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Exhibit 99.1
 ROGERS COMMUNICATIONS INC.
 
 MARCH 8, 2006




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##### 



ROGERS COMMUNICATIONS INC.
ANNUAL INFORMATION FORM INDEX
 Form 51-102F4 Business Acquisition Report dated September 13, 2005, www.sedar.com
 Page reference / incorporatedby reference fromAnnual Information
    
    
    2005Form
    
    
    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. 5-94.2  Significant Acquisitions
    
    
    p. 10Item 5  Narrative Description of the Business5.1  General    Business Overview
    
    
    pgs. 10-12
    
    
    
    p. 3
Rogers Wireless
    
    
    
    
    
    
    pgs. 10-12
Roger Cable
    
    
    
    
    
    
    pgs. 23-26
Rogers Telecom
    
    
    
    
    
    
    pgs. 32-34 Rogers Media
    
    
    
    
    
    
    pgs. 38-39 Employees
    
    
    
    
    
    
    p. 10 Properties, Trademarks, Environmental
and Other Matters
    
    
    p. 105.2  Risk Factors
    
    
    pgs. 11-12Item 6  Dividends6.1  Dividends
    
    
    p. 12Item 7  Description of Capital Structure7.1  General Description of Capital Structure
    
    
    p. 127.2  Constraints
    
    
    pgs. 12-137.3  Ratings
    
    
    p. 14Item 8  Market for Securities8.1  Trading Price and Volume
    
    
    pgs. 14-158.2  Prior Sales
    
    
    p. 15Item 9  Escrowed Securities
    
    
    p. 15Item 10  Directors and Officers
    
    
    pgs. 15-19Item 11  Promoters
    
    
    p. 20Item 12  Legal Proceedings
    
    
    p. 20Item 13  Interest of Management and Others in
Material Transactions
    
    
    p. 20Item 14  Transfer Agents and Registrars
    
    
    p. 20Item 15  Material Contracts
    
    
    pgs. 20-21Item 16  Interests of Experts16.1  Name of Experts
    
    
    p. 2116.2  Interests of Experts
    
    
    p. 21Item 17  Audit Committee17.1  Audit Committee Charter
    
    
    pgs. 21-2417.2  Composition of the Audit Committee
    
    
    pgs. 24-2517.3  Relevant Education and Experience
    
    
    p. 2517.4  Reliance on Certain Exemptions
    
    
    p. 2517.5  Reliance on the Exemption in Subsection 3.3(a) or Section 3.6
    
    
    p. 2517.6  Reliance on Section 3.8
    
    
    p. 2517.7  Audit Committee Oversight
    
    
    p. 2517.8  Pre-Approval Policies and Procedures
    
    
    pgs. 25-2617.9  External Auditor Service Fee
    
    
    p. 26Item 18
 Additional Information18.1  Additional Information
    
    
    p. 26
 2




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(4)
    
    Under the headings Wireless Business, Wireless Products and Services, Wireless
Distribution Network, Wireless Seasonality, Wireless Competition and Recent Industry
Trends.(5)
    
    Under the headings Media Business, Media Seasonality, Media Competition, and
Recent Media Industry Trends.(6)
    
    Under the headings Wireless Employees, Cable Employees and Media Employees.(7)
    
    Under the headings Corporate Risks and Uncertainties, Wireless Risks and
Uncertainties, Cable Risks and Uncertainties, Media Risks and Uncertainties and
Telecom Risks and Uncertainties(8)
    
    Under the heading Dividends and Other Payments on RCI Equity Securities ITEM 3  CORPORATE STRUCTURE
 Item 3.1  Name and Incorporation
 Business Corporations Act
     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 name to Fido Inc. and Fido Solutions Inc., respectively.
  (4)
    
    Effective July 1, 2005, Rogers Telecom Holdings Inc. (formerly Call-Net Enterprises Inc.)
was acquired and became a subsidiary of Rogers Communications Inc.
 (5)
    
    In January 2006, RCI completed a reorganization whereby Cable 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.
  WIRELESS
 
    
    A leading Canadian wireless communications service provider, with over 6.3 million customers at December 31, 2005, including approximately 6.2 million wireless voice and data subscribers.
 
    
    Operates a Global System for Mobile Communications/General Packet Radio Services (GSM/GPRS) network with Enhanced Data for GSM Evolution (EDGE) Technology. Wireless is Canadas only
carrier on the world standard GSM/GPRS technology. Wireless GSM/GPRS/EDGE network provides coverage to approximately 94% of Canadas population at December 31, 2005.
 
    
    Wireless products and services are marketed through a nationwide distribution network of over 7,000 dealer and retailer locations.
 CABLE
 
    
    Rogers Cable is Canadas largest cable television company, which owns and operates cable systems in Ontario, New Brunswick and Newfoundland serving
approximately 2.26 million basic cable subscribers at December 31, 2005.
 
    
    Provides advanced digital cable service serving 913,200 households.
 
    
    Provides internet access service serving approximately 1.15 million customers.
 
    
    On July 1, 2005, Cables voice-over-cable telephony services became commercially available, serving approximately 47,900 subscribers at December 31, 2005.
 MEDIA
 
    
    Publishing produces approximately 70 consumer magazines and trade and professional publications and directories.
 
    
    Broadcasting comprises 46 radio stations across Canada (36 FM and 10 AM radio stations), two multicultural television stations in Ontario (OMNI.1 and OMNI.2), a
spiritually themed television station in Vancouver, acquired in June 2005, a regional sports specialty service (Rogers Sportsnet), and Canadas only nationally televised
shopping service (The Shopping Channel). Broadcasting holds a 50% interest in Dome Productions, a mobile production and distribution joint venture. Broadcasting holds
minority interests in several specialty television services, including Viewers Choice Canada, Outdoor Life Network
   4




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
    
    Owns and operates Canadas second largest chain of video stores (314 stores) at December 31, 2005.
 TELECOM
 
    
    Telecom is a leading Canadian integrated communications solutions provider of home phone,
wireless, long distance (LD) and IP services to households, and local, long distance, toll
free, enhanced voice, data and IP services to businesses and governments across Canada.
 
 
    
    During 2005, Telecom acquired most of the Group Telecom and 360 Networks CLEC assets in
New Brunswick and Nova Scotia.
 (OLN), G4TechTV Canada, The Biography Channel 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.
    
    On November 26, 2004, Media entered into an agreement to purchase the assets related to owning and operating SkyDome, a multi-purpose stadium located in Toronto, Canada.
This transaction closed on January 31, 2005 with the renaming of the stadium as the Rogers Centre.
    
    Effective January 1, 2005, ownership and management of Rogerss sports operations, including the Toronto Blue Jays were transferred to Media.
   ITEM 4  GENERAL DEVELOPMENT OF THE BUSINESS
 Item 4.1  Three Year History
 Recent Developments
  2006 Year-to-Date Developments
 
    
    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$23.2 million, including a redemption premium of US$1.2 million.
    
    On January 4, 2006, the Company completed the acquisition of certain
real estate assets in Brampton, Ontario, Canada for $96.3 million in
cash, net of adjustments, and including taxes and title insurance.
The total purchase price for the acquisition was $99.3 million
including a $3.0 million deposit made in 2005.
    
    On January 6, 2006, the Company paid a semi-annual dividend of $23.5
million to the shareholders of record on December 28, 2005.
    
    In January 2006, RCI completed a reorganization whereby Cable 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. As a result of the changes to managements reporting,
beginning in 2006, Cables reporting segments will change.
    
    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 from June 30,
2008 to December 31, 2008.
 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.
 5




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
    
    As consideration for the Telecom acquisition, RCI issued approximately 8.5
million RCI Class B Non-Voting shares and approximately 0.4 million
fully-vested options to acquire RCI Class B Non-Voting shares with Call-Net
shareholders receiving one Class B Non-Voting share for each 4.25 shares of
Call-Net. Including estimated transaction costs of $4.0 million, the purchase
price of the acquisition was $328.5 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$992.28 for an aggregate redemption amount of
approximately US$223.0 million and a redemption date of August 2, 2005. An
aggregate of approximately 7.7 million RCI Class B Non-Voting 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 $0.15 per share, paid semi-annually. RCI declared a
semi-annual dividend of $0.075 per share on each outstanding RCI Class B
Non-Voting share and RCI Class A Voting share, which was paid on January 6,
2006 to shareholders of record on December 28, 2005.
    
    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 51/2% 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
17,142,857 shares of our Class B Non-Voting stock to Microsoft on October 24,
2005 at the exercise price of $35 per share.
 Cable
 
    
    In December 2005, Cable redeemed U.S.$113.7 million aggregate principal
amount of its 11% Senior Subordinate Convertible Debentures due 2015 to a
redemption premium of 5.50% for a total of $140.9 million (U.S. $119.9
million).
    
    On July 1, 2005, Cable 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 amended its bank credit facility. The maximum amount
of the facility has been reduced by $75.0 million to $1.0 billion comprised of
$600.0 million Tranche A and $400.0 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 repaid US$291.5 million aggregate principal
amount of its 10.0% Senior Secured Second Priority Notes due March 15, 2005.
Cable had a net cash outlay of $58.1 million on the settlement of the
cross-currency interest rate swap of US$283.4 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$50.0 million
notional amount matured. Cable incurred a net cash outlay of $10.5 million
upon settlement of this swap.
 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.
 6




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Telecom
 
    
    Telecom acquired most of the Group Telecom and 360 Networks CLEC assets in
New Brunswick and Nova Scotia from Bell Canada for $12.6 million. Telecom also
acquired Group Telecom and 360 Networks multi-stranded regional fibre in
Ontario and Québec for $12.0 million.
    
    During the third quarter of 2005, Rogers Telecom Holdings Inc. redeemed
approximately US$200.9 million of Telecoms 10.625% Senior Secured Notes due
2008 leaving approximately US$22.0 million in aggregate principal amount
outstanding. Telecom also terminated its $55.0 million accounts receivable
securitization program.
 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 Non-Voting 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, 9,541,985 Class B Non-Voting shares were sold under the
shelf prospectus for net cash proceeds of $238.9 million.
    
    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
$1,767.4 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. See Significant Acquisitions.
    
    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 1.75 RCI Class B Non-Voting 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 28,072,856 Class B Non-Voting shares as consideration in this
transaction. See Significant Acquisitions.
    
    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
 7




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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 $300.0 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$350.0 million 5.50% of Senior (Secured) Second Priority
Notes due 2014. Cable used approximately US$243.3 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 $300.0 million 9.65% Senior Secured
Debenture due 2014 at a redemption price of 104.825%. Cable used the balance
of the net proceeds from this offering 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 $175.0 million 7.25% Senior (Secured) Second Priority Notes
due 2011 and US$280.0 million 6.75% Senior (Secured) Second Priority Notes due
2015. Cable used the proceeds to refinance borrowings under bank facilities.
 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$750.0 million 6.375% Senior
Secured Notes due 2014. Approximately US$734.7 million of the proceeds were
used on March 26, 2004 to redeem US$196.1 million 8.30% Senior Secured Notes
due 2007, US$179.1 million 8.80% Senior Subordinated Notes due 2007, and
US$333.2 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 $700.0 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 $140.0
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. See Rogers
Communications Inc. and Significant Acquisitions.
    
    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
$550.0 million Floating Rate Senior (Secured) Notes due 2010, US $470.0 million
7.25% Senior (Secured) Notes due 2012, US $550.0 million 7.5% Senior (Secured)
Notes due 2015, and US $400.0 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
1.75 RCI Class B Non-Voting Share for each RWCI Restricted Voting share held by
the public. See Rogers Communications Inc. and Significant Acquisitions.
 8




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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%.
 2003 Highlights
 Cable
 
    
    Network rebuild project progressed further, increasing to 96% of Rogers
Cables homes passed being two-way addressable, 99% of subscribers digital
capable and more than 92% of the Cable plant capable of transmitting 750 MHz of
bandwidth or greater.
    
    Continued to expand the availability of video-on-demand (VOD) service,
Rogers on Demand, with availability reaching over 1.8 million homes by year end
2003, while continuing to expand the number of VOD content agreements with
various production studios to bring the total number of available titles to
over 1,000.
    
    Increased the throughput of its Hi-Speed Internet service up to 3Mbps,
introduced its personal video recorders (PVR), and launched nine new high
definition television (HDTV) channels.
    
    Issued US$350 million 6.25% Senior (Secured) Second Priority Notes due
2013. Proceeds of this financing were used to repay advances outstanding under
Cables bank credit facility, intercompany debt owing to RCI and to redeem
US$74.8 million aggregate principal amount of Cables 10% Senior Secured Second
Priority Debentures due 2007 at a redemption price of 105.0% of the aggregate
principal amount, and for general corporate purposes.
 Wireless
 
    
    Completed the deployment of GSM/GPRS technology operating in the 850 MHz
spectrum range across the national footprint, expanding the capacity and also
enhancing the quality of the GSM/GPRS network. Began trials of EDGE technology
in the Vancouver market at the end of 2003 which, accomplished by the
installation of a network software upgrade, more than triples the wireless data
transmission speeds available on its network.
    
    In 2003, Wireless announced that it would transition the branding to Rogers
Wireless from Rogers AT&T Wireless. On March 8, 2004, it began the transition,
bringing greater clarity to the Rogers brand in Canada. As a result, a non-cash
charge in 2003 of approximately $20.0 million was recorded to reflect the
accelerated amortization of the associated brand licence costs, as the decision
was made to terminate in 2003.
 Media
 
    
    Broadcasting successfully completed the reformatting of several of its
radio stations during 2003 which has resulted in significant ratings
boosts in several of its key markets.
    
    Publishing announced it is preparing to launch Canadas first paid
circulation shopping magazine for young women beginning in the summer
of 2004.
    
    Media announced an investment by Broadcasting in 50% of CTVs mobile
production and distribution business, Dome Productions. This
partnership will accelerate the production and distribution of HDTV
content in Canada. The transaction was successfully completed on
January 2, 2004.
 9




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Item 4.2  Significant Acquisitions
  www.sedar.com
 ITEM 5  NARRATIVE DESCRIPTION OF THE BUSINESS
 PROPERTIES, TRADEMARKS, ENVIRONMENTAL AND OTHER MATTERS
        10




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Item
5.1  General  Business Overview
 Overview  Our Business
    
    p. 3Seasonality
    
    pgs. 87-88Operating Unit Review:Wireless:Wireless Business
    
    pgs. 10-12Wireless Products and Services
    
    p. 10Wireless Distribution Network
    
    p. 11Wireless Networks
    
    p. 11Wireless Strategy
    
    pgs. 11-12Wireless Competition
    
    p. 54Recent Wireless Industry Trends
    
    pgs. 12-13Cable:Cable Business
    
    pgs. 23-24Cable Products and Services
    
    p. 24Cable Distribution Network
    
    p. 24Cable Networks
    
    pgs. 24-25Cable Strategy
    
    p. 25Cable Competition
    
    pgs. 54-55Recent Cable Industry Trends
    
    p. 26Telecom:Telecom Business
    
    pgs. 32-33Telecom Products and Services
    
    p. 33Telecom Distribution Network
    
    p. 33Telecom
Network
    
    pgs. 33-34Telecom Strategy
    
    p. 34Telecom Competition
    
    pgs. 55-56Recent Wireline Telecom Industry Trend
    
    p. 34Media:Media Business
    
    p. 38Media Strategy
    
    pgs. 38-39Media Competition
    
    p. 56Recent Media Industry Trends
    
    p. 39Intercompany and RelatedParty Transactions
    
    pgs. 80-83
 Item 5.2  Risk Factors
    11




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ITEM 6
 DIVIDENDS
 Item
-6.1  Dividends
  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
 12




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Telecommunications Act Radiocommunication Act Telecommunications Act Radiocommunication Act
    13




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Item
-7.3  Ratings
      ITEM 8  MARKET FOR SECURITIES
  Item 8.1
 Trading Price and Volume
  RCI.MV.A
 Date
    
    High
    
    Low
    
    Close
    
    Volume Traded2005/01
    
    34.55
    
    31.55
    
    33.77
    
    30,9712005/02
    
    38.60
    
    34.20
    
    34.50
    
    33,0832005/03
    
    36.45
    
    34.02
    
    35.00
    
    38,4272005/04
    
    37.90
    
    34.12
    
    37.90
    
    15,0652005/05
    
    40.00
    
    37.33
    
    40.00
    
    20,5922005/06
    
    43.00
    
    39.46
    
    42.89
    
    8,0732005/07
    
    50.19
    
    42.01
    
    48.25
    
    16,8272005/08
    
    49.00
    
    45.02
    
    45.50
    
    14,973
 14




---



##### 



Date
    
    High
    
    Low
    
    Close
    
    Volume Traded2005/09
    
    51.00
    
    45.02
    
    50.93
    
    28,6452005/10
    
    54.00
    
    48.00
    
    50.75
    
    111,1912005/11
    
    50.97
    
    45.31
    
    48.47
    
    136,8362005/12
    
    54.50
    
    45.61
    
    53.38
    
    27,610
 RCI.NV.B
 Date
    
    High
    
    Low
    
    Close
    
    Volume Traded2005/01
    
    34.37
    
    30.00
    
    33.25
    
    25,280.9552005/02
    
    36.20
    
    32.94
    
    33.45
    
    18,579.1882005/03
    
    34.95
    
    32.30
    
    32.93
    
    13,396,3072005/04
    
    36.37
    
    32.63
    
    36.25
    
    15,128,1002005/05
    
    38.21
    
    35.65
    
    38.00
    
    18,054,2542005/06
    
    41.15
    
    37.80
    
    40.20
    
    16,596,2862005/07
    
    45.95
    
    39.11
    
    45.25
    
    25,660,3372005/08
    
    45.50
    
    43.60
    
    44.03
    
    13,872,4512005/09
    
    48.69
    
    43.70
    
    45.76
    
    17,250,9892005/10
    
    49.60
    
    46.08
    
    46.60
    
    23,835,8132005/11
    
    48.68
    
    43.80
    
    44.69
    
    21,443,7882005/12
    
    49.50
    
    43.69
    
    49.20
    
    19,817,492
 Item 8.2
 Prior Sales
  ITEM 9  ESCROWED SECURITIES
  ITEM 10  DIRECTORS AND OFFICERS
  Name
    
    PositionH. Garfield Emerson, Q.C. (2)(3)(4)(6)(11)
    
    Director and ChairmanPhilip B. Lind
    
    Director and Vice ChairmanEdward S. Rogers, O.C. (2)(3)(6)(7)(12)
    
    Director and President and Chief Executive OfficerAlan D. Horn (8)
    
    Vice President, Finance and Chief Financial OfficerRonan D. McGrath
    
    President, Rogers Shared Operations and Chief Information OfficerNadir H. Mohamed(5)
    
    Director and President and Chief Operating Officer, Communications
GroupEdward Rogers (2)(6)(7)
    
    Director and Senior Vice President, Communications GroupRobert W. Bruce
    
    Senior Vice President, Communications GroupStephen Graham
    
    Executive Vice President, Corporate Marketing and ConvergenceRandall J. Reynolds
    
    Senior Vice President, Communications GroupAnthony P. Viner
    
    Senior Vice President, MediaWilliam L. Linton (9)
    
    Executive Vice PresidentJames S. Lovie
    
    Executive Vice President, Consumer Sales and ServiceDavid P. Miller
    
    Vice President, General Counsel and Secretary
 15




---



##### 



Name
    
    PositionKevin P. Pennington
    
    Senior Vice President, Chief Human Resources OfficerMelinda M. Rogers (5)(7)
    
    Director and Vice President, Strategic Planning and Venture InvestmentsRonald D. Besse (1)(4)(5)
    
    DirectorC. William D. Birchall (1)(6)
    
    DirectorThomas I. Hull (2)(3)(4)(6)
    
    DirectorThe Hon. David R. Peterson, P.C., Q.C.
(5)(10)
    
    DirectorLoretta A. Rogers (7)
    
    DirectorWilliam T. Schleyer (4)
    
    DirectorPeter C. Godsoe, O.C. (2)(4)(6)
    
    DirectorJohn A. Tory, Q.C. (2)(3)(4)(6)
    
    DirectorJ. Christopher C. Wansbrough (1)(2)(5)(6)
    
    DirectorColin D. Watson (1)
    
    Director
 
 (1)
    
    Denotes member of Audit Committee.(2)
    
    Denotes member of Executive Committee.(3)
    
    Denotes member of the Nominating and Corporate Governance Committee.(4)
    
    Denotes member of the Compensation Committee.(5)
    
    Denotes member of the Pension Committee.(6)
    
    Denotes member of the Finance Committee.(7)
    
    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.(8)
    
    Mr. Horn will be nominated to be elected a director of the Corporation at the April 25, 2006
Annual General Meeting. Mr. Horn will resign as Vice President, Finance and Chief Financial
officer of the Corporation and be appointed Vice Chairman of the Corporation and President and
Chief Executive Officer of Rogers Telecommunications Limited effective April 25, 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.(9)
    
    Mr. Linton will be appointed Vice President, Finance and Chief Financial Officer effective
April 25, 2006.(10)
    
    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.(11)
    
    Mr. Emerson was a director of Livent Inc. when the Ontario Securities Commission issued a
cease trade order at the request of Livent Inc. in August 1998. Livent Inc. was delisted from
the Toronto Stock Exchange on November 19, 1999. Mr. Emerson resigned as director of Livent
Inc. in November 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.
 H. Garfield Emerson, Q.C., ICD.D
 16




---



##### 



Philip B. Lind, C.M.
 Edward Ted S. Rogers, O.C.
 Alan D. Horn
 Ronan D. McGrath
 Nadir Mohamed
 Edward Rogers
 Robert W. Bruce,
 17




---



##### 



Randall J. Reynolds,
 Anthony P. Viner
 Stephen Graham
 William W. Linton
 James S. Lovie
 David P. Miller
 Melinda M. Rogers
 Kevin P. Pennington
 Ronald D. Besse
 Charles William David Birchall
 Thomas I. Hull
 18




---



##### 



The Hon. David R. Peterson, P.C., Q.C.
 Loretta A. Rogers
 William T. Schleyer
 Peter C. Godsoe, O.C.
 John A. Tory, Q.C.
 J. Christopher C. Wansbrough
 Colin D. Watson
  19




---



##### 



ITEM 11  PROMOTERS
  ITEM 12  LEGAL PROCEEDINGS
    ITEM 13  INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
  ITEM
14  TRANSFER AGENTS AND REGISTRARS
 th
 ITEM 15  MATERIAL CONTRACTS
   20




---



##### 



ITEM 16  INTEREST OF EXPERTS
 Item 16.1
 Name of Experts
  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,
 21




---



##### 



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
  Meeting Agendas
  Resources And Authority
    Responsibilities
    22




---



##### 



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;(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;
 23




---



##### 



(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(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.
   24




---



##### 



Ronald D. Besse (Chairman)C. William D. BirchallJ. Christopher WansbroughColin D. Watson
  Item 17.3
 Relevant Education and Experience
  Mr. Besse (Chair)
    
    
    
    former Chairman, President & Chief Executive Officer, Gage Learning
Corporation;Mr. Birchall
    
    
    
    Chartered Accountant; Director & Vice Chairman of Barrick Gold Corporation;
Chairman of Barrick International Banking CorporationMr. 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.
 25




---



##### 



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.
  Item 17.9
 External Auditor Service Fee
  2005
    
    
    2004Audit Fees(1)
    
    $
    4,702,838
    
    
    $
    4,588,061Audit-related fees(2)
    
    
    442,400
    
    
    
    759,696Tax Fees(3)
    
    
    721,608
    
    
    
    1,166,735All other fees(4)
    
    
    40,000
    
    
    
    Total
    
    $
    5,906,846
    
    
    $
    6,514,492
  
 (1)
    
    Consist of fees related to statutory audits, related audit work in connection with
registration statements and other filings with various regulatory authorities, and accounting
consultations related to 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 French translation.
 ITEM 18  ADDITIONAL INFORMATION
 Item 18.1
 Additional Information
  th
 26