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SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549


FORM 20-F

|           |  |                                                                                                |  |                   |  |    |  |   | 
|---------- |  | ---------------------------------------------------------------------------------------------- |  | ----------------- |  | -- |  | - | 
|(Mark One) |  |                                                                                                |  |                   |  |    | 
|           |  |                                                                                                |  |                   |  |    |  |   | 
|o          |  | 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 1934        | 
|           |  | For the fiscal year ended                                                                      |  | December 31, 2002 |  |    |  |   | 
|           |  |                                                                                                |  |                   |  |    |  |   | 
|           |  |                                                                                                |  |                   |  |    |  |   | 
|           |  | OR                                                                                             | 
|           |  |                                                                                                |  |                   |  |    |  |   | 
|           |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934       | 
|           |  | For the transition period from                                                                 |  |                   |  | to |  | . | 
|           |  |                                                                                                |  |                   |  |    |  |   | 
|           |  |                                                                                                |  |                   |  |    |  |   | 
|           |  | Commission file number                                                                         |  | 333-87972         |  |    |  |   | 
|           |  |                                                                                                |  |                   |  |    |  |   | 

ROGERS CABLE INC.

(Exact Name of Registrant as specified in its charter)


Not Applicable

(Translation of Registrants name Into English)


Canada

(Jurisdiction of incorporation or organization)


333 Bloor Street East, 7th Floor
Toronto, Ontario, Canada M4W 1G9
Tel. 416-935-6666

(Address of principal executive offices)


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

|                                  |  |                                                        
|--------------------------------- |  | -------------------------------------------------------
|Title of each classNot applicable |  | Name of each exchange on which registeredNot applicable

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

Not applicable

(Title of Class)


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

10% Senior Secured Second Priority Notes due 2005
10% Senior Secured Second Priority Debentures due 2007
7.875% Senior (Secured) Second Priority Notes due 2012
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

(Title of Class)






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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 shares
118,166,003 Class B common shares
100,000 first preferred shares
306,904 fourth preferred shares
151,800 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 o No

Indicate by check mark which financial statement item the registrant has elected to follow.

xItem 17 o Item 18

Unless otherwise noted, all references to dollar amounts in this Form 20-F are
stated in Canadian dollars. On December 31, 2002, 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$0.6329.

For the purposes of this Form 20-F, references to Cable are to Rogers Cable
Inc. and its subsidiaries and 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 in this Form 20-F from Cables Managements Discussion and
Analysis for the year ended December 31, 2002, which was filed with the
Securities and Exchange Commission (SEC) under cover of a Form 6-K dated
February 21, 2003. Certain additional business and financial information
relating to Cable is incorporated by reference in this Form 20-F from Cables
Registration Statement on Form F-4, as amended, which was filed with the SEC on
May 20, 2002 (the Form F-4).

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. Cable is under no
obligation to update or alter its forward-looking statements whether as a
result of new information, future events or otherwise.

2



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|                                      |                                                                                          |  |  |  |  |  |  | 
|------------------------------------- | ---------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                               
|                                      | ITEM 1  IDENTITY OF DIRECTORS, SENIOR MANAGERS AND ADVISORS                            
|                                      | ITEM 2  OFFER STATISTICS AND EXPECTED TIMETABLE                                        
|                                      | ITEM 3  KEY INFORMATION                                                                
|                                      | ITEM 4  INFORMATION ON THE COMPANY                                                     
|                                      | ITEM 5  OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                   
|                                      | ITEM 6  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                     
|                                      | ITEM 7  CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS                           
|                                      | ITEM 8  FINANCIAL STATEMENTS AND OTHER INFORMATION                                     
|                                      | ITEM 9  LISTING DETAILS                                                                
|                                      | ITEM 10 ADDITIONAL INFORMATION                                                         
|                                      | ITEM 11  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                    
|                                      | ITEM 12  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                        
|PART II                              
|                                      | ITEM 13 DEFAULTS, DIVIDENDS ARREARAGES AND DELINQUENCIES                               
|                                      | ITEM 14  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITIES HOLDERS AND USE OF PROCEEDS
|                                      | ITEM 15  CONTROLS AND PROCEDURES                                                       
|                                      | ITEM 16  RESERVED                                                                      
|PART III                             
|                                      | ITEM 17  FINANCIAL STATEMENTS                                                          
|                                      | ITEM 18  FINANCIAL STATEMENTS                                                          
|                                      | Item 19  EXHIBITS                                                                      
|SIGNATURES                           
|EXHIBIT INDEX                        
|EX-11.1: SECTION 302 CERTIFICATION   
|EX-99.11.2: SECTION 906 CERTIFICATION



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PART I




ITEM 1  IDENTITY OF DIRECTORS, SENIOR MANAGERS AND ADVISORS

Not applicable.




ITEM 2  OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.




ITEM 3  KEY INFORMATION

Selected Consolidated Financial Data

The following data should be read in conjunction with Cables audited
consolidated financial statements, the notes related to those financial
statements and the section entitled Item 5  Operating and Financial Review
and Prospects, all of which are included in this Form 20-F. The selected data
for and as of each of the five years ended December 31, 2002 is derived from
Cables 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.

Cables 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 22 to
Cables audited consolidated financial statements.

|                                                                                                           |                            |                                                      |         |                         |           |      |         |         |           |      |         |         |           |  |         |           |           |  |         |           |           | 
|---------------------------------------------------------------------------------------------------------- | -------------------------- | ---------------------------------------------------- | ------- | ----------------------- | --------- | ---- | ------- | ------- | --------- | ---- | ------- | ------- | --------- |  | ------- | --------- | --------- |  | ------- | --------- | --------- | 
|                                                                                                           |                            |                                                      |         | Year Ended December 31,
|                                                                                                           |                            |                                                      |         |                        
|                                                                                                           |                            |                                                      |         | 1998                    |           | 1999 |         | 2000    |           | 2001 |         | 2002   
|                                                                                                           |                            |                                                      |         |                         |           |      |         |         |           |      |         |        
|Amounts Under Canadian GAAP (1)                                                                            |                            | (in thousands of dollars)                           
|Statement of Income Data                                                                                   |                            |                                                      |         |                         |           |      |         |         |           |      |         |         |           |  |         |           |           |  |         |          
|Revenue (2)                                                                                                |                            |                                                      |         |                         |           |      |         |         |           |      |         |         |           |  |         |           |           |  |         |          
|                                                                                                           | Core cable service         |                                                      | $       | 874,575                 |           |      | $       | 924,571 |           |      | $       | 980,346 |           |  | $       | 1,043,069 |           |  | $       | 1,095,736 |          
|                                                                                                           | Internet services          |                                                      |         |                        |           |      |         | 46,175  |           |      |         | 111,476 |           |  |         | 166,528   |           |  |         | 242,635   |          
|                                                                                                           | Video store operations     |                                                      |         | 152,462                 |           |      |         | 177,783 |           |      |         | 199,339 |           |  |         | 223,432   |           |  |         | 258,030   |          
|                                                                                                           |                            |                                                      |         |                         |           |      |         |         |           |      |         |         |           |  |         |           |           |  |         |          
|                                                                                                           |                            | Total operating revenue                              |         |                         | 1,027,037 |      |         |         | 1,148,519 |      |         |         | 1,291,161 |  |         |           | 1,433,029 |  |         |           | 1,596,401 | 
|Cost of sales and services (2)                                                                             |                            |                                                      |         |                         |           |      |         |         |           |      |         |         |           |  |         |           |           |  |         |          
|                                                                                                           | Core cable service         |                                                      |         | 238,882                 |           |      |         | 280,372 |           |      |         | 303,277 |           |  |         | 324,389   |           |  |         | 350,143   |          
|                                                                                                           | Internet services          |                                                      |         |                        |           |      |         | 9,660   |           |      |         | 23,500  |           |  |         | 29,700    |           |  |         | 22,773    |          
|                                                                                                           | Video store operations     |                                                      |         | 62,881                  |           |      |         | 81,766  |           |      |         | 92,781  |           |  |         | 99,962    |           |  |         | 121,335   |          
|                                                                                                           |                            |                                                      |         |                         |           |      |         |         |           |      |         |         |           |  |         |           |           |  |         |          
|                                                                                                           |                            | Total cost of sales and services                     |         |                         | 301,763   |      |         |         | 371,798   |      |         |         | 419,558   |  |         |           | 454,051   |  |         |           | 494,251   | 
|Operating, general and administrative
expenses (excluding management fees) (2)                             |                            |                                                      |         |                         |           |      |         |         |           |      |         |         |           |  |         |           |           |  |         |          
|                                                                                                           | Core cable service         |                                                      |         | 253,044                 |           |      |         | 239,657 |           |      |         | 269,304 |           |  |         | 278,832   |           |  |         | 303,981   |          
|                                                                                                           | Internet services          |                                                      |         |                        |           |      |         | 42,363  |           |      |         | 52,455  |           |  |         | 78,409    |           |  |         | 119,527   |          
|                                                                                                           | Video store operations (3) |                                                      |         | 73,543                  |           |      |         | 83,496  |           |      |         | 92,062  |           |  |         | 104,932   |           |  |         | 115,162   |          
|                                                                                                           |                            |                                                      |         |                         |           |      |         |         |           |      |         |         |           |  |         |           |           |  |         |          
|                                                                                                           |                            | Total operating, general and
administrative expenses |         |                         | 326,587   |      |         |         | 365,516   |      |         |         | 413,821   |  |         |           | 462,173   |  |         |           | 538,670   | 
|Operating income before interest, income
taxes, depreciation, amortization, and
non-recurring items (2)(4) |                            |                                                      |         |                         |           |      |         |         |           |      |         |         |           |  |         |           |           |  |         |          
|                                                                                                           | Cable services             |                                                      |         | 382,649                 |           |      |         | 404,542 |           |      |         | 407,765 |           |  |         | 439,848   |           |  |         | 441,612   |          
|                                                                                                           | Internet services          |                                                      |         |                        |           |      |         | (5,858  | )         |      |         | 35,521  |           |  |         | 58,419    |           |  |         | 100,335   |          
|                                                                                                           | Video store operations (3) |                                                      |         | 16,038                  |           |      |         | 12,521  |           |      |         | 14,496  |           |  |         | 18,538    |           |  |         | 21,533    |          
|                                                                                                           | Management fees            |                                                      |         | (20,725                 | )         |      |         | (23,156 | )         |      |         | (25,949 | )         |  |         | (28,781   | )         |  |         | (31,745   | )        
|                                                                                                           |                            |                                                      |         |                         |           |      |         |         |           |      |         |         |           |  |         |           |           |  |         |          
|Operating income before interest, income
taxes, depreciation, amortization, and
non-recurring items (4)    |                            |                                                      | 377,962 |                         |           |      | 388,049 |         |           |      | 431,833 |         |           |  | 488,024 |           |           |  | 531,735 |          

3



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|                                                                                                                         |  |                           |           |      |  |      |           |      |  |      |           |   |  |   |           |   |  |   |           |  
|------------------------------------------------------------------------------------------------------------------------ |  | ------------------------- | --------- | ---- |  | ---- | --------- | ---- |  | ---- | --------- | - |  | - | --------- | - |  | - | --------- | -
|                                                                                                                         |  | Year Ended December 31,  
|                                                                                                                         |  |                          
|                                                                                                                         |  | 1998                      |           | 1999 |  | 2000 |           | 2001 |  | 2002
|                                                                                                                         |  |                           |           |      |  |      |           |      |  |     
|Amounts Under Canadian GAAP (1)                                                                                          |  | (in thousands of dollars)
|Operating income before interest, income
taxes, depreciation, amortization, and
non-recurring items, brought forward (4) |  |                           | 377,962   |      |  |      | 388,049   |      |  |      | 431,833   |   |  |   | 488,024   |   |  |   | 531,735   |  
|Cable system integration and At Home
termination costs (5)                                                               |  |                           |          |      |  |      |          |      |  |      | 10,612    |   |  |   | 60,436    |   |  |   |          |  
|Workforce reduction costs (5)                                                                                            |  |                           |          |      |  |      |          |      |  |      |          |   |  |   |          |   |  |   | 5,850     |  
|                                                                                                                         |  |                           |           |      |  |      |           |      |  |      |           |   |  |   |           |   |  |   |           |  
|Operating income before depreciation and
amortization                                                                    |  |                           | 377,962   |      |  |      | 388,049   |      |  |      | 421,221   |   |  |   | 427,588   |   |  |   | 525,885   |  
|Depreciation and amortization (6)(12)                                                                                    |  |                           | 242,516   |      |  |      | 273,721   |      |  |      | 343,082   |   |  |   | 433,829   |   |  |   | 484,224   |  
|                                                                                                                         |  |                           |           |      |  |      |           |      |  |      |           |   |  |   |           |   |  |   |           |  
|Operating income (loss)                                                                                                  |  |                           | 135,446   |      |  |      | 114,328   |      |  |      | 78,139    |   |  |   | (6,241    | ) |  |   | 41,661    |  
|Interest expense (7)                                                                                                     |  |                           | 300,547   |      |  |      | 292,993   |      |  |      | 192,025   |   |  |   | 174,626   |   |  |   | 213,332   |  
|Balance Sheet Data (at year end)                                                                                         |  |                           |           |      |  |      |           |      |  |      |           |   |  |   |           |   |  |   |           |  
|Dividend income from affiliated company (8)                                                                              |  |                           | (68,612   | )    |  |      | (35,543   | )    |  |      | (39,380   | ) |  |   | (32,228   | ) |  |   | (5,447    | )
|Foreign exchange loss (gain)                                                                                             |  |                           | 62,637    |      |  |      | (25,284   | )    |  |      | 3,460     |   |  |   | 1,452     |   |  |   | 3,090     |  
|Other expense (income), net                                                                                              |  |                           | (131,645  | )    |  |      | (37,327   | )    |  |      | (30,099   | ) |  |   | (8,700    | ) |  |   | 35,903    |  
|                                                                                                                         |  |                           |           |      |  |      |           |      |  |      |           |   |  |   |           |   |  |   |           |  
|Loss before income taxes                                                                                                 |  |                           | (27,481   | )    |  |      | (80,511   | )    |  |      | (47,867   | ) |  |   | (141,391  | ) |  |   | (205,217  | )
|Income tax expense (reduction)                                                                                           |  |                           | (40,234   | )    |  |      | (74,081   | )    |  |      | (32,497   | ) |  |   | 5,314     |   |  |   | (146,387  | )
|                                                                                                                         |  |                           |           |      |  |      |           |      |  |      |           |   |  |   |           |   |  |   |           |  
|Net income (loss) for the year (6)                                                                                       |  | $                         | 12,753    |      |  | $    | (6,430    | )    |  | $    | (15,370   | ) |  | $ | (146,705  | ) |  | $ | (58,830   | )
|                                                                                                                         |  |                           |           |      |  |      |           |      |  |      |           |   |  |   |           |   |  |   |           |  
|Fixed assets, net                                                                                                        |  | $                         | 1,526,433 |      |  | $    | 1,685,090 |      |  | $    | 1,978,223 |   |  | $ | 2,373,625 |   |  | $ | 2,556,847 |  
|Goodwill and other intangible assets (12)                                                                                |  |                           | 776,946   |      |  |      | 756,163   |      |  |      | 741,857   |   |  |   | 928,005   |   |  |   | 927,485   |  
|Total assets (6)                                                                                                         |  |                           | 2,962,948 |      |  |      | 3,127,765 |      |  |      | 3,557,044 |   |  |   | 3,661,722 |   |  |   | 3,806,778 |  
|Senior debt (9)                                                                                                          |  |                           | 1,757,432 |      |  |      | 1,156,518 |      |  |      | 1,455,446 |   |  |   | 1,452,175 |   |  |   | 2,181,649 |  
|Inter-company subordinated debt (10)                                                                                     |  |                           | 363,000   |      |  |      | 550,000   |      |  |      |          |   |  |   | 485,600   |   |  |   | 204,500   |  
|Subordinated debt                                                                                                        |  |                           | 191,313   |      |  |      | 168,831   |      |  |      | 164,264   |   |  |   | 164,968   |   |  |   | 171,406   |  
|                                                                                                                         |  |                           |           |      |  |      |           |      |  |      |           |   |  |   |           |   |  |   |           |  
|Total debt (excluding inter-company deeply
subordinated debt) (9)                                                        |  |                           | 2,311,745 |      |  |      | 1,870,349 |      |  |      | 1,619,710 |   |  |   | 2,102,743 |   |  |   | 2,557,555 |  
|Inter-company deeply subordinated
debt (11)                                                                              |  |                           | 609,703   |      |  |      |          |      |  |      |          |   |  |   |          |   |  |   |          |  
|Shareholders equity (deficiency) (6)                                                                                    |  |                           | (344,117  | )    |  |      | 902,259   |      |  |      | 1,470,206 |   |  |   | 1,090,916 |   |  |   | 902,041   |  
|Other Data:                                                                                                              |  |                           |           |      |  |      |           |      |  |      |           |   |  |   |           |   |  |   |           |  
|Capital expenditures (excluding
videocassette purchases)                                                                 |  | $                         | 310,278   |      |  | $    | 412,606   |      |  | $    | 650,349   |   |  | $ | 749,747   |   |  | $ | 650,871   |  
|Amounts Under U.S. GAAP (1)                                                                                              |  |                           |           |      |  |      |           |      |  |      |           |   |  |   |           |   |  |   |           |  
|Statement of Income Data                                                                                                 |  |                           |           |      |  |      |           |      |  |      |           |   |  |   |           |   |  |   |           |  
|Revenue                                                                                                                  |  | $                         | 1,027,037 |      |  | $    | 1,148,519 |      |  | $    | 1,291,161 |   |  | $ | 1,433,029 |   |  | $ | 1,596,401 |  
|                                                                                                                         |  |                           |           |      |  |      |           |      |  |      |           |   |  |   |           |   |  |   |           |  
|Operating income (loss)                                                                                                  |  | $                         | 120,889   |      |  | $    | 87,525    |      |  | $    | 76,655    |   |  | $ | (11,485   | ) |  | $ | 48,958    |  
|Interest expense                                                                                                         |  |                           | 300,547   |      |  |      | 292,993   |      |  |      | 188,201   |   |  |   | 172,297   |   |  |   | 208,065   |  
|Other expense (income), net                                                                                              |  |                           | (137,620  | )    |  |      | (98,154   | )    |  |      | (106,293  | ) |  |   | (77,646   | ) |  |   | (8,108    | )
|                                                                                                                         |  |                           |           |      |  |      |           |      |  |      |           |   |  |   |           |   |  |   |           |  
|Income (loss) before income taxes and
cumulative changes in accounting
principles                                        |  |                           | (42,038   | )    |  |      | (107,314  | )    |  |      | (5,253    | ) |  |   | (106,136  | ) |  |   | (150,999  | )
|Income taxes                                                                                                             |  |                           | (33,908   | )    |  |      | (63,130   | )    |  |      | (22,411   | ) |  |   | (34,901   | ) |  |   | (146,387  | )
|                                                                                                                         |  |                           |           |      |  |      |           |      |  |      |           |   |  |   |           |   |  |   |           |  
|Income (loss) before cumulative changes in
accounting principles                                                         |  |                           | (8,130    | )    |  |      | (44,184   | )    |  |      | 17,158    |   |  |   | (71,235   | ) |  |   | (4,612    | )
|Cumulative effect of change in accounting
principles for derivative financial
instruments                                |  |                           |          |      |  |      |          |      |  |      |          |   |  |   | (34,551   | ) |  |   |          |  
|                                                                                                                         |  |                           |           |      |  |      |           |      |  |      |           |   |  |   |           |   |  |   |           |  
|Net income (loss) for the year                                                                                           |  | $                         | (8,130    | )    |  | $    | (44,184   | )    |  | $    | 17,158    |   |  | $ | (105,786  | ) |  | $ | (4,612    | )
|                                                                                                                         |  |                           |           |      |  |      |           |      |  |      |           |   |  |   |           |   |  |   |           |  

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|                                                                                                        |  |                           |           |      |  |      |           |      |  |      |           |  |  |   |           |  |  |   |           | 
|------------------------------------------------------------------------------------------------------- |  | ------------------------- | --------- | ---- |  | ---- | --------- | ---- |  | ---- | --------- |  |  | - | --------- |  |  | - | --------- | 
|                                                                                                        |  | Year Ended December 31,  
|                                                                                                        |  |                          
|                                                                                                        |  | 1998                      |           | 1999 |  | 2000 |           | 2001 |  | 2002
|                                                                                                        |  |                           |           |      |  |      |           |      |  |     
|Amounts Under U.S. GAAP (1)                                                                             |  | (in thousands of dollars)
|Other Data                                                                                              |  |                           |           |      |  |      |           |      |  |      |           |  |  |   |           |  |  |   |           | 
|Operating income before interest, income
taxes, depreciation, amortization, and
non-recurring items (4) |  | $                         | 365,958   |      |  | $    | 363,927   |      |  | $    | 425,949   |  |  | $ | 481,480   |  |  | $ | 529,749   | 
|Balance Sheet Data (at year end)                                                                        |  |                           |           |      |  |      |           |      |  |      |           |  |  |   |           |  |  |   |           | 
|Fixed assets, net                                                                                       |  | $                         | 1,519,784 |      |  | $    | 1,676,813 |      |  | $    | 1,976,721 |  |  | $ | 2,376,847 |  |  | $ | 2,567,262 | 
|Goodwill and other intangible assets (12)                                                               |  |                           | 885,999   |      |  |      | 860,093   |      |  |      | 882,483   |  |  |   | 1,059,452 |  |  |   | 1,058,932 | 
|Total assets                                                                                            |  |                           | 3,060,283 |      |  |      | 3,198,297 |      |  |      | 3,676,516 |  |  |   | 3,812,712 |  |  |   | 4,012,171 | 
|Senior debt (9)                                                                                         |  |                           | 1,757,432 |      |  |      | 1,156,518 |      |  |      | 1,455,446 |  |  |   | 1,452,175 |  |  |   | 2,181,649 | 
|Inter-company subordinated debt (10)                                                                    |  |                           | 363,000   |      |  |      | 550,000   |      |  |      |          |  |  |   | 485,600   |  |  |   | 204,500   | 
|Subordinated debt                                                                                       |  |                           | 191,313   |      |  |      | 163,831   |      |  |      | 164,264   |  |  |   | 164,968   |  |  |   | 171,406   | 
|Total debt (excluding inter-company
deeply subordinated debt) (9)                                       |  |                           | 2,311,745 |      |  |      | 1,870,349 |      |  |      | 1,619,710 |  |  |   | 2,102,743 |  |  |   | 2,557,555 | 
|Inter-company deeply subordinated
debt (11)                                                             |  |                           | 609,703   |      |  |      |          |      |  |      |          |  |  |   |          |  |  |   |          | 
|Shareholders equity (deficiency) (6)                                                                   |  |                           | (265,960  | )    |  |      | 942,662   |      |  |      | 1,549,463 |  |  |   | 1,241,906 |  |  |   | 1,107,434 | 



---

|(1) |  | During 2000, Rogers entered into an agreement with Shaw Communications
Inc. (Shaw) to exchange certain cable television and Internet assets
effective November 1, 2000. Cable exchanged its cable television and
Internet assets in British Columbia, with approximately 623,000 basic
cable subscribers, for Shaws cable television and Internet assets in
southern Ontario and New Brunswick, with approximately 601,000 basic cable
subscribers. In February 2001, Cable acquired Cable Atlantic Inc., which
has since been renamed Rogers Cable Atlantic Inc., which has cable
television systems serving approximately 75,000 basic cable subscribers in
Newfoundland. In November 2001, Cable sold its U.S. cable systems
comprising Rogers American Cablesystems, Inc. and its operating subsidiary
Rogers Cablesystems of Alaska, Inc., which had approximately 7,400 basic
cable subscribers.                        
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Core cable service includes analog and digital cable services. Analog
cable service consists of basic cable service plus extended basic (or
tier) service, installation fees and access fees for use of channel
capacity by third and related parties. Digital cable service consists of
digital channel service, including premium and specialty service,
pay-per-view and video-on-demand service, interactive television service
and set-top terminal rental. Internet service includes residential and
commercial Internet access service and modem rental plus installation
fees. Video stores includes the sale and rental of videocassettes, DVDs,
video games and confectionery. In addition, video stores earns
commissions acting as an agent to sell other Rogers services such as
Internet, digital cable and wireless.                                                                                             
|   
|(3) |  | Cost of sales and services for video stores includes depreciation related
to videocassettes acquired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(4) |  | We believe that operating income before interest, income taxes,
depreciation, amortization and non-recurring items (workforce reduction
costs in 2002 and cable system integration and At Home termination costs
in 2001) and other non-operating and non-recurring items, which we refer
to as operating profit, are standard measures that are commonly reported
and widely used by analysts, investors and other interested parties in the
cable industry. Accordingly, this information has been disclosed herein
to permit a more complete comparative analysis of our operating
performance relative to other companies in our industry. These indicators
may not be similar to other measures utilized by other companies and
should not be considered as a substitute or alternative for net income or
cash flow in accordance with Canadian or U.S. GAAP or other measures of
performance under Canadian or U.S. GAAP.

5



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##### Table of Contents



|(5) |  | During the years ended December 31, 2000 and 2001, Cable recorded 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, Cable
incurred incremental operating expenses of $43,974,000 pertaining to the
termination of its relationship with At Home and the transition of Cables
high-speed Internet subscribers to its own regional network. During the year
ended December 31, 2002, Cable reduced its workforce by 187 employees
primarily in the technical service, network operations and engineering
departments of the cable service segment, incurring $5,850,000 in costs
primarily related to severance and other employee termination benefits. For
additional details, see Notes 13 and 14 of Cables audited consolidated
financial statements.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(6) |  | 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, net income for the
year ended December 31, 1998 was decreased by $50,565,000 and 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(7) |  | Consolidated interest expense for each of the five years ended December
31, 2002 is comprised as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

|                                                           |                        |   |                           |         |      |   |         |         |      |   |         |         |  |   |         |         |  |   |         |         | 
|---------------------------------------------------------- | ---------------------- | - | ------------------------- | ------- | ---- | - | ------- | ------- | ---- | - | ------- | ------- |  | - | ------- | ------- |  | - | ------- | ------- | 
|                                                           |                        |   | December 31,             
|                                                           |                        |   |                          
|                                                           |                        |   | 1998                      |         | 1999 |   | 2000    |         | 2001 |   | 2002   
|                                                           |                        |   |                           |         |      |   |         |         |      |   |        
|                                                           |                        |   | (in thousands of dollars)
|Interest expense on
inter-company deeply
subordinated debt |                        | $ | 62,326                    |         |      | $ | 53,558  |         |      | $ |        |         |  | $ |        |         |  | $ |        |        
|Interest expense on
inter-company subordinated
debt        |                        |   | 17,589                    |         |      |   | 55,895  |         |      |   | 33,901  |         |  |   | 12,036  |         |  |   | 4,687   |        
|Third party interest expense                               |                        |   | 220,632                   |         |      |   | 183,540 |         |      |   | 158,124 |         |  |   | 162,590 |         |  |   | 208,645 |        
|                                                           |                        |   |                           |         |      |   |         |         |      |   |         |         |  |   |         |         |  |   |         |        
|                                                           | Total interest expense |   | $                         | 300,547 |      |   | $       | 292,993 |      |   | $       | 192,025 |  |   | $       | 174,626 |  |   | $       | 213,332 | 
|                                                           |                        |   |                           |         |      |   |         |         |      |   |         |         |  |   |         |         |  |   |         |        

|(8)  |  | 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 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 subsidiaries of Cable. For more information, see Note 6 to
Cables audited consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(9)  |  | 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 is owed to RCI) has been excluded from total debt because,
under the terms of Cables various credit facilities, all payments on such
debt are restricted payments treated in the same manner as dividends on
Cables common shares. For more information, see Note 11 to Cables audited
consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|(10) |  | In 1999, Cable 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. Cable then converted $603,358,000 of
outstanding inter-company subordinated debt owing to RCI into Class B
common shares which were issued by Cable 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, Cable
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 Cable
to RCI. During 2001, Cable issued net $485,600,000 of additional
inter-company subordinated debt owing to RCI, all of which was repaid in
2002 and Cable subsequently issued net $204,500,000 of additional
inter-company subordinated debt owing to RCI in 2002.
|    
|(11) |  | In 1998 Cable issued an additional $62,348,000 of intercompany deeply
subordinated debt to RCI in consideration for the payment of accrued
interest owing on account of intercompany deeply subordinated debt. In
1999, Cable amended $100,000,000 of intercompany subordinated debt owing
to RCI into $100,000,000 of intercompany deeply subordinated debt owing to
RCI. Also, during 1999, Cable issued an additional $23,558,000 of
intercompany deeply
subordinated debt owing to RCI in                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

6



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##### Table of Contents



|     |  | consideration for the payment of accrued
interest owing on account of intercompany deeply subordinated debt. Finally,
during 1999, the aggregate outstanding $733,261,000 of intercompany deeply
subordinated debt owing to RCI was converted into Class B shares which Cable
issued to RCI.                                                                                                                 
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(12) |  | Effective January 1, 2002, Cable adopted the new accounting standards
under Canadian and U.S. GAAP relating to goodwill and intangible assets
with indefinite useful lives which are no longer amortized. For a more
complete discussion, see Note 2(d) Significant accounting policies 
Business combinations, goodwill and other intangible assets to Cables
audited consolidated financial statements.

Dividends

During each of the years ended December 31, 2002 and 2001, Cable declared
and paid cash dividends of $5.4 million and $32.2 million, respectively, on its
First Preferred shares and dividends on Cables Class A Common shares of $57.6
million and nil, respectively. These dividends were paid to RCI and to a
wholly-owned subsidiary of RCI. Cables First Preferred shares incur dividends
at the rate of prime plus 1.25%, cumulative, which historically have been
declared and paid on a quarterly basis. Any future determination as to the
payment of dividends will be at the discretion of Cables Board of Directors
and will depend on Cables operating results, financial condition and capital
requirements, general business conditions and such other factors as the Board
of Directors of Cable deems relevant. Cable is party to various credit
agreements that restrict Cables ability to declare dividends.

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, 2003, the inverse of the noon buying rate
was Cdn$1.00 equals US$0.6975.

|                  |  |             |        |      |  |     |        |            |  |  |        |  |  |  |        | 
|----------------- |  | ----------- | ------ | ---- |  | --- | ------ | ---------- |  |  | ------ |  |  |  | ------ | 
|Year ended        |  | Average (1) |        | High |  | Low |        | Period End
|                  |  |             |        |      |  |     |        |           
|December 31, 2002 |  |             | 0.6368 |      |  |     | 0.6619 |            |  |  | 0.6217 |  |  |  | 0.6329 | 
|December 31, 2001 |  |             | 0.6446 |      |  |     | 0.6697 |            |  |  | 0.6241 |  |  |  | 0.6279 | 
|December 31, 2000 |  |             | 0.6727 |      |  |     | 0.6969 |            |  |  | 0.6410 |  |  |  | 0.6669 | 
|December 31, 1999 |  |             | 0.6746 |      |  |     | 0.6925 |            |  |  | 0.6535 |  |  |  | 0.6925 | 
|December 31, 1998 |  |             | 0.6722 |      |  |     | 0.7105 |            |  |  | 0.6341 |  |  |  | 0.6504 | 

|                  |  |             |        |      |  |     |        |            |  |  |        |  |  |  |        | 
|----------------- |  | ----------- | ------ | ---- |  | --- | ------ | ---------- |  |  | ------ |  |  |  | ------ | 
|Month Ended       |  | Average (2) |        | High |  | Low |        | Period End
|                  |  |             |        |      |  |     |        |           
|April 30, 2003    |  |             | 0.6858 |      |  |     | 0.6975 |            |  |  | 0.6737 |  |  |  | 0.6975 | 
|March 31, 2003    |  |             | 0.6775 |      |  |     | 0.6822 |            |  |  | 0.6709 |  |  |  | 0.6805 | 
|February 28, 2003 |  |             | 0.6613 |      |  |     | 0.6720 |            |  |  | 0.6530 |  |  |  | 0.6720 | 
|January 31, 2003  |  |             | 0.6487 |      |  |     | 0.6570 |            |  |  | 0.6349 |  |  |  | 0.6542 | 
|December 31, 2002 |  |             | 0.6413 |      |  |     | 0.6461 |            |  |  | 0.6329 |  |  |  | 0.6329 | 
|November 30, 2002 |  |             | 0.6364 |      |  |     | 0.6440 |            |  |  | 0.6288 |  |  |  | 0.6387 | 



---

|(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

This section is incorporated herein by reference to the Cable Risks and
Uncertainties section contained on pages 16-17 of Cables Managements
Discussion and Analysis for the year ended December 31, 2002.

7



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##### Table of Contents






ITEM 4  INFORMATION ON THE COMPANY

Name and IncorporationRogers Cable Inc. is wholly owned by RCI and is
incorporated under the Ontario Business Corporations Act.

Cables executive offices are located at 333 Bloor Street East, 7th Floor,
Toronto, Ontario, Canada M4W 1G9. Cables telephone number is 416-935-6666.
Cables agent for service in the United States is 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.

Three Year History

2002 Highlights



| |  |  | Applied for and received basic rate deregulation in all systems
that were formerly basic cable rate regulated, leaving no systems
basic rate regulated;                                                                                                                                                                                                                                                                                                                                                                                                                               
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Commercially launched video-on-demand (VOD) service covering an
area of 530,000 homes passed in central Toronto, complete with a
library of over 400 titles;                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  |  | Successfully completed a $450 million debt offering in Canada
and two U.S. debt offerings totalling US$550 million (approximately
Cdn$860 million), as well as the establishment of an amended and
restated $1,075 million bank credit facility providing additional
liquidity. Proceeds of these financings, together with $141.4
million proceeds from swap terminations, were used to repurchase
US$280.2 million principal amount of U.S. dollar-denominated debt,
prepay Cables $300 million Floating Rate Note, repay outstanding
bank debt and for general corporate purposes.

2001 Highlights



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

8



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##### Table of Contents



2000 Highlights



| |  |  | During 2000, Cable entered into an agreement with Shaw
Communications Inc. to exchange certain cable television and Internet
assets effective November 1, 2000. Cable exchanged its cable
television and Internet assets in Vancouver and the surrounding
region of British Columbia, with approximately 623,000 basic cable
subscribers, for Shaws cable television and Internet assets in
southern Ontario and New Brunswick, with approximately 601,000 basic
cable subscribers. This exchange of cable systems was recorded at
book value, with Shaw paying approximately $3,300 per incremental
basic cable subscriber gained by Shaw in the exchange, subject to
certain adjustments. Cash proceeds received from Shaw totalled
$75.99 million, which included amounts for the incremental basic
cable subscribers transferred by Cable in the exchange, interest, net
working capital exchanged and sales taxes.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Organizational Structure

Refer to Item 7.

Business Overview

This section is incorporated herein by reference to the Company Overview,
Recent Industry Trends, Business Strategy Overview, Networks, Overview
of Government Regulation, Regulatory Developments, Competition and
Intercompany and Related Party Transactions sections contained on pages 2,3
and 5-9 of Cables Managements Discussion and Analysis for the year ended
December 31, 2002.

Seasonality

Cables operating results are not generally subject to material seasonal
fluctuations.

Properties, Trademarks and Other Matters

In most instances, Cable owns the assets essential to its operations. The
major fixed assets are coaxial and fibre optic cables, set-top terminals and
cable modems, electronic transmission, receiving, processing, igitizing 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 Cable or are used under license.

Cable leases various distribution facilities from third parties, including
space on utility poles and underground ducts for the placement of some of the
cable system, roof rights and land leases for the placement of some of the hub
sites and headends and space for other portions of the distribution system.

Cable owns or has licensed various brands and trademarks used in its
businesses. In January 2000, Rogers launched a new logo and brand identity for
the Rogers group of companies and, as a result, Rogers Wireless, Cable and
Rogers Media share a common brand identity to reflect the Rogers group of
companies ability to offer a variety of communications, information and
entertainment services. In addition, Cable maintains customer lists for its
businesses. Various of Cables trade names and properties are protected by
trademark and/or copyright. Cables intellectual property, including its trade
names, brands, properties and customer lists, is important to its operations.

Environmental protection requirements applicable to Cables operations are
not expected to have a significant effect on its capital expenditures, earnings
or competitive position in the current or future fiscal years.

9



---



##### Table of Contents






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 Cables audited consolidated
financial statements and the notes related to those financial statements, which
are included in this Form 20-F. This section incorporates herein by reference
the Critical Accounting Policies and Estimates, Recent Accounting
Developments and Cautionary Statement Regarding Forward-Looking Information
sections contained on pages 3-5 of Cables Managements Discussion and Analysis
for the year ended December 31, 2002.

Operating Results

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 10-17 of Cables Managements
Discussion and Analysis for the year ended December 31, 2002.

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

This section is incorporated herein by reference to the Year Ended December
31, 2001 Compared to Year Ended December 31, 2000 and the Capital
Expenditures sections contained on pages 42-44 and 46-47, respectively, of the
Form F-4.

Financial Position   Liquidity and Capital Resources

This section is incorporated herein by reference to the Liquidity and Capital
Resources, Financing and Interest Rate and Foreign Exchange Management
sections contained on pages 17-20 of Cables Managements Discussion and
Analysis for the year ended December 31, 2002.

Contractual Obligations and Commitments

Contractual Obligations

Cables material obligations under firm contractual arrangements, including
commitments for future payments under long-term debt arrangements, capital
lease obligations and operating lease arrangements are summarized below as at
December 31, 2002 and are discussed in Notes 10 and 19 of Cables audited
consolidated financial statements.

|                                   |  |                           |           |      |  |             |        |       |  |       |         |         |  |   |         |  |  |   |           | 
|---------------------------------- |  | ------------------------- | --------- | ---- |  | ----------- | ------ | ----- |  | ----- | ------- | ------- |  | - | ------- |  |  | - | --------- | 
|                                   |  | Payments Due by Period   
|                                   |  |                          
|                                   |  |                           |           |      |  | Less than 1 |        | 1 - 3 |  | 4-5   |         | After 5
|                                   |  | Total                     |           | Year |  | Years       |        | Years |  | Years
|                                   |  |                           |           |      |  |             |        |       |  |      
|                                   |  | (in thousands of dollars)
|Long-term debt                     |  | $                         | 2,349,492 |      |  | $           |       |       |  | $     | 412,789 |         |  | $ | 568,167 |  |  | $ | 1,368,536 | 
|Capital lease obligations          |  |                           | 3,563     |      |  |             | 2,854  |       |  |       | 52      |         |  |   | 657     |  |  |   |          | 
|Operating leases                   |  |                           | 343,608   |      |  |             | 70,822 |       |  |       | 182,379 |         |  |   | 89,482  |  |  |   | 925       | 
|                                   |  |                           |           |      |  |             |        |       |  |       |         |         |  |   |         |  |  |   |           | 
|Total contractual cash obligations |  | $                         | 2,696,663 |      |  | $           | 73,676 |       |  | $     | 595,220 |         |  | $ | 658,306 |  |  | $ | 1,369,461 | 
|                                   |  |                           |           |      |  |             |        |       |  |       |         |         |  |   |         |  |  |   |           | 

10



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##### Table of Contents



Other Commercial Commitments

Cables most significant purchasing commitment is the total annual cost of
acquiring programming. The cost of programming includes the monthly contracted
payment for the licensing of programming paid directly to the programming
suppliers as well as to the copyright collectives and the Canadian programming
production funds. Canadian broadcasting distribution regulations govern the
types of services Cable offers and, in some cases, the rates which Cable is
required to pay programming suppliers and, correspondingly, the fees Cable may
charge its customers. Payments to programming service providers are generally
calculated on a per subscriber basis and are payable pursuant to negotiated
contracts which may range in length from three to eight years. Based on
Cables approximately 2.3 million basic cable subscribers as of December 31,
2002, Cable estimates that its total payment obligation to programming
suppliers in 2003 will be approximately $372 million, including amounts payable
to the copyright collectives and the Canadian programming production funds.

The most significant purchasing commitment relating to Rogers Video is for the
acquisition of videocassettes, DVDs and video games. Cable estimates that
Rogers Video will spend approximately $60 million in 2003 on the acquisition of
videocassettes, DVDs and video games (as well as non-rental merchandise) for
rental and/or sale in Rogers Video stores. In addition, Cable expects Rogers
Video will pay a further amount of $30 million in 2003 to movie studios as part
of its revenue-sharing arrangements with those studios.

Pursuant to Canadian Radio-Television and Telecommunications Commission
(CRTC) regulation, Cable is required to make contributions to the Canadian
Television Fund (CTF), which is a cable industry fund designed to foster the
production of Canadian television programming. Contributions to the CTF are
based on a formula, including gross broadcast revenues and the number of
subscribers. Cable may elect to contribute a portion to another CRTC-approved
independent production fund. Cable estimates that its total contribution for
2003 will amount to approximately $32 million.

Canadian and United States Accounting Policy Differences

This section is incorporated herein by reference to Note 22  Canadian and
United States accounting policy differences contained on pages F-54 to F-62 of
the notes to Cables audited consolidated financial statements.




ITEM 6  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Following is a list of directors and officers of Cable prepared as of
December 31, 2002, indicating their municipality of residence and their
principal occupation within the five preceding years. Each director is elected
by RCI, as Cables 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 and Municipality |  | Office Held / Principal Occupation                                                                                     |  | Director |  | Officer
|of Residence          |  | Within Five Preceding Years                                                                                            |  | Since    |  | Since  
|                      |  |                                                                                                                        |  |          |  |        
|Mark T. Allen         |  | Vice President, Human Resources                                                                                        |  |         |  |         | 1999 | 
|Toronto, Ontario      |  | From 1989 to 1999, Vice President, Human Resources
of Pillsbury Canada Ltd. (manufacturer of consumer
foods).          |  |          |  |         |      | 
|                      |  |                                                                                                                        |  |          |  |         |      | 
|Robert J. Barker      |  | Senior Vice President, National Cable Operations                                                                       |  |         |  |         | 1999 | 
|Toronto, Ontario      |  | From 1988 to 1999, Vice President and General
Manager, English Canada of Cogeco Cable Inc.
(cable television company). |  |          |  |         |      | 
|                      |  |                                                                                                                        |  |          |  |         |      | 
|M. Lorraine Daly      |  | Vice President, Treasurer                                                                                              |  |         |  |         | 1987 | 
|Toronto, Ontario      |  | Also Vice President, Treasurer of RCI                                                                                  |  |          |  |         |      | 

11



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|                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                      |  |          |  |         |      | 
|--------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- |  | ------- | ---- | 
|Name and Municipality |  | Office Held / Principal Occupation                                                                                                                                                                                                                                                                                                                                                                                   |  | Director |  | Officer
|of Residence          |  | Within Five Preceding Years                                                                                                                                                                                                                                                                                                                                                                                          |  | Since    |  | Since  
|                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                      |  |          |  |        
|Pamela J. Dinsmore    |  | Vice President, Regulatory                                                                                                                                                                                                                                                                                                                                                                                           |  |         |  |         | 1997 | 
|Toronto, Ontario      |  | Ms. Dinsmore has been associated with Cable
since 1995                                                                                                                                                                                                                                                                                                                                                               |  |          |  |         |      | 
|                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                      |  |          |  |         |      | 
|H. Garfield Emerson,  |  | Director and Vice Chairman                                                                                                                                                                                                                                                                                                                                                                                           |  | 2000     |  |         | 2001 | 
|Q.C. (1)(2)(3)        |  | Also Chairman and Director of RCI                                                                                                                                                                                                                                                                                                                                                                                    |  |          |  |         |      | 
|Toronto, Ontario      |  | Since 2001, National Chairman and a Senior Partner
of Fasken Martineau DuMoulin (law firm); from
1990 to 2001, President and Chief Executive
Officer of N M Rothschild & Sons Canada Limited
(investment banking)                                                                                                                                                                                                    |  |          |  |         |      | 
|                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                      |  |          |  |         |      | 
|Kenneth G. Engelhart  |  | Vice President, Regulatory Law                                                                                                                                                                                                                                                                                                                                                                                       |  |         |  |         | 1998 | 
|Toronto, Ontario      |  | Also Vice President, Regulatory of RCI since 1992
and associated with RCI since 1990                                                                                                                                                                                                                                                                                                                                 |  |          |  |         |      | 
|                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                      |  |          |  |         |      | 
|Daphne Evans          |  | Assistant Secretary                                                                                                                                                                                                                                                                                                                                                                                                  |  |         |  |         | 1979 | 
|Toronto, Ontario      |  | Also Assistant Secretary of RCI                                                                                                                                                                                                                                                                                                                                                                                      |  |          |  |         |      | 
|                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                      |  |          |  |         |      | 
|Albert Gnat, Q.C.     |  | Director                                                                                                                                                                                                                                                                                                                                                                                                             |  | 2000     |  |         |     | 
|Caledon East, Ontario |  | Also a Director of RCI since 1986
Senior Partner of Lang Michener (law firm)                                                                                                                                                                                                                                                                                                                                         |  |          |  |         |      | 
|                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                      |  |          |  |         |      | 
|Alan D. Horn          |  | Vice President                                                                                                                                                                                                                                                                                                                                                                                                       |  |         |  |         | 1996 | 
|Toronto, Ontario      |  | Also Vice President, Finance and Chief Financial
Officer of RCI                                                                                                                                                                                                                                                                                                                                                      |  |          |  |         |      | 
|                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                      |  |          |  |         |      | 
|Donald W. Huff        |  | Senior Vice President, Finance                                                                                                                                                                                                                                                                                                                                                                                       |  |         |  |         | 2000 | 
|Pickering, Ontario    |  | From 2000 to 2002, Vice President, Controller;
Mr. Huff has been associated with Cable since 1990                                                                                                                                                                                                                                                                                                                    |  |          |  |         |      | 
|                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                      |  |          |  |         |      | 
|Alek Krstajic (6)     |  | Senior Vice President, Interactive Services, Sales and                                                                                                                                                                                                                                                                                                                                                               |  |         |  |         | 1994 | 
|Toronto, Ontario      |  | Product Development from 1999 to January 2003                                                                                                                                                                                                                                                                                                                                                                        |  |          |  |         |      | 
|                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                      |  |          |  |         |      | 
|Robert W. Korthals    |  | Director                                                                                                                                                                                                                                                                                                                                                                                                             |  | 2000     |  |         |     | 
|Toronto, Ontario      |  | Company Director. Also a Director of RCI since 1995
and served as a Director of Cable from 1995 to 1998                                                                                                                                                                                                                                                                                                              |  |          |  |         |      | 
|                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                      |  |          |  |         |      | 
|Philip B. Lind        |  | Vice President                                                                                                                                                                                                                                                                                                                                                                                                       |  |         |  |         | 1997 | 
|Toronto, Ontario      |  | Also Director of RCI since 1979 and Vice Chairman of
RCI since 1991. Mr. Lind has been associated with RCI
since 1969                                                                                                                                                                                                                                                                                                |  |          |  |         |      | 
|                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                      |  |          |  |         |      | 
|John A. MacDonald (1) |  | Director                                                                                                                                                                                                                                                                                                                                                                                                             |  | 2000     |  |         |     | 
|Toronto, Ontario      |  | President and Chief Operating Officer of AT&T Canada
Inc. (broadband communications provider) since November
2002. From 1999 to 2001, President and Chief Executive
Officer of Leitch Technology Corporation (video and audio
signal equipment provider); from 1994 to 1999,
Mr. MacDonald served as an executive officer of Bell
Canada (telephone utility), most recently as President and
Chief Operating Officer |  |          |  |         |      | 

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|                           |  |                                                                                                                                                                                                                                                                    |  |          |  |         |      | 
|-------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------- |  | ------- | ---- | 
|Name and Municipality      |  | Office Held / Principal Occupation                                                                                                                                                                                                                                 |  | Director |  | Officer
|of Residence               |  | Within Five Preceding Years                                                                                                                                                                                                                                        |  | Since    |  | Since  
|                           |  |                                                                                                                                                                                                                                                                    |  |          |  |        
|Stephen D. McDonald (1)    |  | Director                                                                                                                                                                                                                                                           |  | 2000     |  |         |     | 
|New York City, NY and      |  | Company Director                                                                                                                                                                                                                                                   |  |          |  |         |      | 
|Dublin, Ireland            |  | From 1999 to 2002, Chief Executive Officer of
TD Waterhouse Group, Inc. (securities brokerage firm)
and associated with The Toronto-Dominion Bank
(Canadian chartered bank) from 1983 to 2002.                                                                     |  |          |  |         |      | 
|                           |  |                                                                                                                                                                                                                                                                    |  |          |  |         |      | 
|David P. Miller            |  | Vice President, General Counsel and Secretary                                                                                                                                                                                                                      |  |         |  |         | 1988 | 
|Toronto, Ontario           |  | Also Vice President, General Counsel and Secretary of RCI                                                                                                                                                                                                          |  |          |  |         |      | 
|                           |  |                                                                                                                                                                                                                                                                    |  |          |  |         |      | 
|Dermot J.A. OCarroll      |  | Senior Vice President, Engineering & Network                                                                                                                                                                                                                       |  |         |  |         | 1995 | 
|Toronto, Ontario           |  | Operations since 1999                                                                                                                                                                                                                                              |  |          |  |         |      | 
|                           |  |                                                                                                                                                                                                                                                                    |  |          |  |         |      | 
|Heather M. Reisman         |  | Director                                                                                                                                                                                                                                                           |  | 2000     |  |         |     | 
|Toronto, Ontario           |  | Chair and Chief Executive Officer of Indigo
Books & Music, Inc.                                                                                                                                                                                                    |  |          |  |         |      | 
|                           |  |                                                                                                                                                                                                                                                                    |  |          |  |         |      | 
|Edward S. Rogers, O.C      |  | Director and Chairman                                                                                                                                                                                                                                              |  | 1981     |  |         | 1981 | 
|Toronto, Ontario
(2)(3)(4) |  | Also Director and President and Chief Executive
Officer of RCI                                                                                                                                                                                                     |  |          |  |         |      | 
|                           |  |                                                                                                                                                                                                                                                                    |  |          |  |         |      | 
|Melinda M. Rogers (4)      |  | Director                                                                                                                                                                                                                                                           |  | 2000     |  |         |     | 
|Toronto, Ontario           |  | Also Director and Vice President, Venture Investments
of RCI since 2000; from 1997 to 1999, Product
Manager with At Home Corporation                                                                                                                               |  |          |  |         |      | 
|                           |  |                                                                                                                                                                                                                                                                    |  |          |  |         |      | 
|William T. Schleyer        |  | Director                                                                                                                                                                                                                                                           |  | 2000     |  |         |     | 
|Rye Beach, New Hampshire   |  | Also Director of RCI since 1998.
Chairman and Chief Executive Officer of Adelphia
Communications Inc. (cable tv and Internet access)
since January 2003. President and Chief Executive
Officer of AT&T Broadband (broadband
telecommunications) from 2001 to 2003. |  |          |  |         |      | 
|                           |  |                                                                                                                                                                                                                                                                    |  |          |  |         |      | 
|John H. Tory, Q.C. (2)(5)  |  | Director and President and Chief Executive Officer                                                                                                                                                                                                                 |  | 1999     |  |         | 1999 | 
|Toronto, Ontario           |  | Also Senior Vice President, Cable Communications of
RCI; from 1995 to 1999, Senior Vice President, Media and
Director and President and Chief Executive Officer
of Rogers Media Inc.                                                                               |  |          |  |         |      | 
|                           |  |                                                                                                                                                                                                                                                                    |  |          |  |         |      | 
|Charles W. van der Lee     |  | President and Chief Executive Officer, Rogers Video                                                                                                                                                                                                                |  |         |  |         | 1992 | 
|Surrey, British Columbia   |  | From 1992 to 1998, President and Chief Operating Officer,
Rogers Video                                                                                                                                                                                             |  |          |  |         |      | 
|                           |  |                                                                                                                                                                                                                                                                    |  |          |  |         |      | 
|Thomas M. Vari             |  | Vice President, IT and Chief Information Officer                                                                                                                                                                                                                   |  |         |  |         | 1998 | 
|Toronto, Ontario           |  | From 1995 to 1998 Director IT, Digital project                                                                                                                                                                                                                     |  |          |  |         |      | 

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|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                     |  |          |  |         |      | 
|------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- |  | ------- | ---- | 
|Name and Municipality    |  | Office Held / Principal Occupation                                                                                                                                                                                                                                                                                                                                                                  |  | Director |  | Officer
|of Residence             |  | Within Five Preceding Years                                                                                                                                                                                                                                                                                                                                                                         |  | Since    |  | Since  
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                     |  |          |  |        
|J. Christopher C.        |  | Director                                                                                                                                                                                                                                                                                                                                                                                            |  | 2002     |  |         |     | 
|Wansbrough (1)(3)        |  | Also Director of RCI since 1982                                                                                                                                                                                                                                                                                                                                                                     |  |          |  |         |      | 
|Toronto, Ontario         |  | Chairman of Rogers Telecommunications Limited
(private holding company) since 1998; from 1997
to 1998, Vice Chairman, National Trustco Inc.
(trust company); prior to 1997, Chairman, OMERS
Realty Corporation (real estate management company)                                                                                                                                                     |  |          |  |         |      | 
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                     |  |          |  |         |      | 
|E. Jennifer Warren       |  | Vice President, Assistant General Counsel                                                                                                                                                                                                                                                                                                                                                           |  |         |  |         | 2001 | 
|Toronto, Ontario         |  | Also Vice President and Assistant General Counsel of
RCI since 2000; from 1996 to 2000, Legal Counsel of RCI                                                                                                                                                                                                                                                                                        |  |          |  |         |      | 
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                     |  |          |  |         |      | 
|Colette Watson           |  | Vice President, External Relations                                                                                                                                                                                                                                                                                                                                                                  |  |         |  |         | 2001 | 
|Ottawa, Ontario          |  | Ms. Watson has been associated with Cable since 1990.
Since March 2001, Ms. Watson has been on secondment
to Cable Public Affairs Channel (CPAC, a national public
affairs channel).                                                                                                                                                                                                                |  |          |  |         |      | 
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                     |  |          |  |         |      | 
|Colin D. Watson (1)      |  | Director                                                                                                                                                                                                                                                                                                                                                                                            |  | 2000     |  |         |     | 
|Toronto, Ontario         |  | Company Director. From January 2000 to January 2002,
Vice Chairman of Spar Aerospace Limited (aviation
services); from 1996 to 1999, President and Chief
Executive Officer of Spar Aerospace Limited. Prior to
1996, President and Chief Executive Officer of Cable.                                                                                                                                |  |          |  |         |      | 
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                     |  |          |  |         |      | 
|Daniel E. Williams, Q.C. |  | Director                                                                                                                                                                                                                                                                                                                                                                                            |  | 2001     |  |         |     | 
|St. Johns, Newfoundland |  | Member of the Newfoundland House of Assembly and
Leader of the Opposition and Leader of the Progressive
Conservative Party of Newfoundland.
Senior Partner of Williams, Roebothan, McKay & Marshall
(law firm) since 1972. Associated with Cable Atlantic Inc.
(now Rogers Cable Atlantic Inc.) since 1975. From 1985 to
February 2001, Chairman and Chief Executive Officer of
Cable Atlantic Inc. |  |          |  |         |      | 



---

|(1) |  | Denotes member of Audit Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Denotes member of Executive Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(3) |  | Denotes member of the Finance Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|(4) |  | Melinda Rogers is the daughter of Edward S. Rogers, O.C. Effective April
11, 2003 Melinda Rogers was appointed Vice President, Strategic Planning
and Venture Investments of RCI.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(5) |  | On February 7, 2003 RCI announced changes to the management structure of
Cable coincident with the announcement by John H. Tory to seek public
office and the process of transitioning his responsibilities at Rogers.
Effective February 7, 2003 Edward Rogers (the son of Edward S. Rogers,
O.C.) was appointed President and Co-Chief Executive Officer of Cable,
John H. Tory was appointed Chairman and Co-Chief Executive Officer of
Cable and Dean MacDonald was appointed Executive Vice President and Chief
Operating Officer of Cable. Mr. John H. Tory has resigned from his
positions at Cable and RCI, to be effective May 2003.
|   
|(6) |  | Mr. Krstajic resigned from
his position at Cable effective January 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

14



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Compensation of Directors and Executive Officers

The following table shows the aggregate amount of cash compensation Cable paid
to its directors and executive officers as a group for services in all
capacities to Cable for the year ended December 31, 2002.

|                                            |  |            |         |            |  |       |           |  |  |   |           | 
|------------------------------------------- |  | ---------- | ------- | ---------- |  | ----- | --------- |  |  | - | --------- | 
|                                            |  | Directors' |         | Salaries & |  |       |           | 
|                                            |  | Fees       |         | Bonuses    |  | Total
|                                            |  |            |         |            |  |      
|Executive officers (including one director) |  |            |        |            |  | $     | 4,742,397 |  |  | $ | 4,742,397 | 
|Directors (not employees)                   |  | $          | 123,044 |            |  |       |          |  |  | $ | 123,044   | 
|                                            |  |            |         |            |  |       |           |  |  |   |           | 
|Total                                       |  | $          | 123,044 |            |  | $     | 4,742,397 |  |  | $ | 4,865,441 | 
|                                            |  |            |         |            |  |       |           |  |  |   |           | 

The services of Messrs. E.S. Rogers, O.C., Emerson, Engelhart, Horn, Lind, and
Miller and of Ms. Daly, Ms. Evans and Ms. Warren, in their capacities as
officers, and Messrs. E.S. Rogers, O.C., Emerson and Wansbrough, in their
capacities as directors, are not paid for by Cable. Their services are
provided pursuant to the management services agreement between RCI and Cable.
See Item 7  Certain Relationships and Related Party Transactions below.

In 2002 directors were compensated for their services with a retainer of
$15,000 per annum and meeting fees of $1,000 per meeting attended, $1,250 per
meeting attended for directors travelling more than 100 km but less than 1,000
km to the meeting and $2,000 for directors travelling more than 1,000 km to the
meeting. Directors fees are not paid to directors who are also Executive
Officers of Cable. A director who acts as Chairman of a committee of the Board
is paid an additional $5,000 per annum and receives $1,500 per meeting of such
committee attended.

To encourage the directors to align their interests with shareholders, Cable
implemented a Directors Deferred Share Unit Plan (the DDSU Plan) in December
1999 applicable to the fiscal year commencing January 1, 2000 and subsequent
fiscal years. 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
an RCI Class B Non-Voting Share 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 of Cable and its subsidiaries. The value of a
DDSU, when converted to cash, will be equivalent to the market value of an RCI
Class B Non-Voting Share at the time the conversion takes place. DDSUs will
attract dividends in the form of additional DDSUs at the same rate as dividends
on RCI Class B Non-Voting Shares.

In October, 2002, the 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 RCI Class A Shares, RCI Class B Non-Voting Shares
and DDSUs during his or her term of service as a director of Cable.

From time to time, the 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 directors are entitled, after ten years of service, to a retiring allowance
on retirement from the Board in an amount equal to $15,000 plus $2,000 per year
of service as a director.

Directors and Officers Liability Insurance

Through coverage obtained by its parent, RCI, Cable has the benefit of
insurance policies for itself and its directors and officers against liability
incurred by them in the performance of their duties as directors and officers
of Cable. The approximate amount of the premiums allocated to Cable in respect
of these policies on account of directors and officers liability for Cable
and its affiliates was $172,847 for the 12 month period ended December 31,
2002. The aggregate amount of coverage under the policies in 2002 is the sum of

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##### Table of Contents



US$50,000,000 in respect of any one policy period. By the current terms of the
policy, in circumstances where a director or officer has a claim against Cable
in respect of a loss covered by the policies, arising out of a suit(s) brought
in Canada, Cable may claim for 100% of the loss over and above US$500,000 and
in circumstances where a director or officer has a claim against Cable in
respect of a loss covered by the policy
arising out of a suit(s) brought in the United States of America, Cable
may claim for 100% of the loss over and above US$1,000,000. In addition, where
a director or officer has a claim against the insurers in respect of a loss
covered by the policies, the director or officer may claim on the policy for
100% of the loss with no deductible applicable under the policies.

Executive Compensation

The following table sets forth all compensation earned during the last
three financial years by the Chief Executive Officer and Cables four most
highly compensated executive officers (Named Executive Officers) other than
the Chief Executive Officer, who served as executive officers at the end of
2002.

Summary Compensation TableAnnual Compensation

|                                        |  |      |      |     |  |        |         |        |  |              |         |         |  |              |        |              |  |              |         |  |  |  |       | 
|--------------------------------------- |  | ---- | ---- | --- |  | ------ | ------- | ------ |  | ------------ | ------- | ------- |  | ------------ | ------ | ------------ |  | ------------ | ------- |  |  |  | ----- | 
|                                        |  |      |      |     |  |        |         |        |  |              |         |         |  |              |        |              |  | Long-Term    |         |  |  | 
|                                        |  |      |      |     |  |        |         |        |  |              |         |         |  |              |        |              |  | Compensation |         |  |  | 
|                                        |  |      |      |     |  |        |         |        |  |              |         |         |  |              |        |              |  | Awards       |         |  |  | 
|                                        |  |      |      |     |  |        |         |        |  |              |         |         |  |              |        |              |  | Securities   |         |  |  | 
|                                        |  |      |      |     |  |        |         |        |  |              |         |         |  | Other        |        | Under        |  |              |         | 
|                                        |  |      |      |     |  |        |         |        |  |              |         |         |  | Annual       |        | Options/SARs |  | All Other   
|                                        |  |      |      |     |  | Salary |         | Bonus  |  | Compensation |         | Granted |  | Compensation
|Name and Principal
Position             |  | Year |      | ($) |  | ($)    |         | ($)(1) |  | (#)          |         | ($)(2) 
|                                        |  |      |      |     |  |        |         |        |  |              |         |        
|JOHN H. TORY(3)                         |  |      | 2002 |     |  |        | 550,000 |        |  |              | 566,843 |         |  |              | 16,847 |              |  |              |        |  |  |  | 1,871 | 
|Chairman and Co-Chief Executive Officer |  |      | 2001 |     |  |        | 550,000 |        |  |              | 454,250 |         |  |              | 14,825 |              |  |              | 250,000 |  |  |  | 1,871 | 
|                                        |  |      | 2000 |     |  |        | 525,000 |        |  |              | 501,425 |         |  |              |       |              |  |              |        |  |  |  | 1,985 | 
|                                       
|ALEK KRSTAJIC(4)(5)                     |  |      | 2002 |     |  |        | 300,000 |        |  |              | 428,477 |         |  |              | 6,877  |              |  |              |        |  |  |  | 1,021 | 
|Former Senior VP, Interactive Services, |  |      | 2001 |     |  |        | 300,000 |        |  |              | 329,520 |         |  |              | 16,488 |              |  |              | 350,000 |  |  |  | 1,021 | 
|Sales & Product Development             |  |      | 2000 |     |  |        | 217,289 |        |  |              | 278,020 |         |  |              | 11,643 |              |  |              | 300,000 |  |  |  | 612   | 
|                                       
|DERMOT OCARROLL(5)                     |  |      | 2002 |     |  |        | 226,600 |        |  |              | 522,821 |         |  |              | 1,834  |              |  |              |        |  |  |  | 771   | 
|Senior Vice President, Engineering      |  |      | 2001 |     |  |        | 226,092 |        |  |              | 115,150 |         |  |              | 16,488 |              |  |              |        |  |  |  | 771   | 
|& Network Operations                    |  |      | 2000 |     |  |        | 219,808 |        |  |              | 77,500  |         |  |              | 23,005 |              |  |              | 35,000  |  |  |  | 748   | 
|                                       
|CHARLES VAN DER LEE(5)                  |  |      | 2002 |     |  |        | 265,000 |        |  |              | 347,973 |         |  |              | 3,548  |              |  |              |        |  |  |  | 902   | 
|President & Chief Executive Officer,    |  |      | 2001 |     |  |        | 264,654 |        |  |              | 362,633 |         |  |              | 16,543 |              |  |              |        |  |  |  | 902   | 
|Rogers Video                            |  |      | 2000 |     |  |        | 246,865 |        |  |              | 175,000 |         |  |              | 24,508 |              |  |              | 35,000  |  |  |  | 840   | 
|                                       
|ROBERT BARKER(6)                        |  |      | 2002 |     |  |        | 250,000 |        |  |              | 115,706 |         |  |              | 3,184  |              |  |              |        |  |  |  | 851   | 
|Senior Vice President, National Cable   |  |      | 2001 |     |  |        | 249,135 |        |  |              | 106,045 |         |  |              |       |              |  |              |        |  |  |  | 851   | 
|Operations                              |  |      | 2000 |     |  |        | 205,000 |        |  |              | 174,938 |         |  |              |       |              |  |              |        |  |  |  | 775   | 
|                                       



---

|    |  | NOTES:                                                                                                                                                                                                                                                                               
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(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 Cable for
group term life insurance for each officer.                                                                                                                                                                   
|   
|(3) |  | Mr. Tory has resigned from Cable effective May 2003.                                                                                                                                                                                                                                 
|   
|(4) |  | Mr. Krstajic resigned from Cable effective January 2003.                                                                                                                                                                                                                             
|   
|(5) |  | The bonuses paid to Messrs. Krstajic, OCarroll and van der Lee include a
special bonus in furtherance of Cables retention arrangements.                                                                                                                                            
|   
|(6) |  | The bonus paid to Mr. Barker includes a special bonus relating to the
integration of the cable systems purchased from Shaw Cable Inc.                                                                                                                                                

16



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##### Table of Contents



Option/SAR Grants during the Year Ended December 31, 2002

There were no stock options granted by Cable during the last financial
year to the Named Executive Officers. Cable has not granted any Stock
Appreciation Rights (SARs).

Aggregated Option/SAR Exercises during the Year Ended December 31, 2002
and Financial Year-End Option/SAR Values

The following table sets forth each exercise of options during the last
fiscal year by the Named Executive Officers:

|                    |  |            |        |           |  |                   |         |                      |  |                      |  |                     
|------------------- |  | ---------- | ------ | --------- |  | ----------------- | ------- | -------------------- |  | -------------------- |  | --------------------
|                    |  |            |        |           |  |                   |         |                      |  |                      |  | Value of Unexercised
|                    |  |            |        |           |  |                   |         |                      |  | Unexercised          |  | in-the-Money        
|                    |  | Securities |        |           |  |                   |         | Options/SARs at      |  | Options/SARs at     
|                    |  | Acquired   |        | Aggregate |  | December 31, 2002 |         | December 31, 2002(3)
|                    |  | On         |        | Value     |  | (#)               |         | ($)                 
|                    |  | Exercise   |        | Realized  |  | Exercisable/      |         | Exercisable/        
|Name                |  | (#)        |        | ($)       |  | Unexercisable     |         | Unexercisable       
|                    |  |            |        |           |  |                   |         |                     
|JOHN H. TORY        |  |            | 12,750 |           |  |                   | 209,109 |                      |  | 1,050,000/200,000(1) |  | 5,022,000/NIL       
|ALEK KRSTAJIC       |  |            | 38,335 |           |  |                   | 496,533 |                      |  | 150,000/150,000(1)   |  | NIL/NIL             
|DERMOT OCARROLL    |  |            | 45,000 |           |  |                   | 787,300 |                      |  | 49,450/20,650(1)     |  | 48,375/NIL          
|CHARLES VAN DER LEE |  |            | NIL    |           |  |                   | NIL     |                      |  | 124,200/20,150(1)    |  | 575,313/NIL         
|                    |  |            | 6,860  |           |  |                   | 91,028  |                      |  | 1,503/1,001(2)       |  | NIL/NIL             
|ROBERT BARKER       |  |            | NIL    |           |  |                   | NIL     |                      |  | 120,000/80,000(1)    |  | NIL/NIL             



---

|    |  | NOTES:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | These amounts represent options granted between 1994 and 2002 for Class B
Non-Voting Shares of RCI at exercise prices ranging from $6.29 to $34.14
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 Cable (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, 2002 was $14.66.                                                                                                                                                                                                                                                                                                                                                                                                                                     

Pension Benefits

The Named Executive Officers are members of a defined benefit plan which
credits annual pension, payable at retirement, equal to 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 under the
Rogers Pension Plan are limited to a maximum of $1,722.22 per annum multiplied
by years of credited service. 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 |     | Estimated
|Executive Officers  |  | Service   |     | Benefit  
|                    |  |           |     |          
|JOHN H. TORY        |  |           | N/A |           |        |  | N/A | 
|ALEK KRSTAJIC       |  |           | N/A |           |        |  | N/A | 
|DERMOT OCARROLL    |  | 19 years  |     |           | 32,700 | 
|CHARLES VAN DER LEE |  | 28 years  |     |           | 48,500 | 
|ROBERT BARKER       |  | 13 years  |     |           | 22,400 | 

17



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##### Table of Contents



The estimated aggregate cost to Cable for the year ended December 31, 2002
of pension benefits to directors and senior officers under Cables registered
defined benefit pension plan was nil.

Employment Contracts

Each of Messrs. Tory and Krstajic had an employment contract with Cable.
These contracts encompassed the compensation and pension arrangements noted in
this section. Mr. Tory has resigned from Cable effective May 2003. Mr. Torys
contract extended to his 65th birthday. In the event of death prior to
retirement, Cable was required to pay a death benefit of $100,000 per annum,
for ten (10) years to his spouse
or to a designated beneficiary.

If Cable terminated the employment of Mr. Tory other than for cause, it
was required to provide notice (or payment in lieu thereof), in an amount equal
to the greater of one month for every year of employment and two years, but in
no event to exceed the number of months by which the date of termination
preceded his 65th birthday.

Mr. Krstajic resigned from Cable effective January 2003; he received a
lump sum equal to twelve months salary. He also became eligible to receive
continuing bi-weekly payments based on the average of the bonuses earned by him
in 2001 and 2002. Such payments will cease on the earlier of January 31, 2004
and the date on which Mr. Krstajic secures alternative employment.

Composition of the Compensation Committee

During the year ended December 31, 2002, the Compensation Committee of RCI
carried out the duties of the compensation committee of Cable. The committee
consisted of Thomas I. Hull (Chairman), Ronald D. Besse, H. Garfield Emerson,
Q.C., Albert Gnat, Q.C., Robert W. Korthals, William T. Schleyer and John A.
Tory, Q.C. Mr. Emerson is Vice-Chairman of Cable and Chairman of RCI.

Report on Executive Compensation

As Cable is a wholly owned subsidiary of RCI, Cables executive
compensation programme is administered by the RCI Compensation Committee,
comprised of seven members of the RCI Board of Directors, none of whom are
members of Cables management. A majority of the members of the RCI
Compensation Committee are directors of Cable. The Compensation Committee
reviews and recommends to the Board of Directors for approval Cables executive
compensation policies. The Compensation Committee also reviews the design and
competitiveness of Cables compensation and benefit programmes generally. The
Compensation Committee met five times in 2002.

Compensation Philosophy

Cables executive compensation programme is designed to provide incentives
for the enhancement of shareholder value, the successful implementation of
Cables business plans and improvement in corporate and personal performance
and the retention of key employees. The programme is based on a
pay-for-performance philosophy and consists of several components: base salary,
annual incentive (bonus) paid in cash, long-term equity based incentive and
other employee benefits including, in the past, the provision of loans to
employees.

18



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##### Table of Contents



Its overall objectives are:

(1)  to attract and retain qualified executives critical to the success of
Cable,

(2)  to provide fair and competitive compensation,

(3)  to integrate compensation with Cables business plans,

(4)  to align the interests of management with those of shareholders, and

(5)  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/her
sustained performance and consideration of competitive compensation levels for
the markets in which Cable operates.

Annual Incentives

Cables executive officers are eligible for annual cash bonuses. Annual
bonus awards are based on attainment of specified performance levels,
principally related to Cables achievement of targeted operating income levels.
This establishes a direct link between executive compensation and Cables
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 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.

The share purchases under the share purchase plans are financed by the
provision of non-interest bearing loans repayable by the executive in required
annual installments over ten years. The shares held under the Plan are released
to the executive only at such time and in such proportions as the executive
repays the loan. Should the executive leave Cable prior to the end of the ten
year period, a proportional number of the preferred shares are redeemed and
cancelled.

19



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##### Table of Contents



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. Torys base salary was established in a manner
consistent with that established for other senior executives.

Mr. Torys 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. Tory participated in the stock option plans on the same basis as other
senior executive officers.

Submitted on behalf of the RCI Compensation Committee

THOMAS I. HULL, Chairman
RONALD D. BESSE
H. GARFIELD EMERSON, Q.C.
ALBERT GNAT, Q.C.
ROBERT W. KORTHALS
WILLIAM T. SCHLEYER
JOHN A. TORY, Q.C.

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 2002came 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.

The following table sets forth the particulars of loans made by or
outstanding to Cable during the year ended December 31, 2002 to present or
former directors, executive officers or senior officers of Cable and associates
of such persons in connection with the purchase of securities of Cable.

As of April 1, 2003 the aggregate indebtedness to Cable or any subsidiary
of present or former directors, officers and employees of Cable or any
subsidiary in connection with the purchase of securities of RCI totalled
$2,242,575.

20



---



##### Table of Contents



Table of Indebtedness of Directors, Executive Officers
and Senior Officers under Securities Purchase Programs

|                    |  |                       |  |                   |         |               |  |                   |        |                     |  |     |  |                                 
|------------------- |  | --------------------- |  | ----------------- | ------- | ------------- |  | ----------------- | ------ | ------------------- |  | --- |  | --------------------------------
|                    |  |                       |  | Largest Amount    |         |               |  |                   |        | Financially         |  |    
|                    |  |                       |  | Outstanding       |         |               |  |                   |        | Assisted Securities |  |    
|                    |  |                       |  | During the        |         | Amount        |  | Purchases During  |        |                    
|                    |  | Involvement           |  | Financial Year    |         | Outstanding   |  | The Financial     |        |                    
|                    |  | of Corporation or     |  | Ended             |         | as at         |  | Year Ended        |        |                    
|Name and Principal  |  | Subsidiary            |  | December 31, 2002 |         | April 1, 2003 |  | December 31, 2002 |        | Security for       
|Position            |  | (1)                   |  | ($)               |         | ($)           |  | (#)               |        | Indebtedness       
|                    |  |                       |  |                   |         |               |  |                   |        |                    
|CHARLES VAN DER LEE |  | Loan from
Corporation |  |                   | 131,504 |               |  |                   | 42,818 |                     |  | NIL |  | RCI Convertible
Preferred Shares



---

|    |  | NOTE:                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(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 April 1, 2003 the aggregate indebtedness to Cable of all present or
former officers, directors and employees that was not entered into in
connection with the purchase of securities was $2,576,197.

Table of Indebtedness of Directors, Executive Officers and Senior Officers
Other Than Under Securities Purchase Programs

|                            |  |                           |  |                      |         |                    |  |  |         | 
|--------------------------- |  | ------------------------- |  | -------------------- | ------- | ------------------ |  |  | ------- | 
|                            |  |                           |  | Largest Amount       |         |                    |  | 
|                            |  |                           |  | Outstanding During   |         |                    |  | 
|                            |  |                           |  | the                  |         | Amount Outstanding
|                            |  |                           |  | Financial Year Ended |         | as at             
|                            |  | Involvement of            |  | December 31, 2002    |         | April 1, 2003     
|Name and Principal Position |  | Corporation or Subsidiary |  | ($)                  |         | ($)               
|                            |  |                           |  |                      |         |                   
|JOHN H. TORY(1)             |  | Loan from Corporation     |  |                      | 500,000 |                    |  |  | 475,000 | 



---

|    |  | NOTES:                                                                                                                                                      
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | The loan to Mr. Tory was made to provide assistance in purchasing a
residence and is non-interest bearing and owed to RCI. Mr. Torys loan
is due on demand.

Employees

This section is incorporated herein by reference to the Employees section
contained on page 15 of Cables Managements Discussion and Analysis for the
year ended December 31, 2002.

21



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##### Table of Contents






ITEM 7  CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Ownership StructureThe following organization chart illustrates, as of
December 31, 2002, the ownership structure of Cable and its principal
subsidiaries and indicates the jurisdiction of incorporation of each entity
shown. As noted, Cable is a wholly-owned subsidiary of RCI.

(ORGANIZATION CHART)

Related Party Transactions

Refer to Item 6  Indebtedness of Directors, Executive Officers and Senior
Officers. This section also incorporates by reference herein the Intercompany
and Related Party Transactions section contained on pages 8-9 of Cables
Managements Discussion and Analysis for the year ended December 31, 2002.




ITEM 8  FINANCIAL STATEMENTS AND OTHER INFORMATION

Consolidated Financial Statements

Refer to Item 17.

Litigation

There exist certain claims and potential claims against Cable, none of which is
expected to have a material adverse effect on the consolidated financial
position of Cable.

Significant Changes

There has been no significant change in the financial position of Cable since
December 31, 2002 and as reflected in the audited consolidated financial
statements as at and for the year ended December 31, 2002.

22



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##### Table of Contents






ITEM 9  LISTING DETAILS

Cables common shares are wholly-owned by RCI and are not listed on any
securities exchange. In addition, Cables public debt securities are not
listed on any securities exchange.




ITEM 10 ADDITIONAL INFORMATION

Material Contracts

For information regarding Cables material contracts, see Item 7 above.

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 Act or
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 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 is currently Cdn$223 million. 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 Act and, 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, see Overview of Government Regulation  Restrictions on
Non-Canadian Ownership and Control contained on page 7 of Cables Managements
Discussion and Analysis for the year ended December 31, 2002, which is
incorporated herein by reference.

23



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##### Table of Contents



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 Cable of interest, principal or premium on the securities to a
holder who is a non-resident of Canada and with whom Cable deals 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.




ITEM 11  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This section is incorporated herein by reference to the Interest Rate and
Foreign Exchange Management section contained on pages 19-20 of Cables
Managements Discussion and Analysis for the year ended December 31, 2002.




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

None.

24



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##### Table of Contents






ITEM 15  CONTROLS AND PROCEDURES

Cables management, including the co-Chief Executive Officers and the Senior
Vice President, Finance, have conducted an evaluation of the effectiveness of
disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based
on that evaluation, the co-Chief Executive Officers and the Senior Vice
President, Finance concluded that the disclosure controls and procedures are
effective in ensuring that all material information required to be filed in
this report has been made known to them in a timely fashion. There have been
no significant changes in internal controls, or in factors that could
significantly affect internal controls, subsequent to the date the co-Chief
Executive Officers and the Senior Vice President, Finance completed their
evaluation.




ITEM 16  RESERVED




PART III




ITEM 17  FINANCIAL STATEMENTS

This section is attached following the signature page of this Form 20-F as
pages F-1 through F-62 and is incorporated herein by reference.




ITEM 18  FINANCIAL STATEMENTS

Not applicable.

25



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##### Table of Contents






Item 19  EXHIBITS

|        |           |  |  |  |   |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- | --------- |  |  |  | - | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |           |  |  |  |   |            
|Number  |           |  |  |  |   | 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.                                                                                                                                                                                                                                  
|        | ** 3.1    |  |  |  |  |             |  | 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.                                                        
|        |  4.1     |  |  |  |  |             |  | Second Amended and Restated Loan Agreement,
dated as of January 31, 2002, among Rogers Cable
Inc., as Borrower, The Toronto-Dominion Bank, as
Administrative Agent, and the lenders named
therein                                                                                                                                                                                                                                                                                                              
|        | ** 4.2    |  |  |  |  |             |  | Indenture, dated as of August 1, 1992 among
Rogers Cablesystems Limited (now Rogers Cable
Inc.), as Issuer, Rogers Cable T.V. Limited (now
Rogers Cable Inc) and Rogers Ottawa
Limited/Limitée, as Guarantors, and Chemical
Bank (now JPMorgan Chase Bank), as Trustee,
relating to issuance of Rogers Cable Inc.s 9
5/8% Senior Secured Second Priority Notes due
2002                                                                                                                                       
|        | *** 4.3   |  |  |  |  |             |  | Indenture, dated as of September 1, 1992 among
Rogers Cablesystems Limited (now Rogers Cable
Inc.), as Issuer, Rogers Cable T.V. Limited (now
Rogers Cable Inc) and Rogers Ottawa
Limited/Limitée, as Guarantors, and Chemical
Bank (now JPMorgan Chase Bank), as Trustee,
relating to issuance of Rogers Cable Inc.s 10
1/8% Senior Secured Second Priority Debentures
due 2012                                                                                                                              
|        | **** 4.4  |  |  |  |  |             |  | Indenture, dated as of January 15, 1994 among
Rogers Cablesystems Limited (now Rogers Cable
Inc.), as Issuer, Rogers Cable T.V. Limited (now
Rogers Cable Inc) and Rogers Ottawa
Limited/Limitée, as Guarantors, and Chemical
Bank (now JPMorgan Chase Bank), as Trustee,
relating to issuance of Rogers Cable Inc.s
9.65% Senior Secured Second Priority Debentures
due 2014                                                                                                                                 
|        | * 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
(now JPMorgan Chase Bank), as Trustee, relating
to issuance of Rogers Cable Inc.s 10% Senior
Secured Second Priority Notes due 2005        
|        | ***** 4.6 |  |  |  |  |             |  | 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
(now JPMorgan Chase Bank), as Trustee, relating
to issuance of Rogers Cable Inc.s 10% Senior
Secured Second Priority Debentures due 2007
|        | ***** 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
(now JPMorgan Chase Bank), as Trustee, relating
to issuance of Rogers Cable Inc.s 11% Senior
Subordinated Guaranteed Debentures due 2015
|        |  4.8     |  |  |  |  |             |  | Indenture, dated as of February 5, 2002 between
Rogers Cable Inc., as Issuer, and CIBC Mellon
Trust Company, as Trustee, relating to issuance
of Rogers Cable Inc.s 7.60% Senior (Secured)
Second Priority Notes due 2007                                                                                                                                                                                                                                                                                     
|        |  4.9     |  |  |  |  |             |  | Indenture, dated as of April 30, 2002 between
Rogers Cable Inc., as Issuer, and JPMorgan Chase
Bank, as Trustee, relating to issuance of Rogers
Cable Inc.s 7.875% Senior (Secured) Second
Priority Notes due 2012                                                                                                                                                                                                                                                                                            
|        |  4.10    |  |  |  |  |             |  | Indenture, dated as of April 30, 2002 between
Rogers Cable Inc., as Issuer, and JPMorgan Chase
Bank, as Trustee, relating to issuance of Rogers
Cable Inc.s 8.75% Senior (Secured) Second
Priority Debentures due 2032                                                                                                                                                                                                                                                                                        
|        | 8.1      |  |  |  |  |             |  | Subsidiaries of Rogers Cable Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | 11.1    |  |  |  |  |             |  | Section 302 Certification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | 11.2    |  |  |  |  |             |  | Section 906 Certification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      



---

|      |  |  Filed as an exhibit to Registration Statement No. 333-87972 and incorporated herein by reference thereto.
|----- |  | -----------------------------------------------------------------------------------------------------------
|     
|      |  |  Filed herewith                                                                                          
|     
|*     |  | Filed as an exhibit to Registration Statement No. 33-90714 and incorporated
herein by reference thereto    
|     
|**    |  | Filed as an exhibit to Registration Statement No. 33-48588 and incorporated
herein by reference thereto    
|     
|***   |  | Filed as an exhibit to Registration Statement No. 33-51038 and incorporated
herein by reference thereto    
|     
|****  |  | Filed as an exhibit to Registration Statement No. 33-73092 and
incorporated herein by reference thereto    
|     
|***** |  | Filed as an exhibit to Registration Statement No. 33-98044 and
incorporated herein by reference thereto    

26



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##### Table of Contents






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 14, 2003(Date)   |  | /s/ M. Lorraine Daly

M. Lorraine Daly
Vice President, Treasurer 
| |                      |  |                                                                  
| |                      |  |                                                                  
| | May 14, 2003

(Date) |  | /s/ Donald W. Huff

Donald W. Huff
Senior Vice President, Finance

27



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##### Table of Contents



| |  |                                                                  
| |  | -----------------------------------------------------------------
| |  | Consolidated Financial Statements
(Expressed in Canadian dollars)
| |  |                                                                  
| |  | ROGERS CABLE INC                                                 
| |  |                                                                  
| |  | Years ended December 31, 2000, 2001 and 2002                     

F-1



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##### Table of Contents



(KPMG LOGO)

| |  |                                                                                                    |  |                                                            
| |  | -------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------
| |  | KPMGLLPChartered Accountants
Yonge Corporate Centre
4100 Yonge Street Suite 200
Toronto ON M2P 2H3 |  | Telephone (416) 228-7000
Telefax (416) 228-7123
www.kpmg.ca

AUDITORS REPORT

To the Board of Directors of Rogers Cable Inc.

We have audited the consolidated balance sheets of Rogers Cable Inc. as at
December 31, 2001 and 2002 and the consolidated statements of income, deficit
and cash flows for each of the years in the three-year period ended December
31, 2002. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing
standards and auditing standards generally accepted in the United States.
Those standards require that we plan and perform an audit to obtain reasonable
assurance whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31,
2001 and 2002 and the results of its operations and its cash flows for each of
the years in the three-year period ended December 31, 2002 in accordance with
Canadian generally accepted accounting principles.

(KPMG LLP)

Chartered Accountants

Toronto, Canada
January 31, 2003

COMMENTS BY AUDITORS FOR U.S. READERS ON
CANADA-U.S. REPORTING DIFFERENCES

In the United States, reporting standards for auditors require the addition of
an explanatory paragraph (following the opinion paragraph) when there is a
change in accounting principles that has a material effect on the comparability
of the Companys consolidated financial statements, such as the changes to the
consolidated financial statements relating to the adoption by the Company of
Goodwill and Other Intangible Assets (note 2(d)), Foreign Currency Translation
(note 2(e)) and Stock-based Compensation and Other Stock-based Payments (note
2(m)). Our report to the Board of Directors of Rogers Cable Inc. dated January
31, 2003 is expressed in accordance with Canadian reporting standards which do
not require a reference to such changes in accounting principles in the
auditors report when the change is properly accounted for and adequately
disclosed in the consolidated financial statements.

(KPMG LLP)

Chartered Accountants

Toronto, Canada
January 31, 2003

F-2



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##### Table of Contents



ROGERS CABLE INC.
Consolidated Balance Sheets
(In thousands of Canadian dollars)

December 31, 2001 and 2002

---

|                                                                                                    |                                                     |   |           |           |  |      |           |           |  | 
|--------------------------------------------------------------------------------------------------- | --------------------------------------------------- | - | --------- | --------- |  | ---- | --------- | --------- |  | 
|                                                                                                    |                                                     |   |           | 2001      |  | 2002
|                                                                                                    |                                                     |   |           |           |  |     
|Assets                                                                                              |                                                     |   |           |           |  |      |           |          
|Property, plant and equipment (note 4)                                                              |                                                     | $ | 2,373,625 |           |  | $    | 2,556,847 |          
|Goodwill (note 5(a))                                                                                |                                                     |   | 926,445   |           |  |      | 926,445   |          
|Other intangible assets (note 5(b))                                                                 |                                                     |   | 1,560     |           |  |      | 1,040     |          
|Investments (note 6)                                                                                |                                                     |   | 111,935   |           |  |      | 100,799   |          
|Cash and cash equivalents                                                                           |                                                     |   |          |           |  |      | 3,696     |          
|Accounts receivable, net of allowance for doubtful
accounts of $7,465 for 2001 and $10,120 for 2002 |                                                     |   | 111,365   |           |  |      | 91,616    |          
|Deferred charges (notes 2(e) and 7)                                                                 |                                                     |   | 47,151    |           |  |      | 50,063    |          
|Other assets (note 8)                                                                               |                                                     |   | 89,641    |           |  |      | 76,272    |          
|                                                                                                    |                                                     |   |           |           |  |      |           |          
|                                                                                                    |                                                     | $ | 3,661,722 |           |  | $    | 3,806,778 |          
|                                                                                                    |                                                     |   |           |           |  |      |           |          
|Liabilities and Shareholders Equity                                                               
|Liabilities:                                                                                        |                                                     |   |           |           |  |      |           |          
|                                                                                                    | Bank advances, arising from outstanding cheques     |   | $         | 8,427     |  |      | $         |          | 
|                                                                                                    | Long-term debt (note 10)                            |   |           | 1,617,143 |  |      |           | 2,353,055 | 
|                                                                                                    | Notes payable to parent company (note 11)           |   |           | 485,600   |  |      |           | 204,500   | 
|                                                                                                    | Accounts payable and accrued liabilities            |   |           | 369,147   |  |      |           | 288,143   | 
|                                                                                                    | Due to parent and affiliated companies (note 17(a)) |   |           | 34,907    |  |      |           | 23,783    | 
|                                                                                                    | Unearned revenue                                    |   |           | 27,280    |  |      |           | 35,256    | 
|                                                                                                    | Future income taxes (note 15)                       |   |           | 28,302    |  |      |           |          | 
|                                                                                                    |                                                     |   |           |           |  |      |           |          
|                                                                                                    |                                                     |   | 2,570,806 |           |  |      | 2,904,737 |          
|Shareholders equity (notes 2(e) and 12)                                                            |                                                     |   | 1,090,916 |           |  |      | 902,041   |          
|                                                                                                    |                                                     |   |           |           |  |      |           |          
|                                                                                                    |                                                     | $ | 3,661,722 |           |  | $    | 3,806,778 |          
|                                                                                                    |                                                     |   |           |           |  |      |           |          

Commitments (note 19)
Contingent liabilities (note 20)
Canadian and United States accounting policy differences (note 22)

See accompanying notes to consolidated financial statements.

F-3



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##### Table of Contents



ROGERS CABLE INC.
Consolidated Statements of Income
(In thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---

|                                                                 |  |                                                       |           |      |         |      |           |      |         |   |           |   |          |  
|---------------------------------------------------------------- |  | ----------------------------------------------------- | --------- | ---- | ------- | ---- | --------- | ---- | ------- | - | --------- | - | -------- | -
|                                                                 |  |                                                       |           | 2000 |         | 2001 |           | 2002
|                                                                 |  |                                                       |           |      |         |      |           |     
|Operating revenue                                                |  | $                                                     | 1,291,161 |      |         | $    | 1,433,029 |      |         | $ | 1,596,401 |  
|Operating, general and administrative
expenses                   |  |                                                       | 833,379   |      |         |      | 916,224   |      |         |   | 1,032,921 |  
|Management fees (note 17(b)(i))                                  |  |                                                       | 25,949    |      |         |      | 28,781    |      |         |   | 31,745    |  
|                                                                 |  |                                                       |           |      |         |      |           |      |         |   |           |  
|Operating income before the following                            |  |                                                       | 431,833   |      |         |      | 488,024   |      |         |   | 531,735   |  
|Workforce reduction (note 14)                                    |  |                                                       |          |      |         |      |          |      |         |   | 5,850     |  
|Cable system integration and At Home
termination costs (note 13) |  |                                                       | 10,612    |      |         |      | 60,436    |      |         |   |          |  
|Depreciation and amortization                                    |  |                                                       | 343,082   |      |         |      | 433,829   |      |         |   | 484,224   |  
|                                                                 |  |                                                       |           |      |         |      |           |      |         |   |           |  
|Operating income (loss)                                          |  |                                                       | 78,139    |      |         |      | (6,241    | )    |         |   | 41,661    |  
|Interest:                                                        |  |                                                       |           |      |         |      |           |      |         |   |           |  
|                                                                 |  | Long-term debt                                        |           |      | 158,124 |      |           |      | 162,590 |   |           |   | 208,645  |  
|                                                                 |  | Notes payable to Rogers
Communications Inc. (note 11) |           |      | 33,901  |      |           |      | 12,036  |   |           |   | 4,687    |  
|                                                                 |  |                                                       |           |      |         |      |           |      |         |   |           |  
|                                                                 |  |                                                       | 192,025   |      |         |      | 174,626   |      |         |   | 213,332   |  
|                                                                 |  |                                                       |           |      |         |      |           |      |         |   |           |  
|                                                                 |  |                                                       | (113,886  | )    |         |      | (180,867  | )    |         |   | (171,671  | )
|Dividend income from affiliated
company (note 6(b)(ii))          |  |                                                       | 39,380    |      |         |      | 32,228    |      |         |   | 5,447     |  
|Write-down of investments
(note 6(a)(ii) and (c))                |  |                                                       |          |      |         |      | (26,000   | )    |         |   | (11,136   | )
|Gain on sale of a subsidiary (note 3(b(ii))                      |  |                                                       |          |      |         |      | 17,807    |      |         |   |          |  
|Gain on sale of investments (note 6(a)(i))                       |  |                                                       | 30,891    |      |         |      | 16,195    |      |         |   |          |  
|Loss on repayment of long-term
debt (note 10(l))                 |  |                                                       |          |      |         |      |          |      |         |   | (20,880   | )
|Foreign exchange loss (note 2(e))                                |  |                                                       | (3,460    | )    |         |      | (1,452    | )    |         |   | (3,090    | )
|Other income (expense)                                           |  |                                                       | (792      | )    |         |      | 698       |      |         |   | (3,887    | )
|                                                                 |  |                                                       |           |      |         |      |           |      |         |   |           |  
|Loss before income taxes                                         |  |                                                       | (47,867   | )    |         |      | (141,391  | )    |         |   | (205,217  | )
|Income tax expense (reduction) (note 15):                        |  |                                                       |           |      |         |      |           |      |         |   |           |  
|                                                                 |  | Current                                               |           |      | 4,789   |      |           |      | 5,314   |   |           |   | 6,515    |  
|                                                                 |  | Future                                                |           |      | (37,286 | )    |           |      |        |   |           |   | (152,902 | )
|                                                                 |  |                                                       |           |      |         |      |           |      |         |   |           |  
|                                                                 |  |                                                       | (32,497   | )    |         |      | 5,314     |      |         |   | (146,387  | )
|                                                                 |  |                                                       |           |      |         |      |           |      |         |   |           |  
|Loss for the year                                                |  | $                                                     | (15,370   | )    |         | $    | (146,705  | )    |         | $ | (58,830   | )
|                                                                 |  |                                                       |           |      |         |      |           |      |         |   |           |  
|Basic and diluted loss per share (note 16)                       |  | $                                                     | (0.28     | )    |         | $    | (0.82     | )    |         | $ | (0.29     | )
|                                                                 |  |                                                       |           |      |         |      |           |      |         |   |           |  

See accompanying notes to consolidated financial statements.

F-4



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##### Table of Contents



ROGERS CABLE INC.
Consolidated Statements of Deficit
(In thousands of Canadian dollars)

Years ended December 31, 2000, 2001 and 2002

---

|                                                                                                              |                                                                                         |   |            |            |      |   |            |            |   |   |            |            |  
|------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------- | - | ---------- | ---------- | ---- | - | ---------- | ---------- | - | - | ---------- | ---------- | -
|                                                                                                              |                                                                                         |   | 2000       |            | 2001 |   | 2002      
|                                                                                                              |                                                                                         |   |            |            |      |   |           
|Deficit, beginning of year:                                                                                   |                                                                                         |   |            |            |      |   |            |            |   |   |            |           
|                                                                                                              | As previously reported                                                                  |   | $          | (1,371,976 | )    |   | $          | (1,449,690 | ) |   | $          | (1,640,234 | )
|                                                                                                              | Adjustment related to change in
accounting for foreign currency
translation (note 2(e)) |   |            | (23,639    | )    |   |            | (19,312    | ) |   |            | (7,701     | )
|                                                                                                              |                                                                                         |   |            |            |      |   |            |            |   |   |            |            |  
|                                                                                                              | As restated                                                                             |   |            | (1,395,615 | )    |   |            | (1,469,002 | ) |   |            | (1,647,935 | )
|Loss for the year                                                                                             |                                                                                         |   | (15,370    | )          |      |   | (146,705   | )          |   |   | (58,830    | )         
|Dividends on preferred shares                                                                                 |                                                                                         |   | (39,380    | )          |      |   | (32,228    | )          |   |   | (5,447     | )         
|Dividends on common shares                                                                                    |                                                                                         |   |           |            |      |   |           |            |   |   | (57,600    | )         
|Distribution to parent company on sale
of investment in Canadian Satellite
Communications Inc. (note 6(b)(i)) |                                                                                         |   | (18,637    | )          |      |   |           |            |   |   |           |           
|Distribution to 610829 British Columbia
Ltd. (note 6(b)(iii))                                                 |                                                                                         |   |           |            |      |   |           |            |   |   | (124,600   | )         
|                                                                                                              |                                                                                         |   |            |            |      |   |            |            |   |   |            |            |  
|Deficit, end of year                                                                                          |                                                                                         | $ | (1,469,002 | )          |      | $ | (1,647,935 | )          |   | $ | (1,894,412 | )         
|                                                                                                              |                                                                                         |   |            |            |      |   |            |            |   |   |            |            |  

See accompanying notes to consolidated financial statements.

F-5



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##### Table of Contents



ROGERS CABLE INC.
Consolidated Statements of Cash Flows
(In thousands of Canadian dollars)

Years ended December 31, 2000, 2001 and 2002

---

|                                                          |                                                                                             |                                               |          |          |         |      |          |          |         |   |          |            |          |  
|--------------------------------------------------------- | ------------------------------------------------------------------------------------------- | --------------------------------------------- | -------- | -------- | ------- | ---- | -------- | -------- | ------- | - | -------- | ---------- | -------- | -
|                                                          |                                                                                             |                                               |          | 2000     |         | 2001 |          | 2002    
|                                                          |                                                                                             |                                               |          |          |         |      |          |         
|Cash provided by (used in):                               |                                                                                             |                                               |          |          |         |      |          |          |         |   |          |           
|Operating activities:                                     |                                                                                             |                                               |          |          |         |      |          |          |         |   |          |           
|                                                          | Loss for the year                                                                           |                                               | $        | (15,370  | )       |      | $        | (146,705 | )       |   | $        | (58,830    | )       
|                                                          | Adjustments to reconcile the loss for the year to
net cash flows from operating activities: |                                               |          |          |         |      |          |          |         |   |          |            |         
|                                                          |                                                                                             | Depreciation and amortization                 |          |          | 369,621 |      |          |          | 466,592 |   |          |            | 540,749  |  
|                                                          |                                                                                             | Future income taxes                           |          |          | (37,286 | )    |          |          |        |   |          |            | (152,902 | )
|                                                          |                                                                                             | Foreign exchange loss (gain)                  |          |          | 894     |      |          |          | 1,452   |   |          |            | (1,162   | )
|                                                          |                                                                                             | Loss on sale of property, plant and equipment |          |          |        |      |          |          |        |   |          |            | 1,560    |  
|                                                          |                                                                                             | Loss on repayment of long-term debt           |          |          |        |      |          |          |        |   |          |            | 20,880   |  
|                                                          |                                                                                             | Write-down of investments                     |          |          |        |      |          |          | 26,000  |   |          |            | 11,136   |  
|                                                          |                                                                                             | Equity loss in At Home Canada, net            |          |          | 175     |      |          |          | 244     |   |          |            |         |  
|                                                          |                                                                                             | Gain on sale of a subsidiary and investments  |          |          | (30,891 | )    |          |          | (34,002 | ) |          |            |         |  
|                                                          |                                                                                             |                                               |          |          |         |      |          |          |         |   |          |           
|                                                          |                                                                                             |                                               | 287,143  |          |         |      | 313,581  |          |         |   | 361,431  |           
|                                                          | Change in non-cash working capital items (note 9(a))                                        |                                               |          | 35,109   |         |      |          | 38,474   |         |   |          | (55,162    | )       
|                                                          |                                                                                             |                                               |          |          |         |      |          |          |         |   |          |           
|                                                          |                                                                                             |                                               | 322,252  |          |         |      | 352,055  |          |         |   | 306,269  |           
|Financing activities:                                     |                                                                                             |                                               |          |          |         |      |          |          |         |   |          |           
|                                                          | Issue of long-term debt                                                                     |                                               |          | 807,000  |         |      |          | 515,500  |         |   |          | 2,282,130  |         
|                                                          | Repayment of long-term debt                                                                 |                                               |          | (508,533 | )       |      |          | (519,519 | )       |   |          | (1,674,078 | )       
|                                                          | Premium on repayment of long-term debt (note 10(l))                                         |                                               |          |         |         |      |          |         |         |   |          | (21,773    | )       
|                                                          | Proceeds on termination of cross-currency interest
rate exchange agreements (note 10(l))    |                                               |          |         |         |      |          |         |         |   |          | 141,380    |         
|                                                          | Issue of capital stock to parent company (note 12(c)(ii))                                   |                                               |          |         |         |      |          |         |         |   |          | 57,602     |         
|                                                          | Issue of notes payable to parent company (note 11)                                          |                                               |          | 724,095  |         |      |          | 981,000  |         |   |          | 216,500    |         
|                                                          | Repayment of notes payable to parent
company (note 11)                                      |                                               |          | (641,995 | )       |      |          | (495,400 | )       |   |          | (497,600   | )       
|                                                          | Dividends paid                                                                              |                                               |          | (39,380  | )       |      |          | (32,228  | )       |   |          | (63,047    | )       
|                                                          | Capital contribution by parent company (note 12(a)(i))                                      |                                               |          | 9,233    |         |      |          |         |         |   |          |           |         
|                                                          |                                                                                             |                                               |          |          |         |      |          |          |         |   |          |           
|                                                          |                                                                                             |                                               | 350,420  |          |         |      | 449,353  |          |         |   | 441,114  |           
|Investing activities:                                     |                                                                                             |                                               |          |          |         |      |          |          |         |   |          |           
|                                                          | Additions to property, plant and equipment                                                  |                                               |          | (650,349 | )       |      |          | (749,747 | )       |   |          | (650,871   | )       
|                                                          | Proceeds from cablesystem exchange                                                          |                                               |          | 46,709   |         |      |          |         |         |   |          |           |         
|                                                          | Proceeds on sale of property, plant and equipment                                           |                                               |          |         |         |      |          |         |         |   |          | 4,296      |         
|                                                          | Additions to video rental inventory                                                         |                                               |          | (30,988  | )       |      |          | (36,880  | )       |   |          | (59,304    | )       
|                                                          | Additions to deferred charges                                                               |                                               |          | (8,943   | )       |      |          | (5,910   | )       |   |          | (29,381    | )       
|                                                          | Acquisition of Rogers Cable Atlantic Inc. (note 3(b)(i))                                    |                                               |          |         |         |      |          | (88,856  | )       |   |          |           |         
|                                                          | Proceeds on sale of a subsidiary (note 3(b)(ii))                                            |                                               |          |         |         |      |          | 29,366   |         |   |          |           |         
|                                                          | Proceeds on sale of investments (note 6(a)(i))                                              |                                               |          | 30,891   |         |      |          | 16,195   |         |   |          |           |         
|                                                          | Other investments                                                                           |                                               |          | (26,339  | )       |      |          |         |         |   |          |           |         
|                                                          |                                                                                             |                                               |          |          |         |      |          |          |         |   |          |           
|                                                          |                                                                                             |                                               | (639,019 | )        |         |      | (835,832 | )        |         |   | (735,260 | )         
|                                                          |                                                                                             |                                               |          |          |         |      |          |          |         |   |          |           
|Increase (decrease) in cash and cash equivalents          |                                                                                             |                                               | 33,653   |          |         |      | (34,424  | )        |         |   | 12,123   |           
|Cash and cash equivalents (deficiency), beginning of year |                                                                                             |                                               | (7,656   | )        |         |      | 25,997   |          |         |   | (8,427   | )         
|                                                          |                                                                                             |                                               |          |          |         |      |          |          |         |   |          |           
|Cash and cash equivalents (deficiency), end of year       |                                                                                             | $                                             | 25,997   |          |         | $    | (8,427   | )        |         | $ | 3,696    |           
|                                                          |                                                                                             |                                               |          |          |         |      |          |          |         |   |          |           

Cash and cash equivalents (deficiency) are defined as cash and short-term
deposits, which have an original maturity of less than 90 days, less bank
advances.

For supplemental cash flow information and disclosure of non-cash transactions
see note 9.

See accompanying notes to consolidated financial statements.

F-6



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|1. |  | Nature of business:
|-- |  | -------------------



| |  |  | Rogers Cable Inc. (RCAB) is a wholly-owned subsidiary of Rogers
Communications Inc. (RCI). RCAB owns and operates cable television
systems, a chain of video stores, and provides Internet access service
through its cable network. RCAB and its subsidiary companies are
collectively referred to herein as the Company.
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. |  | Significant accounting policies:
|-- |  | --------------------------------



| | (a) |  | Basis of presentation:                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | The consolidated financial statements are prepared in accordance with
Canadian generally accepted accounting principles (GAAP) and, except
as outlined in note 22, are, in all material respects, in accordance
with United States GAAP. The consolidated financial statements include
the accounts of RCAB and its subsidiary companies. Material
intercompany transactions and balances are eliminated on consolidation.                           
|
| |     |  | Other investments are recorded at cost and are written down when there
is evidence that a decline in value that is other than temporary has
occurred.                                                                                                                                                                                                                                                                                                  
|
| | (b) |  | Property, plant and equipment:                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |     |  | Property, plant and equipment (PP&E) are recorded at purchased cost.
During construction of new cable areas or during the rebuilding of
cable television systems, direct costs plus a portion of applicable
overhead costs are capitalized. Repairs and maintenance expenditures
are charged to operating expense as incurred.                                                                                                                       
|
| |     |  | The cost of the initial subscriber installation is capitalized. Costs
of all other connections and disconnections are expensed.                                                                                                                                                                                                                                                                                                                        
|
| |     |  | The Company reviews the recoverability of property, plant and equipment
annually or more frequently if events or circumstances indicate that
the carrying amount may not be recoverable. Recoverability is measured
by comparing the carrying amounts of a group of assets to future
undiscounted net cash flows expected to be generated by that group of
assets. As at December 31, 2001 and 2002, no impairment in the
carrying amount had occurred.

F-7



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|2. |  | Significant accounting policies (continued):
|-- |  | --------------------------------------------



| | (c) |  | Depreciation:                                                                                                                  
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | Property, plant and equipment and video rental inventory are
depreciated annually over their estimated useful lives as follows:

|                                         |  |                     |  |                    |              |   |  | 
|---------------------------------------- |  | ------------------- |  | ------------------ | ------------ | - |  | 
|Asset                                    |  | Basis               |  | Rate              
|                                         |  |                     |  |                   
|Buildings                                |  | Diminishing balance |  |                    | 5            | %
|Towers and headends                      |  | Straight line       |  |                    | 10           | %
|Distribution cable and subscriber drops  |  | Straight line       |  |                    | 6-2/3% - 10  | %
|Converters, modems and set-top terminals |  | Straight line       |  |                    | 20% - 33-1/3 | %
|Programming and other equipment          |  | Diminishing balance |  | Mainly 20% and 30%
|Computer equipment                       |  | Straight line       |  |                    | 25           | %
|Leasehold improvements                   |  | Straight line       |  | Over term of lease
|Video rental inventory                   |  | Diminishing balance |  | 6 months          



| |     |  | Depreciation expense for video rental inventory is charged to operating
expenses and amounted to $26,539,000, $32,215,000 and $56,525,000 in
the years ended December 31, 2000, 2001 and 2002, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (d) |  | Business combinations, goodwill and other intangible assets:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |     |  | In 2001, The Canadian Institute of Chartered Accountants (CICA)
issued Handbook Sections 1581, Business Combinations, and 3062,
Goodwill and Other Intangible Assets. The new standards mandate the
purchase method of accounting for business combinations initiated on or
after July 1, 2001 and also establish criteria for identifying and
measuring intangible assets acquired in business combinations that are
recorded and reported apart from goodwill. Goodwill and intangible
assets with indefinite useful lives are no longer amortized, but
instead are tested for impairment at least annually by comparing their
fair values with their book values.

F-8



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|2. |  | Significant accounting policies (continued):
|-- |  | --------------------------------------------



| |  |  | The new standards do not change the accounting for intangible assets
with determinable lives, which continue to be amortized over their
estimated useful lives and are tested for impairment by comparing their
book values with the undiscounted cash flow expected to be received
from their use.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | On January 1, 2002, the Company discontinued amortization of all
existing goodwill on a prospective basis and evaluated existing
intangible assets to determine whether reclassifications were required
in order to conform to the new criteria for recognition of intangible
assets apart from goodwill and test for impairment in accordance with
the new standards. The Company evaluated its subscribers and licences
and concluded that they should continue to be accounted for apart from
goodwill. The Company also determined that there are no other
intangible assets that should be recognized apart from goodwill as a
result of adoption of these standards.                                                                                                                                                                                                                                    
|
| |  |  | Under the new standards, as of January 1, 2002, goodwill was tested to
determine if there was any indication that this goodwill was impaired.
To accomplish this, the Company identified its reporting units and
determined the book value of each reporting unit by assigning assets
and liabilities, including the existing goodwill and intangible assets,
to those reporting units. Had the reporting units book value exceeded
its fair value, the Company would have been required to perform the
second step of the transitional impairment test, by calculating the
implied fair value of the reporting units goodwill, and comparing it
to the book value of the goodwill. The Company identified its
reporting units and the book and fair values of each and determined
that no impairment in the carrying value of the goodwill in any of the
reporting units existed as at January 1, 2002.
|
| |  |  | In accordance with the new standards, the Company has calculated the
fair value of each reporting unit as at December 31, 2002 and compared
this amount to the reporting units book value and determined that no
impairment of the goodwill exists in any of the Companys reporting
units as at December 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

F-9



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|2. |  | Significant accounting policies (continued):
|-- |  | --------------------------------------------



| |  |  | The following table presents the effect on the December 31, 2000 and
2001 consolidated statements of income as though the Company had
retroactively adopted the change in accounting policy of not amortizing
goodwill:
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                               |  |      |         |      |  |   |          |  
|-------------------------------------------------------------- |  | ---- | ------- | ---- |  | - | -------- | -
|                                                               |  | 2000 |         | 2001
|                                                               |  |      |         |     
|Loss for the year, as reported                                 |  | $    | (15,370 | )    |  | $ | (146,705 | )
|Amortization of goodwill                                       |  |      | 20,489  |      |  |   | 25,518   |  
|                                                               |  |      |         |      |  |   |          |  
|Net income (loss) for the year
before amortization of goodwill |  | $    | 5,119   |      |  | $ | (121,187 | )
|                                                               |  |      |         |      |  |   |          |  
|Basic and diluted loss per share, as reported                  |  | $    | (0.28   | )    |  | $ | (0.82    | )
|Amortization of goodwill                                       |  |      | 0.10    |      |  |   | 0.12     |  
|                                                               |  |      |         |      |  |   |          |  
|Loss per share for the year before
amortization of goodwill    |  | $    | (0.18   | )    |  | $ | (0.70    | )
|                                                               |  |      |         |      |  |   |          |  



| |     |  | For the year ended December 31, 2001, goodwill acquired prior to July
1, 2001 was amortized over a period of 40 years on a straight-line
basis from the date of acquisition.                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (e) |  | Foreign currency translation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |     |  | Long-term debt denominated in U.S. dollars is translated into Canadian
dollars at the period-end rate of exchange or at the hedge rate of
exchange when cross-currency interest rate exchange agreements are in
effect. Effective January 1, 2002, exchange gains or losses on
translating long-term debt are recognized in the consolidated statement
of income as a result of adoption of the amendments to CICA Handbook
Section 1650, Foreign Currency Translation. Previously, foreign
exchange gains and losses on long-term monetary items had been deferred
and amortized over the life of the item.

F-10



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|2. |  | Significant accounting policies (continued):
|-- |  | --------------------------------------------



| |  |  | Upon adoption of the amended standard on January 1, 2002, the 2000 and
2001 consolidated balance sheets and consolidated statements of income
were restated by the following amounts:
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Consolidated balance sheet:                                                                                                                                                          

|                                                                   |  |      |           |  
|------------------------------------------------------------------ |  | ---- | --------- | -
|                                                                   |  | 2001
|                                                                   |  |     
|Total assets, as previously reported                               |  | $    | 3,669,423 |  
|Reduction in deferred foreign exchange                             |  |      | (7,701    | )
|                                                                   |  |      |           |  
|Total assets, as restated                                          |  | $    | 3,661,722 |  
|                                                                   |  |      |           |  
|Total liabilities and shareholders equity,
as previously reported |  | $    | 3,669,423 |  
|Increase in deficit                                                |  |      | (7,701    | )
|                                                                   |  |      |           |  
|Total liabilities and shareholders equity, as restated            |  | $    | 3,661,722 |  
|                                                                   |  |      |           |  



| |  |  | Consolidated statements of income:
| |  |  | ----------------------------------

|                                                                                         |  |      |         |      |  |   |          |  
|---------------------------------------------------------------------------------------- |  | ---- | ------- | ---- |  | - | -------- | -
|                                                                                         |  | 2000 |         | 2001
|                                                                                         |  |      |         |     
|Loss for the year, as previously reported                                                |  | $    | (19,697 | )    |  | $ | (158,316 | )
|Decrease in amortization expense                                                         |  |      | 5,221   |      |  |   | 13,063   |  
|Increase in foreign exchange loss                                                        |  |      | (894    | )    |  |   | (1,452   | )
|                                                                                         |  |      |         |      |  |   |          |  
|Loss for the year, as restated                                                           |  | $    | (15,370 | )    |  | $ | (146,705 | )
|                                                                                         |  |      |         |      |  |   |          |  
|Basic and diluted loss per share for the year,
as previously reported                    |  | $    | (0.30   | )    |  | $ | (0.87    | )
|Restatement, as a result of change in accounting
policy for foreign exchange translation |  |      | 0.02    |      |  |   | 0.05     |  
|                                                                                         |  |      |         |      |  |   |          |  
|Basic and diluted loss per share for the year,
as restated                               |  | $    | (0.28   | )    |  | $ | (0.82    | )
|                                                                                         |  |      |         |      |  |   |          |  

F-11



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|2. |  | Significant accounting policies (continued):
|-- |  | --------------------------------------------



| |     |  | The effect of the adoption of the amended standard was to decrease the
Companys loss for the years ended December 31, 2000 and 2001 by
approximately $4,327,000 and $11,611,000, respectively ($0.02 and $0.05
per share, respectively) and to increase the Companys loss for the
year ended December 31, 2002 by approximately $9,635,000 ($0.04 per
share).                                                                                                                                                                                                                                                          
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (f) |  | Deferred charges:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |     |  | The costs of obtaining bank and other debt financing are deferred and
amortized on a straight-line basis over the effective life of the debt
to which they relate.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |     |  | During the development and pre-operating phases of new products and
businesses, related incremental costs are deferred and amortized on a
straight-line basis over periods up to five years.                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (g) |  | Inventories:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |     |  | Inventories are valued at the lower of cost, on a first-in, first-out
basis, and net realizable value. Video rental inventory, which
includes videocassettes, DVDs and videogames, is depreciated to a
pre-determined residual value. The residual value of the video rental
inventory is recorded as a charge to operating expense on the sale of
the video rental inventory. Depreciation of video rental inventory is
charged to operating expense on a diminishing-balance basis over a
six-month period.                                                                                                           
|
| | (h) |  | Pension benefits:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |     |  | Substantially all of the Companys employees are provided defined
benefit pensions through the RCI Pension Plan. The Company accounts
for its participation in the RCI Pension Plan as a defined contribution
plan and, accordingly, pension expense for the year is recognized for
the contributions required to be made to the RCI Pension Plan in the
year. No contributions were required in the years ended December 31,
2000, 2001 and 2002 and, accordingly, no pension expense was recorded
for any of these years. The Company does not provide its employees
with post-retirement benefits other than pensions.

F-12



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|2. |  | Significant accounting policies (continued):
|-- |  | --------------------------------------------



| | (i) |  | Income taxes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | Future income tax assets and liabilities are recognized for the future
income tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Future income tax assets and
liabilities are measured using enacted or substantively enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. A
valuation allowance is recorded against any future income tax asset if
it is more likely than not that the asset will not be realized. Income
tax expense is the sum of the Companys provision for current income
taxes and the difference between opening and ending balances of future
income tax assets and liabilities.                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (j) |  | Financial instruments:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |     |  | The Company uses derivative financial instruments to manage risks from
fluctuations in exchange rates and interest rates. These instruments
include cross-currency interest rate exchange agreements, interest rate
exchange agreements and, from time to time, foreign exchange option
agreements and foreign exchange forward contracts. All such
instruments are only used for risk management purposes and are
designated as hedges of specific debt instruments. The Company
accounts for these financial instruments as hedges and, as a result,
the carrying values of the financial instruments are not adjusted to
reflect their current market value. The net receipts or payments
arising from financial instruments relating to interest are recognized
in interest expense on an accrual basis. Upon redesignation or
amendment of a derivative financial instrument, the carrying value of
the instrument is adjusted to fair value. If the related debt
instrument that was hedged has been repaid, then the gain or loss is
recorded as a component of the gain or loss on repayment of the debt.
Otherwise, the gain or loss is deferred and amortized over the
remaining life of the original debt instrument.
|
| |     |  | These instruments, that have been entered into by the Company to hedge
exposure to interest rate risk and foreign exchange risk, are
periodically examined by the Company to ensure that the instruments are
highly effective at reducing or modifying interest rate or foreign
exchange risk associated with the hedged item. For those instruments
that do not meet the above criteria, variations in their fair value are
marked-to-market on a current basis in the Companys consolidated
statements of income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

F-13



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|2. |  | Significant accounting policies (continued):
|-- |  | --------------------------------------------



| | (k) |  | Revenue recognition:                                                                                                                                                              
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | The Company earns revenue from several sources. The principal sources
of revenue to the Company and recognition of these revenues for
financial statement purposes are as follows:

| |  |       |  |                                                                                                                                                            
| |  | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (i)   |  | Installation revenues in connection with cable and
internet services are recorded as revenue to the extent of direct
selling costs incurred.               
| |  |       |  |                                                                                                                                                            
| |  | (ii)  |  | Monthly fees in connection with cable and internet
services are recorded as revenue on a pro rata basis over the
month.                                    
| |  |       |  |                                                                                                                                                            
| |  | (iii) |  | Revenue from pay-per-view movies, video rentals and
other transactional sales of products are recorded as revenue as
the services or products are provided.



| |     |  | Unearned revenue includes subscriber deposits and amounts received from
subscribers related to services and subscriptions to be provided in
future periods.                                                                                                                                                                                                                                                                                                                                    
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (l) |  | Subscriber acquisition costs:                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |     |  | The Company expenses commissions and equipment subsidies related to the
acquisition of new cable subscribers upon activation.                                                                                                                                                                                                                                                                                                                                                                  
|
| | (m) |  | Stock-based compensation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |     |  | RCI has a stock option plan for its employees and directors, including
those of the Company. All stock options issued under this plan have an
exercise price equal to the fair market value of the underlying RCI
Class B Non-Voting shares on the date of grant. As a result, the
Company records no compensation expense on the grant of options to the
Companys employees under the plan. Consideration paid by employees on
exercise of stock options is recorded as share capital in RCI.

F-14



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|2. |  | Significant accounting policies (continued):
|-- |  | --------------------------------------------



| |     |  | Effective January 1, 2002, the Company adopted CICA Handbook Section
3870, Stock-Based Compensation and Other Stock-Based Payments, which
establishes standards for the recognition, measurement and disclosure
of stock-based compensation and other stock-based payments made in
exchange for goods and services provided by employees and
non-employees. The standard requires that a fair value-based method of
accounting be applied to all stock-based payments to non-employees and
to employee awards that are direct awards of stock that call for
settlement in cash or other assets or are stock appreciation rights
that call for settlement by the issuance of equity instruments.
However, the new standard permits the Company to continue its existing
policy of recording no compensation cost on the grant of stock options
to employees. Accordingly, no restatement of prior periods was
required as a result of the adoption of the new standard. See note
12(d) for the pro forma disclosure required by this standard.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | RCI has an employee share purchase plan in which the Company
participates. Under the terms of the plan, participating employees
with the Company at the end of the term of the plan, which is usually
one year, receive a bonus based on a percentage of their purchase.
Compensation expense is recognized in connection with the employee
share purchase plan to the extent of the bonus provided to employees
from the market price of the Class B Non-Voting shares of RCI on the
date of issue. Consideration paid by employees on the exercise of
stock options or the purchase of shares is recorded as share capital
and contributed surplus in RCI. The employee share purchase plan is
more fully described in note 12(e).                                                                                                                                                                                                                                                                                                           
|
| | (n) |  | Earnings per share:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |     |  | The Company uses the treasury stock method for calculating diluted
earnings per share. The diluted loss per share calculation considers
the impact of employee stock options and other potentially dilutive
instruments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (o) |  | Use of estimates:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |     |  | The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the year. Actual
results could differ from those estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

F-15



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|2. |  | Significant accounting policies (continued):
|-- |  | --------------------------------------------



| |     |  | The Company has estimated the useful lives of all depreciable assets
and the recoverability of property, plant and equipment, goodwill and
intangible assets using estimates of future cash flows. In addition,
the Company has investments some of which have experienced recent
declines in market valuation. Significant changes in the assumptions
with respect to future business plans could result in impairment of
property, plant and equipment, goodwill or intangible assets. In
addition, continuing declines in market valuations could result in
impairment of these investments.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (p) |  | Recent Canadian accounting pronouncements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

|    |  |                       
|--- |  | ----------------------
|(i) |  | Hedging relationships:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In November 2001, the CICA issued Accounting Guideline 13, Hedging
Relationships (AcG 13), and in November 2002, the CICA amended
the effective date of the guideline. AcG 13 establishes new
criteria for hedge accounting and will apply to all hedging
relationships in effect on or after January 1, 2004. Effective
January 1, 2004, the Company will re-assess all hedging
relationships to determine whether the criteria are met or not and
will apply the new guideline on a prospective basis. To qualify for
hedge accounting, the hedging relationship must be appropriately
documented at the inception of the hedge and there must be
reasonable assurance, both at the inception and throughout the term
of the hedge, that the hedging relationship will be effective.
Effectiveness requires a high correlation of changes in fair values
or cash flows between the hedged item and the hedging item. The
Company plans to comply with the requirements of AcG 13, such that
all of its current hedging relationships will continue to qualify
for hedge accounting when AcG 13 becomes effective.

F-16



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|2. |  | Significant accounting policies (continued):
|-- |  | --------------------------------------------



| | (ii) |  | Impairment or disposal of long-lived assets:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |      |  | In December 2002, the CICA issued Handbook Section 3063, Impairment
of Long-Lived Assets, and revised Section 3475, Disposal of
Long-Lived Assets and Discontinued Operations. Together, these two
Sections supersede the write-down and disposal provisions of Section
3061, Property, Plant and Equipment, as well as Section 3475,
Discontinued Operations. These new standards are consistent with
the U.S. Financial Accounting Standard Boards Statement No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets,
which the Company adopted for U.S. GAAP purposes effective January
1, 2002. Section 3063 amends existing guidance on long-lived asset
impairment measurement and establishes standards for the
recognition, measurement and disclosure of the impairment of
long-lived assets held for use by the Company. It requires that an
impairment loss be recognized when the carrying amount of an asset
to be held and used exceeds the sum of the undiscounted cash flows
expected from its use and disposal; the impairment recognized is
measured as the amount by which the carrying amount of the asset
exceeds its fair value. Revised Section 3475 provides a single
accounting model for long-lived assets to be disposed of by sale.
Revised Section 3475 provides specified criteria for classifying an
asset as held-for-sale and requires assets classified as
held-for-sale to be measured at the lower of their carrying amounts
or fair value, less costs to sell. Revised Section 3475 also
broadens the scope of businesses that qualify for reporting as
discontinued operations to include any disposals of a component of
an entity, which comprises operations and cash flows that can be
clearly distinguished from the remainder of the Company, and changes
the timing of recognizing losses on such operations. The new
standards contained in Section 3063 on the impairment of long-lived
assets held for use are applicable for years beginning on or after
April 1, 2003; however, early application is permitted. The revised
standards contained in Section 3475 on disposal of long-lived assets
and discontinued operations are applicable to disposal activities
initiated by the Companys commitment to a plan on or after May 1,
2003; however, early application is permitted. The Company intends
to adopt these standards as of January 1, 2003. The Company expects
the adoption of these standards will have no material impact on its
financial position, results of operations or cash flows.

F-17



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|2. |  | Significant accounting policies (continued):
|-- |  | --------------------------------------------



| | (iii) |  | Disclosure of guarantees:                                                                                                                                                                                                                                                                                                                                                           
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |       |  | In February 2003, the CICA issued Accounting Guideline 14,
Disclosure of Guarantees (AcG 14). AcG 14 requires certain
disclosures to be made by a guarantor in its interim and annual
financial statements for periods beginning after January 1, 2003.
The Company is currently determining the impact this new requirement
will have on its consolidated financial statements.



|3. |  | Acquisition and divestitures:
|-- |  | -----------------------------



| |     |  | The Company completed the following acquisition and divestitures. The
acquisition has been accounted for by the purchase method and the results
of operations of the acquired business are included in the consolidated
statements of income from the effective date of acquisition. Similarly,
the results of operations of the divested businesses have been excluded
from the consolidated statements of income from the effective dates of
divestiture.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (a) |  | 2000:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |     |  | Effective November 1, 2000, the Company entered into an agreement with
Shaw Communications Inc. (Shaw) to exchange certain cable television
and internet assets. The Company exchanged its existing cable and
internet assets in British Columbia, with approximately 623,000 basic
cable subscribers, for Shaws cable television and internet assets in
southern Ontario and New Brunswick, having approximately 601,000 basic
cable subscribers. The cablesystems exchange was recorded at book
value, with Shaw to pay the Company approximately $3,300 per
incremental basic cable subscriber gained in the exchange plus, subject
to certain adjustments, reimburse the working capital exchanged between
the cablesystems. No gain or loss was recorded in this exchange of
assets, as the transaction was considered to be a non-monetary exchange
of similar productive assets. Cash proceeds received from Shaw
totalled $75,988,000, which includes amounts for incremental basic
cable subscribers transferred in the exchange, interest, net working
capital exchanged and sales taxes (note 13(a)).

F-18



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---

3.     Acquisition and divestitures (continued):



| |  | (b) 2001:
| |  | ---------



| | (i) |  | Acquisition of Rogers Cable Atlantic Inc. (formerly Cable
Atlantic Inc.):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | On February 7, 2001, RCI acquired 100% of the issued and outstanding
shares of Rogers Cable Atlantic Inc. (RCAI) (formerly Cable
Atlantic Inc.), which has cable television systems serving
approximately 75,000 basic subscribers in Newfoundland. On February
12, 2001, the Company acquired from RCI, at RCIs cost, all of the
outstanding shares of RCAI for a total consideration of
$251,499,000, including costs of acquisition, consisting of cash of
$88,856,000, net of cash acquired, and the issuance of 151,800
seventh preferred shares in the amount of $162,643,000 (notes
12(b)(i) and 13(a)).
|
| |     |  | Details of the net assets acquired, at fair value, were as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

| |                                          |  |         |         | 
| | ---------------------------------------- |  | ------- | ------- | 
| | Property, plant and equipment            |  | $       | 42,497  | 
| | Other assets                             |  |         | 10,546  | 
| | Goodwill                                 |  |         | 216,733 | 
| |                                          |  |         |         | 
| |                                          |  | 269,776 |        
| | Accounts payable and accrued liabilities |  |         | 15,400  | 
| | Future income taxes                      |  |         | 2,877   | 
| |                                          |  |         |         | 
| |                                          |  | 18,277  |        
| |                                          |  |         |         | 
| | Total consideration, net of cash         |  | $       | 251,499 | 
| |                                          |  |         |         | 



| | (ii) |  | Sale of Rogers American Cablesystems, Inc.:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |      |  | On November 19, 2001, the Company sold all of the shares of Rogers
American Cablesystems, Inc. (American Cablesystems), a wholly
owned subsidiary, to General Communication Inc. American
Cablesystems wholly owned subsidiary, Rogers Cablesystems of
Alaska, Inc., owned and operated cable systems in Alaska which, at
the time of the sale, served approximately 7,400 basic cable
subscribers. Total cash proceeds on the sale amounted to
$29,366,000, which resulted in a gain on sale of $17,807,000 before
income taxes.

F-19



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---

4.     Property, plant and equipment:



| |  | Details of property, plant and equipment are as follows:
| |  | --------------------------------------------------------

|                                         |  |      |           |       |  |          |           |       |  |   |           |          |  |   |           | 
|---------------------------------------- |  | ---- | --------- | ----- |  | -------- | --------- | ----- |  | - | --------- | -------- |  | - | --------- | 
|                                         |  | 2001 |           | 2002 
|                                         |  |      |           |      
|                                         |  |      |           |       |  | Net book |           |       |  |   |           | Net book
|                                         |  | Cost |           | value |  | Cost     |           | value
|                                         |  |      |           |       |  |          |           |      
|Land and buildings                       |  | $    | 55,898    |       |  | $        | 44,672    |       |  | $ | 60,137    |          |  | $ | 47,019    | 
|Towers and headends                      |  |      | 458,659   |       |  |          | 263,873   |       |  |   | 507,470   |          |  |   | 264,759   | 
|Distribution cable and subscriber
drops  |  |      | 2,738,109 |       |  |          | 1,582,916 |       |  |   | 3,136,545 |          |  |   | 1,785,510 | 
|Converters, modems and
set-top terminals |  |      | 504,480   |       |  |          | 242,271   |       |  |   | 534,201   |          |  |   | 231,171   | 
|Programming and other equipment          |  |      | 72,343    |       |  |          | 22,471    |       |  |   | 79,796    |          |  |   | 24,973    | 
|Computer equipment                       |  |      | 362,519   |       |  |          | 146,642   |       |  |   | 394,331   |          |  |   | 135,629   | 
|Leasehold improvements                   |  |      | 91,582    |       |  |          | 26,979    |       |  |   | 97,246    |          |  |   | 26,449    | 
|Other equipment                          |  |      | 166,078   |       |  |          | 43,801    |       |  |   | 176,865   |          |  |   | 41,337    | 
|                                         |  |      |           |       |  |          |           |       |  |   |           |          |  |   |           | 
|                                         |  | $    | 4,449,668 |       |  | $        | 2,373,625 |       |  | $ | 4,986,591 |          |  | $ | 2,556,847 | 
|                                         |  |      |           |       |  |          |           |       |  |   |           |          |  |   |           | 



| |  | Depreciation expense for the years ended December 31, 2000, 2001 and 2002
amounted to $310,507,000, $389,461,000 and $461,793,000, respectively.                                                                                                                                                                                      
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Property, plant and equipment not yet in service and therefore not
depreciated at December 31, 2001 and 2002 amounted to $253,000,000 and
$113,800,000, respectively.                                                                                                                                                                 
|
| |  | The Company has a significant ongoing PP&E capital expenditure program
including the expansion and improvement of its networks and the provision
of internet and digital services to subscribers. The Company estimates
that its PP&E expenditure program for 2003 will be in the range of
approximately $500,000,000 to $525,000,000.

F-20



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---

5.     Goodwill and other intangible assets:



| |  | (a) Goodwill:
| |  | -------------

|                              |  |      |           |      |  |   |           | 
|----------------------------- |  | ---- | --------- | ---- |  | - | --------- | 
|                              |  | 2001 |           | 2002
|                              |  |      |           |     
|Goodwill                      |  | $    | 1,091,068 |      |  | $ | 1,091,068 | 
|Less accumulated amortization |  |      | 164,623   |      |  |   | 164,623   | 
|                              |  |      |           |      |  |   |           | 
|                              |  | $    | 926,445   |      |  | $ | 926,445   | 
|                              |  |      |           |      |  |   |           | 



| |  |  | Amortization of goodwill for the years ended December 31, 2000, 2001
and 2002 amounted to $20,489,000, $25,518,000 and nil, respectively.
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  | (b) Other intangible assets:
| |  | ----------------------------

|                              |  |      |       |      |  |   |       | 
|----------------------------- |  | ---- | ----- | ---- |  | - | ----- | 
|                              |  | 2001 |       | 2002
|                              |  |      |       |     
|Subscribers                   |  | $    | 5,200 |      |  | $ | 5,200 | 
|Less accumulated amortization |  |      | 3,640 |      |  |   | 4,160 | 
|                              |  |      |       |      |  |   |       | 
|                              |  | $    | 1,560 |      |  | $ | 1,040 | 
|                              |  |      |       |      |  |   |       | 



| |  |  | Subscribers are being amortized on a straight-line basis over 10 years.
Amortization of subscribers for the years ended December 31, 2000,
2001 and 2002 amounted to $520,000 per annum.
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-21



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---

6.     Investments:

|                                               |                                           |              |         |         |  |             |        |        |       |       |        |        |         |       |         |        |   |        |       |  |         |   |         |  |  | 
|---------------------------------------------- | ----------------------------------------- | ------------ | ------- | ------- |  | ----------- | ------ | ------ | ----- | ----- | ------ | ------ | ------- | ----- | ------- | ------ | - | ------ | ----- |  | ------- | - | ------- |  |  | 
|                                               |                                           |              |         |         |  |             |        |        |       |       |        |        | 2001    |       | 2002   
|                                               |                                           |              |         |         |  |             |        |        |       |       |        |        |         |      
|                                               |                                           |              |         |         |  |             |        |        |       |       |        | Quoted |         |       |         |        |   | Quoted |       |  |         |  
|                                               |                                           |              |         |         |  |             |        |        |       |       |        | market |         | Book  |         | market |   | Book  
|                                               |                                           |              |         | Number  |  | Description |        | value  |       | value |        | value  |         | value
|                                               |                                           |              |         |         |  |             |        |        |       |       |        |        |         |      
|Publicly traded companies:                     |                                           |              |         |         |  |             |        |        |       |       |        |        |         |       |         |        |   |        |       |  |         |   |         | 
|                                               | Liberate Technologies Inc.                |              |         | 220,222 |  |             | Common |        |       |       |        |        |         |       |         |        |   |        |       |  |         |   |        
|                                               |                                           | (Liberate) |         |         |  |             |        | shares |       | $     | 3,793  |        |         | $     | 11,631  |        |   | $      | 495   |  |         | $ | 495     | 
|                                               |                                           |              | 200,000 |         |  | Warrants    |        |        | 1,374 |       |        |        | -      |       |         |        |  |        |       |  | -      |  
|                                               | Terayon Communication
Systems, Inc.       |              |         | 580,000 |  |             | Common |        |       |       |        |        |         |       |         |        |   |        |       |  |         |   |        
|                                               |                                           | (Terayon)  |         |         |  |             |        | shares |       |       | 7,197  |        |         |       | 1       |        |   |        | 1,878 |  |         |   | 1       | 
|                                               |                                           |              |         |         |  |             |        |        |       |       |        |        |         |       |         |        |   |        |       |  |         |   |         | 
|                                               |                                           |              |         |         |  |             |        |        |       | $     | 12,364 |        |         |       | 11,632  |        |   | $      | 2,373 |  |         |   | 496     | 
|                                               |                                           |              |         |         |  |             |        |        |       |       |        |        |         |       |         |        |   |        |       |  |         |   |         | 
|Affiliated companies:                          |                                           |              |         |         |  |             |        |        |       |       |        |        |         |       |         |        |   |        |       |  |         |   |         | 
|                                               | Rogers Cable Investments
Limited (RCIL) |              |         | 100,000 |  |             | First  |        |       |       |        |        |         |       |         |        |   |        |       |  |         |   |        
|                                               |                                           |              |         |         |  | Preferred   |        |        |       |       |        |        |         |       |         |        |   |        |       |  |         |  
|                                               |                                           |              |         |         |  | shares      |        |        |       |       |        |        | 100,000 |       |         |        |   |        |       |  | 100,000 |  
|Other investments, at cost, net
of write-downs |                                           |              |         |         |  |             |        |        |       |       |        |        |         |       | 303     |        |   |        |       |  |         |   | 303     | 
|                                               |                                           |              |         |         |  |             |        |        |       |       |        |        |         |       |         |        |   |        |       |  |         |   |         | 
|                                               |                                           |              |         |         |  |             |        |        |       |       |        |        |         | $     | 111,935 |        |   |        |       |  |         | $ | 100,799 | 
|                                               |                                           |              |         |         |  |             |        |        |       |       |        |        |         |       |         |        |   |        |       |  |         |   |         | 



|(a) |  | Publicly traded companies:
|--- |  | --------------------------



| | (i)  |  | In 2000, RCI transferred 2,000,000 common shares of
Terayon to the Company. The transaction was valued at a nominal
amount which represented RCIs carrying value of the investment in
Terayon. In consideration for the sale of the shares, the Company
issued 306,904 fourth preferred shares to RCI (note 12(a)(ii)).
In 2000, the Company sold 450,000 common shares of Terayon for
proceeds and a gain on sale of $30,891,000 before income taxes.
In 2001, the Company sold 970,000 common shares of Terayon for
proceeds and a gain on sale of $16,195,000 before income taxes.
| | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | In 2002, the Company wrote down its investment in
Liberate by $11,136,000 due to a decline in the quoted market
value that was considered to be other than temporary.                                                                                                                                                                                                                                                                                                                                                                                                                 

F-22



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---

6.     Investments (continued):



| |  | (b) Affiliated companies:
| |  | -------------------------



| | (i)  |  | In March 2000, RCI transferred 4,070,422 common shares of
Canadian Satellite Communications Inc. (Cancom) to the Company
in exchange for 95,654 fifth preferred shares of RCAB. The
transaction was valued at $95,655,000 (note 12(a)(i)). The
Company subsequently sold the 4,070,422 common shares of Cancom to
Shaw and received a demand non-interest bearing promissory note as
consideration. This demand non-interest bearing promissory note
was then assigned to RCI as consideration for the redemption of
the 95,654 fifth preferred shares of the Company. This
transaction utilized available tax losses of approximately
$42,746,000, the benefit of which had previously been recorded at
a value of $18,637,000. The utilization of these losses has been
recorded as a distribution to RCI.
| | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | The first preferred shares of RCIL entitle the Company to
dividends at the bank prime rate plus 1.25% per annum, payable
quarterly. RCIL is an affiliate of the Company and a wholly-owned
subsidiary of RCI. Dividends earned from RCIL for the years ended
December 31, 2000, 2001 and 2002 amounted to $39,380,000,
$32,228,000 and $5,447,000, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |      |  | The investment in the first preferred shares of RCIL was completed
in connection with transactions that have the effect of transferring
tax losses of the Company to subsidiaries of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |      |  | During 2001, the redemption of 363,000 first preferred shares of
RCIL, held by the Company valued at $363,000,000, were offset by the
redemption of 363,000 of its first preferred shares held by RCIL
(note 12(b)(ii)). This reduced the investment held by the Company
in the first preferred shares of RCIL to $100,000,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

F-23



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---

6.     Investments (continued):

| |  |  |  |  |  |  |  |  |  |  |  | 
| |  |  |  |  |  |  |  |  |  |  |  | 



| | (iii) |  | In July 2002, 610829 British Columbia Ltd. (610 Ltd.),
a wholly-owned subsidiary company of RCI, transferred 19,328,795
Deposit Receipts of AT&T Canada Inc., a public company (DRs) to
the Company in exchange for 1,000,000 eighth preferred shares.
The transaction was valued at $934,692,000, representing the fair
market value of these DRs based upon the quoted market value of
the DRs at the time of transfer. The Company subsequently sold
the DRs to 610 Ltd. and received 1,000,000 first preferred shares
of 610 Ltd. The eighth preferred shares of the Company were
redeemed for a demand promissory note payable to 610 Ltd.
Following these transfers, the first preferred shares of 610 Ltd.
were redeemed and the Company received a demand promissory note
receivable from 610 Ltd. The note receivable from 610 Ltd. was
then satisfied by the set off against the demand promissory note
payable to 610 Ltd. (note 12(c)(i)).
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |       |  | This transaction utilized available tax losses of the Company of
approximately $413,786,000, the benefit of which had previously been
recorded at a value of $124,600,000. For accounting purposes, the
utilization of these losses has been recorded as a distribution to
610 Ltd. (note 15).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



| |  | (c) Other investments:                                                                                                                    
| |  | ------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | In 2001, the Company wrote down other investments by $26,000,000 due to
a decline in value that was considered to be other than temporary.

7.     Deferred charges:

|                    |  |      |        |      |  |   |        | 
|------------------- |  | ---- | ------ | ---- |  | - | ------ | 
|                    |  | 2001 |        | 2002
|                    |  |      |        |     
|Financing costs     |  | $    | 18,090 |      |  | $ | 34,225 | 
|Pre-operating costs |  |      | 25,237 |      |  |   | 15,838 | 
|Other               |  |      | 3,824  |      |  |   |       | 
|                    |  |      |        |      |  |   |        | 
|                    |  | $    | 47,151 |      |  | $ | 50,063 | 
|                    |  |      |        |      |  |   |        | 



| |  | Amortization of deferred charges for the years ended December 31, 2000,
2001 and 2002 amounted to $18,092,000, $18,878,000 and $21,911,000,
respectively. Accumulated amortization as at December 31, 2001 and 2002
amounted to $57,660,000 and $31,846,000, respectively.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-24



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---

7.     Deferred charges (continued):



| |  | In connection with the repayment of certain long-term debt in 2002, the
Company wrote-off the carrying value of cross-currency interest rate
exchange agreements relating to the debt of $2,290,000 and deferred
financing costs of $2,268,000 (note 10(l)).
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8.     Other assets:

|                                                                                                                                                                                             |  |      |        |      |  |   |        | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------ | ---- |  | - | ------ | 
|                                                                                                                                                                                             |  | 2001 |        | 2002
|                                                                                                                                                                                             |  |      |        |     
|Amounts receivable from employees under RCI
share purchase plans, including $263 and $83 at
December 31, 2001 and 2002, respectively, from
officers, secured by the underlying shares of RCI |  | $    | 3,463  |      |  | $ | 2,976  | 
|Mortgages and loans receivable, including $2,585
and $1,164 at December 31, 2001 and 2002,
respectively, from officers                                                                       |  |      | 5,354  |      |  |   | 3,277  | 
|Inventories                                                                                                                                                                                  |  |      | 39,272 |      |  |   | 26,611 | 
|Video rental inventory                                                                                                                                                                       |  |      | 30,778 |      |  |   | 33,557 | 
|Prepaid expenses and other assets                                                                                                                                                            |  |      | 10,774 |      |  |   | 9,851  | 
|                                                                                                                                                                                             |  |      |        |      |  |   |        | 
|                                                                                                                                                                                             |  | $    | 89,641 |      |  | $ | 76,272 | 
|                                                                                                                                                                                             |  |      |        |      |  |   |        | 

9.     Consolidated statements of cash flows supplemental information:



| |  | (a) Change in non-cash working capital items:
| |  | ---------------------------------------------

|                                         |  |      |         |      |  |      |         |   |  |   |         |  
|---------------------------------------- |  | ---- | ------- | ---- |  | ---- | ------- | - |  | - | ------- | -
|                                         |  | 2000 |         | 2001 |  | 2002
|                                         |  |      |         |      |  |     
|Accounts receivable                      |  | $    | (27,219 | )    |  | $    | 1,446   |   |  | $ | 12,842  |  
|Accounts payable and
accrued liabilities |  |      | 91,188  |      |  |      | 12,246  |   |  |   | (81,004 | )
|Unearned revenue                         |  |      | 15,011  |      |  |      | (17,845 | ) |  |   | 7,976   |  
|Other assets                             |  |      | (61,068 | )    |  |      | 46,787  |   |  |   | 16,148  |  
|Due to parent and affiliated
companies   |  |      | 17,197  |      |  |      | (4,160  | ) |  |   | (11,124 | )
|                                         |  |      |         |      |  |      |         |   |  |   |         |  
|                                         |  | $    | 35,109  |      |  | $    | 38,474  |   |  | $ | (55,162 | )
|                                         |  |      |         |      |  |      |         |   |  |   |         |  

F-25



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---

9.     Consolidated statements of cash flows supplemental information (continued):



| |  | (b) Supplemental cash flow information:
| |  | ---------------------------------------

|                  |  |      |         |      |  |      |         |  |  |   |         | 
|----------------- |  | ---- | ------- | ---- |  | ---- | ------- |  |  | - | ------- | 
|                  |  | 2000 |         | 2001 |  | 2002
|                  |  |      |         |      |  |     
|Interest paid     |  | $    | 145,310 |      |  | $    | 166,430 |  |  | $ | 192,740 | 
|Income taxes paid |  |      | 4,789   |      |  |      | 5,314   |  |  |   | 6,515   | 
|                  |  |      |         |      |  |      |         |  |  |   |         | 



| |  | (c) Supplemental disclosure of non-cash financing and investing
activities:
| |  | ---------------------------------------------------------------------------

|                                                                                                                                   |  |      |         |      |  |      |          |   |  |   |          |  
|---------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | ---- |  | ---- | -------- | - |  | - | -------- | -
|                                                                                                                                   |  | 2000 |         | 2001 |  | 2002
|                                                                                                                                   |  |      |         |      |  |     
|Distribution to 610 Ltd. on sale of
investment in AT&T Deposit
Receipts (note 6(b)(iii))                                           |  | $    |        |      |  | $    |         |   |  | $ | (124,600 | )
|Seventh preferred shares issued in
consideration for acquisition of
RCAI (note 3(b)(i))                                            |  |      |        |      |  |      | 162,643  |   |  |   |         |  
|Redemption of first preferred shares
held by RCIL (note 6(b)(ii))                                                                  |  |      |        |      |  |      | (363,000 | ) |  |   |         |  
|Conversion of notes payable and
accrued and unpaid interest on the
notes payable to RCI to Class B
common shares (note 12(a)(iii)) |  |      | 632,100 |      |  |      |         |   |  |   |         |  
|Fifth preferred shares issued to RCI
in consideration for acquisition of
investment in Cancom (note 6(b)(i))                       |  |      | 95,655  |      |  |      |         |   |  |   |         |  
|Promissory note receivable from sale
of investment in Cancom (note 6(b)(i))                                                        |  |      | 95,655  |      |  |      |         |   |  |   |         |  
|Redemption of fifth preferred shares
through the assignment of the
promissory note receivable to RCI
(note 6(b)(i))                |  |      | 95,655  |      |  |      |         |   |  |   |         |  
|Distribution to RCI on sale of
investment in Cancom (note 6(b)(i))                                                                 |  |      | (18,637 | )    |  |      |         |   |  |   |         |  
|Fourth preferred shares issued to
RCI in consideration for acquisition
of investment in Terayon (note 6(a)(i))                     |  |      | 1       |      |  |      |         |   |  |   |         |  
|                                                                                                                                   |  |      |         |      |  |      |          |   |  |   |          |  



| |  | As further described in notes 6(b)(iii) and 12(c)(i), in 2002, the
Company completed a series of non-cash transactions with a subsidiary
of RCI.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------

F-26



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---

10.     Long-term debt:

|                                 |  |                                |         |          |        |               |           |      |         |      |           |  |         |  |  | 
|-------------------------------- |  | ------------------------------ | ------- | -------- | ------ | ------------- | --------- | ---- | ------- | ---- | --------- |  | ------- |  |  | 
|                                 |  |                                |         |          |        | Interest rate |           | 2001 |         | 2002
|                                 |  |                                |         |          |        |               |           |      |         |     
|(a)                              |  | Bank credit facilities         |         | Floating |        | $             |          |      |         | $    | 37,000    | 
|(b)                              |  | Senior Secured Second Priority |         |          |        |               |           |      |         |      |           |  |         | 
|                                 |  | Notes, due 2002                |         |          | 9-5/8  | %             |           |      | 116,389 |      |           |  |        | 
|(c)                              |  | Senior Secured Notes, due 2002 |         | Floating |        |               | 300,000   |      |         |      |          | 
|(d)                              |  | Senior Secured Second Priority |         |          |        |               |           |      |         |      |           |  |         | 
|                                 |  | Notes, due 2005                |         |          | 10     | %             |           |      | 412,894 |      |           |  | 412,789 | 
|(e)                              |  | Senior Secured Second Priority |         |          |        |               |           |      |         |      |           |  |         | 
|                                 |  | Notes, due 2007                |         |          | 7.60   | %             |           |      |        |      |           |  | 450,000 | 
|(f)                              |  | Senior Secured Second Priority |         |          |        |               |           |      |         |      |           |  |         | 
|                                 |  | Debentures, due 2007           |         |          | 10     | %             |           |      | 146,223 |      |           |  | 118,167 | 
|(g)                              |  | Senior Secured Second Priority |         |          |        |               |           |      |         |      |           |  |         | 
|                                 |  | Notes, due 2012                |         |          | 7.875  | %             |           |      |        |      |           |  | 547,430 | 
|(h)                              |  | Senior Secured Second Priority |         |          |        |               |           |      |         |      |           |  |         | 
|                                 |  | Debentures, due 2012           |         |          | 10-1/8 | %             |           |      | 172,867 |      |           |  |        | 
|(i)                              |  | Senior Secured Second Priority |         |          |        |               |           |      |         |      |           |  |         | 
|                                 |  | Debentures, due 2014           |         |          | 9.65   | %             |           |      | 300,000 |      |           |  | 300,000 | 
|(j)                              |  | Senior Secured Second Priority |         |          |        |               |           |      |         |      |           |  |         | 
|                                 |  | Debentures, due 2032           |         |          | 8.75   | %             |           |      |        |      |           |  | 312,700 | 
|(k)                              |  | Senior Subordinated Guaranteed |         |          |        |               |           |      |         |      |           |  |         | 
|                                 |  | Debentures, due 2015           |         |          | 11     | %             |           |      | 164,968 |      |           |  | 171,406 | 
|Obligations under
capital leases |  |                                | Various |          |        |               | 3,802     |      |         |      | 3,563     | 
|                                 |  |                                |         |          |        |               |           |      |         |     
|                                 |  |                                |         |          |        | $             | 1,617,143 |      |         | $    | 2,353,055 | 
|                                 |  |                                |         |          |        |               |           |      |         |     

Further details of long-term debt are as follows:

The Companys bank credit facilities described in (a)(i) below were
replaced effective January 31, 2002 with a new amended and restated bank
credit facility described in (a)(ii) below:



|(a) |  | Bank credit facilities:
|--- |  | -----------------------



| | (i) |  | No amounts were outstanding at December 31, 2001 under a
bank loan agreement which provided for two separate credit
facilities: (a) a senior secured reducing/revolving credit
facility (the Tranche A Credit Facility) of up to $510,600,000
and (b) a senior secured reducing/revolving credit facility (the
Tranche B Credit Facility) of up to $4,255,000 (collectively,
the Bank Facilities).
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-27



---



##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---

10.     Long-term debt (continued):



| |  | The Bank Facilities required, among other things, that the Company
satisfy certain financial covenants, including the maintenance of
certain financial ratios. The interest rates charged on the Bank
Facilities ranged from nil to 2.25% per annum over the bank prime
rate or base rate or 0.75% to 3.00% per annum over the bankers
acceptance rate or London Inter-Bank Offered Rate (LIBOR).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The Bank Facilities were secured by the pledge of a senior bond
issued under a deed of trust which was secured by substantially all
of the assets of the Company and the majority of the Companys
wholly-owned subsidiary companies, subject to certain exceptions and
prior liens. In addition, under the terms of an inter-creditor
agreement, the proceeds of any enforcement of the security under the
deed of trust would be applied first to repay any obligations
outstanding under the Tranche A Credit Facility. Additional
proceeds would be applied pro rata to repay all other obligations of
the Company secured by senior bonds, including the Tranche B Credit
Facility and the Companys senior secured notes and debentures.                                                                                                                                                                                                                                                                                                                                                   
|
| |  | In addition, RCI agreed to provide a guarantee of the Bank
Facilities, with recourse limited to the pledge of shares of Rogers
Wireless Communications Inc. (RWCI) or other marketable securities
having a value of at least $200,000,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | (ii) Effective January 31, 2002, the Company entered into a
new amended and restated bank credit facility (the New Bank
Credit Facility) providing up to $1,075.0 million. This New Bank
Credit Facility replaced the Bank Facilities described above. At
December 31, 2002, $37,000,000 was outstanding under the New Bank
Credit Facility. The New Bank Credit Facility provides for two
separate facilities: (a) a $600,000,000 senior secured revolving
credit facility (the New Tranche A Credit Facility) which will
mature on January 2, 2009, and (b) a $475,000,000 senior secured
reducing/revolving credit facility (the New Tranche B Credit
Facility) which is subject to reduction on an annual basis and is
scheduled to reduce to nil on January 2, 2009, as outlined below.
The Companys obligations under the New Bank Credit Facility are
secured by a bond issued under a deed of trust in the same manner
as the previous Bank Facilities. Upon cancellation of the
Companys previous Bank Facilities, the RCI guarantee and pledge
of shares of RWCI were released.

F-28



---



##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|10. |  | Long-term debt (continued):
|--- |  | ---------------------------



| |  |  | The New Tranche B Credit Facility is available on a
reducing/revolving basis, with the schedule of reduction being as
follows:
| |  |  | ------------------------------------------------------------------------------------------------------------------------------

| |  |                          |      |              |  |           |         | 
| |  | ------------------------ | ---- | ------------ |  | --------- | ------- | 
| |  |                          |      |              |  | Reduction
| |  | Date of reduction (or *) |      | at each date
| |  |                          |      |             
| |  | On January 2:            |      |              |  |          
| |  |                          | 2006 |              |  | $         | 118,750 | 
| |  |                          | 2007 |              |  |           | 118,750 | 
| |  |                          | 2008 |              |  |           | 118,750 | 
| |  |                          | 2009 |              |  |           | 118,750 | 
| |  |                          |      |              |  |           |         | 



---

| |  | (*) The New Tranche B Credit Facility will mature as
described above unless previously terminated on March 14, 2005
if the Companys 10% Senior Secured Second Priority Notes due
2005 are not repaid, by refinancing or otherwise, on or prior
to October 14, 2004, or on November 30, 2007 if the Companys
10% Senior Secured Second Priority Debentures due 2007 are not
repaid, by refinancing or otherwise, on or prior to June 30,
2007.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The New Bank Credit Facility requires, among other things, that the
Company satisfy certain financial covenants, including the
maintenance of certain financial ratios. The interest rate charged
on the New Bank Credit Facility ranges from nil to 2.25% per annum
over the bank prime rate or base rate or 0.875% to 3.25% per annum
over the bankers acceptance rate or LIBOR.
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) |  | Senior Secured Second Priority Notes, due 2002:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The Companys U.S. $98,103,000 Senior Secured Second Priority Notes
were repaid during 2002, of which U.S. $36,402,000 principal amount was
repurchased on April 30, 2002 and the balance was repaid at maturity on
August 1, 2002 (note 10(l)).                                                                                                                                                                                                                                                                                                
|   
|(c) |  | Senior Secured Notes, due 2002:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    |  | The Companys $300,000,000 Senior Secured floating rate notes were
issued on November 21, 2000. In June 2001, the Company entered into an
amending agreement extending the maturity date of the notes by six
months to November 21, 2002. The interest rate charged on the notes
ranged from 1.25% to 3.75% per annum over the bankers acceptance rate.
These notes were prepaid in full in February 2002 with a portion of
the net proceeds received on the issuance of the 7.60% Senior Secured
Second Priority Notes, due 2007 (note 10(e)).

F-29



---



##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---

10.     Long-term debt (continued):



| | (d) |  | Senior Secured Second Priority Notes, due 2005:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | The Companys U.S. $291,533,000 Senior Secured Second Priority Notes
mature on March 15, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (e) |  | Senior Secured Second Priority Notes, due 2007:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |     |  | On February 5, 2002, the Company issued $450,000,000 7.60% Senior
Secured Second Priority Notes due on February 6, 2007. The notes are
redeemable at the option of the Company, in whole or in part, at any
time with at least 30 days and not more than 60 days prior notice
subject to a certain prepayment premium.                                                                                                                                                                                                                                                               
|
| | (f) |  | Senior Secured Second Priority Debentures, due 2007:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |     |  | The Companys U.S. $110,775,000 at December 31, 2001 and U.S.
$74,808,000 at December 31, 2002 Senior Secured Second Priority
Debentures mature on December 1, 2007. During 2002, the Company
repurchased U.S. $35,967,000 principal amount of the debentures (note
10(l)). The debentures are redeemable at the option of the Company, in
whole or in part, at any time on or after December 1, 2002, at 105% of
the principal amount, declining rateably to 100% of the principal
amount on or after December 1, 2005, plus, in each case, interest
accrued to the redemption date.
|
| | (g) |  | Senior Secured Second Priority Notes, due 2012:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |     |  | On April 30, 2002, the Company issued U.S. $350,000,000 7.875% Senior
Secured Second Priority Notes due on May 1, 2012. The notes are
redeemable at the option of the Company, in whole or in part, at any
time with at least 30 days and not more than 60 days prior notice
subject to a certain prepayment premium.                                                                                                                                                                                                                                                                

F-30



---



##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---

10.     Long-term debt (continued):



| | (h) |  | Senior Secured Second Priority Debentures, due 2012:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | The Companys U.S. $134,785,000 Senior Secured Second Priority
Debentures were scheduled to mature on September 1, 2012. During 2002,
U.S. $110,186,000 principal amount was repurchased with the balance of
U.S. $24,599,000 being redeemed on September 3, 2002 (note 10(l)). The
debentures were redeemable at the option of the Company, in whole or in
part, at any time on or after September 1, 2002, at 104% of the
principal amount, declining rateably to 100% of the principal amount on
or after September 1, 2006, plus, in each case, interest accrued to the
redemption date.
|
| | (i) |  | Senior Secured Second Priority Debentures, due 2014:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |     |  | The Companys $300,000,000 Senior Secured Second Priority Debentures
mature on January 15, 2014. The debentures are redeemable at the
option of the Company, in whole or in part, at any time on or after
January 15, 2004, at 104.825% of the principal amount, declining
rateably to 100% of the principal amount on or after January 15, 2008,
plus, in each case, interest accrued to the redemption date.                                                                                                                                                                              
|
| | (j) |  | Senior Secured Second Priority Debentures, due 2032:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |     |  | On April 30, 2002, the Company issued U.S. $200,000,000 8.75% Senior
Secured Second Priority Debentures due on May 1, 2032. The debentures
are redeemable at the option of the Company, in whole or in part, at
any time with at least 30 days and not more than 60 days prior notice
subject to a certain prepayment premium.                                                                                                                                                                                                                                                              

Each of the Companys senior secured notes and debentures described above
is secured by the pledge of a senior bond which is secured by the same
security as the security for the New Bank Credit Facility described in note
10(a)(ii) above and rank equally in regard to the proceeds of any
enforcement of security with the New Tranche B Credit Facility.

F-31



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---

10.     Long-term debt (continued):



| | (k) |  | Senior Subordinated Guaranteed Debentures, due 2015:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | The Companys U.S. $125,000,000 at December 31, 2001 and U.S.
$113,675,000 at December 31, 2002 Senior Subordinated Guaranteed
Debentures mature on December 1, 2015. During 2002, the Company
repurchased U.S. $11,325,000 principal amount of the debentures (note
10(l)). The subordinated debentures are redeemable at the option of
the Company, in whole or in part, at any time on or after December 1,
2005, at 105.5% of the principal amount, declining rateably to 100% of
the principal amount on or after December 1, 2009 plus, in each case,
interest accrued to the redemption date. The subordinated debentures
are subordinated in right of payment to all existing and future senior
indebtedness of the Company (including the New Bank Credit Facility and
the senior secured notes and debentures) and are not secured by the
pledge of a senior bond.

Interest is paid semi-annually on all of the Companys notes and
debentures.



| | (l) |  | Debt repayment:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | During 2002, an aggregate of U.S. $411,045,000 notional amount of
cross-currency interest rate exchange agreements were terminated either
by unwinding or maturity, resulting in total net cash proceeds of
$141,380,000. The Company used these proceeds to assist in the
repurchase or redemption of an aggregate of U.S. $280,180,000 principal
amount of notes and debentures as reflected in the reduction of
outstanding long-term debt in note 10(b), (f), (h) and (k). As a
result, the Company recorded a gain on the unwinding and maturity of
cross-currency interest rate exchange agreements of $3,161,000, paid a
prepayment premium of $21,773,000 and wrote off deferred financing
costs of $2,268,000, resulting in a net loss on the repayment of
long-term debt of $20,880,000.
|
| | (m) |  | Hedging agreements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |     |  | The hedging position described below reflects the year-to-date changes
in U.S. dollar denominated long-term debt and cross-currency interest
rate exchange agreements described in note 10(l).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

F-32



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---

10.     Long-term debt (continued):



| | (i)  |  | At December 31, 2001 and 2002, total U.S. dollar
denominated long-term debt amounted to U.S. $760,196,000 and U.S.
$1,030,016,000, respectively. The Company has entered into
several cross-currency interest rate exchange agreements in order
to reduce the Companys exposure to changes in the exchange rate
of the U.S. dollar as compared to the Canadian dollar. At
December 31, 2001 and 2002, U.S. $744,482,000 and $883,437,000, or
97.8% and 85.8%, respectively, is hedged through cross-currency
interest rate exchange agreements at an average rate at December
31, 2001 and 2002 of Cdn. $1.3275 and Cdn. $1.5066, respectively,
to U.S. $1.00.
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | The cross-currency interest rate exchange agreements have
the effect of: converting the interest rate on U.S. $883,437,000
of long-term debt from an average U.S. dollar fixed interest rate
of 8.875% per annum to an average Canadian dollar fixed interest
rate of 9.735% per annum on $1,330,955,000. In addition, the
Company assumed an interest rate exchange agreement upon
completion of an acquisition during 2001 that has the effect of
converting $30,000,000 of floating rate obligations of the Company
to a fixed interest rate of 7.72% per annum.                                                                                            
|
| |      |  | The total long-term debt at fixed interest rates at December 31,
2001 and 2002 was $829,653,000 and $2,346,055,000, respectively, or
51.3% and 99.7%, respectively, of total long-term debt.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |      |  | The Companys effective weighted average interest rate on all
long-term debt as at December 31, 2001 and 2002, including the
effect of the interest exchange agreements and cross-currency
interest rate exchange agreements, was 8.36% and 9.39%,
respectively.                                                                                                                                                                                                                                                                                                                                                                                               
|
| |      |  | The obligations of the Company to the counterparties under these
cross-currency interest rate exchange agreements and interest
exchange agreements are secured by a pledge of certain senior bonds,
each of which is secured by the same security as the security for
the New Bank Credit Facility and the senior secured notes and
debentures described above.                                                                                                                                                                                                                                                                                                

F-33



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|10. |  | Long-term debt (continued):
|--- |  | ---------------------------



| | (n) |  | Principal repayments:                                                                                                                                                              
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | At December 31, 2002, principal repayments due within each of the next
five years and in total thereafter on all long-term debt pursuant to
their contractual terms are as follows:

|           |  |   |           |  |  |  |  | 
|---------- |  | - | --------- |  |  |  |  | 
|2003       |  | $ | 2,854     | 
|2004       |  |   | 26        | 
|2005       |  |   | 412,815   | 
|2006       |  |   | 657       | 
|2007       |  |   | 568,167   | 
|           |  |   | 984,519   | 
|           |  |   |           | 
|Thereafter |  |   | 1,368,536 | 
|           |  |   |           | 
|           |  | $ | 2,353,055 | 
|           |  |   |           | 



|    |  | The provisions of the long-term debt agreements described above impose, in
most instances, restrictions on the operations and activities of the
Company. Generally, the most significant of these restrictions are debt
incurrence and maintenance tests, restrictions upon additional investments,
sales of assets and payment of dividends. At December 31, 2002, the
Company is in compliance with all terms of the long-term debt agreements.
In addition, the repayment dates of certain debt agreements may be
accelerated if there is a change in control of the Company.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|11. |  | Notes payable to Rogers Communications Inc.:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

|                                                                                                                                                                                 |  |      |         |      |  |   |         | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | ---- |  | - | ------- | 
|                                                                                                                                                                                 |  | 2001 |         | 2002
|                                                                                                                                                                                 |  |      |         |     
|Intercompany subordinated demand promissory notes
payable to RCI, unsecured, bearing interest at
December 31, 2001 and 2002 at 6.25% per annum
and 5.00% per annum, respectively |  | $    | 485,600 |      |  | $ | 204,500 | 
|                                                                                                                                                                                 |  |      |         |      |  |   |         | 

During 2000, the Company issued $724,095,000 in intercompany subordinated
demand promissory notes payable to RCI, bearing interest at 9% per annum
and repaid $641,995,000 of these notes during the same period.

F-34



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---

11.     Notes payable to Rogers Communications Inc. (continued):



| |  | During 2000, the Company converted $632,100,000 of intercompany
subordinated demand promissory notes bearing interest at 9% per annum into
33,198,529 Class B common shares of the Company (note 12(a)(iii)).                                                                                                                                                                                                             
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | During 2001, the Company issued $981,000,000 in intercompany subordinated
demand promissory notes payable to RCI, of which the interest rate on
$495,400,000 of the notes was 9% per annum and the interest rate on
$485,600,000 of the notes was at 6.25% per annum. During 2001, the Company
repaid $495,400,000 of these notes.                                                                                        
|
| |  | During 2002, the Company issued $216,500,000 in intercompany subordinated
demand promissory notes payable to RCI at an interest rate of 5.00% per
annum. During 2002, the Company repaid $12,000,000 of these notes. The
Company also repaid during 2002, $485,600,000 of the intercompany
subordinated demand promissory notes payable at an interest rate of 6.25%
per annum that were outstanding at December 31, 2001.
|
| |  | The demand promissory notes payable to RCI are subordinated to the bank
indebtedness and other long-term debt, with the exception of obligations
under capital leases.                                                                                                                                                                                                                                                    

F-35



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---

12.     Shareholders equity:

|                    |             |                                                                                                                          |            |      |           |      |            |   |           | 
|------------------- | ----------- | ------------------------------------------------------------------------------------------------------------------------ | ---------- | ---- | --------- | ---- | ---------- | - | --------- | 
|                    |             |                                                                                                                          |            | 2001 |           | 2002
|                    |             |                                                                                                                          |            |      |           |     
|Capital stock:      |             |                                                                                                                          |            |      |           |      |            |  
|                    | Authorized: |                                                                                                                          |            |      |           |      |            |   |          
|                    |             | Unlimited Class A common shares, voting                                                                                  |            |      |           |      |            |   |           | 
|                    |             | Unlimited Class B common shares, voting                                                                                  |            |      |           |      |            |   |           | 
|                    |             | 100,000,000 Class B preferred shares                                                                                     |            |      |           |      |            |   |           | 
|                    |             | Unlimited
prime plus 1.25%, cumulative, first
preferred shares, redeemable at $1,000 per share                           |            |      |           |      |            |   |           | 
|                    |             | Unlimited
9.625%, cumulative, third preferred shares,
redeemable at $1,000 per share                                     |            |      |           |      |            |   |           | 
|                    |             | Unlimited
9.65%, non-cumulative, fourth preferred
shares, redeemable at $1,000 per share                                 |            |      |           |      |            |   |           | 
|                    |             | Unlimited
9.7%, non-cumulative, fifth preferred
shares, redeemable at $1,000 per share                                   |            |      |           |      |            |   |           | 
|                    |             | Unlimited
9.75%, non-cumulative, sixth preferred
shares, redeemable at $1,000 per share                                  |            |      |           |      |            |   |           | 
|                    |             | Unlimited 9.8%, non-cumulative, seventh preferred
shares, redeemable at $1,000 per share                                 |            |      |           |      |            |   |           | 
|                    |             | Unlimited 8.0%, cumulative, eighth preferred shares,
redeemable at fair market value per share of
consideration received |            |      |           |      |            |   |           | 
|                    | Issued:     |                                                                                                                          |            |      |           |      |            |   |          
|                    |             | 100,000,000 Class A common shares                                                                                        |            | $    | 229,014   |      |            | $ | 229,014   | 
|                    |             | 118,166,003 Class B common shares
(2001 - 118,166,002)                                                                   |            |      | 2,237,206 |      |            |   | 2,294,808 | 
|                    |             | 100,000 first preferred shares                                                                                           |            |      | 100,000   |      |            |   | 100,000   | 
|                    |             | 306,904 fourth preferred shares                                                                                          |            |      | 1         |      |            |   | 1         | 
|                    |             | 151,800 seventh preferred shares                                                                                         |            |      | 162,643   |      |            |   | 162,643   | 
|                    |             |                                                                                                                          |            |      |           |      |            |   |           | 
|                    |             |                                                                                                                          | 2,728,864  |      |           |      | 2,786,466  |  
|Contributed surplus |             |                                                                                                                          | 9,987      |      |           |      | 9,987      |  
|Deficit             |             |                                                                                                                          | (1,647,935 | )    |           |      | (1,894,412 | )
|                    |             |                                                                                                                          |            |      |           |      |            |   |           | 
|                    |             | $                                                                                                                        | 1,090,916  |      |           | $    | 902,041    |  
|                    |             |                                                                                                                          |            |      |           |      |            |   |           | 

F-36



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|12. |  | Shareholders equity (continued):
|--- |  | ---------------------------------



|(a) |  | During 2000, the Company completed the following capital stock
transactions:
|--- |  | ----------------------------------------------------------------------------



| | (i)   |  | RCI transferred 4,070,022 common shares of Cancom to the
Company in exchange of 95,654 fifth preferred shares. The shares
were issued at a value $95,655,000. The Company sold the
4,070,422 common shares of Cancom to Shaw and, in consideration,
received a demand, non-interest bearing promissory note for total
proceeds of $95,655,000. The Company assigned the promissory note
due from Shaw in the amount of $95,655,000 to RCI as consideration
for the redemption of the 95,654 fifth preferred shares. RCI
invested additional capital of $9,233,000 in the Company which was
allocated to the contributed capital of the Class A common shares
(note 6(b)(i)).
| | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | The Company issued 306,904 fourth preferred shares of RCI
as consideration for the purchase of Terayon shares from RCI. The
transaction was valued at a nominal amount which represented RCIs
carrying value of the investment in Terayon (note 6(a)(i)).                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (iii) |  | RCI converted $632,100,000 of the Companys intercompany
subordinated demand promissory notes payable owing to RCI into
33,198,529 Class B common shares of the Company (note 11).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



|(b) |  | During 2001, the Company completed the following capital stock
transactions:
|--- |  | ----------------------------------------------------------------------------



| | (i)  |  | The Company issued 151,800 seventh preferred shares to
RCI for partial consideration for the acquisition of RCAI (note
3(b)(i)). The seventh preferred shares were issued at a value of
$162,643,000.                
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | The Company redeemed 363,000 of its first preferred
shares held by RCIL valued at $363,000,000, satisfied by an
offsetting redemption of 363,000 first preferred shares in RCIL,
held by the Company (note 6(b)(ii)).

F-37



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---

12.     Shareholders equity (continued):

(c)  During 2002, the Company completed the following capital stock
transactions:



| | (i)  |  | 610 Ltd. transferred 19,328,795 AT&T DRs to the Company
in exchange for 1,000,000 eighth preferred shares. The shares
were issued at a value of $934,692,000, representing the fair
market value of these DRs. The Company subsequently sold the
DRs to 610 Ltd. and in exchange received first preferred shares
of 610 Ltd. The eighth preferred shares were subsequently
redeemed for a demand promissory note payable to 610 Ltd. The
first preferred shares of 610 Ltd. were subsequently redeemed for
a demand promissory note receivable from 610 Ltd. The demand
promissory note payable to 610 Ltd. was subsequently set off
against the demand promissory note receivable from 610 Ltd. (note
6(b)(iii)).
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | RCI subscribed to one Class B common share for
$57,602,000 representing the estimated fair market value of the
tax losses of approximately $413,786,000 used in the transaction
with 610 Ltd. (note 15).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

(d)  Stock-based compensation:



| |  | For stock options granted to employees, had the Company determined
compensation expense based on the fair value method at the grant date
of such stock option awards consistent with the method prescribed under
CICA Handbook Section 3870, the Companys loss for the year and loss
per share would have been reported as the pro forma amounts indicated
below. This compensation expense takes into account all options,
including those granted prior to January 1, 2002. The fair value of
the options is amortized on a straight-line basis over the vesting
period.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                              |  |      |         |      |  |      |          |   |  |   |         |  
|--------------------------------------------- |  | ---- | ------- | ---- |  | ---- | -------- | - |  | - | ------- | -
|                                              |  | 2000 |         | 2001 |  | 2002
|                                              |  |      |         |      |  |     
|Loss for the year, as reported                |  | $    | (15,370 | )    |  | $    | (146,705 | ) |  | $ | (58,830 | )
|Stock-based compensation expense              |  |      | (7,889  | )    |  |      | (11,696  | ) |  |   | (14,590 | )
|                                              |  |      |         |      |  |      |          |   |  |   |         |  
|Pro forma loss for the year                   |  | $    | (23,259 | )    |  | $    | (158,401 | ) |  | $ | (73,420 | )
|                                              |  |      |         |      |  |      |          |   |  |   |         |  
|Basic and diluted loss per share,
as reported |  | $    | (0.28   | )    |  | $    | (0.82    | ) |  | $ | (0.29   | )
|Effect of stock-based compensation
expense    |  |      | (0.04   | )    |  |      | (0.05    | ) |  |   | (0.07   | )
|                                              |  |      |         |      |  |      |          |   |  |   |         |  
|Pro forma basic and diluted loss
per share    |  | $    | (0.32   | )    |  | $    | (0.87    | ) |  | $ | (0.36   | )
|                                              |  |      |         |      |  |      |          |   |  |   |         |  

F-38



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|12. |  | Shareholders equity (continued):                                                                                                                                                                                                                                                                                                                                                                                             
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Under the transitional rules, CICA Handbook Section 3870 allows
companies to only include options issued subsequent to December 31,
2001 in the pro forma calculation of loss for the year. Based on stock
options issued subsequent to December 31, 2001, stock-based
compensation expense for 2002 would have been $297,000 and the pro
forma loss for 2002 would have been $59,127,000 ($0.30 per share basic
and diluted).
|   
|    |  | The weighted average estimated fair value at the date of the grant for
the RCI options granted in the years ended December 31, 2000, 2001 and
2002 was $13.08, $12.02 and $10.39, respectively.                                                                                                                                                                                                                               
|   
|    |  | The fair value of each option granted was estimated on the date of the
grant using the Black-Scholes fair value option pricing model with the
following assumptions:                                                                                                                                                                                                                                                          

|                                                                             |  |         |       |         |  |         |       |   |  |  |       |  
|---------------------------------------------------------------------------- |  | ------- | ----- | ------- |  | ------- | ----- | - |  |  | ----- | -
|                                                                             |  | 2000    |       | 2001    |  | 2002   
|                                                                             |  |         |       |         |  |        
|Risk-free interest rate                                                      |  |         | 5.61  | %       |  |         | 5.17  | % |  |  | 4.86  | %
|Dividend yield                                                               |  |         |      |         |  |         |      |   |  |  |      |  
|Volatility factor of the future expected
market price of RCIs common shares |  |         | 47.67 | %       |  |         | 49.08 | % |  |  | 48.82 | %
|Weighted average expected life of
the options                                |  | 5 years |       | 5 years |  | 5 years
|                                                                             |  |         |       |         |  |         |       |   |  |  |       |  



|(e) |  | Employee share purchase plan:                                                                                                                                                                                                                                                                                                                                       
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The employee share purchase plan is provided to enable certain
employees of the Company an opportunity to obtain an equity interest in
RCI by permitting them to acquire RCI Class B Non-Voting shares. A
total of 1,180,000 RCI Class B Non-Voting shares have been set aside
and reserved for allotment and issuance pursuant to the employee share
purchase plan.

F-39



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|12. |  | Shareholders equity (continued):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Under the terms of the employee share purchase plan, participating
employees of the Company receive a bonus at the end of the term of the
plan. The bonus is calculated as the difference between the RCI share
price at the date the employee receives the loan and the lesser of 85%
of the closing price at which the shares traded on The Toronto Stock
Exchange on the trading day immediately prior to the purchase date or
the closing price on a date that is approximately one year subsequent
to the original issue date.
|   
|    |  | Compensation expense recorded for Companys portion of RCIs employee
share purchase plan for the years ended December 31, 2000, 2001 and
2002 was $89,000, $396,000 and $1,090,000, respectively.                                                                                                                                                                                                                                                                                                                                 



|13. |  | Cable system integration and At Home termination costs:                               
|--- |  | --------------------------------------------------------------------------------------
|   
|    |  | The cable system integration and At Home termination costs consisted of the
following:

|                                   |  |      |        |      |  |   |        | 
|---------------------------------- |  | ---- | ------ | ---- |  | - | ------ | 
|                                   |  | 2000 |        | 2001
|                                   |  |      |        |     
|Cable system integration costs (a) |  | $    | 10,612 |      |  | $ | 16,462 | 
|At Home termination costs (b)      |  |      |       |      |  |   | 43,974 | 
|                                   |  |      |        |      |  |   |        | 
|                                   |  | $    | 10,612 |      |  | $ | 60,436 | 
|                                   |  |      |        |      |  |   |        | 



|(a) |  | Cable system integration costs:                                                                                                                                        
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | During 2000 and 2001, the Company incurred integration costs related to
the exchange of cable systems with Shaw (note 3(a)) and the acquisition
of RCAI (note 3(b)(i)).

F-40



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|13. |  | Cable system integration and At Home termination costs (continued):
|--- |  | -------------------------------------------------------------------



| | (b) |  | At Home termination costs:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | In 2001 and prior years, the Company offered its subscribers internet
service through an exclusive agreement with At Home Corporation (At
Home), a U.S. based broadband access provider. In exchange for
royalty payments by the Company, At Home provided the Companys
internet subscribers with broadband content, access to the internet and
applications, including e-mail service. On September 28, 2001, At Home
filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy
Code. During 2001, the Company accelerated plans to develop its own
internet network as an alternative to the network provided by At Home
and to transition all of its internet subscribers to the Companys own
network. As a result, during 2001, the Company incurred incremental
operating expenses of $43,974,000, which primarily comprised a U.S.
$15,000,000 payment to At Home under a transitional agreement and
identifiable incremental customer service and customer communication
expenses.



|14. |  | Workforce reduction:                                                                                                                                                                                                                                                                                                                                                               
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | During 2002, the Company reduced its workforce by 187 employees in the
technical service, network operations and engineering departments of the
cable service segment. The Company incurred $5,850,000 in costs primarily
related to severance and other employee termination benefits. Of this
amount, $3,993,000 has not been paid at December 31, 2002 and will be paid
in 2003.

F-41



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|15. |  | Income taxes:                                                                                                                                     
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The income tax effects of temporary differences that give rise to
significant portions of future income tax assets and liabilities are as
follows:

|                                |                                                                                                                  |   |         |          |      |   |         |          |  
|------------------------------- | ---------------------------------------------------------------------------------------------------------------- | - | ------- | -------- | ---- | - | ------- | -------- | -
|                                |                                                                                                                  |   | 2001    |          | 2002
|                                |                                                                                                                  |   |         |          |     
|Future income tax assets:       |                                                                                                                  |   |         |          |      |   |         |         
|                                | Non-capital income tax loss carryforwards                                                                        |   | $       | 261,713  |      |   | $       | 211,474  |  
|                                | Future income tax deductions relating to
long-term debt and other transactions
denominated in foreign currencies |   |         | 29,775   |      |   |         | 29,372   |  
|                                | Future income tax deductions relating to
investments                                                             |   |         | 5,476    |      |   |         | 5,593    |  
|                                | Future income tax deductions relating to
accrued liabilities                                                     |   |         | 2,991    |      |   |         | 4,686    |  
|                                |                                                                                                                  |   |         |          |      |   |         |          |  
|                                | Total future income tax assets                                                                                   |   |         | 299,955  |      |   |         | 251,125  |  
|                                | Less valuation allowance                                                                                         |   |         | 97,562   |      |   |         | 41,010   |  
|                                |                                                                                                                  |   |         |          |      |   |         |          |  
|                                |                                                                                                                  |   | 202,393 |          |      |   | 210,115 |         
|Future income tax liabilities:  |                                                                                                                  |   |         |          |      |   |         |         
|                                | PP&E and video rental inventory                                                                                  |   |         | (148,063 | )    |   |         | (153,016 | )
|                                | Goodwill                                                                                                         |   |         | (39,830  | )    |   |         | (39,474  | )
|                                | Financing costs                                                                                                  |   |         | (7,604   | )    |   |         | (2,506   | )
|                                | New service pre-operating costs                                                                                  |   |         | (9,747   | )    |   |         | (5,119   | )
|                                | Other                                                                                                            |   |         | (25,451  | )    |   |         | (10,000  | )
|                                |                                                                                                                  |   |         |          |      |   |         |          |  
|                                | Total future income tax liabilities                                                                              |   |         | (230,695 | )    |   |         | (210,115 | )
|                                |                                                                                                                  |   |         |          |      |   |         |          |  
|Net future income tax liability |                                                                                                                  | $ | (28,302 | )        |      | $ |        |         
|                                |                                                                                                                  |   |         |          |      |   |         |          |  

In assessing the realizability of future income tax assets, management
considers whether it is more likely than not that some portion or all of
the future income tax assets will be realized. The ultimate realization of
future income tax assets is dependent upon the generation of future taxable
income during the years in which the temporary differences are deductible.
Management considers the scheduled reversals of future income tax
liabilities, the character of the income tax asset, and the tax planning
strategies in place making this assessment. To the extent that management
believes that the realization of future income tax assets does not meet the
more likely than not realization criterion, a valuation allowance is
recorded against the future tax assets.

F-42



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|15. |  | Income taxes (continued):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | During 2002, the Company completed an intercompany transaction with 610
Ltd., a wholly owned subsidiary company of RCI, resulting in the
utilization of approximately $413,786,000 of income tax loss carryforwards
of the Company (note 6(b)(iii)). For accounting purposes, a valuation
allowance previously recorded against certain of these loss carryforwards
in the amount of $124,600,000 was no longer required as the Company met the
more likely than not criterion of realizing the benefit of these future
income assets. As required by GAAP, the valuation allowance for certain of
these loss carryforwards was eliminated and recorded as a reduction of
income tax expense in the consolidated statements of income.
|   
|    |  | Income tax expense (reduction) varies from the amounts that would be
computed by applying the statutory income tax rate to the loss before
income taxes for the following reasons:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

|                                                            |                                                                                                        |   |         |         |   |      |         |         |   |   |          |         |   | 
|----------------------------------------------------------- | ------------------------------------------------------------------------------------------------------ | - | ------- | ------- | - | ---- | ------- | ------- | - | - | -------- | ------- | - | 
|                                                            |                                                                                                        |   |         | 2000    |   | 2001 |         | 2002   
|                                                            |                                                                                                        |   |         |         |   |      |         |        
|Statutory income tax rate                                   |                                                                                                        |   | 43.6    | %       |   |      | 42.1    | %       |   |   | 38.6     | %      
|                                                            |                                                                                                        |   |         |         |   |      |         |         |   |   |          |        
|Income tax reduction on the loss before
income taxes        |                                                                                                        | $ | (20,870 | )       |   | $    | (59,526 | )       |   | $ | (79,255  | )      
|Decrease (increase) in income tax
reduction resulting from: |                                                                                                        |   |         |         |   |      |         |         |   |   |          |        
|                                                            | Change in the valuation allowance
for future income tax assets                                         |   |         | 3,280   |   |      |         | 43,831  |   |   |          | (56,552 | )
|                                                            | Adjustments to future income tax
assets and liabilities for changes
in substantively enacted tax rates |   |         | 9,949   |   |      |         | 32,416  |   |   |          | (170    | )
|                                                            | Non-deductible depreciation
and amortization                                                           |   |         | 5,442   |   |      |         | 10,125  |   |   |          | 201     |  
|                                                            | Non-taxable dividend income                                                                            |   |         | (17,170 | ) |      |         | (13,574 | ) |   |          | (2,103  | )
|                                                            | Non-deductible long-term debt
repayment costs                                                          |   |         |        |   |      |         |        |   |   |          | 4,007   |  
|                                                            | Non-taxable portion of capital
loss (gain)                                                             |   |         | (5,100  | ) |      |         | (6,499  | ) |   |          | 2,150   |  
|                                                            | Other items                                                                                            |   |         | (12,817 | ) |      |         | (6,773  | ) |   |          | (21,180 | )
|                                                            | Large Corporations Tax                                                                                 |   |         | 4,789   |   |      |         | 5,314   |   |   |          | 6,515   |  
|                                                            |                                                                                                        |   |         |         |   |      |         |         |   |   |          |        
|Income tax expense (reduction)                              |                                                                                                        | $ | (32,497 | )       |   | $    | 5,314   |         |   | $ | (146,387 | )      
|                                                            |                                                                                                        |   |         |         |   |      |         |         |   |   |          |        

F-43



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|15. |  | Income taxes (continued):                                                                                                                             
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | As at December 31, 2002, the Company has the following non-capital income
tax losses available to reduce future years income for income tax
purposes:
|   
|    |  | Income tax losses expiring in the year ending December 31:                                                                                            

|     |  |   |         | 
|---- |  | - | ------- | 
|2003 |  | $ | 118,509
|2004 |  |   | 216,332
|2005 |  |   | 73,482 
|2006 |  |   | 51,044 
|2007 |  |   | 26,280 
|2008 |  |   | 216,459
|     |  |   |         | 
|     |  | $ | 702,106
|     |  |   |         | 



|16. |  | Loss per share:                                                                
|--- |  | -------------------------------------------------------------------------------
|   
|    |  | The following table sets forth calculation of basic and diluted loss per
share:

|                                                  |                                                                                           |   |         |         |      |   |          |          |   |   |         |         |  
|------------------------------------------------- | ----------------------------------------------------------------------------------------- | - | ------- | ------- | ---- | - | -------- | -------- | - | - | ------- | ------- | -
|                                                  |                                                                                           |   | 2000    |         | 2001 |   | 2002    
|                                                  |                                                                                           |   |         |         |      |   |         
|Numerator for basic and diluted
loss per share:   |                                                                                           |   |         |         |      |   |          |          |   |   |         |        
|                                                  | Loss for the year                                                                         |   | $       | (15,370 | )    |   | $        | (146,705 | ) |   | $       | (58,830 | )
|                                                  | Less dividends on preferred shares                                                        |   |         | (39,380 | )    |   |          | (32,228  | ) |   |         | (5,447  | )
|                                                  |                                                                                           |   |         |         |      |   |          |          |   |   |         |         |  
|                                                  |                                                                                           | $ | (54,750 | )       |      | $ | (178,933 | )        |   | $ | (64,277 | )      
|                                                  |                                                                                           |   |         |         |      |   |          |          |   |   |         |         |  
|Denominator for basic and diluted
loss per share: |                                                                                           |   |         |         |      |   |          |          |   |   |         |        
|                                                  | Weighted average number of
Class A common shares and
Class B common shares
(in thousands) |   |         | 196,034 |      |   |          | 218,166  |   |   |         | 218,166 |  
|                                                  |                                                                                           |   |         |         |      |   |          |          |   |   |         |         |  
|Basic and diluted loss per share                  |                                                                                           | $ | (0.28   | )       |      | $ | (0.82    | )        |   | $ | (0.29   | )      
|                                                  |                                                                                           |   |         |         |      |   |          |          |   |   |         |         |  

The Company did not have any dilutive securities during any of the periods
presented.

F-44



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---

17.     Related party transactions:



| |  | (a) The amount due to (from) RCI and its subsidiaries is comprised of
the following:
| |  | ------------------------------------------------------------------------------------

|                           |  |      |        |      |  |   |        |  
|-------------------------- |  | ---- | ------ | ---- |  | - | ------ | -
|                           |  | 2001 |        | 2002
|                           |  |      |        |     
|RCI                        |  | $    | 33,017 |      |  | $ | 23,288 |  
|RWCI                       |  |      | 105    |      |  |   | (28    | )
|Rogers Media Inc.          |  |      | 645    |      |  |   | 523    |  
|Other affiliated companies |  |      | 1,140  |      |  |   |       |  
|                           |  |      |        |      |  |   |        |  
|                           |  | $    | 34,907 |      |  | $ | 23,783 |  
|                           |  |      |        |      |  |   |        |  



| |  | The above amounts reflect short-term intercompany charges for capital
and operating expenditures.
| |  | -------------------------------------------------------------------------------------------------
|

| |  | (b) The Company has entered into certain transactions and agreements
with RCI and its subsidiaries as follows:
| |  | --------------------------------------------------------------------------------------------------------------



| | (i)  |  | Management fees:                                                                                                                                                                                                                                                                                                                       
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |      |  | The Company has entered into a management agreement under which RCI
agrees to provide supplemental executive, administrative, financial,
strategic planning, information technology and various other
services to the Company. The Company has agreed to pay RCI a
monthly fee equal to 2% of the Companys consolidated gross revenue.
|
| |      |  | Interest is charged by RCI on unpaid management fees at the bank
prime rate plus 1% per annum.                                                                                                                                                                                                                                         
|
| | (ii) |  | Cost-sharing arrangements:                                                                                                                                                                                                                                                                                                             
|
| |      |  | The Company has entered into agreements with RWCI to share, on a pro
rata basis, the cost of certain microwave and fibre optic
transmission facilities. In addition, long-term service
arrangements exist with RWCI for transmission services on fibre
optic facilities owned by the Company.                                          
|
| |      |  | The Company has entered into an agreement with RWCI whereby RWCI
invoices and collects service fees from those customers who receive
services from both the Company and RWCI.                                                                                                                                                          

F-45



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---

17.     Related party transactions (continued):



| |       |  | The Company and RWCI have also entered into an agreement to
cooperate in the offering of RWCI products and services through the
Companys video store operations.                     
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |       |  | In addition, the Company leases certain office space from RWCI.                                                                                                                       
|
| | (iii) |  | Other charges:                                                                                                                                                                        
|
| |       |  | The Company incurs certain costs from other RCI subsidiary companies
and companies accounted for by RCI using the equity method at the
exchange amounts agreed to between the parties.
|
| |       |  | A summary of all significant charges from (to) related parties,
which have been accounted for at exchange amounts, is as follows:                                                     

|                   |                                                                           |   |        |         |      |   |        |         |   |   |        |        |  
|------------------ | ------------------------------------------------------------------------- | - | ------ | ------- | ---- | - | ------ | ------- | - | - | ------ | ------ | -
|                   |                                                                           |   | 2000   |         | 2001 |   | 2002  
|                   |                                                                           |   |        |         |      |   |       
|RCI:               |                                                                           |   |        |         |      |   |        |         |   |   |        |       
|                   | Management fees                                                           |   | $      | 25,949  |      |   | $      | 28,781  |   |   | $      | 31,745 |  
|                   | Interest on notes payable                                                 |   |        | 33,901  |      |   |        | 12,036  |   |   |        | 4,687  |  
|                   | Interest related to capital leases                                        |   |        | 1,079   |      |   |        | 318     |   |   |        | 300    |  
|RCIL:              |                                                                           |   |        |         |      |   |        |         |   |   |        |       
|                   | Dividends earned                                                          |   |        | (39,380 | )    |   |        | (32,228 | ) |   |        | (5,447 | )
|                   | Dividends paid                                                            |   |        | 39,380  |      |   |        | 32,228  |   |   |        | 5,447  |  
|RWCI:              |                                                                           |   |        |         |      |   |        |         |   |   |        |       
|                   | Wireless services                                                         |   |        | 2,053   |      |   |        | 2,131   |   |   |        | 2,214  |  
|                   | Wireless products and
services for resale                                 |   |        |        |      |   |        | 3,800   |   |   |        | 10,116 |  
|                   | Transmission facilities purchased                                         |   |        | 266     |      |   |        | (442    | ) |   |        | (440   | )
|                   | Rent expense                                                              |   |        | 3,487   |      |   |        | 3,552   |   |   |        | 3,587  |  
|                   | Subscriber activation commissions
and customer service                    |   |        |        |      |   |        | (381    | ) |   |        | (8,817 | )
|Rogers Media Inc.: |                                                                           |   |        |         |      |   |        |         |   |   |        |       
|                   | Access fees                                                               |   |        | (4,667  | )    |   |        | (4,885  | ) |   |        | (5,534 | )
|                   | Advertising and production costs                                          |   |        | 674     |      |   |        | 2,679   |   |   |        | 3,000  |  
|                   | Sales commissions                                                         |   |        | 321     |      |   |        | 349     |   |   |        | 646    |  
|                   | Programming fees                                                          |   |        | 15,003  |      |   |        | 16,277  |   |   |        | 17,303 |  
|Other:             |                                                                           |   |        |         |      |   |        |         |   |   |        |       
|                   | Programming fees paid to
broadcasters, accounted
for by the equity method |   |        | 9,098   |      |   |        | 13,559  |   |   |        | 16,949 |  
|                   |                                                                           |   |        |         |      |   |        |         |   |   |        |        |  
|                   |                                                                           | $ | 87,164 |         |      | $ | 77,774 |         |   | $ | 75,756 |       
|                   |                                                                           |   |        |         |      |   |        |         |   |   |        |        |  

F-46



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---

17.     Related party transactions (continued):



| | (c) |  | The Company has entered into certain transactions with companies,
the partners or senior officers of which are directors of the Company.
During the years ended December 31, 2000, 2001 and 2002, the total
amounts paid by the Company to these related parties aggregated
approximately $3,401,000, $3,400,000 and $1,860,000, respectively, and
included charges for legal services and commissions on premiums for
insurance coverage.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

18.     Financial instruments:



| | (a) | Fair values:                                                                      
| | --- | ----------------------------------------------------------------------------------
|
| |     | The Company has determined the fair value of its financial instruments
as follows:



| | (i)   |  | Cash and cash equivalents, accounts receivable, amounts
receivable from employees under RCI share purchase plans,
mortgages and loans receivable, bank advances, accounts payable
and accrued liabilities and due to parent and affiliated
companies:             
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |       |  | The carrying amounts in the consolidated balance sheets approximate
fair values because of the short-term nature of these instruments.                                                                                                                            
|
| | (ii)  |  | Investments:                                                                                                                                                                                                                                                      
|
| |       |  | The fair values of the investments in affiliated companies
approximate their carrying values as the dividend rates on these
investments approximate current rates.                                                                                                
|
| |       |  | The fair value of investments which are publicly traded are
determined by the quoted market values for each of the investments
(note 6). Management believes that the fair values of other
investments is not significantly different from their carrying
amounts.
|
| | (iii) |  | Long-term debt:                                                                                                                                                                                                                                                   
|
| |       |  | The fair values of each of the Companys long-term debt instruments
are based on the year-end trading values.                                                                                                                                                     

F-47



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---

18.     Financial instruments (continued):



| | (iv) |  | Notes payable to RCI:                                                                                                                                                                                                                                                            
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |      |  | The fair values of the intercompany subordinated demand promissory
notes payable to RCI approximate their carrying values due to the
demand repayment terms of the notes and the Companys current
borrowing rate being approximately the same as the interest rate on
the notes.
|
| | (v)  |  | Interest exchange agreements:                                                                                                                                                                                                                                                    
|
| |      |  | The fair values of the Companys interest exchange agreements and
cross-currency interest rate exchange agreements are based on values
quoted by the counterparties to the agreements.                                                                                           
|
| |      |  | The estimated fair values of the Companys long-term debt and
related interest exchange agreements as at December 31, 2001 and
2002 are as follows:                                                                                                                              

|                   |                                                  |   |           |           |            |   |           |           |            |   |           |           |   |   |           |           |  
|------------------ | ------------------------------------------------ | - | --------- | --------- | ---------- | - | --------- | --------- | ---------- | - | --------- | --------- | - | - | --------- | --------- | -
|                   |                                                  |   | 2001      |           | 2002      
|                   |                                                  |   |           |           |           
|                   |                                                  |   | Carrying  |           | Estimated  |   | Carrying  |           | Estimated 
|                   |                                                  |   | amount    |           | fair value |   | amount    |           | fair value
|                   |                                                  |   |           |           |            |   |           |           |           
|Liability (asset): |                                                  |   |           |           |            |   |           |           |            |   |           |           |   |   |           |          
|                   | Long-term debt                                   |   | $         | 1,814,489 |            |   | $         | 1,907,715 |            |   | $         | 2,417,577 |   |   | $         | 2,387,145 |  
|                   | Cross-currency
interest rate
exchange
agreements |   |           | (197,346  | )          |   |           | (204,796  | )          |   |           | (64,522   | ) |   |           | (109,794  | )
|                   |                                                  |   |           |           |            |   |           |           |            |   |           |           |   |   |           |           |  
|                   |                                                  | $ | 1,617,143 |           |            | $ | 1,702,919 |           |            | $ | 2,353,055 |           |   | $ | 2,277,351 |          
|                   |                                                  |   |           |           |            |   |           |           |            |   |           |           |   |   |           |           |  

Fair value estimates are made at a specific point in time, based on
relevant market information and information about the financial
instrument. These estimates are subjective in nature and involve
uncertainties and matters of significant judgment and, therefore,
cannot be determined with precision. Changes in assumptions could
significantly affect the estimates.

F-48



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---

18.     Financial instruments (continued):

(b)  Other disclosures:



| | (i)   |  | The credit risk of the interest exchange agreements and
cross-currency interest rate exchange agreements arises from the
possibility that the counterparties to the agreements may default
on their obligations under the agreements in instances where these
agreements have positive fair value to the Company. The Company
assesses the creditworthiness of the counterparties in order to
minimize the risk of counterparty default under the agreements.
All of the portfolio is held by financial institutions with a
Standard & Poors rating (or the equivalent) ranging from A+ to
AA.
| | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | The Company does not require collateral or other security
to support the credit risk associated with the interest exchange
agreements and cross-currency interest rate exchange agreements
due to the Companys assessment of the creditworthiness of the
counterparties.                                                                                                                                                                                                                                                                                                                      
|
| | (iii) |  | The Company does not have any significant concentrations
of credit risk related to any financial asset.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

19.     Commitments:



| | (a) |  | The future minimum lease payments under operating leases for the
rental of premises, distribution facilities, equipment and microwave
towers and commitments for other contracts at December 31, 2002 are as
follows:
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                         |  |   |         | 
|------------------------ |  | - | ------- | 
|Year ending December 31: |  |   |         | 
|                         |  |   |         | 
|2003                     |  | $ | 70,822  | 
|2004                     |  |   | 66,502  | 
|2005                     |  |   | 61,169  | 
|2006                     |  |   | 54,708  | 
|2007                     |  |   | 46,868  | 
|2008 and thereafter      |  |   | 43,539  | 
|                         |  |   |         | 
|                         |  | $ | 343,608 | 
|                         |  |   |         | 

Rent expense for the years ended December 31, 2000, 2001 and 2002
amounted to $57,903,000, $64,245,000 and $69,689,000, respectively.

F-49



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|19. |  | Commitments (continued):
|--- |  | ------------------------



| | (b) |  | Pursuant to Canadian Radio-television and Telecommunications
Commission (CRTC) regulation, the Company is required to make
contributions to the Canadian Television Fund (CTF), which is a
cable industry fund designed to foster the production of Canadian
television programming. Contributions to the CTF are based on a
formula, including gross broadcast revenues and the number of
subscribers. The Company may elect to spend a portion of the above
amount for local television programming and may also elect to
contribute a portion to another CRTC  approved independent production
fund. The Company estimates that its total contribution for 2003 will
amount to approximately $32,000,000.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|20. |  | Contingent liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | There exist certain claims and potential claims against the Company, none
of which are expected to have a material adverse effect on the consolidated
financial position of the Company.                                                                                                                                                                                                                                                                                                                                      
|   
|21. |  | Segmented information:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |  | The Company provides cable service, internet service and operates video
stores. These operating segments are substantially in Canada. Accounting
policies for the segments are the same as those described in the summary of
significant accounting policies. Performance of the segments is evaluated
based on operating income before management fees, workforce reduction,
cable system integration and At Home termination costs and depreciation and
amortization.                                                       
|   
|    |  | The cable service segment includes basic and extended basic services,
digital specialty services, which include premium, specialty and
pay-per-use services, installation and access fees and subscriber equipment
rentals.                                                                                                                                                                                                                                                                                                   
|   
|    |  | The internet service segment includes residential and commercial internet
service fees plus installation fees. Total assets reported for the
internet service segment includes assets utilized specifically for the
internet service segment, as reported internally, and does not include the
assets relating to the Companys cable network included within the total
assets of the cable service segment. The Company does not report the cable
network assets as a part of the internet service segment assets internally.

F-50



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|21. |  | Segmented information (continued):                                                                                                             
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The video stores segment includes the sale and rental of videocassettes,
DVDs and video games, and the sales of other products and accessories.
|   
|    |  | Information by operating segment for the years ended December 31, 2000,
2001 and 2002 is as follows:                                           

|                                               |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |         |  
|---------------------------------------------- | ---------------- | -------- | --------- | -------- | -------- | ---------- | ----------- | ------------ | --------- | ------ | ------------ |  |  | - | --------- | - |  | - | --------- | ------- | -
|                                               |                  |          |           |          |          |            |             |              |           |        |              |  |  |   | Corporate |   |  |   |          
|                                               |                  |          | Cable     |          | Internet |            | Video store |              | items and |        | Consolidated
|2000                                           |                  | services |           | services |          | operations |             | eliminations |           | totals
|                                               |                  |          |           |          |          |            |             |              |           |       
|Operating revenue                              |                  | $        | 980,346   |          |          | $          | 111,476     |              |           | $      | 203,583      |  |  | $ | (4,244    | ) |  | $ | 1,291,161 |        
|Operating, general and
administrative expenses |                  |          | 572,581   |          |          |            | 75,955      |              |           |        | 189,087      |  |  |   | (4,244    | ) |  |   | 833,379   |        
|                                               |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |        
|Operating income before
the following          |                  | $        | 407,765   |          |          | $          | 35,521      |              |           | $      | 14,496       |  |  | $ |          |   |  |   | 457,782   |        
|                                               |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |        
|Management fees                                |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | 25,949    |        
|Cable system integration
costs                 |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | 10,612    |        
|Depreciation and
amortization                  |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | 343,082   |        
|                                               |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |        
|Operating income                               |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | 78,139    |        
|Interest expense                               |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | 158,124   |        
|Intercompany:                                  |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |        
|                                               | Interest expense |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           | 33,901  |  
|                                               | Dividends        |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           | (39,380 | )
|Gain on sale of investments                    |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | (30,891   | )      
|Other items, net                               |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | 4,252     |        
|Income tax reduction                           |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | (32,497   | )      
|                                               |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |        
|Loss for the year                              |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  | $ | (15,370   | )      
|                                               |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |        
|PP&E expenditures                              |                  | $        | 521,648   |          |          | $          | 116,916     |              |           | $      | 11,785       |  |  | $ |          |   |  | $ | 650,349   |        
|                                               |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |        
|Total assets                                   |                  | $        | 3,289,557 |          |          | $          | 187,334     |              |           | $      | 80,153       |  |  | $ |          |   |  | $ | 3,557,044 |        
|                                               |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |        

F-51



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|21. |  | Segmented information (continued):
|--- |  | ----------------------------------

|                                                       |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |         |  
|------------------------------------------------------ | ---------------- | -------- | --------- | -------- | -------- | ---------- | ----------- | ------------ | --------- | ------ | ------------ |  |  | - | --------- | - |  | - | --------- | ------- | -
|                                                       |                  |          |           |          |          |            |             |              |           |        |              |  |  |   | Corporate |   |  |   |          
|                                                       |                  |          | Cable     |          | Internet |            | Video store |              | items and |        | Consolidated
|2001                                                   |                  | services |           | services |          | operations |             | eliminations |           | totals
|                                                       |                  |          |           |          |          |            |             |              |           |       
|Operating revenue                                      |                  | $        | 1,043,069 |          |          | $          | 166,528     |              |           | $      | 228,301      |  |  | $ | (4,869    | ) |  | $ | 1,433,029 |        
|Operating, general and
administrative expenses         |                  |          | 603,221   |          |          |            | 108,109     |              |           |        | 209,763      |  |  |   | (4,869    | ) |  |   | 916,224   |        
|                                                       |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |        
|Operating income before
the following                  |                  | $        | 439,848   |          |          | $          | 58,419      |              |           | $      | 18,538       |  |  | $ |          |   |  |   | 516,805   |        
|                                                       |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |        
|Management fees                                        |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | 28,781    |        
|Cable system integration
and At Home termination
costs |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | 60,436    |        
|Depreciation and
amortization                          |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | 433,829   |        
|                                                       |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |        
|Operating loss                                         |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | (6,241    | )      
|Interest expense                                       |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | 162,590   |        
|Intercompany:                                          |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |        
|                                                       | Interest expense |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           | 12,036  |  
|                                                       | Dividends        |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           | (32,228 | )
|Gain on sale of a subsidiary
and investments           |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | (34,002   | )      
|Write-down of investments                              |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | 26,000    |        
|Other items, net                                       |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | 754       |        
|Income tax expense                                     |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | 5,314     |        
|                                                       |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |        
|Loss for the year                                      |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  | $ | (146,705  | )      
|                                                       |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |        
|PP&E expenditures                                      |                  | $        | 634,428   |          |          | $          | 99,284      |              |           | $      | 16,035       |  |  | $ |          |   |  | $ | 749,747   |        
|                                                       |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |        
|Goodwill acquired                                      |                  | $        | 216,733   |          |          | $          |            |              |           | $      |             |  |  | $ |          |   |  | $ | 216,733   |        
|                                                       |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |        
|Total assets                                           |                  | $        | 3,332,121 |          |          | $          | 241,252     |              |           | $      | 88,349       |  |  | $ |          |   |  | $ | 3,661,722 |        
|                                                       |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |        

F-52



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|21. |  | Segmented information (continued):
|--- |  | ----------------------------------

|                                               |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |        |  
|---------------------------------------------- | ---------------- | -------- | --------- | -------- | -------- | ---------- | ----------- | ------------ | --------- | ------ | ------------ |  |  | - | --------- | - |  | - | --------- | ------ | -
|                                               |                  |          |           |          |          |            |             |              |           |        |              |  |  |   | Corporate |   |  |   |          
|                                               |                  |          | Cable     |          | Internet |            | Video store |              | items and |        | Consolidated
|2002                                           |                  | services |           | services |          | operations |             | eliminations |           | totals
|                                               |                  |          |           |          |          |            |             |              |           |       
|Operating revenue                              |                  | $        | 1,095,736 |          |          | $          | 242,635     |              |           | $      | 262,995      |  |  | $ | (4,965    | ) |  | $ | 1,596,401 |       
|Operating, general and
administrative expenses |                  |          | 654,124   |          |          |            | 142,300     |              |           |        | 241,462      |  |  |   | (4,965    | ) |  |   | 1,032,921 |       
|                                               |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |       
|Operating income before
the following          |                  | $        | 441,612   |          |          | $          | 100,335     |              |           | $      | 21,533       |  |  | $ |          |   |  |   | 563,480   |       
|                                               |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |       
|Management fees                                |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | 31,745    |       
|Workforce reduction                            |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | 5,850     |       
|Depreciation and
amortization                  |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | 484,224   |       
|                                               |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |       
|Operating income                               |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | 41,661    |       
|Interest expense                               |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | 208,645   |       
|Intercompany:                                  |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |       
|                                               | Interest expense |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           | 4,687  |  
|                                               | Dividends        |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           | (5,447 | )
|Loss on repayment of
long-term debt            |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | 20,880    |       
|Write-down of investments                      |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | 11,136    |       
|Other items, net                               |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | 6,977     |       
|Income tax reduction                           |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   | (146,387  | )     
|                                               |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |       
|Loss for the year                              |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  | $ | (58,830   | )     
|                                               |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |       
|PP&E expenditures                              |                  | $        | 563,544   |          |          | $          | 79,334      |              |           | $      | 7,993        |  |  | $ |          |   |  | $ | 650,871   |       
|                                               |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |       
|Total assets                                   |                  | $        | 3,478,785 |          |          | $          | 234,533     |              |           | $      | 93,460       |  |  | $ |          |   |  | $ | 3,806,778 |       
|                                               |                  |          |           |          |          |            |             |              |           |        |              |  |  |   |           |   |  |   |           |       

F-53



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|22. |  | Canadian and United States accounting policy differences:                                                                                                                                                                 
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The consolidated financial statements of the Company have been prepared in
accordance with GAAP as applied in Canada. In the following respects, GAAP
as applied in the United States differs from that applied in Canada.
|   
|    |  | If United States GAAP were employed, the net income (loss) in each year
would be adjusted as follows:                                                                                                                     

|                                                             |  |      |         |      |  |      |          |   |  |   |         |  
|------------------------------------------------------------ |  | ---- | ------- | ---- |  | ---- | -------- | - |  | - | ------- | -
|                                                             |  | 2000 |         | 2001 |  | 2002
|                                                             |  |      |         |      |  |     
|Loss for the year based on
Canadian GAAP                     |  | $    | (15,370 | )    |  | $    | (146,705 | ) |  | $ | (58,830 | )
|Year 2000 costs capitalized (a)                              |  |      | 2,951   |      |  |      | 2,893    |   |  |   | 1,926   |  
|Pre-operating costs (b)                                      |  |      | (857    | )    |  |      | 741      |   |  |   | 9,399   |  
|Gain on sale of cable systems (c)                            |  |      | 36,696  |      |  |      | (7,605   | ) |  |   | (4,028  | )
|Capitalized interest (d)                                     |  |      | 3,824   |      |  |      | 1,831    |   |  |   | 5,267   |  
|Goodwill amortization (e)                                    |  |      |        |      |  |      | (775     | ) |  |   |        |  
|Income taxes (g)                                             |  |      | (10,086 | )    |  |      | 40,215   |   |  |   |        |  
|Impact of adoption of SFAS 133 (h)                           |  |      |        |      |  |      | (34,551  | ) |  |   |        |  
|Financial instruments (h)                                    |  |      |        |      |  |      | 38,170   |   |  |   | 41,654  |  
|                                                             |  |      |         |      |  |      |          |   |  |   |         |  
|Net income (loss) for the year based
on United States GAAP   |  | $    | 17,158  |      |  | $    | (105,786 | ) |  | $ | (4,612  | )
|                                                             |  |      |         |      |  |      |          |   |  |   |         |  
|Basic and diluted loss per share
based on United States GAAP |  | $    | (0.11   | )    |  | $    | (0.63    | ) |  | $ | (0.05   | )
|                                                             |  |      |         |      |  |      |          |   |  |   |         |  

F-54



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|22. |  | Canadian and United States accounting policy differences (continued):                                            
|--- |  | -----------------------------------------------------------------------------------------------------------------
|   
|    |  | The cumulative effect of these adjustments on the consolidated
shareholders equity of the Company is as follows:

|                                                 |  |      |           |      |  |   |           |  
|------------------------------------------------ |  | ---- | --------- | ---- |  | - | --------- | -
|                                                 |  | 2001 |           | 2002
|                                                 |  |      |           |     
|Shareholders equity based on
Canadian GAAP      |  | $    | 1,090,916 |      |  | $ | 902,041   |  
|Year 2000 costs capitalized (a)                  |  |      | (2,433    | )    |  |   | (507      | )
|Pre-operating costs (b)                          |  |      | (25,237   | )    |  |   | (15,838   | )
|Gain on sale of cable systems (c)                |  |      | 133,021   |      |  |   | 128,993   |  
|Capitalized interest (d)                         |  |      | 5,655     |      |  |   | 10,922    |  
|Acquisition of RCAI (e)                          |  |      | 34,673    |      |  |   | 34,673    |  
|Unrealized holding gain on
investments (f)       |  |      | 1,692     |      |  |   | 1,877     |  
|Income taxes (g)                                 |  |      |          |      |  |   |          |  
|Financial instruments (h)                        |  |      | 3,619     |      |  |   | 45,273    |  
|                                                 |  |      |           |      |  |   |           |  
|Shareholders equity based on
United States GAAP |  | $    | 1,241,906 |      |  | $ | 1,107,434 |  
|                                                 |  |      |           |      |  |   |           |  



| |  | The areas of material difference between Canadian and United States GAAP
and their impact on the consolidated financial statements of the Company
are described below:
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | Year 2000 costs capitalized:                                                                                                                                                                                                                                                                                                                                                                                 
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | Under Canadian GAAP, the Company capitalized certain costs incurred to
modify its computer systems to ensure these systems continue to operate
beyond the year 2000. Under United States GAAP, these costs were
expensed as incurred. As a result, under United States GAAP,
depreciation expense in subsequent periods is reduced due to the
Company expensing the Year 2000 costs under United States GAAP.
|
| | (b) |  | Pre-operating costs:                                                                                                                                                                                                                                                                                                                                                                                         
|
| |     |  | Under Canadian GAAP, the Company defers the incremental costs relating
to the development and pre-operating phases of new businesses and
amortizes these costs on a straight-line basis over periods up to five
years. Under United States GAAP, these costs are expensed as incurred.                                                                                                                       

F-55



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|22. |  | Canadian and United States accounting policy differences (continued):
|--- |  | ---------------------------------------------------------------------



| | (c) |  | Gain on sale of cable systems:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | Under Canadian GAAP, the cash proceeds on the non-monetary exchange of
the cable assets in 2000 were recorded as a reduction in the carrying
value of property plant and equipment. Under United States GAAP, a
portion of the cash proceeds received must be recognized as a gain in
the consolidated statements of income on an after-tax basis. The gain
amounted to $40,274,000 before income taxes.                                                                                                                                                                                                                                                                                                                                                                                            
|
| |     |  | Under Canadian GAAP, the after-tax gain arising on the sale of certain
of the Companys cable systems in prior years was recorded as a
reduction of the carrying value of goodwill acquired in a
contemporaneous acquisition of certain cable systems. Under United
States GAAP, the Company included the gain on sale of the cable systems
in income, net of related deferred income taxes.                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |     |  | As a result of these transactions, amortization expense under United
States GAAP is increased in subsequent years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (d) |  | Capitalized interest:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |     |  | United States GAAP requires capitalization of interest costs as part of
the historical cost of acquiring certain qualifying assets that require
a period of time to prepare for their intended use. This is not
required under Canadian GAAP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (e) |  | Acquisition of RCAI:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |     |  | United States GAAP requires that shares issued in connection with a
purchase business combination be valued based on the market price at
the announcement date of the acquisition. Canadian GAAP required that
shares issued in connection with a purchase business combination be
valued based on the market price at the consummation date of the
acquisition. Accordingly, the seventh preferred shares issued in
respect of the acquisition of RCAI are recorded at $35,448,000 more
under United States GAAP than under Canadian GAAP. This resulted in an
increase to goodwill in this amount, with a corresponding increase in
the value of seventh preferred shares in the amount of $35,448,000.
Further, goodwill amortization under United States GAAP in 2001 was
increased by $775,000.

F-56



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|22. |  | Canadian and United States accounting policy differences (continued):
|--- |  | ---------------------------------------------------------------------



| | (f) |  | Unrealized holding gain on investments:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | United States GAAP requires that certain investments in equity
securities that have a readily determinable fair value be recorded in
the consolidated balance sheets at their fair value. The unrealized
holding gains and losses from these investments, which are considered
to be available-for-sale securities under United States GAAP, are
included as a separate component of shareholders equity and
comprehensive income, net of related future income taxes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |     |  | As at December 31, 2001 and 2002, this amount represents the Companys
accumulated other comprehensive income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (g) |  | Income taxes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |     |  | Included in the caption income taxes is the tax effect of various
adjustments where appropriate and the impact of substantively enacted
rate changes that would not have been recorded under United States GAAP
until enacted. Under Canadian GAAP, future income tax assets and
liabilities are remeasured for substantively enacted rate changes,
whereas under United States GAAP, future income tax assets and
liabilities are only remeasured for enacted tax rates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (h) |  | Financial instruments:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |     |  | Under Canadian GAAP, the Company accounts for its cross-currency
interest rate exchange agreements and interest exchange agreements as
hedges of specific debt instruments. Under United States GAAP, these
instruments are not accounted for as hedges as a result of adopting the
new pronouncement entitled Accounting for Derivative Instruments and
Hedging Activities (SFAS 133), effective January 1, 2001. As a
result, the Company has recorded the net excess of the fair values of
the cross-currency interest rate exchange agreements and interest
exchange agreements over the carrying values of these instruments as at
December 31, 2000, being $25,144,000, as a cumulative transition
adjustment to net income under United States GAAP. The Company has
also recorded a cumulative transition adjustment to write-off the net
balance of the deferred foreign exchange as at December 31, 2000, being
$9,407,000, that arose upon redesignation of certain of the Companys
cross-currency interest rate exchange agreements. Therefore, the net
cumulative transition adjustment under SFAS 133 to the loss for the
year ended December 31, 2001 under United States GAAP was a charge to
the net loss of $34,551,000.

F-57



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|22. |  | Canadian and United States accounting policy differences (continued):
|--- |  | ---------------------------------------------------------------------



| |     |  | Therefore, for the years ended December 31, 2001 and 2002, under United
States GAAP, the Company has recorded the change in the fair values of
the cross-currency interest rate exchange agreements since January 1,
2001 and the change in long-term debt due to changes in foreign
currency as discussed above.                                                                                    
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (i) |  | Operating income before undernoted:                                                                                                                                                                                                                                                                                                                                                                  
|
| |     |  | United States GAAP requires that workforce reduction, cable system
integration and At Home termination costs and depreciation and
amortization be included in the determination of operating income and
does not permit the disclosure of subtotals of the amounts of operating
income before these items. Canadian GAAP permits the subtotals of the
amounts of operating income before these items.
|
| | (j) |  | Statements of cash flows:                                                                                                                                                                                                                                                                                                                                                                            
|

| | (i)  |  | Canadian GAAP permits the disclosure of a subtotal of the
amount of funds provided by operations before changes in non-cash
working capital items in the consolidated statements of cash
flows. United States GAAP does not permit this subtotal to be
included.                                                                                                                                                                                                                                                                                                                                                                                
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | Canadian GAAP permits bank advances to be included in the
determination of cash and cash equivalents in the consolidated
statements of cash flows. United States GAAP requires that bank
advances be reported as financing cash flows. As a result, under
United States GAAP, the increase in bank advances of $7,224,000 in
2000, the decrease in bank advances of $6,453,000 in 2001 and the
decrease in bank advances of $8,427,000 in 2002, reflected in the
consolidated statements of cash flows would be reported as a
source (use) of cash in 2000, 2001 and 2002, under the heading
Financing activities in the cash flow statements.

F-58



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|22. |  | Canadian and United States accounting policy differences (continued):
|--- |  | ---------------------------------------------------------------------



| | (k) |  | Statement of comprehensive income:                                                                                                                                                                                      
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | United States GAAP requires disclosure of a statement of comprehensive
income. Comprehensive income generally encompasses all changes in
shareholders equity, except those arising from transactions with
shareholders.

|                                                           |                                         |   |        |       |      |   |          |        |   |   |        |     | 
|---------------------------------------------------------- | --------------------------------------- | - | ------ | ----- | ---- | - | -------- | ------ | - | - | ------ | --- | 
|                                                           |                                         |   | 2000   |       | 2001 |   | 2002    
|                                                           |                                         |   |        |       |      |   |         
|Net income (loss) for the year
based on United States GAAP |                                         | $ | 17,158 |       |      | $ | (105,786 | )      |   | $ | (4,612 | )  
|Other comprehensive income (loss):                         |                                         |   |        |       |      |   |          |        |   |   |        |    
|                                                           | Unrealized gains (losses)
on securities |   |        | 6,326 |      |   |          | (4,634 | ) |   |        | 185 | 
|                                                           |                                         |   |        |       |      |   |          |        |   |   |        |    
|Comprehensive loss based
on United States GAAP             |                                         | $ | 23,484 |       |      | $ | (110,420 | )      |   | $ | (4,427 | )  
|                                                           |                                         |   |        |       |      |   |          |        |   |   |        |    



| | (l) |  | Other disclosures:                                                                                                                                                                                                                                                                                                                                                                                    
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | United States GAAP requires the Company to disclose accrued
liabilities, which is not required under Canadian GAAP. Accrued
liabilities included in accounts payable and accrued liabilities as at
December 31, 2001 and 2002 were $275,077,000 and $218,153,000,
respectively. At December 31, 2001 and 2002, there were no accrued
liabilities that individually exceeded 5% of current liabilities.
|
| |     |  | Effective January 1, 2002, the Company adopted Financial Accounting
Standards Board (FASB) Statement of Financial Accounting Standard
(SFAS) No. 145, which rescinded SFAS No. 4. Accordingly, gains and
losses from the extinguishment of debt are no longer classified as
extraordinary items under United States GAAP.                                                                         
|
| | (m) |  | Stock-based compensation disclosures:                                                                                                                                                                                                                                                                                                                                                                 
|
| |     |  | The Company measures compensation expense relating to employee stock
option plans for United States GAAP purposes using the intrinsic value
method specified by APB Opinion No. 25, which in the Companys
circumstances would not be materially different from compensation
expense as determined under Canadian GAAP.                                                                               

F-59



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---



|22. |  | Canadian and United States accounting policy differences (continued):
|--- |  | ---------------------------------------------------------------------



| |  |  | For options granted by RCI to the Companies employees, had the Company
determined compensation costs based on the fair values at grant dates
of the stock options granted by RCI consistent with the method
prescribed under SFAS No. 123, the Companys loss for the year and loss
per share would have been reported as the pro forma amounts indicated
below:
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                                  |  |      |        |      |  |      |          |   |  |   |         |  
|--------------------------------------------------------------------------------- |  | ---- | ------ | ---- |  | ---- | -------- | - |  | - | ------- | -
|                                                                                  |  | 2000 |        | 2001 |  | 2002
|                                                                                  |  |      |        |      |  |     
|Net income (loss) for the year in
accordance with United States
GAAP, as reported |  | $    | 17,158 |      |  | $    | (105,786 | ) |  | $ | (4,612  | )
|Stock-based compensation expense                                                  |  |      | (7,889 | )    |  |      | (11,696  | ) |  |   | (14,590 | )
|                                                                                  |  |      |        |      |  |      |          |   |  |   |         |  
|Pro forma loss for the year                                                       |  | $    | 9,269  |      |  | $    | (117,482 | ) |  | $ | (19,202 | )
|                                                                                  |  |      |        |      |  |      |          |   |  |   |         |  
|Basic and diluted loss per
share, as reported                                     |  | $    | (0.11  | )    |  | $    | (0.64    | ) |  | $ | (0.05   | )
|Effect of stock-based
compensation expense                                        |  |      | (0.04  | )    |  |      | (0.05    | ) |  |   | (0.07   | )
|                                                                                  |  |      |        |      |  |      |          |   |  |   |         |  
|Pro forma basic and diluted
loss per share                                        |  | $    | (0.15  | )    |  | $    | (0.69    | ) |  | $ | (0.12   | )
|                                                                                  |  |      |        |      |  |      |          |   |  |   |         |  



| |  |  | See note 12(d) for further details of stock-based compensation.
| |  |  | ---------------------------------------------------------------

F-60



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

---

22.     Canadian and United States accounting policy differences (continued):



| | (n) |  | Recent United States accounting pronouncements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | In June 2001, the U.S. Financial Accounting Standards Board issued SFAS
No. 143, Accounting for Asset Retirement Obligations (SFAS 143),
which addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. SFAS 143 requires the Company to
record the fair value of an asset retirement obligation as a liability
in the period in which it incurs a legal obligation associated with the
retirement of tangible long-lived assets that result from the
acquisition, construction, development and/or normal use of the assets.
The fair value of the liability is added to the carrying amount of the
associated asset and this additional carrying amount is depreciated
over the life of the asset. Subsequent to the initial measurement of
the asset retirement obligation, the obligation will be adjusted at the
end of each period to reflect the passage of time and changes in the
estimated future cash flows underlying the obligation. If the
obligation is settled for other than the carrying amount of the
liability, the Company will recognize a gain or loss on settlement.
The Company is required and plans to adopt the provisions of SFAS 143
for the year ending December 31, 2003. To accomplish this, the Company
must identify all legal obligations for asset retirement obligations,
if any, and determine the fair value of these obligations on the date
of adoption. The determination of fair value is complex and will
require the Company to gather market information and develop cash flow
models. Additionally, the Company will be required to develop
processes to track and monitor these obligations. Because of the
effort necessary to comply with the adoption of SFAS 143, it is not
practicable for management to estimate the impact of adopting this
Statement at the date of this report.
|
| |     |  | In July 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities (SFAS 146), which is
effective for exit or disposal activities that are initiated after
December 31, 2002. SFAS 146 requires that a liability be recognized
for exit or disposal costs only when the liability is incurred, as
defined in the FASBs conceptual framework rather than when a company
commits to an exit plan, and that the liability be initially measured
at fair value. The Company expects the adoption of this standard will
affect the timing of recognizing liabilities, and the amount
recognized, in respect of future exit activities, if any.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-61



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##### Table of Contents



ROGERS CABLE INC.
Notes to Consolidated Financial Statements (continued)
(Tabular amounts in thousands of Canadian dollars, except per share amounts)

Years ended December 31, 2000, 2001 and 2002

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|22. |  | Canadian and United States accounting policy differences (continued):
|--- |  | ---------------------------------------------------------------------



| |  |  | In November 2002, the FASB issued Interpretation No. 45, Guarantors
Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others (FIN 45). FIN 45
requires the recognition of a liability by a guarantor at the inception
of certain guarantees entered into or modified after December 31, 2002.
FIN 45 requires the guarantor to recognize a liability for the
non-contingent component of certain guarantees; that is, it requires
the recognition of a liability for the obligation to stand ready to
perform in the event that specified triggering events or conditions
occur. The initial measurement of this liability is the fair value of
the guarantee at inception. The Company is currently estimating the
impact of adopting the recognition requirements of FIN 45.                                                                                                                                                                                                                                                                                                       
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | In January 2003, the FASB issued Interpretation No. 46, Consolidation
of Variable Interest Entities (FIN 46). Its consolidation
provisions are applicable for all newly created entities created after
January 31, 2003, and is applicable to existing variable interest
entities as of the beginning of the Companys third quarter beginning
July 1, 2003. With respect to entities that do not qualify to be
assessed for consolidation based on voting interests, FIN 46 generally
requires a company that has a variable interest(s) that will absorb a
majority of the variable interest entitys expected losses if they
occur, receive a majority of the entitys expected residual returns if
they occur, or both to consolidate that variable interest entity. For
periods prior to FIN 46s effective date, certain disclosures will be
required if it is reasonably possible that the company will have a
significant variable interest in or be the primary beneficiary of a
variable interest entity when FIN 46 guidance is effective. The
Company is currently estimating the impact of adopting the requirements
of FIN 46.
|
| |  |  | In November 2002, the Emerging Issues Task Force (EITF) reached a
consensus regarding EITF Issue 00-21, Accounting for Revenue
Arrangements with Multiple Deliverables. The consensus addresses not
only when and how an arrangement involving multiple deliverables should
be divided into separate units of accounting but also how the
arrangements consideration should be allocated among separate units.
The pronouncement is effective for the Company commencing with its 2003
fiscal year. The Company is currently estimating the impact of
adopting EITF 00-21.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-62



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##### Table of Contents






EXHIBIT INDEX

|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--------- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Number    |   | 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.                                                                                                                                                                                                                                  
|** 3.1    | - | 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.                                                        
| 4.1     | - | Second Amended and Restated Loan Agreement,
dated as of January 31, 2002, among Rogers Cable
Inc., as Borrower, The Toronto-Dominion Bank, as
Administrative Agent, and the lenders named
therein                                                                                                                                                                                                                                                                                                              
|** 4.2    | - | Indenture, dated as of August 1, 1992 among
Rogers Cablesystems Limited (now Rogers Cable
Inc.), as Issuer, Rogers Cable T.V. Limited (now
Rogers Cable Inc) and Rogers Ottawa
Limited/Limitée, as Guarantors, and Chemical
Bank (now JPMorgan Chase Bank), as Trustee,
relating to issuance of Rogers Cable Inc.s 9
5/8% Senior Secured Second Priority Notes due
2002                                                                                                                                       
|*** 4.3   | - | Indenture, dated as of September 1, 1992 among
Rogers Cablesystems Limited (now Rogers Cable
Inc.), as Issuer, Rogers Cable T.V. Limited (now
Rogers Cable Inc) and Rogers Ottawa
Limited/Limitée, as Guarantors, and Chemical
Bank (now JPMorgan Chase Bank), as Trustee,
relating to issuance of Rogers Cable Inc.s 10
1/8% Senior Secured Second Priority Debentures
due 2012                                                                                                                              
|**** 4.4  | - | Indenture, dated as of January 15, 1994 among
Rogers Cablesystems Limited (now Rogers Cable
Inc.), as Issuer, Rogers Cable T.V. Limited (now
Rogers Cable Inc) and Rogers Ottawa
Limited/Limitée, as Guarantors, and Chemical
Bank (now JPMorgan Chase Bank), as Trustee,
relating to issuance of Rogers Cable Inc.s
9.65% Senior Secured Second Priority Debentures
due 2014                                                                                                                                 
|* 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
(now JPMorgan Chase Bank), as Trustee, relating
to issuance of Rogers Cable Inc.s 10% Senior
Secured Second Priority Notes due 2005        
|***** 4.6 | - | 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
(now JPMorgan Chase Bank), as Trustee, relating
to issuance of Rogers Cable Inc.s 10% Senior
Secured Second Priority Debentures due 2007
|***** 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
(now JPMorgan Chase Bank), as Trustee, relating
to issuance of Rogers Cable Inc.s 11% Senior
Subordinated Guaranteed Debentures due 2015
| 4.8     | - | Indenture, dated as of February 5, 2002 between
Rogers Cable Inc., as Issuer, and CIBC Mellon
Trust Company, as Trustee, relating to issuance
of Rogers Cable Inc.s 7.60% Senior (Secured)
Second Priority Notes due 2007                                                                                                                                                                                                                                                                                     
| 4.9     | - | Indenture, dated as of April 30, 2002 between
Rogers Cable Inc., as Issuer, and JPMorgan Chase
Bank, as Trustee, relating to issuance of Rogers
Cable Inc.s 7.875% Senior (Secured) Second
Priority Notes due 2012                                                                                                                                                                                                                                                                                            
| 4.10    | - | Indenture, dated as of April 30, 2002 between
Rogers Cable Inc., as Issuer, and JPMorgan Chase
Bank, as Trustee, relating to issuance of Rogers
Cable Inc.s 8.75% Senior (Secured) Second
Priority Debentures due 2032                                                                                                                                                                                                                                                                                        
| 8.1     | - | Subsidiaries of Rogers Cable Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| 11.1   |   | Section 302 Certification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| 11.2   | - | Section 906 Certification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      



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|     |  | Filed as an exhibit to Registration Statement No. 333-87972 and incorporated herein by reference thereto.
|----- |  | ---------------------------------------------------------------------------------------------------------
|    |  | Filed herewith                                                                                           
|*     |  | Filed as an exhibit to Registration Statement No. 33-90714 and incorporated
herein by reference thereto  
|**    |  | Filed as an exhibit to Registration Statement No. 33-48588 and incorporated
herein by reference thereto  
|***   |  | Filed as an exhibit to Registration Statement No. 33-51038 and incorporated
herein by reference thereto  
|****  |  | Filed as an exhibit to Registration Statement No. 33-73092 and
incorporated herein by reference thereto  
|***** |  | Filed as an exhibit to Registration Statement No. 33-98044 and
incorporated herein by reference thereto