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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The final fair values of the assets acquired and liabilities assumed for
all acquisitions during 2011 are summarized as follows:
Atria BOUNCE BOB-FM Compton
Fair value of consideration
transferred $ 426 $ 22 $ 16 $ 40
Current assets 10 1 1 1
PP&E 132 – – 10
Customer relationships 200 – – 23
Broadcast licence – 11 6 –
Brand name – 1 1 –
Spectrum licence 4 – – –
Current liabilities (17) – – (1)
Deferred tax liabilities (52) – – –
Fair value of net identifiable
assets acquired and
liabilities assumed 277 13 8 33
Goodwill $ 149 $ 9 $ 8 $ 7
Segment RBS Media Media Cable
Broadcast and spectrum licenses are indefinite life intangible assets.
The other assets acquired are being amortized over their expected
useful lives of 3 years to 5 years. Goodwill represents the expected
operational synergies with the acquiree and/or intangible assets that
do not qualify for separate recognition. The goodwill is tax
deductible except for the goodwill acquired from Atria Networks LP.
Total transaction costs incurred were $4 million, which have been
recorded in integration, restructuring and acquisition costs in the
consolidated statement of income.
During the year ended December 31, 2011, the Company increased its
ownership interest in a subsidiary from 53% to 100% for cash
consideration of $11 million. The Company recognized this increase in
the ownership interest of a previously controlled entity as a decrease
in retained earnings of $11 million because the carrying amount of
non-controlling interest was insignificant.
During the year ended December 31, 2011, the Company made an
acquisition for cash consideration of approximately $16 million, which
has been recorded as customer relationships. The customer
relationships are being amortized over a period of five years.
8. INTEGRATION, RESTRUCTURING AND ACQUISITION COSTS:
During 2012, the Company incurred:
(a) $89 million (2011 – $52 million) of restructuring expenses related to severances resulting from the targeted restructuring of its employee
base and to improve the Company’s cost structure; and
(b) $3 million (2011 – $4 million) of acquisition related transaction costs for business combinations and integration expenses related to
previously acquired businesses and related restructuring.
The additions to the liabilities related to the integration, restructuring and acquisition activities and payments made against such liabilities
during 2012 are as follows:
As at
December 31,
2011 Additions Payments
As at
December 31,
2012
Severances resulting from the targeted restructuring of the Company’s employee base $ 46 $ 89 $ (85) $50
Acquisition transaction costs and integration of acquired businesses 2 3 (2) 3
$ 48 $ 92 $ (87) $53
The remaining liability of $53 million as at December 31, 2012, which is included in accounts payable and accrued liabilities, is expected to be
paid over the next two years.
96 ROGERS COMMUNICATIONS INC. 2012 ANNUAL REPORT