##### 



SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549
 FORM 20-F
 (Mark One) [   ]
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR [X]
    
    ANNUAL REPORT PURSUANT TO SECTION 13(A) OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2003
 OR [   ]
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to .Commission file number 333-87972
 ROGERS CABLE INC. 
  Not Applicable 
  Canada 
  333 Bloor Street East, 7th Floor
Toronto, Ontario, Canada M4W 1G9 
  Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class
    
    Name of each exchange on which registeredNot applicable
    
    Not applicable
 Securities registered or to be registered pursuant to Section 12(g) of the Act: Not applicable
 
  Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:10% Senior Secured Second Priority Notes due 2005
7.875% Senior (Secured) Second Priority Notes due 2012
6.25% Senior (Secured) Second Priority Notes due 2013
9.65% Senior (Secured) Second Priority Debentures due 2014
8.75% Senior (Secured) Second Priority Debentures due 2032
11% Senior Subordinated Guaranteed Debentures due 2015




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##### 



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. 100,000,000 Class A common shares118,166,003 Class B common shares306,904 fourth preferred shares151,800 seventh preferred shares Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 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. [X]   
Yes   
[   ]   No Indicate by check mark which financial statement item the registrant has elected to follow. [   ]   Item 17    [X]   Item 18 Unless otherwise noted, all references to dollar amounts in this Form 20-F are
stated in Canadian dollars. On December 31, 2003, the inverse of the noon
buying rate in New York City for cable transfers of Canadian funds as certified
for customs purposes by the Federal Reserve Bank of New York was Cdn$1.00 =
US$0.7738. For the purposes of this Form 20-F, references to Cable we, us our or
the Company are to Rogers Cable Inc. and its subsidiaries, references to
RCI are to Rogers Communications Inc. and references to Rogers and the
Rogers group of companies are to RCI together with its subsidiaries. Rogers is a trademark of Rogers Communications Inc. This document also
makes reference to other trademarks of RCI and its subsidiaries. Documents Incorporated by Reference Important business and financial information relating to Cable is incorporated
by reference from Cables Managements Discussion and Analysis and Consolidated
Financial Statements for the year ended December 31, 2003, which was filed with
the Securities and Exchange Commission (SEC) under cover of a Form 6-K dated
March 4, 2004. Cautionary Statement Regarding Forward-Looking Information This Form 20-F contains forward-looking statements concerning the business,
operations and financial performance and condition of Cable. When used in this Form 20-F, the words believe, anticipate, intend,
estimate, expect, project and similar expressions are intended to
identify forward-looking statements, although not all forward-looking
statements contain such words. These forward-looking statements are based on
current expectations and are naturally subject to uncertainty and changes in
circumstances that may cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Factors that may
cause such differences include but are not limited to economic, business,
technological, competitive and regulatory factors. More detailed information
about these and other factors is included in this Form 20-F under the section
entitled Item 3  Key Information  Risk Factors. We are under no obligation
to update or alter our forward-looking statements whether as a result of new
information, future events or otherwise. 2




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##### 



TABLE OF CONTENTS  PART IITEM 1  IDENTITY OF DIRECTORS, SENIOR MANAGERS AND ADVISORSITEM 2  OFFER STATISTICS AND EXPECTED TIMETABLEITEM 3  KEY INFORMATIONITEM 4  INFORMATION ON THE COMPANYITEM 5  OPERATING AND FINANCIAL REVIEW AND PROSPECTSITEM 6  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESITEM 7  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSITEM 8  FINANCIAL INFORMATIONITEM 9  LISTING DETAILSITEM 10 ADDITIONAL INFORMATIONITEM 11  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 12  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIESPART IIITEM 13 DEFAULTS, DIVIDENDS ARREARAGES AND DELINQUENCIESITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITIES HOLDERS AND USE OF PROCEEDSITEM 15  DISCLOSURE CONTROLS AND PROCEDURESITEM 16A  AUDIT COMMITTEE FINANCIAL EXPERTITEM 16B  CODE OF ETHICSITEM 16C  PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IIIITEM 17 - FINANCIAL STATEMENTSITEM 18 - FINANCIAL STATEMENTSITEM 19  EXHIBITSEXHIBIT INDEXSIGNATURESCERTIFICATIONCERTIFICATIONCERTIFICATIONSCHEDULE OF VALUATION & QUALIFYING ACCOUNTS 
 PART I 
 ITEM 1  IDENTITY OF DIRECTORS, SENIOR MANAGERS AND ADVISORS Not applicable. 
 ITEM 2  OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. 3




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##### 



ITEM 3  KEY INFORMATION Selected Consolidated Financial Data The following data should be read in conjunction with our audited consolidated
financial statements, the notes related to those financial statements and the
section entitled Item 5  Operating and Financial Review and Prospects. The
selected data for and as of each of the five years ended December 31, 2003 is
derived from our audited consolidated financial statements which have been
audited by KPMG LLP, independent chartered accountants, whose report on the
audited consolidated financial statements is included in this annual report. Our consolidated financial statements have been prepared in accordance with
Canadian Generally Accepted Accounting Principals (GAAP). For a discussion of
the principal differences between Canadian and U.S. GAAP, see Note 23 to our
audited consolidated financial statements. Year Ended December 31,1999
    
    2000
    
    2001
    
    2002
    
    2003(in thousands of dollars)AMOUNTS UNDER CANADIAN GAAP(1)Statement of Income Data(2)Operating revenueCore cable services
    
    $
    924,571
    
    
    $
    980,346
    
    
    $
    1,043,069
    
    
    $
    1,095,736
    
    
    $
    1,167,496Internet services
    
    
    46,165
    
    
    
    111,476
    
    
    
    166,528
    
    
    
    242,635
    
    
    
    322,290Video stores operations
    
    
    181,020
    
    
    
    203,583
    
    
    
    228,301
    
    
    
    262,995
    
    
    
    282,635Inter-company eliminations
    
    
    (3,237
    )
    
    
    (4,244
    )
    
    
    (4,869
    )
    
    
    (4,965
    )
    
    
    (3,201
    )Total operating revenue
    
    
    1,148,519
    
    
    
    1,291,161
    
    
    
    1,433,029
    
    
    
    1,596,401
    
    
    
    1,769,220Operating expensesCable services (3)Sales and marketing expenses
    
    
    39,484
    
    
    
    48,092
    
    
    
    60,440
    
    
    
    84,542
    
    
    
    91,012Operating, general and administrative
expenses
    
    
    532,568
    
    
    
    600,444
    
    
    
    650,890
    
    
    
    711,882
    
    
    
    758,986Total cable services operating expenses
    
    
    572,052
    
    
    
    648,536
    
    
    
    711,330
    
    
    
    796,424
    
    
    
    849,998Video stores operations (4)Cost of video stores sales
    
    
    81,766
    
    
    
    92,781
    
    
    
    99,962
    
    
    
    121,335
    
    
    
    129,938Sales and marketing expenses
    
    
    78,745
    
    
    
    85,525
    
    
    
    98,679
    
    
    
    109,102
    
    
    
    115,831Operating, general and administrative
expenses
    
    
    7,988
    
    
    
    10,781
    
    
    
    11,122
    
    
    
    11,025
    
    
    
    13,180Total Video stores operating expenses
    
    
    168,499
    
    
    
    189,087
    
    
    
    209,763
    
    
    
    241,462
    
    
    
    258,949Management fees (5)
    
    
    23,156
    
    
    
    25,949
    
    
    
    28,781
    
    
    
    31,745
    
    
    
    35,385Inter-company eliminations
    
    
    (3,237
    )
    
    
    (4,244
    )
    
    
    (4,869
    )
    
    
    (4,965
    )
    
    
    (3,201
    )Total operating expenses
    
    
    760,470
    
    
    
    859,328
    
    
    
    945,005
    
    
    
    1,064,666
    
    
    
    1,141,131Cable services
    
    
    398,684
    
    
    
    443,286
    
    
    
    498,267
    
    
    
    541,947
    
    
    
    639,788Video stores operations
    
    
    12,521
    
    
    
    14,496
    
    
    
    18,538
    
    
    
    21,533
    
    
    
    23,686Management fees
    
    
    (23,156
    )
    
    
    (25,949
    )
    
    
    (28,781
    )
    
    
    (31,745
    )
    
    
    (35,385
    )Total operating profit (6)
    
    
    388,049
    
    
    
    431,833
    
    
    
    488,024
    
    
    
    531,735
    
    
    
    628,089Workforce reduction (7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,850
    
    
    
    Cable system integration and At Home termination (7)
    
    
    
    
    
    
    10,612
    
    
    
    60,436
    
    
    
    
    
    
    
    Depreciation and amortization (8)(14)
    
    
    273,721
    
    
    
    343,082
    
    
    
    433,829
    
    
    
    484,224
    
    
    
    482,050Operating income (loss)
    
    
    114,328
    
    
    
    78,139
    
    
    
    (6,241
    )
    
    
    41,661
    
    
    
    146,039Interest expense (9)
    
    
    292,993
    
    
    
    192,025
    
    
    
    174,626
    
    
    
    213,332
    
    
    
    240,670Dividend income from affiliated company (10)
    
    
    (35,543
    )
    
    
    (39,380
    )
    
    
    (32,228
    )
    
    
    (5,447
    )
    
    
    (4,488
    )Foreign exchange loss (gain)
    
    
    (25,284
    )
    
    
    3,460
    
    
    
    1,452
    
    
    
    3,090
    
    
    
    (49,302
    )Other expense (income), net (11)
    
    
    (37,327
    )
    
    
    (30,099
    )
    
    
    (8,700
    )
    
    
    35,903
    
    
    
    6,461Loss before income taxes
    
    
    (80,511
    )
    
    
    (47,867
    )
    
    
    (141,391
    )
    
    
    (205,217
    )
    
    
    (47,302
    )Income tax expense (reduction)
    
    
    (74,081
    )
    
    
    (32,497
    )
    
    
    5,314
    
    
    
    (146,387
    )
    
    
    7,541Loss for the year
    
    $
    (6,430
    )
    
    $
    (15,370
    )
    
    $
    (146,705
    )
    
    $
    (58,830
    )
    
    $
    (54,843
    )
 4




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##### 



Year Ended December 31,1999
    
    2000
    
    2001
    
    2002
    
    2003(in thousands of dollars)Balance Sheet Data (at year end)Property, plant and equipment, net
    
    $
    1,685,090
    
    
    $
    1,978,223
    
    
    $
    2,373,625
    
    
    $
    2,556,847
    
    
    $
    2,595,761Goodwill (14)
    
    
    753,563
    
    
    
    739,777
    
    
    
    926,445
    
    
    
    926,445
    
    
    
    926,445Other intangible assets
    
    
    2,600
    
    
    
    2,080
    
    
    
    1,560
    
    
    
    1,040
    
    
    
    520Total assets
    
    
    3,127,765
    
    
    
    3,557,044
    
    
    
    3,661,722
    
    
    
    3,806,778
    
    
    
    3,720,087Senior debt (12)
    
    
    1,156,518
    
    
    
    1,455,446
    
    
    
    1,452,175
    
    
    
    2,181,649
    
    
    
    2,518,733Inter-company subordinated debt (13)
    
    
    550,000
    
    
    
    
    
    
    
    485,600
    
    
    
    204,500
    
    
    
    Subordinated debt (13)
    
    
    163,831
    
    
    
    164,264
    
    
    
    164,968
    
    
    
    171,406
    
    
    
    153,119Total debt (12)
    
    
    1,870,349
    
    
    
    1,619,710
    
    
    
    2,102,743
    
    
    
    2,557,555
    
    
    
    2,671,852Capital stock
    
    
    2,287,887
    
    
    
    2,929,221
    
    
    
    2,728,864
    
    
    
    2,786,466
    
    
    
    2,614,466Shareholders equity
    
    
    902,259
    
    
    
    1,470,206
    
    
    
    1,090,916
    
    
    
    902,041
    
    
    
    670,710Other DataProperty, plant and equipment expenditures
(excluding video rental purchases)
    
    $
    412,606
    
    
    $
    650,349
    
    
    $
    749,747
    
    
    $
    650,871
    
    
    $
    509,562AMOUNTS UNDER U.S. GAAP(1)Statement of Income Data(2)Operating revenue
    
    $
    1,148,519
    
    
    $
    1,291,161
    
    
    $
    1,433,029
    
    
    $
    1,596,401
    
    
    $
    1,769,220Operating income (loss)
    
    
    87,525
    
    
    
    76,655
    
    
    
    (11,485
    )
    
    
    47,509
    
    
    
    149,172Interest expense (13)
    
    
    292,993
    
    
    
    188,201
    
    
    
    172,297
    
    
    
    206,616
    
    
    
    236,161Other expense (income), net (11)
    
    
    (98,154
    )
    
    
    (106,293
    )
    
    
    (77,646
    )
    
    
    (8,108
    )
    
    
    67,398Loss before income taxes
    
    
    (107,314
    )
    
    
    (5,253
    )
    
    
    (106,136
    )
    
    
    (150,999
    )
    
    
    (154,387
    )Income tax expense (reduction)
    
    
    (63,130
    )
    
    
    (22,411
    )
    
    
    (34,901
    )
    
    
    (146,387
    )
    
    
    7,196Income (loss) before cumulative changes
in accounting principles
    
    
    (44,184
    )
    
    
    17,158
    
    
    
    (71,235
    )
    
    
    (4,612
    )
    
    
    (161,583
    )Cumulative effect of change in accounting
principles for derivative financial
instruments
    
    
    
    
    
    
    
    
    
    
    (34,551
    )
    
    
    
    
    
    
    Net income (loss) for the year
    
    $
    (44,184
    )
    
    $
    17,158
    
    
    $
    (105,786
    )
    
    $
    (4,612
    )
    
    $
    (161,583
    )Balance sheet data (at year end)Property, plant and equipment, net
    
    $
    1,676,813
    
    
    $
    2,016,995
    
    
    $
    2,413,094
    
    
    $
    2,599,481
    
    
    $
    2,638,118Goodwill (14)
    
    
    857,493
    
    
    
    840,129
    
    
    
    1,057,892
    
    
    
    1,057,892
    
    
    
    1,057,892Other intangible assets
    
    
    2,600
    
    
    
    2,080
    
    
    
    1,560
    
    
    
    1,040
    
    
    
    520Total assets
    
    
    3,198,297
    
    
    
    3,676,516
    
    
    
    3,812,712
    
    
    
    4,012,171
    
    
    
    3,889,732Senior debt (12)(15)
    
    
    1,226,131
    
    
    
    1,560,742
    
    
    
    1,615,414
    
    
    
    2,238,016
    
    
    
    2,326,619Total debt (13)(15)
    
    
    1,956,544
    
    
    
    1,748,267
    
    
    
    2,300,089
    
    
    
    2,622,077
    
    
    
    2,473,533Shareholders equity
    
    
    942,662
    
    
    
    1,549,463
    
    
    
    1,241,906
    
    
    
    1,107,434
    
    
    
    770,901
   (1)
    
    In certain respects, Canadian GAAP differs from U.S. GAAP. Accordingly, certain line items with respect to Statement of Income Data and Balance Sheet Data differ as a result of the application of U.S. GAAP. For a discussion of the principal differences between Canadian GAAP and U.S. GAAP, see Note 23 to our audited
consolidated financial statements.(2)
    
    During 2000, we entered into an agreement with Shaw to exchange certain cable television and Internet assets effective November 1, 2000. We exchanged our cable television and Internet assets in British Columbia, with approximately 623,000 basic cable subscribers and approximately 105,000 Internet subscribers, for
Shaws cable television and Internet assets in southern Ontario and New Brunswick, with approximately 601,000 basic cable subscribers and approximately 78,000 Internet subscribers. In February 2001, we acquired Cable Atlantic Inc., which has since been amalgamated into RCCI. As a result, RCCI now has cable television
systems serving approximately 71,000 basic cable subscribers in Newfoundland. In November 2001, we sold our U.S. cable system, comprising Rogers American Cablesystems, Inc. and its operating subsidiary Rogers Cablesystems of Alaska, Inc., which had approximately 7,400 basic cable subscribers.(3)
    
    Cable operating expenses have been segregated between sales and marketing expenses and operating, general and administrative expenses which include all programming costs, Internet interconnectivity costs and expenses of running the business on a day-to-day basis.(4)
    
    Video stores operating expenses have been segregated into cost of video stores sales, which includes video store merchandise and depreciation related to rental assets, sales and marketing expenses, which include all costs of promoting the stores and operating, general and administrative expenses, which include
corporate office expenses and other operating expenses not directly attributable to a store location. 5




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##### 



(5)
    
    We have entered into a management services agreement with RCI under which RCI provides executive, administrative, financial, strategic planning, information technology and various additional services to us. Those services relate to, among other things, assistance with tax advice, Canadian regulatory matters, financial
advice (including the preparation of business plans and financial projections and the evaluation of PP&E expenditure proposals), treasury services, service on our board of directors and on committees of our boards of directors and advice and assistance on relationships with employee groups, internal audits, purchasing
and legal services. In return for these services, we have agreed to pay RCI a fee equal to 2% of our consolidated gross revenue. We have also agreed to reimburse RCI for all out-of-pocket expenses incurred in respect of additional services not specifically covered by the management services agreement provided to us.(6)
    
    We define operating profit as net income before depreciation and amortization, interest expense, income taxes and non-operating items, which include dividend income and foreign exchange (gain) loss, and other non-operating items included in other expense (income), which include loss on repayment of debt, writedown of
investments, gains on sales of subsidiaries and investments, and other income and the 2002 workforce reduction costs as well as the 2000 and 2001 cable system integration and At Home termination costs. In the case of operating profit for each of the cable and video segments, we exclude management fees from the calculation.
Operating profit is a standard measure used in the cable and communications industry to assist in understanding and comparing operating results and is often referred to by our competitors as earnings before interest, taxes, depreciation and amortization (EBITDA) or operating income before depreciation and amortization (OBIDA).
We believe this is an important measure because it allows us to assess our ongoing businesses without the impact of depreciation or amortization expenses as well as non-operating and other factors. It is intended to indicate our ability to incur or service debt, invest in PP&E and allows us to compare our company to our
competitors who have different capital or organizational structures. This measure is not a defined term under GAAP.(7)
    
    During the years ended December 31, 2000 and 2001, we recorded cable system integration costs of $10,612,000 and $16,462,000, respectively, pertaining to the integration of the Ontario and New Brunswick cable television and Internet assets acquired effective November 1, 2000 in the exchange of cable television and
Internet assets with Shaw. The cable system integration costs recorded in 2001 also include integration costs related to the Newfoundland cable systems acquired in the Cable Atlantic acquisition completed in February 2001. During the year ended December 31, 2001, we incurred incremental operating expenses of
$43,974,000 pertaining to the termination of our relationship with At Home Corporation (At Home) and the transition of our Internet subscribers to our own regional network. During the year ended December 31, 2002, we reduced our workforce by 187 employees primarily in the technical service, network operations and
engineering departments of our cable services segment, incurring $5,850,000 in costs primarily related to severance and other employee termination benefits. For additional details, see Notes 13 and 14 to our audited consolidated financial statements.(8)
    
    Effective January 1, 2002, the accounting standards relating to foreign currency were amended to eliminate the requirement under Canadian GAAP to defer and amortize unrealized translation gains and losses on long-term foreign currency denominated monetary items, including long-term debt denominated in U.S. dollars.
Further, the adoption of this amendment required retroactive restatement of prior periods. As a result, upon adoption of this amendment effective January 1, 2002, the loss for the years ended December 31, 1999, 2000 and 2001 was decreased by $98,959,000, $4,327,000 and $11,611,000, respectively.(9)
    
    Consolidated interest expense under Canadian GAAP for each of the five years ended December 31, 2003 is comprised as follows: Year Ended December 31,1999
    
    2000
    
    2001
    
    2002
    
    2003(in thousands of dollars)Interest expense on inter-company deeply subordinated debt
    
    $
    53,558
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Interest expense on inter-company subordinated debt
    
    
    55,895
    
    
    
    33,901
    
    
    
    12,036
    
    
    
    4,687
    
    
    
    2,867Third party interest expense
    
    
    183,540
    
    
    
    158,124
    
    
    
    162,590
    
    
    
    208,645
    
    
    
    287,803Consolidated interest expense
    
    $
    292,993
    
    
    $
    192,025
    
    
    $
    174,626
    
    
    $
    213,332
    
    
    $
    240,670
  (10)
    
    Dividend income from affiliated company refers to dividends earned on investments in the preferred shares of an affiliated company and are offset by a corresponding amount of interest expense and dividends paid to an affiliated company. The investments in these preferred
shares relate to back-to-back preferred share transactions that have the effect of transferring tax losses to our subsidiaries. For more information, see Note 6 to our audited consolidated financial statements.(11)
    
    Other expense (income) under Canadian and U.S. GAAP in the years ended December 31, 1999, 2002 and 2003 includes losses incurred on the repayment of long-term debt, and the writedown of investments in the years ended December 31, 2001 and 2002.(12)
    
    Senior debt includes secured long-term debt and operating bank loans but does not include subordinated debt, inter-company subordinated debt or inter-company deeply subordinated debt. Total debt includes the senior debt described above together with inter-company
subordinated debt and subordinated debt but does not include inter-company deeply subordinated debt. Inter-company deeply subordinated debt (all of which was owed to RCI) has been excluded from total debt because, under the terms of our various credit facilities, all
payments on such debt are restricted payments treated in the same manner as dividends on our common shares. 6




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##### 



The following table sets forth, for the periods indicated, a reconciliation of long-term debt to total and senior debt: Reconciliation of Long-Term Debt to Total and Senior Debt Year Ended December 31,1999
    
    2000
    
    2001
    
    2002
    
    2003(in thousands of dollars)Long-term debt as per
consolidated financial
statements
    
    $
    1,320,349
    
    
    $
    1,619,710
    
    
    $
    1,617,143
    
    
    $
    2,353,055
    
    
    $
    2,671,852Inter-company subordinated debt
as discussed below
    
    
    550,000
    
    
    
    
    
    
    
    485,600
    
    
    
    204,500
    
    
    
    Total debt
    
    
    1,870,349
    
    
    
    1,619,710
    
    
    
    2,102,743
    
    
    
    2,557,555
    
    
    
    2,671,852Inter-company subordinated debt
    
    
    (550,000
    )
    
    
    
    
    
    
    (485,600
    )
    
    
    (204,500
    )
    
    
    Subordinated debt
    
    
    (163,831
    )
    
    
    (164,264
    )
    
    
    (164,968
    )
    
    
    (171,406
    )
    
    
    (153,119
    )Senior debt
    
    $
    1,156,518
    
    
    $
    1,455,446
    
    
    $
    1,452,175
    
    
    $
    2,181,649
    
    
    $
    2,518,733
 In 1999, we issued net $890,358,000 of additional inter-company subordinated debt to RCI and amended $100,000,000 of inter-company
subordinated debt owing to RCI into $100,000,000 of inter-company deeply subordinated debt owing to RCI. We then converted
$603,358,000 of outstanding inter-company subordinated debt owing to RCI into Class B Common Shares which were issued by us to RCI.
As a result of all of the above, a total of $550,000,000 of inter-company subordinated debt owing to RCI was outstanding at
December 31, 1999. During 2000, we issued net $82,100,000 of additional inter-company subordinated debt owing to RCI and converted
the total outstanding $632,100,000 of inter-company subordinated debt owing to RCI into Class B Common Shares issued by us to RCI.
During 2001, we issued net $485,600,000 of additional inter-company subordinated debt owing to RCI, all of which was repaid in
2002. We subsequently issued net $204,500,000 of additional inter-company subordinated debt owing to RCI in 2002. During the year
ended December 31, 2003, we made a net repayment to RCI of $204,500,000 of inter-company subordinated debt, so that the ending
balance at December 31, 2003 was nil.  (13)
    
    During 1999, we issued an additional $23,558,000 of inter-company deeply subordinated debt owing to RCI in consideration for the payment of
accrued interest owing on account of inter-company deeply subordinated debt. Also during 1999, the aggregate outstanding $733,261,000 of
inter-company deeply subordinated debt owing to RCI was converted into Class B Common Shares which we issued to RCI.(14)
    
    Effective January 1, 2002 we adopted new accounting standards under Canadian GAAP and U.S. GAAP relating to goodwill which is no longer
amortized. For a more complete discussion see Note 2(f) to our audited consolidated financial statements.(15)
    
    Under U.S. GAAP, the derivative financial instruments, which are used for risk management purposes and include cross-currency interest rate
exchange agreements, are recorded at their fair value. Accordingly, for U.S. GAAP purposes long-term debt balances are recorded at the balance
sheet date rate of exchange. 7




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##### 



Dividends and Distributions We paid dividends on the First Preferred Shares of $4.5 million, $5.4 million,
$32.2 million, $39.4 million and $35.5 million (US$3.5 million, US$3.4 million,
US$20.2 million, US$26.3 million and US$24.6 million) in the years ended
December 31, 2003, 2002, 2001, 2000 and 1999, respectively, and paid dividends
on the Companys Class A and Class B Common Shares of nil, $57.6 million, nil,
nil and $263.8 million (nil, U.S $36.5 million, nil, nil and U.S. $182.7
million) in the years ended December 31, 2003, 2002, 2001, 2000 and 1999,
respectively. These dividends were paid to RCI and a wholly-owned subsidiary of
RCI. During 2003, we distributed $72.0 million as a return of capital to RCI. This
distribution was permitted under all agreements governing the Companys
outstanding indebtedness. As a result of this distribution, the stated value of
the Class B Common Shares was reduced. In January 2004, RCI directed us to
establish, and we adopted, a distribution policy to distribute $6.0 million of
cash per month to RCI on a regular basis beginning in January 2004. In 2002, in a series of transactions with a wholly-owned subsidiary of RCI, we
were able to utilize tax losses of $413.8 million, the benefit of which had
previously been recorded at a value of $124.6 million. For accounting purposes,
the utilization of these losses has been recorded as a distribution. See Note
6(b)(ii) to the 2003 Consolidated Financial Statements. Exchange Rate Data The following table sets forth, for the periods indicated, the average, high,
low and end of period noon buying rates in the City of New York for cable
transfers as certified for customs purposes by the Federal Reserve Bank of New
York. Such rates are set forth as U.S. dollars per Cdn$1.00 and are the
inverse of rates quoted by the Federal Reserve Bank of New York for Canadian
dollars per U.S.$1.00. On April 30, 2004, the inverse of the noon buying rate
was Cdn$1.00 equals US$0.7293. Year ended
    
    Average (1)
    
    High
    
    Low
    
    Period EndDecember 31, 2003
    
    
    0.7186
    
    
    
    0.7738
    
    
    
    0.6349
    
    
    
    0.7738December 31, 2002
    
    
    0.6368
    
    
    
    0.6619
    
    
    
    0.6200
    
    
    
    0.6329December 31, 2001
    
    
    0.6444
    
    
    
    0.6697
    
    
    
    0.6241
    
    
    
    0.6279December 31, 2000
    
    
    0.6725
    
    
    
    0.6969
    
    
    
    0.6410
    
    
    
    0.6669December 31, 1999
    
    
    0.6744
    
    
    
    0.6925
    
    
    
    0.6535
    
    
    
    0.6925
 Month Ended
    
    Average (2)
    
    High
    
    Low
    
    Period EndApril 30, 2004
    
    
    0.7453
    
    
    
    0.7637
    
    
    
    0.7293
    
    
    
    0.7293March 31, 2004
    
    
    0.7527
    
    
    
    0.7645
    
    
    
    0.7418
    
    
    
    0.7634February 29, 2004
    
    
    0.7519
    
    
    
    0.7629
    
    
    
    0.7439
    
    
    
    0.7460January 31, 2004
    
    
    0.7718
    
    
    
    0.7880
    
    
    
    0.7496
    
    
    
    0.7539December 31, 2003
    
    
    0.7618
    
    
    
    0.7738
    
    
    
    0.7460
    
    
    
    0.7738November 30, 2003
    
    
    0.7616
    
    
    
    0.7708
    
    
    
    0.7484
    
    
    
    0.7708
  (1)
    
    The average of the exchange rates on the last day of each month during
the applicable year.(2)
    
    The average of the exchange rates for all days during the applicable
month. Risk Factors The section is incorporated herein by reference to the Operating Risks and
Uncertainties section contained on pages 39-41 of our Managements Discussion
and Analysis for the year ended December 31, 2003. 8




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##### 



ITEM 4  INFORMATION ON THE COMPANY A. History and Development of the Company Name and IncorporationRogers Cable Inc. is wholly owned by RCI and was
amalgamated under the Business Corporations Act (Ontario)on December 31, 2003. Our executive offices are located at 333 Bloor Street East, 7th Floor, Toronto,
Ontario, Canada M4W 1G9. Our telephone number is 416-935-6666. Our agent for
service of process in the United States was CT Corporation System, 111 Eighth
Avenue, 13th Floor, New York City, NY, U.S.A. 10011. CT Corporations
telephone number is 212-894-8400. On December 31, 2003, we executed a corporate reorganization that involved the
transfer of substantially all of our assets to our wholly-owned subsidiary,
Rogers Cable Communications Inc. (RCCI). As part of the reorganization, our
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, we, through RCCI, continue to conduct all of our operations and
provide all of our services. RCCI assumed, as co-obligor, our obligations
under our deed of trust and public indentures on a joint and several basis with
us. Recent Developments  
    
    In January 2004, we announced an agreement with Yahoo! Inc. (Yahoo)
to provide co-branded Internet services to current and future customers
of our Internet access services. Under the multi-year agreement, in
return for payment by us of a monthly fee, Yahoo will assume operation
of our e-mail services and provide a suite of customized Yahoo content,
products and services to our Internet access customers. This content,
products and services will include the following: a customizable
browsing environment; personalized homepage; enhanced e-mail services
such as spam control, parental controls, premium pop-up blocking and
storage; enhanced instant messaging capabilities and multi-media
services. Depending on the level of Internet access service subscribed
to, subscribers will receive some or all of these features as part of
their subscription. The agreement also contemplates Yahoo collaborating
with us to offer premium packages of products and services to our
subscribers for an additional fee.
    
    Together with RCI, we 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 our cable service areas. We plan to provide Canadian
consumers and small businesses in our 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. We expect the property, plant and equipment (PP&E)
expenditures required to deploy this platform will be approximately $200
million over two years. We also expect 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 $140 million and $170
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. 9




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##### 



We are currently refining our 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, we are considering offering the telephony services
described above through another wholly owned RCI subsidiary, Rogers
Telecom Inc. (Rogers Telecom). Although our business strategies and
organizational structure with respect to telephony services continue to be
refined, we plan to incur most or all of the PP&E expenditures described
above to upgrade our 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, we would enter into an agreement with Rogers Telecom which could
relate to, among other things, access to and the use of the we network.
    
    On February 23, 2004, we redeemed our $300.0 million aggregate
principal amount of our 9.65% Senior Secured Second Priority Debentures
due 2014 at a redemption price of 104.825% of the aggregate principal
amount, which together with the write-off of deferred financing costs,
resulted in a loss on the repayment of $18.0 million.
    
    On March 11, 2004, we completed an offering of U.S. $350.0 million
aggregate principal amount of Senior Secured Second Priority Notes due
2014. We used approximately U.S. $243.3 million of the net
proceeds to refinance the drawdown under our New Bank Credit Facility,
which was used to fund the redemption on February 23, 2004, of $300.0
million 9.65% Senior Secured Debentures due 2014 at a redemption price
of 104.825%. We 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. 2003 Highlights  
    
    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 our 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 our Hi-Speed Internet service up to
3Mbps, introduced our personal video recorders (PVR), and launched 9
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 was used to repay advances outstanding under Cables
bank credit facility, intercompany debt owing to Rogers
Communications Inc. 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. Business Overview This section is incorporated herein by reference to the Overview, Company
Strategy, Key Performance Indicators, Seasonality, Recent Cable Industry
Trends, Overview of Government Regulation and Regulatory Developments,
Competition and Intercompany and Related Party Transactions sections
contained on pages 1-10 of the Managements Discussion and Analysis for the
year ended December 31, 2003. Refer to Item 3  Key Information  Selected Consolidated Financial Data for a
breakdown of revenue by category. 10




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##### 



PP&E Expenditures The nature of the cable television business is such that the construction,
rebuild and expansion of a cable system is highly capital intensive. We
categorize our PP&E expenditures according to a standardized set of reporting
categories that were developed and agreed to by U.S. cable television industry
and enable easier comparisons between the PP&E expenditures of the companies.
Under these industry definitions, PP&E expenditures fall into the following
five categories:  
    
    customer premises equipment (CPE), which includes the equipment and
the associated installation costs;
    
    scaleable infrastructure, which includes non-CPE costs to meet business
growth and to provide service enhancements;
    
    line extensions, which includes network costs to enter new service
areas;
    
    upgrade and rebuild which includes the costs to modify or replace
existing coax and fibre networks; and
    
    support capital, which includes the costs associated with the
replacement or enhancement of non-network assets.
PP&E expenditures for the years ended December 31, 2003, 2002 and 2001 were: Year Ended December 31,(In millions of dollars)
    
    2003
    
    2002
    
    2001Customer premises equipment
    
    $
    181.6
    
    
    $
    226.8
    
    
    $
    230.7Scaleable infrastructure
    
    
    80.1
    
    
    
    90.0
    
    
    
    223.4Line extensions
    
    
    49.4
    
    
    
    54.6
    
    
    
    51.3Upgrade and rebuild
    
    
    114.4
    
    
    
    185.2
    
    
    
    131.1Support capital
    
    
    71.0
    
    
    
    86.3
    
    
    
    96.5Cable PP&E expenditures
    
    
    496.5
    
    
    
    642.9
    
    
    
    733.0Video stores PP&E expenditures
    
    
    13.1
    
    
    
    8.0
    
    
    
    16.7Total PP&E expenditures
    
    $
    509.6
    
    
    $
    650.9
    
    
    
    749.7
 Organizational Structure Refer to Item 7. Property, Plants and Equipment In most instances, we own the assets essential to our operations. The major
fixed assets are 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 and television production
facilities). The operating systems and software related to these assets are
either owned by us or are used under license. We generally 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. We either own or lease land for the
placement of our hub sites and headends and space for other portions of the
distribution system. We either
own or lease our offices from third parties and, in certain
instances, from RCI and Rogers Wireless Communications Inc.
(RWI or Wireless). All except one of our Rogers Video
store locations are leased from third parties. We own our service vehicles,
data processing facilities and test equipment. Substantially all of our
assets, with certain exceptions, are subject to various security interests in
favour of the trustee under the deed of trust. 11




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##### 



We own or have licensed various brands and trademarks used in our businesses.
Various of our trade names are protected by trademark. Our intellectual
property, including our trade names, brands, properties and customer lists, are
important to our operations. Environmental protection requirements applicable our operations are not
expected to have a significant effect on our PP&E expenditures, earnings or
competitive position in the current or future fiscal years. 
 ITEM 5  OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion and analysis of financial condition and results of
operations should be read in conjunction with our audited consolidated
financial statements for the year ended December 31, 2003 and the notes related
to those financial statements, which are incorporated herein by reference.
This section also incorporates herein by reference to the Critical Accounting
Policies, New Accounting Standards, Recent Accounting Developments,
Alternative Acceptable Accounting Policies, and U.S. GAAP Differences
contained on pages 11-17 of our Managements Discussion and Analysis for the
year ended December 31, 2003 and to the Cautionary Regarding Forward-Looking
Statements section contained on page 1 of our Managements Discussion and
Analysis for the year ended December 31, 2003. Operating and Financial Results Year Ended December 31, 2003 Compared to Year Ended December 31, 2002 This section is incorporated herein by reference to the Operating and
Financial Results section contained on pages 17-25 of our Managements
Discussion and Analysis for the year ended December 31, 2003. Year Ended December 31, 2002 Compared to Year Ended December 31, 2001 This section is incorporated herein by reference to the Operating and
Financial Results section contained on pages 25-31 of our Managements
Discussion and Analysis for the year ended December 31, 2003. Liquidity and Capital Resources This section is incorporated herein by reference to the Liquidity and Capital
Resources section contained on pages 32-35 of our Managements Discussion and
Analysis for the year ended December 31, 2003. Trend information This section is incorporated herein by reference to the Recent Cable Industry
Trends section contained on pages 6-7 of our Managements Discussion and
Analysis for the year ended December 31, 2003. Off-balance sheet arrangements We do not have any off-balance sheet arrangements other than the cross-currency
interest rate exchange agreements as detailed in the Liquidity and Capital
Resources  Interest Rate and Foreign Exchange Management section contained on
pages 34-35 of our Managements Discussion and Analysis for the year ended
December 31, 2003. Contractual obligations This section is incorporated herein by reference to the Commitments and
Contractual Obligations section contained on page 38 or our Managements
Discussion and Analysis for the year ended December 31, 2003. Safe Harbor 12




---



##### 



Refer to page 2  Caution Regarding Forward-Looking Statements. U.S. GAAP reconciliation This section is incorporated herein by reference to Note 23 of our Consolidated
Financial Statements for the year ended December 31, 2003 and to the U.S. GAAP
Differences section contained on pages 16-17 of our Managements Discussion
and Analysis for the year ended December 31, 2003. 
 ITEM 6  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES Following is a list of our directors and officers prepared as of December
31, 2003, indicating their municipality of residence and their principal
occupation during the five preceding years. Each director is elected by RCI,
our sole shareholder, to serve until a successor is elected or appointed.
Officers are appointed annually and serve at the discretion of the Board of
Directors. Name
    
    PositionEdward S. Rogers, O.C.(2)(3)
    
    Director and ChairmanH. Garfield Emerson, Q.C.(1)(2)(3)
    
    Director and Vice-ChairmanEdward Rogers(2)(4)
    
    Director, President and Chief Executive OfficerDean T. MacDonald(5)
    
    Executive Vice-President and Chief Operating OfficerMichael A. Adams(6)
    
    Executive Vice-President and Chief Operating OfficerRobert J. Barker
    
    Senior Vice-President, National Cable OperationsDonald W. Huff
    
    Senior Vice-President, FinanceDermot J.A. OCarroll
    
    Senior Vice-President, Engineering & Network OperationsThomas M. Vari
    
    Senior Vice-President and Chief Information OfficerPamela J. Dinsmore
    
    Vice-President, RegulatoryCharles W. van der Lee
    
    President and Chief Executive Officer, Rogers VideoColette Watson
    
    Vice-President, External RelationsKenneth G. Engelhart
    
    Vice-President, Regulatory LawM. Lorraine Daly
    
    Vice-President, TreasurerAlan D. Horn
    
    Vice-PresidentPhilip B. Lind, C.M.
    
    Vice-PresidentDavid P. Miller
    
    Vice-President, General Counsel and SecretaryE. Jennifer Warren
    
    Vice-President, Assistant General CounselAlbert Gnat, Q.C. (7)
    
    DirectorRobert W. Korthals
    
    DirectorJohn A. MacDonald(1)
    
    DirectorStephen D. McDonald(1)
    
    DirectorMelinda M. Rogers(4)
    
    DirectorWilliam T. Schleyer
    
    DirectorJ. Christopher C. Wansbrough(1)(3)
    
    DirectorColin D. Watson(1)
    
    Director
  (1)
    
    Denotes member of the Audit Committee.(2)
    
    Denotes member of the Executive Committee.(3)
    
    Denotes member of the Finance Committee.(4)
    
    Edward Rogers is the son and Melinda Rogers is the daughter of Edward S. Rogers, O.C.(5)
    
    Mr. MacDonald left our company at the end of March 2004.(6)
    
    Mr. Adams became our Executive Vice-President and Chief Operating Officer, effective April 20, 2004.(7)
    
    Mr. Gnat died on April 15, 2004. 13




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##### 



Edward S. Rogers, O.C.has served as Chairman of our Board of Directors
since 1999 and has been President, Chief Executive Officer and a director of
RCI since 1979. From February 2003 to May 2003, Mr. Rogers served as a director
and Vice Chairman of Rogers Cable. Mr. Rogers also serves as a director of
Rogers Wireless, Rogers Media, Rogers Telecommunications Limited, Cable
Television Laboratories, Inc. and the Canadian Cable Television Association.
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. H. Garfield Emerson, Q.C.was appointed non-executive Vice-Chairman of our
Board of Directors in 2001. Mr. Emerson has served as non-executive Chairman of
the board of directors of RCI since 1993 and has been a director of RCI since
1989. Mr. Emerson is the National Chairman and a senior partner in the law firm
of Fasken Martineau DuMoulin LLP. Mr. Emerson is also a director of the Canada
Deposit Insurance Corporation, CAE Inc., Wittington Investments, Limited,
Rogers Wireless, Rogers Media, Rogers Telecommunications Limited and Sunnybrook
& Womens College Health Sciences Centre. From 1990 to 2001, Mr. Emerson served
as President and Chief Executive Officer of NM Rothschild & Sons Canada
Limited, an investment banking firm. Edward Rogerswas appointed as a director in June 2003. Mr. Rogers has
served as a director of RCI since May 1997 and also serves as a director of
Rogers Wireless, Rogers Media and Futureway Communications Inc. Mr. Rogers was
appointed our President and Co-Chief Executive Officer in February 2003 and
became President and Chief Executive Officer in June 2003. From 1998 to 2000,
Mr. Rogers served as our Vice-President and General Manager, Greater Toronto
Area. From 2000 to February 2003, Mr. Rogers served as Senior Vice-President,
Planning and Strategy for RCI. Dean T. MacDonaldwas appointed our Executive Vice President and Chief
Operating Officer in February 2003. Prior to this appointment, Mr. MacDonald
served as Senior Vice President, Government Relations of RCI since 2001. Prior
to this appointment with RCI in 2001, Mr. MacDonald was associated with Cable
Atlantic Inc. for 18 years, most recently as President. Mr. MacDonald left our
company at the end of March 2004. Michael A. Adamsbecame our Executive Vice-President and Chief Operating
Officer, effective April 20, 2004. Prior to his appointment with us, Mr. Adams
has held several senior executive positions with RCN Corporation since 1997,
most recently serving as Chief Strategy Officer and Director since 2003. Mr.
Adams also serves as a director of Megacable, S.A. de C.V. (a Mexican cable
television company) and Megacable Comunicaciones de Mexico S.A. (a local
telecommunications provider based in Mexico City.) Robert J. Barkerwas appointed our Senior Vice-President, National Cable
Operations in 1999. From 1988 to 1999, Mr. Barker was Vice-President and
General Manager, English Canada for Cogeco Cable Inc., a cable television
company. Donald W. Huffhas been our Senior Vice-President, Finance since 2002.
From 1996 to 2000, Mr. Huff served as Corporate Controller. From 2000 to 2002,
Mr. Huff served as Vice President, Controller. Mr. Huff has been associated
with us since 1990. Dermot J.A. OCarrollhas been our Senior Vice-President, Engineering &
Network Operations since 1999. Mr. OCarroll has been associated with us since
1995. Thomas M. Variwas appointed our Senior Vice-President and Chief
Information Officer in February 2004, prior to which Mr. Vari served as our
Vice-President, IT and Chief Information Officer since 1998. From 1995 to 1998,
Mr. Vari was our Director IT, Digital Project. Pamela J. Dinsmorehas served as our Vice-President, Regulatory since
1997. Ms. Dinsmore has been associated with us since 1995. 14




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##### 



Charles W. van der Leehas been our President and Chief Executive Officer
of Rogers Video since 1998 and President and Chief Operating Officer of Rogers
Video from 1992 to 1998. Colette Watsonwas appointed our Vice-President, External Affairs in 2001.
Since March 2001, Ms. Watson has been on secondment to the Cable Public Affairs
Channel (CPAC), a national public affairs television channel. Ms. Watson has
been associated with us since 1990. Kenneth G. Engelharthas been our Vice-President, Regulatory Law since
1998. Mr. Engelhart has also served as Vice-President, Regulatory Law of RCI
since 1992 and has been associated with RCI since 1990. M. Lorraine Dalyhas been our Vice-President, Treasurer since 1989. Ms.
Daly has served as Vice President, Treasurer of Rogers Wireless since 1991 and
has also served as Vice-President, Treasurer of RCI since 1989 and has been
associated with RCI since 1987. Alan D. Hornhas served as a Vice-President since 1996. Mr. Horn 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. Philip B. Lind,has been a Vice-President since 1997. Mr. Lind has also
served as Vice-Chairman of RCI since 1991, as a director of RCI since 1979 and
has been associated with RCI since 1969. Mr. Lind also serves as a director of
a number of other companies, including Brascan Corporation, Canadian General
Tower Limited, Council for Business and the Arts and Rogers Media Inc. David P. Millerhas been our Vice-President, General Counsel and Secretary
since 1991 and Vice-President, General Counsel since 1988. Mr. Miller has
served as Vice-President and 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 Rogers Wireless since 1991. E. Jennifer Warrenwas appointed our Vice-President, Assistant General
Counsel during 2001. Ms. Warren 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. Robert W. Korthalshas served as a director of RCI since 1995 and as one
of our directors from 1995 to 1998 and since 2000. Mr. Korthals is currently
Chairman of the Ontario Teachers Pension Plan Board and a director of Cognos
Inc., Suncor Energy Inc., Mulvihill Exchange Traded Open-End Funds, Easyhome
Ltd. and Jannock Properties Ltd. From 1967 to 1995, Mr. Korthals served as an
officer of a Canadian chartered bank most recently as President from 1981 until
his retirement in 1995. Mr. Korthals holds a B.Sc., Chemical Engineering,
University of Toronto, and an M.B.A., Harvard Business School. John A. MacDonaldhas served as one of our directors since 2000 and as
President and Chief Operating Officer of Allstream Corp. (previously AT&T
Canada Inc.), a broadband communications provider, since November 2002. From
1999 to 2001, Mr. MacDonald served as President and Chief Executive Officer of
Leitch Technology Corporation, a video and audio signal equipment provider.
From 1994 to 1999, Mr. MacDonald served as an executive officer of Bell Canada,
a telephone utility, most recently as President and Chief Operating Officer. Stephen D. McDonaldhas served as one of our directors since 2000. Mr.
McDonald served as Chief Executive Officer of a financial services firm from
1999 until 2002, and had been associated with the related Canadian chartered
bank since 1983, most recently as Vice-Chairman. In November 2003, Mr. McDonald
was
appointed U.S. Country Head for another Canadian chartered bank and Executive
Managing Director of the related financial services firm owned by the bank. Melinda M. Rogershas served as one of our directors since 2000. Ms.
Rogers was appointed Vice President of Strategic Planning and Venture
Investments of RCI in April 2003, prior to which Ms. Rogers 15




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##### 



served as
Vice-President, Venture Investments of RCI from 2000. Ms. Rogers served as a
Product Manager with At Home Corporation from 1997 to 1999. William T. Schleyerhas served as one of our directors since 2000 and as a
director of RCI since 1998. Mr. Schleyer was appointed Chairman and Chief
Executive Officer of Adelphia Communications Corp., a cable television and
Internet access provider, in January 2003, prior to which Mr. Schleyer served
as President and Chief Executive Officer of AT&T Broadband, a cable television
and Internet service provider from 2001 to 2003. From February 2000 to October
2001, Mr. Schleyer was a principal in Pilot House Ventures, an investment firm,
where he served as a liaison between investors and entrepreneurs. Prior to
February 2000, Mr. Schleyer served 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. J. Christopher C. Wansbroughhas served as one of our directors since
February 2002. Mr. Wansbrough has served as a director of RCI since 1982, as a
director of Rogers Wireless since May 2003 and as Chairman of Rogers
Telecommunications Limited since December 1997. Mr. Wansbrough served as
President of National Trust Company from 1984 to 1986, Vice Chairman from 1986
to 1991 and Chairman of the Board of OMERS Realty Corporation from 1989 to
1997. Mr. Wansbrough also serves as a director of The Independent Order of
Foresters, United Corporations Ltd. and Rogers Media Inc. Colin D. Watsonhas served as one of our directors since 2000. Mr. Watson
was appointed President and Chief Executive Officer of Vector Aerospace
Corporation, an aviation services firm, in November 2003. Mr. Watson served as
Vice-Chairman of Spar Aerospace Limited, an aviation services firm, from
January 2000 until January 2002. From 1996 to 1999, Mr. Watson served as
President and Chief Executive Officer of Spar Aerospace Limited and from 1999
to 2000, as its Vice-Chairman and Chief Executive Officer. Prior to 1996, Mr.
Watson was our President and Chief Executive Officer. Mr. Watson also serves as
a director of a number of other companies, including Vector Aerospace
Corporation, Cygnal Technologies Corp., B Split II Corporation, Kasten Chase
Applied Research Limited, NorthStar Aerospace, OnX Incorporated, Persona Inc.,
Great Lakes Carbon Income Fund and Louisiana-Pacific Corporation. Our Board of Directors currently has 11 directors. Each director is elected by
RCI, our sole shareholder, to serve until a successor director is elected or
appointed. Executive officers are appointed annually and serve at the
discretion of our Board of Directors. Our Board of Directors has established an Executive Committee, an Audit
Committee and a Finance Committee. The Executive Committee consists of three
directors who are appointed annually by the Board of Directors. The Executive
Committee may exercise all of the powers of the Board of Directors in respect
of the management and direction of our business and affairs between meetings of
the Board of Directors, subject to certain restrictions under applicable laws.
The Audit Committee consists of five directors who are appointed annually by
our Board of Directors. A majority of the members of the Audit Committee are
not officers or employees of Cable or any of Cables affiliates. The Audit
Committee is responsible for the engagement of our independent auditors and for
the review with them of the scope and timing of their audit services and any
other services they are asked to perform, their report on our accounts
following completion of the audit and our policies and procedures with respect
to internal accounting and financial controls. A majority of the members of
each of the Executive Committee and the Audit Committee must be Canadian
residents. The Board of Directors may also establish other committees from time to time to
assist in the discharge of its responsibilities. Compensation of Executive Officers and Directors 16




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##### 



The following table shows the aggregate amount of cash compensation we paid to
our directors and executive officers as a group for services in all capacities
provided to us and our subsidiaries for the year ended December 31, 2003. Directors
    
    Salaries &Fees(1)(2)
    
    Bonuses
    
    TotalExecutive Officers (including one director)
    
    $
    
    
    
    $
    6,091,376
    
    
    $
    6,091,376Directors (not employees)
    
    
    89,500
    
    
    
    
    
    
    
    89,500Total
    
    $
    89,500
    
    
    $
    6,091,376
    
    
    $
    6,180,876
  (1)
    
    In 2003, directors were compensated for their services with an annual
retainer of $15,000 and with meeting fees of $1,000 per meeting
attended. The meeting fees were increased to $1,250 per meeting attended
for directors traveling more than 100 km but less than 1,000 km to the
meeting and $2,000 per meeting for directors traveling more than 1,000
km to the meeting. A director who acted as chairman of a committee of
our Board of Directors was paid an additional annual retainer of $5,000
and received committee meeting fees of $1,500 per committee meeting
attended. Directors fees are not paid to directors who are also our
employees or executive officers.To encourage the directors to align their interests with shareholders, we
implemented a Directors Deferred Share Unit Plan (DDSU Plan). Under the
DDSU Plan, non-employee directors may receive all or a percentage of their
total directors fees in the form of Directors Deferred Share Units
(DDSUs), each of which has a value equal to the market value of a Class B
Non-Voting Share of RCI at the commencement of the relevant fiscal
quarter. A DDSU is a bookkeeping entry credited to the account of an
individual director, which cannot be converted to cash until the director
ceases to be a member of the Board of Directors and the boards of
directors of our subsidiaries. The value of a DDSU, when converted to
cash, will be equivalent to the market value of a Class B Non-Voting Share
of RCI at the time the conversion takes place. DDSUs will attract
dividends in the form of additional DDSUs at the same rate as dividends on
Class B Non-Voting Shares of RCI.In October 2002, our Board of Directors passed a resolution requiring each
non-employee director to acquire direct or indirect beneficial ownership
of 4,000 of any combination of Class A Voting Shares of RCI, Class B
Non-Voting Shares of RCI and DDSUs during the term of his or her service
as a director on Board of Directors.From time to time, our directors are granted options to participate in the
stock option plans of RCI. Non-employee directors may receive all or a
percentage of such stock options in the form of DDSUs.All of the our directors are entitled, after ten years of service, to a
retiring allowance on retirement from the Board of Directors in an amount
equal to $15,000 plus $2,000 per year of service as a director.(2)
    
    The services of Messrs. E.S. Rogers, O.C., Emerson, Engelhart, Horn,
Lind and Miller and of Ms. Daly and Ms. Warren, in their
capacities as officers, and Messrs. E.S. Rogers, O.C., Emerson
and Ms. Rogers, in
their capacities as directors, are not paid for by us. Their services
are provided pursuant to the management services agreement between RCI
and us. Refer to the section Certain Transactions and Relationships 
Management Services Agreement on page 36 of our Managements Discussion
and Analysis for the year ended December 31, 2003. Executive Compensation The following table sets forth all compensation earned during the last three
fiscal years by the Chief Executive Officer and our four most highly
compensated executive officers, other than the Chief Executive Officer, who
served as executive officers at the end of 2003. We refer to these executive
officers as the Named Executive Officers. 17




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##### 



Summary Compensation Table Long-TermCompensationAwardsAnnual Compensation
    
    SecuritiesUnderOther Annual
    
    Options/SARs
    
    All OtherSalary
    
    Bonus
    
    Compensation
    
    Granted
    
    CompensationName and Principal Position
    
    Year
    
    ($)
    
    ($)
    
    ($)(1)
    
    (#)
    
    ($)(2)Edward Rogers(3)
    
    
    2003
    
    
    
    418,173
    
    
    
    568,080
    
    
    
    
    
    
    
    532,600
    
    
    
    1,701President and
    
    
    2002
    
    
    
    225,000
    
    
    
    174,600
    
    
    
    
    
    
    
    
    
    
    
    765Chief Executive Officer
    
    
    2001
    
    
    
    225,000
    
    
    
    112,500
    
    
    
    
    
    
    
    13,500
    
    
    
    765John H. Tory(4)
    
    
    2003
    
    
    
    572,000
    
    
    
    886,205
    
    
    
    15,447
    
    
    
    
    
    
    
    1,871Former Chairman and
    
    
    2002
    
    
    
    550,000
    
    
    
    566,843
    
    
    
    16,847
    
    
    
    
    
    
    
    1,871Co-Chief Executive Officer
    
    
    2001
    
    
    
    550,000
    
    
    
    454,250
    
    
    
    14,825
    
    
    
    250,000
    
    
    
    1,871Robert Barker
    
    
    2003
    
    
    
    258,000
    
    
    
    244,274
    
    
    
    2,370
    
    
    
    32,900
    
    
    
    878Senior Vice President,
    
    
    2002
    
    
    
    250,000
    
    
    
    115,706
    
    
    
    3,184
    
    
    
    
    
    
    
    851National Cable Operations
    
    
    2001
    
    
    
    249,135
    
    
    
    106,045
    
    
    
    
    
    
    
    
    
    
    
    851Dean MacDonald(5)
    
    
    2003
    
    
    
    387,000
    
    
    
    378,720
    
    
    
    
    
    
    
    400,000
    
    
    
    1,134Executive Vice President and
    
    
    2002
    
    
    
    315,000
    
    
    
    157,500
    
    
    
    
    
    
    
    
    
    
    
    1,072Chief Operating Officer
    
    
    2001
    
    
    
    249,923
    
    
    
    168,875
    
    
    
    
    
    
    
    18,900
    
    
    
    1,072Dermot OCarroll(6)
    
    
    2003
    
    
    
    253,000
    
    
    
    300,500
    
    
    
    1,084
    
    
    
    32,300
    
    
    
    861Senior Vice President,
    
    
    2002
    
    
    
    226,600
    
    
    
    522,821
    
    
    
    1,834
    
    
    
    
    
    
    
    771Engineering & Network Operations
    
    
    2001
    
    
    
    226,092
    
    
    
    115,150
    
    
    
    16,488
    
    
    
    
    
    
    
    771Charles van der Lee(6)
    
    
    2003
    
    
    
    287,000
    
    
    
    380,935
    
    
    
    1,087
    
    
    
    36,500
    
    
    
    976President & Chief Executive
    
    
    2002
    
    
    
    265,000
    
    
    
    347,973
    
    
    
    3,548
    
    
    
    
    
    
    
    902Officer, Rogers Video
    
    
    2001
    
    
    
    264,654
    
    
    
    362,633
    
    
    
    16,543
    
    
    
    
    
    
    
    902
  (1)
    
    The value of perquisites and benefits for each Named Executive Officer does not exceed the lesser of $50,000 and 10% of the total of the annual salary and bonus and is not reported herein. The amounts quoted
in this column represent the taxable benefits on interest free loans.(2)
    
    The amounts quoted in this column represent premiums paid by us for group term life insurance for each officer.(3)
    
    Mr. Rogers was appointed President and Co-Chief Executive Officer in February 2003 and became President and Chief Executive Officer in June 2003.(4)
    
    Mr. Tory resigned as an executive officer effective May 30, 2003 but continued in the employment of our company providing advisory services until December 31, 2003. See Management  Employment Contracts.(5)
    
    Mr. MacDonald left our company at the end of March 2004.(6)
    
    The bonuses paid to Messrs. OCarroll and van der Lee include a special bonus in furtherance of our retention arrangements. 18




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##### 



Stock Options and SAR Grants The following table sets forth individual grants of stock options by us during
the last financial year to the Named Executive Officers. Option/ SAR(1) Grants during the Year Ended December 31, 2003 Market Value% of Total
    
    
    
    
    
    of SecuritiesSecurities
    
    Options/SARs
    
    
    
    
    
    UnderlyingUnder
    
    Granted to
    
    
    
    
    
    Options/SARsOptions/SARs
    
    Employees in
    
    Exercise or
    
    on the DateGranted
    
    Financial
    
    Base Price
    
    of GrantName
    
    (#)(2)
    
    Year
    
    ($/Security)
    
    ($/Security)
    
    Expiration DateEdward Rogers
    
    
    500,000
    
    
    
    11.92
    %
    
    $
    20.88
    
    
    $
    20.88
    
    
    June 19, 201332,600
    
    
    
    0.78
    %
    
    $
    17.37
    
    
    $
    17.37
    
    
    April 22, 2013Robert Barker
    
    
    18,000
    
    
    
    0.43
    %
    
    $
    17.37
    
    
    $
    17.37
    
    
    April 22, 201314,900
    
    
    
    0.36
    %
    
    $
    20.84
    
    
    $
    20.84
    
    
    November 12, 2013Dean MacDonald
    
    
    400,000
    
    
    
    9.54
    %
    
    $
    13.17
    
    
    $
    13.17
    
    
    March 5, 201317,700
    
    
    
    0.42
    %
    
    $
    17.37
    
    
    $
    17.37
    
    
    April 22, 2013Dermot OCarroll
    
    
    14,600
    
    
    
    0.35
    %
    
    $
    20.84
    
    
    $
    20.84
    
    
    November 12, 201320,000
    
    
    
    0.48
    %
    
    $
    17.37
    
    
    $
    17.37
    
    
    April 22, 2013Charles van der Lee
    
    
    16,500
    
    
    
    0.39
    %
    
    $
    20.84
    
    
    $
    20.84
    
    
    November 12, 2013
  (1)
    
    We did not grant any stock appreciation rights (SARs) to the Named Executive Officers during 2003.  (2)
    
    Two stock option grants were issued during 2003. The following table sets forth each exercise of options during the last
financial year by the Named Executive Officers. Aggregate Option/ SAR Exercises during the Year Ended December 31, 2003
and Financial Year-End Option/ SAR Values Value of UnexercisedUnexercised
    
    in-the-MoneyOptions/SARs at
    
    Options/SARs atSecurities
    
    
    
    
    
    December 31, 2003
    
    December 31, 2003(1)Acquired on
    
    Aggregate Value
    
    Exercisable/
    
    Exercisable/Name
    
    Exercise(#)
    
    Realized($)
    
    Unexercisable(#)
    
    Unexercisable($)Edward Rogers
    
    
    
    
    
    
    
    
    
    
    161,250/569,350
    (1)
    
    
    481,186/359,422John H. Tory
    
    
    200,000
    
    
    
    2,982,623
    
    
    
    900,000/150,000
    (1)
    
    
    6,020,000/Robert Barker
    
    
    
    
    
    
    
    
    
    
    160,000/72,900
    (1)
    
    
    /78,910Dean MacDonald
    
    
    
    
    
    
    
    
    
    
    46,950/421,950
    (1)
    
    
    /3,268,000Dermot OCarroll
    
    
    
    
    
    
    
    
    
    
    61,350/41,050
    (1)
    
    
    198,675/77,569Charles van der Lee
    
    
    43,750
    
    
    
    514,667
    
    
    
    91,850/45,250
    (1)
    
    
    641,150/87,650751
    
    
    
    653
    
    
    
    1,253/500
    (2)
    
    
    5,311/2,122
  (1)
    
    These amounts represent options granted between 1994 and 2003 for Class B Non-Voting Shares of RCI at exercise prices ranging from $6.29 to $36.35 per share.(2)
    
    These amounts represent convertible preferred shares of RCI issued in 1994 pursuant to the 1991 Management Convertible Preferred Share Plan in the case of Mr. van der Lee, with
a conversion price of $17.10 per Class B Non-Voting Share of RCI. An amount equal to the purchase price for shares acquired under the 1991 Plan is provided by us (or an
affiliate) to the designated employee by an interest-free loan, repayable in installments over a ten-year period. The shares purchased by the employee are pledged as security
for the loan.  (3)
    
    The closing price of Class B Non-Voting Shares of RCI on the Toronto Stock Exchange on December 31, 2003 was $21.34. 19




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##### 



Pension Plans Our employees participate in the RCI pension plans. We record our participation
in the RCI pension plans as if we had a defined contribution plan. For the year
ended December 31, 2003, we made contributions to the plans of $4.5 million,
resulting in pension expense of the same amount. The RCI pension plans cover
participants across the Rogers group of companies. The value of the accrued
pension benefit obligations and the net assets in the RCI pension plans
available to provide for these benefits for all Rogers group employees, at
market, were $368.2 million and $336.1 million, at the measurement date of
September 30, 2003. The Named Executive Officers are members of the RCI defined benefit plan which
credits annual pension, payable at age 65, of 2% of career average earnings for
each year of credited service, except that earnings for years before 1997 are
replaced by 1997 earnings. The pension benefits for all officers under the RCI
defined benefit plan are limited to maximum amounts of $1,722.22 per year of
service prior to January 1, 2004 and $1,833.33 per year of service after
December 31, 2003, multiplied by years of credited service. Remuneration for
pension purposes is defined as the total of salary and commissions not
including overtime, bonuses or other special payments. The pensions are payable
monthly for the lifetime of the Named Executive Officers and a maximum of 60
monthly payments are guaranteed. The expected years of service at normal
retirement date and the estimated annual pensions (based on current levels of
remuneration), including the benefits under the supplemental retirement plans
described below, are: Projected
    
    EstimatedExecutive Officers
    
    Service
    
    BenefitEdward Rogers(1)
    
    38 years
    
    $
    334,500John H. Tory
    
    
    N/A
    
    
    $
    15,400Robert Barker(2)
    
    13 years
    
    $
    67,000Dean MacDonald(3)
    
    23 years
    
    $
    42,700Dermot OCarroll
    
    19 years
    
    $
    34,200Charles van der Lee
    
    28 years
    
    $
    50,100
  (1)
    
    In conjunction with his pension, Mr. Rogers has a supplemental plan,
which will pay an amount equal to 2% of career average earnings for each
year of credited service. In addition, if Mr. Rogers should die after
attaining the age of 55 and prior to having attained the age of 65, we
will pay a death benefit of $1 million, payable in ten equal annual
installments of $100,000 each.(2)
    
    In conjunction with his pension, Mr. Barker has a supplemental plan
effective the first day of his employment with us. Both plans combined
will pay an amount equal to 2% of the average of the last five years base
salary multiplied by the number of years of service.(3)
    
    Mr. MacDonald left our company at the end of March 2004. Employment Contracts Mr. Tory had an employment contract with us. This contract encompassed the
compensation arrangements noted in this section. Mr. Tory resigned as an
executive officer effective May 30, 2003 but continued in the employment of our
company providing advisory services until December 31, 2003. During the period
ending December 31, 2004, Mr. Tory has agreed that he will not be involved in
the cable television or other programming distribution undertaking business,
internet access business, or any other business which competes with our
business in our licensed territories. Each of Mr. MacDonald and Mr. Barker has a contract that provides that if his
employment is terminated by us, other than for cause, he will receive an amount
equal to 12 months salary, his benefits (except disability benefits) will
continue for a period of 12 months, and stock options granted to him by us will
continue to vest during the 12 month period. Each of Mr. MacDonald and Mr.
Barker is prohibited from competing with us during the 12 month period. Mr.
MacDonald left our company at the end of March 2004. 20




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##### 



Mr. OCarrolls contract provides that if his employment is terminated by us,
other than for cause, he will be entitled to receive payments equal to his
salary for a period of up to 24 months. Mr. van der Lees employment contract provides that if his employment is
terminated by us, other than for cause, he will be entitled to monthly payments
of salary for a period of up to 24 months. Mr. van der Lee will also be
entitled to receive his target bonus for the year and his benefits (except
disability benefits), will continue during the period in which he is receiving
the monthly payments of salary. If there is a change of control of us, Mr. van
der Lee may elect to resign and would be entitled to the same compensation and
benefits as if his employment had been terminated by us. Indebtedness of Directors and Executive Officers All indebtedness described below was incurred prior to July 30, 2002, the date
the United States Sarbanes-Oxley Act of 2002 came into effect. In compliance
with that legislation, no new personal loans to directors or executive officers
were made or arranged, and no existing personal loans were renewed or modified,
after July 30, 2002. As of December 31, 2003 the aggregate indebtedness owed to us or any subsidiary
by our present or former directors, officers and employees or of those of any
subsidiary in connection with the purchase of securities of RCI totalled
$197,647. The following table sets forth the details of loans made by or outstanding to
us during the years ended December 31, 2002 and 2003 to our present or former
directors, executive officers or senior officers and associates of such persons
in connection with the purchase of securities of RCI. Table of Indebtedness of Directors, Executive Officers
and Senior Officers under Securities Purchase Programs Financially AssistedLargest Amount
    
    
    
    
    
    Securities PurchasesInvolvement of
    
    Outstanding During the
    
    Amount Outstanding
    
    During the FinancialCorporation or
    
    Financial Year Ended
    
    as at
    
    Year Ended
    
    Security forName and Principal Position
    
    Subsidiary(1)
    
    December 31, 2003
    
    December 31, 2003
    
    December 31, 2003
    
    IndebtednessLoan from
    
    
    
    
    
    
    
    
    
    
    
    
    
    RCI ConvertibleCharles van der Lee
    
    Corporation
    
    $
    42,818
    
    
    $
    29,976
    
    
    
    
    
    
    Preferred Shares
  (1)
    
    This loan is non-interest bearing and is repayable over ten years with mandatory repayments of 5% on the first to sixth anniversaries of the
loan, 10% on the seventh and eighth anniversaries, 15% on the ninth anniversary and 35% on the tenth anniversary. At any time Mr. van der Lee
may prepay an amount equal to 10% of the principal amount for each complete year the loan has been outstanding less any mandatory repayments. As of December 31, 2003 the aggregate indebtedness to us of all present or
former officers, directors and employees that was not entered into in
connection with the purchase of securities was $1,594,849. Table of Indebtedness of Directors, Executive Officers
and Senior Officers Other Than Under Securities Purchase Programs Largest AmountOutstanding During theInvolvement of Corporation
    
    Financial Year Ended
    
    Amount Outstanding asName and Principal Position
    
    or Subsidiary
    
    December 31, 2003
    
    at December 31, 2003John H. Tory(1)
    
    Loan from Corporation
    
    $
    475,000
    
    
    
    
  (1)
    
    The non-interest bearing loan to Mr. Tory was made to provide assistance in purchasing a residence and was owed to RCI. This loan has been repaid. 21




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##### 



Composition of the Compensation Committee During the year ended December 31, 2003, the Compensation Committee of RCI
carried out the duties of the compensation committee of the Corporation. The
committee consisted of Thomas I. Hull (Chairman), Ronald D. Besse, H. Garfield
Emerson, Q.C., Peter C. Godsoe, O.C., Q.C., Robert W. Korthals, William T.
Schleyer and John A. Tory, Q.C. Mr. Emerson is our Vice-Chairman and Chairman
of RCI. Report on Executive Compensation As a wholly owned subsidiary of RCI, our executive compensation program is
administered by the RCI Compensation Committee, comprised of eight members of
the RCI Board of Directors, none of whom are members of our management. A
majority of the members of the RCI Compensation Committee are directors of
Cable. The Compensation Committee reviews and recommends to the Board for
approval our executive compensation policies. The Compensation Committee also
reviews the design and competitiveness of our compensation and benefit programs
generally. The Compensation Committee met four times in 2003. Compensation Philosophy Our executive compensation program is designed to provide incentives for the
enhancement of shareholder value, the successful implementation of our business
plans, improvement in corporate and personal performance and the retention of
key employees. The program is based on a pay-for-performance philosophy and
consists of several components: base salary, annual incentive (bonus) paid in
cash, equity based long-term incentive and other employee benefits including,
in the past, the provision of loans to employees. Our overall objectives are:  
    
    to attract and retain qualified executives critical to our success,
    
    to provide fair and competitive compensation,
    
    to integrate compensation with our business plans,
    
    to align the interests of management with those of shareholders, and
    
    to reward both business and individual performance. The Compensation Committee annually reviews with the Chief Executive Officer
the compensation packages and the performances of all senior executives of
Cable and its principal business units. The Compensation Committee recommends
to the Board for approval, the salary levels, bonus potential and entitlement
and participation in equity based long-term incentives of all senior
executives. Base Salary An executives base salary is determined by an assessment of his or her
sustained performance and consideration of competitive compensation levels for
the markets in which we operate. Annual Incentives Our executive officers are eligible for annual cash bonuses. Annual bonus
awards are based on attainment of specified performance levels, principally
related to our achievement of targeted operating income levels. This
establishes a direct link between executive compensation and our operating
performance. Specific additional bonus opportunities for exceptional individual
or business unit success are also provided and are set by the Compensation
Committee at the beginning of the fiscal year. Targeted operating income levels
for Cable overall and each operating division for each fiscal year are based on
the budgeted operating income, approved by the Board at the beginning of that
financial year. An individual executives annual incentive opportunity is established at the
beginning of a financial year.
Actual bonuses are determined principally by applying a formula based on Cable
or division performance to 22




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##### 



each individuals bonus opportunity. Applying this formula results in payments at the targeted opportunity level
when budgeted operating income is achieved, payments below the targeted level
when operating income is below budget and payments above the targeted level
when operating income is over budget. Long-Term Incentives Key employees and officers, are able to participate in the RCI stock option
plans. In prior years Cable has provided a management share purchase plan to
permit senior executives to acquire preferred shares convertible into RCI Class
B Non-Voting shares. In addition, Cable has in the past provided loans to key
employees and officers as described elsewhere in this document. An important objective of these plans is to encourage executives to acquire a
meaningful equity ownership interest in Cable over a period of time and, as a
result, focus executives attention on the long-term interests of Cable and its
shareholders. All stock options granted under stock option plans are awarded at exercise
prices equal to the market price of the shares under option at the date the
option was awarded. Chief Executive Officers Compensation The Compensation Committee reviews the Chief Executive Officers performance
each year. Mr. Rogers base salary was established in a manner consistent with
that established for other senior executives. Mr. Rogers, annual incentive was based on Cables attainment of budgeted
operating income level and specific individual and corporate successes
identified at the beginning of the fiscal year. Mr. Rogers participated in the stock option plans on the same basis as other
senior executive officers. Submitted on behalf of the RCI Compensation Committee Employees For the years ended December 31, 2003, 2002 and 2001, we ended the year with
approximately 5,470, 5,300 and 5,300 full-time equivalent employees,
respectively. 23




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##### 



ITEM 7  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS Ownership Structure The following organization chart illustrates, the ownership structure of Cable
and its principal subsidiary and indicates the jurisdiction of incorporation of
each entity shown as at December 31, 2003. As noted, Cable is a wholly-owned
subsidiary of Rogers Communications Inc. (RCI or Rogers). On December 31, 2003, we executed a corporate reorganization that involved the
transfer of substantially all of our assets to a wholly-owned subsidiary,
Rogers Cable Communications Inc. (RCCI). As part of the reorganization, our
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, we, through RCCI, continue to conduct all of our operations and
provide all of our services. RCCI assumed, as co-obligor, our obligations under
its deed of trust and public indentures on a joint and several basis with us. (FLOW CHART) As of December 31, 2003, the only person or company who holds any of our voting
shares is RCI. The following table contains information with respect to the
holdings of our securities by RCI. Number ofName and Jurisdiction
    
    Designation of Class
    
    Securities OwnedRogers Communications Inc.
    
    Class A Common Shares
    
    
    100,000,000(British Columbia)
    
    Class B Common Shares
    
    
    118,166,003Fourth Preferred Shares
    
    
    306,904Seventh Preferred Shares
    
    
    151,800
 To our knowledge, the only person or company beneficially owning, directly
or indirectly, or exercising control or direction over, more than 10% of the
outstanding voting shares of RCI is Edward S. Rogers, O.C., 24




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##### 



the President and Chief Executive Officer and a director of RCI and a director
and the Chairman of Rogers Cable Inc., and certain companies owned or
controlled by him and trusts for the benefit of Mr. Rogers and his family. Related Party Transactions See Item 6  Indebtedness of Directors and Executive Officers This section is incorporated herein by reference to the Intercompany and
Related Party Transactions section contained on pages 35-37 of our
Managements Discussion and Analysis for the year ended December 31, 2003. 
 ITEM 8  FINANCIAL INFORMATION Consolidated Financial Statements Refer to Item 18. Litigation There exist certain claims and potential claims against us, none of which is
expected to have a material adverse effect on our consolidated financial
position. Significant Changes Refer to Item 4  Information on the Company  A History and Development of the
Company  Recent Developments. 
 ITEM 9  LISTING DETAILS Our common shares are wholly-owned by RCI and are not listed on any securities
exchange. In addition, our public debt securities are not listed on any
securities exchange. 
 ITEM 10 ADDITIONAL INFORMATION Memorandum and Articles of Association This section is incorporated by reference to Registration Statement No.
333-113565 filed previously with the SEC. Material Contracts This section is incorporated by reference herein see Commitments and
Contractual Obligations contained on page 38 of our Managements Discussion
and Analysis for the year ended December 31, 2003. Exchange Controls Canada has no system of exchange controls. There are no exchange restrictions
on borrowing from foreign countries nor on the remittance of dividends,
interest, royalties and similar payments, management fees, loan repayments,
settlements of trade debts or the repatriation of capital. The Investment Canada Act, Canadas general foreign investment screening
legislation, imposes notification and review obligations on non-Canadians who
acquire control of an existing Canadian business. Depending on the nature and
size of the intended transaction, a non-Canadian may be required to either
notify the statutory agency established under the Investment Canada Actor
obtain approval from the applicable Minister charged with administering the
legislation. The statutory gross asset thresholds for Ministerial review of
direct and
indirect acquisitions of control of an existing Canadian business are Cdn$5
million and 25




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##### 



Cdn$50 million, depending upon the nature of the transaction. The
gross asset threshold for Ministerial review of direct acquisition of control
of Canadian businesses by a World Trade Organization Investor was
Cdn$223 million for the year 2003. Indirect acquisitions by a World Trade Organization Investor
are generally no longer reviewable. However, the non-review provisions and the
higher threshold for direct acquisitions of a Canadian business by a World
Trade Organization Investor do not apply if the acquired business is involved
in certain specified industries such as uranium production, financial services,
transportation services and cultural businesses (including book, video and film
production and distribution, radio, television and cable television
undertakings, satellite programming and broadcast network services). Moreover,
even if the acquisition falls below the threshold, if it is in respect of a
business activity that is related to Canadas cultural heritage or national
identity, it may be reviewed by the Minister whatever the size of the business.
Cable understands that as a result of current policy of the relevant minister,
the acquisition of control of Cable by a non-Canadian would not be permitted
under the Investment Canada Act. A non-Canadian may be ordered to divest
itself of any investment completed without prior approval if the transaction
implementing the investment was reviewable under the Investment Canada Actand,
on review, the Minister is not satisfied that such investment is likely to be
of net benefit to Canada. Under the Investment Canada Act, factors relevant to
the determination of net benefit to Canada include the effect of the
acquisition on employment, resource processing, sourcing, participation by
Canadians in the business to be acquired, productivity, industrial efficiency,
competition and the compatibility of the acquisition with national industrial
economic policies. For other limitations, refer to the Overview of Government Regulation and
Regulatory Developments  Restrictions on Non-Canadian Ownership and Control
section contained on page 7 of our Managements Discussion and Analysis for the
year ended December 31, 2003. Taxation The following summary describes the material Canadian federal income tax
consequences to a holder of Cables public debt securities (the securities)
who is a non-resident of Canada. The summary is based on the current provisions
of the Income Tax Act (Canada)(the Tax Act) and the regulations thereunder,
all specific proposals to amend the Tax Act and the regulations announced prior
to the date hereof and the companys understanding of the published
administrative practices of Canada Customs and Revenue Agency. This summary
does not take into account or anticipate any other changes in the law, whether
by judicial, governmental or legislative decision or action, nor does it take
into account tax legislation or considerations of any province or territory of
Canada or any jurisdiction other than Canada. This summary is of a general nature only and is not intended to be, and should
not be interpreted as, legal or tax advice to any particular holder of the
securities or any other party. The payment by us of interest, principal or premium on the securities to a
holder who is a non-resident of Canada and with whom we deal at arms length
within the meaning of the Tax Act at the time of making the payment will be
exempt from Canadian withholding tax. For the purposes of the Tax Act, related
persons (as defined therein) are deemed not to deal at arms length and it is a
question of fact whether persons not related to each other deal at arms
length. No other taxes on income (including taxable capital gains) will be payable
under the Tax Act in respect of the holding, redemption or disposition of the
securities or the receipt of interest or premium thereon by holders who are
neither residents nor deemed to be residents of Canada for the purposes of the
Tax Act and who do not use or hold and are not deemed to use or hold the
Securities in carrying on business in Canada for the purposes of the Tax Act,
except that in certain circumstances holders who are non-resident insurers
carrying on an insurance business in Canada and elsewhere may be subject to
such taxes. Documents on Display 26




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##### 



The descriptions of each contract, agreement or other document filed as an
exhibit to this report on Form 20-F are summaries only and do not purport to be
complete. Each such description is qualified in its entirety by reference to
such exhibit for a more complete description of the matter involved. We are subject to the informational requirements of the Securities Exchange Act
and in accordance therewith we file reports and other information with the SEC.
We also filed a registration statement on Form F-4 with the SEC with respect
to the exchange of all of our US$350.0 million 5.500% Senior (Secured) Second
Priority Notes due 2014 on March 11, 2004. Filed as exhibits to the
registration statement or incorporated therein by reference are complete copies
of the material contracts described herein. Such reports, registration
statement and other information can be inspected and copied at the public
reference facilities maintained by the SEC at its principal offices at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such
information may be obtained from the Public Reference Section of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The SEC also
maintains a website at www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the SEC. 
 ITEM 11  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This section is incorporated herein by reference  to the Liquidity and
Capital Resources  Interest Rate and Foreign Exchange Management section on
pages 34-35 of our Managements Discussion and Analysis for the year ended
December 31, 2003. 
 ITEM 12  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES Not applicable. 
 PART II 
 ITEM 13 DEFAULTS, DIVIDENDS ARREARAGES AND DELINQUENCIES None. 
 ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITIES HOLDERS AND USE OF
PROCEEDS Not applicable. 
 ITEM 15  DISCLOSURE CONTROLS AND PROCEDURES As of the end of the period covered by this report (the Evaluation Date),
Rogers Cable 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. 27




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##### 



ITEM 16A  AUDIT COMMITTEE FINANCIAL EXPERT Our Board of Directors has determined that we have at least one audit
committee financial expert, (as defined in the instructions for Item 16A of
Form 20-F), serving on its Audit Committee. The audit committee financial
expert is Colin D. Watson. 
 ITEM 16B  CODE OF ETHICS We
have adopted a code of ethics that applies to all directors and officers and
can be found on the Rogers website
under the Corporate Governance section  Rogers Communications
Inc. at www.rogers.com. A copy of the code
of ethics also will be provided upon request to Investors Relations, 333 Bloor
Street East, 10th Floor, Toronto, Ontario, M4W 1G9. 
 ITEM 16C  PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table presents fees for professional services rendered by KPMG
LLP to us for the audit of our annual financial statements for 2003 and 2002,
and fees billed for other services rendered by KPMG LLP. 2003
    
    2002($)
    
    ($)Audit fees
    
    
    733,750
    
    
    
    920,299Audit related fees (1)
    
    
    104,350
    
    
    
    285,000Tax fees (2)
    
    
    27,040
    
    
    
    161,919All other fees (3)
    
    
    10,646
    
    
    
    63,988Total
    
    
    875,786
    
    
    
    1,431,206
  (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. Pre-Approval Policies and Procedures: Our 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.  1.
    
    Annually we will provide the Audit Committee with a list of the
audit-related and non-audit services that may be provided
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 for
engagements if the fees do not exceed (i) $100,000 per engagement or
(ii) $200,000 per quarter.3.
    
    The Audit Committee delegates authority to the Chairman of the Audit
Committee to approve requests for services not included in the
pre-approved list of services or for services not previously
pre-approved by the Audit Committee. Any services approved by the
Chairman will be reported to the full Audit Committee at the next
meeting.4.
    
    A review of all audit and non-audit services and fees rendered to the
Company and its subsidiaries by KPMG LLP will be reviewed each quarter
by the Audit Committee. 
 PART III 28




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##### 



ITEM 17 - FINANCIAL STATEMENTS Not applicable. 
 ITEM 18 - FINANCIAL STATEMENTS This section is incorporated herein by reference to the Consolidated Financial
Statements filed with the SEC under cover of a Form 6-K dated March 4, 2004. 29




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##### 



ITEM 19  EXHIBITS 
 EXHIBIT INDEX ExhibitNumber
    
    
    
    Description1.1
    

    
    
    Certificate and Articles of Amalgamation of Rogers Cable Inc. and
Certificates and Articles of Amendment thereof1.2
    

    
    
    By-laws of Rogers Cable Inc.2.1
    

    
    
    Rogers Cable Inc. agrees to furnish to the Commission on request a
copy of any instrument defining the rights of holders of long-term
debt of Rogers Cable Inc. and of any subsidiary for which consolidated
or unconsolidated financial statements are required to be filed****4.1
    

    
    
    Amended and Restated Management Agreement dated as of January 1, 1988,
between Rogers Canada Inc. (formerly Canadian Cablesystems Limited)
and Rogers Communications Inc., Assignment thereof by Rogers Canada
Inc. to Rogers Cablesystems Limited (now Rogers Cable Inc.), dated as
of April 30, 1990, and Memorandum of Agreement dated as of July 16,
1991 between Rogers Cablesystems Limited (now Rogers Cable Inc.) and
Rogers Communications Inc.4.2
    

    
    
    Indenture dated as of March 11, 2004, between Rogers Cable Inc., as
Issuer, Rogers Cable Communications Inc. and JPMorgan Chase Bank, as
Trustee, relating to the 5.500% Senior (Secured) Second Priority Notes
due 20144.3
    

    
    
    Indenture dated as of June 19, 2003, between Rogers Cable Inc., as
Issuer, and JPMorgan Chase Bank, as Trustee, relating to the 6.25%
Senior (Secured) Second Priority Notes due 20134.4
    

    
    
    First Supplemental Indenture dated December 31, 2003, among Rogers
Cable Inc., Rogers Cable Communications Inc. and JPMorgan Chase Bank,
with respect to the 6.25% Senior (Secured) Second Priority Notes due
2013**4.5
    

    
    
    Indenture, dated as of March 20, 1995, among Rogers Cablesystems
Limited (now Rogers Cable Inc.), as Issuer, Rogers Cablesystems
Ontario Limited, Rogers Ottawa Limited/ Limitée, Rogers Cablesystems
Georgian Bay Limited, Rogers Cablesystems North Bay Limited, Rogers
Cablesystems Huntsville Limited and Rogers Canguard Inc., as
Guarantors, and Chemical Bank, as Trustee, relating to the issuance of
Rogers Cable Inc.s 10% Senior Secured Second Priority Notes due 20054.6
    

    
    
    Second Supplemental Indenture to the Indenture dated December 31,
2003, among Rogers Cable Inc., Rogers Cable Communications Inc. and
JPMorgan Chase Bank, with respect to the 10% Senior Secured Second
Priority Notes due 2005***4.7
    

    
    
    Indenture, dated as of November 30, 1995, among Rogers Cablesystems
Limited (now Rogers Cable Inc.), as Issuer, Rogers Cablesystems
Ontario Limited, Rogers Ottawa Limited/ Limitée, Rogers Cablesystems
Georgian Bay Limited, Rogers Cablesystems North Bay Limited, Rogers
Cablesystems Huntsville Limited and Rogers Canguard Inc., as
Guarantors, and Chemical Bank, as Trustee, relating to the issuance of
Rogers Cable Inc.s 11% Senior Subordinated Guaranteed Debentures due
20154.8
    

    
    
    First Supplemental Indenture dated December 31, 2003, among Rogers
Cable Inc., Rogers Cable Communications Inc. and JPMorgan Chase Bank,
with respect to the 11% Senior Subordinated Guaranteed Debentures due
2015*4.9
    

    
    
    Indenture, dated as of February 5, 2002 between Rogers Cable Inc., as
Issuer, and CIBC Mellon Trust Company, as Trustee, relating to the
issuance of Rogers Cable Inc.s 7.60% Senior (Secured) Second Priority
Notes due 2007
 30




---



##### 



ExhibitNumber
    
    
    
    Description4.10
    

    
    
    First Supplemental Indenture dated December 31, 2003, among Rogers
Cable Inc., Rogers Cable Communications Inc. and CIBC Mellon Trust
Company, with respect to the 7.60% Senior (Secured) Second Priority
Notes due 2007*4.11
    

    
    
    Indenture dated as of April 30, 2002, between Rogers Cable Inc., as
Issuer, and JPMorgan Chase Bank, as Trustee, relating to the 7.875%
Senior (Secured) Second Priority Notes due 20124.12
    

    
    
    First Supplemental Indenture dated December 31, 2003, among Rogers
Cable Inc., Rogers Cable Communications Inc. and JPMorgan Chase Bank,
with respect to the 7.875% Senior (Secured) Second Priority Notes due
2012*4.13
    

    
    
    Indenture dated as of April 30, 2002, between Rogers Cable Inc., as
Issuer, and JPMorgan Chase Bank, as Trustee, relating to the 8.750%
Senior (Secured) Second Priority Debentures due 20324.14
    

    
    
    First Supplemental Indenture dated December 31, 2003, among Rogers
Cable Inc., Rogers Cable Communications Inc. and JPMorgan Chase Bank,
with respect to the 8.750% Senior (Secured) Second Priority Debentures
due 2032*4.15
    

    
    
    Second Amended and Restated Loan Agreement, dated as of January 31,
2002, among Rogers Cable Inc., as Borrower, The Toronto-Dominion Bank,
as Administration Agent, and the lenders named therein8.1
    

    
    
    Subsidiaries of Rogers Cable Inc.12.1
    

    
    
    Certification of Chief Executive Officer pursuant to section 302 of
the Sarbanes-Oxley Act of 200212.2
    

    
    
    Certification of Chief Financial Officer pursuant to section 302 of
the Sarbanes-Oxley Act of 200212.3
    

    
    
    Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002
   
    
    Filed as an exhibit to Registration Statement No. 333-113565 and incorporated herein by reference thereto
    
    Filed as an exhibit to Registration Statement No. 333-106348 and incorporated herein by reference thereto*
    
    Filed as an exhibit to Registration Statement No. 333-87972 and incorporated herein by reference thereto**
    
    Filed as an exhibit to Registration Statement No. 33-90714 and incorporated herein by reference thereto***
    
    Filed as an exhibit to Registration Statement No. 33-98044 and incorporated herein by reference thereto****
    
    Filed as an exhibit to Registration Statement No. 33-48588 and incorporated herein by reference thereto 31




---



##### 



SIGNATURES The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf. ROGERS CABLE INC.
(Registrant)May
18, 2004
    
    /s/ M. Lorraine Daly(Date)
    
    M. Lorraine DalyVice President, TreasurerMay
18, 2004
    
    /s/ Donald W. Huff(Date)
    
    Donald W. HuffSenior Vice President, Finance
 32




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##### 



EXHIBIT INDEX ExhibitNumber
    
    
    
    Description1.1
    

    
    
    Certificate and Articles of Amalgamation of Rogers Cable Inc. and
Certificates and Articles of Amendment thereof1.2
    

    
    
    By-laws of Rogers Cable Inc.2.1
    

    
    
    Rogers Cable Inc. agrees to furnish to the Commission on request a
copy of any instrument defining the rights of holders of long-term
debt of Rogers Cable Inc. and of any subsidiary for which consolidated
or unconsolidated financial statements are required to be filed****4.1
    

    
    
    Amended and Restated Management Agreement dated as of January 1, 1988,
between Rogers Canada Inc. (formerly Canadian Cablesystems Limited)
and Rogers Communications Inc., Assignment thereof by Rogers Canada
Inc. to Rogers Cablesystems Limited (now Rogers Cable Inc.), dated as
of April 30, 1990, and Memorandum of Agreement dated as of July 16,
1991 between Rogers Cablesystems Limited (now Rogers Cable Inc.) and
Rogers Communications Inc.4.2
    

    
    
    Indenture dated as of March 11, 2004, between Rogers Cable Inc., as
Issuer, Rogers Cable Communications Inc. and JPMorgan Chase Bank, as
Trustee, relating to the 5.500% Senior (Secured) Second Priority Notes
due 20144.3
    

    
    
    Indenture dated as of June 19, 2003, between Rogers Cable Inc., as
Issuer, and JPMorgan Chase Bank, as Trustee, relating to the 6.25%
Senior (Secured) Second Priority Notes due 20134.4
    

    
    
    First Supplemental Indenture dated December 31, 2003, among Rogers
Cable Inc., Rogers Cable Communications Inc. and JPMorgan Chase Bank,
with respect to the 6.25% Senior (Secured) Second Priority Notes due
2013**4.5
    

    
    
    Indenture, dated as of March 20, 1995, among Rogers Cablesystems
Limited (now Rogers Cable Inc.), as Issuer, Rogers Cablesystems
Ontario Limited, Rogers Ottawa Limited/ Limitée, Rogers Cablesystems
Georgian Bay Limited, Rogers Cablesystems North Bay Limited, Rogers
Cablesystems Huntsville Limited and Rogers Canguard Inc., as
Guarantors, and Chemical Bank, as Trustee, relating to the issuance of
Rogers Cable Inc.s 10% Senior Secured Second Priority Notes due 20054.6
    

    
    
    Second Supplemental Indenture to the Indenture dated December 31,
2003, among Rogers Cable Inc., Rogers Cable Communications Inc. and
JPMorgan Chase Bank, with respect to the 10% Senior Secured Second
Priority Notes due 2005***4.7
    

    
    
    Indenture, dated as of November 30, 1995, among Rogers Cablesystems
Limited (now Rogers Cable Inc.), as Issuer, Rogers Cablesystems
Ontario Limited, Rogers Ottawa Limited/ Limitée, Rogers Cablesystems
Georgian Bay Limited, Rogers Cablesystems North Bay Limited, Rogers
Cablesystems Huntsville Limited and Rogers Canguard Inc., as
Guarantors, and Chemical Bank, as Trustee, relating to the issuance of
Rogers Cable Inc.s 11% Senior Subordinated Guaranteed Debentures due
20154.8
    

    
    
    First Supplemental Indenture dated December 31, 2003, among Rogers
Cable Inc., Rogers Cable Communications Inc. and JPMorgan Chase Bank,
with respect to the 11% Senior Subordinated Guaranteed Debentures due
2015*4.9
    

    
    
    Indenture, dated as of February 5, 2002 between Rogers Cable Inc., as
Issuer, and CIBC Mellon Trust Company, as Trustee, relating to the
issuance of Rogers Cable Inc.s 7.60% Senior (Secured) Second Priority
Notes due 20074.10
    

    
    
    First Supplemental Indenture dated December 31, 2003, among Rogers
Cable Inc., Rogers Cable Communications Inc. and CIBC Mellon Trust
Company, with respect to the 7.60% Senior (Secured) Second Priority
Notes due 2007
 33




---



##### 



ExhibitNumber
    
    
    
    Description*4.11
    

    
    
    Indenture dated as of April 30, 2002, between Rogers Cable Inc., as
Issuer, and JPMorgan Chase Bank, as Trustee, relating to the 7.875%
Senior (Secured) Second Priority Notes due 20124.12
    

    
    
    First Supplemental Indenture dated December 31, 2003, among Rogers
Cable Inc., Rogers Cable Communications Inc. and JPMorgan Chase Bank,
with respect to the 7.875% Senior (Secured) Second Priority Notes due
2012*4.13
    

    
    
    Indenture dated as of April 30, 2002, between Rogers Cable Inc., as
Issuer, and JPMorgan Chase Bank, as Trustee, relating to the 8.750%
Senior (Secured) Second Priority Debentures due 20324.14
    

    
    
    First Supplemental Indenture dated December 31, 2003, among Rogers
Cable Inc., Rogers Cable Communications Inc. and JPMorgan Chase Bank,
with respect to the 8.750% Senior (Secured) Second Priority Debentures
due 2032*4.15
    

    
    
    Second Amended and Restated Loan Agreement, dated as of January 31,
2002, among Rogers Cable Inc., as Borrower, The Toronto-Dominion Bank,
as Administration Agent, and the lenders named therein8.1
    

    
    
    Subsidiaries of Rogers Cable Inc.12.1
    

    
    
    Certification of Chief Executive Officer pursuant to section 302 of
the Sarbanes-Oxley Act of 200212.2
    

    
    
    Certification of Chief Financial Officer pursuant to section 302 of
the Sarbanes-Oxley Act of 200212.3
    

    
    
    Certification pursuant to section 906 of the Sarbanes-Oxley Act of 200212.4
    

    
    
    Schedule of Valuation and
Qualifying Accounts
   
    
    Filed as an exhibit to Registration Statement No. 333-113565 and incorporated herein by reference thereto
    
    Filed as an exhibit to Registration Statement No. 333-106348 and incorporated herein by reference thereto*
    
    Filed as an exhibit to Registration Statement No. 333-87972 and incorporated herein by reference thereto**
    
    Filed as an exhibit to Registration Statement No. 33-90714 and incorporated herein by reference thereto***
    
    Filed as an exhibit to Registration Statement No. 33-98044 and incorporated herein by reference thereto****
    
    Filed as an exhibit to Registration Statement No. 33-48588 and incorporated herein by reference thereto 34