Rogers 2012 Annual Report Download - page 116

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
These transactions are recorded at the amount agreed to by the
related parties and are reviewed by the Audit Committee. The
outstanding balances owed to these related parties are
unsecured, interest-free and due for payment in cash within one
month from the date of the transaction. There are no significant
outstanding balances with these related parties at December 31,
2012.
(c) Subsidiaries and joint ventures:
The following are the significant subsidiaries and joint ventures and associates of the Company:
Jurisdiction of
incorporation
Ownership interest
2012 2011
Subsidiaries:
Rogers Holdings Inc. Canada –100%
Rogers Media Inc. Canada 100% 100%
FIDO Solutions Inc. Canada 100% 100%
Rogers Communications Partnership Canada 100% 100%
Rogers Broadcasting Limited Canada 100% 100%
Rogers Publishing Limited Canada 100% 100%
Blue Jays Holdco Inc. Canada 100% 100%
Joint ventures and associates:
Inukshuk Wireless Inc. Canada 50% 50%
Dome Productions Inc. Canada 50% 50%
Maple Leaf Sports & Entertainment Canada 37.5% –
The annual financial statement reporting period of the Company is
the same as the annual financial statement reporting periods of all its
subsidiaries and joint ventures, with the exception of MLSE. When
necessary, adjustments are made to conform the accounting policies
with those of the Company. There are no significant restrictions on
the ability of subsidiaries, joint ventures and associates to transfer
funds to the Company in the form of cash dividends or to repay loans
or advances.
The following business transactions were carried out with the
Company’s joint ventures and associates. Transactions between the
Company and its subsidiaries have been eliminated on consolidation
and are not disclosed in this note.
Transaction value
2012 2011
Revenues $1$1
Purchases $38 $51
The sales to and purchases from the Company’s joint ventures and
associates are made at terms equivalent to those that prevail in arm’s
length transactions. Outstanding balances at the year-end are
unsecured and interest-free and settlement occurs in cash. The
outstanding balances with these related parties relating to similar
business transactions as at December 31, 2012, was $1 million payable
(December 31, 2011 – $5 million payable).
During 2012, the Company acquired certain network assets and 2500
MHz spectrum from Inukshuk, a 50% owned joint venture. As a result,
a gain of $233 million was recorded in the consolidated statement of
income, being the portion of the excess of fair value over carrying
value related to the other non-related venturer’s 50% interest in the
spectrum licences (note 14). The remaining share of income of
associates and joint ventures was $2 million (2011 – $7 million) due
primarily to the Company’s equity interest in various investments.
25. GUARANTEES:
The Company has the following guarantees at December 31, 2012 and
2011, in the normal course of business:
(a) Business sale and business combination agreements:
As part of transactions involving business dispositions, sales of assets
or other business combinations, the Company may be required to pay
counterparties for costs and losses incurred as a result of breaches of
representations and warranties, intellectual property right
infringement, loss or damages to property, environmental liabilities,
changes in laws and regulations (including tax legislation), litigation
against the counterparties, contingent liabilities of a disposed
business or reassessments of previous tax filings of the corporation
that carries on the business.
(b) Sales of services:
As part of transactions involving sales of services, the Company may
be required to pay counterparties for costs and losses incurred as a
result of breaches of representations and warranties, changes in laws
and regulations (including tax legislation) or litigation against the
counterparties.
(c) Purchases and development of assets:
As part of transactions involving purchases and development of
assets, the Company may be required to pay counterparties for costs
and losses incurred as a result of breaches of representations and
warranties, loss or damages to property, changes in laws and
regulations (including tax legislation) or litigation against the
counterparties.
(d) Indemnifications:
The Company indemnifies its directors, officers and employees against
claims reasonably incurred and resulting from the performance of
their services to the Company, and maintains liability insurance for its
directors and officers as well as those of its subsidiaries.
The Company is unable to make a reasonable estimate of the
maximum potential amount it would be required to pay
counterparties. The amount also depends on the outcome of future
events and conditions, which cannot be predicted. No amount has
been accrued in the consolidated statements of financial position
relating to these types of indemnifications or guarantees at
December 31, 2012 or 2011. Historically, the Company has not made
any significant payments under these indemnifications or guarantees.
112 ROGERS COMMUNICATIONS INC. 2012 ANNUAL REPORT