##### 



Exhibit 99.3 FORM 51-102F4
BUSINESS ACQUISITION REPORT Item 1 Identity of Company  1.1
    Name and Address of CompanyRogers Communications Inc.
333 Bloor Street East
10th Floor
Toronto, Ontario
M4W 1G91.2
    Executive OfficerBruce Mann
Vice President, Investor Relations
(416) 935-3532 Item 2 Details of Acquisition  2.1
    Nature of Business AcquiredOn September 13, 2004, Rogers Communications Inc. (RCI or the Company) entered into an
agreement with JVII General Partnership (JVII), a general partnership wholly-owned by AT&T
Wireless Services, Inc. (AT&T Wireless), which is now owned by Cingular Wireless
Corporation, whereby the Company agreed to purchase all of AT&T Wireless 48,594,172 shares
of Rogers Wireless Communications Inc. (RWCI) for a cash purchase price of $36.37 per
share, totaling approximately $1,767.0 million. As a result of this transaction, the
Companys ownership interest in RWCI increased from approximately 55.3% to approximately
89.2% as at the date of acquisition on October 13, 2004.On November 11, 2004, the RCI board of directors authorized RCI to launch an exchange offer
for any and all of the outstanding Class B Restricted Voting shares of RWCI (RWCI Class B
Restricted Voting shares) owned by the public with the consideration being 1.75 Class B
Non-Voting shares of RCI for each RWCI Class B Restricted Voting share held.On November 25, 2004, RCI mailed its exchange offer to RWCIs minority shareholders. The
exchange offer expires at midnight (local time) on December 30, 2004.RWCI, through its wholly-owned subsidiary Rogers Wireless Inc. (RWI), operates Canadas
largest integrated wireless voice and data network, providing advanced voice and wireless
data solutions to customers from coast to coast on its GSM/GPRS network, the world standard
for wireless communications technology.On November 9, 2004, RWI acquired Microcell Telecommunications Inc. (Microcell), a major
provider of wireless telecommunications services in Canada for approximately $1.4 billion.
Based on the tests as specified in National Instrument 51-102, Microcell does not meet the
requisite level of significance at the consolidated level of the Company. As such, the
Company is not required to file a business acquisition report related to the Microcell
acquisition. However, given the magnitude of the transaction, the Company has reflected the
acquisition of Microcell in the unaudited pro forma consolidated financial statements
included herein. As disclosed in note 3 to the unaudited pro forma consolidated financial
statements included herein, the allocation of the purchase price of Microcell is preliminary
and subject to change.The Microcell acquisition does meet the requisite level of significance for both RWCI, a
subsidiary of the Company, and RWI, a wholly-owned subsidiary of RWCI, therefore requiring
these companies to file business acquisition reports specific to the Microcell transaction.




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##### 



2.2
    Date of AcquisitionOctober 13, 20042.3
    ConsiderationOn September 13, 2004, the Company entered into an agreement with JVII General Partnership
(JVII), a partnership owned wholly-owned by AT&T Wireless Services, which is now owned by
Cingular Wireless Corporation, whereby the Company agreed to purchase all of AT&T Wireless
48,594,172 shares of RWCI for a cash purchase price of $36.37 per share totaling
approximately $1,767.0 million. As a result of this transaction, the Companys ownership
interest in RWCI increased from approximately 55.3% to approximately 89.2% at October 31,
2004. The purchase price allocation is preliminary at this stage.The Company funded the cash purchase price for the RWCI shares through a $1.75 billion
secured bridge credit facility with a term of up to two years to October 12, 2006 and from
cash on hand. It is the Companys intention that RWI will refinance the bridge financing
facility. RWI intends to make a $1.75 billion distribution as a return of capital to RWCI.
RWCI is reviewing the various methods of transferring the $1.75 billion distribution to it
shareholders, so the Company will have adequate funds to repay its $1.75 billion bridge
credit facility. In connection with these transactions, RWI announced on November 19, 2004
that it had priced a private placement of notes in the aggregate principal amount of
US$2,356,000,000. This offering was completed on November 30, 2004. RWI estimates that its
net proceeds from this issuance were approximately Cdn$2,782.9 million after deduction of
expenses and commissions based on the noon exchange rate as reported by the Federal Reserve
Bank of New York on November 19, 2004 of US$1.00 = Cdn$1.1928. RWI has used a portion of the
net proceeds to repay the $850.0 million outstanding under, and to permanently cancel, the
bridge loan from the Company and to repay the advances outstanding under the amended bank
credit facility. RWI intends to use the remaining net proceeds, together with advances under
the amended bank credit facility, to make a $1.75 billion distribution as a return of capital
to RWCI.On December 17, 2004, RWCI and the Company announced that the board of directors of RWCI has
approved a loan of up to $1.4 billion from RWCI to the Company. The loan will be made by RWCI
from cash on hand resulting from a return of capital from RWI. The Company intends to use the
$1.4 billion proceeds from the loan, together with $350 million from cash on hand, to
permanently repay the Companys $1.75 billion bridge credit facility.A special committee of independent directors of RWCI concluded that making this loan to the
Company is in the best interests of RWCI and recommended that the board of directors of RWCI
approve the making of the loan.The loan to the Company will be advanced on December 31, 2004 and will mature on October 16,
2006. The loan must be repaid in whole or in part before the maturity date in certain
circumstances including from the proceeds of any shareholder distributions by RWCI to the
Company or to its wholly-owned subsidiary, RWCI Acquisition Inc. The loan will be secured by
a pledge of shares of Rogers Cable Inc. and of shares of RWCI Acquisition Inc. which holds
48,594,172 RWCI Class B Restricted Voting Shares.RWCI has disclosed that it is reviewing the various methods of transferring $1.75 billion to
its shareholders, so that the Company would have adequate funds to repay its $1.75 billion
bridge credit facility. RWCI has stated that a determination of the method of such a
distribution, including the timing thereof, would not take place until following completion
by the Company of its offer to acquire all of the outstanding RWCI Class B Restricted Voting
Shares held by the public. The Companys offer is currently scheduled to expire on December
30, 2004. RWCI is continuing to review the various methods of effecting such a distribution.On November 11, 2004, the RCI board of directors authorized RCI to launch an exchange offer
for any and all of the outstanding RWCI Class B Restricted Voting shares owned by the public
with the consideration being 1.75 RCI Class B Non-Voting shares for each RWCI Class B
Restricted Voting share held. RCI currently owns 100% of the RWCI
Class A Multiple Voting shares and approximately 80.9% of the RWCI Class B Restricted Voting shares, representing an
approximate 89.2% equity interest and an approximate 97.8% voting interest in RWCI.On November 25, 2004, RCI mailed its exchange offer to RWCIs minority shareholders. The
exchange offer expires at




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##### 



midnight (local time) on December 30, 2004.2.4
    Effect on Financial PositionThe Company has no plans or proposals for any material changes in the
business of RWCI as a result of the acquisition that would have a
significant effect on the results of operations or financial position
of the Company.On November 25, 2004, the Company and RCI Acquisition Inc. made an
offer to purchase (the Offer) all of the outstanding RWCI Class B
Restricted Voting shares not already owned by the Company and its
affiliates in exchange for 1.75 Class B Non-Voting shares of the
Company for each RWCI Class B Restricted Voting share.If the Company completes the Offer but does not then own 100% of the
RWCI Class B Restricted Voting shares, the Company currently intends,
depending on the number of RWCI Class B Restricted Voting shares
acquired, to acquire all remaining RWCI Class B Restricted Voting
shares not then owned by the Company and its affiliates through a
second-step transaction as described below.If more than 90% of the outstanding RWCI Class B Restricted Voting shares not currently owned
by the Company and its affiliates are purchased by the Company and RWCI Acquisition Inc. in
the Offer, the Company intends to execute a compulsory acquisition pursuant to section 206 of
the Canada Business Corporations Act. A compulsory acquisition would not require a
shareholder vote of RWCI. If a compulsory acquisition is not available but the Company and
its affiliates own 90% or more of the outstanding RWCI Class B Restricted Voting shares, the
Company currently intends to effect a subsequent acquisition transaction, such as an
amalgamation, arrangement or share consolidation. Such a subsequent acquisition transaction
would require the approval of a simple majority of the votes cast by holders of such RWCI
Class B Restricted Voting shares, other than the Company and its affiliates, except if the
Company and its affiliates own 90% or more of such shares and a dissent and appraisal remedy
is available. In the event the Company does not acquire sufficient RWCI Class B Restricted
Voting shares in order to carry out a subsequent acquisition transaction, but becomes the
holder of 90% or more of the outstanding RWCI Class B Restricted Voting shares, the Company
may at that time decide to initiate a subsequent acquisition transaction.
A plan has been developed to restructure and integrate the operations of Microcell. As a
result of the restructuring and integration, it is expected that severance and other employee
related costs, as well as costs to consolidate facilities, systems and operations will be
incurred as disclosed in note 5 to the unaudited pro forma consolidated financial statements
as included herein. These costs are managements preliminary estimates and take into account
all relevant information to-date. The actual integration costs may vary materially from such
estimates.2.5
    Prior ValuationsNone2.6
    Parties to TransactionThe Company acquired the RWCI Class B Restricted Voting shares from JVII, which is not an
informed person, associate or affiliate of the Company.2.7
    Date of ReportDecember 24, 2004 Item 3 Financial Statements  (a)
    Exhibit A heretoUnaudited pro forma consolidated balance sheet of the Company as at September 30, 2004
and unaudited pro forma consolidated statements of income of the Company for the nine
months ended September 30, 2004 and the year ended December 31, 2003, together with
the auditors compilation report thereon.




---



##### 



SCHEDULE A Unaudited Pro Forma Consolidated Financial Statements of ROGERS COMMUNICATIONS INC. A-1




---



##### 



COMPILATION REPORT ON PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS To the Board of Directors of
ROGERS COMMUNICATIONS INC. We have read the accompanying unaudited pro forma consolidated balance sheet of Rogers
Communications Inc. (the Company) as at September 30, 2004 and unaudited pro forma consolidated
statements of income for the nine months then ended and for the year ended December 31, 2003 and
have performed the following procedures:  1.
    Compared the figures in the columns captioned RCI to the unaudited consolidated
financial statements of the Company as at September 30, 2004 and for the nine months then
ended and the audited consolidated financial statements of the Company for the year ended
December 31, 2003 and found them to be in agreement.2.
    Compared the figures in the columns captioned Microcell to the unaudited consolidated
financial statements of Microcell Telecommunications Inc. as at September 30, 2004 and for
the nine months then ended and the audited consolidated financial statements of Microcell
for the four months ended April 30, 2003 (pre-reorganization (note 2(b))) and for the eight
months ended December 31, 2003 and found them to be in agreement.3.
    Made enquiries of certain officials of the Company who have responsibility for financial
and accounting matters about:  (a)
    the basis for determination of the pro forma adjustments; and(b)
    whether the pro forma financial statements comply as to form in all material
respects with the published requirements of Canadian securities legislation.  The officials:  (a)
    described to us the basis for determination of the pro forma adjustments; and(b)
    stated that the pro forma statements comply as to form in all material respects
with the published requirements of Canadian securities legislation.  4.
    Read the notes to the pro forma statements and found them to be consistent with the basis
described to us for determination of the pro forma adjustments.5.
    Recalculated the application of the pro forma adjustments to the aggregate of the amounts
in the columns captioned RCI and Microcell as at September 30, 2004 and the nine months
then ended, and the application of the pro forma adjustments and adjustments to the
aggregate of the amounts in the columns captioned RCI for the year ended December 31, 2003
and Microcell for the four months ended April 30, 2003 (pre-reorganization (note 2(b)))
and for the eight months ended December 31, 2003 and found the amounts in the columns
captioned Pro forma total to be arithmetically correct. A pro forma financial statement is based on management assumptions and adjustments which are
inherently subjective. The foregoing procedures are substantially less than either an audit or a
review, the objective of which is the expression of assurance with respect to managements
assumptions, the pro forma adjustments, and the application of the adjustments to the historical
financial information. Accordingly, we express no such assurance. The foregoing procedures would
not necessarily reveal matters of significance to the pro forma financial statements, and we
therefore make no representation about the sufficiency of the procedures for the purposes of a
reader of such statements. /s/ KPMG LLP
Chartered Accountants Toronto, Canada November 24, 2004 A-2




---



##### 



ROGERS COMMUNICATIONS INC. PRO FORMA CONSOLIDATED BALANCE SHEET
(In thousands of dollars)SEPTEMBER 30, 2004
(Unaudited) Pro forma adjustmentsAcquisition ofnon-controlling
    
    
    
    
    
    
    Acquisitioninterest
    
    
    
    
    
    
    of
    
    
    
    
    
    
    Financing
    
    
    
    
    
    
    Pro formaRCI
    
    
    Microcell
    
    
    in RWCI
    
    
    Notes
    
    
    Microcell
    
    
    Notes

    
    transactions
    
    
    Notes
    
    
    totalAssetsCurrent assets:Cash and cash equivalents
    
    $
    216,968
    
    
    $
    110,977
    
    
    $
    (17,000
    )
    
    
    4
    (a)
    
    $
    (21,185
    )
    
    
    5
    (a)(i)
    
    $
    2,921,588
    
    
    
    7
    (a)
    
    $
    2,758,783(20,000
    )
    
    
    4
    (a)
    
    
    103,917
    
    
    5
    (a)(ii)
    
    
    522,255
    
    
    
    7
    (b)(214,894
    )
    
    
    5
    (a)(v)
    
    
    (321,588
    )
    
    
    7
    (a)(522,255
    )
    
    
    7
    (b)Short-term investments
    
    
    
    
    
    
    22,804
    
    
    
    
    
    
    
    
    
    
    
    (22,804
    )
    
    
    5
    (a)(v)
    
    
    
    
    
    
    
    
    
    
    Accounts receivable
    
    
    599,677
    
    
    
    91,430
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    691,107Deferred charges
    
    
    
    
    
    
    21,280
    
    
    
    
    
    
    
    
    
    
    
    (21,280
    )
    
    5
    (a)(iv)
    
    
    
    
    
    
    
    
    
    
    Other current assets
    
    
    231,164
    
    
    
    87,715
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    318,8791,047,809
    
    
    
    334,206
    
    
    
    (37,000
    )
    
    
    
    
    
    
    (176,246
    )
    
    
    
    
    
    
    2,600,000
    
    
    
    
    
    
    
    3,768,769Property, plant and equipment
    
    
    5,007,141
    
    
    
    462,161
    
    
    
    
    
    
    
    
    
    
    
    (292,961
    )
    
    5
    (a)(iv)
    
    
    
    
    
    
    
    
    
    
    5,176,341Goodwill
    
    
    1,985,572
    
    
    
    
    
    
    
    1,426,302
    
    
    
    4
    (b)
    
    
    886,367
    
    
    5
    (a)(iv)
    
    
    
    
    
    
    
    
    
    
    4,298,241Spectrum licences
    
    
    402,880
    
    
    
    188,002
    
    
    
    381,700
    
    
    
    4
    (b)
    
    
    (188,002
    )
    
    5
    (a)(iv)
    
    
    
    
    
    
    
    
    
    
    1,195,180410,600
    
    
    5
    (a)(iv)Other intangible assets
    
    
    28,758
    
    
    
    38,883
    
    
    
    499,039
    
    
    
    4
    (b)
    
    
    292,773
    
    
    5
    (a)(iv)
    
    
    
    
    
    
    
    
    
    
    820,570(38,883
    )
    
    5
    (a)(iv)Investments
    
    
    128,060
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    128,060Deferred charges
    
    
    119,780
    
    
    
    33,147
    
    
    
    47,883
    
    
    
    4
    (b)
    
    
    (33,147
    )
    
    5
    (a)(iv)
    
    
    28,295
    
    
    
    7
    (a)
    
    
    202,5956,637
    
    
    
    7
    (b)Other long-term assets
    
    
    59,097
    
    
    
    4,146
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63,243$
    8,779,097
    
    
    $
    1,060,545
    
    
    $
    2,317,924
    
    
    
    
    
    
    $
    860,501
    
    
    
    
    
    
    $
    2,634,932
    
    
    
    
    
    
    $
    15,652,999Liabilities and Shareholders
EquityCurrent liabilities:Accounts payable and accrued
liabilities
    
    $
    937,119
    
    
    $
    127,982
    
    
    $
    
    
    
    
    
    
    
    $
    193,000
    
    
    5
    (a)(iii)
    
    $
    
    
    
    
    
    
    
    $
    1,258,101Current portion of long-term
debt
    
    
    371,668
    
    
    
    12,000
    
    
    
    
    
    
    
    
    
    
    
    (12,000
    )
    
    
    5
    (a)(v)
    
    
    
    
    
    
    
    
    
    
    371,668Current portion of derivative
instruments
    
    
    41,764
    
    
    
    9,677
    
    
    
    
    
    
    
    
    
    
    
    (9,677
    )
    
    
    5
    (a)(v)
    
    
    
    
    
    
    
    
    
    
    41,764Unearned revenue
    
    
    106,616
    
    
    
    47,450
    
    
    
    
    
    
    
    
    
    
    
    (7,227
    )
    
    5
    (a)(iv)
    
    
    
    
    
    
    
    
    
    
    146,8391,457,167
    
    
    
    197,109
    
    
    
    
    
    
    
    
    
    
    
    164,096
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,818,372Long-term debt
    
    
    4,472,974
    
    
    
    360,616
    
    
    
    1,750,000
    
    
    
    4
    (a)
    
    
    444,860
    
    
    
    5
    (a)(i)
    
    
    2,949,883
    
    
    
    7
    (a)
    
    
    10,417,747660,000
    
    
    
    5
    (a)(i)
    
    
    528,892
    
    
    
    7
    (b)280,000
    
    
    
    5
    (a)(i)
    
    
    (522,255
    )
    
    
    7
    (b)5,646
    
    
    5
    (a)(iv)
    
    
    (321,588
    )
    
    
    7
    (a)(366,262
    )
    
    
    5
    (a)(v)174,981
    
    
    
    5
    (a)(v)Derivative instruments
    
    
    401,424
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    401,424Deferred transitional
adjustment
    
    
    76,224
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76,224Other long-term liabilities
    
    
    82,958
    
    
    
    24,740
    
    
    
    
    
    
    
    
    
    
    
    (24,740
    )
    
    
    5
    (a)(v)
    
    
    
    
    
    
    
    
    
    
    82,958Non-controlling interest
    
    
    282,112
    
    
    
    
    
    
    
    (282,112
    )
    
    
    4
    (b)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shareholders equity
    
    
    2,006,238
    
    
    
    478,080
    
    
    
    775,409
    
    
    
    4
    (a)
    
    
    103,917
    
    
    5
    (a)(ii)
    
    
    
    
    
    
    
    
    
    
    2,856,27474,627
    
    
    
    4
    (a)
    
    
    (581,997
    )
    
    5
    (a)(vi)$
    8,779,097
    
    
    $
    1,060,545
    
    
    $
    2,317,924
    
    
    
    
    
    
    $
    860,501
    
    
    
    
    
    
    $
    2,634,932
    
    
    
    
    
    
    $
    15,652,999
 See accompanying notes to pro forma consolidated financial statements. A-3




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##### 



ROGERS COMMUNICATIONS INC. PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
(In thousands of dollars, except per share amounts)Year ended December 31, 2003
(Unaudited) Microcell
    
    
    Pro forma adjustmentsPre-organizationfour-months
    
    
    Eight-months
    
    
    Acquisition ofended
    
    
    ended
    
    
    non-controllingApril 30,
    
    
    December 31,
    
    
    interest
    
    
    
    
    
    
    Acquisition
    
    
    
    
    
    
    Financing
    
    
    
    
    
    
    Pro formaRCI
    
    
    2003
    
    
    2003
    
    
    in RWCI
    
    
    Notes
    
    
    of Microcell
    
    
    Notes
    
    
    transactions
    
    
    Notes
    
    
    totalOperating revenue
    
    $
    4,791,856
    
    
    $
    177,694
    
    
    $
    393,093
    
    
    $
    
    
    
    
    
    
    
    $
    (16,868
    )
    
    
    5
    (b)(i)
    
    $
    
    
    
    
    
    
    
    $
    5,345,775Cost of sales
    
    
    642,243
    
    
    
    23,416
    
    
    
    93,552
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    759,211Sales and marketing costs
    
    
    742,781
    
    
    
    24,585
    
    
    
    73,185
    
    
    
    
    
    
    
    
    
    
    
    (12,908
    )
    
    
    5
    (b)(i)
    
    
    
    
    
    
    
    
    
    
    827,643Operating, general and
administrative expenses
    
    
    1,957,936
    
    
    
    91,137
    
    
    
    178,335
    
    
    
    37,709
    
    
    
    6
    (b)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,265,117Depreciation and
amortization
    
    
    1,040,263
    
    
    
    59,388
    
    
    
    46,771
    
    
    
    108,881
    
    
    
    6
    (a)
    
    
    58,055
    
    
    5(b)(ii)
    
    
    4,303
    
    
    
    7
    (c)
    
    
    1,268,426(7,383
    )
    
    5(b)(ii)(41,852
    )
    
    5(b)(ii)Operating income (loss)
    
    
    408,633
    
    
    
    (20,832
    )
    
    
    1,250
    
    
    
    (146,590
    )
    
    
    
    
    
    
    (12,780
    )
    
    
    
    
    
    
    (4,303
    )
    
    
    
    
    
    
    225,378Interest on long-term debt.
    
    
    (488,865
    )
    
    
    (70,608
    )
    
    
    (14,817
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (364,711
    )
    
    
    7
    (c)
    
    
    (939,001
    )(80,232
    )
    
    
    (91,440
    )
    
    
    (13,567
    )
    
    
    (146,590
    )
    
    
    
    
    
    
    (12,780
    )
    
    
    
    
    
    
    (369,014
    )
    
    
    
    
    
    
    (713,623
    )Gain on sale of other
investments
    
    
    17,902
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,902Losses from investments
accounted for by the equity
method
    
    
    (54,033
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (54,033
    )Foreign exchange gain
    
    
    303,707
    
    
    
    136,553
    
    
    
    13,926
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    454,186Loss on repayment of
long-term debt
    
    
    (24,839
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,839
    )Investment and other
income
    
    
    2,256
    
    
    
    2,200
    
    
    
    5,187
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,891
    )
    
    
    7
    (c)
    
    
    5,752Income (loss) before income
taxes and non-controlling
interest
    
    
    164,761
    
    
    
    47,313
    
    
    
    5,546
    
    
    
    (146,590
    )
    
    
    
    
    
    
    (12,780
    )
    
    
    
    
    
    
    (372,905
    )
    
    
    
    
    
    
    (314,655
    )Income taxes (recovery):Current
    
    
    1,675
    
    
    
    1,796
    
    
    
    587
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,058Future
    
    
    (24,532
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,532
    )(22,857
    )
    
    
    1,796
    
    
    
    587
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,474
    )Income (loss) before non-controlling interest
    
    
    187,618
    
    
    
    45,517
    
    
    
    4,959
    
    
    
    (146,590
    )
    
    
    
    
    
    
    (12,780
    )
    
    
    
    
    
    
    (372,905
    )
    
    
    
    
    
    
    (294,181
    )Non-controlling interest
    
    
    (58,425
    )
    
    
    
    
    
    
    
    
    
    
    58,425
    
    
    
    6
    (c)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss) for the
period
    
    $
    129,193
    
    
    $
    45,517
    
    
    $
    4,959
    
    
    $
    (88,165
    )
    
    
    
    
    
    $
    (12,780
    )
    
    
    
    
    
    
    (372,905
    )
    
    
    
    
    
    $
    (294,181
    )Earnings (loss) per share:Basic
    
    $
    0.35
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (1.43
    )Diluted
    
    
    0.34
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1.43
    )
 See accompanying notes to pro forma consolidated financial statements. A-4




---



##### 



ROGERS COMMUNICATIONS INC. PRO FORMA CONSOLIDATED STATEMENT OF INCOME
(In thousands of dollars, except per share amounts)Nine months ended September 30, 2004
(Unaudited) Pro Forma AdjustmentsAcquisition ofnon-controllinginterest in
    
    
    
    
    
    
    Acquisition
    
    
    
    
    
    
    Financing
    
    
    
    
    
    
    Pro formaRCI
    
    
    Microcell
    
    
    RWCI
    
    
    Notes
    
    
    of Microcell
    
    
    Notes

    
    transactions
    
    
    Notes
    
    
    totalOperating revenue
    
    $
    4,041,932
    
    
    $
    482,103
    
    
    $
    
    
    
    
    
    
    
    $
    (22,050
    )
    
    
    5
    (b)(i)
    
    $
    
    
    
    
    
    
    
    $
    4,501,985Cost of sales
    
    
    566,193
    
    
    
    83,041
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    649,234Sales and marketing costs
    
    
    591,717
    
    
    
    87,822
    
    
    
    
    
    
    
    
    
    
    
    (5,574
    )
    
    
    5
    (b)(i)
    
    
    
    
    
    
    
    
    
    
    673,965Operating, general and
administrative expenses
    
    
    1,600,401
    
    
    
    220,854
    
    
    
    7,839
    
    
    
    6
    (b)
    
    
    7,071
    
    
    
    5
    (b)(i)
    
    
    
    
    
    
    
    
    
    
    1,836,165Special charges
    
    
    
    
    
    
    9,668
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,668Depreciation and amortization
    
    
    752,475
    
    
    
    61,072
    
    
    
    81,661
    
    
    
    6
    (a)
    
    
    43,916
    
    
    5
    (b)(ii)
    
    
    3,227
    
    
    
    7
    (c)
    
    
    904,345(6,617
    )
    
    5
    (b)(ii)(31,389
    )
    
    5
    (b)(ii)Operating income (loss)
    
    
    531,146
    
    
    
    19,646
    
    
    
    (89,500
    )
    
    
    
    
    
    
    (29,457
    )
    
    
    
    
    
    
    (3,227
    )
    
    
    
    
    
    
    428,608Interest on long-term debt
    
    
    (359,343
    )
    
    
    (23,782
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (246,348
    )
    
    
    7
    (c)
    
    
    (629,473
    )171,803
    
    
    
    (4,136
    )
    
    
    (89,500
    )
    
    
    
    
    
    
    (29,457
    )
    
    
    
    
    
    
    (249,575
    )
    
    
    
    
    
    
    (200,865
    )Gain on sale of other
investments
    
    
    5,479
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,479Write-down of investments
    
    
    (4,080
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,080
    )Losses from investments accounted
for by the equity method
    
    
    (19,633
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,633
    )Foreign exchange loss
    
    
    (88,566
    )
    
    
    (15,757
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (104,323
    )Change in the fair value of
derivative instruments
    
    
    28,073
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,073Loss on repayment of long-term
debt
    
    
    (20,327
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,327
    )Investment and other income
(loss)
    
    
    11,572
    
    
    
    (147
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,412
    )
    
    
    7
    (c)
    
    
    8,013Income (loss) before income taxes
and non-controlling interest
    
    
    84,321
    
    
    
    (20,040
    )
    
    
    (89,500
    )
    
    
    
    
    
    
    (29,457
    )
    
    
    
    
    
    
    (252,987
    )
    
    
    
    
    
    
    (307,663
    )Income taxes:Current
    
    
    8,379
    
    
    
    2,958
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,337Future
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,379
    
    
    
    2,958
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,337Income (loss) before
non-controlling interest
    
    
    75,942
    
    
    
    (22,998
    )
    
    
    (89,500
    )
    
    
    
    
    
    
    (29,457
    )
    
    
    
    
    
    
    (252,987
    )
    
    
    
    
    
    
    (319,000
    )Non-controlling interest
    
    
    (73,653
    )
    
    
    
    
    
    
    73,653
    
    
    
    6
    (c)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss) for the
period
    
    $
    2,289
    
    
    $
    (22,998
    )
    
    $
    (15,847
    )
    
    
    
    
    
    $
    (29,457
    )
    
    
    
    
    
    $
    (252,987
    )
    
    
    
    
    
    $
    (319,000
    )Loss per share  basic and
diluted
    
    $
    (0.16
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (1.37
    )
 See accompanying notes to pro forma consolidated financial statements. A-5




---



##### 



ROGERS COMMUNICATIONS INC. NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of dollars, except per share amounts)Year ended December 31, 2003 and nine months ended September 30, 2004
(Unaudited)  1.
    Description of Transactions:On September 13, 2004, Rogers Communications Inc. (RCI) entered into an agreement with JVII
General Partnership (JVII), a general partnership wholly owned by AT&T Wireless Services, Inc.,
whereby RCI agreed to purchase all of JVIIs shares of Rogers Wireless Communications Inc.
(RWCI) for a cash purchase price totalling approximately $1,767 million (the AWE
Acquisition). RCI closed this transaction on October 13, 2004. RCI funded the AWE Acquisition
through a $1.75 billion secured bridge credit facility with a term of up to two years to October
12, 2006 and from cash on hand.On September 20, 2004, Rogers Wireless Inc. (RWI), a wholly owned subsidiary of RWCI, announced
an agreement with Microcell Telecommunications Inc. (Microcell) to make an all cash tender
offer totalling approximately Cdn. $1.4 billion, to acquire all of Microcell, Canadas fourth
largest wireless communications provider (the Microcell Acquisition). RWI completed the
Microcell Acquisition on November 12, 2004.On November 11, 2004, the RCI Board of Directors authorized RCI to launch an exchange offer to
purchase all of the outstanding RWCI Class B Restricted Voting Shares (RWCI Class B Shares) not
already owned by RCI in exchange for 1.75 RCI Class B Non-Voting shares for each RWCI Class B
share (the Exchange Offer).In connection with the AWE Acquisition and the Microcell Acquisition, RWI announced on November
19, 2004 that it had priced a private placement of notes in the aggregate principal amount of
U.S. $2,356,000,000 ($2,949,883,000 based on the U.S. dollar exchange rate at September 30, 2004)
and Rogers Cable Inc. (Rogers Cable) announced on November 19, 2004 that it had priced a
private placement of notes in the aggregate principal amount of U.S. $427,000,000 ($528,892,000
based on the U.S. dollar exchange rate at September 30, 2004) (the Financings).RWCI is currently reviewing various methods of transferring $1.75 billion to its shareholders, so
that RCI will have adequate funds to repay its $1.75 billion bridge credit facility. A
determination of the method of such transfer, including the timing thereof, will not take place
until following completion of the Exchange Offer (note 7(a)).2.
    Basis of presentation:  (a)
    Pro forma consolidated financial statements:The accompanying unaudited pro forma consolidated financial statements (the Statements) give
effect to the AWE Acquisition, the Microcell Acquisition, the Exchange Offer and the
Financings as if they had occurred as at:  
    September 30, 2004 for the purposes of the unaudited pro forma consolidated balance
sheet; and
    January 1, 2003 for the purposes of the unaudited pro forma consolidated statements
of income for the year ended December 31, 2003 and the nine month period ended September
30, 2004.  The Statements have been prepared by management in accordance with Canadian generally accepted
accounting principles (GAAP). In certain respects, GAAP as applied in the United States
differs from that applied in Canada (see note 9). The accounting policies used in the
preparation of the Statements are consistent with those used by RCI in the preparation of the
consolidated financial statements for the year ended December 31, 2003 and the nine months
ended September 30, 2004.The Statements have been prepared using the following information and should be read in
conjunction with the financial statements listed below:  (i)
    Audited consolidated financial statements of RCI as at and for the year ended
December 31, 2003; A-6




---



##### 



(ii)
    Audited consolidated financial statements of Microcell as at December 31, 2003 and
for the periods from January 1, 2003 to April 30, 2003 and May 1, 2003 to December 31,
2003 (note 2(b));(iii)
    Unaudited consolidated interim financial statements of RCI as at and for the nine
months ended September 30, 2004;(iv)
    Unaudited consolidated interim financial statements of Microcell as at and for the
nine months ended September 30, 2004; and(v)
    Such other supplementary information as was considered necessary to reflect the AWE
Acquisition, the Microcell Acquisition, the Exchange Offer and the Financings in the
Statements.  The Statements do not include the anticipated financial benefits from such items as cost
savings arising from the AWE Acquisition, the Microcell Acquisition and the Exchange Offer.
The Statements are not necessarily indicative of the results of operations or the financial
position that would have resulted had the AWE Acquisition, Microcell Acquisition or the
Financings been effected on the dates indicated, or the results that may be obtained in the
future.Certain elements of the RCI and Microcells consolidated financial statements have been
reclassified to provide a consistent classification format.  (b)
    Financial reorganization of Microcell:On May 1, 2003, the predecessor company of Microcell and certain of its subsidiaries emerged
from a restructuring plan under the Companies Creditors Arrangement Act and Canada Business
Corporations Act. Pursuant to the plan, Microcells long-term debt obligations decreased by
approximately $1.6 billion. Microcells interest expense for the four months ended April 30,
2003 includes the interest expense on the full amount of Microcells debt prior to the
restructuring.Effective May 1, 2003, the date of reorganization, Microcell accounted for its financial
reorganization by using the principles of fresh start accounting. Accordingly, all assets and
liabilities were revalued at estimated fair values and Microcells deficit was eliminated.
Microcell determined that its enterprise value was $689 million of which $350 million has been
allocated to long-term debt and $339 million to equity. This enterprise value was determined
based on several traditional valuation methodologies utilizing projections developed by
Microcell management including discounted cash flow analysis and comparable company trading
analysis. A comprehensive revaluation of the assets and liabilities of Microcell was done
based on this enterprise value. Microcells depreciation expense for the four months ended
April 30, 2003 is based on the original cost of Microcells property, plant and equipment. For
periods subsequent to the restructuring, depreciation expense is based on the revalued
property, plant and equipment amounts.(c)
    Microcell special charges:In connection with events leading up to the Microcell Acquisition, Microcell incurred
financial and legal fees in the amount of $6.1 million in the nine months ended September 30,
2004. In addition, as a result of the impact of the Microcell Acquisition on Microcells share
price, the vesting of options under Microcells stock option plan was accelerated, which
resulted in an acceleration of compensation expense of $3.6 million in the nine months ended
September 30, 2004.  3.
    Accounting for the Microcell Acquisition:  The Microcell Acquisition is accounted for using the purchase method of accounting. The total
purchase consideration is composed of the following: Cash
    
    $
    1,391,045Estimated transaction costs
    
    
    15,000$
    1,406,045
  The cash consideration includes the acquisition of additional equity securities that RWI
expects to acquire in May 2005.The purchase price will be allocated to the assets acquired (including identifiable intangible
assets arising from the purchase) and liabilities assumed based on their estimated fair value
at the date of acquisition.Details of the estimated fair value of assets acquired and liabilities assumed of Microcell
based on the information available at the date of preparation of these statements are as
follows: A-7




---



##### 



Assets acquired:Cash and cash equivalents
    
    $
    110,977Cash related to the exercising of existing stock options
and warrants (note 5(a)(ii))
    
    
    103,917Short-term investments
    
    
    22,804Accounts receivable
    
    
    91,430Other current assets
    
    
    87,715Property, plant and equipment
    
    
    169,200Spectrum licences
    
    
    410,600Other intangible assets
    
    
    292,773Goodwill
    
    
    886,367Other long-term assets
    
    
    4,1462,179,929Less liabilities assumed:Accounts payable and accrued liabilities
    
    
    127,982Liabilities set up on close (note 5(a)(iii))
    
    
    193,000Unearned revenue
    
    
    40,223Long-term debt
    
    
    378,262Derivative instruments
    
    
    34,417773,884Fair value of net assets acquired
    
    $
    1,406,045
  The actual adjustments that RWI will ultimately make in finalizing the allocation of the purchase
price of Microcell to the fair value of the net assets acquired will depend on a number of
factors including additional information available at such time, changes in market values and
changes in Microcells operating results between the date of these pro forma consolidated
financial statements and the effective date of the Microcell Acquisition.In the preparation of these pro forma financial statements, the purchase consideration has been
allocated on a preliminary basis to the fair value of assets acquired and liabilities assumed
based on managements best estimates and taking into account all relevant information available
at the time these Statements were prepared. RWI expects that the actual amounts for each of the
fair values of the assets and liabilities acquired will vary from the pro forma amounts and that
the variation may be material.4.
    Accounting for the AWE Acquisition and the Exchange Offer:  (a)
    The AWE Acquisition and the Exchange Offer are accounted for using the purchase method of
accounting. The total purchase consideration is comprised of the following: AWE Acquisition:Bridge credit facility
    
    $
    1,750,000Cash on hand
    
    
    17,000Exchange offer:RCI Class B Non-Voting shares
    
    
    775,409Stock options, at fair value.
    
    
    74,627Estimated transaction costs
    
    
    20,000$
    2,637,036
  The estimated purchase consideration related to the Exchange Offer was determined using the
average price of the RCI Class B Non-Voting shares two days prior to the announcement of the
Exchange Offer ($28.90 per share) multiplied by the exchange factor of 1.75 times the number
of RWCI Class B shares not already owned by RCI (15,331,872 shares).Stock options of RWCI are assumed to be converted into options of RCI. The fair value of the
options to be issued upon conversion has been recorded as part of the purchase price. Unvested
options are recorded as deferred stock based compensation and amortized over the remaining
vesting period.(b)
    The purchase price will be allocated to the assets acquired (including identifiable
intangible assets arising from the purchase) and liabilities assumed based on their
estimated fair value at the date of the acquisitions. A-8




---



##### 



The estimated allocation of the purchase price based on the information available at the date
of preparation of the Statements is as follows: Spectrum licences
    
    $
    381,700Other intangible assets
    
    
    499,039Deferred stock based compensation
    
    
    47,883Goodwill
    
    
    1,426,302Non-controlling interest
    
    
    282,112$
    2,637,036
  The actual adjustments that RCI will ultimately make in finalizing the allocation of the
purchase price of the AWE Acquisition and the Exchange Offer to the fair value of the net
assets acquired will depend on a number of factors including additional information available
at such time, changes in market values and changes in RWCIs operating results between the
date of these pro forma consolidated financial statements and the effective date of the
acquisitions.In the preparation of these pro forma financial statements, the purchase consideration has
been allocated on a preliminary basis to the fair value of assets acquired and liabilities
assumed based on managements best estimates and taking into account all relevant information
available at the time these Statements were prepared. RCI expects that the actual amounts for
each of the fair values of the assets and liabilities acquired will vary from the pro forma
amounts and that the variation may be material.  5.
    Pro forma assumptions and adjustments  Microcell Acquisition:  (a)
    The unaudited pro forma consolidated balance sheet as at September 30, 2004 incorporates
the following adjustments:  (i)
    The funding for the Microcell Acquisition has been reflected in the pro forma
consolidated balance sheet as if it had occurred on September 30, 2004, as follows: Sources of funding:Cash on hand
    
    $
    21,185Bank credit facilities:RWI
    
    
    444,860Rogers Cable
    
    
    660,000Rogers Media Inc. (Rogers Media)
    
    
    280,000$
    1,406,045
  (ii)
    Each of cash and share capital has been increased by $103,917,000 to reflect the
exercise of Microcell stock options and warrants, which are assumed to have occurred
immediately prior to the Microcell Acquisition.(iii)
    A plan has been developed to restructure and integrate the operations of
Microcell. As a result of the restructuring and integration, it is expected that
severance and other employee related costs, as well as costs to consolidate facilities,
systems and operations totalling an estimated $193,000,000 will be incurred. These costs
are managements preliminary estimates and take into account all relevant information
available at the time these Statements were prepared. The actual integration costs may
vary materially from such estimates. These costs have been reflected in the pro forma
consolidated balance sheet as a liability as part of the purchase consideration
allocation.(iv)
    Upon acquisition, all of the Microcell deferred charges and intangible assets have
been written off. Intangible assets arising on the Microcell Acquisition have been
recorded at their estimated fair values as part of the allocation of the purchase price.
Intangible assets acquired include spectrum licences, which have an indefinite life, and
Microcells customer contracts and relationships and brand name. In addition, property,
plant and equipment, long-term debt and deferred revenue have been adjusted to estimated
fair value. The estimated fair values are based on managements best estimates based on
preliminary studies undertaken by management. The estimated value allocated to goodwill
was based on the residual of the preliminary fair values of the identifiable tangible and
intangible assets less the fair values of the liabilities assumed. The actual allocation
may differ significantly from these estimates.(v)
    Immediately after closing the Microcell Acquisition, Microcells long-term debt was
repaid and derivative instruments were unwound utilizing Microcells cash on hand
(including cash received from the exercise of stock options and warrants A-9




---



##### 



as described in (ii) above) and short-term investments and from the proceeds of drawdowns
under the RWI bank credit facility.(vi)
    Microcells share capital, retained earnings and contributed surplus have been
eliminated to reflect the effect of the Microcell Acquisition.  (b)
    The unaudited pro forma condensed consolidated statements of income for the year ended
December 31, 2003 and for the nine months ended September 30, 2004 incorporate the following
adjustments:  (i)
    RWCI recognizes revenue from the sale of prepaid services at the net wholesale
amount charged to distributors. Microcell recognizes revenue from the sale of prepaid
services at the gross amount charged to the subscriber. RWCI expenses all costs related
to subscriber acquisition and retention as incurred. Microcell defers and amortizes
certain costs and revenues related to subscriber acquisition and retention.As a result, the following adjustments to revenue and expenses are being made to harmonize
Microcells accounting presentation to that of RWCI: Nine monthsYear ended
    
    
    endedDecember 31,
    
    
    September 30,Increase (decrease)
    
    2003
    
    
    2004Operating revenue
    
    $
    (16,868
    )
    
    $
    (22,050
    )Operating, general and administrative expenses
    
    
    
    
    
    
    7,071Sales and marketing costs
    
    
    (12,908
    )
    
    
    (5,574
    )
  (ii)
    Pro forma depreciation and amortization has been increased by $58,055,000 and
$43,916,000 for the year ended December 31, 2003 and the nine months ended September 30,
2004, respectively, to reflect the amortization of other intangible assets arising on the
Microcell Acquisition, being the Microcell customer contracts and relationships and brand
name, over an estimated average life of five years on a straight-line basis. The
five-year estimated average life was determined based on Microcells historical customer
relationship period and a 15-year estimated useful life for the Microcell brand name. A
change in the fair value of other intangible assets acquired of $10,000,000 would impact
the pro forma depreciation and amortization expense and pro forma net loss by $2,000,000
and $1,500,000 for the year ended December 31, 2003 and the nine months ended September
30, 2004, respectively. An extension in the estimated average useful life of the
Microcell customer contracts and relationships and brand name by one year would reduce
the pro forma depreciation and amortization expense and pro forma net loss by $9,760,000
and $7,320,000 for the year ended December 31, 2003 and the nine months ended September
30, 2004, respectively.Pro forma amortization expense has been reduced by $7,383,000 and $6,617,000 for the year
ended December 31, 2003 and the nine months ended September 30, 2004, respectively, to
reflect the elimination of historical amortization expense as a result of the fair value
adjustments to the existing Microcell intangible assets upon acquisition.Pro forma depreciation expense has been reduced by $41,852,000 and $31,389,000 for the year
ended December 31, 2003 and the nine months ended September 30, 2004, respectively, to
reflect the elimination of historical depreciation expense as a result of the write-down of
Microcells property, plant and equipment to estimated fair value assuming an estimated
average life of seven years on a straight-line basis.(iii)
    A full valuation allowance has been recorded against the income tax loss
carryforwards of Microcell totalling approximately $1.6 billion as it is not more likely
than not that these losses will be utilized. Any future reduction in the valuation
allowance will reduce goodwill and other intangible assets. 6. Pro forma assumptions and adjustments  AWE Acquisition and Exchange Offer:  (a)
    Pro forma depreciation and amortization has been increased by $108,881,000 and
$81,661,000 for the year ended December 31, 2003 and the nine months ended September 30,
2004, respectively, to reflect the amortization of other intangible assets arising on the
AWE Acquisition and the Exchange Offer, being the RWCI customer contracts and relationships,
over an estimated useful life of 55 months on a straight-line basis. The fifty-five month
estimated average life was determined based on RWCIs historical customer relationship
period. A change in the fair value of other intangible assets acquired of $10,000,000 would
impact the pro forma amortization expense and pro forma net loss by $2,182,000 and
$1,636,000 for the year ended December 31, 2003 and the nine months ended September 30,
2004, respectively. An extension in the estimated average useful A-10




---



##### 



life of the Microcell customer contracts and relationships and brand name by twelve months
would reduce the pro forma amortization expense and pro forma net loss by $19,500,000 and
$14,625,000 for the year ended December 31, 2003 and the nine months ended September 30, 2004,
respectively. A change in the fair value of property, plant and equipment of $10,000,000 would
impact the pro forma depreciation and amortization and pro forma net loss by $1,000,000 and
$750,000 for the year ended December 31, 2003 and the nine months ended September 30, 2004,
respectively. Spectrum licences acquired have an indefinite life for accounting purposes and
accordingly no adjustment to amortization for this intangible asset has been recorded.(b)
    Pro forma operating, general and administrative expenses for the year ended December 31,
2003 and the nine months ended September 30, 2004 have been increased by $37,709,000 and
$7,839,000, respectively, representing the compensation cost of the stock options issued on
the Exchange Offer.(c)
    Non-controlling interest of $58,425,000 and $73,653,000 for the year ended December 31,
2003 and the nine months ended September 30, 2004, respectively, has been eliminated.  7.
    Pro forma assumptions and adjustments  Financings:  (a)
    RWI announced on November 19, 2004 that it had priced a private placement of senior and
subordinated debt in the aggregate principal amount of approximately $2,949,883,000 (based
on the U.S. dollar exchange rate at September 30, 2004). The net proceeds of this issue are
estimated to be $2,921,588,000 (based on the U.S. dollar exchange rate at September 30,
2004). It is expected that the net proceeds will be used as follows: Cash on hand
    
    $
    2,600,000Repayment of Rogers Wireless bank credit facility
    
    
    321,588$
    2,921,588
  As indicated in note 1, RWCI is reviewing various methods of transferring $1.75 billion to its
shareholders, so that RCI will have adequate funds to repay its $1.75 billion bridge credit
facility incurred in connection with the AWE Acquisition. The method of such transfer,
including the timing thereof, will not take place until following completion of the Exchange
Offer. If such transfer were to occur by a distribution of capital to RCI, RCI would use those
proceeds to repay its bridge credit facility, which would have the following effect on the pro
forma financial statements: As atIncrease (decrease)
    
    September 30, 2004Cash and cash equivalents
    
    $
    (1,750,000
    )Long-term debt
    
    $
    (1,750,000
    )
 Nine monthsYear ended
    
    
    endedDecember 31,
    
    
    September 30,Increase (decrease)
    
    2003
    
    
    2004Interest expense
    
    $
    (91,000
    )
    
    $
    (58,406
    )Loss for the period
    
    $
    (91,000
    )
    
    $
    (58,406
    )Loss per share
    
    $
    (0.36
    )
    
    $
    (0.22
    )
  (b)
    Rogers Cable intends to issue the Cdn. equivalent of $528,892,000 of senior debt. The net
proceeds of this issue are estimated to be $522,255,000. It is expected that the net
proceeds will be used to reduce amounts outstanding under Rogers Cables bank credit
facility.(c)
    Interest expense and investment and other income have been adjusted to reflect the
financing of the AWE Acquisition, the Microcell Acquisition and the Financings and to
eliminate the historical interest expense of Microcell as a result of the repayment of
Microcells long-term debt, as follows: Nine monthsYear ended
    
    
    endedDecember 31,
    
    
    September 30,Increase (decrease)
    
    2003
    
    
    2004Bridge credit facility
    
    $
    91,000
    
    
    $
    58,406Interest expense:Bank credit facility:
 A-11




---



##### 



Nine monthsYear ended
    
    
    endedDecember 31,
    
    
    September 30,Increase (decrease)
    
    2003
    
    
    2004RWI
    
    
    14,913
    
    
    
    11,184Rogers Cable
    
    
    6,601
    
    
    
    4,778Rogers Media
    
    
    15,610
    
    
    
    9,786Senior and subordinated debt:RWI
    
    
    219,553
    
    
    
    157,672Rogers Cable
    
    
    39,260
    
    
    
    28,304Long-term debt  Microcell
    
    
    (22,226
    )
    
    
    (23,782
    )$
    364,711
    
    
    $
    246,348Investment and other income
    
    $
    (3,891
    )
    
    $
    (3,412
    )
  Pro forma interest expense has been determined using the historical interest rates ranging
from 4.625% to 5.575% for the bank credit facilities and the weighted average interest rates
for the senior and subordinated debt of 6.83% for the year ended December 31, 2003 and 6.86%
for the nine months ended September 30, 2004.A change of 1/8% in the interest rate on the bank credit facilities and the floating rate
senior debt would impact the pro forma interest expense and pro forma net loss by $4,049,000
and $2,995,000 for the year ended December 31, 2003 and the nine months ended September 30,
2004, respectively.Pro forma depreciation and amortization has been increased by $4,303,000 and $3,227,000
for the year ended December 31, 2003 and the nine months ended September 30, 2004 to reflect
the amortization of financing costs incurred on the issue of senior and subordinated debt over
the average term to maturity.  8.
    Pro forma earnings (loss) per share:The following table sets forth the calculation of pro forma basic and diluted earnings per
share: Nine monthsYear ended
    
    
    endedDecember 31,
    
    
    September 30,2003
    
    
    2004Numerator:Pro forma loss for the period
    
    $
    (294,181
    )
    
    $
    (319,000
    )Distribution on Convertible Preferred Securities, net of
income taxes
    
    
    (29,791
    )
    
    
    (24,750
    )Dividends accreted on Convertible Preferred Securities,
net of income taxes
    
    
    (20,033
    )
    
    
    (15,607
    )Dividends on Series E Preferred shares
    
    
    (11
    )
    
    
    Accretion on redemption price of Microcell preferred
shares
    
    
    (17,105
    )
    
    
    (5,184
    )Basic and diluted loss for the year
    
    $
    (361,121
    )
    
    $
    (364,541
    )Denominator:Weighted average number of shares outstanding  basic
and diluted
    
    
    252,749
    
    
    
    265,333Loss per share:Basic
    
    $
    (1.43
    )
    
    $
    (1.37
    )Diluted
    
    
    (1.43
    )
    
    
    (1.37
    )
  For the year ended December 31, 2003 and the nine months ended September 30, 2004, the effect
of potentially dilutive securities, including employee stock options, the Convertible
Debentures, the Series E preferred shares and the Convertible Preferred Securities, was
excluded from the computation of diluted earnings per share as their effect is anti-dilutive.The Microcell preferred shares were redeemed and converted in 2004. A-12