|
|
|||||||||||||||||||||||||||||||||
|
BCE Inc. – 2005 First Quarter Shareholder
Report
|
![]() |
The Quarter at a Glance
|
||
|
The Quarter at a Glance (1)
|
This quarter, we continued to make significant progress on our strategic initiatives and on growing our business profitably. Our revenues grew by 4.8% at BCE and by 2.5% at Bell Canada. Driven by revenue growth and our
focus on cost reduction, our operating income grew 5.4% at BCE and by 2.3% at Bell Canada.
|
|
(1) |
Certain statements made in this Quarter at a Glance including, but not limited to,
our 2005 free cash flow target and other statements that are not
historical facts, are forward-looking statements and are subject to important risks, uncertainties and assumptions. Forward-looking statements may include words such as
anticipate, believe, could, expect,
goal, guidance, intend, may, objective, outlook, plan, seek, should, strive, target
and will. Forward-looking statements in
this Quarter at a Glance describe our expectations at May 3, 2005. The results or events predicted in the forward-looking statements contained in this Quarter at a Glance may differ materially from actual results or events. For additional
information on forward-looking statements and on factors that could cause actual results or events to differ materially from our current expectations, please refer to the sections entitled
About
Forward-Looking Statements and Risks That Could Affect Our Business contained in BCE Inc.s 2005 First Quarter MD&A
dated May 3, 2005. |
Operating Revenues
Our revenues this quarter were $4,859 million, or 4.8% higher than the same period last year. This growth reflected higher revenue performance at Bell Canada driven by increases in the Business segment, particularly in data and wireless, and by growth in the Consumer and Aliant segments. Focused execution of our VCIO, VAS and IP strategies, including recent acquisitions, contributed to this growth. Double digit revenue growth at CGI and Telesat and single digit growth at Bell Globemedia also increased revenue performance. Operating Income and EBITDA(2)
|
|
(2) |
EBITDA, free cash flow and net earnings excluding the impact of restructuring and other items and net gains on investments do not have any standardized meaning prescribed by Canadian generally accepted accounting
principles (GAAP) and are therefore unlikely to be comparable to similar measures presented by other companies. For more details on these measures, including a reconciliation to the most comparable GAAP measure, please refer to the section entitled
Non-GAAP Financial Measures contained in BCE Inc.s 2005 First Quarter MD&A dated May 3, 2005.
|
|
(2) |
EBITDA, free cash flow and net earnings excluding the impact of restructuring and other items and net gains on investments do not have any standardized meaning prescribed by Canadian generally accepted accounting principles (GAAP) and are therefore unlikely to be comparable to similar measures presented by other companies. For more details on these measures, including a reconciliation to the most comparable GAAP measure, please refer to the section entitled Non-GAAP Financial Measures contained in BCE Inc.s 2005 First Quarter MD&A dated May 3, 2005. |
The Quarter at a GlanceCapital Expenditures
Capital expenditures totalled $737 million in the first quarter. As a percentage of revenues, capital expenditures increased to 15.2% from 14.7% in Q1 of last year. The year-over-year increase in spending relates to an increased investment in next generation service platforms including investments in the expansion of our fiber-to-the-node footprint, IPTV, and the acquisition of spectrum licences. Free cash flow(2)
Our free cash flow this quarter was negative $162 million, down from free cash flow of $256 million in the first quarter of last year, due to a number of anticipated impacts, which more than offset our growth in EBITDA and lower interest payments. These impacts were:
With first quarter free cash flow results in line with our plan, we expect to achieve our free cash flow target for 2005. |
Managements Discussion and Analysis
|
||||||
|
In this MD&A, we, us, our and BCE
mean BCE Inc.,
its subsidiaries and joint ventures. All amounts in this MD&A are in millions of Canadian dollars, except where otherwise noted. Please refer to the unaudited consolidated financial statements for the first quarter of 2005 when reading this MD&A. We also encourage you to read BCE Inc.s MD&A for the year ended December 31, 2004 dated March 2, 2005 (BCE 2004 MD&A). You will find more information about BCE, including BCE Inc.s annual information form for the year ended December 31, 2004 (BCE 2004 AIF) and recent financial reports, on BCE Inc.s website at www.bce.ca, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. About Forward-Looking Statements A statement we make is forward-looking when it uses what we know and expect today to make a statement about the future. Forward-looking statements may include words such as anticipate, believe, could, expect, goal, guidance, intend, may, objective, outlook, plan, seek, should, strive, target and will. Non-GAAP Financial Measures This section describes the non-GAAP financial measures we used in the MD&A to explain our financial results. It also provides reconciliations of the non-GAAP financial measures to the most comparable Canadian GAAP financial measures. EBITDA We define EBITDA (earnings before interest, taxes, depreciation and amortization) as operating revenues less operating expenses, which means it represents operating income before amortization expense, net benefit plans cost, and restructuring and other items. |
This managements discussion and analysis of financial condition and results of operations (MD&A) comments on BCEs operations, performance and financial condition for the three months (Q1) ended March 31, 2005 and 2004. About Forward-Looking Statements
Securities laws encourage companies to disclose forward-looking information so that investors can get a better understanding of the companys future prospects and make informed investment decisions.
Risks that could cause our actual results to materially differ from our current expectations are discussed throughout this MD&A and, in particular, in Risks That Could Affect Our Business. Non-GAAP Financial MeasuresEBITDA
The term EBITDA does not have any standardized meaning prescribed by Canadian generally accepted accounting principles
(GAAP). It is therefore unlikely to be comparable to similar measures presented by other companies.
EBITDA is presented on a consistent basis from period to period. |
|||||
| BCE | Q1 2005 | Q1 2004 | ||||
|
|
||||||
| EBITDA | 1,938 | 1,844 | ||||
| Amortization expense | (773 | ) | (767 | ) | ||
| Net benefit plans cost | (103 | ) | (63 | ) | ||
| Restructuring and other items | 4 | (3 | ) | |||
|
|
||||||
| Operating income | 1,066 | 1,011 | ||||
|
|
||||||
|
|
||||||
|
BELL CANADA |
Q1 2005 | Q1 2004 | ||||
|
|
||||||
| EBITDA | 1,815 | 1,755 | ||||
| Amortization expense | (732 | ) | (732 | ) | ||
| Net benefit plans cost | (106 | ) | (60 | ) | ||
| Restructuring and other items | 5 | (3 | ) | |||
|
|
||||||
| Operating income | 982 | 960 | ||||
|
|
||||||
|
|
||||||
Operating Income Before Restructuring and Other Items
The term operating income before restructuring and other items does not have any standardized meaning prescribed by Canadian
GAAP. It is therefore unlikely to be comparable to similar measures presented by other
companies. |
| Q1 2005 | Q1 2004 | |||||
|
|
||||||
| Operating income | 1,066 | 1,011 | ||||
| Restructuring and other items | (4 | ) | 3 | |||
|
|
||||||
|
Operating income before restructuring and other items |
1,062 | 1,014 | ||||
|
|
||||||
|
|
||||||
Net Earnings Before Restructuring and Other Items and Net Gains on Investments
The term net earnings before restructuring and other items and net gains on investments does not have any standardized meaning prescribed by Canadian
GAAP. It is therefore unlikely to be comparable to similar measures
presented by other companies. |
|
Free Cash Flow We define free cash flow as cash from operating activities after capital expenditures, total dividends and other investing activities. |
Free Cash Flow
The term free cash flow does not have any standardized meaning prescribed by Canadian GAAP. It is therefore unlikely to be comparable to similar measures presented by other companies. Free cash flow is presented on a
consistent basis from period to period. |
|||||||||
| Q1 2005 |
Q1 2004 |
|||||||||
| TOTAL | PER SHARE | TOTAL | PER SHARE | |||||||
|
|
||||||||||
|
Net earnings applicable to common shares |
474 | 0.51 | 470 | 0.51 | ||||||
|
Restructuring and other items |
(2 | ) | | 1 | | |||||
|
Net gains on investments |
| | (7 | ) | (0.01 | ) | ||||
|
|
||||||||||
|
Net earnings before restructuring and other items and net gains on investments |
472 | 0.51 | 464 | 0.50 | ||||||
|
|
||||||||||
|
|
||||||||||
|
|
||||||
| Q1 2005 | Q1 2004 | |||||
|
|
||||||
| Cash from operating activities | 939 | 1,260 | ||||
| Capital expenditures | (737 | ) | (681 | ) | ||
| Total dividends paid | (349 | ) | (342 | ) | ||
| Other investing activities | (15 | ) | 19 | |||
|
|
||||||
| Free cash flow | (162 | ) | 256 | |||
|
|
||||||
|
|
||||||
|
|
|
Quarterly Financial Information
|
||||||||||||||||||
|
The table below shows selected consolidated financial data for the eight most recently completed quarters.
|
||||||||||||||||||
|
|
2005 |
2004 |
2003 | |||||||||||||||
|
|
Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | ||||||||||
|
|
||||||||||||||||||
|
Operating revenues |
4,859 | 4,986 | 4,778 | 4,779 | 4,638 | 4,815 | 4,624 | 4,670 | ||||||||||
|
EBITDA |
1,938 | 1,831 | 1,936 | 1,953 | 1,844 | 1,847 | 1,895 | 1,895 | ||||||||||
|
Amortization expense |
(773 | ) | (803 | ) | (769 | ) | (769 | ) | (767 | ) | (775 | ) | (801 | ) | (774 | ) | ||
|
Net benefit plans cost |
(103 | ) | (67 | ) | (61 | ) | (65 | ) | (63 | ) | (46 | ) | (44 | ) | (43 | ) | ||
|
Restructuring and other items |
4 | (126 | ) | (1,081 | ) | (14 | ) | (3 | ) | (13 | ) | (1 | ) | | ||||
|
|
||||||||||||||||||
|
Operating income |
1,066 | 835 | 25 | 1,105 | 1,011 | 1,013 | 1,049 | 1,078 | ||||||||||
|
Earnings from continuing operations |
492 | 367 | 102 | 544 | 485 | 486 | 453 | 466 | ||||||||||
|
Discontinued operations |
(1 | ) | (2 | ) | (2 | ) | 27 | 3 | (86 | ) | 11 | 12 | ||||||
|
Extraordinary gain |
| 69 | | | | | | | ||||||||||
|
Net earnings |
491 | 434 | 100 | 571 | 488 | 400 | 464 | 478 | ||||||||||
|
Net earnings applicable to common shares |
474 | 417 | 82 | 554 | 470 | 386 | 446 | 461 | ||||||||||
|
|
||||||||||||||||||
|
Included in net earnings: |
||||||||||||||||||
|
Net gains on investments |
||||||||||||||||||
|
Continuing operations |
1 | 64 | 325 | | | 84 | | | ||||||||||
|
Discontinued operations |
(1 | ) | (2 | ) | (2 | ) | 31 | 7 | (94 | ) | 8 | | ||||||
|
Restructuring and other items |
2 | (62 | ) | (725 | ) | 16 | (1 | ) | (9 | ) | 6 | | ||||||
|
|
||||||||||||||||||
|
Net earnings per common share |
||||||||||||||||||
|
Continuing operations basic |
0.51 | 0.38 | 0.09 | 0.57 | 0.51 | 0.50 | 0.48 | 0.49 | ||||||||||
|
Continuing operations diluted |
0.51 | 0.38 | 0.09 | 0.57 | 0.51 | 0.50 | 0.47 | 0.49 | ||||||||||
|
Net earnings basic |
0.51 | 0.45 | 0.09 | 0.60 | 0.51 | 0.41 | 0.49 | 0.50 | ||||||||||
|
Net earnings diluted |
0.51 | 0.45 | 0.09 | 0.60 | 0.51 | 0.41 | 0.48 | 0.50 | ||||||||||
|
Average number of common shares outstanding (millions) |
926.2 | 925.3 | 924.6 | 924.3 | 924.1 | 923.4 | 921.5 | 919.3 | ||||||||||
|
|
||||||||||||||||||
|
|
||||||||||||||||||
|
|
||||||||
|
Financial Results Analysis
|
Financial Results AnalysisConsolidated Analysis |
|||||||
|
|
Q1 2005 | Q1 2004 | % CHANGE | |||||
|
|
||||||||
|
Operating revenues |
4,859 | 4,638 | 4.8% | |||||
|
Operating expenses |
(2,921 | ) | (2,794 | ) | (4.5% | ) | ||
|
|
||||||||
|
EBITDA |
1,938 | 1,844 | 5.1% | |||||
|
Amortization expense |
(773 | ) | (767 | ) | (0.8% | ) | ||
|
Net benefit plans cost |
(103 | ) | (63 | ) | (63.5% | ) | ||
|
Restructuring and other items |
4 | (3 | ) | n.m. | ||||
|
|
||||||||
|
Operating income |
1,066 | 1,011 | 5.4% | |||||
|
Other income |
7 | 36 | (80.6% | ) | ||||
|
Interest expense |
(247 | ) | (252 | ) | 2.0% | |||
|
|
||||||||
|
Pre-tax earnings from continuing operations |
826 | 795 | 3.9% | |||||
|
Income taxes |
(271 | ) | (262 | ) | (3.4% | ) | ||
|
Non-controlling interest |
(63 | ) | (48 | ) | (31.3% | ) | ||
|
|
||||||||
|
Earnings from continuing operations |
492 | 485 | 1.4% | |||||
|
Discontinued operations |
(1 | ) | 3 | n.m. | ||||
|
|
||||||||
|
Net earnings |
491 | 488 | 0.6% | |||||
|
Dividends on preferred shares |
(17 | ) | (18 | ) | 5.6% | |||
|
|
||||||||
|
Net earnings applicable to common shares |
474 | 470 | 0.9% | |||||
|
|
||||||||
|
EPS |
0.51 | 0.51 | | |||||
|
|
||||||||
|
|
||||||||
|
n.m.: not meaningful
|
||||||||
Segmented Analysis
|
|
|
% | |||||||
|
OPERATING REVENUES |
Q1 2005 | Q1 2004 | CHANGE | |||||
|
|
||||||||
|
Consumer |
1,856 | 1,825 | 1.7% | |||||
|
Business |
1,478 | 1,435 | 3.0% | |||||
|
Aliant |
524 | 504 | 4.0% | |||||
|
Other Bell Canada |
479 | 474 | 1.1% | |||||
|
Inter-segment eliminations |
(128 | ) | (132 | ) | 3.0% | |||
|
|
||||||||
|
Bell Canada |
4,209 | 4,106 | 2.5% | |||||
|
Other BCE |
748 | 651 | 14.9% | |||||
|
Inter-segment eliminations |
(98 | ) | (119 | ) | 17.6% | |||
|
|
||||||||
|
Total operating revenues |
4,859 | 4,638 | 4.8% | |||||
|
|
||||||||
|
|
||||||||
| % | ||||||||
| OPERATING INCOME | Q1 2005 | Q1 2004 | CHANGE | |||||
|
|
||||||||
| Consumer | 526 | 526 | | |||||
| Business | 240 | 241 | (0.4% | ) | ||||
| Aliant | 87 | 82 | 6.1% | |||||
| Other Bell Canada | 129 | 111 | 16.2% | |||||
|
|
||||||||
| Bell Canada Consolidated | 982 | 960 | 2.3% | |||||
| Other BCE | 84 | 51 | 64.7% | |||||
|
|
||||||||
| Total operating income | 1,066 | 1,011 | 5.4% | |||||
|
|
||||||||
|
|
||||||||
|
Business revenues
Business segment revenues were $1,478 million this quarter, or 3.0% higher compared with Q1 2004. Increases in data, wireless and terminal sales and other revenues were partially offset by declines in long distance and local and access revenues. Enterprise
Revenues from enterprise customers increased this quarter as increases in wireless, data, and terminal sales and other revenues more than offset declines in local and access and long distance revenues. SMBRevenues from SMB customers increased this quarter as increases in data, wireless and terminal sales and other revenues more than offset revenue declines in long distance and local and access revenues. The recent business acquisition of Nexxlink, combined with improved rates of growth from Accutel Conferencing Systems Inc. (Accutel) and Charon Systems Inc. (Charon) acquired in 2004, contributed significantly to this quarters growth. Continued growth in DSL high-speed Internet access services and VAS also contributed to data revenue growth. Subscriptions to VAS increased by 10,000 this quarter, ending the quarter with 93,000 subscribers. Long distance revenues declined due to significant competitive pricing pressures and the weakening of our payphone business. Local and access revenues were also lower in our payphone business. Bell WestBell West continued to grow its customer base leading to increases in local and access and long distance revenues this quarter. However, data revenues decreased, reflecting lower construction revenue compared with last year from a contract to build a next generation network for the Government of Alberta (GOA). Group Telecom
In November 2004, we acquired the Canadian operations of 360networks Corporation (360networks) as well as certain U.S. network assets. This acquisition increased our customer base and gave us an extensive fibre network
across major cities in Western Canada. Business operating income
Business segment operating income this quarter was $240 million, or 0.4% lower than the same period last year, as higher amortization expenses and net benefits plans costs more than offset strong EBITDA growth from
revenue gains and the impact of cost savings initiatives. |
Aliant revenues
Aliant segment revenues of $524 million for the quarter increased 4.0% compared with the same period last year. Strong growth in wireless and Internet services and IT and other product sales for the quarter offset
declines in other areas due to regulatory restrictions, which relate to bundling and packaging of local service with other non-regulated services and to limitations in customer win-back promotions, and the impacts of competition. Aliant operating incomeAliant's operating income for the first quarter was $87 million reflecting an increase of $5 million, or 6.1%, compared with the same period last year reflecting revenue growth partially offset by the impact of the Canadian Radio-television and Telecommunications Commissions (CRTC) decision with respect to Competitor Digital Network services (the CDN decision) and an increase in pension and other post-employment benefits cost. The CDN decision has led to the lowering of prices of many services provided to competitors on a going forward basis. Operating expense increases required to drive revenue growth were offset by sound expense management, including the productivity savings from Aliants 2004 voluntary early retirement incentive program. |
Other Bell Canada revenuesOther Bell Canada segment revenues for the quarter were $479 million, or 1.1% higher compared with the same period last year. Our wholesale unit had higher revenues resulting from the acquisition of the wholesale portion of 360networks in the fourth quarter of last year partly offset by lower revenues resulting from the CDN decision. This increase also reflects a favourable ruling by the CRTC with respect to subsidies for serving high cost areas at Télébec. Other Bell Canada operating incomeOperating income for the Other Bell Canada segment was $129 million this quarter, or 16.2% higher than Q1 2004. Cost savings initiatives and the impact of the favourable high-cost serving area ruling for Télébec, offset the impact of the CDN decision to our wholesale unit. Operating income also reflects the positive impact of a $25 million credit for the reversal of restructuring provisions that were no longer necessary, since the actual payments were lower than expected, partly offset by a $19 million charge for relocating employees and closing real estate facilities that are no longer needed because of the employee departure program.
Other BCE revenues
|
| % | ||||||||
| Q1 2005 | Q1 2004 | CHANGE | ||||||
|
|
||||||||
| Bell Globemedia | 356 | 342 | 4.1% | |||||
| Telesat | 108 | 84 | 28.6% | |||||
| CGI | 273 | 214 | 27.6% | |||||
| Other | 11 | 11 | 0.0% | |||||
|
|
||||||||
| Other BCE revenues | 748 | 651 | 14.9% | |||||
|
|
||||||||
|
|
||||||||
|
Revenues from the Other BCE segment for the first quarter of the year were $748 million or 14.9% higher than Q1 2004. This increase reflects higher revenues at Bell Globemedia, Telesat and CGI. Other BCE operating income
Operating income for the Other BCE segment grew by 65% this quarter to $84 million driven by growth in operating income in Bell Globemedia, Telesat and CGI. |
|
Product Line Analysis
|
||||||||
| % | ||||||||
| Q1 2005 | Q1 2004 | CHANGE | ||||||
|
|
||||||||
|
Local and access |
1,368 | 1,379 | (0.8% | ) | ||||
|
Long distance |
538 | 606 | (11.2% | ) | ||||
|
Wireless |
713 | 651 | 9.5% | |||||
|
Data |
951 | 892 | 6.6% | |||||
|
Video |
221 | 207 | 6.8% | |||||
|
Terminal sales and other |
418 | 371 | 12.7% | |||||
|
|
||||||||
|
Total Bell Canada Consolidated |
4,209 | 4,106 | 2.5% | |||||
|
|
||||||||
|
|
||||||||
|
||||||||
| % | ||||||||
| Q1 2005 | Q1 2004 | CHANGE | ||||||
|
|
||||||||
| ARPU ($/month) | 46 | 47 | (2.1% | ) | ||||
|
Postpaid |
57 | 59 | (3.4% | ) | ||||
|
Prepaid |
11 | 11 | 0.0% | |||||
| Cellular & PCS Gross | ||||||||
|
Activations (k) |
277 | 261 | 6.1% | |||||
|
Postpaid |
193 | 204 | (5.4% | ) | ||||
|
Prepaid |
84 | 57 | 47.4% | |||||
|
Churn (average per month) |
1.6% | 1.3% | (0.3 pts | ) | ||||
|
Postpaid |
1.6% | 1.1% | (0.5 pts | ) | ||||
|
Prepaid |
1.8% | 1.7% | (0.1 pts | ) | ||||
| Cellular & PCS Net | ||||||||
|
Activations (k) (1) |
37 | 92 | (59.8% | ) | ||||
|
Postpaid (1) |
(5 | ) | 69 | n.m. | ||||
|
Prepaid (1) |
42 | 23 | 82.6% | |||||
| Cellular & PCS | ||||||||
|
Subscribers (k) |
4,962 | 4,504 | 10.2% | |||||
|
Postpaid |
3,719 | 3,422 | 8.7% | |||||
|
Prepaid |
1,243 | 1,082 | 14.9% | |||||
|
|
||||||||
|
|
||||||||
| n.m.: not meaningful | ||||||||
|
(1) |
We added 82,000 new customers in Q1 2005 (40,000 postpaid customers and 42,000 prepaid customers) and cancelled 45,000 non-paying postpaid customer accounts.
|
|
Wireless service revenues of $713 million for the quarter represented an increase of 9.5%, compared with the first quarter of 2004. This year-over-year improvement was driven by subscriber growth of 10.2%, partly
offset by a decline in blended ARPU. Data
Data revenues of $951 million in Q1 2005 increased by 6.6% compared with the same period last year, reflecting our highest rate of data revenue growth since Q2 2002. The improvement was a result of growth in high-speed
Internet, VAS, and IP-based services, which more than offset declines from lower construction revenues from the GOA contract, legacy data revenues and price competition. Our growth in VAS was in part due to the various business acquisitions
completed over the last twelve months. VideoSee discussion under Consumer Segment. Terminal sales and otherTerminal sales and other revenues were $418 million this quarter, or 12.7% higher than the same period last year, reflecting growth in Aliants equipment sales. Our revenue growth also reflects the impact of several business acquisitions. Other ItemsOther incomeOther income decreased 81% or $29 million to $7 million in Q1 2005, compared to Q1 2004, reflecting decreases in:
Interest expenseInterest expense declined 2.0% or $5 million to $247 million in Q1 2005, compared to Q1 2004. This was a result of lower average debt levels, mainly from the net debt repayments made in the last twelve months. Income taxesIncome taxes increased 3.4% or $9 million to $271 million in Q1 2005, compared to Q1 2004. The increase was primarily from higher pre-tax earnings. The effective tax rate was 32.8% in Q1 2005 and 33.0% in Q1 2004. Non-controlling interestNon-controlling interest increased 31% or $15 million to $63 million in Q1 2005, compared to Q1 2004. The increase was mainly a result of:
|
|
Financial and Capital Management |
Financial and Capital Management
Capital Structure
|
|||||
| Q1 2005 | Q4 2004 | |||||
|
|
||||||
|
Debt due within one year |
1,428 | 1,276 | ||||
|
Long-term debt |
12,280 | 11,809 | ||||
|
Less: Cash and cash equivalents |
(526 | ) | (380 | ) | ||
|
|
||||||
|
Total net debt |
13,182 | 12,705 | ||||
|
Non-controlling interest |
2,914 | 2,908 | ||||
|
Total shareholders equity |
14,208 | 14,024 | ||||
|
|
||||||
|
Total capitalization |
30,304 | 29,637 | ||||
|
|
||||||
|
Net debt to capitalization |
43.5% | 42.9% | ||||
|
|
||||||
|
Outstanding share data (in millions) |
||||||
|
Common shares |
926.4 | 925.9 | ||||
|
Stock options |
28.2 | 28.5 | ||||
|
|
||||||
|
|
||||||
|
Cash FlowsThe table below is a summary of the flow of cash into and out of BCE in Q1 2005 and Q1 2004. |
||||||
|
Recent Developments in Legal Proceedings |
|
Recent Developments in Legal ProceedingsLawsuits related to Teleglobe Inc. (Teleglobe)Teleglobe Lending Syndicate LawsuitAs indicated in the BCE 2004 AIF, a lawsuit was filed in the Ontario Superior Court of Justice on July 12, 2002 against BCE Inc. by certain of the members of the Teleglobe and Teleglobe Holdings (U.S.) Corporation lending syndicate. BNP Paribas (Canada), which had advanced approximately US $50 million to Teleglobe, notified BCE Inc. that it will shortly file a notice of discontinuance with the Court and will therefore no longer be a plaintiff in this action. Following such discontinuance, the damages sought by the remaining plaintiffs will amount to approximately US $1.04 billion (down from approximately US $1.09 billion), plus interest and costs, representing approximately 83% (down from approximately 87%) of the US $1.25 billion that the members of the lending syndicate advanced to Teleglobe and Teleglobe Holdings (U.S.) Corporation. BNP Paribas (Canada) LawsuitAs indicated in the BCE 2004 AIF, a lawsuit was filed by BNP Paribas (Canada) in the Ontario Superior Court of Justice on December 23, 2004 against BCE Inc. and five former directors of Teleglobe. The statement of claim was finally served on the defendants, subject to their right of challenging jurisdiction, on April 15, 2005. Teleglobe Unsecured Creditors Lawsuit
As indicated in the BCE 2004 AIF, a lawsuit was filed in the United States Bankruptcy Court for the District of Delaware against BCE Inc. and the former directors and officers of Teleglobe and certain of its
subsidiaries on May 26, 2004. The plaintiffs are comprised of Teleglobe Communications Corporation, certain of its affiliated debtors and debtors in possession, and the Official Committee of Unsecured Creditors of these debtors. The action is now
pending in the District Court for the District of Delaware. Lawsuit related to Bell Globemedia
As indicated in the BCE 2004 AIF, on February 5, 2001, Bell Globemedia Publishing Inc., a subsidiary of Bell
Globemedia, was added as a defendant to a class action lawsuit relating to copyright infringement. The claim
is that The Globe and Mail newspaper and magazines do not have the right to archive and publish certain freelanced and employee material from the newspaper or magazines in any format other than print. In 2001, the Ontario Superior Court of Justice
rejected the plaintiffs motion for partial summary judgment (including the rejection of a requested injunction at this stage) on certain proposed common
issues.
|
|
Risks That Could Affect Our Business For a more complete description of the risks that could affect our business, please see the section entitled Risks That Could Affect Our Business set out on pages 32 to 41 of the BCE 2004 AIF filed by BCE Inc. with the Canadian securities commissions (available on BCE Inc.s site at www.bce.ca and on SEDAR at www.sedar.com) and with the U.S. Securities and Exchange Commission (SEC) under Form 40-F (available on EDGAR at www.sec.gov), as updated in this MD&A. Please also refer to the BCE 2004 AIF for a detailed description of:
Please see Recent Developments in Legal Proceedings in this MD&A for a description of new legal proceedings involving us and of recent developments, since the BCE 2004 AIF, in the principal legal proceedings involving us. In addition, please see Updates to the Description of Risks in this MD&A for a description of recent developments, since the BCE 2004 AIF, in the principal regulatory initiatives and proceedings concerning the Bell Canada companies. |
|
Risks That Could Affect Our Business
A risk is the possibility that an event might happen in the future that could have a negative effect on the financial condition, results of operations or business of one or more BCE group companies. Part of managing
our business is to understand what these potential risks could be and to minimize them where we can.
Updates to the Description of RisksThe following are updates to the description of risks contained in the section entitled Risks That Could Affect Our Business set out on pages 32 to 41 of the BCE 2004 AIF. For ease of reference, the updates to the description of risks below have been presented under the same headings and in the same order contained in the section entitled Risks That Could Affect Our Business set out in the BCE 2004 AIF. Risks That Could Affect All BCE Group CompaniesRenegotiating labour agreementsOn April 30, 2005, Bell Canada completed the purchase of all the issued and outstanding shares that it did not already own of Entourage Technology Solutions Inc. (Entourage), its installation and repair supplier. Entourage has 1,400 technicians in Ontario and 900 technicians in Québec, all unionized with the Communications Energy and Paperworkers Union (CEP). The collective agreements between Entourage and the CEP expired on September 30, 2004 and the Ontario technicians went on strike on March 24, 2005. During the week of April 4, 2005, a final offer was made to both the Ontario and Québec technicians. The offer was rejected by the Ontario technicians who continue to be on strike, while the Québec technicians approved the new collective agreement. Although Bell Canada has implemented a number of measures seeking to minimize disruptions and ensure that customers continue to receive normal service in Ontario, there is no assurance that service to Bell Canadas customers will not be adversely affected should the strike in Ontario continue. Software and system upgradesAs indicated in the BCE 2004 AIF, many aspects of the BCE group companies businesses including, but not limited to, customer billing, depend to a large extent on various IP systems and software, which must be improved and upgraded on a regular basis and replaced from time to time. For example, last year, Bell Mobility migrated its wireless customers to a new billing platform which provided additional features and functionality and which also enabled the consolidation of wireless into a single bill. As we addressed accounts receivable concerns related to this billing system migration in the first quarter of 2005, we cancelled a number of postpaid subscriber accounts which were in default of our credit policy, but to whom we had granted payment extensions or term payment options as a result of billing delays, and we increased our allowance for doubtful accounts. Although we believe that the adjustments made to our postpaid subscriber base in the first quarter of 2005 reflect non-paying subscriber accounts relating to our billing conversion, there is a risk that there could be additional cancellations of postpaid subscriber accounts, leading to a possible increase in churn and wireless bad debt expense.Risks That Could Affect Certain BCE Group CompaniesBell Canada companiesChanges to Wireline RegulationRetail quality of service indicatorsOn March 24, 2005, the CRTC released Decision 2005-17 which, among other things, established the rate adjustment plan to be applied when incumbent telephone companies do not meet mandated standards of quality of service provided to their retail customers. As a result of this decision, incumbent telephone companies are subject to a penalty mechanism when they do not meet one or more service standards for their retail services. For Bell Canada, the amount of the potential penalty could be as much as approximately $251 million annually. For the initial period of July 1, 2002 to December 31, 2004, Bell Canada was not required to pay any penalty. For Aliant, the CRTC determined that it did not meet certain service standards during the period January 1, 2004 to December 31, 2004. Aliant has applied to the CRTC for an exclusion from having to pay a penalty due to its labour disruption last year, as allowed for in the decision. Allstream and Call-Net application concerning customer-specific arrangementsAs indicated in the BCE 2004 AIF, on January 23, 2004, Allstream Inc. and Call-Net Enterprises Inc. filed a joint application asking the CRTC to order Bell Canada to stop providing service under any customer-specific arrangements that were filed with the CRTC but not yet approved. On April 7, 2005, the CRTC issued its decision denying their application. Application Seeking Consistent RegulationOn April 4, 2005, the CRTC issued a decision concerning the 9-1-1 obligations of VoIP service providers. The CRTC announced that it will issue its decision on the balance of the issues related to the regulatory framework for VoIP on or before May 12, 2005. Forbearance from regulation of local exchange servicesOn April 28, 2005, the CRTC issued a public notice asking for comments on a framework for forbearance from the regulation of residential and business local exchange services offered by the incumbent telephone companies. The rules resulting from this public notice are intended to clarify the conditions under which Bell Canada and the other incumbent telephone companies will be able to seek regulatory forbearance for local exchange services. The CRTC will also address Aliant’s April 2004 application which requested forbearance from the regulation of specified residential wireline local services in 32 exchanges. The CRTC plans to issue a decision in March 2006. Bell Canada’s and the other incumbent telephone companies’ flexibility to compete could be adversely affected in the event that the CRTC, in its decision, establishes onerous conditions to be satisfied in order for the incumbent telephone companies to obtain regulatory forbearance of residential and business local exchange services. Price floor safeguards for retail servicesOn
April 29, 2005, the CRTC issued its decision on price floor safeguards (minimum
prices for the regulated services of incumbent telephone companies) and other
related issues. In this decision, the CRTC rejected most of its preliminary
proposals (set out in its October 23, 2003 public notice on changes to minimum
prices) to change the pricing and bundling rules that apply to the incumbent
telephone companies and modified others. The CRTC’s preliminary proposals, if
implemented, would have resulted in significantly higher price floors for
services offered to residential, small and medium business and enterprise
customers. The CRTC also denied an application by Rogers Communications
Inc. to prohibit the incumbent telephone companies from bundling residential
tariffed services with forborne services. Wireless Number PortabilityAs indicated in the BCE 2004 AIF, the Government of Canada in its Budget 2005 announced that it intended to ask the CRTC to implement in Canada wireless number portability, which will enable customers to retain the same phone number when changing service provider within the same local serving area. The Government of Canada has defined wireless number portability as including the ability for customers to retain their telephone number when changing from wireline to wireless service providers and vice versa, as well as when changing between wireless service providers. On April 21, 2005, the Canadian Wireless Telecommunications Association (CWTA), of which Bell Mobility is a member, announced that the members of the CWTA agreed to implement wireless number portability in Canada. The CWTA also announced that it will contract an independent consultant to develop an implementation plan, expected to be completed by September 1, 2005. Bell ExpressVuOn March 31, 2005, the Québec Superior Court overruled the Court of Québecs decision in R. v. DArgy and Theriault and upheld the constitutional validity of the provisions of the Radiocommunication Act (Canada) making it a criminal offence to manufacture, offer for sale or sell any device used to decode an encrypted subscription signal relating to the unauthorized reception of satellite signals. The defendants have been granted leave to appeal the ruling of the Québec Superior Court to the Québec Court of Appeal. TelesatTelesat has placed launch insurance and one year of in-orbit insurance for Anik F1R covering its approximate book value. Our Accounting Policies
We have prepared our consolidated financial statements according to Canadian
GAAP. See Note 1 to the consolidated financial statements for more information about the accounting principles we used to prepare our
financial statements. |