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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Final fair values of assets acquired and liabilities assumed
The table below summarizes the final fair values of the assets acquired and liabilities assumed for all the acquisitions described above.
(In millions of dollars) Mountain Cable Blackiron theScore 1Pivot Other Total
Fair value of consideration transferred 398 198 167 158 40 961
Cash –– 52 29
Current assets 3 4 12 6 25
Property, plant and equipment 53 35 11 58 1 158
Customer relationships 2135 45 36 17 233
Broadcast licence 3––104– –104
Current liabilities (5) (8) (6) (7) (2) (28)
Other liabilities (4) (3) (7)
Deferred tax liabilities (44) (7) (7) (11) (69)
Fair value of net identifiable assets acquired and liabilities assumed 142 69 119 80 15 425
Goodwill 256 129 48 78 25 536
Acquisition transaction costs 2 1 19 41–23
Goodwill allocated to the following segments Cable Business
Solutions
Media Business
Solutions
Multiple
segments 5
1We paid the $167 million related to theScore on October 19, 2012.
2Customer relationships are amortized over a period ranging from 5 to 10 years.
3Broadcast licence is an indefinite life intangible asset.
4Acquisition transaction costs for theScore include $17 million related to the CRTC tangible benefits commitments that were required as a condition of the CRTC’s approval of
the transaction.
5Goodwill related to other acquisitions was allocated to Media and Business Solutions.
NOTE 27: RELATED PARTY TRANSACTIONS
CONTROLLING SHAREHOLDER
Our ultimate controlling shareholder is the Rogers Control Trust (the
Trust), which holds voting control of RCI. The beneficiaries of the Trust
are members of the Rogers family. Certain directors of RCI represent
the Rogers family.
We entered into certain transactions with private Rogers family holding
companies controlled by the Trust. These transactions, as summarized
below, were recorded at the amount agreed to by the related parties
and are subject to the terms and conditions of formal agreements
approved by the Audit Committee.
TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
Key management personnel include the directors and our most senior
corporate officers, who are primarily responsible for planning,
directing and controlling our business activities.
Compensation
The compensation expense for key management for employee
services was included in employee salaries and benefits as follows:
(In millions of dollars) 2014 2013
Salaries and other short-term employee benefits 10 9
Post-employment benefits 22
Stock-based compensation expense 727
Total compensation 19 38
Transactions
We have entered into business transactions with companies whose
partners or senior officers are Directors of RCI which include:
the chairman and chief executive officer of a firm that is paid
commissions for insurance coverage,
the non-executive chairman of a lawfirmthatprovidesaportionof
our legal services, and
the chairman of a company that provides printing services.
We record these transactions at the amount agreed to by the related
parties, which are also reviewed by the Audit Committee. The amounts
owing are unsecured, interest-free and due for payment in cash within
one month from the date of the transaction. The following table
summarizes related party activity for the business transactions
described above:
Transaction value
foryearended
Balance
outstanding
(In millions of dollars) 2014 2013 2014 2013
Printing, legal services and
commission paid on
premiums for insurance
coverage 38 43 22
2014 ANNUAL REPORT ROGERS COMMUNICATIONS INC. 127