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  Financial and Capital Management

Financial and Capital Management
This section tells you how we manage our cash and capital resources to carry out our strategy and deliver financial results. It provides an analysis of our financial condition, cash flows and liquidity on a consolidated basis.

 

Capital Structure


 

Q3 2005   Q4 2004  

Debt due within one year 

1,263   1,276  

Long-term debt 

12,630   11,809  

Less: Cash and cash equivalents 

(475 )  (380

Total net debt 

13,418   12,705  

Non-controlling interest 

2,892   2,908  

Total shareholders’ equity 

14,610   14,024  

Total capitalization 

30,920   29,637  

Net debt to capitalization 

43.4%
42.9%

Outstanding share data (in millions)





Common shares 

927.3   925.9  

Stock options 

26.9   28.5  



Our net debt to capitalization ratio was 43.4% at the end of Q3 2005, compared to 42.9% at the end of 2004. This resulted from higher net debt, partly offset by an increase in total shareholders’ equity.
     Net debt increased by $713 million to $13,418 million in the first nine months of 2005. The increase is attributed to $450 million of obligations under capital leases relating to the renewal of a number of lease financing arrangements and $396 million in cash invested in business acquisitions and other investments.
     Total shareholders’ equity increased $586 million to $14,610 million in the first nine months of 2005. This represents net earnings after the dividends we declared on common and preferred shares in the first nine months of 2005.


Cash Flows

The table below is a summary of the flow of cash in to and out of BCE.

 
 
  YTD   YTD  

Q3 2005   Q3 2004   2005   2004  

Cash flows from operating activities 

1,686   1,828   4,075   4,212  

Capital expenditures 

(968 )  (811

)

(2,619

)

(2,318

Other investing activities 

  (2 (26 )  133  

Cash dividends paid on common shares 

(306 )  (277 (889 )  (831

Cash dividends paid  on preferred shares 

(21 )  (21 (64 )  (64

Cash dividends paid by subsidiaries to non-controlling interest 

(47 )  (44 (157 )  (139

Free cash flow 

344   673   320   993  

 

Business acquisitions 

(62 )  (646 (180 )  (952

Business dispositions 

  4     20  

Increase in investments 

(75 )  (12 (216 )  (20

Decrease in investments 

  707   7   713  

Net issuance of equity instruments 

12   8   25   16  

Net issuance (repayment) of debt instruments 

(76 )  85   270   (217

Financing activities of subsidiaries with third parties 

(21 )  (4 (59 )  (51

Other financing activities 

(27 )  (18 (82 )  (34

Cash provided by discontinued operations 

  12   10   196  

Net increase in cash and cash equivalents 

95   809   95   664  



Cash from operating activities

Cash from operating activities decreased 7.8%, or $142 million, to $1,686 million in Q3 2005, compared to Q3 2004. This was mainly a result of:

  • a decrease in receipts from securitization of accounts receivable of $145 million 

  • a $75 million settlement payment from MTS in Q3 2004

partly offset by:
  • a decrease in taxes paid of $107 million resulting from a refund received in Q3 2005.

Cash from operating activities decreased 3.3%, or $137 million, to $4,075 million in the first nine months of 2005. Year-to-date cash from operating activities was further impacted by:

  • an increase of $106 million in payments relating to the employee departure programs at Bell Canada and Aliant 

  • an increase of $83 million in pension and other benefit plan payments, due mainly to Aliant’s voluntary contribution of $60 million in Q1 2005

  • a net increase in income taxes paid of $61 million, primarily related to the final instalment for 2004 paid in Q1 2005

which were substantially offset by:

  • an improvement in cash earnings coming from higher EBITDA

  • an improvement in accounts receivable collections, partly due to 2004 being impacted negatively by the implementation of a new wireless billing platform.

Free cash flow

Our free cash flow this quarter was $344 million, down from free cash flow of $673 million in the third quarter of last year. The decrease is due mainly to:

  • a decrease of $142 million in cash from operating activities, as described above

  • an increase in capital expenditures of $157 million 

  • an increase in dividends paid of $32 million.

Year-to-date free cash flow of $320 million, down from free cash flow of $993 million, was impacted further by Telesat insurance proceeds of $179 million received in the first nine months of 2004.

Capital expenditures

Capital expenditures were $968 million in Q3 2005, or 20.0% of revenues. This was 19.4% higher than the capital expenditures of $811 million, or 17.0% of revenues, in Q3 2004. On a year-to-date basis, capital expenditures were $2,619 million in the first nine months of 2005, or 17.7% of revenues. This was 13.0% higher than the capital expenditures of $2,318 million, or 16.3% of revenues, in the same period last year. The increases reflect the strategic investments in the Consumer segment, which include the FTTN expansion, the initial deployment of EVDO in certain of our markets, information technology (IT) efficiency projects to deliver cost savings, growth-related spending to support higher customer demand, as well as a return to more normal spending levels at Aliant after its labour disruption in 2004.

Other investing activities

Cash from other investing activities increased by $2 million in Q3 2005, compared to Q3 2004, and decreased by $159 million in the first nine months of 2005, compared to the same period last year. In 2004, cash from other investing activities included insurance proceeds that Telesat received for a malfunction on the Anik F1 satellite, amounting to $136 million in Q2 2004 and $179 million in the first nine months of 2004.

Cash dividends paid on common shares

We paid a dividend of $0.33 per common share in Q3 2005, which is $0.03 more than the dividend we paid in Q3 2004. On a year-to-date basis, we paid $0.99 per common share in the first nine months of 2005, compared to $0.90 per common share in the same period in 2004.
     In December 2004, the board of directors of BCE Inc. approved an increase of 10% or $0.12 per common share in the annual dividend on BCE Inc.’s common shares. As a result, starting with the quarterly dividend paid on April 15, 2005, we expect to pay quarterly dividends on BCE Inc.’s common shares of approximately $306 million, based on the revised dividend policy. This assumes that there are no significant changes in the number of outstanding common shares. The total quarterly dividends equal $0.33 per common share, based on approximately 927 million common shares outstanding at September 30, 2005.

Business acquisitions

We invested $62 million in business acquisitions in Q3 2005 and $180 million in the first nine months of 2005. This consisted mainly of Bell Canada’s acquisition of Nexxlink in the first half of the year, for $68 million and a number of other businesses.
     We invested $646 million in business acquisitions in Q3 2004 and $952 million in the first nine months of 2004. This consisted of:

  • our purchase of MTS’ 40% interest in Bell West in Q3 2004 for $646 million to give Bell Canada 100% ownership of Bell West 

  • our 28.9% proportionate share of the cash paid for CGI’s acquisition of American Management Systems Incorporated (AMS) for $168 million

  • Bell Canada’s purchase of:

  • a 100% interest in Infostream Technologies Inc.

  • 100% of the assets required to carry on the business of Charon Systems Inc.

  • a 100% interest in Accutel Conferencing Systems Inc. (Canada) and certain branches of Accutel Conferencing Systems (U.S.)

  • a 75.8% interest in Elix Inc.

Increase in investments

Cash flows used for investments increased by $63 million to $75 million in Q3 2005, compared to the same period last year, due to an increase in highly liquid short-term investments.
     On a year-to-date basis, cash flows used for investments increased by $196 million to $216 million for the first nine months of 2005, compared to the same period last year. Year-to-date investment activity in 2005 reflects an investment by Bell Canada in Q1 2005 of US $100 million, for an approximate 12% interest, in Clearwire Corporation, a privately held company that offers advanced IP-based wireless broadband communications services.

Debt instruments

We repaid $76 million of debt, net of issues, in Q3 2005. The repayments included $150 million in debentures at Bell Canada, decreased borrowings in notes payable and bank advances of $65 million, and a $25 million reduction in Bell  Globemedia’s borrowings under its credit facilities. The issuances consisted of $200 million in debentures at Bell Canada.
     On a year-to-date basis in 2005, we issued $270 million of debt, net of repayments. The issuances included $900 million in debentures at Bell Canada and $150 million in medium-term notes at Aliant. The repayments included $750 million in debentures at Bell Canada.
     We issued $85 million of debt, net of repayments, in Q3 2004. The issues included a net increase of $173 million in notes payable and bank advances. The repayments included a $60 million reduction in Bell  Globemedia’s borrowings under its credit facilities.
     On a year-to-date basis in 2004, we repaid $217 million of debt, net of issues. The issuances were mainly at Bell Canada, which issued $450 million in debentures, and Bell Globemedia, which issued $300 million of senior notes and drew $50 million under its credit facilities. BCE Inc. repaid $351 million in retractable preferred shares and Bell Canada repaid $624 million in debentures and $114 million of bank debt.

Cash relating to discontinued operations

Cash provided by discontinued operations was $196 million in the first nine months of 2004. This consisted mainly of net cash proceeds of $315 million from the sale of Emergis and $285 million from the sale of Emergis’ U.S. health operations and $96 million of cash generated from Emergis’ operations. This was partly offset by the deconsolidation of Emergis’ cash on hand of $512 million at December 31, 2003.

Credit Ratings

The table below lists our key credit ratings at November 1, 2005. On May 4, 2005, S&P(1) and DBRS(2) confirmed their ratings for BCE Inc. and Bell Canada, but revised their outlooks from stable to negative. On May 16, 2005, Moody’s(3) confirmed its ratings for BCE Inc. and Bell Canada, but revised its outlook from stable to negative.

 

    BCE INC.            BELL CANADA     

 

S&P    DBRS    MOODY’S    S&P    DBRS    MOODY’S 

Commercial paper 

A-1 (mid)    R-1 (low) / stable    P-2 / stable    A-1 (mid)    R-1 (mid) / negative    P-2 / stable 

Extendable commercial notes 

A-1 (mid)    R-1 (low) / stable    –    A-1 (mid)    R-1 (mid) / negative    – 

Long-term debt 

A- / negative    A / negative    Baa1 / negative    A / negative    A (high) / negative    A3 / negative 

Preferred shares 

P-2 (high)    Pfd-2 / negative    –    P-2 (high)    Pfd-2 (high) / negative    – 


(1) Standard & Poor’s, a division of The McGraw Hill Companies, Inc.
(2) Dominion Bond Rating Services Limited
(3) Moody’s Investors Service Inc.

Related Party Transaction

BCI loss utilization transaction

On April 15, 2005, 3787915 Canada Inc., a wholly-owned subsidiary of Bell Canada, acquired $17 billion in preferred shares from 3787923 Canada Inc., a wholly-owned subsidiary of BCI. 3787923 Canada Inc. used the proceeds to advance $17 billion to BCI through a subordinated interest-free loan. BCI then advanced $17 billion to 3787915 Canada Inc. by way of a subordinated interest-bearing demand loan, the funds being used to repay a daylight loan granted to 3787915 Canada Inc. to make the initial preferred share investment. The dividend rate on the preferred shares was equal to 5.1%, which was essentially the same as the interest rate on the loan.
     3787915 Canada Inc. had the legal right and intention to offset the demand loan payable to BCI and the investment in preferred shares of 3787923 Canada Inc. As a result, these items and the related interest expense and dividend income were presented on a net basis. The tax savings of $99 million, resulting from the interest expense, were presented as a reduction of income tax expense.
     This transaction was unwound on August 18, 2005, and was part of a tax loss consolidation strategy that followed the transaction steps laid out in an advance tax ruling granted by the Canada Revenue Agency to Bell  Canada and BCI. The transaction also received the approval of the Ontario Superior Court of Justice, which is supervising BCI’s voluntary plan of arrangement pursuant to which BCI is monetizing its assets and resolving outstanding claims against it, with the ultimate objective of distributing the net proceeds to its shareholders and dissolving the company.
     BCI will be compensated for the use of its losses by Bell Canada through a capital contribution of $87 million that will be made by BCE Inc. for 88% of the tax savings. BCE Inc.’s ownership interest in BCI remains at 62%. As a result:

  • BCE Inc.’s carrying value of its investment in BCI was increased to reflect the increase in BCE Inc.’s share of the expected proceeds upon BCI’s eventual liquidation 

  • a charge to other income was recorded to reflect the non-controlling interest’s portion of the capital contribution to be made by BCE Inc.

Liquidity

Our sources of liquidity and cash requirements remain substantially unchanged from those described in the BCE 2004 MD&A.

Commitment under the deferral account

The deferral account resulted from the CRTC’s second price cap decision of May 2002, which requires us to fund initiatives such as service improvements, reduced customer rates and/or customer rebates. We estimate our commitment under the deferral account to be approximately $148 million at September 30, 2005 and anticipate that it will be reduced to approximately $130 million by December 31, 2005, primarily due to the impact of the CDN decision. We expect to clear most of this amount in 2006 by implementing the initiatives that are approved by the CRTC for this purpose.


Recent Developments in Legal Proceedings
This section provides a description of recent developments in certain of the legal proceedings involving BCE described in the BCE 2004 AIF, filed by BCE Inc. with the Canadian securities commissions (available on BCE Inc.’s website 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 subsequently updated in BCE Inc.’s 2005 First Quarter MD&A dated May 3, 2005 (BCE 2005 First Quarter MD&A) and BCE Inc.’s 2005 Second Quarter MD&A dated August 2, 2005 (BCE 2005 Second Quarter MD&A) also filed by BCE Inc. with the Canadian securities commissions (available on BCE Inc.’s website and on SEDAR) and with the SEC under Form 6-K (available on EDGAR).


Recent Developments in Legal Proceedings

Lawsuits related to Bell Canada International Inc. (BCI)

6.75% and 6.50% Debenture holders lawsuit

On September 1, 2005, BCE and BCI announced that the Ontario Superior Court of Justice (Court) had approved the agreement reached on August 18, 2005 dismissing a class action lawsuit by former holders of BCI’s $250 million 6.75% convertible unsecured subordinated debentures against BCI, BCE and certain current and former directors of BCI. The Court approval provided for the dismissal of the action as against all defendants and completely disposed of the litigation without any payment by any such defendants in respect of damages.
     A similar action commenced by the Caisse de dépôt et placement du Québec (Caisse) with respect to the Caisse’s holdings of BCI’s $150 million 6.50% convertible unsecured subordinated debentures has been disposed of on the same basis, pursuant to an agreement previously reached with the Caisse and approved by the Court.


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