##### 



SECURITIES AND EXCHANGE COMMISSION
 Washington D.C. 20549
 FORM 20-F
  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 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 OR
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 For the transition period from  to  .
 Commission
file number 333-87972
 ROGERS CABLE INC.
 
  Not Applicable
 
  Canada
 
  333 Bloor Street East, 7th Floor
Toronto, Ontario, Canada M4W 1G9
 
   Title of each class
    
    Name of each exchange on which registeredNot applicable
    
    Not applicable
 
 Not applicable
 
  7.60% Senior (Secured) Second Priority Notes due 2007
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
  100,000,000 Class A common shares
118,166,003 Class B common shares
306,904 fourth preferred shares  151,800 seventh preferred shares
  o þ
  o þ
  þ o
  o o þ
  o þ
  o þ




---



##### 



Documents Incorporated by Reference
  Cautionary Statement Regarding Forward-Looking Information
   PART I
 ITEM 1  IDENTITY OF DIRECTORS, SENIOR MANAGERS AND ADVISORS
  ITEM 2  OFFER STATISTICS AND EXPECTED TIMETABLE
  ITEM 3  KEY INFORMATION
 Selected Consolidated Financial Data
    2




---



##### 



Year Ended December 31,2001
    
    
    2002
    
    
    2003
    
    
    2004
    
    
    2005(In thousands of dollars except per share amounts)AMOUNTS UNDER CANADIAN GAAP(1)Statement of Income Data(2)Operating revenueCore cable services(3)
    
    $
    1,056,639
    
    
    $
    1,113,889
    
    
    $
    1,186,398
    
    
    $
    1,253,053
    
    
    $
    1,298,952Internet services
    
    
    166,528
    
    
    
    242,635
    
    
    
    322,290
    
    
    
    378,912
    
    
    
    440,664Cable telephone services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,942Video stores operations
    
    
    228,301
    
    
    
    262,995
    
    
    
    282,635
    
    
    
    316,954
    
    
    
    326,926Inter-company eliminations
    
    
    (4,869
    )
    
    
    (4,965
    )
    
    
    (3,201
    )
    
    
    (3,264
    )
    
    
    (3,751
    )Total operating revenue(3)
    
    
    1,446,599
    
    
    
    1,614,554
    
    
    
    1,788,122
    
    
    
    1,945,655
    
    
    
    2,067,733Operating expensesCable servicesSales and marketing expenses(3)
    
    
    60,440
    
    
    
    82,983
    
    
    
    89,237
    
    
    
    123,426
    
    
    
    131,084Operating, general and
administrative expenses(3)
    
    
    664,460
    
    
    
    731,594
    
    
    
    779,663
    
    
    
    827,996
    
    
    
    912,962Total cable services operating expenses
    
    
    724,900
    
    
    
    814,577
    
    
    
    868,900
    
    
    
    951,422
    
    
    
    1,044,046Video stores operationsCost of video stores sales
    
    
    99,962
    
    
    
    121,335
    
    
    
    129,938
    
    
    
    145,936
    
    
    
    157,466Sales and marketing expenses
    
    
    98,679
    
    
    
    109,102
    
    
    
    115,831
    
    
    
    125,328
    
    
    
    131,680Operating, general and
administrative expenses
    
    
    11,122
    
    
    
    11,025
    
    
    
    13,180
    
    
    
    17,574
    
    
    
    19,689Total video stores operating expenses
    
    
    209,763
    
    
    
    241,462
    
    
    
    258,949
    
    
    
    288,838
    
    
    
    308,835Management fees(4)
    
    
    28,781
    
    
    
    31,745
    
    
    
    35,385
    
    
    
    38,913
    
    
    
    41,355Inter-company eliminations
    
    
    (4,869
    )
    
    
    (4,965
    )
    
    
    (3,201
    )
    
    
    (3,264
    )
    
    
    (3,751
    )Total operating expenses
    
    
    958,575
    
    
    
    1,082,819
    
    
    
    1,160,033
    
    
    
    1,275,909
    
    
    
    1,390,485Workforce reduction(5)
    
    
    
    
    
    
    5,850
    
    
    
    Cable system integration and At Home
termination(5)
    
    
    60,436
    
    
    
    
    
    
    
    Depreciation and amortization(6)(7)
    
    
    433,829
    
    
    
    484,224
    
    
    
    482,050
    
    
    
    486,038
    
    
    
    483,946Operating income (loss)
    
    
    (6,241
    )
    
    
    41,661
    
    
    
    146,039
    
    
    
    183,708
    
    
    
    193,302Interest expense(8)
    
    
    174,626
    
    
    
    213,332
    
    
    
    240,670
    
    
    
    247,917
    
    
    
    263,655Dividend income from affiliated
company(9)
    
    
    (32,228
    )
    
    
    (5,447
    )
    
    
    (4,488
    )
    
    
    
    
    
    
    Foreign exchange loss (gain)
    
    
    1,452
    
    
    
    3,090
    
    
    
    (49,302
    )
    
    
    41,089
    
    
    
    (2,373
    )Change in fair value of derivative
instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34,570
    )
    
    
    (2,151
    )Other expense (income), net(10)
    
    
    (8,700
    )
    
    
    35,903
    
    
    
    6,461
    
    
    
    18,885
    
    
    
    5,756Loss before income taxes
    
    
    (141,391
    )
    
    
    (205,217
    )
    
    
    (47,302
    )
    
    
    (89,613
    )
    
    
    (71,585
    )Income tax expense (reduction)
    
    
    5,314
    
    
    
    (146,387
    )
    
    
    7,541
    
    
    
    1,196
    
    
    
    4,837Loss for the year
    
    $
    (146,705
    )
    
    $
    (58,830
    )
    
    $
    (54,843
    )
    
    $
    (90,809
    )
    
    $
    (76,422
    )Basic and diluted loss per share
    
    $
    (0.82
    )
    
    $
    (0.29
    )
    
    $
    (0.27
    )
    
    $
    (0.42
    )
    
    $
    (0.35
    )
 As at December 31,2001
    
    
    2002
    
    
    2003
    
    
    2004
    
    
    2005(In thousands of dollars)Balance Sheet Data (at year end)Property, plant and equipment, net
    
    $
    2,373,625
    
    
    $
    2,556,847
    
    
    $
    2,595,761
    
    
    $
    2,709,894
    
    
    $
    2,906,088Goodwill(7)
    
    
    926,445
    
    
    
    926,445
    
    
    
    926,445
    
    
    
    926,445
    
    
    
    926,445Other intangible assets
    
    
    1,560
    
    
    
    1,040
    
    
    
    520
    
    
    
    
    
    
    
    Total assets
    
    
    3,661,722
    
    
    
    3,806,778
    
    
    
    3,727,216
    
    
    
    3,861,925
    
    
    
    4,065,782Senior debt(11)(12)
    
    
    1,615,415
    
    
    
    2,238,016
    
    
    
    2,326,619
    
    
    
    2,818,034
    
    
    
    2,676,416Total debt(11)(12)
    
    
    2,300,090
    
    
    
    2,622,077
    
    
    
    2,473,533
    
    
    
    3,195,853
    
    
    
    3,612,424Shareholders equity (deficiency)
    
    
    1,090,916
    
    
    
    902,041
    
    
    
    670,710
    
    
    
    (146,146
    )
    
    
    (288,789
    )Additions to property, plant and equipment (excluding video
rental purchases)
    
    
    749,747
    
    
    
    650,871
    
    
    
    509,562
    
    
    
    587,906
    
    
    
    676,243
 3




---



##### 



Year Ended December 31,2001
    
    
    2002
    
    
    2003
    
    
    2004
    
    
    2005(In thousands of dollars except per share amounts)AMOUNTS UNDER U.S. GAAP(1)Statement of Income Data(2)Operating revenue(3)
    
    $
    1,446,599
    
    
    $
    1,614,554
    
    
    $
    1,788,122
    
    
    $
    1,953,382
    
    
    $
    2,071,680Operating income (loss)
    
    $
    (11,485
    )
    
    $
    47,509
    
    
    $
    149,172
    
    
    
    193,470
    
    
    
    188,433Interest expense(8)
    
    
    172,297
    
    
    
    206,616
    
    
    
    236,161
    
    
    
    245,757
    
    
    
    262,150Other expense (income), net(10)
    
    
    (77,646
    )
    
    
    (8,108
    )
    
    
    67,398
    
    
    
    97,182
    
    
    
    124,942Loss before income taxes and
cumulative change in accounting
principles
    
    
    (106,136
    )
    
    
    (150,999
    )
    
    
    (154,387
    )
    
    
    (149,469
    )
    
    
    (198,659
    )Income tax expense (reduction)
    
    
    (34,901
    )
    
    
    (146,387
    )
    
    
    7,196
    
    
    
    1,425
    
    
    
    5,281Income (loss) before cumulative changes
in accounting principles
    
    
    (71,235
    )
    
    
    (4,612
    )
    
    
    (161,583
    )
    
    
    (150,894
    )
    
    
    (203,940
    )Cumulative effect of change in
accounting principles for derivative
financial instruments
    
    
    (34,551
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss) for the year
    
    $
    (105,786
    )
    
    $
    (4,612
    )
    
    $
    (161,583
    )
    
    $
    (150,894
    )
    
    $
    (203,940
    )Basic and diluted loss per share
    
    $
    (0.63
    )
    
    $
    (0.05
    )
    
    $
    (0.76
    )
    
    $
    (0.69
    )
    
    
    (0.93
    )
 As at December 31,2001
    
    
    2002
    
    
    2003
    
    
    2004
    
    
    2005(In thousands of dollars)Balance sheet dataProperty, plant and equipment, net
    
    $
    2,413,094
    
    
    $
    2,599,481
    
    
    $
    2,638,118
    
    
    $
    2,751,520
    
    
    $
    2,949,219Goodwill(7)
    
    
    1,057,892
    
    
    
    1,057,892
    
    
    
    1,057,892
    
    
    
    1,057,892
    
    
    
    1,057,892Other intangible assets
    
    
    1,560
    
    
    
    1,040
    
    
    
    520
    
    
    
    130
    
    
    
    Total assets
    
    
    3,812,712
    
    
    
    4,012,171
    
    
    
    3,889,732
    
    
    
    4,028,516
    
    
    
    4,216,708Senior debt(11)(12)
    
    
    1,615,415
    
    
    
    2,238,016
    
    
    
    2,326,619
    
    
    
    2,818,034
    
    
    
    2,676,416Total debt(11)(12)
    
    
    2,300,090
    
    
    
    2,622,077
    
    
    
    2,473,533
    
    
    
    3,195,853
    
    
    
    3,612,424Shareholders equity (deficiency).
    
    
    1,241,906
    
    
    
    1,107,434
    
    
    
    770,901
    
    
    
    (113,059
    )
    
    
    (391,130
    )
 
 (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 21 to our audited consolidated financial statements.(2)
    
    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 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. 
    
    Installation fee revenue from both new connects and re-connects are 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.
    
    Gross proceeds from the sale of equipment are 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 recorded
in revenue rather than as a recovery of operating, general and administrative expenses.
 4




---



##### 



(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 year ended December 31, 2001, we recorded cable system integration costs of
$16,462,000, 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. These costs 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 costs primarily related to severance and other employee termination
benefits.(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 year ended December 31, 2001 was decreased by $11,611,000.(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. 5




---



##### 



(8)
    
    Consolidated interest expense for each of the five years ended December 31, 2005 is comprised
as follows: Year Ended December 31,2001
    
    
    2002
    
    
    2003
    
    
    2004
    
    
    2005(In thousands of dollars)Interest expense on inter-company subordinated debt
    
    $
    12,036
    
    
    $
    4,687
    
    
    $
    2,867
    
    
    $
    552
    
    
    $
    18,796Third party interest expense
    
    
    162,590
    
    
    
    208,645
    
    
    
    237,803
    
    
    
    247,365
    
    
    
    244,859Consolidated interest expense
    
    $
    174,626
    
    
    $
    213,332
    
    
    $
    240,670
    
    
    $
    247,917
    
    
    $
    263,655
 
 (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(b) to our
audited consolidated financial statements.(10)
    
    Other expense (income) under Canadian and U.S. GAAP in the years ended December 31, 2002,
2003 and 2005 includes losses incurred on the repayment of long-term debt and the writedown of
investments in the years ended December 31, 2001, 2002 and 2005.(11)
    
    Senior debt includes secured long-term debt and operating bank loans but does not include
subordinated debt or inter-company subordinated debt. Total debt includes the senior debt
described above together with inter-company subordinated debt.  Reconciliation of Long-Term Debt to Total and Senior Debt
 December 31,2001
    
    
    2002
    
    
    2003
    
    
    2004
    
    
    2005(In thousands of dollars)Long-term debt(12)
    
    $
    1,814,490
    
    
    $
    2,417,577
    
    
    $
    2,473,533
    
    
    $
    2,954,853
    
    
    $
    2,676,416Inter-company subordinated debt as discussed below
    
    
    485,600
    
    
    
    204,500
    
    
    
    
    
    
    
    241,000
    
    
    
    936,008Total debt(12)
    
    
    2,300,090
    
    
    
    2,622,077
    
    
    
    2,473,533
    
    
    
    3,195,853
    
    
    
    3,612,424Inter-company subordinated debt
    
    
    (485,600
    )
    
    
    (204,500
    )
    
    
    
    
    
    
    (241,000
    )
    
    
    (936,008
    )Subordinated debt
    
    
    (199,075
    )
    
    
    (179,561
    )
    
    
    (146,914
    )
    
    
    (136,819
    )
    
    
    Senior debt(12)
    
    $
    1,615,415
    
    
    $
    2,238,016
    
    
    $
    2,326,619
    
    
    $
    2,818,034
    
    
    $
    2,676,416
  
 (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. 6




---



##### 



Dividends and Distributions
     Exchange Rate Data
  Year ended
    
    Average (1)
    
    
    High
    
    
    Low
    
    
    Period EndDecember 31, 2005
    
    
    0.8282
    
    
    
    0.8690
    
    
    
    0.7872
    
    
    
    0.8579December 31, 2004
    
    
    0.7719
    
    
    
    0.8493
    
    
    
    0.7158
    
    
    
    0.8310December 31, 2003
    
    
    0.7205
    
    
    
    0.7738
    
    
    
    0.6349
    
    
    
    0.7738December 31, 2002
    
    
    0.6370
    
    
    
    0.6619
    
    
    
    0.6200
    
    
    
    0.6329December 31, 2001
    
    
    0.6446
    
    
    
    0.6697
    
    
    
    0.6241
    
    
    
    0.6279
 Month Ended
    
    Average (2)
    
    
    High
    
    
    Low
    
    
    Period EndFebruary, 28, 2006
    
    
    0.8704
    
    
    
    0.8788
    
    
    
    0.8638
    
    
    
    0.8788January 31, 2006
    
    
    0.8642
    
    
    
    0.8744
    
    
    
    0.8528
    
    
    
    0.8744December 31, 2005
    
    
    0.8610
    
    
    
    0.8690
    
    
    
    0.8521
    
    
    
    0.8579November 30, 2005
    
    
    0.8464
    
    
    
    0.8579
    
    
    
    0.8361
    
    
    
    0.8569October 31, 2005
    
    
    0.8493
    
    
    
    0.8579
    
    
    
    0.8413
    
    
    
    0.8477September 30, 2005
    
    
    0.8492
    
    
    
    0.8615
    
    
    
    0.8418
    
    
    
    0.8615
 
 (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. 7




---



##### 



Risk Factors
  ITEM 4  INFORMATION ON THE COMPANY
 A. History and Development of the Company
 Name and Incorporation
 Business Corporations Act
(Ontario)
 416-935-6666.
  Recent Developments
  2005 Highlights
 
    
    During 2005, we increased our subscriber bases by the following: 208,500 Internet
subscribers, 237,800 digital cable subscribers (households), 9,200 basic cable subscribers,
and 47,900 cable telephony subscribers. These net additions reflect a change in our
practice as to when a subscriber is deactivated, which became effective in August 2005.
    
    On July 1, 2005, we introduced our Rogers Home Phone cable telephony service offering
in the Greater Toronto Area. Rogers Home Phone voice-over-cable service was rolled out
across our cable areas in Southwest Ontario and Ottawa in the fourth quarter of 2005.
    
    We added further to our Rogers on Demand offerings by signing agreements with Sony
Entertainment in February 2005 and Warner Brothers in October 2005 for access to their
extensive content library. With these agreements, we now have studio agreements covering
approximately 70% of current Hollywood film output and our customers can now access over
2,400 titles of on-demand content.
 8




---



##### 




    
    In April 2005, we celebrated the 10th anniversary of the launch of our
high-speed Internet service and in the same month exceeded the one million subscriber
threshold.
    
    We further expanded our Internet offerings by including a comprehensive suite of
security products.
    
    We added to our leadership position in digital multicultural services by adding a
further 14 program services.
    
    In June 2005, Cable amended its bank credit facility. The maximum amount of the
facility has been reduced by $75.0 million to $1.0 billion comprised of $600.0 million
Tranche A and $400.0 million Tranche B. The amendment served to extend the maturity date
of both Tranche A and Tranche B to bullet repayments on July 2, 2010 and eliminate the
amortization schedule for Tranche B; reduce interest rates and standby fees; and relax
certain financial convenants.
    
    On March 15, 2005, Cable repaid US$291.5 million aggregate principal amount of its
10.0% Senior Secured Second Priority Notes due March 15, 2005. Cable had a net cash outlay
of $58.1 million on the settlement of the cross-currency interest rate swap of US$283.4
million notional amount that qualified as a hedge for accounting purposes of a portion of
these 10.0% Notes. On March 15, 2005, a cross-currency interest rate swap of US$50.0
million notional amount matured. Cable incurred a net cash outlay of $10.5 million upon
settlement of this swap.
    
    On December 2, 2005, we redeemed US$113.7 million aggregate principal amount of its 11%
Senior Subordinated Guaranteed Debentures due 2015 at a redemption price of 105.5% of the
aggregate principal amount.
 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.
    
    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 on February 23, 2004 of $300.0 million
9.65% Senior Secured Debentures due 2014 at a redemption price of 104.825%. Cable used the
balance of the net proceeds from this offering to repay other existing indebtedness
outstanding under the New Bank Credit Facility and for general corporate purposes.
    
    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.
 9




---



##### 



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 RCI and to redeem US$74.8
million aggregate principal amount of Cables 10% Senior Secured Second Priority Debentures
due 2007 at a redemption price of 105.0% of the aggregate principal amount, and for general
corporate purposes.
 B. Business Overview
   Property, Plant and Equipment Expenditures
  
    
    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.
 10




---



##### 



Year Ended December 31,(In millions of dollars)
    
    2003
    
    
    2004
    
    
    2005Customer premises equipment
    
    $
    181.6
    
    
    $
    204.0
    
    
    $
    268.4Scaleable infrastructure
    
    
    80.1
    
    
    
    188.0
    
    
    
    202.3Line extensions
    
    
    49.4
    
    
    
    53.7
    
    
    
    75.4Upgrade and rebuild
    
    
    114.4
    
    
    
    40.8
    
    
    
    2.8Support capital
    
    
    71.0
    
    
    
    87.1
    
    
    
    112.8Cable additions to PP&E
    
    
    496.5
    
    
    
    573.6
    
    
    
    661.6Video stores additions to PP&E
    
    
    13.1
    
    
    
    14.3
    
    
    
    14.6Total additions to PP&E
    
    $
    509.6
    
    
    $
    587.9
    
    
    
    676.2
  C. Organizational Structure
  D. Property, Plant and Equipment
       11




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##### 



ITEM 5  OPERATING AND FINANCIAL REVIEW AND PROSPECTS
  Operating and Financial Results
 Year Ended December 31, 2005 Compared to Year Ended December 31, 2004
  Year Ended December 31, 2004 Compared to Year Ended December 31, 2003
  Liquidity and Capital Resources
  Trend Information
  Off-Balance Sheet Arrangements
  Contractual Obligations
  Safe Harbor
  U.S. GAAP Reconciliation
  12




---



##### 



ITEM 6  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
  Name
    
    PositionEdward S. Rogers, O.C.
    
    Director and Vice ChairmanH. Garfield Emerson, Q.C., ICD.D
    
    Director and ChairmanNadir Mohamed
    
    Director and Vice ChairmanEdward Rogers (1)
    
    Director and PresidentMichael A. Adams
    
    Executive Vice President and Chief Operating OfficerM. Lorraine Daly
    
    Vice President, TreasurerKenneth G. Engelhart
    
    Vice President, Regulatory LawDonald W. Huff
    
    Vice President, Financial OperationsJames S. Lovie
    
    Executive Vice President, Consumer Sales and ServicesCharles W. van der Lee
    
    President and Chief Executive Officer, Rogers VideoAlan D. Horn
    
    Vice PresidentPhilip B. Lind, C.M.
    
    Director and Vice PresidentGraeme H. McPhail
    
    Vice President, Associate General CounselDavid P. Miller
    
    Vice President, General Counsel and SecretaryRonald D. Besse
    
    DirectorC. William D. Birchall
    
    DirectorPeter C. Godsoe, O.C.
    
    DirectorThomas I. Hull
    
    DirectorThe Hon. David R. Peterson, P.C., Q.C.
    
    DirectorLoretta A. Rogers(1)
    
    DirectorMelinda M. Rogers(1)
    
    DirectorWilliam T. Schleyer
    
    DirectorJohn A. Tory, Q.C.
    
    DirectorJ. Christopher C. Wansbrough
    
    DirectorColin D. Watson
    
    Director
 
 (1)
    
    Edward Rogers is the son and Melinda Rogers is the daughter of
Edward S. Rogers, O.C. and Loretta A. Rogers. Loretta A. Rogers is
the wife of Edward S. Rogers, O.C. Edward Ted S. Rogers, O.C.,
 13




---



##### 



H. Garfield Emerson, Q.C., ICD.D, 65
 Edward Rogers
 Nadir Mohamed
 Michael A. Adams,
 Donald W. Huff,
 14




---



##### 



James S. Lovie
 Charles W. van der Lee,
 Kenneth G. Engelhart,
 M. Lorraine Daly,
 Alan D. Horn
 David P. Miller
 Graeme H. McPhail
 Ronald D. Besse,
 Charles William David Birchall
 15




---



##### 



Peter C. Godsoe, O.C
 Thomas I. Hull,
 Philip B. Lind, C.M.
 The Hon. David R. Peterson, P.C., Q.C.
 Loretta A. Rogers
 Melinda M. Rogers
 16




---



##### 



William T. Schleyer
 John A. Tory, Q.C.
 J. Christopher C. Wansbrough,
 Colin D. Watson
   17




---



##### 



Compensation of Executive Officers and Directors
  Directors Fees
    
    
    Salaries & Bonuses
    
    
    TotalExecutive Officers (including one director)
    
    $
    Nil
    
    
    $
    2,454,250
    
    
    $
    2,454,250Directors (not employees)
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    Nil
    
    
    $
    2,454,250
    
    
    $
    2,454,250
     18




---



##### 



Composition of the Compensation Committee
  Report on Executive Compensation
  Compensation Philosophy
   
    
    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.
  Base Salary
  Annual Incentives
  19




---



##### 



Long-Term Incentives
    Pension Plans
   Employees
  ITEM 7  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 Ownership Structure
  20




---



##### 



MAJOR SHAREHOLDER
  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
  21




---



##### 



Related Party Transactions
  ITEM 8  FINANCIAL INFORMATION
 Consolidated Financial Statements
  Litigation
  Dividends
  Significant Changes
  ITEM 9  LISTING DETAILS
  ITEM
10  ADDITIONAL INFORMATION
 Memorandum and Articles of Association
  Material Contracts
  Exchange Controls
  22




---



##### 



Investment Canada Act Investment Canada Act the Investment Canada Act Investment Canada Act Investment Canada Act
  Taxation
 Income Tax Act (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.
  23




---



##### 



Documents on Display
  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. Such reports and other information
can be inspected, without charge, and copies may be obtained at prescribed rates, at the public
reference facilities maintained by the SEC at 100 F Street NE, Washington, D.C. 20549. You may
obtain information on the operation of the public reference room by calling the SEC at
1-888-SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports and other
information we have filed electronically with the SEC. ITEM 11  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  ITEM 12  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
  PART II
 ITEM 13  DEFAULTS, DIVIDENDS ARREARAGES AND DELINQUENCIES
  ITEM
14  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITIES HOLDERS AND USE OF PROCEEDS
  ITEM 15  DISCLOSURE CONTROLS AND PROCEDURES
  24




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##### 



ITEM 16A  AUDIT COMMITTEE FINANCIAL EXPERT
  ITEM 16B  CODE OF CONDUCT AND ETHICS
  ITEM 16C  PRINCIPAL ACCOUNTANT FEES AND SERVICES
  2005
    
    2004($)
    
    ($)Audit fees(1)
    
    
    789,600
    
    
    
    1,056,952Audit-related fees (2)
    
    
    86,620
    
    
    
    302,196Tax fees (3)
    
    
    20,000
    
    
    
    215,640Total
    
    
    896,220
    
    
    
    1,574,788
 
 
 
 
 Pre-Approval Policies and Procedures:
  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.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.
 25




---



##### 



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
  ITEM 18  FINANCIAL STATEMENTS
  ITEM 19  EXHIBITS
 EXHIBIT INDEX
 ExhibitNumber
    
    
    
    Description1.1
    
    
    
    Certificate and Articles of Amalgamation of Rogers Cable Inc. and
Certificates and Articles of Amendment thereof1.2
    
    
    
    Certificate and Articles of
Amendment of Rogers Cable Inc. dated January 9, 2006 creating
the Ninth Preferred Shares.1.3
    
    
    
    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
 26




---



##### 



ExhibitNumber
    
    
    
    Description***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*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
 27




---



##### 




    
    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 28




---



##### 



SIGNATURES
  ROGERS CABLE INC.(Registrant)March 8, 2006
    
    /s/ Edward S. Rogers(Date)
    
    Edward S. Rogers
Vice ChairmanMarch 8, 2006
    
    /s/ Alan D. Horn(Date)
    
    Alan D. HornVice President
 29




---



##### 



EXHIBIT INDEX
 ExhibitNumber
    
    
    
    Description1.1
    
    
    
    Certificate and Articles of Amalgamation of Rogers Cable Inc. and
Certificates and Articles of Amendment thereof1.2
    
    
    
    Certificate and Articles of
Amendment of Rogers Cable Inc. dated January 9, 2006 creating
the Ninth Preferred Shares.1.3
    
    
    
    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
 30




---



##### 



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 31