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ROGERS COMMUNICATIONS INC. 2010 ANNUAL REPORT 77
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of the end of the period covered by this report (the “Evaluation
Date”), we conducted an evaluation (under the supervision and with
the participation of our management, including the Chief Executive
Officer and Chief Financial Officer), pursuant to Rule 13a-15
promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on this
evaluation, our Chief Executive Officer and Chief Financial Ofcer
concluded that as of the Evaluation Date such disclosure controls and
procedures were effective.
Management’s Report on Internal Control Over Financial Reporting
The management of our company is responsible for establishing and
maintaining adequate internal controls over financial reporting. Our
internal control system was designed to provide reasonable assurance
to our management and Board of Directors regarding the preparation
and fair presentation of published financial statements in accordance
with generally accepted accounting principles. All internal control
systems, no matter how well designed, have inherent limitations.
Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial
statement preparation and presentation.
SUMMARY OF FINANCIAL RESULTS OF LONG-TERM DEBT GUARANTORS
Our outstanding public debt, $2.4 billion bank credit facility and
Derivatives are unsecured obligations of RCI, as obligor, and RCP, as
co-obligor or guarantor, as applicable.
The following table sets forth the selected unaudited consolidating
summary financial information for RCI for the periods identified below,
presented with a separate column for: (i) RCI; (ii) RCP; (iii) our
non-guarantor subsidiaries (“Other Subsidiaries”) on a combined basis;
(iv) consolidating adjustments; and (v) the total consolidated amounts.
Information for periods prior to July 1, 2010 has been presented as if
the corporate reorganization (which occurred on July 1, 2010) had
occurred on January 1, 2009. For further details in respect of the
corporate reorganization, see the section entitled “Liquidity and
Capital Resources”.
Management maintains a comprehensive system of controls intended
to ensure that transactions are executed in accordance with
management’s authorization, assets are safeguarded, and financial
records are reliable. Management also takes steps to see that
information and communication flows are effective and to monitor
performance, including performance of internal control procedures.
Management assessed the effectiveness of our internal control over
financial reporting as of December 31, 2010, based on the criteria set
forth in the Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”). Based on this assessment, management has concluded that,
as of December 31, 2010, our internal control over financial reporting is
effective. Our independent auditor, KPMG LLP, has issued an audit
report that we maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2010, based on the
criteria established in Internal Control – Integrated Framework issued
by the COSO.
Changes in Internal Control Over Financial Reporting and Disclosure
Controls and Procedures
There have been no changes in our internal controls over financial
reporting during 2010 that have materially affected, or are reasonably
likely to materially affect, our internal controls over financial reporting.
(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 the guarantors 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.
(3) Information for periods prior to July 1, 2010 has been presented as if the corporate reorganization (which occurred on July 1, 2010) had occurred on January 1, 2009.
Years ended December 31 (unaudited)(3)
RCI(1)(2) RCP(1)(2) Other Subsidiaries (1)(2) Consolidating
Adjustments (1)(2)
Total Consolidated
Amounts
(In millions of dollars) Dec. 31
2010 Dec. 31
2009 Dec. 31
2010 Dec. 31
2009 Dec. 31
2010 Dec. 31
2009 Dec. 31
2010 Dec. 31
2009 Dec. 31
2010 Dec. 31
2009
Statement of Income Data:
Revenue $ 97 $ 97 $ 10,894 $ 10,626 $ 1,560 $ 1,409 $ (365) $ (401) $ 12,186 $ 11,731
Operating Income (loss) (143) (111) 3,077 2,843 28 (13) (61) (151) 2,901 2,568
Net income (loss) 1,528 1,478 728 1,450 555 25 (1,283) (1,475) 1,528 1,478
As at period end December 31 (unaudited)(3)
RCI(1)(2) RCP(1)(2) Other Subsidiaries (1)(2) Consolidating
Adjustments (1)(2)
Total Consolidated
Amounts
(In millions of dollars) Dec. 31
2010 Dec. 31
2009 Dec. 31
2010 Dec. 31
2009 Dec. 31
2010 Dec. 31
2009 Dec. 31
2010 Dec. 31
2009 Dec. 31
2010 Dec. 31
2009
Balance Sheet Data
Current assets $ 738 $ 3,740 $ 2,838 $ 10,731 $ 1,692 $ 1,383 $ (3,263) $ (13,599) $ 2,005 $ 2,255
Non-current assets 19,688 21,411 9,178 12,688 5,323 1,790 (18,864) (21,126) 15,325 14,763
Current liabilities 3,156 7,860 2,094 8,059 964 427 (3,201) (13,598) 3,013 2,748
Non-current liabilities 9,905 9,484 106 211 167 85 180 217 10,358 9,997