##### Table of Contents



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 þ
    
    ANNUAL REPORT PURSUANT TO
SECTION 13(A) OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended     December 31, 2004
 OR o
    
    TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto.Commission file number
     333-87972
 ROGERS CABLE INC.
  Not Applicable 
 Ontario, Canada 
 333 Bloor Street East, 7th Floor
         Toronto, Ontario, Canada M4W 1G9 
 Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class
    
    Name of each exchange on which registeredNot applicable
    
    Not applicable
 
   Not applicable
 
 Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:10% Senior Secured Second Priority Notes due 2005
7.25% Senior (Secured) Second Priority Notes due 2011
7.875% Senior (Secured) Second Priority Notes due 2012
6.25% Senior (Secured) Second Priority Notes due 2013
5.50% Senior (Secured) Second Priority Notes due 2014
6.75% Senior (Secured) Second Priority Notes due 2015
8.75% Senior (Secured) Second Priority Debentures due 2032
11% Senior Subordinated Guaranteed Debentures due 2015 
 Indicate the number of outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the annual report. 100,000,000 Class A common shares118,166,003 Class B common shares306,904 fourth preferred shares151,800 seventh preferred shares
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceeding 12 months (or for
such shorter period that the registrant was required to file such reports); and (2) has been
subject to such filing requirements for the past 90 days. þ Yes     o No Indicate by check mark which financial statement item the registrant has elected to follow. o Item 17     þ Item 18 Unless otherwise noted, all references to dollar amounts in this Form 20-F are stated in Canadian
dollars. On December 31, 2004, 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$0.8310. For the purposes of this Form 20-F, references to Cable we, us our or the Company are to
Rogers Cable Inc. and its subsidiaries, references to RCI are to Rogers Communications Inc. and
references to Rogers and the Rogers group of companies are to RCI together with its
subsidiaries. Rogers is a trademark of Rogers Communications Inc. This document also makes reference to other
trademarks of RCI and its subsidiaries.




---



##### Table of Contents



Documents Incorporated by Reference Important business and financial information relating to Cable is incorporated by reference from
Cables Managements Discussion and Analysis and Consolidated Financial Statements for the year
ended December 31, 2004, which was furnished to the Securities and Exchange Commission (SEC)
under cover of a Form 6-K dated March 18, 2005. Cautionary Statement Regarding Forward-Looking Information This Form 20-F contains forward-looking statements concerning the business, operations and
financial performance and condition of Cable. When used in this Form 20-F, the words believe, anticipate, intend, estimate, expect,
project and similar expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain such words. These forward-looking statements are based on
current expectations and are naturally subject to uncertainty and changes in circumstances that may
cause actual results to differ materially from those expressed or implied by such forward-looking
statements. Factors that may cause such differences include but are not limited to economic,
business, technological, competitive and regulatory factors. More detailed information about these
and other factors is included in this Form 20-F under the section
entitled Item 3  Key
Information  Risk Factors. We are under no obligation to update or alter our forward-looking
statements whether as a result of new information, future events or otherwise. 2




---



TABLE OF CONTENTS  PART IITEM 1  IDENTITY OF DIRECTORS, SENIOR MANAGERS AND ADVISORSITEM 2  OFFER STATISTICS AND EXPECTED TIMETABLEITEM 3  KEY INFORMATIONITEM 4  INFORMATION ON THE COMPANYITEM 5  OPERATING AND FINANCIAL REVIEW AND PROSPECTSITEM 6  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESITEM 7  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSITEM 8  FINANCIAL INFORMATIONITEM 9  LISTING DETAILSITEM 10 ADDITIONAL INFORMATIONITEM 11  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 12  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIESPART IIITEM 13 DEFAULTS, DIVIDENDS ARREARAGES AND DELINQUENCIESITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITIES HOLDERS AND USE OF PROCEEDSITEM 15  DISCLOSURE CONTROLS AND PROCEDURESITEM 16A  AUDIT COMMITTEE FINANCIAL EXPERTITEM 16B  CODE OF ETHICSITEM 16C  PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IIIITEM 17  FINANCIAL STATEMENTSITEM 18  FINANCIAL STATEMENTSITEM 19  EXHIBITSEXHIBIT INDEXSIGNATURESEXHIBIT INDEXEX-12.1: CERTIFICATIONEX-12.2: CERTIFICATIONEX-12.3: CERTIFICATIONEX-12.4: SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTSEX-12.5: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    Table of Contents  
 PART I 
 ITEM 1  IDENTITY OF DIRECTORS, SENIOR MANAGERS AND ADVISORS Not applicable. 
 ITEM 2  OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable. 3




---



##### Table of Contents



ITEM 3  KEY INFORMATIONSelected Consolidated Financial Data The following data should be read in conjunction with our audited consolidated financial
statements, the notes related to those financial statements and the
section entitled Item 5 
Operating and Financial Review and Prospects. The selected data for and as of each of the five
years ended December 31, 2004 is derived from our audited consolidated financial statements which
have been audited by KPMG LLP, independent chartered accountants, whose report on the audited
consolidated financial statements is included in this annual report. Our consolidated financial statements have been prepared in accordance with Canadian Generally
Accepted Accounting Principles (GAAP). For a discussion of the principal differences between
Canadian and U.S. GAAP, see note 22 to our audited consolidated financial statements. The information in the following tables has been reclassified to reflect the retrospective
application of new accounting policies, which resulted in the revised classification of certain
items of revenue and expense, as described in note 3 to the tables. Long-term debt has been
reclassified to exclude the effect of our cross-currency interest rate exchange agreements, as
described in note 12 to the tables. Year Ended December 31,2000
    
    
    2001
    
    
    2002
    
    
    2003
    
    
    2004(In thousands of dollars except per share amounts)AMOUNTS UNDER CANADIAN GAAP(1)Statement of Income Data(2)Operating revenueCore cable services(3)
    
    $
    990,857
    
    
    $
    1,056,639
    
    
    $
    1,113,889
    
    
    $
    1,186,398
    
    
    $
    1,253,053Internet services
    
    
    111,476
    
    
    
    166,528
    
    
    
    242,635
    
    
    
    322,290
    
    
    
    378,912Video stores operations
    
    
    203,583
    
    
    
    228,301
    
    
    
    262,995
    
    
    
    282,635
    
    
    
    316,954Inter-company eliminations
    
    
    (4,244
    )
    
    
    (4,869
    )
    
    
    (4,965
    )
    
    
    (3,201
    )
    
    
    (3,264
    )Total operating revenue(3)
    
    
    1,301,672
    
    
    
    1,446,599
    
    
    
    1,614,554
    
    
    
    1,788,122
    
    
    
    1,945,655Operating expensesCable servicesSales and marketing expenses(3)
    
    
    48,092
    
    
    
    60,440
    
    
    
    82,983
    
    
    
    89,237
    
    
    
    123,426Operating, general and
administrative expenses(3)
    
    
    610,955
    
    
    
    664,460
    
    
    
    731,594
    
    
    
    779,663
    
    
    
    827,996Total cable services operating expenses
    
    
    659,047
    
    
    
    724,900
    
    
    
    814,577
    
    
    
    868,900
    
    
    
    951,422Video stores operationsCost of video stores sales
    
    
    92,781
    
    
    
    99,962
    
    
    
    121,335
    
    
    
    129,938
    
    
    
    145,936Sales and marketing expenses
    
    
    85,525
    
    
    
    98,679
    
    
    
    109,102
    
    
    
    115,831
    
    
    
    125,328Operating, general and
administrative expenses
    
    
    10,781
    
    
    
    11,122
    
    
    
    11,025
    
    
    
    13,180
    
    
    
    17,574Total video stores operating expenses
    
    
    189,087
    
    
    
    209,763
    
    
    
    241,462
    
    
    
    258,949
    
    
    
    288,838Management fees(4)
    
    
    25,949
    
    
    
    28,781
    
    
    
    31,745
    
    
    
    35,385
    
    
    
    38,913Inter-company eliminations
    
    
    (4,244
    )
    
    
    (4,869
    )
    
    
    (4,965
    )
    
    
    (3,201
    )
    
    
    (3,264
    )Total operating expenses
    
    
    869,839
    
    
    
    958,575
    
    
    
    1,082,819
    
    
    
    1,160,033
    
    
    
    1,275,909Workforce reduction(5)
    
    
    
    
    
    
    
    
    
    
    5,850
    
    
    
    Cable system integration and At Home
termination(5)
    
    
    10,612
    
    
    
    60,436
    
    
    
    
    
    
    
    Depreciation and amortization(6)(7)
    
    
    343,082
    
    
    
    433,829
    
    
    
    484,224
    
    
    
    482,050
    
    
    
    486,038Operating income (loss)
    
    
    78,139
    
    
    
    (6,241
    )
    
    
    41,661
    
    
    
    146,039
    
    
    
    183,708Interest expense(8)
    
    
    192,025
    
    
    
    174,626
    
    
    
    213,332
    
    
    
    240,670
    
    
    
    247,917Dividend income from affiliated
company(9)
    
    
    (39,380
    )
    
    
    (32,228
    )
    
    
    (5,447
    )
    
    
    (4,488
    )
    
    
    Foreign exchange loss (gain)
    
    
    3,460
    
    
    
    1,452
    
    
    
    3,090
    
    
    
    (49,302
    )
    
    
    41,089Change in fair value of derivative
instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34,570
    )Other expense (income), net(10)
    
    
    (30,099
    )
    
    
    (8,700
    )
    
    
    35,903
    
    
    
    6,461
    
    
    
    18,885Loss before income taxes
    
    
    (47,867
    )
    
    
    (141,391
    )
    
    
    (205,217
    )
    
    
    (47,302
    )
    
    
    (89,613
    )Income tax expense (reduction)
    
    
    (32,497
    )
    
    
    5,314
    
    
    
    (146,387
    )
    
    
    7,541
    
    
    
    1,196Loss for the year
    
    $
    (15,370
    )
    
    $
    (146,705
    )
    
    $
    (58,830
    )
    
    $
    (54,843
    )
    
    $
    (90,809
    )Basic and diluted loss per share
    
    $
    (0.28
    )
    
    $
    (0.82
    )
    
    $
    (0.29
    )
    
    $
    (0.27
    )
    
    $
    (0.42
    )
 4




---



##### Table of Contents



As at December 31,2000
    
    
    2001
    
    
    2002
    
    
    2003
    
    
    2004(In thousands of dollars)Balance Sheet Data (at year end)Property, plant and equipment, net
    
    $
    1,978,223
    
    
    $
    2,373,625
    
    
    $
    2,556,847
    
    
    $
    2,595,761
    
    
    $
    2,709,894Goodwill(7)
    
    
    739,777
    
    
    
    926,445
    
    
    
    926,445
    
    
    
    926,445
    
    
    
    926,445Other intangible assets
    
    
    2,080
    
    
    
    1,560
    
    
    
    1,040
    
    
    
    520
    
    
    
    Total assets
    
    
    3,557,044
    
    
    
    3,661,722
    
    
    
    3,806,778
    
    
    
    3,727,216
    
    
    
    3,861,925Senior debt(11)(12)
    
    
    1,560,741
    
    
    
    1,615,415
    
    
    
    2,238,016
    
    
    
    2,326,619
    
    
    
    2,818,034Total debt(11)(12)
    
    
    1,748,266
    
    
    
    2,300,090
    
    
    
    2,622,077
    
    
    
    2,473,533
    
    
    
    3,195,853Shareholders equity (deficiency)
    
    
    1,470,206
    
    
    
    1,090,916
    
    
    
    902,041
    
    
    
    670,710
    
    
    
    (146,146
    )Additions to property, plant and equipment (excluding video
rental purchases)
    
    
    650,349
    
    
    
    749,747
    
    
    
    650,871
    
    
    
    509,562
    
    
    
    587,906
 Year Ended December 31,2000
    
    
    2001
    
    
    2002
    
    
    2003
    
    
    2004(In thousands of dollars except per share amounts)AMOUNTS UNDER U.S. GAAP(1)Statement of Income Data(2)Operating revenue(3)
    
    $
    1,301,672
    
    
    $
    1,446,599
    
    
    $
    1,614,554
    
    
    $
    1,788,122
    
    
    $
    1,953,382Operating income (loss)
    
    $
    76,655
    
    
    $
    (11,485
    )
    
    $
    47,509
    
    
    $
    149,172
    
    
    
    193,470Interest expense(8)
    
    
    188,201
    
    
    
    172,297
    
    
    
    206,616
    
    
    
    236,161
    
    
    
    245,757Other expense (income), net(10)
    
    
    (106,293
    )
    
    
    (77,646
    )
    
    
    (8,108
    )
    
    
    67,398
    
    
    
    97,182Loss before income taxes and
cumulative change in accounting
principles
    
    
    (5,253
    )
    
    
    (106,136
    )
    
    
    (150,999
    )
    
    
    (154,387
    )
    
    
    (149,469
    )Income tax expense (reduction)
    
    
    (22,411
    )
    
    
    (34,901
    )
    
    
    (146,387
    )
    
    
    7,196
    
    
    
    1,425Income (loss) before cumulative changes
in accounting principles
    
    
    17,158
    
    
    
    (71,235
    )
    
    
    (4,612
    )
    
    
    (161,583
    )
    
    
    (150,894
    )Cumulative effect of change in
accounting principles for derivative
financial instruments
    
    
    
    
    
    
    (34,551
    )
    
    
    
    
    
    
    
    
    
    
    Net income (loss) for the year
    
    $
    17,158
    
    
    $
    (105,786
    )
    
    $
    (4,612
    )
    
    $
    (161,583
    )
    
    $
    (150,894
    )Basic and diluted loss per share
    
    $
    (0.11
    )
    
    $
    (0.63
    )
    
    $
    (0.05
    )
    
    $
    (0.76
    )
    
    $
    (0.69
    )
 As at December 31,2000
    
    
    2001
    
    
    2002
    
    
    2003
    
    
    2004(In thousands of dollars)Balance sheet dataProperty, plant and equipment, net
    
    $
    2,016,995
    
    
    $
    2,413,094
    
    
    $
    2,599,481
    
    
    $
    2,638,118
    
    
    $
    2,751,520Goodwill(7)
    
    
    840,129
    
    
    
    1,057,892
    
    
    
    1,057,892
    
    
    
    1,057,892
    
    
    
    1,057,892Other intangible assets
    
    
    2,080
    
    
    
    1,560
    
    
    
    1,040
    
    
    
    520
    
    
    
    130Total assets
    
    
    3,676,516
    
    
    
    3,812,712
    
    
    
    4,012,171
    
    
    
    3,889,732
    
    
    
    4,028,516Senior debt(11)(12)
    
    
    1,560,741
    
    
    
    1,615,415
    
    
    
    2,238,016
    
    
    
    2,326,619
    
    
    
    2,818,034Total debt(11)(12)
    
    
    1,748,266
    
    
    
    2,300,090
    
    
    
    2,622,077
    
    
    
    2,473,533
    
    
    
    3,195,853Shareholders equity (deficiency)
    
    
    1,549,463
    
    
    
    1,241,906
    
    
    
    1,107,434
    
    
    
    770,901
    
    
    
    (113,059
    )
   (1)
    
    In certain respects, Canadian GAAP differs from U.S. GAAP. Accordingly, certain line items
with respect to Statement of Income Data and Balance Sheet Data differ as a result of the
application of U.S. GAAP. For a discussion of the principal differences between Canadian and
U.S. GAAP, see note 22 to our audited consolidated financial statements.(2)
    
    During 2000, we entered into an agreement with Shaw to exchange certain cable television and
Internet assets effective November 1, 2000. We exchanged our cable television and Internet
assets in British Columbia, with approximately 623,000 basic cable subscribers and
approximately 105,000 Internet subscribers, for Shaws cable television and Internet assets in
southern Ontario and New Brunswick, with approximately 601,000 basic cable subscribers and
approximately 78,000 Internet subscribers. In February 2001, we acquired Cable Atlantic Inc.,
which has since been amalgamated into Rogers Cable Communications Inc. (RCCI). As a result,
RCCI now has cable television systems serving approximately 70,000 basic cable subscribers in
Newfoundland and Labrador. In November 2001, we sold our 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.(3)
    
    Effective January 1, 2004, the Company adopted new Canadian accounting standards including
CICA Emerging Issues Committee Abstract 142, Revenue Arrangements with Multiple Deliverables
and EIC 5




---



##### Table of Contents



141 Revenue Recognition regarding the determination of separate units of accounting in
multiple element revenue arrangements, the timing of revenue recognition and the classification
of certain items as revenue or expense. For additional details, see note 2(r)(ii) to our
audited consolidated financial statements.  
    Installation fee revenue from both new connects and re-connects are now deferred and
amortized over the estimated life of the subscriber which we have determined to be
approximately four years based on churn, transfers of service and moves. Installation costs
up to the amount of installation revenue earned from re-connects are also deferred and
amortized over the estimated life of the subscriber. At December 31, 2004, the revenue
deferred with respect to installations was $7.7 million and the related deferred re-connect
costs were $5.0 million.
    Gross proceeds from the sale of equipment are now classified as equipment revenue.
Previously, these amounts were recorded as a reduction to sales expense.
    Certain other recoveries from subscribers related to collections activities are now
recorded in revenue rather than as a recovery of operating, general and administrative
expenses. The effect of this adoption is as follows: Year Ended December 31,2000
    
    
    2001
    
    
    2002
    
    
    2003
    
    
    2004(In millions of dollars)Operating revenue:Prior to adoption
    
    $
    1,291.2
    
    
    $
    1,433.0
    
    
    $
    1,596.4
    
    
    $
    1,769.2
    
    
    $
    1,927.3After adoption
    
    
    1,301.7
    
    
    
    1,447.0
    
    
    
    1,614.6
    
    
    
    1,788.1
    
    
    
    1,945.7Sales and marketing expenses:Prior to adoption
    
    
    133.6
    
    
    
    159.1
    
    
    
    193.6
    
    
    
    206.8
    
    
    
    252.8After adoption
    
    
    133.6
    
    
    
    159.1
    
    
    
    192.1
    
    
    
    205.1
    
    
    
    248.8Operating, general and administrative expenses:Prior to adoption
    
    
    607.0
    
    
    
    657.1
    
    
    
    717.9
    
    
    
    769.0
    
    
    
    817.0After adoption
    
    
    617.5
    
    
    
    670.7
    
    
    
    737.7
    
    
    
    789.6
    
    
    
    842.1Loss for the year:Prior to adoption
    
    
    (15.4
    )
    
    
    (146.7
    )
    
    
    (58.8
    )
    
    
    (54.8
    )
    
    
    (88.1
    )After adoption
    
    
    (15.4
    )
    
    
    (146.7
    )
    
    
    (58.8
    )
    
    
    (54.8
    )
    
    
    (90.8
    )
  (4)
    
    We have entered into a management services agreement with RCI under which RCI provides
executive, administrative, financial, strategic planning, information technology and various
additional services to us. Those services relate to, among other things, assistance with tax
advice, Canadian regulatory matters, financial advice (including the preparation of business
plans and financial projections and the evaluation of additions to PP&E proposals), treasury
services, service on our board of directors and on committees of our boards of directors and
advice and assistance on relationships with employee groups, internal audits, purchasing and
legal services. In return for these services, we have agreed to pay RCI a fee equal to 2% of
our consolidated gross revenue. We have also agreed to reimburse RCI for all out-of-pocket
expenses incurred in respect of additional services not specifically covered by the management
services agreement provided to us.(5)
    
    During the years ended December 31, 2000 and 2001, we recorded cable system integration costs
of $10,612,000 and $16,462,000, respectively, pertaining to the integration of the Ontario and
New Brunswick cable television and Internet assets acquired effective November 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 and Labrador cable
systems acquired in the Cable Atlantic acquisition completed in February 2001. During the year
ended December 31, 2001, we incurred incremental operating expenses of $43,974,000 pertaining
to the termination of our relationship with At Home and the transition of our Internet
subscribers to our own regional network. During the year ended December 31, 2002, we reduced
our workforce by 187 employees primarily in the technical service, network operations and
engineering departments of our cable services segment, incurring $5,850,000 in 6




---



##### Table of Contents



costs primarily related to severance and other employee termination benefits. For additional
details, see notes 13 to our 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, the loss for the years ended December 31, 2000 and 2001 was decreased by $4,327,000
and $11,611,000, respectively.(7)
    
    Effective January 1, 2002, we adopted new accounting standards under Canadian and U.S. GAAP
relating to goodwill which is no longer amortized. For a more complete discussion see note
2(f) to our audited consolidated financial statements.(8)
    
    Consolidated interest expense for each of the five years ended December 31, 2004 is comprised
as follows: Year Ended December 31,2000
    
    
    2001
    
    
    2002
    
    
    2003
    
    
    2004(In thousands of dollars)Interest expense on inter-company subordinated debt
    
    $
    33,901
    
    
    $
    12,036
    
    
    $
    4,687
    
    
    $
    2,867
    
    
    $
    552Third party interest expense
    
    
    158,124
    
    
    
    162,590
    
    
    
    208,645
    
    
    
    237,803
    
    
    
    247,365Consolidated interest expense
    
    $
    192,025
    
    
    $
    174,626
    
    
    $
    213,332
    
    
    $
    240,670
    
    
    $
    247,917
  (9)
    Dividend income from affiliated company refers to dividends earned on investments in the
preferred shares of an affiliated company and are offset by a corresponding amount of interest
expense and/or dividends paid to an affiliated company. The investments in these preferred
shares relate to back to back preferred share transactions that have the effect of
transferring tax losses to our subsidiaries. For more information, see note 6 to our audited
consolidated financial statements.(10)
    Other expense (income) under Canadian and U.S. GAAP in the years ended December 31, 2002 and
2003 includes losses incurred on the repayment of long-term debt and the writedown of
investments in the years ended December 31, 2001 and 2002.(11)
    Senior debt includes secured long-term debt and operating bank loans but does not include
subordinated debt, inter-company subordinated debt or inter-company deeply subordinated debt.
Total debt includes the senior debt described above together with inter-company subordinated
debt and subordinated debt but does not include inter-company deeply subordinated debt.
Inter-company deeply subordinated debt (all of which was owed to RCI) has been excluded from
total debt because, under the terms of our various credit facilities, all payments on such
debt are restricted payments treated in the same manner as dividends on our common shares. 7




---



##### Table of Contents



The following table sets forth, for the periods indicated, a reconciliation of long-term debt to
total and senior debt: Reconciliation of Long-Term Debt to Total and Senior Debt December 31,2000
    
    
    2001
    
    
    2002
    
    
    2003
    
    
    2004(In thousands of dollars)Long-term debt(12)
    
    $
    1,748,266
    
    
    $
    1,814,490
    
    
    $
    2,417,577
    
    
    $
    2,473,533
    
    
    $
    2,954,853Inter-company subordinated debt as discussed below
    
    
    
    
    
    
    485,600
    
    
    
    204,500
    
    
    
    
    
    
    
    241,000Total debt(12)
    
    
    1,748,266
    
    
    
    2,300,090
    
    
    
    2,622,077
    
    
    
    2,473,533
    
    
    
    3,195,853Inter-company subordinated debt
    
    
    
    
    
    
    (485,600
    )
    
    
    (204,500
    )
    
    
    
    
    
    
    (241,000
    )Subordinated debt
    
    
    (187,525
    )
    
    
    (199,075
    )
    
    
    (179,561
    )
    
    
    (146,914
    )
    
    
    (136,819
    )Senior debt(12)
    
    $
    1,560,741
    
    
    $
    1,615,415
    
    
    $
    2,238,016
    
    
    $
    2,326,619
    
    
    
    2,818,034
 During 2000, we issued net $82,100,000 of additional inter-company subordinated debt owing
to RCI and converted the total outstanding $632,100,000 of inter-company subordinated debt owing
to RCI into Class B Common Shares issued by us to RCI. During 2001, we issued net $485,600,000 of
additional inter-company subordinated debt owing to RCI, all of which was repaid in 2002. We
subsequently issued net $204,500,000 of additional inter-company subordinated debt owing to RCI
in 2002. During the year ended December 31, 2003, we made a net repayment to RCI of $204,500,000
of inter-company subordinated debt, so that the ending balance at December 31, 2003 was nil.
During 2004, we issued $241,000,000 of intercompany subordinated debt owing to RCI. For a more
complete discussion, see note 10 to our audited consolidated financial statements.  (12)
    As a result of our adoption of new Canadian GAAP for hedge accounting, effective January 1,
2004, we no longer treat the impact of our cross-currency interest rate exchange agreements
(swaps) as a component of long-term debt. For comparison purposes, all prior periods have been
reclassified. Accordingly, our total debt and senior debt at each period end under Canadian
and U.S. GAAP are presented at the balance sheet rate of exchange and do not include the
effect of our swaps. Dividends and Distributions We paid dividends on the First Preferred Shares of nil, $4.5 million, $5.4 million, $32.2 million
and $39.4 million (nil, US$3.5 million, US$3.4 million, US$20.2 million and US$26.3 million) in the
years ended December 31, 2004, 2003, 2002, 2001 and 2000, respectively, and paid dividends on the
Companys Class A and Class B Common Shares of nil, nil, $57.6 million, nil and nil (nil, nil, U.S
$36.5 million, nil and nil) in the years ended December 31, 2004, 2003, 2002, 2001 and 2000,
respectively. These dividends were paid to RCI and a wholly-owned subsidiary of RCI. In January 2004, RCI directed us to establish, and we adopted, a distribution policy to distribute
$6.0 million of cash per month to RCI on a regular basis beginning in January 2004. As a result,
in 2004 we distributed an aggregate $72.0 million to RCI under this distribution policy. In
addition, in November, 2004, we distributed $660 million as a return of capital to RCI. This
distribution was permitted under all agreements governing the Companys outstanding indebtedness.
As a result of this distribution, the stated value of the Class B Common Shares was reduced. During 2003, we distributed $72.0 million as a return of capital to RCI. This distribution was
permitted under all agreements governing the Companys outstanding indebtedness. As a result of
this distribution, the stated value of the Class B Common Shares was reduced. In 2002, in a series of transactions with a wholly-owned subsidiary of RCI, we were able to utilize
tax losses of $413.8 million, the benefit of which had previously been recorded at a value of
$124.6 million. For accounting purposes, the utilization of these losses has been recorded as a
distribution. See note 6(b)(ii) to the 2004 Consolidated Financial Statements. 8




---



##### Table of Contents



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 March 1, 2005, the inverse of the noon buying rate was Cdn$1.00 equals US$0.8048. Year ended
    
    Average (1)
    
    
    High
    
    
    Low
    
    
    Period EndDecember 31, 2004
    
    
    0.7719
    
    
    
    0.8493
    
    
    
    0.7158
    
    
    
    0.8310December 31, 2003
    
    
    0.7186
    
    
    
    0.7738
    
    
    
    0.6349
    
    
    
    0.7738December 31, 2002
    
    
    0.6368
    
    
    
    0.6619
    
    
    
    0.6200
    
    
    
    0.6329December 31, 2001
    
    
    0.6444
    
    
    
    0.6697
    
    
    
    0.6241
    
    
    
    0.6279December 31, 2000
    
    
    0.6725
    
    
    
    0.6969
    
    
    
    0.6410
    
    
    
    0.6669
 Month Ended
    
    Average (2)
    
    
    High
    
    
    Low
    
    
    Period EndFebruary, 28, 2005
    
    
    0.8064
    
    
    
    0.8134
    
    
    
    0.7961
    
    
    
    0.8133January 31, 2005
    
    
    0.8165
    
    
    
    0.8346
    
    
    
    0.8050
    
    
    
    0.8067December 31, 2004
    
    
    0.8206
    
    
    
    0.8435
    
    
    
    0.8064
    
    
    
    0.8310November 30, 2004
    
    
    0.8357
    
    
    
    0.8493
    
    
    
    0.8155
    
    
    
    0.8402October 31, 2004
    
    
    0.8020
    
    
    
    0.8201
    
    
    
    0.7858
    
    
    
    0.8191September 30, 2004
    
    
    0.7763
    
    
    
    0.7906
    
    
    
    0.7689
    
    
    
    0.7906
   (1)
    
    The average of the exchange rates on the last day of each month during the applicable year.(2)
    
    The average of the exchange rates for all days during the applicable month. Risk Factors The section is incorporated herein by reference to the Risks and Uncertainties section contained
on pages 30-35 of our Managements Discussion and Analysis for the year ended December 31, 2004. 
 ITEM 4  INFORMATION ON THE COMPANY A. History and Development of the Company Name and IncorporationRogers Cable Inc. is wholly owned by RCI and was amalgamated under the
Business Corporations Act (Ontario)on December 31, 2003. Our executive offices are located at 333 Bloor Street East, 7th Floor, Toronto, Ontario, Canada M4W
1G9. Our telephone number is 416-935-6666. Our agent for service of process in the United States
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. On December 31, 2003, we executed a corporate reorganization that involved the transfer of
substantially all of our assets to our wholly-owned subsidiary, RCCI. As part of the
reorganization, our subsidiaries, Rogers Cablesystems Ontario Limited, Rogers Ottawa
Limited/Limitée, Rogers Cable Atlantic Inc. and Rogers Cablesystems Georgian Bay Limited,
amalgamated with and continued as RCCI. As a result of the reorganization, we, through RCCI,
continue to conduct all of our operations and provide all of our services. RCCI assumed, as
co-obligor, our obligations under our deed of trust and some of our public indentures on a joint
and several basis with us. 9




---



##### Table of Contents



Recent Developments 2004 Highlights  
    In February 2004, together with RCI, we announced a plan for the deployment of an
advanced broadband Internet Protocol (IP) multimedia network to support voice-over-cable
telephony and other new voice and data services across our cable service areas, with
initial service availability now expected no earlier than mid-2005.
    On February 23, 2004, we redeemed $300.0 million aggregate principal amount of 9.65%
Senior Secured Second Priority Debentures due 2014 at a redemption price of 104.825% of the
aggregate principal amount.
    On March 11, 2004, we completed an offering of US$350.0 million aggregate principal
amount of Senior (Secured) Second Priority Notes due 2014. Cable used approximately
US$243.3 million of the net proceeds to refinance the drawdown under its New Bank Credit
Facility, which was used to fund the redemption of February 23, 2004 of $300.0 million
9.65% Senior Secured Debenture due 2014 at a redemption price of 104.825%. Cable used the
balance of the net proceeds from this offering to repay other existing indebtedness
outstanding under the New Bank Credit Facility and for general corporate purposes.
    We launched Rogers Yahoo! Hi-Speed Internet services and completed the transition of
our entire residential Internet base to the new platform. These broadband services include
some or all of the following features: safety and security features with parental controls;
an e-mail system with e-mail anti-virus; SpamGuard Plus; over 2 gigabytes of mail storage;
Rogers Yahoo! Photos with unlimited storage; Rogers Yahoo! Messenger; Internet music and
radio; and Rogers Yahoo! Games.
    On November 30, 2004, we completed an offering of $175.0 million 7.25% Senior (Secured)
Second Priority Notes due 2011 and US$280.0 million 6.75% Senior (Secured) Second Priority
Notes due 2015. 2003 Highlights  
    Our network rebuild project progressed further, increasing to 96% of Cables homes
passed being two-way addressable, 99% of subscribers digital capable and more than 92% of
the Cable plant capable of transmitting 750 MHz of bandwidth or greater.
    We continued to expand the availability of our video-on-demand (VOD) service, Rogers on
Demand, with availability reaching over 1.8 million homes by year end 2003, while
continuing to expand the number of VOD content agreements with various production studios
to bring the total number of available titles to over 1,000.
    We increased the throughput of our Hi-Speed Internet service up to 3Mbps, introduced
our personal video recorders (PVR), and launched 9 new high definition television (HDTV)
channels.
    We issued US$350 million (Cdn. equivalent $470.4 million) 6.25% Senior (Secured) Second
Priority Notes due 2013. Proceeds of this financing was used to repay advances outstanding
under Cables bank credit facility, intercompany debt owing to Rogers Communications Inc.
and to redeem US$74.8 million aggregate principal amount of Cables 10% Senior Secured
Second Priority Debentures due 2007 at a redemption price of 105.0% of the aggregate
principal amount, and for general corporate purposes. 10




---



##### Table of Contents



Business Overview This section incorporates herein by reference the Overview, Our Strategy, Seasonality,
Recent Cable Industry Trends, Government Regulation and Regulatory Developments, Intercompany
and Related Party Transactions and Key Performance Indicators and Non-GAAP Measures sections
contained on pages 3-6, 26-29, 36-38 and 44-47 of the Managements Discussion and Analysis for the
year ended December 31, 2004. Refer to Item 3  Key Information  Selected Consolidated Financial Data for a breakdown of revenue
by category. Property, Plant and Equipment Expenditures The nature of the cable television business is such that the construction, rebuild and expansion of
a cable system is highly capital intensive. We categorize our additions to PP&E according to a
standardized set of reporting categories that were developed and agreed to by U.S. cable television
industry and enable easier comparisons between the additions to PP&E of the companies. Under these
industry definitions, additions to PP&E fall into the following five categories:  
    customer premises equipment (CPE), which includes the equipment and the associated
installation costs;
    scaleable infrastructure, which includes non-CPE costs to meet business growth and to
provide service enhancements;
    line extensions, which includes network costs to enter new service areas;
    upgrade and rebuild, which includes the costs to modify or replace existing coax and fibre
networks; and
    support capital, which includes the costs associated with the replacement or enhancement of
non-network assets. Additions to PP&E for the years ended December 31, 2002, 2003 and 2004 were: Year Ended December 31,(In millions of dollars)
    
    2002
    
    
    2003
    
    
    2004Customer premises equipment
    
    $
    226.8
    
    
    $
    181.6
    
    
    $
    204.0Scaleable infrastructure
    
    
    90.0
    
    
    
    80.1
    
    
    
    188.0Line extensions
    
    
    54.6
    
    
    
    49.4
    
    
    
    53.7Upgrade and rebuild
    
    
    185.2
    
    
    
    114.4
    
    
    
    40.8Support capital
    
    
    86.3
    
    
    
    71.0
    
    
    
    87.1Cable additions to PP&E
    
    
    642.9
    
    
    
    496.5
    
    
    
    573.6Video stores additions to PP&E
    
    
    8.0
    
    
    
    13.1
    
    
    
    14.3Total additions to PP&E
    
    $
    650.9
    
    
    $
    509.6
    
    
    $
    587.9
 PP&E not yet in service totalled $146.1 million for the year ended December 31, 2004. Organizational Structure Refer to Item 7. Property, Plant and Equipment In most instances, we own the assets essential to our operations. The major fixed assets are
coaxial and fibre optic cables, set-top terminals and cable modems, electronic transmission,
receiving, processing, digitizing 11




---



##### Table of Contents



and distributing equipment, IP routers, data storage servers and network management equipment,
microwave equipment and antennae, and radio and television broadcasting equipment (including
television cameras and television production facilities). The operating systems and software
related to these assets are either owned by us or are used under license. We generally lease various distribution facilities from third parties, including space on utility
poles and underground ducts for the placement of some of the cable system and roof rights. We
either own or lease land for the placement of our hub sites and headends and space for other
portions of the distribution system. We either own or lease our offices from third parties and, in certain instances, from RCI and
Rogers Wireless Communications Inc. (Rogers Wireless). All except one of our Rogers Video store
locations are leased from third parties. We own our service vehicles, data processing facilities
and test equipment. Substantially all of our assets, with certain exceptions, are subject to
various security interests in favour of the trustee under the deed of trust. We own or have licensed various brands and trademarks used in our businesses. Various of our trade
names are protected by trademark. Our intellectual property, including our trade names, brands,
properties and customer lists, are important to our operations. Environmental protection requirements applicable to our operations are not expected to have a
significant effect on our additions to PP&E, earnings or competitive position in the current or
future fiscal years. Information on additions to PP&E in relation to our voice-over-cable telephony initiative is
incorporated herein by reference to the section entitled OverviewOur Voice-Over Cable Telephony
Initiative on page 5 of our Managements Discussion and Analysis for the year ended December 31,
2004. 
 ITEM 5  OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion and analysis of financial condition and results of operations should be
read in conjunction with our audited consolidated financial statements for the year ended December
31, 2004 and the notes related to those financial statements, which are incorporated herein by
reference. This section also incorporates herein by reference the Critical Accounting Policies
and Estimates, New Accounting Standards Implemented in 2004, and U.S. GAAP Differences
sections contained on pages 38-44 of our Managements Discussion and Analysis for the year ended
December 31, 2004 and to the Cautionary Regarding Forward-Looking Statements section contained on
page 2 of our Managements Discussion and Analysis for the year ended December 31, 2004. Operating and Financial Results Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 This section is incorporated herein by reference to the Operating and Financial Results section
contained on pages 6-14 of our Managements Discussion and Analysis for the year ended December 31,
2004. Year Ended December 31, 2003 Compared to Year Ended December 31, 2002 This section is incorporated herein by reference to the Operating and Financial Results section
contained on pages 15-21 of our Managements Discussion and Analysis for the year ended December
31, 2004. 12




---



##### Table of Contents



Liquidity and Capital Resources This section is incorporated herein by reference to the Liquidity and Capital Resources section
contained on pages 21-26 of our Managements Discussion and Analysis for the year ended December
31, 2004. Trend information This section is incorporated herein by reference to the Recent Cable Industry Trends section
contained on page 6 of our Managements Discussion and Analysis for the year ended December 31,
2004. Off-balance sheet arrangements This section is incorporated herein by reference to the Off-Balance Sheet Arrangements section
contained on page 35 of our Managements Discussion and Analysis for the year ended December 31,
2004. Contractual obligations This section is incorporated herein by reference to the Commitments and Contractual Obligations
section contained on page 35 of our Managements Discussion and Analysis for the year ended
December 31, 2004. Safe Harbor Refer to page 2  Cautionary Statement Regarding Forward-Looking Statements. U.S. GAAP reconciliation This section is incorporated herein by reference to note 22 of our Consolidated Financial
Statements for the year ended December 31, 2004 and to the U.S. GAAP Differences section
contained on pages 43-44 of our Managements Discussion and Analysis for the year ended December
31, 2004. 
 ITEM 6  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES Following is a list of our directors and officers prepared as of December 31, 2004, indicating
their municipality of residence and their principal occupation during the five preceding years.
Each director is elected by RCI, our sole shareholder, to serve until a successor is elected or
appointed. Officers are appointed annually and serve at the discretion of the Board of Directors. Name
    

PositionEdward S. Rogers, O.C.
    
    Director and ChairmanH. Garfield Emerson, Q.C., ICD.D
    
    Director and Vice ChairmanEdward Rogers (2)
    
    Director, President and Chief Executive OfficerMichael A. Adams(3)
    
    Executive Vice President and Chief Operating OfficerPaul V. Nielsen
    
    President, Rogers Business SolutionsRobert J. Barker
    
    Senior Vice President, National Cable OperationsDonald W. Huff
    
    Senior Vice President, FinanceDermot J.A. OCarroll
    
    Senior Vice President, Engineering & Network OperationsThomas M. Vari
    
    Senior Vice President and Chief Information OfficerJohn Munro
    
    Senior Vice President, Chief Marketing OfficerPamela J. Dinsmore
    
    Vice President, RegulatoryCharles W. van der Lee
    
    President and Chief Executive Officer, Rogers VideoColette Watson
    
    Vice President, External RelationsKenneth G. Engelhart
    
    Vice President, Regulatory LawM. Lorraine Daly
    
    Vice President, Treasurer
 13




---



##### Table of Contents



Name
    

PositionAlan D. Horn
    
    Vice PresidentPhilip B. Lind, C.M.
    
    Director and Vice PresidentDavid P. Miller
    
    Vice President, General Counsel and SecretaryGraeme H. McPhail
    
    Vice President, Associate General CounselE. Jennifer Warren
    
    Vice President, Assistant General CounselRonald D. Besse (1)
    
    DirectorPeter C. Godsoe, O.C.
    
    DirectorThomas I. Hull
    
    DirectorRobert W. Korthals
    
    DirectorAlexander Mikalachki
    
    DirectorThe Hon. David R. Peterson, P.C., Q.C.
    
    DirectorLoretta A. Rogers(2)
    
    DirectorMelinda M. Rogers(2)
    
    DirectorWilliam T. Schleyer
    
    DirectorJohn A. Tory, Q.C.
    
    DirectorJ. Christopher C. Wansbrough(1)
    
    DirectorColin D. Watson(1)
    
    DirectorW. David Wilson
    
    Director
   (1)
    Denotes member of the Audit Committee.(2)
    Edward Rogers is the son and Melinda Rogers is the daughter of Edward S. Rogers, O.C., Loretta A.
Rogers is the wife of Edward S. Rogers, O.C.(3)
    Mr. Adams became our Executive Vice President and Chief Operating Officer, effective April 20, 2004. Edward S. Rogers, O.C, 71, resides in Toronto, Ontario and has served as Chairman of
our Board of Directors since 1999 and has been President, Chief Executive Officer and a director of
RCI since 1979. From February 2003 to May 2003, Mr. Rogers served as a director and Vice Chairman
of Rogers Cable Mr. Rogers also serves as a director of Rogers Wireless, Rogers Media, Rogers
Telecommunications Limited, Cable Television Laboratories, Inc. and the Canadian Cable Television
Association. Mr. Rogers was appointed an Officer of the Order of Canada in 1990 and inducted into
the Canadian Business Hall of Fame in 1994. In 2002, Mr. Rogers was inducted into the U.S. Cable
Hall of Fame. H. Garfield Emerson, Q.C., ICD.D.,64, resides in Toronto, Ontario and was appointed
non-executive Vice-Chairman of our board of directors in 2001 and served as a Director since March
2000. Mr. Emerson has served as non-executive Chairman of the board of directors of RCI since 1993
and has been a director of RCI since 1989. Mr. Emerson is the National Chairman and a senior
partner in the law firm of Fasken Martineau DuMoulin LLP. Mr. Emerson is also a director of the
Canada Deposit Insurance Corporation, CAE Inc., Wittington Investments, Limited, Rogers Wireless,
Rogers Media, Rogers Telecommunications Limited and Sunnybrook & Womens College Health Sciences
Centre. From 1990 to 2001, Mr. Emerson served as President and Chief Executive Officer of N M
Rothschild & Sons Canada Limited, an investment banking firm. Prior to this, Mr. Emerson practiced
law as a senior partner with Davies, Ward & Beck, Toronto, from 1970 to 1990. Mr. Emerson holds an
Honours B.A. (History) and LL.B, University of Toronto, was called to the Bar of Ontario in 1968
and appointed Queens Counsel in 1980. Edward Rogers, 35, resides in Toronto, Ontario and was appointed as a director in June 2003.
Mr. Rogers has served as a director of RCI since May 1997 and also serves as a director of Rogers
Wireless, Rogers Media and Futureway Communications Inc. Mr. Rogers was appointed our President and
Co-Chief Executive Officer in February 2003 and became President and Chief Executive Officer in
June 2003. From 1998 to 2000, Mr. Rogers served as our Vice President and General Manager, Greater
Toronto Area. From 2000 to February 2003, Mr. Rogers served as Senior Vice President, Planning and
Strategy for RCI. Michael A. Adams,resides in Toronto, Ontario and became our Executive Vice President and
Chief Operating Officer, effective April 20, 2004. Prior to his appointment with us, Mr. Adams held
several senior executive positions with RCN Corporation since 1997, most recently serving as Chief
Strategy Officer. 14




---



##### Table of Contents



Mr. Adams formerly served on the Board of Directors for Commonwealth Telephone, RCN, Megacable,
S.A. de C.V. and Megacable Comunicaciones de Mexico S.A. Paul V. Nielsen,resides in Markham, Ontario and was appointed our President, Rogers Business
Solutions in December 2004. From 2004 to 2003, Mr. Nielson was Senior Vice President, Sales and
Distribution, prior to which he served as our Vice President and General Manager, Rogers Business
Solutions. From 2000 to 2001, Mr. Nielsen served as Vice President, Small & Medium Enterprise for
Bell Canada. Robert J. Barker, resides in Toronto, Ontario and was appointed our Senior Vice President,
National Cable Operations in 1999. From 1988 to 1999, Mr. Barker was Vice President and General
Manager, English Canada for Cogeco Cable Inc., a cable television company. Donald W. Huff,resides in Pickering, Ontario and has been our Senior Vice President, Finance
since 2002. From 1996 to 2000, Mr. Huff served as Corporate Controller. From 2000 to 2002, Mr. Huff
served as Vice President, Controller. Mr. Huff has been associated with us since 1990. Dermot J.A. OCarroll, resides in Toronto, Ontario and has been our Senior Vice President,
Engineering & Network Operations since 1999. Mr. OCarroll has been associated with us since 1995. Thomas M. Vari, resides in Thornhill, Ontario and was appointed our Senior Vice President and
Chief Information Officer in February 2004, prior to which Mr. Vari served as our Vice President,
IT and Chief Information Officer since 1998. From 1995 to 1998, Mr. Vari was our Director IT,
Digital Project. John Munro, resides in Delta, British Columbia and was appointed our Senior Vice President,
Chief Marketing Officer in July 2004. From August 2003 to July 2004, Mr. Munro served as our Vice
President, Marketing. From 2000 until August 2003, Mr. Munro served as Vice President, Marketing
of Rogers Video. Prior to joining us in 2000, Mr. Munro was President of 360 Data Base Marketing
and First Event and Sponsorship Marketing. Pamela J. Dinsmore, resides in Toronto, Ontario and has served as our Vice President,
Regulatory since 1997. Ms. Dinsmore has been associated with us since 1995. Charles W. van der Lee,resides in Surrey, British Columbia and has been our President and
Chief Executive Officer of Rogers Video (which is headquartered in Richmond, B.C.) since 1998 and
President and Chief Operating Officer of Rogers Video from 1992 to 1998. Mr. van der Lee joined
Rogers Video in 1990 as Vice President, Sales and Operations. Colette Watson,resides in Nepean, Ontario and was appointed our Vice President, External
Relations in 2000. In addition to her duties at Rogers Cable Inc., Ms. Watson has been on
secondment to the Cable Public Affairs Channel (CPAC), a national public affairs television channel
since March 2001. Ms. Watson has been associated with us since 1990. Kenneth G. Engelhart,resides in Toronto, Ontario and has been our Vice President, Regulatory
Law since 1997. Mr. Engelhart has also served as Vice President, Regulatory Law of RCI since 1992
and has been associated with RCI since 1990. M. Lorraine Daly,resides in Mississauga, Ontario and has been our Vice President, Treasurer
since 1989. Ms. Daly has served as Vice President, Treasurer of Rogers Wireless since 1991 and has
also served as Vice President, Treasurer of RCI since 1989 and has been associated with RCI since
1987. Alan D. Horn, resides in Toronto, Ontario and has served as a Vice President since 1996. Mr.
Horn has served as Vice President, Finance and Chief Financial Officer of RCI since 1996, prior to
which Mr. Horn served as Vice President, Administration of RCI. 15




---



##### Table of Contents



David P. Miller, resides in Toronto, Ontario and has been our Vice President, General Counsel
and Secretary since 1991 and Vice President, General Counsel since 1988. Mr. Miller has served as
Vice President and General Counsel of RCI since 1987 and as Secretary of RCI since 2002. Mr. Miller
has also served as Vice President, General Counsel and Secretary of Rogers Wireless since 1991. Graeme H. McPhailresides in Toronto, Ontario and was appointed our Vice President, Associate
General Counsel on August 3, 1999. Mr. McPhail has served as Vice President and Associate General
Counsel of RCI since 1997. Mr. McPhail has also served as Vice President Associate General Counsel
of Rogers Wireless since 1996. Mr. McPhail has been associated with RCI since 1991. E. Jennifer Warren, resides in Toronto, Ontario and was appointed our Vice President,
Assistant General Counsel during 2001. Ms. Warren has served as Vice President and Assistant
General Counsel of RCI since 2000. Ms. Warren served as Legal Counsel of RCI from 1996 to 2000. Ronald D. Besse,66, resides in Toronto, Ontario and has served as a director of RCI since
June 1984 and as one of our directors from October 2004. Mr. Besse was formerly Chairman, President
and Chief Executive Officer, Gage Learning Corporation (an educational publisher). Mr. Besse is
also a director of CML Healthcare Inc., C.I. Fund Management Inc., Luxembourg Cambridge Holding
Group. Rogers Wireless Inc. and Rogers Media Inc. Mr. Besse graduated from Ryerson Polytechnical
University, Business Administration, 1960 and was awarded the Alumni Award of Distinction, Business
Administration, 1998. Mr. Besse is a member of the Chief Executives Organization, World
Presidents Organization, and is a past President of the Canadian Book Publishers Council. Peter C. Godsoe, O.C, 66, resides in Toronto, Ontario and has served as a director of the
Company since December 2004 and a Director of RCI since October, 2003. Mr. Godsoe has served as
Chairman (1995), Chief Executive Officer (1993), President and Chief Operating Officer (1992) and
Vice-Chairman (1982), of The Bank of Nova Scotia since 1966 until his retirement on March 2, 2004.
Mr. Godsoe is Chairman of Fairmont Hotels & Resorts and Sobeys Inc. His corporate directorships
include Rogers Wireless Inc., Rogers Media Inc., Barrick Gold Corporation, Ingersoll-Rand Company,
Lonmin PLC, Onex Corporation and Templeton Emerging Markets Investment Trust. Mr. Godsoe holds a
B.Sc. (Mathematics and Physics) from the University of Toronto and an M.B.A. from the Harvard
Business School. He is a C.A. and a Fellow of the Institute of Chartered Accountants of Ontario. Thomas I. Hull,72, resides in Toronto, Ontario and has served as a director of RCI since
February 1979 and as one of our directors since May 2004. Mr. Hull has been Chairman and Chief
Executive Officer of The Hull Group of Companies, an insurance firm, since 1954. Mr. Hull is also a
director of Rogers Wireless Inc., Rogers Media Inc. and Rogers Telecommunications Limited. Mr. Hull
is a graduate of Upper Canada College and the Insurance Co. of North America College of Insurance
and Risk Management. Mr. Hull is a life member of the Canadian Association of Insurance and
Financial Advisors and past president of the Life Underwriters Association of Toronto. Robert W. Korthals, 71, resides in Toronto, Ontario and has served as a director of RCI since
1995 and as one of our directors from 1995 to 1998 and since 2000. Mr. Korthals is currently
Chairman of the Ontario Teachers Pension Plan Board and a director of Rogers Wireless Inc., Rogers
Media Inc., Cognos Inc., Suncor Energy Inc., Mulvihill Exchange Traded Closed-End Funds, Easyhome
Ltd. and Jannock Properties Ltd. From 1967 to 1995, Mr. Korthals served as an officer of a Canadian
chartered bank most recently as President from 1981 until his retirement in 1995. Mr. Korthals
holds a B.Sc., Chemical Engineering, University of Toronto, and an M.B.A., Harvard Business School. Philip B. Lind, C.M., 61, resides in Toronto, Ontario and has served as a director of RCI
since February, 1979 and as one of our directors since December 2004. Mr. Lind is Vice President of
the Company. Mr. Lind joined RCI in 1969 as Programming Chief and has served as Secretary of the
Board and Senior Vice President, Programming and Planning. Mr. Lind is also a director of Brascan
Corporation, Canadian General Tower Limited, Council for Business and the Arts, Rogers Wireless
Inc., Rogers Media Inc., The Outdoor 16




---



##### Table of Contents



Life Network and the Power Plant (Contemporary Art Gallery at Harbourfront). Mr. Lind is a former
member of the Board of the National Cable Television Association in the U.S. and is a former
Chairman and currently serves on the Board of the Canadian Cable Television Association. He is also
Chairman of the Board of the CCPTA (Channel 17, WNED). Mr. Lind holds a B.A. (Political Science and
Sociology) University of British Columbia and a M.A. (Political Science), University of Rochester.
In 2002, he received a Doctor of Laws, honoris causa, from the University of British Columbia. In
2002, Mr. Lind was appointed to the Order of Canada. Alexander Mikalachki,71, resides in London, Ontario and has served as a director of RCI since
June 1999 and one of our directors since December 2004. Mr. Mikalachki is also a director of Rogers
Wireless Inc., Rogers Media Inc., The Independent Order of Foresters. Mr. Mikalachki served as
Acting Dean, 1989-1990, Associate Dean, Programs, 1981-1991 and Professor Emeritus, 2000, Richard
Ivey School of Business, University of Western Ontario. Mr. Mikalachki holds a B. Comm., Sir George
Williams College and an M.B.A., Ph.D., Richard Ivey School of Business, University of Western
Ontario. The Hon. David R. Peterson, P.C., Q.C., 61, resides in Toronto, Ontario and has served as a
director of RCI since April 1991 and one of our directors since December 2004. Mr. Peterson is a
senior partner and Chairman of the law firm Cassels Brock & Blackwell LLP. Mr. Peterson also serves
as a director of a number of companies including Ivanhoe Cambridge Shopping Centres Limited,
Industrielle Alliance Assurance Company and National Life Assurance Company, Rogers Wireless Inc.,
Rogers Media Inc. and BNP Paribas. Mr. Peterson holds a B.A. and LL.B., University of Toronto, was
called to the Bar of Ontario in 1969, appointed Queens Counsel in 1980, and summoned by Her
Majesty to the Privy Council in 1992. Loretta A. Rogers, 65, resides in Toronto, Ontario and has served as a director of RCI since
December 1979 and one of our directors since December 2004. Mrs. Rogers also serves as a director
of Rogers Wireless Inc., Rogers Media Inc., Rogers Telecommunications Limited and Sheenas Place.
Mrs. Rogers holds a B.A., University of Miami and an honourary Doctorate of Laws, University of
Western Ontario. Melinda M. Rogers, 34, resides in Toronto, Ontario and has served as one of our directors
since 2000 and as a director of RCI since May 2002. Ms. Rogers was appointed Vice President of
Strategic Planning and Venture Investments of RCI in April 2003, prior to which Ms. Rogers served
as Vice President, Venture Investments of RCI from 2000. Ms. Rogers served as a Product Manager
with At Home Corporation from 1997 to 1999. Ms. Rogers also serves as a director of Rogers Media
Inc., Rogers Wireless Inc., The Ontario Media Development Corporation, STSN Inc. and the Jays Care
Foundation. William T. Schleyer, 53, an American citizen who resides in Rye Beach, New Hampshire, has
served as one of our directors since 2000 and as a director of RCI since August 1998. He is also a
director of Rogers Wireless Inc. and Rogers Media Inc. Mr. Schleyer was appointed Chairman and
Chief Executive Officer of Adelphia Communications Corp., a cable television and Internet access
provider, in January 2003, prior to which Mr. Schleyer served as President and Chief Executive
Officer of AT&T Broadband, a cable television and Internet service provider from 2001 to 2003. From
February 2000 to October 2001, Mr. Schleyer was a principal in Pilot House Ventures, an investment
firm, where he served as a liaison between investors and entrepreneurs. Prior to February 2000, Mr.
Schleyer served as President and Chief Operating Officer of MediaOne, the broadband services arm of
U.S. West Media Group, and as President and Chief Operating Officer of Continental Cablevision,
Inc. before that Companys merger with U.S. West in 1996. John A. Tory, Q.C., 75, resides in Toronto, Ontario and has served as a director of RCI since
December 1979 and one of our directors since December 2004. Mr. Tory is President of Thomson
Investments Limited. Mr. Tory also serves as a director of Rogers Wireless Inc., Rogers Media Inc.,
The Thomson Corporation, The Woodbridge Company Limited and Abitibi-Consolidated Inc. Mr. Tory was
educated at University of Toronto Schools, Toronto, Phillips Academy, Andover, Massachusetts, and
the University of Toronto and holds an LL.B., University of Toronto. Mr. Tory was called to the Bar
of Ontario in 1954 and appointed Queens Counsel in 1965. 17




---



##### Table of Contents



J. Christopher C. Wansbrough,72, resides in Toronto, Ontario and has served as one of our
directors since February 2002. Mr. Wansbrough has served as a director of RCI since 1982 and as
Chairman of Rogers Telecommunications Limited since December 1997. Mr. Wansbrough served as
President of National Trust Company from 1984 to 1986, Vice Chairman from 1986 to 1991 and Chairman
of the Board of OMERS Realty Corporation from 1989 to 1997. Mr. Wansbrough also serves as a
director of The Independent Order of Foresters, United Corporations Ltd., Rogers Wireless Inc. and
Rogers Media Inc. Other affiliations include Chairman of the Board of the R.S. McLaughlin
Foundation and the Independent Order of Foresters. Colin D. Watson, 63, resides in Toronto, Ontario and has served as one of our directors since
2000 and a director of RCI since May 2004. Mr. Watson was President and Chief Executive Officer of
Vector Aerospace Corporation, an aviation services firm, from November 2003 to January 2005. Mr.
Watson served as Vice-Chairman of Spar Aerospace Limited, an aviation services firm, from January
2000 until January 2002. From 1996 to 1999, Mr. Watson served as President and Chief Executive
Officer of Spar Aerospace Limited and from 1999 to 2000, as its Vice-Chairman and Chief Executive
Officer. Prior to 1996, Mr. Watson was our President and Chief Executive Officer. Mr. Watson also
serves as a director of a number of other companies, including Rogers Wireless Inc., Rogers Media
Inc., Vector Aerospace Corporation, Cygnal Technologies Corp., B Split II Corporation, Kasten Chase
Applied Research Limited, NorthStar Aerospace, OnX Incorporated, Great Lakes Carbon Income Fund,
Louisiana-Pacific Corporation and Arpeggio Acquisition Corp. Mr. Watson holds a BASc (Mechanical
Engineering), University of British Columbia and an M.B.A. Ivey Business School, University of
Western Ontario. W. David Wilson,60, resides in Toronto, Ontario and has served as a director of RCI since
February 1979 and a director of the Corporation since December 2004. He is also a director of
Rogers Wireless Inc. and Rogers Media Inc. Mr. Wilson is Vice-Chairman, Bank of Nova Scotia and
Chairman and Chief Executive Officer, Scotia Capital Inc. Mr. Wilson joined McLeod Young Weir
Limited in 1971 and became Managing Director, Corporate Finance Department in 1984, President and
Deputy Chief Executive Officer, ScotiaMcLeod, in 1993 and Chairman and Chief Executive Officer of
Scotia Capital Markets in 1998 and Vice-Chairman, Bank of Nova Scotia in 2002. Mr. Wilson is a
trustee of the Art Gallery of Ontario and a member of the Governing Council for the University of
Toronto and a member of the board of the University of Toronto Asset Management Corporation. Mr.
Wilson holds a B. Comm., University of Toronto and an M.B.A., York University. Our Board of Directors currently has 17 directors. Our Board of Directors has established an Audit Committee. The Audit Committee consists of three
directors who are appointed annually by our Board of Directors. The members of the Audit Committee
are not officers or employees of Cable or any of Cables affiliates. The Audit Committee is
responsible for the engagement of our independent auditors and for the review with them of the
scope and timing of their audit services and any other services they are asked to perform, their
report on our accounts following completion of the audit and our policies and procedures with
respect to internal accounting and financial controls. A majority of the members of the Audit
Committee must be Canadian residents. The Board of Directors may also establish other committees from time to time to assist in the
discharge of its responsibilities. Compensation of Executive Officers and Directors The following table shows the aggregate amount of cash compensation we paid to our directors and
executive officers as a group for services in all capacities provided to us and our subsidiaries
for the year ended December 31, 2004. 18




---



##### Table of Contents



Directors Fees(1)(2)
    
    
    Salaries & Bonuses
    
    
    TotalExecutive Officers (including one director)
    
    $
    
    
    
    $
    5,046,207
    
    
    $
    5,046,027Directors (not employees)
    
    
    69,879
    
    
    
    
    
    
    
    69,879Total
    
    $
    69,879
    
    
    $
    5,046,207
    
    
    $
    5,115,906
 We or one of our affiliates provided all of our executive officers with the use of a car or a
car allowance and related expenses for the year ended December 31, 2004. We or one our affiliates
also provided club memberships for a number of executive officers for the year ended December 31,
2004. Our executive officers are eligible for annual cash bonuses. Annual bonus awards are based on
attainment of specified performance levels, principally related to our achievement of targeted
operating profit levels and other financial and operating measures. Specific additional bonus
opportunities for exceptional individual or business unit success may also be provided. Bonus
criteria are set by the Management Compensation Committee of the board of directors of Rogers Cable
Communications Inc. at the beginning of the fiscal year. We did not grant any stock appreciation rights or stock options during 2004. In 2004, directors were compensated for their services with an annual retainer of $10,000 and with
meeting fees of $1,000 per meeting attended. The meeting fees were increased to $1,250 per meeting
attended for directors traveling more than 100 km but less than 1,000 km to the meeting and $2,000
per meeting for directors traveling more than 1,000 km to the meeting. A director who acted as
chairman of a committee of our Board of Directors was paid an additional annual retainer of $5,000
and received committee meeting fees of $1,500 per committee meeting attended. Directors fees are
not paid to directors who are also our employees or executive officers. To encourage the directors to align their interests with shareholders, we implemented a Directors
Deferred Share Unit Plan (DDSU Plan). Under the DDSU Plan, non-employee directors may receive all
or a percentage of their total directors fees in the form of Directors Deferred Share Units
(DDSUs), each of which has a value equal to the market value of a Class B Non-Voting Share of RCI
at the commencement of the relevant fiscal quarter. A DDSU is a bookkeeping entry credited to the
account of an individual director, which cannot be converted to cash until the director ceases to
be a member of the Board of Directors and the boards of directors of our subsidiaries. The value of
a DDSU, when converted to cash, will be equivalent to the market value of a Class B Non-Voting
Share of RCI at the time the conversion takes place. DDSUs will attract dividends in the form of
additional DDSUs at the same rate as dividends on Class B Non-Voting Shares of RCI. In October 2002, our Board of Directors passed a resolution requiring each non-employee director to
acquire direct or indirect beneficial ownership of 4,000 of any combination of Class A Voting
Shares of RCI, Class B Non-Voting Shares of RCI and DDSUs during the term of his or her service as
a director on Board of Directors. From time to time, our directors are granted options to participate in the stock option plans of
RCI. Non-employee directors may receive all or a percentage of such stock options in the form of
DDSUs. All of our directors are entitled, after ten years of service, to a retiring allowance on
retirement from the Board of Directors in an amount equal to $15,000 plus $2,000 per year of
service as a director. Composition of the Compensation Committee During the year ended December 31, 2004, the Compensation Committee of RCI carried out the duties
of the compensation committee of the Corporation. The committee consisted of Thomas I. Hull
(Chairman), Ronald D. Besse, H. Garfield Emerson, Q.C., Peter C. Godsoe, O.C., Q.C., Robert W.
Korthals, William T. Schleyer and John A. Tory, Q.C. Mr. Emerson is our Vice-Chairman and Chairman
of RCI. 19




---



##### Table of Contents



Report on Executive Compensation As a wholly owned subsidiary of RCI, our executive compensation program is administered by the RCI
Compensation Committee, comprised of eight members of the RCI Board of Directors, none of whom are
members of our management. The members of the RCI Compensation Committee are directors of Cable.
The Compensation Committee reviews and recommends to the Board for approval our executive
compensation policies. The Compensation Committee also reviews the design and competitiveness of
our compensation and benefit programs generally. The Compensation Committee met four times in
2004. Compensation Philosophy Our executive compensation program is designed to provide incentives for the enhancement of
shareholder value, the successful implementation of our business plans, improvement in corporate
and personal performance and the retention of key employees. The program is based on a
pay-for-performance philosophy and consists of several components: base salary, annual incentive
(bonus) paid in cash, equity based long-term incentive and other employee benefits including, in
the past, the provision of loans to employees. Our overall objectives are:  
    to attract and retain qualified executives critical to our success,
    to provide fair and competitive compensation,
    to integrate compensation with our business plans,
    to align the interests of management with those of shareholders, and
    to reward both business and individual performance. The Compensation Committee annually reviews with the Chief Executive Officer the compensation
packages and the performances of all senior executives of Cable and its principal business units.
The Compensation Committee recommends to the Board for approval, the salary levels, bonus potential
and entitlement and participation in equity based long-term incentives of all senior executives. Base Salary An executives base salary is determined by an assessment of his or her sustained performance and
consideration of competitive compensation levels for the markets in which we operate. Annual Incentives Our executive officers are eligible for annual cash bonuses. Annual bonus awards are based on
attainment of specified performance levels, principally related to our achievement of targeted
operating income levels. This establishes a direct link between executive compensation and our
operating performance. Specific additional bonus opportunities for exceptional individual or
business unit success are also provided and are set by the Compensation Committee at the beginning
of the fiscal year. Targeted operating income levels for Cable overall and each operating division
for each fiscal year are based on the budgeted operating income, approved by the Board at the
beginning of that financial year. An individual executives annual incentive opportunity is established at the beginning of a
financial year. Actual bonuses are determined principally by applying a formula based on Cable or
division performance to 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. 20




---



##### Table of Contents



Long-Term Incentives Key employees and officers, are able to participate in the RCI stock option plans. In prior years
Cable has provided a management share purchase plan to permit senior executives to acquire
preferred shares convertible into RCI Class B Non-Voting shares. In addition, Cable has in the past
provided loans to key employees and officers as described elsewhere in this document. An important objective of these plans is to encourage executives to acquire a meaningful equity
ownership interest in Cable over a period of time and, as a result, focus executives attention on
the long-term interests of Cable and its shareholders. All stock options granted under stock option plans are awarded at exercise prices equal to the
market price of the shares under option at the date the option was awarded. Pension Plans Our employees participate in the RCI pension plans. We record our participation in the RCI pension
plans as if we had a defined contribution plan. For the year ended December 31, 2004, we made
contributions to the plans of approximately $10.8 million, resulting in pension expense of the same
amount. The RCI pension plans cover participants across the Rogers group of companies. The value of
the total accrued pension benefit obligations and the total net assets in the RCI pension plans
available to provide for these benefits for all Rogers group employees, at market, were
approximately $453.3 million and $402.4 million, respectively, at the measurement date of September
30, 2004. The Rogers Defined Benefit Pension Plan credits annual pension, payable at age 65, of 2% of career
average earnings for each year of credited service, except that earnings for years before 2001 are
replaced by 2001 earnings. Generally, the pension benefits are limited to maximum amounts of
$1,722.22 per year of service prior to January 1, 2004, $1,833.33 per year of service for the 2004
plan year, and $2,000.00 per year of service after December 31, 2004. Remuneration for pension
purposes is defined as the total of salary and commissions not including overtime, bonuses or other
special payments. The pensions are payable monthly for the lifetime of the officers and a minimum
of 60 monthly payments are guaranteed. Restricted Share Unit Plan Effective March 10, 2004, RCI established the 2004 Restricted Share Unit Plan which enables
employees, officers and directors of RCI and participating companies, including Rogers Cable, to
participate in the growth and development of RCI by providing such persons with the opportunity,
through Restricted Share Units, to acquire a proprietary interest in RCI. Under the terms of the
plan, Restricted Share Units are issued to the participant and the units issued vest over a period
not to exceed three years from the grant date. On the vesting date, RCI shall redeem all of the participants Restricted Share Units in cash
or by issuing one Class B Share for each Restricted Share Unit. RCI has reserved 2,344,591 Class B
Shares for issuance under this plan. As at December 31, 2004, 50,916 Restricted Share Units were outstanding related to Units
issued on April 20, 2004 to one of our employees. These Restricted Share Units vest at the end of
three years from the grant date. We record compensation expense equally over the vesting period
taking into account fluctuations in the market price of the Class B Shares. Compensation expense
for the twelve months ended December 31, 2004 related to these Restricted Share Units was $0.3
million. Employees For the years ended December 31, 2004, 2003 and 2002, we ended the year with approximately 5,922,
5,470 and 5,300 full-time equivalent employees, respectively. 21




---



##### Table of Contents



ITEM 7  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS Ownership Structure The following organization chart illustrates the ownership structure of Cable and its principal
subsidiary and indicates the jurisdiction of incorporation of each entity shown as at December 31,
2004. As noted, Cable is a wholly-owned subsidiary of Rogers Communications Inc. (RCI or
Rogers). On December 31, 2003, we executed a corporate reorganization that involved the transfer of
substantially all of our assets to a wholly-owned subsidiary, Rogers Cable Communications Inc.
(RCCI). As part of the reorganization, our subsidiaries, Rogers Cablesystems Ontario Limited,
Rogers Ottawa Limited/Limitée, Rogers Cable Atlantic Inc. and Rogers Cablesystems Georgian Bay
Limited, amalgamated with and continued as RCCI. As a result of the reorganization, we, through
RCCI, continue to conduct all of our operations and provide all of our services. RCCI assumed, as
co-obligor, our obligations under the deed of trust and some of the public indentures on a joint
and several basis with us. (FLOW CHART) 22




---



##### Table of Contents



MAJOR SHAREHOLDER As of December 31, 2004, the only person or company who holds any of our voting shares is RCI.
The following table contains information with respect to the holdings of our securities by RCI. Number ofName and Jurisdiction
    
    Designation of Class
    
    Securities OwnedRogers Communications Inc.
    
    Class A Common Shares
    

    100,000,000(British Columbia)
    
    Class B Common Shares
    

    118,166,003Fourth Preferred Shares
    


306,904Seventh Preferred Shares
    


151,800
   To our knowledge, the only person or company beneficially owning, directly or
indirectly, or exercising control or direction over, more than 10% of the outstanding voting shares
of RCI is Edward S. Rogers, O.C., the President and Chief Executive Officer and a director of RCI
and a director and the Chairman of Rogers Cable Inc., and certain companies owned or controlled by
him and trusts for the benefit of Mr. Rogers and his family. Related Party Transactions This section is incorporated herein by reference to the Intercompany and Related Party
Transactions and Arrangements with Affiliated Companies sections contained on pages 44-46 of our
Managements Discussion and Analysis for the year ended December 31, 2004. 
 ITEM 8  FINANCIAL INFORMATION Consolidated Financial Statements Refer to Item 18. Litigation There exist certain claims and potential claims against us, none of which is expected to have a
material adverse effect on our consolidated financial position. Significant Changes Refer to Item 4  Information on the Company  A History and Development of the Company  Recent
Developments. 
 ITEM 9  LISTING DETAILS Our common shares are wholly-owned by RCI and are not listed on any securities exchange. In
addition, our public debt securities are not listed on any securities exchange. 
 ITEM 10 ADDITIONAL INFORMATION Memorandum and Articles of Association This section is incorporated by reference to Registration Statement No. 333-113565 filed previously
with the Securities Exchange Commission (SEC). Material Contracts No material contract outside
the ordinary course of business has been entered into by the Company since
January 1, 2002. 23




---



##### Table of Contents



Exchange Controls Canada has no system of exchange controls. There are no exchange restrictions on borrowing from
foreign countries nor on the remittance of dividends, interest, royalties and similar payments,
management fees, loan repayments, settlements of trade debts or the repatriation of capital. The Investment Canada Act, Canadas general foreign investment screening legislation, imposes
notification and review obligations on non-Canadians who acquire control of an existing Canadian
business. Depending on the nature and size of the intended transaction, a non-Canadian may be
required to either notify the statutory agency established under the Investment Canada Actor
obtain approval from the applicable Minister charged with administering the legislation. The
statutory gross asset thresholds for Ministerial review of direct and indirect acquisitions of
control of an existing Canadian business are Cdn$5 million and 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$250
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 Actand, on review, the
Minister is not satisfied that such investment is likely to be of net benefit to Canada. Under the
Investment Canada Act, factors relevant to the determination of net benefit to Canada include the
effect of the acquisition on employment, resource processing, sourcing, participation by Canadians
in the business to be acquired, productivity, industrial efficiency, competition and the
compatibility of the acquisition with national industrial economic policies. For other limitations, refer to the Government Regulation and Regulatory Developments 
Restrictions on Non-Canadian Ownership and Control section contained on page 26 of our
Managements Discussion and Analysis for the year ended December 31, 2004. 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 Revenue Agency. This summary does not take into account or anticipate any other changes
in the law, whether by judicial, governmental or legislative decision or action, nor does it take
into account tax legislation or considerations of any province or territory of Canada or any
jurisdiction other than Canada. This summary is of a general nature only and is not intended to be, and should not be interpreted
as, legal or tax advice to any particular holder of the securities or any other party. The payment by us of interest, principal or premium on the securities to a holder who is a
non-resident of Canada and with whom we deal at arms length within the meaning of the Tax Act at
the time of making the payment will be exempt from Canadian withholding tax. For the purposes of
the Tax Act, related persons (as 24




---



##### Table of Contents



defined therein) are deemed not to deal at arms length and it is a question of fact whether
persons not related to each other deal at arms length. No other taxes on income (including taxable capital gains) will be payable under the Tax Act in
respect of the holding, redemption or disposition of the securities or the receipt of interest or
premium thereon by holders who are neither residents nor deemed to be residents of Canada for the
purposes of the Tax Act and who do not use or hold and are not deemed to use or hold the Securities
in carrying on business in Canada for the purposes of the Tax Act, except that in certain
circumstances holders who are non-resident insurers carrying on an insurance business in Canada and
elsewhere may be subject to such taxes. Documents on Display The descriptions of each contract, agreement or other document filed as an exhibit to this report
on Form 20-F are summaries only and do not purport to be complete. Each such description is
qualified in its entirety by reference to such exhibit for a more complete description of the
matter involved. We are subject to the informational requirements of the Securities Exchange Act and in accordance
therewith we file reports and other information with the SEC. Filed as exhibits to the
registration statement or incorporated therein by reference are complete copies of the material
contracts described herein. Such reports, registration statement and other information can be
inspected and copied at the public reference facilities maintained by the SEC at its principal
offices at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such information
may be obtained from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. The SEC also maintains a website at www.sec.gov that contains
reports, proxy and information statements and other information regarding registrants that file
electronically with the SEC. 
 ITEM 11  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This section is incorporated herein by reference  to the Liquidity and Capital Resources 
Interest Rate and Foreign Exchange Management section on pages 23-25 of our Managements
Discussion and Analysis for the year ended December 31, 2004. 
 ITEM 12  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES Not applicable. 
 PART II 
 ITEM 13 DEFAULTS, DIVIDENDS ARREARAGES AND DELINQUENCIES None. 
 ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITIES HOLDERS AND USE OF PROCEEDS Not applicable. 
 ITEM 15  DISCLOSURE CONTROLS AND PROCEDURES As of the end of the period covered by this report (the Evaluation Date), the Company
conducted an evaluation (under the supervision and with the participation of the Companys
management, including the chief executive officer and chief financial officer), pursuant to Rule
13a-15 promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), of
the effectiveness of the design and operation of the Companys disclosure controls and procedures.
Based on this evaluation, the Companys chief executive 25




---



##### Table of Contents



officer and chief financial officer concluded that as of the Evaluation Date such disclosure
controls and procedures were reasonably designed to ensure that information required to be
disclosed by the Company in reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Since the last evaluation by the Companys management of the Companys internal controls, there
have not been any significant changes in the internal controls or in other factors that could
significantly affect the internal controls. 
 ITEM 16A  AUDIT COMMITTEE FINANCIAL EXPERT Our Board of Directors has determined that we have at least one audit committee financial
expert, (as defined in the instructions for Item 16A of Form 20-F), serving on its Audit
Committee. The audit committee financial expert is J. Christopher C. Wansbrough. 
 ITEM 16B  CODE OF ETHICS We have adopted a code of ethics which can be found on the Rogers website under the Corporate
Governance section at www.rogers.com. A copy of the code of ethics also will be provided upon
request to Investor Relations, 333 Bloor Street East, 10th Floor, Toronto, Ontario, M4W 1G9. 
 ITEM 16C  PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table presents fees for professional services rendered by KPMG LLP to us for the
audit of our annual financial statements for 2004 and 2003, and fees billed for other services
rendered by KPMG LLP. 2004
    
    
    2003($)
    
    
    ($)Audit fees
    
    
    1,056,952
    
    
    
    733,750Audit-related fees (1)
    
    
    302,196
    
    
    
    104,350Tax fees (2)
    
    
    215,640
    
    
    
    27,040All other fees (3)
    
    
    
    
    
    
    10,646Total
    
    
    1,574,788
    
    
    
    875,786
   (1)
    Audit related services consist principally of regulatory assurance and
other assistance engagements.(2)
Tax fees consist of fees for tax consultation and compliance services.(3)
    All other fees consist principally of fees for services related to French
translation. Pre-Approval Policies and Procedures: Our policy regarding pre-approval of all audit, audit-related and non-audit services is based
upon compliance with the Sarbanes-Oxley Act of 2002, and subsequent implementing rules promulgated
by the SEC.  1.
    Annually we will provide the Audit Committee with a list of the audit-related and
non-audit services that are anticipated to be provided during the year for pre-approval.
The Audit Committee will review the services with the auditor and management considering
whether the provision of the service is compatible with maintaining the auditors
independence.2.
    Management may engage the auditor for specific engagements that are included in the
list of pre-approved services referred to above for engagements if the fees do not exceed
(i) $100,000 per engagement or (ii) $200,000 per quarter. 26




---



##### Table of Contents



3.
    The Audit Committee delegates authority to the Chairman of the Audit Committee to
approve requests for services not included in the pre-approved list of services or for
services not previously pre-approved by the Audit Committee. Any services approved by the
Chairman will be reported to the full Audit Committee at the next meeting.4.
    A review of all audit and non-audit services and fees rendered to the Company and its
subsidiaries by KPMG LLP will be reviewed each quarter by the Audit Committee. 
 PART III 
 ITEM 17 - FINANCIAL STATEMENTS Not applicable. 
 ITEM 18 - FINANCIAL STATEMENTS This section is incorporated herein by reference to the Consolidated Financial Statements
furnished to the SEC under cover of a Form 6-K on March 18, 2005. 27




---



##### Table of Contents



ITEM 19  EXHIBITS 
 EXHIBIT INDEX ExhibitNumber
    
    
    
    Description1.1
    
    
    
    Certificate and Articles of Amalgamation of Rogers Cable Inc. and
Certificates and Articles of Amendment thereof1.2
    
    
    
    By-laws of Rogers Cable Inc.2.1
    
    
    
    Rogers Cable Inc. agrees to furnish to the Commission on request a
copy of any instrument defining the rights of holders of long-term
debt of Rogers Cable Inc. and of any subsidiary for which consolidated
or unconsolidated financial statements are required to be filed****4.1
    
    
    
    Amended and Restated Management Agreement dated as of January 1, 1988,
between Rogers Canada Inc. (formerly Canadian Cablesystems Limited)
and Rogers Communications Inc., Assignment thereof by Rogers Canada
Inc. to Rogers Cablesystems Limited (now Rogers Cable Inc.), dated as
of April 30, 1990, and Memorandum of Agreement dated as of July 16,
1991 between Rogers Cablesystems Limited (now Rogers Cable Inc.) and
Rogers Communications Inc.4.2
    
    
    
    Indenture dated as of March 11, 2004, between Rogers Cable Inc., as
Issuer, Rogers Cable Communications Inc. and JPMorgan Chase Bank, as
Trustee, relating to the 5.500% Senior (Secured) Second Priority Notes
due 20144.3
    
    
    
    Indenture dated as of June 19, 2003, between Rogers Cable Inc., as
Issuer, and JPMorgan Chase Bank, as Trustee, relating to the 6.25%
Senior (Secured) Second Priority Notes due 20134.4
    
    
    
    First Supplemental Indenture dated December 31, 2003, among Rogers
Cable Inc., Rogers Cable Communications Inc. and JPMorgan Chase Bank,
with respect to the 6.25% Senior (Secured) Second Priority Notes due
2013**4.5
    
    
    
    Indenture, dated as of March 20, 1995, among Rogers Cablesystems
Limited (now Rogers Cable Inc.), as Issuer, Rogers Cablesystems
Ontario Limited, Rogers Ottawa Limited/ Limitée, Rogers Cablesystems
Georgian Bay Limited, Rogers Cablesystems North Bay Limited, Rogers
Cablesystems Huntsville Limited and Rogers Canguard Inc., as
Guarantors, and Chemical Bank, as Trustee, relating to the issuance of
Rogers Cable Inc.s 10% Senior Secured Second Priority Notes due 20054.6
    
    
    
    Second Supplemental Indenture to the Indenture dated December 31,
2003, among Rogers Cable Inc., Rogers Cable Communications Inc. and
JPMorgan Chase Bank, with respect to the 10% Senior Secured Second
Priority Notes due 2005***4.7
    
    
    
    Indenture, dated as of November 30, 1995, among Rogers Cablesystems
Limited (now Rogers Cable Inc.), as Issuer, Rogers Cablesystems
Ontario Limited, Rogers Ottawa Limited/ Limitée, Rogers Cablesystems
Georgian Bay Limited, Rogers Cablesystems North Bay Limited, Rogers
Cablesystems Huntsville Limited and Rogers Canguard Inc., as
Guarantors, and Chemical Bank, as Trustee, relating to the issuance of
Rogers Cable Inc.s 11% Senior Subordinated Guaranteed Debentures due
20154.8
    
    
    
    First Supplemental Indenture dated December 31, 2003, among Rogers
Cable Inc., Rogers Cable Communications Inc. and JPMorgan Chase Bank,
with respect to the 11% Senior Subordinated Guaranteed Debentures due
2015*4.9
    
    
    
    Indenture, dated as of February 5, 2002 between Rogers Cable Inc., as
Issuer, and CIBC Mellon Trust Company, as Trustee, relating to the
issuance of Rogers Cable Inc.s 7.60% Senior (Secured) Second Priority
Notes due 2007
 28




---



##### Table of Contents



ExhibitNumber
    
    
    
    Description4.10
    
    
    
    First Supplemental Indenture dated December 31, 2003, among Rogers
Cable Inc., Rogers Cable Communications Inc. and CIBC Mellon Trust
Company, with respect to the 7.60% Senior (Secured) Second Priority
Notes due 2007*4.11
    
    
    
    Indenture dated as of April 30, 2002, between Rogers Cable Inc., as
Issuer, and JPMorgan Chase Bank, as Trustee, relating to the 7.875%
Senior (Secured) Second Priority Notes due 20124.12
    
    
    
    First Supplemental Indenture dated December 31, 2003, among Rogers
Cable Inc., Rogers Cable Communications Inc. and JPMorgan Chase Bank,
with respect to the 7.875% Senior (Secured) Second Priority Notes due
2012*4.13
    
    
    
    Indenture dated as of April 30, 2002, between Rogers Cable Inc., as
Issuer, and JPMorgan Chase Bank, as Trustee, relating to the 8.750%
Senior (Secured) Second Priority Debentures due 20324.14
    
    
    
    First Supplemental Indenture dated December 31, 2003, among Rogers
Cable Inc., Rogers Cable Communications Inc. and JPMorgan Chase Bank,
with respect to the 8.750% Senior (Secured) Second Priority Debentures
due 2032*4.15
    
    
    
    Second Amended and Restated Loan Agreement, dated as of January 31,
2002, among Rogers Cable Inc., as Borrower, The Toronto-Dominion Bank,
as Administration Agent, and the lenders named therein4.16
    
    
    
    Indenture dated as of November 30, 2004, between Rogers Cable Inc., as Issuer, and
JPMorgan Chase Bank, N.A., as Trustee, relating to the 7.25% Senior (Secured) Second
Priority Notes due 20114.17
    
    
    
    Indenture dated as of November 30, 2004, between Rogers Cable Inc., as Issuer, and
JPMorgan Chase Bank, N.A., as Trustee, relating to the 6.75% Senior (Secured) Second
Priority Notes due 20158.1
    
    
    
    Subsidiaries of Rogers Cable Inc.12.1
    
    
    
    Certification of Chief Executive Officer pursuant to section 302 of
the Sarbanes-Oxley Act of 200212.2
    
    
    
    Certification of Chief Financial Officer pursuant to section 302 of
the Sarbanes-Oxley Act of 200212.3
    
    
    
    Certification pursuant to section 906 of the Sarbanes-Oxley Act of 200212.4
    
    
    
    Schedule of Valuation and Qualifying Accounts12.5
    
    
    
    Report of Independent Registered Public Accounting Firm
   
    
    Filed as an exhibit to Registration Statement No. 333-113565 and incorporated herein by reference thereto
    
    Filed as an exhibit to Registration Statement No. 333-106348 and incorporated herein by reference thereto
    
    Filed as an exhibit to Registration Statement No. 333-120934 and incorporated herein by reference thereto.*
    
    Filed as an exhibit to Registration Statement No. 333-87972 and incorporated herein by reference thereto**
    
    Filed as an exhibit to Registration Statement No. 33-90714 and incorporated herein by reference thereto***
    
    Filed as an exhibit to Registration Statement No. 33-98044 and incorporated herein by reference thereto****
    
    Filed as an exhibit to Registration Statement No. 33-48588 and incorporated herein by reference thereto 29




---



##### 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) March 15, 2005
    
    /s/ M. Lorraine Daly(Date)
    
    M. Lorraine DalyVice President, TreasurerMarch 15, 2005
    
    /s/ Donald W. Huff(Date)
    
    Donald W. HuffSenior Vice President, Finance
 30




---



##### Table of Contents



EXHIBIT INDEX ExhibitNumber
    
    
    
    Description1.1
    
    
    
    Certificate and Articles of Amalgamation of Rogers Cable Inc. and
Certificates and Articles of Amendment thereof1.2
    
    
    
    By-laws of Rogers Cable Inc.2.1
    
    
    
    Rogers Cable Inc. agrees to furnish to the Commission on request a copy of
any instrument defining the rights of holders of long-term debt of Rogers
Cable Inc. and of any subsidiary for which consolidated or unconsolidated
financial statements are required to be filed****4.1
    
    
    
    Amended and Restated Management Agreement dated as of January 1, 1988,
between Rogers Canada Inc. (formerly Canadian Cablesystems Limited) and
Rogers Communications Inc., Assignment thereof by Rogers Canada Inc. to
Rogers Cablesystems Limited (now Rogers Cable Inc.), dated as of April 30,
1990, and Memorandum of Agreement dated as of July 16, 1991 between Rogers
Cablesystems Limited (now Rogers Cable Inc.) and Rogers Communications Inc.4.2
    
    
    
    Indenture dated as of March 11, 2004, between Rogers Cable Inc., as Issuer,
Rogers Cable Communications Inc. and JPMorgan Chase Bank, as Trustee,
relating to the 5.500% Senior (Secured) Second Priority Notes due 20144.3
    
    
    
    Indenture dated as of June 19, 2003, between Rogers Cable Inc., as Issuer,
and JPMorgan Chase Bank, as Trustee, relating to the 6.25% Senior (Secured)
Second Priority Notes due 20134.4
    
    
    
    First Supplemental Indenture dated December 31, 2003, among Rogers Cable
Inc., Rogers Cable Communications Inc. and JPMorgan Chase Bank, with respect
to the 6.25% Senior (Secured) Second Priority Notes due 2013**4.5
    
    
    
    Indenture, dated as of March 20, 1995, among Rogers Cablesystems Limited (now
Rogers Cable Inc.), as Issuer, Rogers Cablesystems Ontario Limited, Rogers
Ottawa Limited/ Limitée, Rogers Cablesystems Georgian Bay Limited, Rogers
Cablesystems North Bay Limited, Rogers Cablesystems Huntsville Limited and
Rogers Canguard Inc., as Guarantors, and Chemical Bank, as Trustee, relating
to the issuance of Rogers Cable Inc.s 10% Senior Secured Second Priority
Notes due 20054.6
    
    
    
    Second Supplemental Indenture to the Indenture dated December 31, 2003, among
Rogers Cable Inc., Rogers Cable Communications Inc. and JPMorgan Chase Bank,
with respect to the 10% Senior Secured Second Priority Notes due 2005***4.7
    
    
    
    Indenture, dated as of November 30, 1995, among Rogers Cablesystems Limited
(now Rogers Cable Inc.), as Issuer, Rogers Cablesystems Ontario Limited,
Rogers Ottawa Limited/ Limitée, Rogers Cablesystems Georgian Bay Limited,
Rogers Cablesystems North Bay Limited, Rogers Cablesystems Huntsville Limited
and Rogers Canguard Inc., as Guarantors, and Chemical Bank, as Trustee,
relating to the issuance of Rogers Cable Inc.s 11% Senior Subordinated
Guaranteed Debentures due 20154.8
    
    
    
    First Supplemental Indenture dated December 31, 2003, among Rogers Cable
Inc., Rogers Cable Communications Inc. and JPMorgan Chase Bank, with respect
to the 11% Senior Subordinated Guaranteed Debentures due 2015*4.9
    
    
    
    Indenture, dated as of February 5, 2002 between Rogers Cable Inc., as Issuer,
and CIBC Mellon Trust Company, as Trustee, relating to the issuance of Rogers
Cable Inc.s 7.60% Senior (Secured) Second Priority Notes due 20074.10
    
    
    
    First Supplemental Indenture dated December 31, 2003, among Rogers Cable
Inc., Rogers Cable Communications Inc. and CIBC Mellon Trust Company, with
respect to the 7.60% Senior (Secured) Second Priority Notes due 2007
 31




---



##### Table of Contents



ExhibitNumber
    
    
    
    Description*4.11
    
    
    
    Indenture dated as of April 30, 2002, between Rogers Cable Inc., as Issuer,
and JPMorgan Chase Bank, as Trustee, relating to the 7.875% Senior (Secured)
Second Priority Notes due 20124.12
    
    
    
    First Supplemental Indenture dated December 31, 2003, among Rogers Cable
Inc., Rogers Cable Communications Inc. and JPMorgan Chase Bank, with respect
to the 7.875% Senior (Secured) Second Priority Notes due 2012*4.13
    
    
    
    Indenture dated as of April 30, 2002, between Rogers Cable Inc., as Issuer,
and JPMorgan Chase Bank, as Trustee, relating to the 8.750% Senior (Secured)
Second Priority Debentures due 20324.14
    
    
    
    First Supplemental Indenture dated December 31, 2003, among Rogers Cable
Inc., Rogers Cable Communications Inc. and JPMorgan Chase Bank, with respect
to the 8.750% Senior (Secured) Second Priority Debentures due 2032*4.15
    
    
    
    Second Amended and Restated Loan Agreement, dated as of January 31, 2002,
among Rogers Cable Inc., as Borrower, The Toronto-Dominion Bank, as
Administration Agent, and the lenders named therein4.16
    
    
    
    Indenture dated as of November 30,
2004, between Rogers Cable Inc., as
Issuer, and JPMorgan Chase Bank,
N.A., as Trustee, relating to the
7.25% Senior (Secured) Second
Priority Notes due 20114.17
    
    
    
    Indenture dated as of November 30,
2004, between Rogers Cable Inc., as
Issuer, and JPMorgan Chase Bank,
N.A., as Trustee, relating to the
6.75% Senior (Secured) Second
Priority Notes due 20158.1
    
    
    
    Subsidiaries of Rogers Cable Inc.12.1
    
    
    
    Certification of Chief Executive Officer pursuant to section 302 of the
Sarbanes-Oxley Act of 200212.2
    
    
    
    Certification of Chief Financial Officer pursuant to section 302 of the
Sarbanes-Oxley Act of 200212.3
    
    
    
    Certification pursuant to section 906 of the Sarbanes-Oxley Act of 200212.4
    
    
    
    Schedule of Valuation and Qualifying Accounts12.5
    
    
    
    Report of Independent Registered Public Accounting Firm
   
    
    Filed as an exhibit to Registration Statement No. 333-113565 and incorporated herein by reference thereto
    
    Filed as an exhibit to Registration Statement No. 333-106348 and incorporated herein by reference thereto
    
    Filed as an exhibit to Registration Statement No. 333-120934 and incorporated herein by reference thereto*
    
    Filed as an exhibit to Registration Statement No. 333-87972 and incorporated herein by reference thereto**
    
    Filed as an exhibit to Registration Statement No. 33-90714 and incorporated herein by reference thereto***
    
    Filed as an exhibit to Registration Statement No. 33-98044 and incorporated herein by reference thereto****
    
    Filed as an exhibit to Registration Statement No. 33-48588 and incorporated herein by reference thereto 32