Annual Report by a Canadian Issuer — Form 40-F — SEA’34
Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 40-F Annual Report by a Canadian Issuer HTML 653K
2: EX-23.1 Consent of Expert or Counsel HTML 46K
6: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 61K Awarded Compensation
7: EX-99.1 Miscellaneous Exhibit HTML 468K
8: EX-99.3 Miscellaneous Exhibit HTML 2.82M
3: EX-31.1 Certification -- §302 - SOA'02 HTML 56K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 56K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 50K
14: R1 Cover Page HTML 110K
15: R2 Audit Information HTML 51K
16: R3 Consolidated Statements of Income HTML 81K
17: R4 Consolidated Statements of Comprehensive Income HTML 101K
18: R5 Consolidated Statements of Financial Position HTML 123K
19: R6 Consolidated Statements of Changes in HTML 110K
Shareholders' Equity
20: R7 Consolidated Statements of Cash Flows HTML 119K
21: R8 Nature of the Business HTML 65K
22: R9 Material Accounting Policies HTML 92K
23: R10 Business Combinations HTML 143K
24: R11 Capital Risk Management HTML 123K
25: R12 Segmented Information HTML 98K
26: R13 Revenue HTML 123K
27: R14 Operating Costs HTML 55K
28: R15 Property, Plant and Equipment HTML 153K
29: R16 Leases HTML 78K
30: R17 Intangible Assets and Goodwill HTML 179K
31: R18 Restructuring, Acquisition and Other HTML 56K
32: R19 Finance Costs HTML 62K
33: R20 Other (Income) Expense HTML 53K
34: R21 Income Taxes HTML 119K
35: R22 Earnings Per Share HTML 60K
36: R23 Accounts Receivable HTML 64K
37: R24 Inventories HTML 54K
38: R25 Other Current Assets HTML 55K
39: R26 Financial Risk Management and Financial HTML 445K
Instruments
40: R27 Investments HTML 79K
41: R28 Short-Term Borrowings HTML 334K
42: R29 Provisions HTML 63K
43: R30 Long-Term Debt HTML 334K
44: R31 Other Long-Term Liabilities HTML 57K
45: R32 Post-Employment Benefits HTML 166K
46: R33 Shareholders' Equity HTML 69K
47: R34 Stock-Based Compensation HTML 121K
48: R35 Related Party Transactions HTML 73K
49: R36 Guarantees HTML 50K
50: R37 Commitments and Contingent Liabilities HTML 77K
51: R38 Supplemental Cash Flow Information HTML 71K
52: R39 Material Accounting Policies (Policies) HTML 247K
53: R40 Nature of the Business (Tables) HTML 98K
54: R41 Material Accounting Policies (Tables) HTML 74K
55: R42 Business Combinations (Tables) HTML 121K
56: R43 Capital Risk Management (Tables) HTML 118K
57: R44 Segmented Information (Tables) HTML 98K
58: R45 Revenue (Tables) HTML 113K
59: R46 Operating Costs (Tables) HTML 55K
60: R47 Property, Plant and Equipment (Tables) HTML 145K
61: R48 Leases (Tables) HTML 60K
62: R49 Intangible Assets and Goodwill (Tables) HTML 165K
63: R50 Restructuring, Acquisition and Other (Tables) HTML 53K
64: R51 Finance Costs (Tables) HTML 61K
65: R52 Other (Income) Expense (Tables) HTML 53K
66: R53 Income Taxes (Tables) HTML 121K
67: R54 Earnings Per Share (Tables) HTML 57K
68: R55 Accounts Receivable (Tables) HTML 64K
69: R56 Inventories (Tables) HTML 53K
70: R57 Other Current Assets (Tables) HTML 55K
71: R58 Financial Risk Management and Financial HTML 564K
Instruments (Tables)
72: R59 Investments (Tables) HTML 87K
73: R60 Short-Term Borrowings (Tables) HTML 307K
74: R61 Provisions (Tables) HTML 58K
75: R62 Long-Term Debt (Tables) HTML 387K
76: R63 Other Long-Term Liabilities (Tables) HTML 57K
77: R64 Post-Employment Benefits (Tables) HTML 154K
78: R65 Shareholders' Equity (Tables) HTML 66K
79: R66 Stock-Based Compensation (Tables) HTML 115K
80: R67 Related Party Transactions (Tables) HTML 64K
81: R68 Commitments and Contingent Liabilities (Tables) HTML 146K
82: R69 Supplemental Cash Flow Information (Tables) HTML 71K
83: R70 Nature of the Business (Details) HTML 47K
84: R71 Material Accounting Policies (Details) HTML 65K
85: R72 BUSINESS COMBINATIONS - Pro Forma Disclosures HTML 60K
(Details)
86: R73 BUSINESS COMBINATIONS - Acquisition Of Shaw HTML 125K
Communications (Details)
87: R74 BUSINESS COMBINATIONS - Schedule Of Purchase Price HTML 161K
Allocation (Details)
88: R75 BUSINESS COMBINATIONS - Schedule of Property, HTML 133K
Plant, and Equipment Acquired (Details)
89: R76 BUSINESS COMBINATIONS - Schedule Of Intangible HTML 86K
Asset Acquired (Details)
90: R77 BUSINESS COMBINATIONS - Other Acquistions HTML 86K
(Details)
91: R78 CAPITAL RISK MANAGEMENT - Narrative (Details) HTML 70K
92: R79 CAPITAL RISK MANAGEMENT - Debt Leverage Ratio HTML 51K
(Details)
93: R80 CAPITAL RISK MANAGEMENT - Free Cash Flow (Details) HTML 57K
94: R81 CAPITAL RISK MANAGEMENT - Reconciliation of Free HTML 66K
Cash Flow (Details)
95: R82 CAPITAL RISK MANAGEMENT - Available Liquidity HTML 87K
(Details)
96: R83 Segmented Information (Details) HTML 92K
97: R84 REVENUE - Narrative (Details) HTML 63K
98: R85 REVENUE - Contract Assets, Contract Liabilities, HTML 78K
Deferred Commission Cost Assets (Details)
99: R86 REVENUE - Unsatisfied Portions of Performance HTML 57K
Obligations (Details)
100: R87 REVENUE - Disaggregation of Revenue (Details) HTML 67K
101: R88 Operating Costs (Details) HTML 57K
102: R89 PROPERTY, PLANT AND EQUIPMENT - Estimated Useful HTML 65K
Lives (Details)
103: R90 PROPERTY, PLANT AND EQUIPMENT - Changes in Net HTML 145K
Carrying Amounts of Property, Plant and Equipment
(Details)
104: R91 PROPERTY, PLANT AND EQUIPMENT - Narrative HTML 53K
(Details)
105: R92 Leases (Details) HTML 73K
106: R93 INTANGIBLE ASSETS AND GOODWILL - Finite useful HTML 58K
lives (Details)
107: R94 INTANGIBLE ASSETS AND GOODWILL - Explanatory HTML 56K
information about intangible assets and goodwill
(Details)
108: R95 INTANGIBLE ASSETS AND GOODWILL - Changes in net HTML 187K
carrying amounts of intangible assets and goodwill
(Details)
109: R96 INTANGIBLE ASSETS AND GOODWILL - Overview of HTML 72K
methods and key assumptions used to determine
recoverable amounts for CGUs (Details)
110: R97 Restructuring, Acquisition and Other (Details) HTML 53K
111: R98 Finance Costs (Details) HTML 71K
112: R99 Other (Income) Expense (Details) HTML 53K
113: R100 INCOME TAXES - Components of tax expense (Details) HTML 63K
114: R101 INCOME TAXES - Reconciliation of income tax HTML 74K
expense applying statutory tax and effective tax
rates (Details)
115: R102 INCOME TAXES - Deferred income taxes (Details) HTML 82K
116: R103 INCOME TAXES - Unrecognized deferred tax assets HTML 58K
(Details)
117: R104 Earnings Per Share (Details) HTML 73K
118: R105 ACCOUNTS RECEIVABLE - Accounts Receivable HTML 61K
(Details)
119: R106 ACCOUNTS RECEIVABLE - Financing Receivables HTML 51K
(Details)
120: R107 Inventories (Details) HTML 54K
121: R108 Other Current Assets (Details) HTML 56K
122: R109 FINANCIAL RISK MANAGEMENT AND FINANCIAL HTML 93K
INSTRUMENTS - Credit Risk (Details)
123: R110 FINANCIAL RISK MANAGEMENT AND FINANCIAL HTML 146K
INSTRUMENTS - Liquidity Risk (Details)
124: R111 FINANCIAL RISK MANAGEMENT AND FINANCIAL HTML 71K
INSTRUMENTS - Interest Rate Risk (Details)
125: R112 FINANCIAL RISK MANAGEMENT AND FINANCIAL HTML 116K
INSTRUMENTS - Derivative Instruments - Net Asset
(Liability) Position (Details)
126: R113 FINANCIAL RISK MANAGEMENT AND FINANCIAL HTML 67K
INSTRUMENTS - Net Cash Proceeds (Payments) on Debt
Derivatives (Details)
127: R114 FINANCIAL RISK MANAGEMENT AND FINANCIAL HTML 92K
INSTRUMENTS - Changes in Fair Value of Derivatives
(Details)
128: R115 FINANCIAL RISK MANAGEMENT AND FINANCIAL HTML 59K
INSTRUMENTS - Balance Sheet Classification
(Details)
129: R116 FINANCIAL RISK MANAGEMENT AND FINANCIAL HTML 211K
INSTRUMENTS - Details of Derivative Instruments
(Details)
130: R117 FINANCIAL RISK MANAGEMENT AND FINANCIAL HTML 105K
INSTRUMENTS -Interest Rate Derivatives (Details)
131: R118 FINANCIAL RISK MANAGEMENT AND FINANCIAL HTML 111K
INSTRUMENTS - Financial Instruments at Fair Value
(Details)
132: R119 INVESTMENTS - Investment Types (Details) HTML 55K
133: R120 INVESTMENTS - Narrative (Details) HTML 71K
134: R121 INVESTMENTS - Associates and Joint Venture HTML 86K
Investment Impact (Details)
135: R122 SHORT-TERM BORROWINGS - Short-term Borrowings HTML 56K
(Details)
136: R123 SHORT-TERM BORROWINGS - Proceeds/Repayments From HTML 77K
Borrowing Programs (Details)
137: R124 SHORT-TERM BORROWINGS - Accounts Receivable HTML 69K
Securitization (Details)
138: R125 SHORT-TERM BORROWINGS - US Commercial Paper HTML 54K
Program (Details)
139: R126 SHORT-TERM BORROWINGS - Non-Revolving Credit HTML 67K
Facility (Details)
140: R127 SHORT-TERM BORROWINGS - Movement in Borrowing HTML 72K
Programs (Details)
141: R128 SHORT-TERM BORROWINGS - Committed Credit Facility HTML 49K
(Details)
142: R129 Provisions (Details) HTML 70K
143: R130 LONG-TERM DEBT - Summary of Long-term Debt HTML 265K
(Details)
144: R131 LONG-TERM DEBT - Long-Term Debt Activity (Details) HTML 131K
145: R132 LONG-TERM DEBT - Weighted Average Interest Rate HTML 49K
(Details)
146: R133 LONG-TERM DEBT - Bank Credit and Letter of Credit HTML 117K
Facilities (Details)
147: R134 LONG-TERM DEBT - Senior Notes and Debentures HTML 314K
(Details)
148: R135 LONG-TERM DEBT - Principal Repayments (Details) HTML 95K
149: R136 LONG-TERM DEBT - Terms and Conditions (Details) HTML 50K
150: R137 Other Long-Term Liabilities (Details) HTML 57K
151: R138 POST-EMPLOYMENT BENEFITS - Principal Actuarial HTML 61K
Assumptions (Details)
152: R139 POST-EMPLOYMENT BENEFITS - Sensitivity of Key HTML 67K
Assumptions (Details)
153: R140 POST-EMPLOYMENT BENEFITS - Present Value of HTML 63K
Accrued Plan Benefits and Estimated Market Values
of Net Assets (Details)
154: R141 POST-EMPLOYMENT BENEFITS - Summary of Pension Fund HTML 74K
Assets (Details)
155: R142 POST-EMPLOYMENT BENEFITS - Summary of Accrued HTML 82K
Benefit Obligations (Details)
156: R143 POST-EMPLOYMENT BENEFITS - Composition of Plan HTML 56K
Assets (Details)
157: R144 POST-EMPLOYMENT BENEFITS - Benefit Plan Costs HTML 64K
(Details)
158: R145 POST-EMPLOYMENT BENEFITS - Narrative (Details) HTML 61K
159: R146 POST-EMPLOYMENT BENEFITS - Remeasurement HTML 65K
Recognized in OCI and Equity (Details)
160: R147 POST-EMPLOYMENT BENEFITS - Allocation of Plan HTML 72K
Assets (Details)
161: R148 POST-EMPLOYMENT BENEFITS - Contributions to Plans HTML 52K
(Details)
162: R149 SHAREHOLDERS' EQUITY - Capital Stock (Details) HTML 73K
163: R150 SHAREHOLDERS' EQUITY - Dividends (Details) HTML 65K
164: R151 STOCK-BASED COMPENSATION - Principal assumptions HTML 57K
used to determine fair value of stock options
(Details)
165: R152 STOCK-BASED COMPENSATION - Narrative (Details) HTML 129K
166: R153 STOCK-BASED COMPENSATION - Summary of Stock-based HTML 57K
Compensation Expense (Details)
167: R154 STOCK-BASED COMPENSATION - Stock Options Activity HTML 72K
(Details)
168: R155 STOCK-BASED COMPENSATION - Stock Option Range of HTML 101K
Exercise Prices (Details)
169: R156 STOCK-BASED COMPENSATION - Restricted and Deferred HTML 61K
Share Unit Activity (Details)
170: R157 RELATED PARTY TRANSACTIONS - Narrative (Details) HTML 73K
171: R158 RELATED PARTY TRANSACTIONS - Key Management HTML 54K
Personnel Compensation (Details)
172: R159 RELATED PARTY TRANSACTIONS - Key Management HTML 48K
Personnel Transactions (Details)
173: R160 RELATED PARTY TRANSACTIONS - Subsidiary HTML 56K
Transactions (Details)
174: R161 COMMITMENTS AND CONTINGENT LIABILITIES - Future HTML 65K
Minimum Payments for Contractual Commitments
(Details)
175: R162 COMMITMENTS AND CONTINGENT LIABILITIES - Other HTML 60K
(Details)
176: R163 SUPPLEMENTAL CASH FLOW INFORMATION - Changes in HTML 68K
non-cash operating working capital items (Details)
177: R164 SUPPLEMENTAL CASH FLOW INFORMATION - Acquisitions HTML 64K
and other strategic transactions, net of cash
acquired (Details)
179: XML IDEA XML File -- Filing Summary XML 345K
182: XML XBRL Instance -- rci-20231231_htm XML 7.55M
178: EXCEL IDEA Workbook of Financial Report Info XLSX 495K
10: EX-101.CAL XBRL Calculations -- rci-20231231_cal XML 446K
11: EX-101.DEF XBRL Definitions -- rci-20231231_def XML 2.33M
12: EX-101.LAB XBRL Labels -- rci-20231231_lab XML 3.64M
13: EX-101.PRE XBRL Presentations -- rci-20231231_pre XML 2.96M
9: EX-101.SCH XBRL Schema -- rci-20231231 XSD 581K
180: JSON XBRL Instance as JSON Data -- MetaLinks 778± 1.23M
181: ZIP XBRL Zipped Folder -- 0000733099-24-000006-xbrl Zip 917K
‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
Rogers Communications Inc. (collectively with its subsidiaries and affiliates, the “Company”) believes that it is in its best interests and those of its shareholders to create and maintain a culture that emphasizes integrity and accountability, and
that reinforces the Company’s pay-for-performance compensation philosophy. The Company has therefore adopted this policy (the “Policy”) which provides for the recoupment of certain erroneously awarded executive compensation in the event of a required Accounting Restatement (as defined below). This Policy is designed to comply with Rule 10D-1 (“Rule 10D- 1”) promulgated under the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”), and Section 303A.14 of the New York Stock Exchange Standards (“NYSE”). This Policy is intended to apply independently of all other clawback, recoupment and forfeiture policies, agreements
and other arrangements of the Company.
Administration
This Policy shall be administered by the Human Resources Committee (the “HRC”) of the Company’s Board of Directors (the “Board”). Any determinations made by the HRC shall be final and binding on all affected individuals.
Covered Executives
This Policy applies to the Company’s current and former Covered Executives (as defined below).
Certain
Definitions
An “Accounting Restatement” is an accounting restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under applicable securities laws, including any accounting restatement required to correct an error in previously-issued financial statements that is material to those financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
“Covered Executives” means the
Company’s President & Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or other executive (including the Controller) who performs the functions of a Chief Accounting Officer, executives or senior officers who are in charge of a principal business unit, division or function (such as sales, administration, or finance), any other officer who performs a policymaking function, and any other person who performs a similar policy-making function for the Company. Executive officers of the Company’s affiliates are deemed Covered Executives if they perform any such policy making functions for the Company. Policy-making functions do not include policy-making functions that are not significant. The
HRC shall determine the Covered Executives from time to time no less
frequently than on an annual basis.
A “Financial Reporting Measure” is a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return (“TSR”) are also financial reporting measures. A financial reporting measure need not be presented within the financial statements or included in a filing with the U.S. Securities and Exchange Commission (“SEC”).
“Incentive
Compensation” means any compensation granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
Applicable Period
This Policy applies to all Incentive Compensation received by a Covered Executive:
•after becoming a Covered Executive;
•who was a Covered Executive at any time during the applicable performance period for that Incentive Compensation;
•while the Company has a class of securities listed on a U.S. national securities exchange or national securities association; and
•during
the three completed fiscal years immediately preceding the “date” that the Company is required to prepare an Accounting Restatement. In addition to these last three completed fiscal years, the Policy will apply to any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years (however, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months will be deemed a completed fiscal year).
For purposes of this Policy, Incentive Compensation is deemed
“received” in the fiscal period during which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period, and even if the Covered Executive has established only a contingent right to payment at that time.
For purposes of determining the relevant recovery period, the “date” that the Company is required to prepare an Accounting Restatement is the earlier to occur of:
•the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes,
or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; and
•the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.
Recoupment
In the event the Company is required to prepare an Accounting Restatement, the Company will take commercially reasonable steps to recover, reasonably promptly, all Excess Incentive Compensation. “Excess
Incentive Compensation” is (a) the amount of Incentive Compensation received by a Covered Executive during the Applicable Period that exceeds the amount of Incentive Compensation that the Covered Executive otherwise would have been received had it been determined based on the restated amounts in the Accounting Restatement, computed without regard to any taxes paid, and (b) any other compensation that is computed based on, or otherwise attributable to, the amounts described in clause (a).
For Incentive Compensation based on stock price or TSR, where the amount of Excess Incentive Compensation is not subject to mathematical recalculation directly from the information in an accounting Restatement, the amount will be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or TSR upon which the Incentive Compensation was received.
The Company will maintain documentation of any such reasonable estimate and provide it to the NYSE if required.
Such recovery shall be made without regard to any individual knowledge or responsibility related to the Accounting Restatement.
Such recovery is not dependent on if or when the restated financial statements are filed.
Method of Recoupment
The HRC will determine, in its sole discretion, the method for recovering Excess Incentive Compensation under this Policy, which
may include, without limitation:
(a)requiring repayment of Excess Incentive Compensation previously paid or cash;
(b)seeking recovery of any gain realized on the vesting, exercise or settlement of any equity-based awards;
(c)offsetting the amount to be recouped from any compensation otherwise owed by the Company to the Covered Executive;
(e)taking any other remedial and recovery action permitted by law, as determined by the HRC.
For
the avoidance of doubt, any Excess Incentive Compensation received by a Covered Executive that has subsequently been forfeited prior to payment thereof, or otherwise recouped by the Company, (including as a result of termination of employment or breach of contract) shall be deemed to have been recovered in accordance with this Policy.
Furthermore, any action to recover Excess Incentive Compensation from a Covered Executive shall not, whether alone or in combination with any other action, event or condition, be deemed (a) “good reason” or term of similar import or to serve as a basis for a claim of constructive termination under any benefit or compensation arrangement applicable to such Covered Executive, or
(b) to constitute a breach of a contract or other arrangement to which such Covered Executive is a party.
No Indemnification or Insurance Payment
The Company shall not: (a) indemnify any Covered Executive against the loss of any Excess Incentive Compensation; or (b) pay for or reimburse any Covered Executive for premiums for an insurance policy to fund potential recovery obligations under this Policy.
Interpretation
The HRC is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration
of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Rule 10D-1 and any applicable rules or standards adopted by the SEC or the NYSE from time to time.
Effective Date
This Policy shall apply to Incentive Compensation received by Covered Executives on or after October 2, 2023.
Amendment; Termination
The HRC may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect additional regulations adopted by the SEC under Section 10D-1 and/or to comply with any rules or standards adopted by any U.S. national securities exchange on which the
Company’s securities are then-listed.
Other Recoupment Rights
The Company intends to apply this Policy to the fullest extent of the law. The HRC may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree
to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the
Company pursuant to the terms of any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
Impracticability
The Company will recover any Excess Incentive Compensation in accordance with this Policy except to the extent that one of the conditions set forth below is satisfied, and the HRC has made a determination that recovery would be impracticable:
(a)The direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered. Before concluding that it would be impracticable to recover any amount of Excess
Incentive Compensation based on expense of enforcement, the Company will make a reasonable attempt to recover such Excess Incentive Compensation, document such reasonable attempt(s) to recover, and provide such documentation to the NYSE if required.
(b)Recovery would violate Canadian law where that law was adopted prior to November 28, 2022. Before concluding that it would be impracticable to recover any amount of Excess Incentive Compensation based on violation of Canadian law, the Company will obtain an opinion of Canadian counsel that recovery would result in such a violation, and will provide such opinion to the NYSE if required.
(c)Recovery
may cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
Successors
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators, or other legal representatives.
Dates Referenced Herein and Documents Incorporated by Reference
