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2003 Annual Report Rogers Communications Inc.
66
Other Related Party Transactions
The Company has entered into certain transactions with companies, the partners or senior officers of which are directors
of the Company and/or its subsidiary companies. During 2003, total amounts paid by the Company to these related par-
ties for legal services, commissions paid on premiums for insurance coverage and other services aggregated $6.1 million
(2002 – $7.0 million), for interest charges of $15.1 million (2002 – $8.5 million), and for underwriting fees related to financ-
ing transactions and telecommunications and programming services amounting to $59.2 million (2002 – $60.4 million).
The Company also received $0.2 million (2002 – $0.1 million) from RTL for rent and office services.
OUTSTANDING SHARE DATA
Set out below is the outstanding share date for the Company as at December 31, 2003. For additional detail, please see
Note 11 to the Consolidated Financial Statements.
Common Shares
Class A Voting 56,235,394
Class B Non-Voting 177,241,646
Options to Purchase Class B Non-Voting Shares
Outstanding Options 18,981,033
Exercisable Options 12,171,834
Securities Convertible into Class B Non-Voting Shares
Number of
Number or Shares
Amount Issuable on
Class Outstanding Conversion
Series E Convertible Preferred Shares 104,488 104,488
Convertible Preferred Securities $ 600,000,000 17,142,840
Convertible Senior Debentures $ 290,589,000 7,726,270
DIVIDENDS AND OTHER PAYMENTS ON RCI EQUITY SECURITIES
In May 2003, the RCI Board of Directors (the “Board”) adopted a dividend policy that provides for dividends aggregating,
annually, $0.10 per share to be paid on each outstanding Class A Voting Share and Class B Non-Voting Share. Pursuant to
this policy, the dividends are to be paid twice yearly in the amount of $0.05 per share to holders of record of such shares
on the record date established by the Board for each dividend at the time such dividend is declared. These dividends are
currently scheduled to be made on the first trading day following January 1 and July 1 in each year. As noted below, the
first such semi-annual dividend pursuant to the policy was paid July 2, 2003. Payment of these dividends on the Class A
Voting and Class B Non-Voting Shares requires that a semi-annual dividend in the amount of $0.05 per share be paid at
the same time on the Series E Preferred Shares.
The dividend policy will be reviewed periodically by the Board. The declaration and payment of dividends are at
the sole discretion of the Board and depend on, among other things, RCI’s financial condition, general business condi-
tions, legal restrictions regarding the payment of dividends by it, some of which are referred to below, and other factors
which the Board may, from time to time, consider to be relevant. As a holding company with no direct operations, the
Company relies on cash dividends and other payments from its subsidiaries and its own cash balances to pay dividends to
the Company’s shareholders. The ability of the Company’s subsidiaries to pay such amounts to the Company is limited
and is subject to the various risks as outlined in this discussion, including, without limitation, legal and contractual
restrictions contained in instruments governing subsidiary debt.
During 2003, the Board declared dividends in aggregate of $0.10 per share on each of its outstanding Class B Non-
Voting Shares, Class A Voting Shares and Series E Preferred Shares, $0.05 of which were paid on July 2, 2003 to
shareholders of record on June 16, 2003 and $0.05 of which were paid on January 2, 2004 to shareholders of record on
December 12, 2003.
During the year ended December 31, 2002, no dividends were declared on Class A Voting Shares, Class B Non-
Voting Shares, Series B Preferred Shares and Series E Preferred Shares held by members of its Management Share
Purchase Plan. Prior to 2000, no dividends had been declared on the Class A Voting Shares or Class B Non-Voting Shares
since the fiscal year ended August 31, 1982. In fiscal 2000, dividends aggregating $10.2 million were paid on the Class A
Voting Shares, the Class B Non-Voting Shares, the Series B Preferred Shares and the Series E Preferred Shares. During the
Management’s Discussion and Analysis