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ROGERS COMMUNICATIONS INC.
 
 MARCH 28, 2007




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ROGERS COMMUNICATIONS INC.
ANNUAL INFORMATION FORM INDEX
 www.sedar.com
 Page reference / incorporatedby reference fromAnnual Information
    
    
    2006Form
    
    
    MD&AItem 1  Cover Page
    
    
    p. 1Item 2  Index
    
    
    p. 2Item 3  Corporate Structure3.1  Name and Incorporation
    
    
    p. 33.2  Intercorporate Relationships
    
    pgs. 3-5Item 4  General Development of the Business4.1  Three Year History
    
    pgs. 5-104.2  Significant Acquisitions
    
    
    p. 11Item 5  Narrative Description of the Business5.1  General  Business Overview
    
    p. 12
    
    
    
    p. 3 Rogers Wireless
    
    
    
    
    
    pgs. 12-14 Rogers Cable and Telecom
    
    
    
    
    
    pgs. 22-25 Rogers Media
    
    
    
    
    
    pgs. 35-36 Employees
    
    
    
    
    
    
    p. 10 Properties, Trademarks, Environmental and Other Matters
    
    
    p. 115.2  Risk Factors
    
    
    p. 12Item 6  Dividends6.1  Dividends
    
    
    p. 12Item 7  Description of Capital Structure7.1  General Description of Capital Structure
    
    
    p. 137.2  Constraints
    
    pgs. 13-147.3  Ratings
    
    pgs. 14-15Item 8  Market for Securities8.1  Trading Price and Volume
    
    pgs. 15-168.2  Prior Sales
    
    
    p. 16Item 9  Escrowed Securities
    
    
    p. 16Item 10  Directors and Officers
    
    pgs. 16-20Item 11  Promoters
    
    
    p. 20Item 12  Legal Proceedings and Regulatory Actions
    
    pgs. 20-2112.1  Legal Proceedings
    
    
    p. 2012.2  Regulatory Actions
    
    
    p. 21Item 13  Interest of Management and Others in Material Transactions
    
    
    p. 21Item 14  Transfer Agents and Registrars
    
    
    p. 21Item 15  Material Contracts
    
    
    p. 21Item 16  Interests of Experts16.1  Name of Experts
    
    
    p. 2116.2  Interests of Experts
    
    
    p. 22Item 17  Audit Committee17.1  Audit Committee Charter
    
    pgs. 22-2517.2  Composition of the Audit Committee
    
    
    p. 2517.3  Relevant Education and Experience
    
    
    p. 2617.4  Reliance on Certain Exemptions
    
    
    p. 2617.5  Reliance on the Exemption in Subsection 3.3(a) or Section 3.6
    
    
    p. 2617.6  Reliance on Section 3.8
    
    
    p. 2617.7  Audit Committee Oversight
    
    
    p. 2617.8  Pre-Approval Policies and Procedures
    
    pgs. 26-2717.9  External Auditor Service Fee
    
    
    p. 27Item 18  Additional Information18.1  Additional Information
    
    
    p. 27
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ITEM 3  CORPORATE STRUCTURE
 Item 3.1  Name and Incorporation
 Business Corporations Act
      
    
    Wireless or Rogers Wireless, which refers to our wholly owned subsidiary Rogers
Wireless Communications Inc. (RWCI) and its subsidiaries, including Rogers Wireless Inc.
(RWI) and its subsidiaries;
    
    Cable and Telecom, Rogers Cable or Cable, which refers to our wholly owned
subsidiary Rogers Cable Inc. and its subsidiaries. RCI acquired Call-Net Enterprises Inc.
(Call-Net) on July 1, 2005 and subsequently changed its name to Rogers Telecom Holdings
Inc. (RTHI). The results of RTHI and RTHIs operating subsidiaries are consolidated
effective as of the July 1, 2005 acquisition date. On January 9, 2006, RCIs ownership
interest in RTHIs operating subsidiaries was transferred to Rogers Cable Inc. from RTHI.
Beginning with the first quarter of 2006, the Cable and Telecom operating unit reports its
results in the following segments: Cable and Internet; Rogers Home Phone (voice-over-cable
telephony subscribers and residential circuit-switched telephony customers); Rogers
Business Solutions (business telephony and data subscribers); and Rogers Retail.
Comparative figures have been reclassified to conform to this new segment reporting.
    
    Media or Rogers Media, which refers to our wholly owned subsidiary Rogers Media Inc.
and its subsidiaries including Rogers Broadcasting Limited (Broadcasting), which owns
Rogers Sportsnet, Radio stations, OMNI television, The Biography Channel Canada, G4TechTV
Canada and The Shopping Channel; Rogers Publishing Limited (Publishing); and Rogers
Sports Entertainment, which owns the Blue Jays which refers to the Toronto Blue Jays and
the Rogers Centre. In addition, Media holds ownership interests in entities involved in
specialty TV content, TV production and broadcast sales.
 Item 3.2  Intercorporate Relationships
  3




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(1)
    
    RCIs interest in RWCI is held directly through RCI and indirectly through RWCI Acquisition
Inc., a corporation incorporated under the laws of British Columbia.(2)
    
    Effective January 19, 2005, Microcell Telecommunications Inc. (Microcell) and Microcell
Solutions Inc. changed their names to Fido Inc. and Fido Solutions Inc., respectively.(3)
    
    Effective January 1, 2005, Blue Jays Holdco Inc. became a subsidiary of Rogers Media Inc.(4)
    
    Directly and indirectly Rogers Broadcasting Limited holds 100% of Rogers Sportsnet Inc.
through its subsidiary Rogers Sports Group Inc.
  WIRELESS
    
    Canadas largest wireless voice and
data communications service provider,
with approximately 6.8 million customers
at December 31, 2006.
    
    Wireless is Canadas only carrier on the
world standard GSM technology platform.
Wireless GSM network provides coverage
to approximately 94% of Canadas
population at December 31, 2006.
    
    Wireless products and services are
marketed through a nationwide
distribution
 CABLE AND TELECOM
    
    Rogers Cable is Canadas largest cable
television company, which owns and
operates cable systems in Ontario, New
Brunswick and Newfoundland serving
approximately 2.3 million basic cable
subscribers at December 31, 2006.
    
    Provides advanced digital cable
service to approximately 1.13 million
households.
    
    Provides residential High-speed
Internet service to approximately 1.3
million subscribers.
 MEDIA
    
    Publishing produces approximately 70
consumer magazines and trade and
professional publications and
directories.
    
    Broadcasting comprises 51 radio
stations across Canada (41 FM and 10
AM radio
stations), four OMNI television
stations comprising two multicultural
stations in Ontario and two family
values stations in British Columbia
and Manitoba, a regional sports
specialty service (Rogers Sportsnet),
Canadas only nationally televised
shopping service (The Shopping
Channel), and The Biography Channel
(Canada).
   4




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WIRELESSnetwork of over 11,500
dealer and retailer locations.
 CABLE AND TELECOM
    
    Provides residential cable telephony
services to approximately 365,900
subscribers in Ontario, New Brunswick
and Newfoundland at December 31, 2006.
    
    Provides residential circuit switched
telephony services to approximately
349,600 subscribers across Canada at
December 31, 2006.
    
    Owns and operates Canadas second
largest chain of video stores (297
stores) at December 31, 2006.
    
    A leading Canadian integrated
communications solutions provider of
local, long distance, toll free,
enhanced voice, data and Internet
Protocol services to businesses and
governments across Canada.
 MEDIA
    
    Broadcasting holds a 50% interest in
Dome Productions, a mobile production
and distribution joint venture.
Broadcasting holds interests in
several specialty television services,
including Viewers Choice Canada,
Outdoor Life Network (OLN), G4TechTV
Canada and certain other minority
interest investments.
    
    In addition to more traditional
delivery methods, the Media group also
delivers content over the Internet for
many of the individual Broadcasting
and Publishing properties.
    
    Rogers Media owns the Toronto Blue
Jays Major League Baseball franchise
and the Rogers Centre, the Blue Jays
multi-purpose home stadium.
   ITEM 4  GENERAL DEVELOPMENT OF THE BUSINESS
 Item 4.1  Three Year History
 Recent Developments
 2007 Year-to-Date Developments
 
    
    Effective January 2007, the Rogers Video segment of Cable and Telecom acquired the approximately 170 Wireless-owned retail
locations with a carrying value of approximately $20 million, for cash consideration of $73 million, which represented fair
value. This segment, now known as Rogers Retail, will provide customers with a single direct retail channel featuring all
of our wireless and cable products and services. The combined operations will continue to be a segment of Cable and
Telecom. In 2007, it is expected that this will have the impact of increasing revenue and expenses of Rogers Retail by approximately $175
million, with no impact on operating profit.
    
    In February 2007 Cable repaid, at maturity, its $450 million 7.60% Senior Secured Second Priority Notes.
 2006 Highlights
 Rogers Communications Inc.
 
    
    In late December 2006, Wireless transferred the Rogers
Campus (land and buildings) to RCI at fair market value. The Rogers
Campus is comprised of the properties at 333 Bloor Street East and One Mount Pleasant Road in Toronto, Ontario. In early
January 2007, Wireless, Cable and Telecom and Media transferred certain other land and buildings at fair market value to
RCI. As a result of these transfers, it is expected that net rent expense for each of Wireless, Cable and Telecom and Media
will increase in 2007 by approximately $16 million, $6 million and $3 million, respectively.
    
    Effective December 31, 2006, the management fee arrangements which had previously been in place between RCI
and each of Wireless, Cable and Telecom and Media were terminated. Management fees will no longer be paid by Wireless, Cable and Telecom,
or Media to RCI. Such fees paid by the three segments to RCI totalled approximately $93 million in 2006.
    
    On December 15, 2006, at a special shareholder meeting the shareholders approved a two-for-one split of the RCI Class A
and Class B Shares. As a result, Class A and Class B shareholders of record as of the close of business
on December 29, 2006 received one additional share of the relevant class for each share held effective December 29, 2006. All
references to RCI Class A and Class B Shares and associated
dividends reflect the two-for-one stock split approved by the
shareholders in December 2006.
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
    
    On December 15, 2006, the Board of Directors approved an
increase in the annual dividend from $0.075 to $0.16 per Class A
and Class B Share effective immediately, and modified Rogers dividend distribution policy to make dividend distributions
on a quarterly basis instead of semi-annually. At the same time, the Board declared the first quarterly dividend of $0.04
cents per share to be paid on January 2, 2007 to shareholders of record on December 20, 2006.
    
    On October 30, 2006, the Board of Directors unanimously approved an extension of the employment contract of the Companys
President and Chief Executive Officer, Edward S. (Ted) Rogers. Mr. Rogers employment contract has been extended for an
indefinite duration but can be terminated by Mr. Rogers or by RCI with six months notice.
    
    In September 2006, RCI entered into a multi-year agreement with Maple Leaf Sports and Entertainment which had Rogers become a
lead sponsor and the preferred supplier of all communications services to the Toronto Maple Leafs, Toronto Raptors and Air
Canada Centre.
    
    On July 4, 2006, the Company paid a semi-annual dividend of $24 million to the shareholders of record on June 14, 2006.
    
    Rogers was the lead Canadian broadcaster for the coverage of FIFAs 2006 World Cup Soccer  the worlds single largest
sporting event, which took place in Germany. Rogers provided
unprecedented coverage across its various broadcast and
distribution platforms, including Rogers Sportsnet, Rogers Wireless, Rogers Digital Cable, Rogers Yahoo! Hi-Speed Internet
and Rogers OMNI Television.
    
    During 2005, with the approval of its Board of Directors, RCI entered into an arrangement to sell to its controlling
shareholder, for $13 million in cash, the shares in two of RCIs wholly owned subsidiaries whose only assets consisted of
tax losses aggregating approximately $100 million. These tax losses were transferred from Wireless to one of these wholly
owned subsidiaries of RCI in a series of transactions. The terms of the transaction were reviewed and approved by a Special
Committee of the Board of Directors of RCI comprised of independent directors. Further to this arrangement, on April 7,
2006, a company controlled by RCI's controlling shareholder purchased the shares in one of these wholly owned subsidiaries
for cash of $7 million. On July 24, 2006, the shares of the second wholly owned subsidiary were purchased by a company
controlled by the controlling shareholder for cash of $6 million.
    
    Upon maturity on February 14, 2006, the Company redeemed its $75 million Senior Notes.
    
    On January 4, 2006, the Company completed the acquisition of certain real estate assets in Brampton, Ontario, Canada for a
total purchase price of $99 million in cash, net of adjustments, and including taxes and title insurance.
    
    On January 6, 2006, the Company paid a semi-annual dividend of $24 million to the shareholders of record on December 28,
2005.
 Cable and Telecom
 
    
    Cable and Telecom concluded the final phase of a multi-staged transaction to acquire certain of
the Competitive Local Exchange Carrier (CLEC) assets of Group Telecom/360Networks from Bell
Canada, including approximately 3,400 route kilometres of multi-stranded local and regional fibre;
voice and data switching infrastructure, and co-location, point-of-presence and hub sites in
Ontario, Quebec, Nova Scotia, New Brunswick and Newfoundland.
    
    During 2006, Cable and Telecom expanded availability of high-speed Internet services across Canada. Portable Internet
from Rogers Yahoo!, a fixed wireless offering, was made available in major cities across Canada, while ADSL2 high-speed Internet
service was launched in Vancouver and other Ontario centres outside of our traditional cable footprint.
    
    Cable and Telecom announced Rogers Yahoo! High-Speed Extreme Plus Internet service, which offers customers speed of up to 18
megabits per second.
    
    Cable and Telecom also expanded the availability of our residential telephony service to approximately 90% of homes passed by
our cable networks.
    
    In January 2006, RCI completed a reorganization whereby Cable and Telecom acquired substantially all of the operating
subsidiaries of Rogers Telecom Holdings Inc., including Rogers Telecom Inc. (Telecom). As a result of this reorganization, the
businesses formerly conducted by Telecom are now conducted by Cable and Telecom. As a result of the changes to managements
reporting, Cable and Telecoms reporting segments changed effective January 2006 to the following: Cable and Internet; Rogers
Business Solutions; Rogers Home Phone; and Rogers Retail (formerly
known as Rogers Video). Comparative figures are now presented on this basis.
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
    
    On January 3, 2006, the Company redeemed all of Telecoms remaining 10.625% Senior Secured Notes due 2008. The total redemption
amount was US$23 million, including a redemption premium of US$1 million.
 Wireless
 
    
    Successfully launched its HSDPA network in the Golden Horseshoe markets of Ontario. This next generation broadband wireless
technology, which Wireless continues to deploy across other major markets, is the fastest mobile wireless data service available in Canada.
    
    Wireless launched a broadband fixed wireless service in 20 cities across Canada as the first offering enabled by our Inukshuk joint
venture. This service gives customers wireless portable access to Rogers Yahoo! Hi-Speed Internet services at speeds up to 1.5
Mbps.
    
    On June 1, 2006, Wireless repaid at maturity the 10.5% Wireless Senior Secured Notes in the aggregate principal amount outstanding of
$160 million, and repaid a mortgage in the aggregate principal amount outstanding of $22 million during the year.
 Media
 
    
    In addition to its organic growth, Media expanded its business in 2006 through the following initiatives: the launch of the
Canadian edition of Hello!and Chocolatmagazines;the launch of OMNI.11 Television in Winnipeg, Manitoba, the acquisition of
Canadian Parents Online, and the increased ownership of The Biography Channel and G4TechTV Canada, to 100% and 66.67%, respectively.
    
    On January 1, 2007, Media closed the $40 million acquisition of five Alberta Radio stations announced earlier in 2006 which
brought the total number of radio stations owned by Media to 51. The
stations are located in Edmonton, Fort McMurray and Grande Prairie,
Alberta.
 2005 Highlights
 Rogers Communications Inc.
 
    
    On July 1, 2005, the Company acquired 100% of Rogers Telecom Holdings Inc. (formerly Call-Net Enterprises Inc., or Call-Net)
in a share-for-share transaction announced May 11, 2005. Telecom is a Canadian integrated telecommunications solutions provider of
local, long distance and data services to more than 600,000 households and businesses across Canada. As of December 31, 2005,
Telecom operated an extensive national fibre network with approximately 160 co-locations in major urban areas across Canada and also
maintained network facilities in the U.S. and United Kingdom.
    
    As consideration for the Telecom acquisition, RCI issued approximately 16 million Class B Shares and approximately 0.8 million
fully-vested options to acquire Class B Shares with Call-Net
shareholders receiving two Class B Shares for each 4.25 shares of
Call-Net. Including estimated transaction costs of $4 million,
the purchase price of the acquisition was $328 million.
    
    On June 30, 2005, the Company issued a notice of redemption for all of its 5.75% Convertible Debentures due November 26, 2005 at
a redemption price per US$1,000 face amount of US$992 for an aggregate redemption amount of approximately US$223 million and a
redemption date of August 2, 2005. An aggregate of approximately 15.4 million Class B Shares were issued to debenture holders.
    
    Rogers and Bell Canada announced a joint venture that will build and manage a Canada-wide wireless broadband network utilizing
the two companies extensive fixed wireless spectrum holdings and existing networks of cellular tower and backhaul assets.
    
    In recognition of the Companys improving financial performance and solid strategic positioning the Board of Directors expressed
confidence in managements execution of the Companys
strategy by approving a 50% increase in the annual dividend to $0.075 per
share, paid semi-annually. RCI declared a semi-annual dividend of $0.0375 per share on each outstanding Class B Share and Class A
Voting Share, which was paid on January 6, 2006 to shareholders of record on December 28, 2005.
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
    
    On October 11, 2005, the Company issued a notice to Microsoft Corporation (Microsoft) of its intention to redeem the $600
million aggregate principal amount of 5 1/2% Convertible Preferred Securities due August 2009. On October 17, 2005, the Company
received notice that Microsoft had elected to convert these securities, and, pursuant to this notice of conversion, the Company
issued 34,285,714 shares of our Class B Shares to Microsoft on October 24, 2005 at the exercise price of $35 per share.
 Cable and Telecom
 
    
    In December 2005, Cable and Telecom redeemed US$114 million aggregate principal amount of its 11% Senior Subordinate Convertible
Debentures due 2015 including a redemption premium of 5.50% for a total of $141 million (US $120 million).
    
    On July 1, 2005, Cable and Telecom introduced its Rogers Home Phone cable telephony service offering in the Greater Toronto
Area. Rogers Home Phone voice-over-cable service was rolled out across the Companys cable areas in Southwest Ontario and Ottawa in
the fourth quarter of 2005.
    
    In June 2005, Cable and Telecom amended its bank credit facility. The maximum amount of the facility has been reduced by $75
million to $1 billion comprised of $600 million Tranche A and $400 million Tranche B. The amendment served to extend the maturity
date of both Tranche A and Tranche B to bullet repayments on July 2, 2010 and eliminate the amortization schedule for Tranche B;
reduce interest rates and standby fees; and relax certain financial covenants.
    
    On March 15, 2005, Cable and Telecom repaid US$292 million aggregate principal amount of its 10.0% Senior Secured Second
Priority Notes due March 15, 2005. Cable and Telecom had a net cash outlay of $58 million on the settlement of the cross-currency
interest rate swap of US$283 million notional amount that qualified as a hedge for accounting purposes of a portion of these 10.0%
Notes. On March 15, 2005, a cross-currency interest rate swap of US$50 million notional amount matured. Cable and Telecom incurred a
net cash outlay of $11 million upon settlement of this swap.
    
    Cable and Telecom acquired most of the Group Telecom and 360 Networks CLEC assets in New Brunswick and Nova Scotia from Bell
Canada for $13 million. Telecom also acquired Group Telecom and 360 Networks multi-stranded regional fibre in Ontario and Québec
for $12 million.
    
    During the third quarter of 2005, Rogers Telecom Holdings Inc. redeemed approximately US$201 million of its 10.625% Senior
Secured Notes due 2008 leaving approximately US$23 million in aggregate principal amount outstanding. Telecom also terminated its
$55 million accounts receivable securitization program.
 Wireless
 
    
    The integration of Fido Solutions Inc. was essentially completed with the two GSM networks now fully integrated and all postpaid
and prepaid retail Fido subscribers migrated onto the Wireless billing platforms.
    
    During 2005, with the approval of its Board of Directors, RCI entered into an arrangement to sell to its controlling
shareholder, for $13 million in cash, the shares in two of RCIs wholly owned subsidiaries whose only asset will consist of tax
losses aggregating approximately $100 million. These tax losses will be transferred from Wireless to one of these wholly owned
subsidiaries of RCI. The terms of the transaction were reviewed and approved by a Special Committee of the Board of Directors of RCI
comprised of independent directors.
 2004 Highlights
 Rogers Communications Inc.
 
    
    On April 15, 2004, the Company filed a final shelf prospectus in all of the provinces in Canada and in the U.S. under which it
will be able to offer up to an aggregate of US$750 million of Class B Shares, preferred shares, debt securities, warrants, share
purchase contracts or units, or any combination thereof, for a period of 25 months from the date filed.
    
    On June 16, 2004, 19,083,970 Class B Shares were sold under the shelf prospectus for net cash proceeds of $239 million.
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
    
    On October 13, 2004, the Company announced the completion of its purchase of the 48,594,172 RWCI Class B Restricted Voting
shares owned by JVII General Partnership (JVII), a partnership owned by AT&T Wireless Services, Inc. (AWE), for a cash price of
$36.37 per share for a total of approximately $1,767 million. As a result of this transaction, the Companys ownership increased
from approximately 55.3% to approximately 89.3% at October 13, 2004. The Company funded the approximate $1,767 million cash purchase
price through a $1,750 million secured bridge financing facility available for up to two years with a group of Canadian financial
institutions. This facility was permanently repaid on December 31, 2004, in part through proceeds from a $1,400 million loan from
RWCI.
 
    
    On November 11, 2004 RCI announced an exchange offer to purchase all of the publicly-owned Class B Restricted Voting shares of
Wireless, with the consideration being 3.5 Class B Shares for each Wireless Class B Restricted Voting share held. The acquisition
was successfully completed effective December 31, 2004 and Wireless became a wholly owned subsidiary. RCI issued a total of
56,145,712 Class B Shares as consideration in this transaction.
    
    On December 15, 2004, RCI announced that its Board of Directors unanimously approved an extension of the employment contract of
the companys President and Chief Executive Officer, Edward S. (Ted) Rogers. Mr. Rogers employment contract with Rogers
Communications has been extended from December 31, 2006 to June 30, 2008.
 Cable
 
    
    In January 2004, Cable announced an agreement with Yahoo! Inc. to provide co-branded Internet services to customers of its
Internet services. Cable launched its broadband Rogers Yahoo! Hi-Speed Internet services and completed the transition of its Ontario
and New Brunswick Internet customer bases to the new platform. These broadband services include some or all of the following
features: safety and security features with parental controls; an e-mail system with e-mail anti-virus; SpamGuard Plus; over 2
gigabytes of mail storage; Rogers Yahoo! Photos with unlimited storage; Rogers Yahoo! Messenger; Internet music and radio; and
Rogers Yahoo! Games.
    
    In January 2004, RCI directed Cable to establish, and Cable adopted, a distribution policy to distribute $6.0 million of cash
per month to RCI on a regular basis beginning in January 2004. As a result, Cable distributed an aggregate $72.0 million to RCI
under this distribution policy in 2004. In addition, in November, 2004, Cable distributed $660 million as a return of capital to
RCI.
    
    In February 2004, together with RCI, Cable announced a plan for the deployment of an advanced broadband Internet Protocol (IP)
multimedia network to support primary line voice-over-cable telephony and other new services across its cable service areas with
initial service availability expected no earlier than mid-2005. As originally disclosed in February 2004, Cable anticipates that it
will initially invest approximately $200 million in fixed costs to enable the launch of the service, with approximately $106 million
of the initial investment made in 2004. Once this initial platform is deployed, additional variable additions to Property, Plant and
Equipment (PP&E) associated with adding each voice-over telephony service customer, which includes uninterruptible back-up
powering at the home, are expected to be in the range of $300 to $340 per subscriber addition.
    
    On February 23, 2004, Cable redeemed $300 million aggregate principal amount of its 9.65% Senior Secured Second Priority
Debentures due 2014 at a redemption price of 104.825% of the aggregate principal amount.
    
    On March 11, 2004, Cable completed a private placement in an aggregate principal amount of US$350 million 5.50% of Senior
(Secured) Second Priority Notes due 2014. Cable used approximately US$243 million of the net proceeds to refinance the drawdown
under its new bank credit facility, which was used to fund the redemption of February 23, 2004 of $300 million 9.65% Senior Secured
Debenture due 2014 at a redemption price of 104.825%. Cable used the balance of the net proceeds from the offering of the 5.50%
Notes to repay other existing indebtedness outstanding under the new bank credit facility and for general corporate purposes.
    
    On November 30, 2004, Cable completed a private placement in an aggregate principal amount of $175 million 7.25% Senior
(Secured) Second Priority Notes due 2011 and US$280 million 6.75% Senior (Secured) Second Priority Notes due 2015. Cable used the
proceeds to refinance borrowings under bank facilities.
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Wireless
 
    
    Successfully completed the deployment of EDGE technology across Wireless entire GSM/GPRS network and have introduced devices
which enable subscribers to enjoy greatly increased wireless data speeds.
    
    On February 20, 2004, Rogers Wireless Inc. (RWI) completed a private placement of an aggregate principal amount of US$750
million 6.375% Senior Secured Notes due 2014. Approximately US$735 million of the proceeds were used on March 26, 2004 to redeem
US$196 million 8.30% Senior Secured Notes due 2007, US$179 million 8.80% Senior Subordinated Notes due 2007, and US$333 million 9
3/8% Senior Secured Debentures due 2008, together with related redemption premiums.
    
    On October 8, 2004, Wireless and its bank lenders entered into an amending agreement to Wireless $700 million bank credit
facility that provided among other things, for a two year extension to the maturity date and the reduction schedule so that the
Wireless bank credit facility now reduces by $140 million on each of April 30, 2008 and April 30, 2009 with the maturity date on
April 30, 2010. The provision for early maturity in the event that Wireless 10 1/2% senior secured notes due 2006 are not repaid
(by refinancing or otherwise) on or prior to December 31, 2005 has been eliminated. In addition, certain financial ratios to be
maintained on a quarterly basis have been made less restrictive, the restriction on the annual amount of property, plant and
equipment (PP&E) expenditures has been eliminated and the restriction on the payment of dividends and other shareholder
distributions has been eliminated other than in the case of a default or event of default under the terms of the bank credit
facility.
    
    On September 20, 2004, Wireless announced an all cash offer of $35.00 per share to acquire all of the issued and outstanding
equity securities of Microcell, Canadas fourth largest wireless communications provider. Microcells Board of Directors recommended
that its shareholders tender to the offer, Wireless obtained certain necessary regulatory approvals and the acquisition was
successfully completed effective November 9, 2004 for approximately $1,318 million.
    
    On October 13, 2004, the Company announced the completion of its purchase of 48,594,172 RWCI Class B Restricted Voting shares
owned by JVII.
    
    On November 30, 2004, Wireless completed a private placement in the principal amount of $460.0 million 7.625% Senior (Secured)
Notes due 2011, US $550 million Floating Rate Senior (Secured) Notes due 2010, US $470 million 7.25% Senior (Secured) Notes due
2012, US $550 million 7.5% Senior (Secured) Notes due 2015, and US $400 million 8.0% Senior Subordinated Notes due 2012.
    
    On December 31, 2004, RCI, directly and indirectly, acquired all of the RWCI Class B Restricted Voting shares held by the public
for consideration of 3.5 Class B Share for each RWCI Restricted Voting share held by the public.
 Media
 
    
    On November 1, 2004, Medias Broadcasting subsidiary reached an
agreement to purchase certain assets of NOWTV, a Vancouver
over-the-air religious television broadcaster that also owns a licence
for a Winnipeg television service, subject to CRTC approval.
    
    On July 31, 2004, the Companys wholly owned subsidiary, Blue Jays,
redeemed and cancelled all of its outstanding Class A Preferred
Voting shares that were issued in April 2001 to Rogers Telecommunications
Ltd. (RTL), a company controlled by RCIs controlling shareholder.
At that time, RTL acquired the voting rights to control the Toronto
Blue Jays. As a result of the redemption, voting control of the Blue
Jays transferred to RCI and, accordingly, RCI began to consolidate the
results of the Toronto Blue Jays effective July 31, 2004.
    
    In August, 2004, Medias Publishing subsidiary successfully launched
Lou Lou, Canadas first paid circulation shopping magazine for young
women.
    
    On December 23, 2004, Medias Broadcasting subsidiary acquired the 20%
interest in Rogers Sportsnet Inc. held by Fox Sports Net Canada
Holdings LLC, for $45 million, increasing its ownership to 100%.
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Item 4.2  Significant Acquisitions
  ITEM 5  NARRATIVE DESCRIPTION OF THE BUSINESS
 PROPERTIES, TRADEMARKS, ENVIRONMENTAL AND OTHER MATTERS
        11




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Item 5.1  General  Business Overview
 Overview  Our Business
    
    p. 3Seasonality
    
    pgs. 78-81Operating Unit Review:Wireless:Wireless Business
    
    p. 13Wireless Products and Services
    
    p. 13Wireless Distribution Network
    
    p. 13Wireless Networks
    
    pgs. 13-14Wireless Strategy
    
    p. 14Wireless Competition
    
    p. 52Recent Wireless Industry Trends
    
    pgs. 15-16Cable and Telecom:Cable and Telecom Business
    
    pgs. 22-23Cable and Telecom Products and Services
    
    pgs. 23-24Cable and Telecom Distribution Network
    
    p. 24Cable and Telecom Networks
    
    pgs. 24-25Cable and Telecom Strategy
    
    pgs. 25-26Cable and Telecom Competition
    
    pgs. 52-53Recent Cable and Telecom Industry Trends
    
    p. 26Media:Media Business
    
    pgs. 35-36Media Strategy
    
    p. 36Media Competition
    
    p. 53Recent Media Industry Trends
    
    p. 36Intercompany and RelatedParty Transactions
    
    pgs. 73-76
 Item 5.2  Risk Factors
     ITEM 6  DIVIDENDS
 Item -6.1  Dividends
  12




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##### 



ITEM 7  DESCRIPTION OF CAPITAL STRUCTURE
 Item -7.1  General Description of Capital Structure
   Item -7.2  Constraints
 Restrictions on the Transfer, Voting and Issue of Shares
 Broadcasting Act Telecommunications Act Radiocommunication Act
  Broadcasting Act Telecommunications Act Radiocommunication
Act
 Broadcasting Act
 Telecommunications Act Radiocommunication Act Telecommunications Act Radiocommunication Act
  13




---



##### 



Item -7.3  Ratings
     14




---



##### 



ITEM 8  MARKET FOR SECURITIES
  Item 8.1  Trading Price and Volume
  RCI.A
 Date
    
    High
    
    
    Low
    
    
    Close
    
    
    Volume2006/01
    
    
    27.50
    
    
    
    24.88
    
    
    
    27.49
    
    
    
    81,5762006/02
    
    
    27.25
    
    
    
    23.30
    
    
    
    24.90
    
    
    
    1,084,3602006/03
    
    
    25.42
    
    
    
    23.50
    
    
    
    24.25
    
    
    
    154,1342006/04
    
    
    26.08
    
    
    
    22.67
    
    
    
    25.75
    
    
    
    1,127,8162006/05
    
    
    25.97
    
    
    
    22.01
    
    
    
    25.00
    
    
    
    94,6642006/06
    
    
    24.67
    
    
    
    22.97
    
    
    
    24.65
    
    
    
    161,7802006/07
    
    
    26.22
    
    
    
    24.25
    
    
    
    25.99
    
    
    
    38,8342006/08
    
    
    30.74
    
    
    
    26.91
    
    
    
    30.74
    
    
    
    58,5302006/09
    
    
    32.98
    
    
    
    29.26
    
    
    
    32.90
    
    
    
    52,7122006/10
    
    
    36.51
    
    
    
    31.25
    
    
    
    36.24
    
    
    
    182,1382006/11
    
    
    37.97
    
    
    
    34.75
    
    
    
    36.50
    
    
    
    183,7762006/12
    
    
    41.00
    
    
    
    35.15
    
    
    
    39.69
    
    
    
    236,763
 15




---



##### 



RCI.B
 Date
    
    High
    
    
    Low
    
    
    Close
    
    
    Volume2006/01
    
    
    26.03
    
    
    
    23.38
    
    
    
    25.05
    
    
    
    50,615,3182006/02
    
    
    25.31
    
    
    
    22.25
    
    
    
    22.75
    
    
    
    65,123,1882006/03
    
    
    23.87
    
    
    
    22.06
    
    
    
    22.27
    
    
    
    53,125,9642006/04
    
    
    24.40
    
    
    
    21.28
    
    
    
    23.69
    
    
    
    46,254,0742006/05
    
    
    24.00
    
    
    
    20.84
    
    
    
    22.95
    
    
    
    41,259,8362006/06
    
    
    23.82
    
    
    
    21.57
    
    
    
    22.45
    
    
    
    32,296,9802006/07
    
    
    24.50
    
    
    
    22.28
    
    
    
    24.17
    
    
    
    26,137,5782006/08
    
    
    28.73
    
    
    
    25.90
    
    
    
    28.50
    
    
    
    54,482,1542006/09
    
    
    30.83
    
    
    
    27.85
    
    
    
    30.60
    
    
    
    43,741,6822006/10
    
    
    34.09
    
    
    
    29.35
    
    
    
    33.60
    
    
    
    51,435,6482006/11
    
    
    35.10
    
    
    
    32.79
    
    
    
    34.99
    
    
    
    41,019,7202006/12
    
    
    35.00
    
    
    
    33.27
    
    
    
    34.70
    
    
    
    33,823,786
 Item 8.2  Prior Sales
  ITEM 9  ESCROWED SECURITIES
  ITEM 10  DIRECTORS AND OFFICERS
  Name
    
    PositionAlan D. Horn (9)
    
    Director and ChairmanPhilip B. Lind
    
    Director and Vice ChairmanEdward S. Rogers, O.C. (2)(7)(8)(12)
    
    Director and President and Chief Executive OfficerNadir H. Mohamed(6)
    
    Director and President and Chief Operating Officer,
Communications GroupWilliam L. Linton (10)
    
    Senior Vice President, Finance and Chief Financial OfficerRobert W. Bruce
    
    Senior Vice President, Communications GroupEdward Rogers (2)(3)(7)(8)
    
    Director and Senior Vice President, Communications GroupAnthony P. Viner
    
    Senior Vice President, MediaRonan D. McGrath
    
    President, Rogers Shared Operations and Chief Information OfficerRobert F. Berner
    
    Executive Vice President, Chief Technology OfficerStephen Graham
    
    Executive Vice President, Corporate Marketing and ConvergenceJames S. Lovie
    
    Executive Vice President, Consumer Sales and ServiceDavid P. Miller
    
    Senior Vice President, General Counsel and SecretaryKevin P. Pennington
    
    Senior Vice President, Chief Human Resources OfficerMelinda M. Rogers (3)(6)(8)
    
    Director and Senior Vice President, Strategy and Development
 16




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##### 



Name
    
    PositionRonald D. Besse (1)(5)(6)
    
    DirectorC. William D. Birchall (1)(3)(7)
    
    DirectorJohn H. Clappison (1)(13)
    
    DirectorPeter C. Godsoe, O.C. (2)(3)(4)(5)(7)
    
    DirectorThomas I. Hull (2)(4)(5)(7)
    
    DirectorThe Hon. David R. Peterson, P.C., Q.C. (6)(11)
    
    DirectorLoretta A. Rogers (8)
    
    DirectorWilliam T. Schleyer (5)
    
    DirectorJohn A. Tory, Q.C. (2)(3)(4)(5)(7)
    
    DirectorJ. Christopher C. Wansbrough (1)(2)(6)(7)
    
    DirectorColin D. Watson (1)
    
    Director
 
 (1)
    
    Denotes member of Audit Committee.(2)
    
    Denotes member of Executive Committee.(3)
    
    Denotes member of the Nominating Committee(4)
    
    Denotes member of the Corporate Governance Committee.(5)
    
    Denotes member of the Compensation Committee.(6)
    
    Denotes member of the Pension Committee.(7)
    
    Denotes member of the Finance Committee.(8)
    
    Loretta A. Rogers is married to Edward S. Rogers. Edward Rogers is the son and Melinda Rogers
is the daughter of Edward S. Rogers and Loretta A. Rogers.(9)
    
    Mr. Horn resigned as Vice President, Finance and Chief Financial Officer of the Corporation
and was appointed Chairman of the Board and elected a director of the Corporation effective
March 21, 2006. Mr. Horn was a director of AT&T Canada Inc., as a representative of the
Corporation, when it filed for bankruptcy protection on October 15, 2002.(10)
    
    Mr. Linton was appointed Vice President, Finance and Chief Financial Officer effective March
21, 2006 and became Senior Vice President, Finance and Chief Financial Officer on February 14,
2007.(11)
    
    Mr. Peterson was a director of YBM Magnex International Inc. when the Ontario Securities
Commission issued cease trade orders in May 1998. YBM Magnex International Inc. was delisted
from the Toronto Stock Exchange on December 15, 1998.(12)
    
    Mr. Edward S. Rogers, O.C. was a director of At Home Corporation when it filed for Chapter 11
protection from creditors in September, 2001 and was cease traded on October 1, 2001. At Home
Corporation was delisted from Nasdaq National Market on October 22, 2001.(13)
    
    Mr. John H. Clappison was elected to the Board of Directors on June 13, 2006. Alan D.
Horn,
 Philip
B. Lind, C.M.,
 17




---



##### 



Edward Ted S. Rogers, O.C.
 Nadir
Mohamed,
 William
W. Linton,
 Robert W. Bruce,
 Edward
Rogers,
 Anthony P. Viner,
 Ronan D. McGrath,
 Robert
F. Berner,
 18




---



##### 



Stephen Graham,
 James S. Lovie,
 David P. Miller,
 Kevin P. Pennington,
 Melinda M. Rogers,
 Ronald D. Besse,
 C.
William D. Birchall,
 John H. Clappison,
 Peter C. Godsoe, O.C.,
 Thomas I. Hull,
 19




---



##### 



The Hon. David R. Peterson, P.C., Q.C.,
 Loretta A. Rogers,
 William T. Schleyer,
 John A. Tory, Q.C.,
 J. Christopher C. Wansbrough,
 Colin D. Watson,
  ITEM 11  PROMOTERS
  ITEM 12  LEGAL PROCEEDINGS AND REGULATORY ACTIONS
 Item 12.1  Legal Proceedings
  20




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##### 



Item 12.2 Regulatory Actions
  ITEM 13  INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
  ITEM 14  TRANSFER AGENTS AND REGISTRARS
  ITEM 15  MATERIAL CONTRACTS
  ITEM 16  INTEREST OF EXPERTS
 Item 16.1  Name of Experts
  21




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##### 



Item 16.2  Interest of Experts
  ITEM 17  AUDIT COMMITTEE
 Item 17.1  Audit Committee Charter
 Purpose Of Audit Committee
   Membership
  (a)
    
    Independence.Each member shall be independent in accordance with applicable legal and
regulatory requirements and in such regard shall have no direct or indirect material
relationship with the Company which could, in the view of the Board, reasonably interfere
with the exercise of a members independent judgment.(b)
    
    Financially Literate.Each member shall be financially literate or must become
financially literate within a reasonable period of time after his or her appointment to the
Audit Committee. For these purposes, an individual is financially literate if he or she has
the ability to read and understand a set of financial statements that present a breadth and
level of complexity of accounting issues that are generally comparable to the breadth and
complexity of the issues that can reasonably be expected to be raised by the Companys
financial statements.(c)
    
    Commitment.In addition to being a member of the Audit Committee and of any audit
committee of any affiliate of the Company, if a member of the Audit Committee is also on the
audit committee of more than two additional public companies, the Board, or the Nominating
and Corporate Governance Committee, shall determine that such simultaneous service does not
impair the ability of such member to serve effectively on the Companys Audit Committee.
 Chair And Secretary
  Meetings
  22




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##### 



Meeting Agendas
  Resources And Authority
    Responsibilities
    1. Financial Reporting Process and Financial Statements
 (a)
    
    in consultation with the external auditors and the internal auditors, review the
integrity of the Companys financial reporting process, both internal and external, and any
major issues as to the adequacy of the internal controls and any special audit steps adopted
in light of material control deficiencies;(b)
    
    review all material transactions and material contracts entered into by the Company (and
any subsidiary) with any insider or related party of the Company, other than officer or
employee compensation arrangements approved or recommended by the Compensation Committee or
director remuneration approved or recommended by the Nominating and Corporate Governance
Committee;(c)
    
    review and discuss with management and the external auditors the Companys annual audited
consolidated financial statements and its interim unaudited consolidated financial
statements, and discuss with the external auditors the matters required to be disclosed by
generally accepted auditing standards in Canada and the United States, as may be modified or
supplemented, and for such purpose, receive and review an annual report by the external
auditors describing: (i) all critical accounting policies and practices used by the Company,
(ii) all material alternative accounting treatments of financial information within generally
accepted accounting principles that have been discussed with management of the Company,
including the ramifications of the use such alternative treatments and disclosures and the
treatment preferred by the external auditors, and (iii) other material written communications
between the external auditors and management, and discuss such annual report with the external
auditors;
 23




---



##### 



(d)
    
    following completion of the annual audit, review with each of management, the external
auditors and the internal auditors any significant issues, concerns or difficulties
encountered during the course of the audit;(e)
    
    resolve disagreements between management and the external auditors regarding financial
reporting;(f)
    
    review the interim quarterly and annual financial statements and annual and interim press
releases prior to the release of earnings information;(g)
    
    review and be satisfied that adequate procedures are in place for the review of the
public disclosure of financial information by the Company extracted or derived from the
Companys financial statements, other than the disclosure referred to in (f), and
periodically assess the adequacy of those procedures; and(h)
    
    meet separately, periodically, with management, with the internal auditors and with the
external auditors.
 2. External auditors
 (a)
    
    require the external auditors to report directly to the Audit Committee;(b)
    
    be directly responsible for the selection, nomination, compensation, retention,
termination and oversight of the work of the Companys external auditors engaged for the
purpose of preparing or issuing an auditors report or performing other audit, review or
attest services for the Company, and in such regard recommend to the Board the external
auditors to be nominated for approval by the shareholders;(c)
    
    pre-approve all audit engagements and the provision by the external auditors of all
non-audit services, including fees and terms for all audit engagements and non-audit
engagements, and in such regard the Audit Committee may establish the types of non-audit
services the external auditors shall be prohibited from providing and shall establish the
types of audit, audit related and non-audit services for which the Audit Committee will
retain the external auditors. The Audit Committee may delegate to one or more of its members
the authority to pre-approve non-audit services, provided that any such delegated
pre-approval shall be exercised in accordance with the types of particular non-audit
services authorized by the Audit Committee to be provided by the external auditor and the
exercise of such delegated pre-approvals shall be presented to the full Audit Committee at
its next scheduled meeting following such pre-approval;(d)
    
    review and approve the Companys policies for the hiring of partners and employees and
former partners and employees of the external auditors;(e)
    
    consider, assess and report to the Board with regard to the independence and performance
of the external auditors; and(f)
    
    request and review a report by the external auditors, to be submitted at least annually,
regarding the auditing firms internal quality-control procedures, any material issues
raised by the most recent internal quality-control review, or peer review, of the auditing
firm, or by any inquiry or investigation by governmental or professional authorities, within
the preceding five years, respecting one or more independent audits carried out by the
external auditors, and any steps taken to deal with any such issues.
 3. Accounting Systems and Internal Controls
 (a)
    
    oversee managements design and implementation of and reporting on internal controls.
Receive and review reports from management, the internal auditors and the external auditors
with regard to the reliability and effective operation of the Companys accounting system
and internal controls; and
 24




---



##### 



(b)
    
    review the activities, organization and qualifications of the internal auditors and
discuss with the external auditors the responsibilities, budget and staffing of the internal
audit function.
 4. Legal and Regulatory Requirements
 (a)
    
    receive and review timely analysis by management of significant issues relating to public
disclosure and reporting;(b)
    
    review, prior to finalization, periodic public disclosure documents containing financial
information, including the Managements Discussion and Analysis and Annual Information Form;(c)
    
    prepare the report of the Audit Committee required to be included in the Companys
periodic filings;(d)
    
    review with the Companys General Counsel legal compliance matters, significant
litigation and other legal matters that could have a significant impact on the Companys
financial statements; and(e)
    
    assist the Board in the oversight of compliance with legal and regulatory requirements.
 5. Additional Responsibilities
 (a)
    
    discuss policies with respect to risk assessment and risk management;(b)
    
    establish procedures and policies for the following:(i)
    
    the receipt, retention and treatment of complaints received by the Company regarding
accounting, internal accounting controls or auditing matters, and(ii)
    
    the confidential, anonymous submission by employees of the Company of concerns regarding
questionable accounting or auditing matters;(c)
    
    prepare and review with the Board an annual performance evaluation of the Audit
Committee;(d)
    
    review earnings guidance provided to analysts and rating agencies;(e)
    
    report regularly to the Board, including with regard to matters such as the quality or
integrity of the Companys financial statements, compliance with legal or regulatory
requirements, the performance of the internal audit function, and the performance and
independence of the external auditors; and(f)
    
    review and reassess the adequacy of the Audit Committees Charter on an annual basis.
 Item 17.2  Composition of the Audit Committee
  
  25




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##### 



Item 17.3  Relevant Education and Experience
  Mr. Besse (Chair)
    
    
    
    former Chairman, President & Chief Executive Officer, Gage Learning CorporationMr. Birchall
    
    
    
    Chartered Accountant; Director & Vice Chairman of Barrick Gold Corporation;
Chairman of Barrick International Banking CorporationMr. Clappison
    
    
    
    Chartered Accountant; former Greater Toronto Area Managing Partner of
PricewaterhouseCoopersMr. Wansbrough
    
    
    
    Chartered Financial Analyst; former President of National Trust CompanyMr. Watson
    
    
    
    former President & Chief Executive Officer of Vector Aerospace Corporation;
former Vice Chairman, President & Chief Executive Officer of Spar Aerospace
Limited
 Item 17.4  Reliance on Certain Exemptions
  Item 17.5  Reliance on the Exemption in Subsection 3.3(2) or Section 3.6
  Item 17.6  Reliance on Section 3.8
  Item 17.7  Audit Committee Oversight
  Item 17.8  Pre-Approval Policies and Procedures
  1.
    
    Annually management provides the Audit Committee with a list of the audit-related and
non-audit services that are anticipated to be provided during the year for pre-approval. The
Audit Committee reviews the services with the auditor and management and considers whether
the provision of the service is compatible with maintaining the auditors independence.2.
    
    Management may engage the auditor for specific engagements that are included in the list of
pre-approved services referred to above for engagements if the fees do not exceed (i)
$100,000 per engagement or (ii) $500,000 per quarter.3.
    
    The Audit Committee delegates authority to the Chairman of the Audit Committee to approve
requests for services not included in the pre-approved list of services or for services not
previously pre-approved by the Audit Committee. Any services approved by the Chairman will be
reported to the full Audit Committee at the next meeting.4.
    
    A review of all audit and non-audit services and fees rendered to the Company and its
subsidiaries by KPMG LLP is reviewed each quarter by the Audit Committee.
  26




---



##### 



Item 17.9
 External Auditors Fees and Services
  Year ended December 31,2006
    
    
    2005Audit Fees(1)
    
    $
    8,829,138
    
    
    $
    4,702,838Audit-related fees(2)
    
    
    1,070,834
    
    
    
    442,400Tax Fees(3)
    
    
    703,719
    
    
    
    721,608All other fees(4)
    
    
    0
    
    
    
    40,000Total
    
    $
    10,603,691
    
    
    $
    5,906,846
 
 NOTES:(1)
    
    Consist of fees related to statutory audits, related audit work in connection with
registration statements and other filings with various regulatory authorities, quarterly
reviews of interim financial statements and accounting consultations related to the audited
financial statements.(2)
    
    Consist mainly of regulatory audits and reviews, advice relating to compliance with Canadian
and U.S. rules on internal controls and other specified procedures audits.(3)
    
    Consist of fees for tax consultation and compliance services.(4)
    
    Consist mainly of fees for audits of the conversion of IT-related systems. ITEM 18  ADDITIONAL INFORMATION
 Item 18.1  Additional Information
   27