exv4w6



 




SECURITIES AND EXCHANGE COMMISSION


Washington D.C. 20549



FORM 40-F/A




	 	 	 	 	 
	(Check one)
	 	 	 
	 
	 	 	 	 
	o	 	Registration Statement pursuant to Section 12 or the Securities Exchange Act of 1934.
	 
	 	 	 	 
	x	 	Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
	 
	 	 	 	 
	

	 	For the fiscal year ended
	 	December 31, 2003
	

	 	 	 	
 
	

	 	Commission file number
	 	 
	

	 	 	 	
 






Rogers Communications Inc.







(Exact Name of Registrant as Specified in Its Charter)




Not Applicable








(Translation of Registrant’s Name Into English (if Applicable))




British Columbia








(Province or Other Jurisdiction of Incorporation or Organization)




4812, 4813, 4822, 4832, 4833, 4841








(Primary Standard Industrial Classification Code Number (if Applicable))




Not Applicable








(I.R.S. Employer Identification Number (if Applicable))



 




333 Bloor Street East, 10th Floor

Toronto, Ontario M4W 1G9       (416) 935-7777








(Address and Telephone Number of Registrant’s Principal Executive Offices)



 




CT Corporation System

111 Eighth Avenue, 13th Floor

New York, New York 10011      (212) 894-8400








(Name, Address and Telephone Number of Agent For Service in the United States)




Securities registered or to be registered pursuant to Section 12(b) of the Act:




	 	 	 
	Title of Each Class
	 	Name of Each Exchange on Which Registered
	
 
	 	
 
	Not Applicable
	 	Not Applicable
	
 
	 	
 







Securities registered or to be registered pursuant to Section 12(g) of the Act:




Not Applicable








(Title of Class)




Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:




Convertible Debentures due 2005; 10.50% Senior Notes due 2006;

Class B Non-Voting Shares









For annual reports, indicate by check mark the information filed with this form:




	x Annual Information Form
	 	o Audited Annual Financial Statements







Indicate the number of outstanding shares of each of the issuer’s classes of capital

or common stock as of the close of the period covered by the annual report:



60,000 Series XXVII Preferred shares; 818,300 Series XXX Preferred shares;
300,000 Series XXXI Preferred shares; 104,488 Series E Convertible Preferred
shares; 56,235,394 Class A Voting shares; 177,241,646 Class B Non-Voting
shares.      




     Indicate by check mark whether the registrant by filing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the “Exchange Act”). If “Yes” is marked, indicate the file number assigned to
the registrant in connection with such rule.



     Yes o
        82-_______        No x



     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceeding 12 months (or for such shorter period that the registrant was
required to file such reports); and (2) has been subject to such filing
requirements for the past 90 days.



     Yes x        No o



 









 




DISCLOSURE CONTROLS AND PROCEDURES



As of the end of the period covered by this report (the “Evaluation Date”),
Rogers Communications Inc. (the “Company”) conducted an evaluation (under the
supervision and with the participation of the Company’s management, including
the chief executive officer and chief financial officer), pursuant to Rule
13a-15 promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), of the effectiveness of the design and operation of the
Company’s disclosure controls and procedures. Based on this evaluation, the
Company’s chief executive officer and chief financial officer concluded that as
of the Evaluation Date such disclosure controls and procedures were reasonably
designed to ensure that information required to be disclosed by the Company in
reports it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and
forms of the Securities and Exchange Commission.



Since the last evaluation by the Company’s management of the Company’s internal
controls, there have not been any significant changes in the internal controls
or in other factors that could significantly affect the internal controls.



AUDIT COMMITTEE FINANCIAL EXPERT



The Board of Directors of Rogers Communications Inc. has determined that the
Company has at least one “audit committee financial expert”, (as defined in the
general instruction 8(b) of Form 40-F), serving on its Audit Committee. The
audit committee financial expert is J. Christopher C. Wansbrough.



CODE OF ETHICS



The Company has adopted a code of ethics that applies to all directors and
officers. The code of ethics has been posted on the Rogers website under the
Corporate Governance — Rogers Communications Inc. section at www.rogers.com. A copy of the code of ethics
will be provided upon request to Investor Relations, 333 Bloor Street East,
10th Floor, Toronto, Ontario, M4W 1G9.




2









 







PRINCIPAL ACCOUNTANT FEES AND SERVICES



The following table presents fees for professional services rendered by KPMG
LLP to the Company for the audit of the Company’s annual financial statements
for 2003 and 2002, and fees billed for other services rendered by KPMG LLP,
during the period from January 1, 2002 to December 31, 2003.




	 	 	 	 	 	 	 	 	 
	 	 	2003	 	2002
	 	 	($)
	 	($)

	Audit fees
	 	 	2,387,383	 	 	 	2,286,424	 
	Audit-related fees (1)
	 	 	386,006	 	 	 	360,500	 
	Tax fees (2)
	 	 	913,824	 	 	 	1,126,212	 
	All other fees (3)
	 	 	96,039	 	 	 	367,958	 
	 
	 	 	
 	 	 	 	
 	 
	Total
	 	 	3,783,252	 	 	 	4,141,094	 
	 
	 	 	
 	 	 	 	
 	 











	(1)	 	Audit-related fees consist principally of regulatory audits and other
specified procedures audits.
	 
	(2)	 	Tax fees consist of fees for tax consultation and compliance services.
	 
	(3)	 	All other fees consist principally of fees for services related to French
translation.





The Company’s policy regarding pre-approval of all audit, audit-related and
non-audit services is based upon compliance with the Sarbanes-Oxley Act of
2002, and subsequent implementing rules promulgated by the SEC.



The following is the pre-approval process:






	 	1.	 	Annually the Company will provide the Audit Committee with a list
of the audit-related and non-audit services that may be provided during
the year to the Company. The Audit Committee will review the services
with the auditor and management considering 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 if the
estimated fees do not exceed (i) $100,000 per engagement or (ii)
$500,000 per quarter in aggregate amount on a consolidated basis for
the Company.
	 
	 	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 will be reviewed each
quarter by the Audit Committee.




OFF-BALANCE SHEET ARRANGEMENTS



The Company does not have any off-balance sheet arrangements other than the
cross-currency interest rate exchange agreements described under the heading
“Liquidity and Capital Resources — Interest Rate and Foreign Exchange
Management” on pages 52 and 53 of the “Management’s Discussion and Analysis”
submitted to the Securities and Exchange Commission on
November 24, 2004 as Exhibit
99.1 to the Company’s Form 6-K/A and incorporated by reference herein.




3









 







TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS



The information provided under the heading “Commitments and Contractual
Obligations — Contractual Obligations” set forth on pages 60 and 61 of the
“Management’s Discussion and Analysis” submitted to the Securities and Exchange
Commission on November 24, 2004 as Exhibit 99.1 to the Company’s Form 6-K/A is
incorporated by reference herein.




4









 








UNDERTAKING




     Rogers Communications Inc. undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the Commission
staff, and to furnish promptly, when requested to do so by the Commission
staff, information relating to: the securities registered pursuant to Form
40-F/A; the securities in relation to which the obligation to file an annual
report on Form 40-F arises; or transactions in said securities.




SIGNATURES




     Pursuant to the requirements of the Exchange Act, the registrant certifies
that it meets all of the requirements for filing on Form 40-F and has duly
caused this annual report to be signed on its behalf by the undersigned,
thereto duly authorized.



	 	 	 	 	 
	Registrant

	 	Rogers Communications Inc.	 	 
	 	 	
 
	 
	 	 	 	 
	By

	 	/s/ Alan D. Horn
	 	/s/ M. Lorraine Daly
	

	 	
 
	 	
 
	

	 	Alan D. Horn

Vice President, Finance

and Chief Financial Officer
	 	M. Lorraine Daly

Vice President, Treasurer
	 
	 	 	 	 
	Date

	 	November 23, 2004	 	 
	 	 	
 







5









 







EXHIBIT INDEX




	 	 	 	 	 
	Exhibit

Number
	 	 	 	Description

	23.1

	 	 	 	Independent Auditors’ Consent
	31.1

	 	 	 	Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
	31.2

	 	 	 	Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
	32.1

	 	 	 	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	99.1

	 	 	 	Annual Information Form
	99.2

	 	-
	 	Management’s Discussion and Analysis for the fiscal year ended December 31, 2003,
including annual audited consolidated financial statements (submitted to the Securities
and Exchange Commissions on November 24, 2004 as Exhibit 99.1 to Form 6-K/A and
incorporated by reference herein)








6









 





Exhibit 23.1




Independent Auditors’ Consent




The Board of Directors

Rogers Communications Inc.


We consent to the use of our report dated January 28, 2004, except as to Note 23, which
is as of November 19, 2004, with respect to the consolidated balance sheets of Rogers Communications Inc. as of December 31,
2003 and 2002, and the related consolidated statements of income, deficit and
cash flows for each of the years in the two year period ended December 31,
2003, incorporated in this annual report on Form 40-F by reference.






/s/ KPMG LLP 


 

Toronto, Canada

November 19, 2004.




7









 








Exhibit 31.1




Section 302 Certification




CERTIFICATIONS


I, Edward S. Rogers, President and Chief Executive Officer, certify that:






	1.	 	I have reviewed this annual report on Form 40-F/A of Rogers Communications
Inc.;
	 
	2.	 	Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
	 
	3.	 	Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the periods presented in this report;
	 
	4.	 	The issuer’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the issuer and have:







	 	(a)	 	Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the issuer, including
its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is
being prepared;
	 
	 	(b)	 	Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
	 
	 	(c)	 	Evaluated the effectiveness of the issuer’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
	 
	 	(d)	 	Disclosed in this report any change in the issuer’s internal control
over financial reporting that occurred during the period covered by the
annual report that has materially affected, or is reasonably likely to
materially affect, the issuer’s internal control over financial
reporting; and







	5.	 	The issuer’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the issuer’s auditors and the audit committee of the issuer’s board of
directors (or persons performing the equivalent function):







	(a)	 	All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the issuer’s ability to record,
process, summarize and report financial information; and
	 
	(b)	 	Any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuer’s internal control
over financial reporting.





Date: November 23, 2004


	 	 	 	 	 
	 	 	 
	 	                                           /s/ Edward S. Rogers
 	 
	 	Edward S. Rogers 	 
	 	President and Chief Executive
Officer 	 
	 




8









 








Exhibit 31.2




Section 302 Certification




CERTIFICATIONS




     I, Alan D. Horn, Vice President and Chief Financial Officer, certify that:





	1.	 	I have reviewed this annual report on Form 40-F/A of Rogers Communications
Inc.;
	 
	2.	 	Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
	 
	3.	 	Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the periods presented in this report;
	 
	4.	 	The issuer’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the issuer and have:







	 	(a)	 	Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
issuer, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in
which this report is being prepared;
	 
	 	(b)	 	Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
	 
	 	(c)	 	Evaluated the effectiveness of the issuer’s disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such
evaluation; and
	 
	 	(d)	 	Disclosed in this report any change in the issuer’s internal
control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is
reasonably likely to materially affect, the issuer’s internal
control over financial reporting; and







	5.	 	The issuer’s other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the issuer’s auditors and the audit committee of the issuer’s board of
directors (or persons performing the equivalent function):







	 	(a)	 	All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the issuer’s ability
to record, process, summarize and report financial information; and
	 
	 	(b)	 	Any fraud, whether or not material, that involves management
or other employees who have a significant role in the issuer’s
internal control over financial reporting.





Date: November 23, 2004


	 	 	 	 	 
	 	 	 
	 	                                           /s/ Alan D. Horn
 	 
	 	Alan D. Horn 	 
	 	Vice President and
Chief Financial Officer 	 
	 





9









 








Exhibit 32.1




Certification Pursuant to




18 U.S.C. Section 1350




As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





     In connection with the Annual Report on Form 40-F/A of Rogers Communications
Inc., a corporation organized under the laws of British Columbia (the
“Company”) for the period ending December 31, 2003 as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), each of the
undersigned officers of the Company certify pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:



     1.) the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and



     2.) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


	 	 	 	 	 
	 	 	 
	Dated: November 23, 2004 	/s/ Edward S. Rogers
 	 
	 	Edward S. Rogers 	 
	 	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	 	 
	Dated:  November 23, 2004 	/s/ Alan D. Horn
 	 
	 	Alan D. Horn 	 
	 	Vice President, Finance and Chief
Financial Officer 	 
	 




 









 








Exhibit 99.1




ROGERS COMMUNICATIONS INC.




ANNUAL INFORMATION FORM

(for the fiscal year ended December 31, 2003)




MAY 19, 2004




 









 








ROGERS COMMUNICATIONS INC.

ANNUAL INFORMATION FORM INDEX





     The following is an index of the Annual Information Form referencing the
requirements of Form 44-101F1 of the Canadian Securities Administrators.
Certain parts of this Annual Information Form are contained in Rogers
Communications Inc.’s Management’s Discussion and Analysis (the “2003 MD&A”)
for the fiscal year ended December 31, 2003 and in the Rogers Communications
Inc. Management Information Circular (the “2004 Information Circular”) dated
April 21, 2004 each of which is filed on SEDAR and incorporated herein by
reference as noted below.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Page reference / incorporated
	 	 	by reference from

	 	 	Annual Information	 	2003	 	2004
	 	 	Form
	 	MD&A
	 	Information Circular

	Item 1 – Cover Page
	 	 	1	 	 	 	 	 	 	 	 	 
	– Index
	 	 	2	 	 	 	 	 	 	 	 	 
	Item 2 – Corporate Structure
	 	 	 	 	 	 	 	 	 	 	 	 
	2.1 – Name and Incorporation
	 	 	3	 	 	 	 	 	 	 	 	 
	2.2 – Intercorporate Relationships
	 	 	4	 	 	 	4, 54-59	 (1)	 	 	 	 
	Item 3 – General Development of the Business
	 	 	 	 	 	 	 	 	 	 	 	 
	3.1 – Three Year History
	 	 	5-8	 	 	 	 	 	 	 	 	 
	3.2 – Significant acquisitions and
significant dispositions
	 	 	n/a	 	 	 	 	 	 	 	 	 
	3.3 – Trends
	 	 	 	 	 	 	15, 27-28, 39 	(2)	 	 	 	 
	Item 4 – Narrative Description of the Business
	 	 	 	 	 	 	 	 	 	 	 	 
	4.1 – General — Business Overview
	 	 	 	 	 	 	1-3	 (3)	 	 	 	 
	– Rogers Cable
	 	 	 	 	 	 	12-17  (3) , 18-19	(4)	 	 	 	 
	– Roger Wireless
	 	 	 	 	 	 	25-29(3), 30-31	(4)	 	 	 	 
	– Rogers Media
	 	 	 	 	 	 	38-40 (3), 40-41	(4)	 	 	 	 
	– Employees
	 	 	 	 	 	 	12	(5)	 	 	 	 
	– Properties, Trademarks, Environmental
and Other Matters
	 	 	9	 	 	 	4, 54-59	(1)	 	 	 	 
	Item 5 – Selected Consolidated Financial Information
	 	 	 	 	 	 	 	 	 	 	 	 
	5.1 – Annual Information
	 	 	10-11	 	 	 	 	 	 	 	 	 
	5.2 – Dividends
	 	 	 	 	 	 	60	(6)	 	 	 	 
	Item 6 – Management’s Discussion and Analysis
	 	 	 	 	 	 	1-59	(7)	 	 	 	 
	Item 7 – Market for Securities
	 	 	12	 	 	 	 	 	 	 	 	 
	Item 8 – Directors and Officers
	 	 	12-17	 	 	 	 	 	 	 	3-4(8), 35	(9)
	Item 9 – Additional Information
	 	 	18	 	 	 	 	 	 	 	3-4	  (10) 







12









 
















	(1)	 	Under the heading “Intercompany and Related Party Transactions”.
	 
	(2)	 	Under the headings “Recent Cable Industry Trends”, “Recent Wireless
Industry Trends”, “Recent Media Industry Trends”.
	 
	(3)	 	Under the headings “Overview”, “Company Strategy”, “Key Performance
Indicators” “Seasonality” “Overview of Government Regulation” and
“Competition”.
	 
	(4)	 	Under the Heading “Summarized Financial Results”.
	 
	(5)	 	Under the heading “Employees”.
	 
	(6)	 	Under the heading “Dividends and Other Payments on RCI Securities”.
	 
	(7)	 	Entire 2003 MD&A.
	 
	(8)	 	Under the heading “Shares Entitled to be Voted at the Class A Meetings
and Class B Meeting – Shares and Principal Holders Thereof – paragraphs 1
and 2.
	 
	(9)	 	Under the heading “Board Committees.
	 
	(10)	 	Under the heading “Shares Entitled to be Voted at the Class A Meting and
Class B Meeting – Restriction on Transfer Voting and Issue of Shares”.




13









 











ITEM 2 — CORPORATE STRUCTURE


Item 2.1 — Name and Incorporation Rogers Communications Inc. (“Rogers”, “RCI”
or the “Company”) is a diversified public Canadian holding company. RCI has
been continued under the Company Act (British Columbia).



In May 2002, the articles of the Company were amended to provide that each
holder of one or more Class A Voting Shares shall be entitled as such to
twenty-five (25) votes in respect of each Class A Voting Share held.



In May 2003, the constating documents of RCI were changed to: (i) alter the
Memorandum of the Company by cancelling all authorized but unissued Class A
Voting Shares of the Company; and (ii) amend the Articles of the Company to
provide that the directors may not attach any right to any series of preferred
shares of the Company created after May 30, 2003 that entitles or would entitle
the holder or holders of the shares of any such series to vote at any general
meeting of the Company, and that the preferred shares of any such series shall
have no right to vote at any such general meeting.



For the purposes of this report, Rogers’ operations have been reported in three
segments: “Cable” or “Rogers Cable”, which refers to Rogers’ wholly-owned
subsidiary Rogers Cable Inc. and its wholly-owned operating subsidiary;
“Wireless” or “Rogers Wireless” which refers to Rogers’ 55.8% owned subsidiary
Rogers Wireless Communications Inc. (“RWCI”) and RWCI’s wholly-owned operating
subsidiaries, and “Media” or “Rogers Media”, which refers to Rogers’
wholly-owned subsidiary Rogers Media Inc. and Media’s wholly-owned subsidiaries
Rogers Broadcasting Limited (“Broadcasting”) and Rogers Publishing Limited
(“Publishing”).




14









 







Item 2.2 — Intercorporate Relationships The following summary organization
chart illustrates, as of December 31, 2003, the structure of the principal
subsidiaries of RCI, and indicates the jurisdiction of incorporation of each
entity shown. Summary operating data has also been provided at December 31,
2003.












WIRELESS






	•	 	A leading Canadian wireless communications service provider, with over 4.0 million
customers at December 31, 2003, including approximately 3.8 million wireless
voice and data subscribers representing approximately 12.9% of the population residing in
Wireless’ coverage area and approximately 241,000 one-way messaging subscribers.
	 
	•	 	Operate both a Global System
for Mobile Communications/General
Packet Radio Services (GSM/GPRS)
network and an integrated Time
Division Multiple Access (TDMA) and
analog network. Wireless’ GSM/GPRS
provides coverage to approximately
93% of network Canada’s
population. Wireless’s integrated
TDMA network provides coverage to
approximately 85% of Canada’s
population in digital mode, and
approximately 93% of the Canadian
population in analog mode.
	 
	•	 	Wireless’ products and services
are marketed through a nationwide
distribution network of over 7,000
dealer and retailer locations.









CABLE






	•	 	Rogers Cable and its
wholly-owned operating
subsidiary 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, 2003.
	 
	•	 	Advanced digital cable
service serving 535,300
households.
	 
	•	 	Internet access service
serving 790,500 customers.
	 
	•	 	Owns and operates Canada’s
second largest chain of video
stores (279 stores).
	 
	•	 	On December 31, 2003, the
Company executed a corporate
reorganization that involved the
transfer of substantially all of
the assets of the Company to
wholly-owned subsidiary, Rogers
Cable Communications Inc.
(“RCCI”). As part of the
reorganization, the Company’s
subsidiaries, Rogers
Cablesystems Ontario Limited,
Rogers Ottawa Limited/Limitée,
Rogers Cable Atlantic Inc. and
Rogers Cablesystems Georgian Bay
Limited, amalgamated with and
continued as RCCI. As a result
of the reorganization, the
Company through RCCI, continues
to conduct all of the operations
and provide all of the Company’s
services.









MEDIA






	•	 	Publishing group produces
approximately 70 consumer
magazines and trade and
professional publications and
directories.
	 
	•	 	Broadcasting group comprises
43 radio stations across Canada
(32 FM and 11 AM radio stations),
two multicultural television
stations in Ontario (OMNI.1 and
OMNI.2), an 80% interest in a
regional sports specialty service
(Rogers Sportsnet), Canada’s only
nationally televised shopping
service (The Shopping Channel).
Broadcasting holds minority
interests in several specialty
television services, including
Viewer’s Choice Canada, Outdoor
Life Network (OLN), TechTV Canada,
The Biography Channel Canada,
MSNBC 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.


















	(1)	 	Undiluted. Comprises a 67.4% voting interest. On a fully diluted basis,
RCI’s equity and voting interests in RWCI were 54.5% and 67.2%,
respectively, at December 31, 2003.
	 
	(2)	 	The Company owns an 80% interest in the Toronto Blue Jays Baseball Club as
at December 31, 2003.






15










 






ITEM 3 — GENERAL DEVELOPMENT OF THE BUSINESS



Item 3.1 — Three Year History




2004 Year-to-Date Developments


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 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;
	 
	•	 	On June 16, 2004, 9,541,985 Class B Non-Voting
shares were issued under the shelf prospectus for net cash proceeds
of $238.9 million;
	 
	•	 	On July 30, the Company’s wholly-owned subsidiary,
Blue Jays Holdco Inc., 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 cancellation, voting control of the Toronto Blue Jays
transferred to RCI and, accordingly, RCI began to consolidate the
results of the Blue Jays effective July 31, 2004.
	 
	•	 	On October 13, 2004, the Company announced the completion of its purchase of the 48,594,172 Class B
Restricted Voting shares of Wireless owned by JVII General
Partnership (“JVII”), a partnership owned by
AWE, for a cash price of $36.37 per share for a total of approximately $1,767 million. The number of
Class B Restricted Voting shares purchased reflects the conversion of the Class A Multiple Voting shares
owned by JVII to such Class B shares upon closing.
	 
	 	 	With the completion of the
purchase, the Company beneficially owns 64,911,816 Class B Restricted Voting
shares, representing approximately 80.9% of the issued and outstanding Class B Restricted Voting shares,
and 62,820,371 Class A Multiple Voting shares, representing 100% of the issued and outstanding Class A
Multiple Voting shares, and which combined represent a total ownership position of approximately 89.3%
of the total issued and outstanding shares of both classes of such
shares of Wireless.
	 
	 	 	The Company funded the approximate
$1,767 million cash purchase price of the 48.6 million
shares of Wireless
through a $1,750 million secured bridge financing facility of up to two years with a group of Canadian
financial institutions. The facility stipulates mandatory repayments, subject to certain exceptions, from the
incurrence of debt or equity of the Company or Wireless.
	 
	 	 	On November 22, 2004,
RCI announced an exchange offer for all of the outstanding Roger
Wireless Communications Inc. (“RWCI”) Class B
Restricted Voting shares (“RWCI Class B shares”) owned
by the public with the consideration being 1.75 RCI Class B
Non-Voting shares (“RCI Class B shares”) for each RWCI
Class B share held. RCI currently owns 100% of the RWCI
Class A Multiple Voting shares and approximately 81% of the RWCI
Class B shares, representing an approximate 89% equity interest
and an approximate 98% voting interest in RWCI.







Cable



	•	 	On March 11, 2004, Cable completed an offering of U.S. $350.0 million
aggregate principal amount of Senior Secured Second Priority Notes due
2014. Cable intends to use approximately U.S. $243.3 million of the
net proceeds to refinance the drawdown under its New Bank Credit
Facility, which was used to fund the redemption on February 23, 2004
of $300.00 million 9.65% Senior Secured Debentures 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.
	 
	•	 	Together with RCI, Rogers Cable announced an initiative on February
12, 2004, to deploy 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. Rogers Cable
plans to provide Canadian consumers and small businesses in its cable
service areas with access to a high quality telephone service with all
of the traditional functionality, reliability and quality of service
that they expect today. This investment plan, the completion of which
assumes a regulatory environment supportive of competition from
voice-over-cable telephony, includes the capital costs required to
deploy a scalable primary line quality digital voice-over-cable
telephony service utilizing PacketCable and DOCSIS standards,
including the costs associated with switching, transport, IP network
redundancy, multi-hour network and customer premises powering, network
status monitoring, customer premises equipment, information
technologies and systems integration. The Company expects the
property, plant and equipment (“PP&E”) expenditures required to deploy
this platform will be approximately $200 million by the end of
2005. The
Company also expects the majority of the PP&E expenditures will occur
in the first 12 to 18 months of the deployment, with 2004 expenditures
expected to be between $100 million and $120 million. Once this
initial platform is deployed, the additional variable PP&E
expenditures associated with adding each voice-over-cable telephony
service subscriber, which includes uninterruptible backup powering at
the home, is expected to be in the range of $300 to $340 per
subscriber addition.
	 
	 	 	Cable is currently refining its business strategies with respect to
voice-over-cable telephony services. As a result, the PP&E expenditures,
costs and timeline described above are initial estimates. In addition,
together with RCI, Cable is considering offering the telephony services
described above through another wholly owned RCI subsidiary, Rogers Telecom
Inc. (Rogers Telecom). Although Cable’s business strategies and
organizational structure with respect to telephony services continue to be
refined, it plans to incur most or all of the PP&E expenditures described
above to upgrade its network to an advanced broadband multimedia platform
capable of supporting voice-over-cable telephony and other new services. In
the event that Rogers Telecom offers voice-over-cable telephony services,
Cable would enter into an agreement with Rogers Telecom which could relate
to, among other things, access to and the use of the Cable’s network.
	 
	•	 	Cable announced an agreement with Yahoo! Inc. to provide
co-branded Internet services to current and future 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.
	 
	•	 	On November 12, 2004, Cable announced its
intention to complete an offering of $175.0 million 7.25%
Senior (Secured) Second Priority Notes due 2011 and
U.S.$280.0 million 6.75% Senior (Secured) Second Priority
Notes due 2015.





16









 





Wireless





	•	 	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’s $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 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’s
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 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 agreement with Microcell Telecommunications Inc. (“Microcell”) to make an all cash tender offer
of $35.00 per share to acquire Microcell. Wireless completed the acquisition on November 12, 2004. The funding for this acquisition was
comprised of the utilization of Wireless’s cash on hand, drawdowns under Wireless’s committed
$700.0 million bank credit facility, and proceeds from a bridge
loan from the Company of up to $900.0 million, of
which $850.0 million has been drawn. The bridge loan has a term of up to two years from November 9,
2004 and was made on an subordinated unsecured basis. The bridge loan bears interest at 6% per annum
and is prepayable in whole or in part without penalty. The Company funded the $850.0 million drawdown on the
bridge loan using cash on hand, cash received from Rogers Cable in the form of a return of capital and
cash received from Rogers Media in the form of a repayment of an intercompany advance made to Rogers
Media by the Company. Each of Rogers Cable and Rogers Media made drawdowns under its respective committed
bank credit facilities to fund the cash transfers to the Company.
	 
	•	 	On November 12, 2004, Wireless announced its intention to complete an offering of
$460.0 million 7.625% Senior (Secured) Notes Due 2011,
U.S. $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 U.S. $400.0 million 8.0% Senior Subordinated Notes Due 2012.





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 (Cdn. Equivalent $470.4 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.





2002 Highlights



Cable






	•	 	Applied for and received basic rate deregulation in all systems
that were formerly basic cable rate regulated, leaving no systems
basic rate regulated;





17









 







	•	 	Commercially launched video-on-demand (VOD) service, at the time
covering an area of 530,000 homes passed in central Toronto,
complete with a library of over 400 titles;
	 
	•	 	Completed a $450 million debt offering in Canada and two U.S.
debt offerings totalling US$550 million (approximately Cdn$860
million), as well as the establishment of an amended and restated
$1,075 million bank credit facility, providing additional
liquidity. Proceeds of these financings, together with $141.4
million proceeds from swap terminations, were used to repurchase
US$280.2 million principal amount of U.S. dollar-denominated
debt, prepay Cable’s $300 million Floating Rate Note, repay
outstanding bank debt and for general corporate purposes.





Wireless





	•	 	Completed the installation of the 1.9 GHz GSM/GPRS network to
fully match the coast-to-coast analog footprint, covering
approximately 93% of the Canadian population, and began
deployment of GSM/GPRS service at 850 MHz late in 2002;
	 
	•	 	Commenced cross-border GSM roaming into the U.S. with AT&T
Wireless Services, Inc. (“AWE”) and Cingular Wireless LLC, and
into 54 other countries around the world;
	 
	•	 	Repurchased US$45.9 million aggregate principal amount of U.S.
dollar-denominated long term debt, resulting in a gain of $31.0
million.





Media





	•	 	Launched second over-the-air multicultural channel, OMNI.2,
within 5 months of being awarded the license through leveraging
much of the existing infrastructure of CFMT-TV, now rebranded
OMNI.1;
	 
	•	 	Integration of Rogers Sportsnet and of the 13 radio stations
acquired from Standard Radio Inc., including the relocation of
The FAN590 within Radio’s Toronto Broadcasting operations.





2001 Highlights



Cable






	•	 	The February 2001 acquisition by Rogers, and its subsequent
transfer to Cable, of all of the outstanding shares of Cable
Atlantic Inc. (since renamed Rogers Cable Atlantic Inc. and
amalgamated with and continued as RCCI), serving approximately
75,000 basic cable subscribers in Newfoundland;
	 
	•	 	The launch of up to 60 new digital only specialty channels in
September 2001, more than any other Canadian cable or satellite
provider at that time, the majority of which were offered to
customers on a free preview basis until January 2002;
	 
	•	 	In the fourth quarter of 2001, Cable launched up to eight
channels of HDTV and was also the first multiple system operator
(MSO) to launch Enhanced TV in Canada, enabling subscribers with
an enhanced enabled set-top box to see icons flashed on the
screen when additional features are available, such as
information and the ability to order products and services;
	 
	•	 	The acceleration and substantial completion of the transition of
Internet customers from the At Home network to Cable-owned
network and platforms. By the end of January 2002, Cable had
transitioned all of its Internet customers to its new IP network,
regional data centre and e-mail platform.





Wireless





	•	 	Successfully participated in Industry Canada’s spectrum licensing
auction in January 2001, which resulted in the acquisition of 23
licenses of 10 MHz each of spectrum in various regions across
Canada;
	 
	•	 	Launched 1.9GHz GSM/GPRS wireless voice and data services to 85%
of the Canadian population (reached 93% in 2002);
	 
	•	 	Completed the implementation of the new AMDOCS billing and
customer care system with the integration of data and messaging
customers;
	 
	•	 	Completed three financing transactions:







	1.	 	On April 12, 2001, Rogers Wireless Inc. amended its bank credit facility
to provide it with a revolving credit facility of $700 million with no
reduction until April 30, 2006 and a final maturity on April 30, 2008;
	 
	2.	 	On April 18, 2001, Wireless completed an equity rights offering, yielding
approximately $419.9 million, net of costs; and
	 
	3.	 	On May 2, 2001, Rogers Wireless Inc. completed a debt issue in an
aggregate amount of US$500 million (approximately Cdn$770 million) of
9.625% Senior Secured Notes due May 1, 2011, the full amount of




18









 







	 	 	which has been hedged with respect to foreign exchange.





Media





	•	 	In September 2001, Media sold Bowdens Media Monitoring Limited for
total cash proceeds of $40.3 million, which translated into a gain
before income taxes of $33.4 million;
	 
	•	 	In November 2001, Rogers acquired, and subsequently transferred to
Broadcasting, an additional 40% of CTV Sportsnet Inc. (since renamed
Rogers Sportsnet Inc.) for $132.8 million, which, together with
previously purchased interests, brings Broadcasting’s interest to 80%
of the voting shares of Sportsnet. The remaining 20% of Sportsnet is
held by Fox Sportsnet Canada Holding LLC;
	 
	•	 	Executed an agreement, subject to CRTC approval (received in March
2002), to purchase the assets of 13 radio stations, including the
all-sports Toronto AM radio station The FAN590, for total cash
consideration of $100 million;
	 
	•	 	Initiated a project to review all operations, resulting in a reduction
in Media’s overall workforce and, more importantly, rationalized the
manner in which Media operates. Through this initiative, the iMedia
group was dismantled with certain of the websites being shut down and
the remaining websites being integrated into the operations of
existing Media operating groups;
	 
	•	 	In January 2001, Media entered into a new bank loan agreement which
provides for a $500 million revolving bank credit facility, which
matures on September 30, 2006.




19









 













ITEM 4 — NARRATIVE DESCRIPTION OF THE BUSINESS



PROPERTIES, TRADEMARKS, ENVIRONMENTAL AND OTHER MATTERS



In most instances, the Company owns the assets essential to its operations.
The major fixed assets of the Company are transmitters, microwave systems,
antennae, buildings and electronic transmission, receiving and processing
accessories and other wireless network equipment (including switches, radio
channels, base station equipment, microwave facilities and cell equipment);
coaxial and fibre optic cables, set-top terminals and cable modems, electronic
transmission, receiving, processing, digitizing and distributing equipment, IP
routers, data storage servers and network management equipment, microwave
equipment and antennae; and radio and television broadcasting equipment
(including television cameras, television and radio production facilities and
studios). The operating systems and software related to these assets are either
owned by the Company or are used under license.



Wireless owns a Toronto office complex in which its executive offices are
located. Wireless is also leasing a majority of this office space to RCI and
other subsidiaries of RCI. In addition, the Company owns service vehicles,
data processing facilities and test equipment. Most of the Company’s assets
are subject to various security interests in favour of lenders.



RCI’s subsidiaries also lease various distribution facilities from third
parties, including space on utility poles and underground ducts for the
placement of some of the cable system and roof rights. The Company either owns
or leases land for the placement of hub sites and headends and space for other
portions of the distribution system. The Company also leases land and space on
buildings for the placement of antenna towers and generally leases the premises
on which its switches are located, principally under long term leases.
Rogers Wireless’ wireless network reaches approximately 93% of the Canadian
population and is located in all ten provinces. Rogers Cable’s cable network
is clustered in three key urban markets in southern Ontario (Toronto, Ottawa,
and the Guelph to London corridor), New Brunswick and Newfoundland.



The Company owns or has licensed various brands and trademarks used in its
businesses. Various of the Company’s trade names and properties are protected
by trademark and/or copyright. The Company maintains customer lists for its
businesses. The Company’s intellectual property, including its trade names,
brands, properties and customer lists, is important to its operations.



Environmental protection requirements applicable to the Company’s operations
are not expected to have a significant effect on the Company’s property, plant
and equipment expenditures, earnings or its competitive position in the current
or future fiscal years.



The Company has committed to material obligations under firm contractual
arrangements, including commitments for future payments under long-term debt
arrangements, capital lease obligations, operating lease arrangements and other
commercial commitments. The information under the heading “Commitments and
Contractual Obligations” contained on page 63 of the MD&A are incorporated
herein by reference.





20









 






ITEM 5 – SELECTED CONSOLIDATED FINANCIAL INFORMATION



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Years ended December 31	 	 	 	 	 	 
	(thousands of dollars, except per share amounts)
	 	2003
	 	2002
	 	2001

	Income and Cash Flow
	 	 	 	 	 	 	 	 	 	 	 	 
	Revenue (1)
	 	 	 	 	 	 	 	 	 	 	 	 
	Cable (1)
	 	$	1,788,122	 	 	$	1,614,554	 	 	$	1,446,599	 
	Wireless (1)
	 	 	2,207,794	 	 	 	1,891,514	 	 	 	1,640,889	 
	Media
	 	 	854,992	 	 	 	810,805	 	 	 	721,710	 
	Corporate / Telecom
	 	 	(59,052	)	 	 	(50,088	)	 	 	4,772	 
	 
	 	 	
 	 	 	 	
 	 	 	 	
 	 
	Total revenue
	 	 	4,791,856	 	 	 	4,266,785	 	 	 	3,813,970	 
	 
	 	 	
 	 	 	 	
 	 	 	 	
 	 
	Cost of sales (1)
	 	 	642,243	 	 	 	545,684	 	 	 	457,317	 
	Sales and marketing expenses (1)
	 	 	742,781	 	 	 	697,579	 	 	 	581,177	 
	Operating, general and administrative expense (1)
	 	 	1,957,936	 	 	 	1,881,908	 	 	 	1,822,955	 
	 
	 	 	
 	 	 	 	
 	 	 	 	
 	 
	Total expenses
	 	 	3,342,960	 	 	 	3,125,171	 	 	 	2,861,449	 
	 
	 	 	
 	 	 	 	
 	 	 	 	
 	 
	Operating Profit (2)
	 	 	 	 	 	 	 	 	 	 	 	 
	Cable
	 	 	663,474	 	 	 	563,480	 	 	 	516,805	 
	Wireless
	 	 	727,572	 	 	 	527,687	 	 	 	411,945	 
	Media
	 	 	106,724	 	 	 	87,635	 	 	 	68,306	 
	Corporate/ Telecom
	 	 	(48,874	)	 	 	(37,188	)	 	 	(44,535	)
	 
	 	 	
 	 	 	 	
 	 	 	 	
 	 
	 
	 	 	1,448,896	 	 	 	1,141,614	 	 	 	952,521	 
	 
	 	 	
 	 	 	 	
 	 	 	 	
 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	
 	 	 	 	
 	 	 	 	
 	 
	Net Income (loss)
	 	$	129,193	 	 	$	312,032	 	 	$	(464,361	)
	 
	 	 	
 	 	 	 	
 	 	 	 	
 	 
	Additions to property, plant and equipment, as previously
reported (3)
	 	$	963,742	 	 	$	1,261,983	 	 	$	1,420,747	 
	Change in non-cash working capital related to PP&E
	 	 	81,416	 	 	 	(52,238	)	 	 	87,273	 
	PP&E expenditures (4)
	 	$	1,045,158	 	 	$	1,209,745	 	 	$	1,508,020	 
	 
	 	 	
 	 	 	 	
 	 	 	 	
 	 
	Average Class A and Class B shares
outstanding (000’s)
	 	 	225,918	 	 	 	213,570	 	 	 	208,644	 
	Per Share
	 	 	 	 	 	 	 	 	 	 	 	 
	Earnings (loss) - basic
	 	$	0.35	 	 	$	1.05	 	 	$	(2.56	)
	          - diluted
	 	$	0.34	 	 	$	0.83	 	 	$	(2.56	)
	Cash dividends per share:
	 	 	 	 	 	 	 	 	 	 	 	 
	Class B Non-Voting shares
	 	$	0.05	 	 	$	—	 	 	$	—	 
	Class A Voting shares
	 	$	0.05	 	 	$	—	 	 	$	—	 
	Series E Preferred shares
	 	$	0.05	 	 	$	—	 	 	$	—	 
	Balance
Sheet (5)
	 	 	 	 	 	 	 	 	 	 	 	 
	Assets:
	 	 	 	 	 	 	 	 	 	 	 	 
	Current assets
	 	$	729,823	 	 	$	711,290	 	 	$	726,469	 
	 
	 	 	
 	 	 	 	
 	 	 	 	
 	 
	Total assets
	 	$	8,465,495	 	 	$	8,524,503	 	 	$	8,810,379	 
	 
	 	 	
 	 	 	 	
 	 	 	 	
 	 
	Liabilities and Shareholders’ Equity (Deficiency)
	 	 	 	 	 	 	 	 	 	 	 	 
	Current liabilities
	 	$	1,140,922	 	 	$	1,201,156	 	 	$	1,597,328	 
	Long-term debt
	 	 	5,293,518	 	 	 	5,675,491	 	 	 	4,568,718	 
	Other long-term liabilities
	 	 	70,333	 	 	 	83,569	 	 	 	16,476	 
	Non-controlling interest
	 	 	193,342	 	 	 	132,536	 	 	 	186,377	 
	Shareholders’ equity (deficiency)
	 	 	1,767,380	 	 	 	1,404,035	 	 	 	2,304,291	 
	 
	 	 	
 	 	 	 	
 	 	 	 	
 	 
	 
	 	$	8,465,495	 	 	$	8,524,503	 	 	$	8,810,379	 
	 
	 	 	
 	 	 	 	
 	 	 	 	
 	 









	(1)	 	As a result of retroactively adopting new Canadian accounting standards, including Emerging Issues Committee
Abstract 142, “Revenue Arrangements with Multiple Deliverables”, regarding the timing of revenue recognition and the classification
of certain items as revenue or expense, we made the following changes
to our classification of certain
revenue and expense items:







	 	•	 	Wireless activation fees are now classified as equipment revenue.
Previously, these amounts were classified as network revenue.
	 
	 	•	 	Recoveries from new and existing subscribers from the sale of
equipment are now classified as equipment revenue. Previously, these
amounts were recorded as a reduction to sales expense in the case of a
new Cable or Wireless subscriber, or as a reduction to operating,
general and administrative expense in the case of an existing Wireless
subscriber.
	 
	 	•	 	Equipment subsidies provided to new and existing Wireless
subscribers are now classified as a reduction to equipment revenue.
Previously, these amounts were recorded as a sales expense in the case
of a new subscriber, or as an operating, general and administrative
expense in the case of an existing subscriber.




21









 














	 	 	 	Wireless equipment
costs for equipment provided under retention programs to existing
Wireless subscribers
are now recorded as equipment cost of sales. Previously, these amounts
were recorded as operating, general and administrative expense.
	 
	 	•	 	Certain other recoveries from subscribers related to collections
activities are now recorded as network revenue rather than as a
recovery of operating, general and administrative expenses.
	 
	 	 	 	As a result of the adoption of these new accounting standards, the
following changes to the classification of revenue and expenses have been
made:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Year Ended December 31,

	 	 	2003
	 	2002
	 	2001

	 	 	(in thousands of dollars)	 	 	 	 
	Cable Revenue
	 	 	 	 	 	 	 	 	 	 	 	 
	As previously reported
	 	 	1,769,220	 	 	 	1,596,401	 	 	 	1,433,029	 
	As reclassified
	 	 	1,788,122	 	 	 	1,614,554	 	 	 	1,446,599	 
	Wireless Revenue
	 	 	 	 	 	 	 	 	 	 	 	 
	As previously reported
	 	 	2,282,203	 	 	 	1,965,927	 	 	 	1,753,145	 
	As reclassified
	 	 	2,207,794	 	 	 	1,891,514	 	 	 	1,640,889	 
	Total Revenue
	 	 	 	 	 	 	 	 	 	 	 	 
	As previously reported
	 	 	4,847,363	 	 	 	4,323,045	 	 	 	3,912,656	 
	As reclassified
	 	 	4,791,856	 	 	 	4,266,785	 	 	 	3,813,970	 
	Cost of sales
	 	 	 	 	 	 	 	 	 	 	 	 
	As previously reported
	 	 	505,951	 	 	 	458,838	 	 	 	402,021	 
	As reclassified
	 	 	642,243	 	 	 	545,684	 	 	 	457,317	 
	Sales and Marketing expenses
	 	 	 	 	 	 	 	 	 	 	 	 
	As previously reported
	 	 	905,274	 	 	 	833,038	 	 	 	721,471	 
	As reclassified
	 	 	742,781	 	 	 	697,579	 	 	 	581,177	 
	Operating, general and administrative
expenses:
	 	 	 	 	 	 	 	 	 	 	 	 
	As previously reported
	 	 	1,987,242	 	 	 	1,889,555	 	 	 	1,836,643	 
	As reclassified
	 	 	1,957,936	 	 	 	1,881,908	 	 	 	1,822,955	 
	Total expenses
	 	 	 	 	 	 	 	 	 	 	 	 
	As previously reported
	 	 	3,398,467	 	 	 	3,181,431	 	 	 	2,960,135	 
	As reclassified
	 	 	3,342,960	 	 	 	3,125,171	 	 	 	2,861,449	 









	 	(2)	 	Operating profit is defined as net income before depreciation
and amortization, interest expense, income taxes and non-operating
items, which include losses from investments accounted for by the
equity method, foreign exchange gains, loss on repayment of
long-term debt, gain (loss) on the sale of other investments,
writedown of investments, the gain on the disposition of AT&T Canada
Deposit Receipts, other income and non-controlling interest as well
as the 2002 workforce reduction costs and the Wireless net recovery
related to the change in estimates of sales tax and CRTC
contribution liabilities. Operating profit is a standard measure used
in the communications industry to assist us in understanding and
comparing operating results and is often referred to in the industry
either as earnings before interest taxes, depreciation and
amortization (EBITDA) or as operating income before depreciation and
amortization (OIBDA). We believe this is an important measure as it
allows us to assess our ongoing businesses without the impact of
depreciation or amortization expenses as well as other non-operating
factors. It is intended to measure our ability to incur or service
debt and to invest in property, plant and equipment (PP&E), and
allows us to compare ourselves to peers and competitors that have
different capital or organizational structures. This measure is not a
defined term under GAAP.
	 
	 	(3)	 	Additions to property, plant and equipment as stated based on
the accrual basis, which is a non-GAAP measure.
	 
	 	(4)	 	In June 2003, the Canadian Institute of Chartered Accountants
(“CICA”) released Handbook Section 1100,
“Generally Accepted Accounting Principles”. Previously,
there had been no clear definition of the order of authority for
sources of GAAP. This standard establishes standards for financial
reporting in accordance with Canadian GAAP and applies to our 2004
fiscal year. This section also provides guidance on sources to
consult when selecting accounting policies and appropriate
disclosures when a matter is not dealt with explicitly in the primary
sources of GAAP.




We have reviewed this new standard and as a result have, within our
Consolidated Statement of Cash Flow, reclassified the change in
non-cash working capital items related to PP&E to PP&E expenditures
under investing activities. This change had the impact of increasing
(decreasing) PP&E expenditures on the Statement of Cash Flows, as
compared to our previous method of presentation, by
$81.4 million, ($52.2 million) and $87.3 million in
the years ended December 31, 2003, 2002 and 2001 respectively,
with a corresponding change in both periods to non-cash working
capital items.
	 
	 	(5)	 	In June 2003, the Canadian Institute of Chartered Accountants
(“CICA”) released Handbook Section 1100, “Generally Accepted
Accounting Principles”. Previously, there had been no clear
definition of the order of authority for sources of GAAP. This
standard establishes standards for financial reporting in accordance
with Canadian GAAP and applies to the Company’s 2004 fiscal year.
This section also provides guidance on sources to consult when
selecting accounting policies and appropriate disclosures when a
matter is not dealt with explicitly in the primary sources of GAAP.
The Company has reviewed this new standard and as a result have
adopted a classified balance sheet presentation as it believe the
historical industry practice of a declassified balance sheet
presentation is no longer appropriate.




22









 












DIVIDEND



This information under the heading “Dividends and Other Payments on RCI Equity
Securities” contained on page 62 to 63 of the 2003 MD&A is incorporated herein
by reference.





ITEM 6 — MANAGEMENT’S DISCUSSION AND ANALYSIS


The 2003 MD&A is incorporated herein by reference.





ITEM 7 — MARKET FOR SECURITIES


RCI Class A Voting shares (RCI.A, CUSIP # 775109101) are listed on the Toronto
Stock Exchange. RCI Class B Non-Voting shares (in Canada: RCI.B, in United
States: RG, CUSIP # 775109200) are listed in Canada on the Toronto Stock
Exchange and in the United States on the New York Stock Exchange.





ITEM 8 — DIRECTORS AND OFFICERS


As at December 31, 2003, RCI’s directors and officers as a group owned or
controlled, directly or indirectly, an aggregate 51,754,959 Class A Voting
shares of RCI, representing approximately 92.0% of the issued and outstanding
Class A Voting shares of RCI.



Each Class A Voting Share of RCI carries the right to twenty-five votes on a
poll and may be voted at the meetings of shareholders of RCI. Holders of Class
B Non-Voting Shares and any series of preferred shares of the Company are
entitled to receive notice of and to attend meetings of shareholders of RCI
but, except as required by law, are not entitled to vote at such meetings.
Under applicable Canadian securities laws, an offer to purchase Class A Voting
Shares of RCI would not require that an offer be made to purchase Class B
Non-Voting Shares of RCI.




     Following is a list of directors and officers of the Company prepared as
of December 31, 2003, indicating their municipality of residence and their
principal occupation within the five preceding years. Each director is elected
at the annual meeting of shareholders to serve until the next annual meeting or
until a successor is duly elected unless, prior thereto, he or she resigns or
his or her office becomes vacant by death or other cause under applicable law.
Officers are appointed by, and serve at the discretion of, the Board of
Directors.



23









 





	 	 	 
	Name
	 	Position

	H.
Garfield Emerson, Q.C. (1)(2)(3)(4)(6)(12)

	 	Director and Chairman
	Philip B. Lind

	 	Director and Vice Chairman
	Edward S. Rogers, O.C. (2)(3)(6)(7)

	 	Director and President and Chief Executive Officer
	Alan D. Horn

	 	Vice President, Finance and Chief Financial Officer
	Ronan D. McGrath

	 	President, Rogers Shared Services and
Chief Information Officer
	Nadir H. Mohamed

	 	Senior Vice President, Wireless Telecommunications
	Edward Rogers (2)(6)(7)(8)

	 	Director and Senior Vice President, Cable
Communications
	Anthony P. Viner

	 	Senior Vice President, Media
	Alexander R. Brock

	 	Vice President, Business Development
	Donald B. Burt

	 	Vice President, Human Resources
	Michele M. Cotton

	 	Vice President, Capital Reporting
	M. Lorraine Daly

	 	Vice President, Treasurer
	Bruce D. Day

	 	Vice President, Corporate Development
	Kenneth G. Engelhart

	 	Vice President, Regulatory
	Gregory J. Henderson

	 	Vice President, Group Controller
	Jan L. Innes

	 	Vice President, Communications
	Roger D. Keay

	 	Vice President, Technology
	Bruce M. Mann

	 	Vice President, Investor Relations
	Graeme H. McPhail

	 	Vice President & Associate General Counsel
	David P. Miller

	 	Vice President, General Counsel and Secretary
	Melinda M. Rogers (7)(8)

	 	Director and Vice President, Strategic Planning
and Venture Investments
	Thomas A. Turner, Jr.

	 	Vice President, Convergence
	E. Jennifer Warren

	 	Vice President & Assistant General Counsel
	David J. Watt

	 	Vice President, Business Economics
	Richard Wong

	 	Vice President, Business Performance
	Daphne Evans

	 	Assistant Secretary
	Ronald D. Besse (1)(4)(5)

	 	Director
	Albert Gnat, Q.C. (3)(4)(5)(10)

	 	Director
	Thomas I. Hull (2)(3)(4)(6)

	 	Director
	Robert W. Korthals (4)(5)

	 	Director
	Alexander Mikalachki (1)

	 	Director
	The
Hon. David R. Peterson, P.C., Q.C. (1)(11)
	 	Director
	Loretta A. Rogers (7)

	 	Director
	William T. Schleyer (4)

	 	Director
	Ian H. Stewart, Q.C. (1)(9)

	 	Director
	Peter C. Godsoe, O.C.

	 	Director
	John A. Tory, Q.C. (2)(3)(4)(6)(7)

	 	Director
	J. Christopher C. Wansbrough (1)(2)(5)(6)

	 	Director
	W. David Wilson (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 Management 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. John H. Tory, Q.C. is the son of John A.
Tory, Q.C.
	 
	(8)	 	On February 7, 2003 RCI announced changes to the management structure of
Cable coincident with the announcement by John H. Tory to seek public
office and the process of transitioning his responsibilities at Rogers.
Effective February 7, 2003 Edward Rogers was appointed President and
Co-Chief Executive Officer of Cable, John H. Tory was appointed Chairman
and Co-Chief Executive Officer of Cable and Dean MacDonald was appointed
Executive Vice President and Chief Operating Officer of Cable. Effective
April 11, 2003 Melinda Rogers was appointed Vice President, Strategic
Planning and Venture Investments of RCI. Mr. John H. Tory resigned as an
executive officer of Cable and RCI, effective May 2003, but continued in
the employment of the Company in an advisory capacity until December 31,
2003.
	 
	(9)	 	Mr. Stewart resigned from his position as Assistant Secretary of RCI in
April 2003.




24









 







	(10)	 	Mr. Gnat died on April 15, 2004.




	(11)	 	Mr. Peterson was a director of YBM Magnex International
Inc. when the Ontario Securities Commission issued cease trade orders
in May 1998.



	(12)	 	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. Mr. Emerson resigned as
director of Livent Inc. in November 1998.




H. Garfield Emerson, Q.C., 63, resides in Toronto, Ontario and has been a
director of RCI since November 1989 and Chairman of the Board since March 1993.
Mr. Emerson is also a director of the CAE Inc., Canada Deposit Insurance
Corporation, Wittington Investments, Limited, Rogers Wireless Communications
Inc., Rogers Cable Inc., Rogers Media Inc., Rogers Telecommunications Limited
and Sunnybrook & Women’s Health Sciences Centre. Mr. Emerson is the past Chair
of the Sunnybrook & Women’s Foundation and past Chair of the Campaign for
Victoria University in the University of Toronto. He is a former director of
the University of Toronto Asset Management Corporation and member of the
Business Board of the University of Toronto. Mr. Emerson joined Fasken
Martineau DuMoulin LLP, a national law firm, in August, 2001 as National Chair
and a senior partner and leader of the firm’s mergers and acquisitions
practice. In 1990, Mr. Emerson established NM Rothschild and Sons Canada
Limited, an investment banking firm affiliated with the Rothschild
international investment and merchant bank, and, from 1990 to 2001, served as
its President and Chief Executive Officer. Prior to this, Mr. Emerson
practiced law as a senior partner with Davies, Ward & Beck, Toronto, from 1970
to 1990. Mr. Emerson holds an Honours B.A. (History) and LL.B., University of
Toronto, was called to the Bar of Ontario in 1968 and appointed Queen’s Counsel
in 1980.



Philip B. Lind, C.M., 60, resides in Toronto, Ontario and has been a director
of the RCI since February, 1979. Mr. Lind is Vice-Chairman of the Corporation.
Mr. Lind joined RCI in 1969 as Programming Chief and has served as Secretary of
the Board and Senior Vice-President, Programming and Planning. Mr. Lind is also
a director of Brascan Corporation, Canadian General Tower Limited, Council for
Business and the Arts, Rogers Media Inc., The Outdoor Life Network and the
Power Plant (Contemporary Art Gallery at Harbourfront). Mr. Lind is a former
member of the Board of the National Cable Television Association in the U.S.;
and is a former Chairman and currently serves on the Board of the Canadian
Cable Television Association. He is also Chairman of the Board of the CCPTA
(Channel 17, WNED). Mr. Lind holds a B.A. (Political Science and Sociology)
University of British Columbia and a M.A. (Political Science), University of
Rochester. In 2002, he received a Doctor of Laws, honoris causa, from the
University of British Columbia. In 2002, Mr. Lind was appointed to the Order of
Canada.



Edward S. Rogers, O.C., 70, resides in Toronto, Ontario and has been a director
and President and Chief Executive Officer of RCI since January 1979. Mr. Rogers
is also a director and Chairman of Rogers Wireless Communications Inc.,
Chairman of Rogers Cable Inc., Vice-Chairman of Rogers Media Inc., and
President and Chief Executive Officer of Rogers Telecommunications Limited.
Mr. Rogers also serves as a director of the Cable Television Laboratories, Inc.
and the Canadian Cable Television Association. Mr. Rogers holds a B.A.,
University of Toronto, LL.B., Osgoode Hall Law School, and was called to the
Bar of Ontario in 1962. Mr. Rogers was appointed an Officer of the Order of
Canada in 1990 and inducted into the Canadian Business Hall of Fame in 1994.
In 2002, Mr. Rogers was inducted into the U.S. Cable Hall of Fame.



Alan D. Horn resides in Toronto, Ontario and has served as Vice President,
Finance and Chief Financial Officer of RCI since 1996, prior to which Mr. Horn
served as Vice President, Administration of RCI.



Ronan D. McGrath resides in Toronto, Ontario and has served as President,
Rogers Shared Services and Chief Information Officer of RCI since 1996, prior
to which Mr. McGrath served as Chief Information Officer of Canadian National
Railways.



Nadir H. Mohamed, 47, a resident of Toronto, Ontario, is President and Chief
Executive Officer of RWCI and has been a director of RWCI since June 2001. From
2000 to August 2001, Mr. Mohamed served as RWCI’s President and Chief Operating
Officer. From 1999 to 2000, he served as Senior Vice President, Marketing and
Sales of Telus Communications Inc. From 1981 to 1999, Mr. Mohamed held several
senior management positions at BC Tel (predecessor to Telus Communications
Inc.) and BC Tel Mobility, most recently serving as President and Chief
Operating Officer of BC Tel Mobility from 1997 to 1999. Mr. Mohamed is a
director of Sierra Wireless, Inc. and Cinram International Inc.




25









 







Edward Rogers, 34, resides in Toronto, Ontario and has been a director of RCI
since May 1997. Mr. Rogers is President and Chief Executive Officer, Rogers
Cable Communications Inc. Mr. Rogers also serves as a director of Rogers
Wireless Communications Inc., Rogers Media Inc., SportsNet Inc., the Toronto
Blue Jays and Futureway Communications Inc. Previously, he worked for Comcast
Corporation, Philadelphia, 1993-1996, and has served as Vice-President and
General Manager, Paging, Data and Emerging Technologies, Rogers Wireless Inc.,
1996-1998; Vice-President and General Manager, GTA, Rogers Cable Inc.,
1998-2000; and Senior Vice-President, Planning and Strategy, RCI, 2000-2002.
Mr. Rogers holds a B.A., University of Western Ontario.



Anthony P. Viner resides in Toronto, Ontario and has served as Senior Vice
President, Media of RCI since 1995. From 1992 to 1995, Mr. Viner served as
Senior Vice President, Broadcasting of RCI. Mr. Viner serves as a Director and
as President and Chief Executive Officer of Rogers Media Inc. Mr. Viner joined
Rogers Broadcasting Limited as Executive Vice President and General Manager of
CFTR/CHFI in February 1982 and, in September 1989, was appointed President of
Rogers Broadcasting Limited and CFMT-TV.



Alexander R. Brock resides in Toronto, Ontario and was appointed as Vice
President, Business Development of RCI in 2001. Mr. Brock has been associated
with Rogers in various executive capacities since 1995.



Donald B. Burt resides in Toronto, Ontario and was appointed Vice President,
Human Resources of RCI in 1998. From 1996 to 1998, Mr. Burt served as Vice
President, Human Resources of Wireless and RWCI.



Michele M. Cotton resides in Toronto, Ontario and has been Vice-President,
Capital Reporting of RCI since 2003. Ms. Cotton served as Vice President,
Rogers Wireless from 2002 to 2003.



M. Lorraine Daly resides in Toronto, Ontario and has been Vice-President,
Treasurer of RCI since 1989. Ms. Daly has served as Vice President, Treasurer
of Rogers Wireless since 1991 and has also served as Vice-President, Treasurer
of Cable since 1989. Ms Daly has been associated with RCI since 1987.



Bruce D. Day resides in Toronto, Ontario and has served as Vice President,
Corporate Development of RCI since 1991. Mr. Day has been associated with
Rogers since 1984.



Kenneth G. Engelhart resides in Toronto, Ontario and has served as Vice
President, Regulatory Law since 1992 and has been associated with RCI since
1990.



Gregory J. Henderson resides in Burlington, Ontario and has served as Vice
President, Group Controller since 1999. From 1993 to 1999, Mr. Henderson
served as an Officer of Wireless and RWCI, most recently as Vice President,
Controller.



Jan L. Innes resides in Toronto, Ontario and has served as Vice President,
Communications of RCI since 1995.



Roger D. Keay resides in Toronto, Ontario and has served as Vice President,
Technology of RCI since 1990.



Bruce M. Mann resides in Toronto, Ontario and has served as Vice President,
Investor Relations of RCI since 2001. From 1998 to 2001, Mr. Mann served as
Vice President, Investor Relations of Metronet Communications Inc. and, from
1986 to 1998, he was associated with US West, Inc., most recently as Investor
Relations Director.



Graeme H. McPhail resides in Toronto, Ontario and has served as Vice President
and Associate General Counsel of RCI since 1996, prior to which Mr. McPhail
served as Associate General Counsel. Mr. McPhail has been associated with RCI
since 1991. Mr. McPhail has also served as Vice President Associate General
Counsel of Wireless and RWCI since 1996.



David P. Miller resides in Toronto, Ontario and has served as Vice President,
General Counsel of RCI since 1987 and as Secretary of RCI since 2002. Mr.
Miller has also served as Vice President, General Counsel and Secretary of
Wireless and RWCI since 1991.




26









 







Melinda M. Rogers, 33, resides in Toronto and has been a director of RCI since
May 2002. Ms. Rogers also serves as a director of Rogers Cable Inc., The
Ontario Media Development Corporation, STSN Inc.
and the Jays Care Foundation. Ms. Rogers was appointed Vice-President, Venture
Investments of RCI in September 2000. Prior to joining RCI, Ms. Rogers was a
Product Manager for Excite@Home, Redwood City, California. Ms. Rogers holds a
B.A., University of Western Ontario, and an M.B.A., University of Toronto.



Thomas A. Turner, Jr. resides in Toronto, Ontario and has served as Vice
President, Convergence of RCI since 2001. Mr. Turner has been associated with
Rogers since 1992.



E. Jennifer Warren resides in Toronto, Ontario and has served as Vice President
and Assistant General Counsel of RCI since 2000. Ms. Warren served as Legal
Counsel of RCI from 1996 to 2000.



David J. Watt resides in Toronto, Ontario and has served as Vice President,
Business Economics of RCI since 1999. From 1995 to 1999, Mr. Watt served as
Vice President, Telecom Affairs of RCI, during which time Mr. Watt was seconded
to the Canadian Cable Television Association as Senior Vice President,
Economics and Telecommunications.



Richard Wong resides in Toronto, Ontario and has served as Vice President,
Business Performance of RCI since 2003. From 2001 to 2003 Mr. Wong was Senior
Vice President, Finance for the Toronto Blue Jays.



Daphne Evans resides in Toronto, Ontario and has served as Assistant Secretary
of RCI since 2002. Ms. Evans has been an officer of RCI since 1979, serving as
Secretary from 1993 to 2002 and as Assistant Secretary prior to 1993. Ms.
Evans also serves as Assistant Secretary of RCI’s subsidiaries.



Ronald D. Besse, 65, resides in Toronto, Ontario and has been a director of RCI
since June 1984. Mr. Besse was formerly Chairman, President and Chief
Executive Officer, Gage Learning Corporation. Mr. Besse is also a director of
CML Healthcare Inc., C.I. Fund Management Inc., Luxembourg Cambridge Holding
Group and Rogers Media Inc. Mr. Besse graduated from Ryerson Polytechnical
University, Business Administration, 1960 and was awarded the Alumni Award of
Distinction, Business Administration, 1998. Mr. Besse is a member of the Chief
Executives’ Organization, World Presidents’ Organization, and past President,
Canadian Book Publishers’ Council.



Thomas I. Hull, 72, resides in Toronto, Ontario and has been a director of RCI
since February 1979. Mr. Hull is Chairman and Chief Executive Officer of The
Hull Group of Companies. Mr. Hull is also a director of Rogers Wireless
Communications Inc., Rogers Media Inc. and Rogers Telecommunications Limited.
Mr. Hull is a graduate of Upper Canada College and the Insurance Co. of North
America College of Insurance and Risk Management. Mr. Hull is a life member of
the Canadian Association of Insurance and Financial Advisors and past president
of the Life Underwriters’ Association of Toronto.



Robert W. Korthals, 70, resides in Toronto, Ontario and has been a director of
RCI since February 1995. Mr. Korthals is currently Chairman of the Ontario
Teachers’ Pension Plan Board and a director of Cognos Inc., Rogers Cable Inc.,
Suncor Energy Inc., Mulvihull Exchange Traded Open-End Funds and Jannock
Properties Ltd. Mr. Korthals joined The Toronto Dominion Bank in 1967, was
appointed President in 1981, and served in this capacity until 1995. Mr.
Korthals holds a B.Sc., Chemical Engineering, University of Toronto, and an
M.B.A., Harvard Business School.



Alexander Mikalachki, 70, resides in London, Ontario and has been a director of
RCI since June 1999. Mr. Mikalachki is also a director of The Independent
Order of Foresters, Pacific and Western Credit Inc., and SimEx Inc. Mr.
Mikalachki served as Acting Dean, 1989-90, Associate Dean, Programs, 1981-1991
and Professor Emeritus, 2000, Richard Ivey School of Business, University of
Western Ontario. Mr. Mikalachki holds a B. Comm., Sir George Williams College
and an M.B.A., Ph.D., Ivey Business School, University of Western Ontario.



The Hon. David R. Peterson, P.C., Q.C., 60, resides in Toronto, Ontario and has
been a director of RCI since April 1991. Mr. Peterson is a senior partner and
Chairman of Cassels Brock & Blackwell LLP and Chairman of
Cassels•Pouliot•Noriega, an international affiliation of Toronto, Montreal and
Mexico City law firms. Mr. Peterson was elected as a Member of the Ontario
Legislature in 1975 and became the Leader of the Ontario Liberal party in 1982.
He served as Premier of Ontario between 1985 and 1990. Mr. Peterson is also a
director of a number of boards that includes Ivanhoe Cambridge Shopping Centres


27









 






Limited, Industrielle Alliance Assurance Company and National Life Assurance
Company, Rogers Wireless Communications Inc. and BNP Paribas. Mr. Peterson
holds a B.A. and LL.B., University of Toronto, was called to the Bar of Ontario
in 1969, appointed Queen’s Counsel in 1980, and summoned by Her Majesty to the
Privy Council in 1992.



Loretta A. Rogers, 65, resides in Toronto, Ontario and has been a director of
RCI since December 1979. Mrs.Rogers also serves as a director of Rogers Media
Inc., Rogers Telecommunications Limited and Sheena’s Place. Mrs. Rogers holds a
B.A., University of Miami and an honourary Doctorate of Laws, University of
Western Ontario.



William T. Schleyer, 52, resides in Rye Beach, New Hampshire and has been a
director of RCI since August 1998. Mr. Schleyer is Chairman and Chief
Executive Officer of Adelphia Communications Corp. He previously served as
President and Chief Executive Officer, AT&T Broadband, as a principal in Pilot
House Ventures, where he served as a liaison between investors and
entrepreneurs, as President and Chief Operating Officer of MediaOne, the
broadband services arm of U.S. West Media Group, and as President and Chief
Operating Officer of Continental Cablevision, Inc. before that company’s merger
with U.S. West in 1996. Mr. Schleyer holds a B.A., Mechanical Engineering,
Drexel University and an M.B.A., Harvard.



Ian H. Stewart, Q.C., 70, resides in Victoria, British Columbia and has been a
director of RCI since July 1990. Mr. Stewart resigned from his position as
Assistant Secretary in April 2003. Mr. Stewart is a member of the Law Society
of British Columbia and President of Appin Investments Limited. Mr. Stewart is
a former alderman of the City of Victoria, a former member and long-time Chair
of the Board of Governors of the University of Victoria, and a past President
of the B.C. Automobile Dealers Association. Mr. Stewart holds a B.A. and an
LL.B., University of British Columbia.



Peter C. Godsoe, O.C, 65, resides in Toronto, Ontario and has been a director
of the Corporation since October, 2003. Mr. Godsoe has served as Chairman
(1995), Chief Executive Officer (1993), President and Chief Operating Officer
(1992) and Vice-Chairman (1982), of The Bank of Nova Scotia since 1966. Mr.
Godsoe is also director of Empire Company Limited, Fairmont Hotels & Resorts,
Ingersoll-Rand company, Lonmin PLC and Templeton Emerging Markets Investment
Fund. Mr. Godsoe holds a B.Sc. (Mathematics and Physics) from the University
of Toronto and an M.B.A. from the Harvard Business School. He is a C.A. and a
Fellow of the Institute of Chartered Accountants of Ontario.



John A. Tory, Q.C., 74, resides in Toronto, Ontario and has been a director of
RCI since December 1979. Mr. Tory is President of Thomson Investments Limited.
Mr. Tory also serves as a director of The Thomson Corporation, The Woodbridge
Company Limited and Abitibi-Consolidated Inc. Mr. Tory was educated at
University of Toronto Schools, Toronto, Phillips Academy, Andover,
Massachusetts, and University of Toronto and holds an LL.B., University of
Toronto. Mr. Tory was called to the Bar of Ontario in 1954 and appointed
Queen’s Counsel in 1965.



J. Christopher C. Wansbrough, 71, resides in Toronto, Ontario and has been a
director of RCI since December 1982. Mr. Wansbrough is Chairman, Rogers
Telecommunications Limited. Mr. Wansbrough also served as President of
National Trust Company and Chairman of the Board of Omers Realty Corporation.
Mr. Wansbrough serves as a director of United Corporations Ltd., Rogers
Wireless Communications Inc., Rogers Cable Inc. and Rogers Media Inc. Other
affiliations include Chairman of the Board of the R.S. McLaughlin Foundation
and The Independent Order of Foresters. Mr. Wansbrough holds a B.A.,
University of Toronto, and is a Chartered Financial Analyst.



W. David Wilson, 59, resides in Toronto, Ontario and has been a director of RCI
since February 1979. Mr. Wilson is Vice-Chairman, Bank of Nova Scotia and
Chairman and Chief Executive Officer, Scotia Capital Inc. Mr. Wilson joined
McLeod Young Weir Limited in 1971 and became Managing Director, Corporate
Finance Department in 1984, President and Deputy Chief Executive Officer,
ScotiaMcLeod, in 1993 and Chairman and Chief Executive Officer of Scotia
Capital Markets in 1998 and Vice-Chairman, Bank of Nova Scotia in 2002. Mr.
Wilson is a director of University of Toronto Press and the Art Gallery of
Ontario and a member of he Dean’s Advisory Council for the Schulich School of
Business, York University and the 5-year Review Committee (reviewing the
Securities Act (Ontario). Mr. Wilson holds a B. Comm., University of Toronto
and an M.B.A., York University.




28









 









ITEM 9 — ADDITIONAL INFORMATION



General



The Company shall provide to any company or person, upon request to the
Secretary of the Company:






	(a)	 	when the securities of the Company are in the course of a distribution
pursuant to a short form prospectus or a preliminary short form prospectus
has been filed in respect of a distribution of its securities:







	 	(i)	 	one copy of the annual information form of the Company, together
with one copy of any document, or the pertinent pages of any document,
incorporated by reference in the annual information form;
	 
	 	(ii)	 	one copy of the comparative financial statements of the Company for
its most recently completed financial year together with the
accompanying report of the auditors and one copy of any interim
financial statements of the Company subsequent to the financial
statements for its most recently completed financial year;
	 
	 	(iii)	 	one copy of the information circular to the Company in respect of
its most recent annual meeting of shareholders that involve the
election of directors or one copy of any annual filing prepared in lieu
of that information circular, as appropriate; and
	 
	 	(iv)	 	one copy of any other documents that are incorporated by reference
into the preliminary short-form prospectus or the short-form prospectus
and are not required to be provided under (i) to (iii) above;




or



(b) at any other time, one copy of any other documents referred to in (a)(i),
(ii) and (iii) above, provided the Company may require the payment of a
reasonable charge if the request is made by a person or company who is not a
security holder of the Company.



The Secretary of the Company can be contacted at the Company’s principal
office, located at 333 Bloor Street East, 9th Floor, Toronto, Ontario, Canada,
M4W 1G9 (telephone: 416-935-7777).



Additional information including directors and officers remuneration and
indebtedness, principal holders of the Company’s securities, options to
purchase securities and interest of insiders and material transactions is
contained in the Company’s management information circular for its most recent
annual meeting of shareholders that involved the election of directors.
Additional financial information is provided in the Company’s comparative
financial statements for its most recently completed financial year, including
the Notes thereto. Detailed information concerning the Company’s significant
accounting policies and Canadian and United States accounting policy
differences is presented in Notes 2 and 22, respectively.





29