025


MEDIA

Media Financial Results
   Three months ended September 30 Nine months ended September 30
(In millions of dollars, except margins) 2025 2024 % Chg 2025 2024 % Chg
Revenue from external customers 678  530  28  1,820  1,493  22 
Revenue from internal customers 75  67  12  232  202  15 
Revenue 753  597  26  2,052  1,695  21 
Operating costs
678  461  47  2,032  1,662  22 
Adjusted EBITDA 75  136  (45) 20  33  (39)
Adjusted EBITDA margin 10.0  % 22.8  % (12.8  pts) 1.0  % 1.9  % (0.9  pts)
Capital expenditures 75  36  108  136  202  (33)

Revenue
The 26% increase in revenue this quarter and 21% increase year to date were a result of:
•revenue from MLSE following the MLSE Transaction;
•higher sports-related revenue due to higher Toronto Blue Jays revenue; and
•higher advertising and subscriber revenue related to the launch of the Warner Bros. Discovery suite of channels.

Operating costs
The 47% increase in operating costs this quarter and 22% increase year to date were a result of:
•costs incurred by MLSE following the MLSE Transaction;
•higher programming costs, including those related to the launch of the Warner Bros. Discovery suite of channels, and higher production costs; and
•higher Toronto Blue Jays expenses, including player payroll and game day-related costs.

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.
12
Third Quarter 2025


CAPITAL EXPENDITURES
   Three months ended September 30 Nine months ended September 30
(In millions of dollars, except capital intensity) 2025 2024 % Chg 2025 2024 % Chg
Wireless 367  350  1,139  1,150  (1)
Cable 477  511  (7) 1,327  1,500  (12)
Media 75  36  108  136  202  (33)
Corporate 45  80  (44) 171  182  (6)
Capital expenditures 1
964  977  (1) 2,773  3,034  (9)
Capital intensity 2
18.0  % 19.0  % (1.0  pts) 17.8  % 20.1  % (2.3  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" in our Q3 2025 MD&A for more information about this measure, available at www.sedarplus.ca.

One of our objectives is to build the biggest and best networks in the country. We continue to expand the reach and capacity of our 5G network (the largest 5G network in Canada as at September 30, 2025) across the country. 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 increase in capital expenditures in Wireless this quarter was due to the timing of investments made to upgrade and expand our wireless network. The decrease in capital expenditures year to date was due to the recognition of capital efficiencies. 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 decreases in capital expenditures in Cable this quarter and year to date were a result of prioritizing our capital investments and striving to recognize capital efficiencies. Capital expenditures reflect continued 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 increase in capital expenditures in Media this quarter was primarily a result of ongoing investments made to revitalize Scotiabank Arena. The decrease year to date was a result of lower Toronto Blue Jays stadium infrastructure-related expenditures associated with the Rogers Centre modernization project, and lower broadcast and digital infrastructures expenditures.

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.
13
Third Quarter 2025


Review of Consolidated Performance

This section discusses our consolidated net income and other income and expenses that do not form part of the segment discussions above.
   Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 % Chg 2025 2024 % Chg
Adjusted EBITDA 2,515  2,545  (1) 7,131  7,084 
Deduct (add):
Depreciation and amortization 1,230  1,157  3,580  3,442 
Restructuring, acquisition and other 51  91  (44) 416  323  29 
Finance costs 252  568  (56) 1,459  1,724  (15)
Other (income) expense (5,038) n/m (5,045) n/m
Income tax expense 212  201  485  414  17 
Net income 5,808  526  n/m 6,236  1,176  n/m

Depreciation and amortization
   Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 % Chg 2025 2024 % Chg
Depreciation of property, plant and equipment 971  923  2,835  2,731 
Depreciation of right-of-use assets 117  97  21  328  304 
Amortization 142  137  417  407 
Total depreciation and amortization 1,230  1,157  3,580  3,442 

Restructuring, acquisition and other
Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 2025 2024
Restructuring, acquisition and other excluding Shaw Transaction-related costs 35  54  338  232 
Shaw Transaction-related costs 16  37  78  91 
Total restructuring, acquisition and other 51  91  416  323 

The restructuring, acquisition and other costs excluding Shaw Transaction-related costs in the third quarters of 2024 and 2025 include severance and other departure-related costs associated with the targeted restructuring of our employee base, costs related to closing the MLSE Transaction, and costs related to real estate rationalization programs. In 2025, the year to date costs also include expenses directly related to completing the network transaction and an unfavourable regulatory decision related to retransmission of distant signals (see "Regulatory Developments" in our Q3 2025 MD&A for more information).

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

Rogers Communications Inc.
14
Third Quarter 2025


Finance costs
   Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 % Chg 2025 2024 % Chg
Interest on borrowings, net 1
481  505  (5) 1,480  1,525  (3)
Interest on lease liabilities 37  34  109  103 
Interest on post-employment benefits
(1) (1) —  (4) (3) 33 
Gain on redemption of long-term debt 2
(151) —  —  (151) —  n/m
Loss (gain) on foreign exchange 43  (32) n/m (43) 107  n/m
Change in fair value of derivative instruments (62) 28  n/m 10  (94) n/m
Change in fair value of subsidiary equity derivative instruments 3
(134) —  n/m (41) —  n/m
Capitalized interest (7) (8) (13) (24) (30) (20)
Deferred transaction costs and other 46  42  10  123  116 
Total finance costs 252  568  (56) 1,459  1,724  (15)
1    Interest on borrowings, net includes interest on short-term borrowings and on long-term debt.
2    Reflects the net gain on the redemption of long-term debt purchased in the third quarter (see "Managing our Liquidity and Financial Resources" in our Q3 2025 MD&A for more information).
3    Reflects the change in fair value of derivatives entered into related to our subsidiary equity investment (see "Financial Risk Management" in our Q3 2025 MD&A for more information). This amount is removed from the calculation of adjusted net income and adjusted net income attributable to RCI shareholders (see below).

Other income
The other income this quarter and year to date primarily reflects a $5 billion non-cash gain to recognize our existing interest in MLSE at fair value, which was required as a result of the MLSE Transaction.

Income tax expense
   Three months ended September 30 Nine months ended September 30
(In millions of dollars, except tax rates) 2025 2024 2025 2024
Statutory income tax rate 26.2  % 26.2  % 26.2  % 26.2  %
Income before income tax expense 6,020  727  6,721  1,590 
Computed income tax expense 1,577  190  1,761  417 
Increase (decrease) in income tax expense resulting from:
Non-taxable gain on revaluation of MLSE investment
(1,314) —  (1,314) — 
Non-deductible (taxable) stock-based compensation (6)
Non-(taxable) deductible portion of equity (income) losses (4) —  (3)
Non-(taxable) deductible portion of capital (gains) losses (31) —  13  — 
Unrealized capital losses for which no deferred tax asset is recognized
—  49  — 
Recognition of previously unrecognized capital loss carryforwards
(10) —  (10) — 
Other items (17) (17)
Total income tax expense 212  201  485  414 
Effective income tax rate 3.5  % 27.6  % 7.2  % 26.0  %
Cash income taxes paid 234  156  548  388 

Cash income taxes paid increased this quarter and year to date due to an increase in taxable income and the timing of installments.
Rogers Communications Inc.
15
Third Quarter 2025


Net income
   Three months ended September 30 Nine months ended September 30
(In millions of dollars, except per share amounts) 2025 2024 % Chg 2025 2024 % Chg
Net income 5,808  526  n/m 6,236  1,176  n/m
Net income attributable to RCI shareholders
5,754  526  n/m 6,191  1,176  n/m
Basic earnings per share attributable to RCI shareholders $10.66  $0.99  n/m $11.49  $2.21  n/m
Diluted earnings per share attributable to RCI shareholders $10.62  $0.98  n/m $11.46  $2.19  n/m

Adjusted net income
We calculate adjusted net income from adjusted EBITDA as follows:
   Three months ended September 30 Nine months ended September 30
(In millions of dollars, except per share amounts) 2025 2024 % Chg 2025 2024 % Chg
Adjusted EBITDA 2,515  2,545  (1) 7,131  7,084 
Deduct:
Depreciation and amortization 1
1,020  930  10  2,929  2,753 
Finance costs 2
537  568  (5) 1,651  1,724  (4)
Other (income) expense 3
(22) n/m (29) n/m
Income tax expense 4
254  283  (10) 679  677  — 
Adjusted net income
726  762  (5) 1,901  1,925  (1)
Adjusted net income attributable to RCI shareholders
740  762  (3) 1,903  1,925  (1)
Adjusted earnings per share attributable to RCI shareholders:
Basic
$1.37  $1.43  (4) $3.53  $3.61  (2)
Diluted
$1.37  $1.42  (4) $3.52  $3.59  (2)
1    Depreciation and amortization 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 nine months ended September 30, 2025 of $210 million and $651 million (2024 - $227 million and $689 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 Finance costs exclude the $151 million gain on repayment of long-term debt for the three and nine months ended September 30, 2025. Finance costs also exclude the $134 million and $41 million change in fair value of subsidiary equity derivative instruments for the three and nine months ended September 30, 2025. Effective the second quarter of 2025 and as a result of closing the network transaction, we believe removing this amount more accurately reflects our ongoing operational results as these derivative instruments economically hedge the foreign exchange impacts of the network transaction but they are not eligible to be accounted for as hedges in accordance with IFRS. See "Financial Risk Management - Subsidiary equity derivatives" in our Q3 2025 MD&A for more details on these derivative instruments.
3    Other income excludes a $5,016 million gain on revaluation of our existing investment in MLSE as a result of the MLSE Transaction.
4    Income tax expense excludes recoveries of $42 million and $194 million (2024 - recoveries of $82 million and $263 million) for the three and nine months ended September 30, 2025 related to the income tax impact for adjusted items.

Effective the second quarter of 2025, as a result of the closing of the network transaction, we introduced a new non-GAAP measure - adjusted net income attributable to RCI shareholders. In addition to the adjustments applied to net income to calculate adjusted net income, adjusted net income attributable to RCI shareholders further adjusts net income attributable to RCI shareholders by removing the impacts of foreign exchange revaluation within BNSI as the subsidiary equity derivatives we have entered into economically and effectively hedge our foreign exchange exposures arising from the investment.

Rogers Communications Inc.
16
Third Quarter 2025


Key Performance Indicators

We measure the success of our strategy using a number of key performance indicators that are defined and discussed in our 2024 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 September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 2025 2024
Net income 5,808  526  6,236  1,176 
Add:
Income tax expense 212  201  485  414 
Finance costs 252  568  1,459  1,724 
Depreciation and amortization 1,230  1,157  3,580  3,442 
EBITDA 7,502  2,452  11,760  6,756 
Add (deduct):
Other (income) expense (5,038) (5,045)
Restructuring, acquisition and other 51  91  416  323 
Adjusted EBITDA 2,515  2,545  7,131  7,084 

Reconciliation of adjusted net income
   Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 2025 2024
Net income 5,808  526  6,236  1,176 
Add (deduct):
Restructuring, acquisition and other 51  91  416  323 
Change in fair value of subsidiary equity derivative instruments
(134) —  (41) — 
Depreciation and amortization on fair value increment of Shaw Transaction-related assets 210  227  651  689 
Gain on repayment of long-term debt
(151) —  (151) — 
Gain on revaluation of MLSE investment
(5,016) —  (5,016) — 
Income tax impact of above items (42) (82) (194) (263)
Adjusted net income 726  762  1,901  1,925 

Rogers Communications Inc.
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Third Quarter 2025


Reconciliation of pro forma trailing 12-month adjusted EBITDA
  
As at September 30
(In millions of dollars) 2025
Trailing 12-month adjusted EBITDA 9,664 
Add (deduct):
MLSE adjusted EBITDA - October 2024 to June 2025
250 
Pro forma trailing 12-month adjusted EBITDA 9,914 

Reconciliation of adjusted net income attributable to RCI shareholders
   Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 2025 2024
Net income attributable to RCI shareholders
5,754  526  6,191  1,176 
Add (deduct):
Restructuring, acquisition and other 51  91  416  323 
Change in fair value of subsidiary equity derivative instruments
(134) —  (41) — 
Depreciation and amortization on fair value increment of Shaw Transaction-related assets 210  227  651  689 
Gain on repayment of long-term debt
(151) —  (151) — 
Gain on revaluation of MLSE investment
(5,016) —  (5,016) — 
Revaluation of subsidiary US dollar-denominated balances 1
68  —  47  — 
Income tax impact of above items (42) (82) (194) (263)
Adjusted net income attributable to RCI shareholders
740  762  1,903  1,925 
1    Reflects RCI's share of the impacts of foreign exchange revaluation on US dollar-denominated intercompany balances in BNSI, our non-wholly owned network subsidiary. These impacts are eliminated on consolidation.

Reconciliation of free cash flow
   Three months ended September 30 Nine months ended September 30
(In millions of dollars) 2025 2024 2025 2024
Cash provided by operating activities 1,515  1,893  4,407  4,545 
Add (deduct):
Capital expenditures (964) (977) (2,773) (3,034)
Interest on borrowings, net and capitalized interest (474) (497) (1,456) (1,495)
Interest paid, net 543  593  1,533  1,622 
Restructuring, acquisition and other 51  91  416  323 
Program rights amortization (15) (13) (65) (52)
Change in net operating assets and liabilities 133  (200) 244  209 
Distributions paid by subsidiaries to non-controlling interests
14  —  14  — 
Other adjustments 1
26  25  20  49 
Free cash flow 829  915  2,340  2,167 
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.
18
Third Quarter 2025


Rogers Communications Inc.
Interim Condensed Consolidated Statements of Income
(In millions of Canadian dollars, except per share amounts, unaudited)
   Three months ended September 30 Nine months ended September 30
   2025 2024 2025 2024
Revenue 5,348  5,129  15,540  15,123 
Operating expenses:
Operating costs 2,833  2,584  8,409  8,039 
Depreciation and amortization 1,230  1,157  3,580  3,442 
Restructuring, acquisition and other 51  91  416  323 
Finance costs 252  568  1,459  1,724 
Other (income) expense (5,038) (5,045)
Income before income tax expense 6,020  727  6,721  1,590 
Income tax expense 212  201  485  414 
Net income for the period 5,808  526  6,236  1,176 
Net income for the period attributable to:
RCI shareholders
5,754  526  6,191  1,176 
Non-controlling interest 54  —  45  — 
Earnings per share attributable to RCI shareholders:
Basic $10.66 $0.99 $11.49 $2.21
Diluted $10.62 $0.98 $11.46 $2.19

Rogers Communications Inc.
19
Third Quarter 2025


Rogers Communications Inc.
Interim Condensed Consolidated Statements of Financial Position
(In millions of Canadian dollars, unaudited)
As at
September 30
As at
December 31
   2025 2024
Assets
Current assets:
Cash and cash equivalents 1,512  898 
Accounts receivable 5,590  5,478 
Inventories 481  641 
Current portion of contract assets 157  171 
Other current assets 1,298  849 
Current portion of derivative instruments 166  336 
Assets held for sale 166  — 
Total current assets 9,370  8,373 
Property, plant and equipment 26,218  25,072 
Intangible assets 28,868  17,858 
Investments 1,169  615 
Derivative instruments 825  997 
Financing receivables 1,055  1,189 
Other long-term assets 1,864  1,027 
Goodwill 20,246  16,280 
Total assets 89,615  71,411 
Liabilities and equity
Current liabilities:
Short-term borrowings 3,613  2,959 
Accounts payable and accrued liabilities 4,368  4,059 
Income tax payable —  26 
Other current liabilities 3,777  482 
Contract liabilities 1,105  800 
Current portion of long-term debt 1,599  3,696 
Current portion of lease liabilities 612  587 
Liabilities associated with assets held for sale
49  — 
Total current liabilities 15,123  12,609 
Provisions 58  61 
Long-term debt 36,723  38,200 
Lease liabilities 2,415  2,191 
Other long-term liabilities 2,243  1,666 
Deferred tax liabilities 9,423  6,281 
Total liabilities 65,985  61,008 
Equity
Equity attributable to RCI shareholders 16,943  10,403 
Non-controlling interest 6,687  — 
Equity 23,630  10,403 
Total liabilities and equity 89,615  71,411 

Rogers Communications Inc.
20
Third Quarter 2025


Rogers Communications Inc.
Interim Condensed Consolidated Statements of Cash Flows
(In millions of Canadian dollars, unaudited)
   Three months ended September 30 Nine months ended September 30
   2025 2024 2025 2024
Operating activities:
Net income for the period
5,808  526  6,236  1,176 
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization 1,230  1,157  3,580  3,442 
Program rights amortization 15  13  65  52 
Finance costs 252  568  1,459  1,724 
Income tax expense 212  201  485  414 
Post-employment benefits contributions, net of expense 19  19  55  54 
(Income) losses from associates and joint ventures (20) (22)
Gain on revaluation of MLSE investment
(5,016) —  (5,016) — 
Other (75) (44) (110) (99)
Cash provided by operating activities before changes in net operating assets and liabilities, income taxes paid, and interest paid 2,425  2,442  6,732  6,764 
Change in net operating assets and liabilities (133) 200  (244) (209)
Income taxes paid (234) (156) (548) (388)
Interest paid (543) (593) (1,533) (1,622)
Cash provided by operating activities 1,515  1,893  4,407  4,545 
Investing activities:
Capital expenditures (964) (977) (2,773) (3,034)
Additions to program rights (21) (33) (69) (56)
Changes in non-cash working capital related to capital expenditures and intangible assets (51) (70) (107) (31)
Acquisitions and other strategic transactions, net of cash acquired (4,499) —  (4,499) (475)
Other (3) (1) 11 
Cash used in investing activities (5,538) (1,081) (7,443) (3,585)
Financing activities:
Net proceeds received from (repayment of) short-term borrowings 1,972  (142) 636  1,119 
Net (repayment) issuance of long-term debt (2,928) 18  (2,504) (1,108)
Net (payments) proceeds on settlement of debt derivatives and subsidiary equity derivatives (37) (25) 40  (3)
Transaction costs incurred (4) —  (103) (46)
Principal payments of lease liabilities (147) (127) (414) (358)
Dividends paid to RCI shareholders
(270) (186) (643) (558)
Distributions paid by subsidiaries to non-controlling interests
(14) —  (14) — 
Issuance of subsidiary shares to non-controlling interest —  —  6,656  — 
Other —  (4) (4)
Cash (used in) provided by financing activities (1,428) (461) 3,650  (958)
Change in cash and cash equivalents
(5,451) 351  614 
Cash and cash equivalents, beginning of period 6,963  451  898  800 
Cash and cash equivalents, end of period 1,512  802  1,512  802 

Rogers Communications Inc.
21
Third Quarter 2025


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;
•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 earnings release.

Our forward-looking information includes forecasts and projections related to the following items, among others:
•revenue, both on a consolidated basis and for Media (pro forma including MLSE revenue);
•total service revenue;
•adjusted EBITDA, both on a consolidated basis and for Media (pro forma including MLSE 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;
•the use of proceeds from the network transaction;
•our debt leverage ratio and how we intend to manage, that ratio;
•the value of our sports and other media assets;
•our intent to acquire the MLSE non-controlling interest, including the timing of any such acquisition;
•unlocking additional value from our sports and other media assets, including which transaction option(s) may be implemented for that purpose and the related 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;
•industry structure and stability; and
•the assumptions listed under the heading "Key assumptions underlying our full-year 2025 guidance" below.

Specific forward-looking information included or incorporated in this document includes, but is not limited to, our information and statements under "Financial Guidance" relating to our 2025 consolidated guidance on total service revenue, adjusted EBITDA, capital expenditures, and free cash flow, which were originally provided on January 30, 2025.

Key assumptions underlying our full-year 2025 guidance
Our 2025 guidance ranges presented in "Financial Guidance" are based on many assumptions including, but not limited to, the following material assumptions for the full-year 2025:
•continued competitive intensity in all segments in which we operate consistent with levels experienced in 2024;
•no significant additional legal or regulatory developments, other shifts in economic conditions, or macro changes in the competitive environment affecting our business activities;
•overall wireless market penetration in Canada continues to grow in 2025;
•continued subscriber growth in retail Internet;
•declining Television and Satellite subscribers, including the impact of customers migrating to Rogers Xfinity TV from our legacy Television product, as subscription streaming services and other over-the-top providers continue to grow in popularity;
•in Media, continued growth in sports (including at MLSE) and similar trends in 2025 as in 2024 in other traditional media businesses;
•no significant sports-related work stoppages or cancellations will occur;
•with respect to capital expenditures:
Rogers Communications Inc.
22
Third Quarter 2025


•similar levels of capital investment associated with (i) expanding our 5G wireless network and (ii) upgrading our hybrid fibre-coaxial network to lower the number of homes passed per node, utilize the latest technologies, and deliver an even more reliable customer experience; and
•we continue to make expenditures related to our Home roadmap in 2025 and we make progress on our service footprint expansion projects;
•a substantial portion of our 2025 US dollar-denominated expenditures is hedged at an average exchange rate of $1.34/US$;
•key interest rates remain relatively stable throughout 2025; and
•we retain our investment-grade credit ratings.

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

Risks and uncertainties
Actual events and results may differ materially 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 or our current expectations or knowledge, including, but not limited to:
•regulatory changes;
•technological changes;
•economic, geopolitical, and other conditions affecting commercial activity, including the potential application of tariffs, trade wars, recessions, or reduced immigration levels;
•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;
•we may not proceed with, or complete, any acquisition of the MLSE non-controlling interest or other transaction for the purpose of unlocking additional value from our sports and other media
assets, in each case within the anticipated timing or at all, due to alternative opportunities or requirements, general economic and market conditions, or other internal or external considerations;
•we may not be successful in unlocking additional value from our sports and other media assets;
•anticipated asset sales may not be achieved within the expected timeframes or at all for proceeds in the amount or type expected;
•new interpretations or accounting standards, or changes to existing interpretations and accounting standards, from accounting standards bodies;
•changes to the methodology, criteria, or conclusions used by rating agencies in assessing or assigning equity treatment or equity credit on our subordinated notes or for the network transaction;
•we may use proceeds from the network transaction for different purposes due to alternative opportunities or requirements, general economic and market conditions, or other internal or external considerations; and
•the other risks outlined in "Risks and Uncertainties Affecting our Business" in our 2024 Annual MD&A.

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

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

Before making an investment decision
Before making any investment decisions and for a detailed discussion of the risks, uncertainties, and environment associated with our business, its operations, and its financial performance and condition, fully review the sections in our 2024 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.

Rogers Communications Inc.
23
Third Quarter 2025


About Rogers

Rogers is Canada's leading 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

Paul Carpino
647.435.6470
paul.carpino@rci.rogers.com

Media Contact

Sarah Schmidt
647.643.6397
sarah.schmidt@rci.rogers.com

Quarterly Investment Community Teleconference

Our third quarter 2025 results teleconference with the investment community will be held on:
•October 23, 2025
•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 our 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.

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Rogers Communications Inc.
24
Third Quarter 2025