Rogers 2011 Annual Report Download - page 124

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company is authorized to refuse to register transfers of any
shares of the Company to any person who is not a Canadian in
order to ensure that the Company remains qualified to hold the
licences referred to above.
(b) Dividends:
During 2011 and 2010, the Company declared and paid the following
dividends on each of its outstanding Class A Voting and Class B
Non-Voting shares:
Date declared Date paid Dividend per share
February 16, 2010 April 1, 2010 $ 0.32
April 29, 2010 July 2, 2010 0.32
August 18, 2010 October 1, 2010 0.32
October 26, 2010 January 4, 2011 0.32
$ 1.28
February 15, 2011 April 1, 2011 $ 0.355
April 27, 2011 July 4, 2011 0.355
August 17, 2011 October 3, 2011 0.355
October 26, 2011 January 4, 2012 0.355
$ 1.42
In February 2011, the Board increased the annualized dividend rate
from $1.28 to $1.42 per Class A Voting and Class B Non-Voting share
to be paid quarterly in amounts of $0.355 per share on each
outstanding Class A Voting and Class B Non-Voting share.
Consequently, the Class A Voting shares may receive a dividend at a
quarterly rate of up to $0.355 per share only after the Class B
Non-Voting shares have been paid a dividend at a quarterly rate of
$0.355 per share. The Class A Voting and Class B Non-Voting shares
share equally in dividends after payment of a dividend of $0.355 per
share for each class. Such quarterly dividends are only payable as and
when declared by the Board and there is no entitlement to any
dividends prior thereto.
(c) Normal course issuer bid:
In February 2011, the TSX accepted a notice filed by the Company of
its intention to renew its prior normal course issuer bid (“NCIB”) for
its class B Non-Voting shares for a further one-year period. The TSX
notice provides that the Company may, during the twelve-month
period commencing February 22, 2011 and ending February 21, 2012,
purchase on the TSX up to the lesser of 39.8 million Class B
Non-Voting shares, representing approximately 9% of the then issued
and outstanding Class B Non-Voting shares, and that number of Class
B Non-Voting shares that can be purchased under the NCIB for an
aggregate purchase price of $1.5 billion, with the actual number of
Class B Non-Voting shares purchased, if any, and the timing of such
purchases to be determined by the Company considering market
conditions, share prices, its cash position, and other factors.
In 2011, the Company purchased for cancellation an aggregate
30,942,824 Class B Non-Voting shares for an aggregate purchase price
of $1,099 million, resulting in a reduction to stated capital, share
premium and retained earnings of $30 million, $870 million and $199
million, respectively. An aggregate 21,942,824 of these shares were
purchased for cancellation directly under the NCIB for an aggregate
purchase price of $814 million. The remaining 9,000,000 shares were
purchased for cancellation pursuant to private agreements between
the Company and arm’s-length third-party sellers for an aggregate
purchase price of $285 million. These purchases were made under
issuer bid exemption orders issued by the Ontario Securities
Commission and were included in calculating the number of Class B
Non-Voting shares that the Company purchased pursuant to the NCIB.
In February 2010, the TSX accepted a notice filed by the Company of
its intention to renew its prior NCIB for a further one-year period. The
TSX notice provides that the Company may, during the twelve-month
period commencing February 22, 2010 and ending February 21, 2011,
purchase on the TSX up to the lesser of 43.6 million Class B
Non-Voting shares, representing approximately 9% of the then issued
and outstanding Class B Non-Voting shares, and that number of Class
B Non-Voting shares that can be purchased under the NCIB for an
aggregate purchase price of $1.5 billion, with the actual number of
Class B Non-Voting shares purchased, if any, and the timing of such
purchases will be determined by the Company considering market
conditions, share prices, its cash position, and other factors.
In 2010, the Company repurchased for cancellation an aggregate
37,080,906 Class B Non-Voting shares for an aggregate purchase price
of $1,312 million, resulting in a reduction to stated capital, share
premium and retained earnings of $37 million, $1,191 million and
$84 million, respectively. An aggregate 22,600,906 of these shares
were repurchased for cancellation directly under the NCIB for an
aggregate purchase price of $830 million. The remaining 14,480,000
of these shares were repurchased for cancellation pursuant to a
private agreement between the Company and an arm’s-length third
party seller for an aggregate purchase price of $482 million. These
purchases were made under issuer bid exemption orders issued by the
Ontario Securities Commission and were included in calculating the
number of Class B Non-Voting shares that the Company purchased
pursuant to the NCIB.
(d) Available-for-sale financial assets reserve:
Available-for-sale investments are carried at fair value on the
consolidated statements of financial position, with changes in fair
value recorded in the fair value reserve as a component of equity,
through OCI, until such time as the investments are disposed of and
the change in fair value is recorded in profit and loss.
(e) Hedging reserve:
All derivatives, including embedded derivatives that must be
separately accounted for, are measured at fair value on the
consolidated statements of financial position, with changes in fair
value of cash-flow hedging derivatives recorded in the fair value
reserve as a component of equity, to the extent effective, until the
variability of cash flows relating to the hedged asset or liability is
recognized in profit and loss.
(f) Other:
The Company’s defined benefit pension plan obligation is actuarially
determined at the end of the year with changes recognized
immediately as a component of equity through OCI. The actuarial
losses as a component of equity for the year ended December 31,
2011 is $67 million (2010 – $59 million).
22. STOCK OPTIONS, SHARE UNITS AND SHARE
PURCHASE PLANS:
Stock-based compensation to employees is measured at fair value.
Fair value is determined using the Company’s Class B Non-Voting
share price, and the Black-Scholes option pricing model (“Black-
Scholes model”) or trinomial option pricing models, depending on
the nature of the share-based award.
120 ROGERS COMMUNICATIONS INC. 2011 ANNUAL REPORT